UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F
(Mark one)
| o | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
| OR | |||||
| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2022 | |||||
| OR | |||||
| o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
| OR | |||||
| o | 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 001-04546
UNILEVER PLC
(Exact name of Registrant as specified in its charter)
ENGLAND
(Jurisdiction of incorporation or organization)
100 Victoria Embankment, London, England
(Jurisdiction of incorporation or organization)
100 Victoria Embankment, London, England
(Address of principal executive offices)
Maria Varsellona, Chief Legal Officer and Group Secretary
Tel: +44 7795 562319, Email: maria.varsellona@unilever.com
100 Victoria Embankment, London EC4Y 0DY, UK
(Name, Telephone Number, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Ordinary shares, nominal value of 3 1/9 pence per share | ULVR | New York Stock Exchange* | ||||||||||||
American Depositary Shares (evidenced by Depositary Receipts) each representing one ordinary share of the nominal amount of 3 1/9p each | UL | New York Stock Exchange | ||||||||||||
*Not for trading, but only in connection with the registration of the American Depositary Shares pursuant to the requirements of the Securities and Exchange Commission.
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:
Title of each class | ||||||||
0.375% Notes due 2023 3.125% Notes due 2023 0.626% Notes due 2024 3.25% Notes due 2024 2.6% Notes due 2024 3.1% Notes due 2025 3.375% Notes due 2025 2.0% Notes due 2026 7.250% Notes due 2026 2.9% Notes due 2027 3.5% Notes due 2028 6.625% Notes due 2028 2.125% Notes due 2029 1.375% Notes due 2030 1.750% Notes due 2031 5.9% Notes due 2032 2.625% Notes due 2051 5.600% Notes due 2097 | ||||||||
Indicate the number of outstanding shares of each of the issuer’s 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 issuer’s capital stock at the close of the period covered by the annual report was: 2,629,243,772
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act:Yes x No o
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 o No x
Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 from their obligations under those Sections.
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 x No o
Indicate by check mark whether the registrant has submitted electronically 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 x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated filer x Accelerated filer o Non-accelerated filer o Emerging Growth Company o
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. o
*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 whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. x
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). o
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP o | International Financial Reporting Standards as issued by the International Accounting Standards Board x | Other o | ||||||||||||
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 o Item 18 o
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 o No x
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. Forward-looking statements also include, but are not limited to, statements and information regarding the Unilever Group’s (the ‘Group’) emissions reduction targets and other climate change related matters (including actions, potential impacts and risks associated therewith). These forward-looking statements are based upon current expectations and assumptions regarding anticipated developments and other factors affecting the Group. They are not historical facts, nor are they guarantees of future performance or outcomes. Because these forward- looking statements involve risks and uncertainties, there are important factors that could cause actual results to differ materially from those expressed or implied by these forward-looking statements. Among other risks and uncertainties, the material or principal factors which could cause actual results to differ materially are: Unilever’s global brands not meeting consumer preferences; Unilever’s ability to innovate and remain competitive; Unilever’s investment choices in its portfolio management; the effect of climate change on Unilever’s business; Unilever’s ability to find sustainable solutions to its plastic packaging; 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. A number of these risks have increased as a result of the current Russia-Ukraine war. These forward- looking statements speak only as of the date of this document. Except as required by any applicable law or regulation, the Group expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Group’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. This document also contains data on the Group’s Scope 1, 2 and 3 emissions. Scope 1 and 2 emissions data is relatively easy to gather as it relates to emissions from the Group’s own activities and supplied heat, power and cooling. Scope 3 emissions relate to other organisations’ emissions and is therefore subject to a range of uncertainties, including that data used to model lifecycle footprints is typically industry-standard data rather than relating to individual suppliers; lifecycle models such as the Group’s cover many but not all products and markets; and international standards and protocols governing emissions calculations and categorisations evolve, as do accepted norms regarding terminology such as carbon neutral and net zero. As value chain emissions data improves, shifting over time from generic modelled data to more specific data, the data reported in this document is likely to evolve. Further details of potential risks and uncertainties affecting the Group are described in the Group’s filings with the London Stock Exchange, Euronext Amsterdam and the US Securities and Exchange Commission, including in the Annual Report on Form 20-F 2022 and the Unilever Annual Report and Accounts 2022.
Strategic Report About Unilever 2 Unilever at a glance 4 The Unilever Compass Strategy for Sustainable Growth Review of the Year 6 Chair’s statement 8 Chief Executive Officer’s statement 10 Group Financial Review 12 Business Group Review 12 Beauty & Wellbeing 15 Personal Care 18 Home Care 21 Nutrition 24 Ice Cream 27 Our People & Culture 30 Planet & Society 35 Climate Transition Action Plan: Annual Progress Report 42 Task Force on Climate- related Financial Disclosures statement Our Performance 52 Financial performance 52 Unilever Group performance 53 Business Group performance 54 Additional financial disclosures 60 Non-financial performance 60 Improve the health of the planet 61 Improve people’s health, confidence and wellbeing 61 Contribute to a fairer and more socially inclusive world 62 Additional non-financial disclosures Our Principal Risks 67 Principal risks 67 Risk management approach 68 Principal risks 76 Viability statement Governance Report Financial Statements Running a responsible and effective business Our full financial results and notes for the year 78 Chair's Governance statement 134 Statement of Directors' responsibilities 80 Board of Directors 135 Report of Independent Registered Public Accounting Firm 82 Unilever Leadership Executive (ULE) 150 Consolidated financial statements Unilever Group 84 Corporate Governance statement 154 Notes to the consolidated financial statements 95 Report of the Nominating and Corporate 214 Group Companies Governance Committee 225 Shareholder information – Financial calendar 100 Report of the Audit Committee 226 Additional Information for US Listing Purposes 105 Report of the Corporate Responsibility Committee 109 Directors' Remuneration Report Online About this Annual Report You can find more information about Unilever online at Unilever Annual Report on Form 20-F 2022 www.unilever.com This document is made up of the Strategic Report, the Governance Report, the Financial Statements and Notes, and Additional Information for US Listing Purposes. The Unilever Group consists of Unilever PLC (PLC) together with the companies it controls. The terms ‘Unilever’, the 'Company', the ‘Group’, ‘we’, ‘our’ and ‘us’ refer to the Unilever Group. Our Strategic Report, pages 1 to 76, contains information about us, how we create value and how we run our business. It includes our strategy, business model, market outlook and key performance indicators, as well as our approach to sustainability and risk. The Strategic Report is only part of the Annual Report and Accounts 2022. The Strategic Report has been approved by the Board and signed on its behalf by Maria Varsellona – Chief Legal Officer and Group Secretary. Our Governance Report, pages 77 to 131, contains detailed corporate governance information, our Committee reports and how we remunerate our Directors. Our Financial Statements and Notes are on pages 133 to 213. The Directors’ Report of PLC on pages 2 to 4, 6 to 34, 39 to 42, 62 to 64, 70 to 71, 78 to 108, 110 to 112, 167, 172, 186-192, 195, 204, 224 to 225, 228 and 233 has been approved by the PLC Board and signed on its behalf by Maria Varsellona – Chief Legal Officer and Group Secretary. Pages 226 to 235 are included as Additional Information for US Listing Purposes. For more about our sustainability activities and performance visit www.unilever.com/planet-and-society The Unilever Annual Report on Form 20-F 2022 along with other relevant documents can be downloaded at www.unilever.com/investors/annual-report-and- accounts References to information on websites in this document are included as an aid to their location and such information is not incorporated in, and does not form part of, this document. Any website is included as an inactive textual link only. In this report
Unilever is one of the world’s largest consumer goods companies with a portfolio of leading purposeful brands, an unrivalled presence in future growth markets, and a determinedly commercial focus as a sustainable business. We are creating value for our multiple stakeholders through the clear investment choices we have made in our Compass strategy which, along with our step-up in operational excellence, are improving the consistency and competitiveness of our performance. 2022 has been a year of significant change for Unilever. Our new Compass Organisation is designed to make us faster and simpler, more category-focused, and more accountable as a team. This Annual Report tells the story of 2022 through our five new Business Groups. It is a story of strong growth as we build towards our vision of demonstrating that sustainable business delivers winning performance. 2022 financial highlights Turnover Operating margin Dividends paid €60.1bn 17.9% €4.3bn 2021: €52.4bn 2021: 16.6% 2021: €4.5bn Underlying sales growth(a) Underlying operating margin(a) Free cash flow(a) 9.0% 16.1% €5.2bn 2021:4.5% 2021:18.4% 2021: €6.4bn For more details, see our Group Financial Review on pages 10 to 11. (a) Underlying sales 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 pages 54 to 59.
We are home to 400+ brands – and proud that around 3.4 billion people use our products every day. How we create value through our business model Our multi-stakeholder business model recognises the importance of the relationships and resources that we depend on across our value chain – from the ingredients we source to the products we sell in over 190 countries. Powered by our people 127,000 No1 Our diverse and talented people are the heartbeat of Unilever – when they thrive, our business thrives. We have created a high-performance growth culture which is human, purposeful and accountable. Employees in around 100 countries FMCG employer of choice for graduates and early career talent in 16 out of our 20 biggest markets Cutting-edge insights 1.5bn+ 3m Consumer and customer insights are the lifeblood of our business. We use technology and data to understand how people live, buy and use our products, giving us a competitive edge. Consumer data touchpoints delivering 300m+ personalised digital experiences Consumers engaged annually through our engagement platforms Impactful innovations €908m €1.7bn Our team of passionate scientists and researchers create innovations behind the products and experiences our consumers love, which in turn drives growth for our business. Spend on Research and Development Incremental turnover from innovations Unilever at a glance 2 Unilever Annual Report on Form 20-F 2022 | Strategic Report – About Unilever
Resilient supply chain 52,000 €41.3bn We source ingredients and raw materials from over 150 countries. Working in partnership with our suppliers is critical to our future growth and sustainability performance. Suppliers we work with Spend on raw materials and services World-class manufacturing 280 -68% Our factories are the engine room of the business, where our products are made – and where we prioritise above all else safety, quality and sustainability. Factories operated by Unilever(a) Reduction in GHG emissions from energy and refrigerant use in our operations since 2015 Agile customer operations 500 25m Our customer operations team coordinates distribution and logistics to ensure that products leave our factories and warehouses, and find their way to the many millions of customers who sell them – in-store and through digital channels. Logistics warehouses occupied by Unilever Customer orders processed annually Effective and purposeful marketing €7.8bn 14 We invest in marketing and advertising to make our brands memorable and appealing. Our research shows that brands with purpose, coupled with product superiority, can unlock accelerated growth. Spend on Brand and Marketing Investment All numbers relate to 2022 reporting period. (a) We also work with approximately 1,000 collaborative third-party manufacturing sites to meet changing consumer demand (including 82 dedicated to Unilever). Unilever brands in the top 50 most chosen FMCG brands globally(b) (b) Based on market penetration and consumer interactions (Kantar Brand Footprint report 2022). Unilever Annual Report on Form 20-F 2022 | Strategic Report – About Unilever 3
Our Vision is to deliver winning performance by being the global leader in sustainable business. Our Financial Framework Consistent and competitive growth driving top tier Total Shareholder Return. Where to play Build a high growth portfolio across five Business Groups Beauty & Wellbeing* Personal Care Home Care Nutrition Ice Cream Win with our brands, powered by superior products, innovation and purpose Win with differentiated science & technology Improve the health of the planet Improve people’s health, confidence and wellbeing Contribute to a fairer, more socially inclusive world Accelerate in key markets USA, India and China Leverage emerging market strength Lead in the channels of the future Accelerate digital commerce Win with top customers Drive category value * Including Prestige Beauty and Health & Wellbeing How to win Operational Excellence through the 5 Growth Fundamentals Global Leader in sustainable business A growth-focused and purpose-led organisation and culture Purposeful brands Drive climate action to reach net zero Drive greater category focus and expertise Improved penetration Reduce plastic as part of waste-free world Leverage power of Unilever-wide capabilities Impactful innovation Regenerate nature and agriculture Unlock speed and agility of a digitally enabled organisation Design for channel Raise living standards in our value chain Be a beacon for equity, diversity and inclusion Fuel for growth The Unilever Compass Strategy for Sustainable Growth 4 Unilever Annual Report on Form 20-F 2022 | Strategic Report – About Unilever
Our Compass Organisation Unilever Corporate Centre A lean global ‘One Unilever’ team which sets global strategy, provides functional expertise and sets standards across all Business Groups and Business Units. Beauty & Wellbeing See pages 12-14 Purpose. Science. Desire. Key categories: €12.3bn 20% 24% Hair Care Health & Wellbeing Prestige Beauty Skin Care Turnover of Unilever turnover of Unilever underlying operating profit Personal Care See pages 15-17 Asserting our Leadership. Key categories: €13.6bn 23% 28% Deodorants Oral Care Skin CleansingTurnover of Unilever turnover of Unilever underlying operating profit Home Care See pages 18-20 Clean Home. Clean Planet. Clean Future. Key categories: €12.4bn 21% 14% Fabric Cleaning Fabric Enhancers Home & Hygiene Water & Air Turnover of Unilever turnover of Unilever underlying operating profit Nutrition See pages 21-23 A World-class Force for Good in Food. Key categories: €13.9bn 23% 25% Dressings Functional Nutrition Healthy Snacking Plant-Based Meat Scratch Cooking Aids Tea Turnover of Unilever turnover of Unilever underlying operating profit Ice Cream See pages 24-26 Happy People, Happy Planet, Winning Smiles. Key categories: €7.9bn 13% 9% Ice Cream (in-home and out-of-home) Turnover of Unilever turnover of Unilever underlying operating profit Unilever Business Operations The operational backbone of Unilever which combines our supply chain expertise, technology and enterprise services to transform the way our business operates and how it is experienced by our customers and consumers. Business Operations aims to be a powerhouse of excellence in processes, execution and digital capability that enables our Business Groups to win through cost-efficient, resilient, user-centric and sustainable operations. Unilever Annual Report on Form 20-F 2022 | Strategic Report – About Unilever 5
Nils Andersen Chair Performance Unilever delivered a very good all-round performance in 2022, among the best in the consumer goods sector. Top-line growth was strong, in a very challenging macroeconomic environment, with underlying sales up by 9.0%. The decision to introduce price increases responsibly, but early, in the wake of record high input cost inflation proved to be strategically correct. It enabled the Company both to protect the overall shape of its performance and continue to invest in the long-term drivers of growth, including – very importantly – brand and marketing investment and R&D. The relatively limited impact of such significant price increases on the volume of Unilever’s sales is a measure of how well the Company’s brands are regarded by consumers around the world. It also reflects the operational excellence shown by the Company’s supply chain and sales force operations. On the bottom line, underlying operating profit improved slightly to €9.7 billion, despite a decline in operating margin as a result of the very large increases in material inflation, not all of which could be offset by increased prices and higher savings. As part of our commitment to deliver shareholder value, we announced in 2022 a €3 billion share buyback programme, to be completed over the course of 2022 and 2023. The first two tranches were delivered during 2022, worth a total of €1.5 billion. We also continue to offer shareholders a consistent and attractive dividend, with a total of €4.3 billion paid out in dividends in 2022. The world hasn’t got any easier to navigate since the challenges of the Covid pandemic and the results for 2022 are testament to Unilever’s resilience and to the strength and quality of its brands. Portfolio transformation The strategic focus over recent years on Unilever’s core brands, priority markets and key channels has contributed significantly to the step-up in performance. The improvement is also a measure of the actions taken to sharpen Unilever’s portfolio. Over the last five years, 17% of the Company’s portfolio of brands has been rotated out of slower growing categories and into newer and expanding parts of the market. The completion last year, for example, of the sale of the Tea business to CVC Partners is helping to transform the growth profile of Unilever’s Nutrition business, allowing for an even stronger focus on Scratch Cooking Aids and Dressings, and on building the Company’s presence further in the fast-growing area of plant-based foods. Consumer healthcare – another accelerating category – is also an area of keen interest. Our exchanges at the beginning of last year with GSK and Pfizer about acquiring their consumer healthcare arm have been well documented and commented upon. Investors let it be known that they would not welcome a move of that size or scale. The Board listened carefully to the concerns and made clear that we do not intend to pursue any large-scale acquisitions in the foreseeable future. Instead, we have continued to follow our strategy of building Unilever’s presence in consumer healthcare through bolt-on acquisitions and organic growth. Good progress was made on both fronts last year. Our Health & Wellbeing business continued to deliver strong organic growth, but was also complemented during the year by the acquisition of Nutrafol, a leading hair wellness brand. Members of the Board were pleased to meet with the founders of Nutrafol in New York last summer and were encouraged to hear first-hand about the exciting potential the brand has for expansion. Like Prestige Beauty, Health & Wellbeing is now a €1 billion+ business, enjoying double-digit growth. As such, these two relatively new businesses are making a meaningful contribution to Unilever’s turnover. They show what can be achieved in attractive sectors of the market through a judicious mix of selective acquisitions and good organic growth. This approach is serving Unilever well and will continue to guide the Company’s portfolio strategy. New Compass Organisation Last year saw a complete redesign of Unilever’s organisational model. The move away from an increasingly complex matrix structure to a more agile and accountable model based around five Business Groups – with responsibility for developing strategy and delivering results – was strongly supported by the Board. This new Compass Organisation represents a major change to the way the Company operates. It has the potential to make Unilever a simpler and more transparent business, more expert in its categories and more responsive to fast-changing market dynamics. The speed and professionalism with which such a large-scale – and potentially unsettling – change was introduced is a tribute to all those concerned. To have made the change while keeping the business operating and performing at a time of huge market volatility adds to the sense of achievement. While it will take time to fully bed down – and will inevitably continue to evolve – the Board is confident that the new organisation provides a strong and enduring base on which Unilever can move forward. We were pleased to see how well the new organisation is working in practice during a visit at the end of last year to South East Asia. Board members spent time in Singapore, Indonesia and Vietnam, reviewing the businesses there with the heads of the five regional Business Units. The increased speed of decision-making – and the energy this is releasing within the business – was very apparent. South East Asia is an important region for Unilever and so the Board was reassured not only to see how well the new organisation is working, but also how strongly the region itself is bouncing back after the challenges of recent years. During our time in Singapore – one of Unilever’s main strategic hubs – we also reviewed the global Business Units helping to support and drive Unilever’s growth. This included Unilever International, an export-driven business which in just ten years has become one of the Company’s fastest-growing units, generating sales of more than one billion euros a year. Chair's statement 6 Unilever Annual Report on Form 20-F 2022 | Strategic Report – Review of the Year
Board composition and succession In July, we were pleased to welcome to the Board, Nelson Peltz, whose Trian Partners investment firm is one of Unilever’s top ten shareholders. Nelson has also joined the Compensation Committee. A business figure of international repute, Nelson brings a wealth of experience to Unilever, particularly in consumer goods, where he has served on the boards of many of the sector’s leading companies. In September, our CEO Alan Jope, announced his intention to retire from Unilever in 2023 after 38 years with the business, nearly a third of them spent on the Unilever Leadership Executive. Alan has given wonderful service and leadership to Unilever during an exemplary career and the Board has thoroughly enjoyed working with him. After an extensive global search, we were delighted to announce that Hein Schumacher will become the new CEO of Unilever from 1 July 2023. Hein is currently CEO of Royal FrieslandCampina, the global dairy and nutrition business. Since October 2022, Hein has also served as Non-Executive Director on the Unilever Board, following a search process that originally began in 2021. Hein has an excellent track record of delivery in the global consumer goods industry. He brings exceptional strategic capabilities, proven operational effectiveness, and strong experience in both developed and emerging markets. The Board is looking forward to working with him as CEO as we work to realise the full potential of Unilever to the benefit of all our stakeholders. Looking ahead It is clear that 2023 is going to be another challenging year for the world economy, with the very real prospect of a global recession. We don’t know exactly what impact this will have on consumer spending, but we need to be ready. That means continuing to price responsibly and expertly, while also being sure to manage the necessary trade-offs between pricing, operating margin and competitiveness. The Company met this challenge well in 2022 and the Board is confident that Unilever has the resilience to ride out these inflationary storms and emerge stronger. The priority in 2023 will be to drive organic top-line growth, while continuing to invest competitively behind the Company’s world-leading brands. The recent sharpening of the strategy and the changes to the organisational structure will certainly stand the business in very good stead. The extraordinary events of the last few years have presented enormous challenges in running a business operating in every corner of the globe. The Board is grateful to the management team for the very capable way in which they have led the business through this tumultuous period, and we are full of admiration for the Company’s 127,000 employees, who – despite the challenges – have delivered a strong year for Unilever and its stakeholders. Section 172 statement Under Section 172 of the UK Companies Act 2006 (‘Section 172’) directors must act in the way that they consider, in good faith, would be most likely to promote the success of their company. In doing so, our Directors must have regard to stakeholders and the other matters set out in Section 172. Pages 62 to 63 and 87 comprise our Section 172 statement. Pages 62 to 63 of our Strategic Report identifies our key stakeholders and provides examples of how the business engaged them during 2022, with cross references to the Review of the Year section for more detail. Page 87 of our Governance Report details how our Directors have taken steps to understand the needs and priorities of these stakeholders when setting Unilever’s strategy and taking decisions concerning the business, including by direct engagement or via their delegated committees and forums. The relevance of each stakeholder group may vary depending on the matter at hand. Unilever Annual Report on Form 20-F 2022 | Strategic Report – Review of the Year 7
Alan Jope Chief Executive Officer Q. 2022 was a very volatile year for the world economy. How did this impact Unilever’s business? I would characterise 2022 as another volatile year, following two extraordinary years in 2020 and 2021. Indeed, it was instructive to see one renowned dictionary, Collins, declare ‘permacrisis’ to be word of the year in 2022, defined as ‘an extended period of instability and insecurity’. Certainly, the evidence of instability was all around us. Lockdowns arising from the Covid pandemic continued to cast a pall over parts of the world, notably China, home to Unilever’s third-largest business. The damage and disruption from the effects of climate change reached new levels. According to one report, 10 climate-related disasters each caused more than $3 billion of damage. And the Russian government’s brutal and senseless invasion of Ukraine not only brought war to Europe – and untold suffering to the people of Ukraine – but also amplified an emerging global energy crisis. The most obvious – and damaging – economic consequence of these events for Unilever was soaring material costs, stoking inflation to levels not seen since the 1980s. Unilever’s own material cost inflation reached €4.3 billion in 2022 – more than twenty times what we would normally expect to see. At a time when consumers are under huge strain, increasing prices to cover such a large spike in costs needs to be done sensitively, and responsibly. Pricing also needs to be complemented with higher levels of productivity savings and efficiencies, thereby protecting the Company’s ability to invest in growth. Despite the uncertainties of the last year, I do believe we struck the right balance when it came to managing pricing, savings, and investment. Q. Given this backdrop, how do you assess the Group’s performance in 2022? Overall, it was a strong performance. Growth was our number one priority and we delivered Unilever’s fastest rate of growth for many years, with underlying sales up 9.0%. Although this was driven by strong pricing action – with price growth of 11.3% – the impact on volume growth was modest (down 2.1%). This speaks to the strength of our brands, as well as to the quality of our execution in the markets, something we have worked hard to step-up over recent years. Our strong underlying performance, combined with the impact of currency movements (+6.2%), meant Unilever’s turnover was up by 14.5%, crossing €60 billion for the first time. Importantly, growth was broad-based across our five Business Groups. It was driven by a strong performance from our biggest brands. With the addition last year of Lifebuoy and Comfort, we now have 14 brands with a turnover of more than one billion euros. Together these brands grew 10.9% last year and now represent a healthy 53% of Unilever’s business. We also benefited from our strong presence in emerging markets, which experienced a resurgence after the challenges of recent years. Although some markets, like Indonesia, remained under pressure and China continued to be held back by prolonged Covid lockdowns, in aggregate our emerging market businesses grew 11.2%. This included strong performances in the Unilever heartlands of South Asia, South East Asia, and Latin America. On profitability, despite the huge increase in our total costs – only three-quarters of which was recovered through pricing – we delivered an underlying operating margin of 16.1%, in line with our guidance. Our absolute underlying profit was up slightly, to €9.7 billion. Free cash flow was €5.2 billion – a very robust performance in the circumstances. Q. As you look back, what were you most encouraged about in 2022 and what didn’t go as well as you would have hoped? We delivered a strong set of results in 2022, but it is the quality – and consistency – of our performance that gives most cause for encouragement, and in particular the extent to which it reflects our strategic choices. Under the Unilever Compass for Sustainable Growth (pages 4 to 5), we have set out the categories, brands, markets and channels that are key to Unilever’s success and which we are prioritising for investment and growth. In each case, we are making real headway. For one, we have a stronger, sharper portfolio. Recent acquisitions and disposals have helped to position Unilever more effectively in faster-growing parts of the market, including in Prestige Beauty and Health & Wellbeing. Our top brands are in great shape, growing well above the Unilever average and at rates not seen for many years. Our three biggest markets – the US, India and China – performed well in very different market conditions. And under our channel strategy, we are capturing more than our share of the explosion in digital commerce, which now represents 15% of Unilever’s business and grew last year by 23%. In short, the Unilever Compass for Sustainable Growth is proving to be a winning strategy, one that is backed up, operationally, by a considerable step-up in the quality of our execution in the marketplace. In terms of what could have gone better, the leaking of private exchanges with GSK and Pfizer about a potential acquisition of their consumer healthcare business perturbed many investors, who questioned the size and timing of a deal. Even though we moved on quickly from the episode – ruling out large-scale acquisitions for the foreseeable future – we recognise that rebuilding confidence among shareholders takes time. We are committed to doing that and have engaged extensively with investors over the last year on how we intend to drive value through changes to our portfolio and organisation, as well as through an increased focus on operational execution. Q. Last year saw the revamping of Unilever’s organisational model. What impact do you expect the new Compass Organisation to have on business performance? The scale of the change introduced last year is hard to overstate. This was the biggest shake-up in Unilever’s way of operating for many years. It was driven by the recognition that Chief Executive Officer's statement 8 Unilever Annual Report on Form 20-F 2022 | Strategic Report – Review of the Year
competing in today’s fast-paced and fragmented marketplace – where consumers have more choice and higher expectations – demands greater levels of category expertise and responsiveness. Our five Business Groups are the centrepiece of the new organisation. They are: Beauty & Wellbeing, Personal Care, Home Care, Nutrition, and Ice Cream. These are each sizeable businesses, catering to distinct consumer and customer needs and operating in very different channels. The Business Groups have the freedom to set their own strategies and allocate resources, bringing new levels of speed and focus to the way Unilever operates. Crucially, the model is also founded on leveraging the power and scale of ‘One Unilever’ through our highly skilled Unilever Business Operations team – the systems backbone of the Company – as well as through the expertise provided by a lean Corporate Centre. It is still early days. We are a few months into a transformation that will take place over two years. However, there is a lot of enthusiasm for the changes among our increasingly empowered teams. There are also many examples (featured in other parts of this report) of faster and more effective decision- taking. We are also delighted that the business performed very well in the quarters leading up to, and immediately after, the launch of the new model on July 1 2022. In short, the new Compass Organisation represents a modern, fit-for-purpose operating model that will enable Unilever to compete even more effectively in the years ahead. Moreover, by structuring the business around five Business Groups – each with the potential to grow above Unilever’s historic average – we are confident that the new organisation can help to accelerate Unilever’s rate of growth. Q. How are you progressing towards your vision of making Unilever the global leader in sustainable business and demonstrating how this drives winning performance? Our commitment to sustainability comes with an unwavering determination that it contributes to strong value-creation. It was good to see a number of leading surveys rank Unilever as the global leader in sustainability again last year, most notably the GlobeScan SustainAbility Leaders Survey, the largest of its kind. We were also pleased to top the Responsibility 100 Index, a considered assessment of how FTSE 100 companies are living up to their sustainability commitments. However, while these surveys cement Unilever’s reputation as a leader in sustainability, the real test comes in being able to commercialise the investments we have made and show that sustainable business is a pathway to better performance. The business case relies on being able to demonstrate four things – that sustainable business drives growth, reduces cost, lessens risk and acts as a magnet for talent. On each of these dimensions, there is mounting evidence to support the case: ■ On growth, our own experience confirms that purpose is a catalyst for growth when it builds on the prerequisites of great product performance and good value. The performance of some of our largest and most purposeful brands, such as Hellmann’s, OMO and Rexona which all grew double-digit in 2022, supports this. ■ On cost, while we often have to invest to drive the transition to a sustainable business, cost efficiencies are increasingly visible. Since 2008, we have avoided costs of around €1.5 billion from energy and water efficiency measures in our factories. ■ On risk, for a business whose operations are reliant on water – and where nearly 40% of manufacturing sites are in water- stressed areas – it makes business sense to have water stewardship programmes in the most affected areas, like India, where 1.9 trillion litres of water have already been conserved. ■ And, finally, on talent, internal surveys show that our commitment to purposeful business is a key factor in why high-performing people stay with the Company. It also helps to explain why we are the industry employer of choice in 16 of our top 20 markets. To strengthen the business case further and provide greater focus to our sustainability efforts, we have called out four areas that will define our corporate priorities in the period ahead: accelerated action on climate change; reducing our plastic footprint; regenerating nature and agriculture; and raising living standards in our value chain, including through the implementation of a living wage. See pages 32 to 41 for further details of our progress. While increasing numbers of people acknowledge the correlation between sustainable business and improved performance, some are yet to be convinced. The onus remains firmly on us to go on making the case and demonstrating the connection. Q. Looking ahead, how do you assess the external trading environment and what are your key priorities for the business in 2023? Unfortunately, we expect the lack of macroeconomic stability to continue into 2023, and while inflationary pressures are likely to ease later in the year, inflation will remain at historically high levels for some time to come, with all the attendant consequences for consumer confidence and spending. We are not daunted by this. As we demonstrated last year, Unilever is a resilient business, well versed to operating in volatile and high inflation markets. We have a clear set of priorities and objectives to guide us. Growth will be our number one priority, driven by investments in the key elements of Unilever’s compounding growth model – brand support, R&D and capital expenditure. With cost pressures remaining at historically high levels, our focus will be on striking the right balance of price increases and savings delivery, commensurate with protecting our volumes and improving Unilever’s competitiveness. We will go on navigating these challenging conditions while putting in place the strategic, operational and organisational pillars necessary for long-term success and value creation. We had a strong end to last year and are firmly fixed on carrying that momentum into 2023. Despite the tough environment, we are cautiously optimistic. It is an optimism borne of the incredible efforts again last year of Unilever’s dedicated and hard-working employees, as well as the millions more who make up our extended value chain, who it has been the greatest honour to lead and work alongside. From a personal perspective, in my remaining time with the Company, I am determined to see through the important changes we have been making to Unilever, and which – increasingly – we see reflected in the Company’s performance. I will continue to work tirelessly to leave the business in good shape for my successor, Hein Schumacher, who I am confident will take Unilever to new heights in the years ahead. Unilever Annual Report on Form 20-F 2022 | Strategic Report – Review of the Year 9
Strong sales growth and continued progress against strategy. The operating environment in 2022 was challenging from a geopolitical standpoint and saw record levels of inflation. We continued to serve consumers in these challenging times with our focus on operational excellence. We also rewired the organisation into a simpler, more category-focused operating model with sharper domain expertise and end-to -end accountability across our newly created five Business Groups – Beauty & Wellbeing, Personal Care, Home Care, Nutrition and Ice Cream. Growth and margins Against this backdrop, the Group generated turnover of €60.1 billion, operating profit of €10.8 billion, net profit of €8.3 billion and free cash flow of €5.3 billion during the year. Turnover increased 14.5% while underlying sales growth was 9.0%. There was a negative impact of 1.0% from acquisitions and disposals and a positive currency impact of 6.2% driven by strengthening of currencies in our key markets such as the US, Brazil, India and China. Growth was broad-based across each of our five Business Groups. Input cost inflation continued to accelerate and reached record levels in 2022. We stepped up our pricing action decisively, delivering underlying price growth of 11.3%, the highest in the past 10 years. This had, as expected, some negative impact on volumes, with underlying volume growth declining by 2.1%. Our one billion euro plus brands, accounting for 53% of Group turnover, delivered underlying sales growth of 10.9% (see page 11). Our digital commerce(a) sales footprint continues to grow and now represents 15% of our overall sales. The US and India, two of our key growth markets, grew at 8.0% and 15.6% respectively. China declined by 1.3% as it was affected by pandemic-related restrictions. In emerging markets, underlying sales grew by 11.2%, with a 13.5% contribution from price and volumes down by 2.0%. South Asia grew strongly through both price and volume. High inflation in Latin America led to high pricing action and volume contraction. China declined slightly as it was affected by pandemic-related restrictions. South East Asia achieved double-digit price growth with flat volumes. Turkey delivered high single-digit volume growth in a very inflationary environment. Developed markets underlying sales grew by 5.9%, with 8.4% from price and (2.3)% from volumes. Volumes declined in Europe and North America in the wake of the pricing action. North America also faced service issues due to labour shortages across factories. 2022 saw a step-up in growth underpinned by pricing agility, disciplined capital allocation and a more category-focused and accountable organisation. Graeme Pitkethly Chief Financial Officer Operating profit was €10.8 billion which included €2.3 billion of profit from the sale of our Tea business(b) and €1.2 billion of other non-underlying items, the most significant being restructuring costs of €0.8 billion including costs related to the setup of the new organisation structure. Underlying operating profit was €9.7 billion, up 0.5% versus the prior year. Underlying operating margin decreased by 230bps. Gross margin decreased by 210bps reflecting the significant inflation in raw material, packaging, processing and distribution costs globally. We continued to invest behind our brands with a step-up in brand and marketing investment of €0.5 billion in constant exchange rates, contributing 10bps to underlying operating margin. Overheads increased by 30bps largely due to investments in capabilities to drive growth and increased scale of our Prestige Beauty and Health & Wellbeing businesses. Cash, capital allocation and earnings We generated free cash flow of €5.2 billion, including €0.3 billion of tax paid relating to the separation of the Tea business. This represents cash conversion of 97%. We announced a share buyback programme of €3 billion to be completed over 2022-23. We completed the first two tranches during the year and repurchased shares worth €1.5 billion. Dividend payments were maintained in line with prior year at €4.3 billion. Diluted earnings per share were €2.99, a 29% increase versus prior year. Excluding the impact of the gain on disposal of our Tea business and other non-underlying items, underlying earnings per share were €2.57, a reduction of 2.1% versus the prior year. The reduction was driven by higher finance cost on the back of increasing interest rates and a higher tax charge due to country mix and other one-offs. This was partially offset by a reduction in number of shares as a result of the share buy-back programme. Portfolio reshaping We continued on our journey of pivoting the portfolio towards higher growth businesses. On 1 July 2022, we completed the sale of our global Tea business to CVC Capital Partners Fund VIII for €4.5 billion on a cash-free, debt-free basis. Our recent acquisitions, Paula’s Choice and Nutrafol, which we acquired in 2021 and 2022 respectively, stepped up our presence in the high growth spaces of Prestige Beauty and Health & Wellbeing. More details on acquisitions and disposals are in note 21 on pages 198 to 201. Looking ahead We have confidence that our strategic priorities and our new simpler category-focused organisation position us well to deliver sustainable long-term growth and shareholder value. (a) Digital commerce sales are defined as online sales made by Unilever to our consumers or customers either directly or through platforms as well as an estimate of our brands' sales through our customers' own websites. (b) Excluding our Tea business in India, Nepal and Indonesia and our interests in the Pepsi Lipton ready-to-drink Tea joint ventures and associated distribution businesses. Group Financial Review 10 Unilever Annual Report on Form 20-F 2022 | Strategic Report – Review of the Year
Unilever Group performance highlights Turnover Underlying sales growth Contribution of our €1bn+ brands 10.9% Underlying sales growth 53% of Unilever turnover Operating margin Underlying operating margin Free cash flow Diluted earnings per share Underlying earnings per share 17.9% 16.1% €5.2bn €2.99 €2.57 2021: 16.6% 2021: 18.6% 2021: €6.4bn 2021: €2.32 2021: €2.62 Unilever Annual Report on Form 20-F 2022 | Strategic Report – Review of the Year 11
We are a global player in the fast-growing beauty, health and wellbeing market. Our Business Group is home to global brands like Dove and Vaseline, as well as our Prestige Beauty and Health & Wellbeing brands which include Paula's Choice and Liquid I.V. Highlights Our Hair Care and Skin Care categories delivered price-led growth with modest decline in volumes. Health & Wellbeing and Prestige Beauty grew double-digit. Continued focus on scaling superior science and technology through our brands. Acquired a majority stake in Nutrafol, building on our expertise in beauty and hair. Beauty & Wellbeing performance Turnover Turnover growth Operating margin €12.3bn Underlying sales growth Underlying operating margin Business Group Review: Beauty & Wellbeing Beauty & Wellbeing 12 Unilever Annual Report on Form 20-F 2022 | Strategic Report – Review of the Year
Purpose. Science. Desire. Beauty & Wellbeing represents 20% of Unilever’s total turnover and 24% of its underlying operating profit. We are focused on delivering high growth across four key categories and investing in portfolio transformation. We have a strong Hair Care portfolio which is contesting for global leadership and our Skin Care portfolio is particularly strong in Asia. Our newest categories are Prestige Beauty and Health & Wellbeing, both of which have a strong presence in the US with potential for global expansion. Our Business Group strategy is inspired by a simple but powerful mantra: ‘Purpose. Science. Desire.’ This means creating purposeful and meaningful brands that positively impact people and planet, using cutting-edge science and technology for superior products, and increasing the desirability of our brands to make them relevant and timeless. We believe that the combination of all three will help us unlock consistent growth and competitiveness. Several industry trends are informing our strategy including the demand for authenticity and inclusive beauty, consumers continued search for science-backed hero products that deliver transformational results, and the blurring of 'beauty' and 'wellbeing'. All of these trends drive premiumisation and make the economics of digital commerce and specialist channels attractive. Growing our global brands Our core global Hair Care and Skin Care brands, which include Dove, Vaseline, Sunsilk, CLEAR, TRESemmé, Pond's and Glow & Lovely, make up half of our turnover and are key to accelerating value creation. We are focused on growing these brands by channelling investment to our most important markets. This year we launched several new premium lines, supported by superior science and technology, and we are now scaling these leading technologies through our brands. Dove Hair Therapy, for example, is now available in multiple markets globally and includes patented Fibre Shield Advance Repair technology that delivers superior conditioning, surface repair and protection. And our Vaseline brand's Gluta-Hya range, which includes day and night protect and repair variants, has been successful in a number of South East Asian markets. We are working closely with our retail partners to strengthen our strategic category partnerships. For example, in the US we have been selected as a Walmart ‘Category Captain’ across several Hair Care subcategories in order to help accelerate their overall category growth. The new Compass Organisation has empowered our Business Group to make strategic choices which improve growth and profitability of our brands. For example, we have been able to remove cost from the business by reducing more than 200 fragrances used across our shampoos. In 2022, we invested in our fastest-growing brands and markets, setting a strong foundation for us to deliver consistent growth ahead of the market in four categories, while shifting our portfolio into premium products and fast-growing channels.ke Faber Fernando Fernandez President, Beauty & Wellbeing Scaling Prestige Beauty and Health & Wellbeing Another key part of our transformation is scaling our Prestige Beauty and Health & Wellbeing categories which include many of our recently acquired businesses – the result of a disciplined and selective approach to capital allocation. Our Prestige Beauty brands contributed €1.2 billion in turnover in 2022. The Unilever Prestige Beauty skincare and colour cosmetics portfolio in the US has been growing at twice the market rate. Digital commerce has been growing strongly, accounting for about half of all Prestige Beauty portfolio sales. Our Prestige Beauty business in China grew strongly and is now our third- biggest Prestige Beauty market, with brands such as Hourglass performing well thanks to its launch in specialised beauty retailer, Sephora. Paula’s Choice continued its growth in direct-to-consumer channels, building on its successful launch into Sephora last year. Meanwhile, our Japanese rituals skin care brand Tatcha continued its expansion into new markets including the UK. Health & Wellbeing is a key growth space of the future, as consumers increasingly turn to vitamins, minerals and supplements (VMS). Our lifestyle-led, science-driven Health & Wellbeing brands contributed €1.3 billion in turnover. Liquid I.V. is our biggest Health & Wellbeing brand and the number one powdered hydration brand in the US. It continues to grow and has quadrupled in size since acquisition, thanks to strong retail partnerships and a step-up in marketing. Business Group Review: Beauty & Wellbeing Unilever Annual Report on Form 20-F 2022 | Strategic Report – Review of the Year 13
OLLY also expanded its range in 2022 with new gut-friendly products, such as Fiber Gummy Rings and Keep it Movin'. In 2022, we acquired a majority stake in Nutrafol, a premium brand which offers a range of clinically tested, physician- formulated products designed to address thinning hair and compromised hair health for women and men. We are well placed to add value to this business, building on our expertise in beauty and hair. Leading on purpose Our consumers want brands that not only deliver great results, but that also promote inclusive beauty, healthy lifestyles and speak to their personal identities. Our biggest brand Dove has been driving a pioneering purpose agenda for a number of years – read more about Dove on page 17. Vaseline also has a long-term commitment to providing access to skin health care. This year, Vaseline created the award-winning 'See My Skin' database, in partnership with Hued and dermatologists of colour who understand melanin-rich skin care needs. Our other brands are continuing to place purpose and sustainability at the core of their propositions, often guided by their original founder’s social mission. Dermalogica, for example, is providing skills-based training, education and scholarships to maximise the growth potential of the professional skin therapists who work with the brand. And Shea Moisture – a vocal advocate for advancing economic equity through supporting Black entrepreneurship – continues to invest in securing a sustainable supply of organic shea butter, working with cooperatives in West Africa which empower women and their families. Read more about the work of Shea Moisture in its 'Wash, Wealth, Repeat' 2022 Impact Report. Performance in 2022 Turnover increased by 20.8%. Underlying sales growth was 7.8%. There was a net positive impact of 3.7% from acquisitions and disposals driven by Paula's Choice and Nutrafol, and a favourable currency impact of 8.1% driven by the strengthening of currencies in key markets such as India, China and the US. Our Hair Care and Skin Care categories delivered price-led growth with modest decline in volumes. Growth was competitive supported by a continued step-up in brand and marketing investments. Both Health & Wellbeing and Prestige Beauty grew double-digit. Health & Wellbeing’s growth was propelled by Liquid I.V., on the back of increased distribution and awareness. Prestige Beauty delivered another year of consistent and competitive growth despite a shift from digital commerce to bricks and mortar in 2022. Emerging markets led growth through pricing with a slight volume decline. Latin America and South Asia grew double- digit. North Asia declined marginally driven by the Covid lockdowns in China, which ended in December 2022. Developed markets grew single-digit with North America leading the growth driven by premium portfolio and digital commerce. Europe grew modestly through price, while volumes declined as the competition increased in Hair Care. Operating profit was €2.2 billion, which was flat compared to the prior year despite record high inflation and a step-up in brand and marketing investment. This was driven by a focus on savings and positive mix as the contribution of gross margin- accretive Prestige Beauty portfolio increased. Non-underlying items were €138 million, mostly driven by restructuring spends. Underlying operating profit increased slightly to €2.3 billion. €1.2bn Turnover from Prestige Beauty brands. Business Group Review: Beauty & Wellbeing 14 Unilever Annual Report on Form 20-F 2022 | Strategic Report – Review of the Year
We are one of the world's leading Personal Care businesses by turnover, with a portfolio of strong global brands such as Dove, Rexona, Lux and Pepsodent that deliver personal hygiene, self-care and confidence to consumers all over the world. Highlights Skin Cleansing grew high single- digit with strong pricing offset by volume decline. Deodorants held volumes despite robust pricing, delivering double- digit growth. Oral care grew high single-digit driven by pricing. Stepped up innovation execution, focusing on our biggest global brands. Personal Care performance Turnover Turnover growth Operating margin €13.6bn Underlying sales growth Underlying operating margin Business Group Review: Personal Care Personal Care Unilever Annual Report on Form 20-F 2022 | Strategic Report – Review of the Year 15
Asserting our Leadership. Personal Care represents 23% of Unilever’s total turnover and 28% of underlying operating profit. We are organised to deliver growth through three key categories and seven core brands, which represent the majority of Personal Care's turnover. We have global market-leading positions in Skin Cleansing and Deodorants, and in Oral Care we are number four globally. Consumers are now looking for better defences against lifestyle and environment challenges as well as products which offer additional functional benefits – such as enhanced protection against odour and wetness, body hygiene and care, and protection against tooth decay. Our Personal Care strategy harnesses our world-class innovation capabilities to meet these needs, aiming to deliver superior products and experiences, which are accessible to the mass consumer market. Our new structure enables us to take decisive actions to unlock funds which are reinvested into the business for profitable growth. For example, we have significantly streamlined how we work with collaborative third-party manufacturers. Making our portfolio more premium Innovation is key to growing our category leadership position and underpins our approach to premiumisation. This year, we stepped up our innovation execution, focusing on our biggest global brands. Rexona is an example of our innovation and epitomises this approach. Following a successful launch last year, its patented 72-hour non-stop sweat and odour protection deodorant – the first of its kind – is now available in 46 markets thanks to a concerted marketing campaign emphasising product superiority. This helped the brand grow double-digit in 2022. We see a big growth opportunity in the area of beauty enhancing products with the wide availability of cutting-edge beauty ingredients and crossover of skincare regimes into daily personal care routines. We are well placed to lead in this trend with our brands and through products such as Dove Even Tone antiperspirant deodorant which offers 48-hour sweat and odour protection, as well as helping to restore underarm skin to its natural tone. We believe Skin Cleansing has growth potential in both developed and emerging markets – powered by our largest brands such as Dove, which relaunched Dove Body Wash with microbiome nutrient serum. In India, our focus this year has been on strengthening our premium Lux range – such as soap bars for glowing skin, enriched with vitamin E and jasmine extract. We are also premiumising our Skin Cleansing portfolio in China through liquid formats such as the relaunched Lux Botanicals Body Wash, offering 24-hour long-lasting fragrance, as well as self-foaming body cleansers and bath products. Growing with our customers The biggest channels for our Personal Care business are hypermarkets and supermarkets in developed markets, and smaller proximity stores in emerging markets which serve local neighbourhoods. We partner with our key customers to create category growth opportunities through these channels. Dove, for instance, has been working with retailers to commercialise its purpose agenda, bringing its pioneering work on self- esteem and inclusion into stores and online. Sales through digital commerce grew 21.7% and accounted for 12.6% of Personal Care turnover. China is our biggest digital commerce business with 52% of sales through digital commerce platforms and video-sharing apps – driven by a focus on our premium Skin Cleansing brands, Dove and Lux. Personal Care is a large and attractive market, in which we hold strong leading positions with some of the most powerful brands in the industry. Fabian Garcia President, Personal Care Business Group Review: Personal Care 16 Unilever Annual Report on Form 20-F 2022 | Strategic Report – Review of the Year
Making a positive impact Our biggest brands combine product superiority and strong purpose agendas with high consumer appeal. Lifebuoy is one of several brands which has a long track record of improving health and wellbeing through large-scale targeted interventions. In 2022, it reached 647 million people through powerful TV commercials that are proven to help improve hand hygiene behaviour. These complement Lifebuoy’s long- standing behaviour-change programmes that are reaching children and mothers at scale in around 30 countries. Lifebuoy now also gives consumers in Asia access to free consultations with doctors and health advice via digital telehealth apps on their smartphones. Pepsodent has a long-term commitment to promoting toothbrushing. This expanded in 2022 with the launch of its teledentistry initiative in Indonesia and Vietnam, offering access to free dental advice and dentist consultations via mobile. Meanwhile, our Rexona brand's Breaking Limits programme is taking an inclusive approach to sport and physical activity to build young people’s confidence to move more. It is now live in five of our key markets. For nearly two decades, Dove has been providing pioneering body confidence programmes for young people around the world that have been proven to have a positive impact on self-esteem. Dove is now using digital channels to expand its reach and this year launched the Real Virtual Beauty Coalition to encourage developers to create a healthier, more diverse representation of women and girls in video games. We are also addressing a number of important issues as part of Unilever's wider environmental agenda – including plastic packaging (pages 32 to 33), climate change (page 37), sustainable palm oil (page 32), and protecting and regenerating nature (page 32). Performance in 2022 Turnover increased by 15.9%. Underlying sales growth was 7.9%. There was a favourable currency impact of 7.4% driven by the strengthening of currencies in key markets such as the US, Brazil, India and China. Skin Cleansing grew high single-digit with strong pricing offset by volume decline. Growth was broad-based across markets and brands, further strengthening market leadership. Deodorants held volumes despite robust pricing, delivering double-digit growth, with continued premiumisation and higher brand and marketing investment. Oral care grew high single-digit driven by pricing. Elida Beauty declined volumes in the face of pricing action and supply constraints. Dollar Shave Club, whilst marginally profitable, continued to decline in a competitive market. Emerging markets grew double-digit on the back of decisive pricing action, with competitors now catching up. In developed markets, North America grew mid-single-digit with declining volumes, despite service challenges as multiple resilience actions such as alternative sourcing and factory efficiency enhancements were rolled out at speed. Europe grew by mid-single-digit driven by pricing, with volumes declining as consumers were hit hard by very high inflation levels. Operating profit was €2.3 billion, a decrease of 3.1% compared to the prior year. Non-underlying items were €415 million, primarily driven by restructuring costs and a €192 million impairment related to Dollar Shave Club. Underlying operating profit was €2.7 billion, an increase of 6.9% despite extreme inflation, through savings and mix benefit as the margin- accretive Deodorants business increased its contribution. 647m People reached by Lifebuoy in 2022 through TV commercials proven to help improve hand hygiene behaviour. Business Group Review: Personal Care Unilever Annual Report on Form 20-F 2022 | Strategic Report – Review of the Year 17
We are a global business with leading household cleaning and laundry brands such as OMO*, Sunlight, Comfort and Domestos. Our aim is to offer products that are superior, sustainable and great value. Highlights Fabric Cleaning saw double-digit competitive growth, driven by pricing which was slightly offset by volume decline. Fabric Enhancers grew high single- digit led by price with some volume decline. Home & Hygiene grew by low single-digit with high pricing offset by volume decline. Our innovation programme Clean Future continued to inspire winning innovations to the mass market. Home Care performance Turnover Turnover growth Operating margin €12.4bn Underlying sales growth Underlying operating margin * Also known as Dirt Is Good, Persil and Skip. Business Group Review: Home Care Home Care 18 Unilever Annual Report on Form 20-F 2022 | Strategic Report – Review of the Year
Clean Home. Clean Planet. Clean Future. Home Care represents 21% of Unilever’s total turnover and 14% of underlying operating profit. We are organised to deliver growth and margin across four key categories: Fabric Cleaning, Fabric Enhancers, Home & Hygiene and Water & Air. We have a portfolio of strong global brands, a global geographical footprint and two years of consecutive market share growth. Our strength is in emerging markets where we lead the industry through market development. We see potential for our portfolio in our key emerging markets such as India, Brazil and China, where urbanisation is driving demand for household products. In Europe, we continue to innovate premium formats such as laundry and dishwasher capsules to meet evolving consumer needs. Clean Future is a critical part of our growth strategy – guiding our approach to innovation, product superiority and sustainability. Creating value from our premium portfolio and new channels Premiumisation is at the core of our strategy. We have seen in India the value this has created over the last decade, with our focus on market development to shift consumers from laundry bars and laundry powders to premium powders and laundry liquids. As a result, Home Care turnover in India has more than doubled and profitability has increased from 14% to 19%. In China, we are positioning our Fabric Cleaning portfolio to capitalise on the premiumisation opportunity – such as investing in the high-margin laundry capsules market and cleaning sprays. Laundry fragrance beads are another premium product with growth and margin potential, offering a high concentration of fragrance and convenience to consumers. We launched Comfort Fragrance Beads in China in 2020 and despite being a newcomer in this space with multiple competitors, we have delivered the fastest growth of market share over the past two years. Digital commerce, which now accounts for 17% of Home Care sales, is a key channel for our premium products – like fragrance boosters and laundry capsules – especially in countries such as China, the US and UK where digital penetration is high. We have also continued to expand our presence in the professional cleaning market through Unilever Professional (UPro), which offers a portfolio of premium products tailored to the needs of small and medium-sized operators in the laundrette, hospitality and food services sectors. Leveraging the power of our Home Care brands and expertise to tap into an industry white space, UPro is now present in 45 markets and grew by 32% in 2022, doubling its turnover in three years. Powered by science and technology Home Care has increased investment in R&D for the last two years, principally through Clean Future which is our innovation programme – and above all a growth strategy. Clean Future uses technology to drive next level product superiority and sustainability, while keeping costs competitive through reformulations. We codify this approach through all our Home Care brands, driving innovations in fragrance, biotechnology, packaging and eco-design. Clean Future continues to inspire winning innovations to the mass market. In France, we introduced Skip 3-in-1 laundry capsules in cardboard packaging, with fast dissolving speeds and more biodegradable active ingredients which work in short cycles and cold water – saving consumers up to 60% energy per use. Sunlight dishwash was launched with a new formula in 2022 in Thailand and now includes plant-based cleaning agents which not only deliver on performance by foaming and cleaning, but also make the formulation 99% biodegradable and 79% renewable. A key part of our Clean Future agenda is our progress towards net zero. This requires replacing fossil-fuel-derived cleansing ingredients that are integral to the formulations of our products and diversifying the sources of plant-based carbon. This year, we invested in a €115 million ($120 million) joint venture with Genomatica, a US-based leader in biotech and sustainability, to research, develop and scale cost-effective plant-based ingredients. These alternative ingredients will help us to future-proof our portfolio by diversifying our supply chains for vital ingredients while offering more sustainable choices to the consumer. Convenient formats such as refills, dilutable bottles and concentrates represent another growth opportunity and we continue to roll out these formats. For example, after a successful launch in Brazil, we launched dilute-at-home products through our Ala (OMO) brand in Argentina – offering convenience, value and at the same time reducing our use of plastic. Most consumers choose Home Care products for their performance. Clean Future is our strategy to deliver unmissable product superiority at an affordable price whilst stepping up the sustainability of our business. This strategy has served us well in 2022.anneke Peter ter Kulve President, Home Care Business Group Review: Home Care Unilever Annual Report on Form 20-F 2022 | Strategic Report – Review of the Year 19
€4bn Dirt is Good contribution to Unilever turnover in 2022. Brands with purpose Our Home Care brands recognise the role that purpose combined with product superiority plays in competitiveness. Dirt Is Good, which contributed €4 billion in turnover during 2022, continues to inspire young people to take action on environmental and social causes. Domestos has been campaigning for cleaner, safer toilets for a number of years and continues to proudly communicate this on-pack and through its marketing. Its Cleaner Toilets Brighter Future programme is helping schools to maintain their facilities, so they are safe and accessible, while also providing materials that teach children correct toilet behaviour for better hygiene. Its partnership with UNICEF in India tackles access to safe toilets across 15 states. Performance in 2022 Turnover increased by 17.3%. Underlying sales growth was 11.8%. There was a favourable currency impact of 4.9% driven by strengthening of currencies in key markets such as India, Brazil and China. Fabric Cleaning saw double-digit competitive growth, driven by pricing which was slightly offset by volume decline. Fabric Enhancers grew high single-digit led by price with some volume decline, despite the impact of Covid lockdowns in our biggest market, China. Home & Hygiene grew by low single- digit with high pricing offset by volume decline. Water & Air sales declined, as the US air market slowed down following rapid expansion in the last few years and increasing competition in digital commerce channels. Emerging markets growth was led by a strong delivery in South Asia and Latin America. India grew volumes despite high pricing, driven by product superiority and market development actions. Developed markets witnessed a decline as consumers tightened their spending and competitive pressures stepped up. Operating profit for the year was €1.1 billion, a decline of 17.8% compared to the prior year. Non-underlying items were €280 million, mostly driven by restructuring spends. Underlying operating profit was €1.3 billion, a decline of 5.2% compared to the prior year. This was driven by high input cost inflation which was partly offset by pricing and savings. Business Group Review: Home Care 20 Unilever Annual Report on Form 20-F 2022 | Strategic Report – Review of the Year
We are one of the world’s largest foods businesses, and home to Knorr and Hellmann’s which account for 50% of our turnover. Our portfolio also includes Horlicks, The Vegetarian Butcher, and local brands such as Bango, Unox, Kissan and Marmite. Unilever Food Solutions serves food operators across the globe. Highlights Scratch Cooking Aids delivered mid-single-digit growth. Dressings and Plant-Based Meat both grew high double-digit. Tea and Functional Nutrition delivered broadly stable sales. Continued focus on core products that win consumer preference on taste as well as health and sustainability. Nutrition performance Turnover Turnover growth Operating margin €13.9bn Underlying sales growth Underlying operating margin Business Group Review: Nutrition Nutrition Unilever Annual Report on Form 20-F 2022 | Strategic Report – Review of the Year 21
A World-class Force for Good in Food. Nutrition represents 23% of Unilever’s total turnover and 25% of underlying operating profit. We are organised to deliver growth across six key categories: Dressings, Functional Nutrition, Healthy Snacking, Plant-based Meat, Scratch Cooking Aids and Tea. Unilever Food Solutions serves food operators and accounts for approximately one fifth of Nutrition's turnover. We have a global geographical footprint with 55% of Nutrition's turnover generated in emerging markets. Our ambition is to be a ‘World-class Force for Good in Food’, delivering competitive growth with sequential margin improvement. A number of consumer trends are driving our business: the post-Covid scratch cooking renaissance, a growing interest in healthy, more conscious living and eating, and rising expectations around convenience. Our strategy sets out clear choices in response to these trends. Focusing on our core brands We are well positioned for growth following a major portfolio transformation over the past four years, most recently through the sale of our Tea business to CVC Capital Partners Fund VIII. We are now focused on delivering ‘holistic product superiority’ – creating products that win consumer preference on taste as well as health and sustainability. Tests against competitor products performed during the year showed that 89% of the evaluated portfolio (representing about half of Nutrition’s previous year turnover) was holistically superior. Hellmann’s enjoyed another year of high double-digit growth in 2022 by focusing on its core mayonnaise range and newer variants such as Hellmann’s Vegan, while also continuing to drive its food waste reduction agenda through high-impact advertising. A good example of this was its 2022 Super Bowl campaign in the US, with 6.6 billion earned media impressions. The US was Nutrition's largest market in 2022 and grew double-digit. Knorr also delivered robust growth in 2022, thanks to a focus on its core segments of bouillons and seasonings. New plant- based products such as Rinde Más, an alternative protein range launched in Latin America last year and in several European markets this year, are offering consumers more choice. Knorr continued its work on regenerative agriculture in 2022 – see page 36 for more. The new Compass Organisation is already unlocking cost savings, growth and profitability in Nutrition. For instance, we were able to significantly increase marketing investment in the fourth quarter of 2022 in line with our Business Group priorities, which helped us to step up competitiveness during the high consumption winter season. We have also been able to take more decisive and longer-term action on our portfolio by delisting or discontinuing products which are no longer performing, even if this means a short-term market share loss. Nutrition is a transformed business. We have step changed our growth through portfolio transformation and the strong growth of our brands, most notably our two global power brands Knorr and Hellmann's. Hanneke Faber President, Nutrition Growing our tea business We are now focusing on our remaining tea portfolio in India, with an offering that ranges from affordable loose tea to premium and speciality teas. Our largest tea brand is Brooke Bond which includes a number of tea varieties to meet the needs of different consumers. For example, Taaza continued its market development drive to upgrade consumers from loose to packaged tea, while specialist products such as Brooke Bond Natural Care offer clinically proven functional benefits. Expanding our plant-based portfolio We are committed to offering more plant-based meat substitutes and dairy alternatives, which was reflected in our €1 billion plant-based sales goal announced in November 2020. To better reflect our plant-based strategy and sustainability agenda, we have broadened the scope of the original goal to include plant-based products in categories which have traditionally used animal-derived ingredients, such as bouillons. Hence, to reflect this change we have now revised our goal to achieve sales of plant-based products to €1.5 billion per annum by 2025. In 2022, Unilever Nutrition and Ice Cream achieved €1.2 billion in sales from the plant-based products in scope. Business Group Review: Nutrition 22 Unilever Annual Report on Form 20-F 2022 | Strategic Report – Review of the Year
For the second year running, we were named by Investor Network FAIRR as the leader in its 2022 benchmark of companies using protein diversification to drive growth and build climate-aligned portfolios. The Vegetarian Butcher grew high double-digit, capitalising on partnerships with quick service restaurants such as Starbucks, Subway, Dominos, and Burger King – where we were named Global Direct Supplier of the Year. Working with customers We are working closely with our retail customers, and continued a number of successful partnerships with retailers – such as with Dutch retailer Albert Heijn to encourage plant- based eating. Digital commerce is a growing channel and now accounts for 10% of Nutrition's sales, with business-to-business digital commerce a key growth driver in 2022, notably in Unilever Food Solutions. Unilever Food Solutions' growth was helped by the continued digitisation of our customer experience, which is allowing us to connect with more food service operators more frequently, as well as through affordable and convenient products designed for professional kitchens – such as Knorr potato flakes which make rich and creamy mashed potato in just three minutes. We have stepped up our focus on content to drive conversion, such as linking to recipe inspiration – a key motivator for consumers to try a new product. We now have 35,000 recipes for our products which we host in online recipe platforms across multiple key markets, in partnership with our customers. Boldly healthier, more sustainable As a global player in the food industry, we have a responsibility to increase the nutritional value of our products through reformulation. See page 33 for more on our positive nutrition agenda. Horlicks further strengthened its leadership market share position in India in the health food drinks space. After the contraction of the market over the last few years due to lockdowns and increasing milk prices, we are working to rebuild consumption levels through market development, such as the launch of a convenient and affordable ‘Ready Mix’ range and through door-to-door sampling. In 2022, Horlicks distributed over 30 million product samples in India. As well as our commitment to regenerative agriculture (page 32) and plant-based foods (page 36), we are contributing to Unilever's waste-free world agenda through our actions on plastic packaging (pages 32 to 33) and food waste (page 36). Performance in 2022 Turnover increased by 6.1%. Underlying sales growth was 8.6%. There was a negative impact of 6.9% from acquisitions and disposals, following the sale of the Tea business. There was a favourable currency impact of 4.9% driven by the strengthening of currencies in key markets such as the US, India and China. Scratch Cooking Aids delivered mid-single-digit growth, driven by high pricing which was partly offset by volume decline. Dressings saw high double-digit growth led by price with modest volume decline. Tea and Functional Nutrition sales were broadly flat with increased price and declining volume. Plant-Based Meat grew high double-digit, further gaining scale, driven by the foodservice channel. Unilever Food Solutions posted double-digit growth despite the impact of Covid lockdowns in China. Europe grew by high single-digit, led by pricing with resultant volume decline amidst competitive pressures. North America delivered double-digit growth led by pricing with modest volume decline. South Asia posted mid-single-digit growth through price and volumes. Latin America grew double-digit led by price with some volume decline. Operating profit was €4.5 billion, an increase of 113.7% compared to the prior year. A net gain in non-underlying items of €2.0 billion included €2.3 billion related to the gain on the sale of our Tea business. Underlying operating profit was €2.4 billion, a decrease of 3.0% compared to the prior year. This was driven by very high inflation in material and energy costs, partly mitigated through pricing and savings. €1.2bn Unilever Nutrition and Ice Cream sales from plant-based products in 2022. Business Group Review: Nutrition Unilever Annual Report on Form 20-F 2022 | Strategic Report – Review of the Year 23
We are a global leader in the ice cream market, delighting consumers in over 60 countries through our iconic brands such as Magnum, Ben & Jerry’s and Wall’s.(a) Highlights Out-of-home saw competitive double-digit growth. Our fast ice cream delivery service ICNOW grew 30% and is now in over 40 countries. Expanded our product range through innovative new twists on premium offerings. Launched pilots to ‘warm up’ our ice cream freezers and reduce emissions. Ice Cream performance Turnover Turnover growth Operating margin €7.9bn Underlying sales growth Underlying operating margin (a) Wall's is also known as Algida, Holanda and Langnese. Business Group Review: Ice Cream Ice Cream 24 Unilever Annual Report on Form 20-F 2022 | Strategic Report – Review of the Year
Happy People, Happy Planet, Winning Smiles. Ice Cream represents 13% of Unilever’s total turnover and 9% of underlying operating profit, and is organised to deliver growth and return on assets through in-home and out-of- home channels. We currently account for approximately one fifth of the global ice cream industry. Ice Cream is an attractive market with competitive intensity increasing as a number of confectionery and dairy producers extend their presence in the category. Around two-thirds of our sales are in developed markets, and we have plans to expand further our footprint in emerging markets where low per-capita consumption of ice cream offers significant opportunities for growth. Our vision ‘Happy People, Happy Planet, Winning Smiles’ encapsulates our belief that ice cream should be an indulgent treat that brings happiness. We have identified three strategic drivers to deliver our vision and grow our business: premiumisation, digitalisation and simplification. Working closely with our value chain partners is a critical part of our strategy, as we tackle important sustainability challenges like climate change. Brands with global growth potential We have brands with strong growth potential which are well positioned to respond to consumer preference for treats and indulgent products. Our innovation capabilities put us in a strong position to meet these needs, through new experiences, shapes, flavours and formats. Proposing new twists on premium offerings through exciting innovation and outstanding marketing is a powerful and profitable way to expand our ice creams to a wider audience. This approach means that Magnum, Ben & Jerry’s, Cornetto and our kids' portfolio of brands which includes Twister, are well positioned to expand into new markets. Magnum has a long track record of working with celebrity influencers, cementing its status as not just a superior ice cream but also as a trendsetting brand. It grew double-digit in 2022 on the back of Magnum Remix, our largest ice cream launch of the year with ‘super-charged’ versions of our much- loved flavours of Classic, White Chocolate and Almond across 35 countries, supported by a glamorous campaign fronted by Kylie Minogue and DJ Peggy Gou. Cornetto's relaunch in China is reinforcing its appeal to Gen Z consumers which has helped it grow in 2022. This builds further on the success of the Cornetto Rose range which was expanded to ten more markets and the Cornetto Soft range, which is available in over 15 European countries. Ice cream all year round Our ice cream sales are split across two key channels – in- home and out-of-home. Out-of-home makes up around 40% of our sales and is continuing to recover after Covid. We see a big opportunity in the digitalisation of our out-of-home operations. For example, we are embedding digital devices into our ice cream cabinets to monitor stock levels and automatically trigger replenishment. Early pilots in markets suggest that these significantly increase sales and reduce the chance of running out of stock. Consumers also have increasing expectations around convenience when they are at home. This is especially true of ice cream as an impulse purchase. In this context, our Ice Cream Now (known as ICNOW) fast delivery service is helping to deseasonalise the market. Consumers can access our ice cream brands throughout the year in three ways: with a meal, with a grocery delivery, or via delivery apps with dedicated virtual ice cream stores. Now in more than 40 countries, ICNOW grew around 30% in 2022, helped by partnerships with delivery firms such as Grab in South East Asia, Food Panda in Singapore and Robomart in the US. We plan to further develop this digital capability in key markets, including in India, where our ice cream business has seen strong growth over the past two years. Faster and more effective The new Compass Organisation is providing opportunities to simplify our business and we are taking bolder portfolio decisions and rolling them out at scale. For example, we have been able to simplify and standardise our Viennetta range across Europe, which has generated savings and freed up production capacity. The Business Group set-up helps us to navigate the seasonality of our Ice Cream business by investing in our brands and marketing more consistently throughout the year. We have also benefited from being able to make global investment choices which are helping to increase the productivity of our ice cream cabinet fleet. Ice Cream is a global leader in an attractive market and is well positioned to capture the latest consumer trends. We are evolving to win in high growth channels and markets. Matt Close President, Ice Cream Business Group Review: Ice Cream Unilever Annual Report on Form 20-F 2022 | Strategic Report – Review of the Year 25
Happy people, happy planet Our sustainability programme focuses on the areas of our Ice Cream value chain where we can have the biggest impact: cabinets, cows and cocoa sourcing. Ice cream freezers in retail stores make up 10% of our GHG emissions and play a key role in our net zero decarbonisation plan. In 2022, we launched a pilot scheme in Germany and a second will follow in Indonesia in 2023, to trial warmer temperatures in our freezer cabinets, from -18°C to -12°C, in order to reduce energy consumption per freezer while ensuring the same ice cream quality. Our non-dairy, plant-based ice cream business represents 8% of Ice Cream's turnover and includes our newly launched Magnum Vegan Mini Classics. See pages 22 and 36 for more on our plant-based sales goal. We are also researching ways to reduce the methane emissions from cows used in milk production – see page 36 for more details. Cocoa is a key ingredient in many of our ice creams. For many years we have been sourcing our cocoa sustainably. This year our brands went one step further. Ben & Jerry’s joined forces with Tony’s Chocolonely on Tony’s Open Chain – an initiative that helps other companies take steps to end modern slavery and child labour in the chocolate industry. Magnum also launched a new social programme called AWA, which aims to empower 5,000 women in cocoa farming communities by 2025 through income diversification opportunities and entrepreneurial training. As a global ice cream company, we recognise the role we play in improving nutritional standards and encouraging healthy behaviours. See page 33 for more on our positive nutrition agenda. Performance in 2022 Turnover increased by 14.8%. Underlying sales growth was 9.0%. There was a favourable currency impact of 5.4% driven by the strengthening of currencies in key markets such as the US and China. Out-of-home saw competitive double-digit growth with a good balance of price and volumes. In-home grew by mid-single- digit led by pricing and declining volumes due to the impact of higher price elasticity and higher competitive pressures in Europe in-home and supply issues in the US. Emerging markets grew by double-digit, and competitively, through both price and volumes. China grew by double-digit despite Covid lockdowns and Turkey grew volumes despite the hyperinflation environment. Developed markets grew by single-digit led by price and volume decline. This was due to in-home higher price elasticity and US supply issues. Operating profit was €776 million, a decrease of 6.8% compared to the prior year. Non-underlying items were €143 million primarily driven by restructuring spends. Underlying operating profit was €919 million, a decrease of 3.5% compared to the prior year driven by extreme levels of inflation in commodities and energy costs, partly offset through pricing and savings. +30% Growth from our fast ice cream delivery service ICNOW in 2022, which is now in more than 40 countries. Business Group Review: Ice Cream 26 Unilever Annual Report on Form 20-F 2022 | Strategic Report – Review of the Year
This year was transformative for Unilever as we created our new Compass Organisation and continued to embed a high-performance culture. We have long believed in the power of our people and our culture to drive performance. Our people agenda this year has focused on creating and embedding a new organisational model so that we can maximise the talent and diversity of our workforce to unlock superior performance. The Compass Organisation In January 2022, we announced plans to create our new Compass Organisation with three core objectives, to make Unilever: 1) simpler, faster, and more agile; 2) with greater category focus and domain expertise; and 3) more empowered and accountable in how we work. We have evolved the previous matrix organisation structure and with it, a conscious shift of power and accountability into the hands of the five Business Groups while still maintaining global scale through a ‘One Unilever’ model. This is helping leverage our unique category and geographic footprint to unlock trapped speed and capacity to drive faster, more competitive growth. See the Compass Organisation explained in the box below. We are now in a critical phase as we begin to work under the new operating model – testing, learning and refining as we go. It is testament to our people that we managed to not only deliver strong business performance during a period of significant change, but also sustained high engagement levels in our annual UniVoice survey, which was carried out in October 2022, with around 96,000 office and factory-based employees responding. Our Engagement Index(a) was 81% in offices and 84% in factories, placing us in the top quartile for employee engagement compared to industry benchmarks (2021: 82% in offices and 83% in factories). (a) This is a composite score of four other metrics focused on pride in working for Unilever, job satisfaction, willingness to recommend Unilever for employment and intention to remain employed by Unilever. New ways of working One of the key objectives of the Compass Organisation is to become more agile. This means upgrading the ‘software’ of the organisation so that we can take faster decisions with more impact and respond more dynamically to consumer needs and market conditions – in turn enabling growth. One of the ways we are doing this is by introducing ‘Agile’ ways of working. Our Agile programme is rooted in experimentation, consumer connectivity, simplification, trust and empowerment. In 2021 we set up our Agile Centre of Excellence. This year we have been building capability within targeted parts of the business to operationalise Agile. For example, we have invested in appointing an Enterprise Agile Coach for each of our Business Groups to upskill leadership teams in embedding Agile behaviours, skills and delivery processes. We are also embracing disciplined prioritisation by making big bet choices and by setting Objectives & Key Results (OKRs) – from Unilever Leadership Executive (ULE) to Business Group and Business Unit leadership teams – supported by a governance process to link company strategy with targets and the day-to-day priorities of our teams. OKRs are formally reviewed by leadership teams, including the ULE, at Quarterly Business Review meetings. To deliver our OKRs, we have set up multidisciplinary teams, supported by our Agile coaches. See the Business Group reviews on pages 12 to 26 for examples of prioritisation in action. High-performance culture The new Compass Organisation is powered by our refreshed human, purposeful and accountable culture with a focus on high performance at its heart. A key part of this is making sure our people work with a 'winning mindset', which means taking ownership for the choices we make and the outcomes these lead to. We have taken the opportunity to revise our bonus framework to drive a significantly stronger direct line of sight between individual performance and business performance. Our peoples’ bonuses are now linked to the part of the business they contribute to most in their role and the performance of that part of the business. Another important part of creating a high-performance culture is ensuring our people have the right skills and behaviours. For example, our senior leaders are participating in a rigorous behavioural and data-driven development programme to help them become more effective leaders in our Compass Organisation. In addition, work is underway to refresh existing leadership programmes across all work levels. These will be rolled out in 2023. The Compass Organisation explained The Compass Organisation has been operational since 1 July 2022. We are now organised into five Business Groups which have end-to-end responsibility for strategy, performance and their own P&L. The Business Groups now incorporate geographical Business Units responsible for building and executing the Business Group strategy and managing the choices necessary to deliver their in-year and multi-year plans. We have structured certain countries or regions as 'One Unilever' entities, which have full accountability for their P&L across all categories, in order to benefit from local synergies and reduce complexity. We also now have two overarching ‘One Unilever’ teams supporting our five Business Groups. Firstly, a lean Unilever Corporate Centre, including the ULE, which is responsible for the strategic choices we make. And secondly, a technology-driven Unilever Business Operations team which provides the systems and processes to help us run effectively, efficiently, and consistently across all the Business Groups. Our functions, including Marketing, Customer Development, HR, Finance, R&D, Communications, Legal and Sustainability, have been reorganised to support the priorities of our Business Groups and Business Units. As a result, most of our functional teams now work and report to a Business Group or Business Unit. Our People & Culture Unilever Annual Report on Form 20-F 2022 | Strategic Report – Review of the Year 27
Equity, diversity and inclusion Our goal is to achieve an equitable and inclusive culture in the workplace, to unlock the potential of diverse teams to deliver high performance. We assess employee sentiment around equity, diversity and inclusion through our annual UniVoice survey. In 2022, 84% of employees said that our leadership stands for equity, diversity and inclusion (2021: 84%). We have identified four equity, diversity and inclusion priorities to address under-representation: gender, race and ethnicity, people with disabilities and LGBTQI+ communities. Our newly developed Equity & Inclusion Advancement Framework is helping us to review and improve our policies and practices to identify where interventions can help to tackle bias or discrimination. In 2022, we piloted the Framework to evaluate our global policies and practices, covering more than 20 areas of HR, such as recruitment, talent management and learning. This will inform future pilots of the Framework at country level. We continue to maintain gender balance in management and are now focused on diverse representation at more senior levels. Senior female representation continues to increase and is now at 31%, due to gender-balanced succession planning and balanced slates in hiring. We support our senior-level women with bespoke development plans, mentoring and career coaching. Where legally possible, we consider racial and ethnic diversity in our recruitment and succession planning. See page 63 for gender balance in our workforce. We have committed that 5% of our workforce will be made up of people with disabilities by 2025. At the end of 2022, 36 markets were collecting employee self-reported data on disability. At the same time, we are continuing to improve the accessibility of our technology and sites, drawing on feedback from our global employee resource network for disability, Enable. In partnership with the Business Disability Forum, we have reviewed the accessibility of around 80 workplace sites, with more planned in 2023. ProUd, our LGBTQI+ network, plays an active role in community building and sharing resources, for example by educating our marketeers to portray the community in unstereotypical ways and by working with senior leaders to be role models for LGBTQI+ inclusion. Future of work Whilst not an explicit aim of the Compass Organisation, the changes we have made will help us to future-proof our business and our people against changes in the world of work – including automation and new technologies which are reshaping many roles in our business. Our future of work strategy addresses this through three pillars. The first pillar is reskilling and upskilling our workforce, with a focus on our employees below senior management. In 2022 we reskilled or upskilled 15% of our employees with future-fit skills. Digital skills are a priority, so we have launched our first company-wide Digital Upskilling Programme which includes a range of courses and external certifications on digital skills for our office-based employees. We have also developed a series of learning pathways tailored for people who work in our factories, warehouses, and distribution centres to help them master the future technologies of manufacturing, including robotics and AI. In addition, we continued the roll-out of a tool which digitises production processes, helping our factory employees to learn digital skills on the job. The tool is now available at around 110 factories with more planned for next year. The second pillar is providing flexible employment options. People’s expectations of how they work are changing. In 2022, we proactively engaged with our workforce to understand their needs and expectations on flexibility and hybrid working. We are using this to inform how we achieve our goal to extend flexible working practices and pioneer new models of employment, so that we achieve a more agile and effective organisation. The third pillar is about our future workforce. In 2022, we expanded our partnership with UNICEF’s Generation Unlimited to help us work towards our goal of equipping 10 million young people with essential work skills by 2030 – through education, training, volunteering and employment opportunities. We are engaging with our partners to put in place a reporting mechanism so that we can report progress against this goal in 2023. Employee health and wellbeing Protecting employee health and wellbeing is an important priority – especially during periods of change. Based on our latest annual UniVoice survey, employee sentiment on wellbeing overall remained relatively high at 82%, albeit with room to improve especially on supporting prioritisation. Based on data and evidence, we have identified psychological safety as a key enabler of high-performing teams in the new Compass Organisation and a fundamental driver of wellbeing. We have developed training for line managers to build awareness around psychological safety and will roll this out in 2023. We continue to grow our 4,000-strong network of trained Mental Health Champion volunteers worldwide, and offer support resources on mental health such as our confidential Employee Assistance Programmes. To support our employees' physical health, we have launched a new whole person health programme called ‘Healthier U’ which prioritises employees in the highest-risk groups for certain health conditions. It is now active in over 30 countries. Our People & Culture 28 Unilever Annual Report on Form 20-F 2022 | Strategic Report – Review of the Year
Safety at work We remain strongly committed to the safety of our people and contractors who work with us at our sites. Our safety programmes are underpinned by a safety-first culture and focus on identifying and managing key safety risks such as road safety and working at heights. A critical part of our safety culture is ensuring our people feel able to call out safety issues without fear of negative consequences. In 2022, we ran our second annual safety day involving our global workforce. The focus this year was on encouraging employees to call out unsafe behaviour and promote best practices. During the year, we carried out a detailed analysis of safety incidents to better understand the key factors that influence safety risks. Our findings led to increased on-site safety communications, training enhancements and safety equipment trials for working at heights, such as smart harnesses and drones. We have a strong focus on road safety as it is a primary cause of injury in our logistics network. On top of targeted global campaigns, we are addressing road safety issues on a country-specific basis. For example, our India business partnered with the Federation of Indian Chambers of Commerce and Industry (FICCI) to jointly develop a cross- industry Code of Conduct that outlines safe vehicle and driver requirements. In November 2021, we very sadly lost an employee who was fatally electrocuted in Kenya.(a) We want all our employees to feel fully confident about the standards of safety in their working environments, and we continue to review procedures and introduce appropriate measures in order to minimise risks and prevent accidents. Our Total Recordable Frequency Rate (TRFR) returned to pre-Covid levels as more normal operations have resumed. Our employee TRFR was 0.67 accidents per million hours worked versus 0.55 in 2021.(a) (a) Fatality and TRFR reporting for the period 1 October 2021 to 30 September 2022. Culture of integrity Our focus is on high-performance and growth in line with our culture and values, but not at any cost. Our Code of Business Principles set clear expectations in terms of the standards of conduct we expect from our employees. We review our Code of Business Principles and Code Policies every year to ensure they reflect the current operating context and the latest legal requirements. Our zero-tolerance approach to bribery continues to be supported through mandatory training and initiatives delivered to our employees. We train our people every year to prevent compliance breaches, and they are able to report in confidence any concerns around business integrity through our 24/7 Speak Up platform. In 2022, we continued to simplify and improve the whistleblowing process for users through expansion of local hotlines and interpreting services. On our website, we report the number of Code cases and subsequent actions for each of our five Code themes including countering corruption – covering, amongst other things, anti-bribery and avoiding conflicts of interest. This year, across all areas of our Code of Business Principles, we received 1,279 Code reports, closed 1,088 reports (including some from prior years) and confirmed 554 reports as breaches, which led to 314 people leaving the business. Our data on Code breaches provides insights into issues and where they happen so we can prevent the behaviours that lead to them. Our People & Culture Unilever Annual Report on Form 20-F 2022 | Strategic Report – Review of the Year 29
The Unilever Compass sets out a clear vision to deliver winning performance by being the global leader in sustainable business. The Compass explicitly recognises that sustainability is a commercial driver. This Annual Report and Accounts outlines the progress we are making against our Compass sustainability targets and how our brands are creating growth opportunities and building resilience from sustainability and purpose. Our targets are summarised in the table below and commentary on performance can be found by referring to the pages indicated. Pages 117 to 118 details our Sustainability Progress Index which links the annual bonus for management employees – up to and including the Unilever Leadership Executive – to in-year progress against selected Compass sustainability targets. Win with our brands, powered by superior products, innovation and purpose Improve the health of the planet Climate action Protect and regenerate nature Waste-free world ■ Net zero emissions across our value chain by 2039 ■ Halve greenhouse gas impact of our products across the lifecycle by 2030 ■ Zero emissions in our operations by 2030 ■ Replace fossil-fuel-derived carbon with renewable or recycled carbon in all our cleaning and laundry product formulations by 2030 ■ Communicate a carbon footprint for every product we sell ■ Deforestation-free supply chain in palm oil, paper and board, tea, soy and cocoa by 2023 ■ Help protect and regenerate 1.5 million hectares of land, forests and oceans by 2030 ■ 100% sustainable sourcing of our key agricultural crops ■ Empower farmers and smallholders to protect and regenerate farm environments ■ Implement water stewardship programmes in 100 locations in water-stressed areas by 2030 ■ 100% of our ingredients will be biodegradable by 2030 ■ 50% virgin plastic reduction by 2025 ■ 25% recycled plastic by 2025 ■ Collect and process more plastic than we sell by 2025 ■ 100% reusable, recyclable or compostable plastic packaging by 2025 ■ Halve food waste in our operations by 2025 ■ Maintain zero non-hazardous waste to landfill in our factories Supported by our €1 billion Climate & Nature Fund Pages 32 to 41 and 60 Pages 32, 36 and 60 Pages 32 to 33 and 60 Improve people's health, confidence and wellbeing Positive nutrition Health and wellbeing ■ €1.5 billion of sales per annum from plant-based products in categories whose products are traditionally using animal-derived ingredients by 2025 ■ Double the number of products sold that deliver positive nutrition by 2025 ■ 70% of our portfolio to meet WHO-aligned nutritional standards by 2022(a) ■ 95% of packaged ice cream to contain no more than 22g total sugar per serving by 2025 ■ 95% of packaged ice cream to contain no more than 250 kcal per serving by 2025 ■ 85% of our Foods portfolio to help consumers reduce their salt intake to no more than 5g per day by 2022(a) ■ Take action through our brands to improve health and wellbeing and advance equity and inclusion, reaching 1 billion people per year by 2030. We will focus on: ■ Gender equity ■ Race and ethnicity equity ■ Body confidence and self-esteem ■ Mental wellbeing ■ Hand hygiene ■ Sanitation ■ Oral health ■ Skin health and healing Pages 33 and 61 Pages 34 and 61 (a) From 2023, these commitments will be replaced with a new target to ensure that 85% of our servings meet new Unilever Science-based Nutrition Criteria (USNC) by 2028. Planet & Society 30 Unilever Annual Report on Form 20-F 2022 | Strategic Report – Review of the Year
Win with our brands as a force for good, powered by purpose and innovation Contribute to a fairer and more socially inclusive world Equity, diversity and inclusion Raise living standards Future of work ■ Achieve an equitable and inclusive culture by eliminating any bias and discrimination in our practices and policies ■ Accelerate diverse representation at all levels of leadership ■ 5% of our workforce to be made up of people with disabilities by 2025 ■ Spend €2 billion annually with diverse businesses worldwide by 2025 ■ Increase representation of diverse groups in our advertising ■ Ensure that everyone who directly provides goods and services to Unilever will earn at least a living wage or income by 2030 ■ Help 5 million small and medium- sized enterprises grow their business by 2025 ■ Help equip 10 million young people with essential skills by 2030 ■ Pioneer new employment models and provide access to flexible working practices to our employees by 2030 ■ Reskill or upskill our employees with future-fit skills by 2025 Pages 28, 34 and 61 Pages 34 and 61 Pages 28 and 61 Respect human rights Respect and promote human rights and the effective implementation of the UN Guiding Principles, and ensure compliance with our Responsible Sourcing Policy Page 34 Our responsible business fundamentals Business integrity Page 29 Safety at work Page 29 Employee wellbeing Page 28 Product safety and quality Pages 72 and 76 Responsible innovation Pages 32-33 and 35-36 Responsible advertising and marketing Page 33 Safeguarding data Page 72 Engaging with stakeholders Pages 62-63 Responsible taxpayer Pages 170-172 Committed to transparency Pages 30-51 Planet & Society Unilever Annual Report on Form 20-F 2022 | Strategic Report – Review of the Year 31
Climate action Our Climate Transition Action Plan (CTAP) outlines the actions we are taking to decarbonise our business and deliver our net zero target. This Annual Report contains our second CTAP Progress Report – see pages 35 to 41. Protect and regenerate nature Our business is dependent on nature. That is why we have a plan to protect and regenerate the land, forests and water systems that we depend on and are critical to tackling climate change. Our work to protect and regenerate nature is guided by three things: delivering a deforestation-free supply chain by the end of 2023 in five of our key commodities: palm oil, paper and board, tea, soy and cocoa; accelerating our transition towards regenerative agriculture; and the protection of water resources. We also recognise the need to have a positive impact beyond our value chain and have committed to protect and regenerate 1.5 million hectares of land, forests and oceans by 2030. Our aim is to operationalise deforestation-free supply chains so that they become a standard way of working for our five key commodities. We are on track to complete the implementation of systems, processes and infrastructure to deliver a deforestation-free supply chain for these key commodities by the end of 2023. Our complex supply chain will require a significant transformation in our sourcing of raw materials – given the limited availability of deforestation-free commodity volumes and the highly volatile markets we face. At present, we are measuring and reporting volumes from areas of low- risk as this provides us with an interim measurement of our progress, while we continue to roll out a verification programme for deforestation-free volumes. One way we are working to achieve a deforestation-free supply chain is by investing in the transformation of our manufacturing infrastructure in North Sumatra. We believe this will bring us closer to our suppliers and simplify our supply chain, increasing our ability to source deforestation-free commodity volumes. In 2022, we began the upgrade of our Unilever Oleochemicals facility, with a spend of €59 million ($63 million). €70 million ($75 million) is forecasted for further upgrades in 2023. This will help us to source deforestation-free palm kernel oil directly, with an aim to reach around 40,000 smallholder farmers by 2025. We are also focused on building resilience within our portfolio. Where possible, we are diversifying the ingredients that we use by reducing our reliance on commodities that have a high risk of deforestation, such as palm oil, with lower-risk alternatives such as coconut oil. To enable such changes, we are currently adjusting the formulations of our products. Another part of our strategy is accelerating our transition to regenerative practices. In 2022, we continued to implement our Regenerative Agriculture Principles, guiding our suppliers and farmers on how to nourish soil and water, capture carbon and restore land. We are building our regenerative agriculture programme on the solid foundations and experience of our sustainable sourcing programme, which we have run for more than a decade. In 2022, 81% of our key agricultural crops were sustainably sourced. Additionally, we are progressing towards our goal to empower farmers and smallholders to protect and regenerate farmland. Knorr has continued its programme in Arkansas, in partnership with a supplier, to reduce the environmental impact of rice production – increasing yield whilst reducing methane emissions and water use. This forms part of our large-scale regenerative agriculture programme which is growing with projects in new crops and an increasing number of geographies. One of the key parts of our approach to regenerating nature is water stewardship. We have set a target to implement water stewardship programmes at 100 locations in water-stressed areas by 2030. Since we set this target, we have identified a number of our factories to introduce these programmes at, and by the end of 2022 we had implemented eight. Additionally, we are working with partners in the catchments of these sites to improve rainwater capture and groundwater recharge, as well as with local farming communities to improve water efficiency and yield. We are assessing new sites to expand our water stewardship programmes next year. We believe our work to protect and regenerate nature will increase our capacity to reduce GHG emissions, increase biodiversity and protect water systems, within and beyond our value chain. During 2022, we made progress towards our target of helping to protect and regenerate 1.5 million hectares of land, forests, and oceans by 2030. By the end of 2022, we had played an active role in protecting and regenerating 0.2 million hectares. This year, we have continued our partnerships with local governments as well as Conservation International, WWF, IDH and Inobu as part of our landscape projects across key palm oil production areas in Malaysia and Indonesia. Additionally, we are working to scale our efforts with our brands through our involvement in initiatives such as the Rimba Collective, of which we are a founding member. Waste-free world We have made progress across all our ambitious plastic goals, including reducing our use of virgin plastic by rethinking packaging designs, materials, and business models. While we know there is still a lot more work to do, we remain committed to our goals. We continuously review the quality of our sustainability reporting to ensure that we are using the best available information, as our access to data and the accuracy of that data is improving all the time. This occasionally means that we need to restate our historic performance to ensure that we are providing the most accurate view possible. Historically, we have measured and reported on our target to reduce the amount of virgin plastic we use by 50% by 2025 against a 2018 baseline. This baseline was developed using a combination of the best available data and estimates. We have been working hard to enhance our data accuracy and have been able to develop a more complete view of the virgin plastic used in 2019 than we had for prior years. Consequently, we believe that this is a more robust baseline for measuring subsequent performance. We have, therefore, updated our baseline year from 2018 to 2019, but are keeping our target as a 50% reduction on this new baseline by 2025. As a result, we are restating our 2021 performance for virgin plastic reduction against the new baseline as -8% (previously -16%). In 2022, we delivered an additional reduction of -5% to give a cumulative reduction of -13%. The reduction of our virgin plastic footprint has been achieved through the increased use of recycled plastic, combined with innovations that use less plastic. We’ve now increased our use of recycled plastic to 21% of our total packaging footprint – an increase of 3% on last year. Therefore, we are still on track to meet our commitment of at least 25% by 2025. We continue to focus our initiatives on our biggest brands for the greatest possible impact. For example, our laundry brand OMO (also known as Persil and Skip) uses 25% recycled plastic in its bottles, and up to 100% where possible. Across Europe and North America, Hellmann's is also using 100% recycled mayonnaise bottles, while Dove uses 100% recycled plastic in its bottles where technically feasible. Planet & Society 32 Unilever Annual Report on Form 20-F 2022 | Strategic Report – Review of the Year
We are also working hard to reduce the overall amount of plastic used in our packaging. One of the ways we are doing this is by shifting to alternative packaging materials to help remove plastic entirely from some of our products. In France, our laundry brand Skip has introduced a new cardboard box for its 3-in-1 laundry capsules, which is set to save around 6,000 tonnes of plastic from our portfolio per year. In the UK, Carte D’Or switched its entire range from plastic packs to recyclable paper tubs, which is set to save 900 tonnes of plastic annually. Reuse and refill initiatives are a key part of our plan to reduce the amount of plastic we use. To date, we have conducted around 50 pilots and continue to expand our refill-at-home and dilute-at-home solutions to other brands and markets. For example, we have had success with dilute-at-home OMO laundry detergent – which gained record market share in Latin America with its superior, sustainable, and affordable format. In 2022, we also launched the first concentrated Dove Body Wash in refillable aluminium bottles, as well as Vaseline’s classic petroleum jelly in refillable glass jars in China. 55% of our plastic packaging portfolio is reusable, recyclable, or compostable. This is our actual recyclability rate, based on the Ellen MacArthur Foundation's Global definition of 'recyclable'. This remains considerably lower than the percentage of our packaging that is ‘technically recyclable’ with existing technology, which has increased to 71% in 2022. We launched a packaging innovation for Signal and Mentadent in France and Italy, which means that the equivalent of 62 million toothpaste tubes sold during 2022 were technically recyclable. We also introduced recyclable trigger sprays in Europe across a number of brands including Cif, Domestos and Lifebuoy. While we are making progress on implementing solutions that are technically recyclable, we know that this is only a first step – and that the development of the necessary recycling infrastructure will take longer. Another critical part of our plastic agenda is the collection and processing of more plastic than we sell by 2025. Achieving this target helps us to tackle plastic pollution and increase the availability of high-quality recycled plastic in the market. We’ve made good progress this year in helping to collect and process approximately 58% of our 2022 global plastic packaging footprint. Our businesses in India, Indonesia and Vietnam are the latest markets to have collected and processed more plastic than they sold through physical collection and the purchase of recycled plastic. Across parts of Indonesia, we have expanded our network of waste banks to around 4,000. These waste banks reward people in the community for collecting, sorting and returning used packaging, and in some cases trialling refill stations. Our partnerships and industry collaborations enable progress, such as our pledge with industry peers to collectively invest in the Circulate Capital Ocean Fund – the world’s first investment fund dedicated to preventing ocean plastic. The challenges we face are industry-wide, primarily driven by the lack of collection and recycling infrastructure. While we’re working with partners to close this gap, we also need policymakers to level the playing field for industry and help facilitate the implementation of solutions at scale. That is why we are advocating for a robust, legally binding UN Global Plastic Treaty, which seeks to harmonise global standards and set mandatory targets which will help reduce plastic pollution. In September 2022, alongside more than 80 other organisations, we joined the Business Coalition for a Global Plastic Treaty. Positive nutrition As a global player in the foods industry with sizeable Nutrition and Ice Cream portfolios, we are aiming to increase the nutritional value of our products by reducing salt, sugar and calories in our foods and refreshments. Currently, 64% of our products meet WHO-aligned nutritional standards against our commitment to achieve 70% by 2022, while 82% of our portfolio helps consumers reduce their salt intake to no more than 5g per day, against our commitment to achieve 85% by 2022. Although we have made good progress towards both, due to unprecedented supply chain challenges and raw material shortages, we have not been able to innovate and reformulate our products at the pace or scale we had planned. As a result, we have fallen slightly short of achieving these commitments in 2022 – see page 61 for more on our performance. We remain committed to sugar and salt reduction, guided by our new Unilever Science-based Nutrition Criteria (USNC) commitment which is described below. Alongside our voluntary efforts on responsible marketing to children, we are improving the nutritional standards of our ice cream products. In 2022, 94% of our packaged ice cream sales volumes had less than 250 kcal per serving while 89% of packaged ice cream sales volumes contained no more than 22g total sugar per serving. We continue to drive our positive nutrition agenda across our Ice Cream and Nutrition portfolios. Our aim is to double the number of food products sold that meet Unilever's standards for positive nutrition, which include meaningful amounts of ingredients such as vegetables and fruits, or micronutrients. At the end of 2022, 48% of our portfolio offered positive nutrition. Brands such as Horlicks and Knorr are also tackling malnutrition through fortification. Since 2017, we have delivered more than 236 billion servings of products fortified with critical micronutrients. Building on our nutritional standards work and positive nutrition agenda, we have decided to raise the bar on the nutritional profile of our Nutrition and Ice Cream products. By 2028, we want 85% of our servings to meet our new Unilever Science-based Nutrition Criteria (USNC). These product-specific criteria set thresholds for calories, sugar, salt and saturated fat. We are also working with partners to incentivise reformulation at scale and enhance the impact on public health. As a step towards this, in 2022 we were the first global food company to publicly report on the performance of our product portfolio against six different externally endorsed Nutrient Profile Models. We are advocating for an industry- wide standard Nutrient Profile Model that every food company can report against. Planet & Society Unilever Annual Report on Form 20-F 2022 | Strategic Report – Review of the Year 33
Health and wellbeing In line with our goal to improve health and wellbeing and advance equity and inclusion of 1 billion people per year by 2030, Dove, Lifebuoy, Signal/Pepsodent and Vaseline continue to take action on issues which resonate strongly with the core of the brand – such as body confidence and self-esteem, hand hygiene, oral health, and skin health and healing. In 2022, we reached 667 million people through our brand purpose health and wellbeing programmes. See Personal Care on page 17 and Beauty & Wellbeing on page 14 for more. Equity, diversity and inclusion On top of the critical work we are doing in our business to advance equity, diversity and inclusion (see page 28), we are also taking action in our advertising and with our suppliers. As one of the world’s largest advertisers by spend, we have a responsibility to ensure our advertisements represent the communities we serve. We are working to increase the representation of diverse groups in our advertising through our Act 2 Unstereotype programme. This looks at our end-to- end marketing process to give opportunities to under- represented and under-served communities, both on-screen and behind the camera. While there is still more work to do, we are encouraged by analysis from Kantar which found that we are industry leading on our progressive approach to representation in advertising. Kantar also found that our most progressive advertising has the potential to deliver almost double the branded impact than the least progressive. We have committed to spend €2 billion annually with diverse businesses worldwide by 2025. These are businesses which are owned, managed and controlled by members of under- represented or minority groups in the country in which they operate. In 2022, our spend reached €818 million thanks to the growth of our supplier diversity programme which is now live in 22 key markets. Through the programme, we are supporting our diverse suppliers to access skills, mentoring and finance. For example, in Kenya we are partnering with Citibank to offer access to preferential financing for suppliers which are owned by women. Raise living standards Millions of people depend on Unilever to earn a living and we are already accredited as a global living wage employer by the Fair Wage Network. We are working to raise living standards throughout our value chain. A key pillar of our approach is our work to ensure that everyone who directly provides goods and services to Unilever earns at least a living wage or income by 2030. This year, our focus has been on the collaborative manufacturing partners who are dedicated solely to Unilever production. Some of our partners have already confirmed that workers at collaborative manufacturing sites are being paid a living wage. We have made good progress in laying the foundations to ensure that suppliers who provide core services to Unilever also pay a living wage. Through a comprehensive advocacy programme, we are asking for widespread adoption of living wage commitments by all stakeholders, companies, governments, NGOs and investors, and have started various studies to demonstrate impact on workers and companies, for example with Oxfam in India. Supporting the small and medium-sized enterprises (SMEs) in our value chain is another part of our approach to raising living standards. Our goal is to help 5 million SMEs grow their businesses by 2025. At the end of 2022, 1.8 million small retailer stores used our digital platforms, enabling them to purchase our products and in turn grow their business. We are also providing targeted training and financial support to our value chain partners. For example, in Pakistan we are working with a financial services platform to digitise payments between retailers and distributors. This gives retailers a secure and convenient way to pay our distributors, as well as access to credit so they can extend their range of Unilever products in store. Future of work We are taking a number of actions to future-proof our business and our people against changes in the world of work. See Our People & Culture on page 28 for more. Human rights We aim to advance and promote respect for human rights in everything we do. In pursuit of this, we continue to implement action plans relating to our salient human rights issues. For example, we are using digital tools to assess social risks in our supply chain, including land rights and forced labour – starting with palm oil. We launched a Gender Equity Framework designed to address gender discrimination in agriculture, manufacturing and women-led last-mile distribution networks. We also continue to make progress on the elimination of recruitment fees paid by workers in our supply chain, by actively monitoring remediation of identified cases. As part of our human rights due diligence processes, this year we commissioned independent Human Rights Impact Assessments in Brazil and the US. We also became a founding member of the Fair Circularity Initiative to encourage the adoption of principles on respecting the rights of waste collectors in the recycling industry’s informal sector, such as those that exist in India and Indonesia. We expect our suppliers to conduct business with high standards of integrity, human rights and environmental sustainability. The proportion of spend from suppliers who met the requirements of our Responsible Sourcing Policy was 76% in 2022, a slight fall versus 2021 due to supply chain disruptions, resource constraints in the social audit service industry, and labour shortages for remediation activities – which impacted compliance rates. To reflect the evolving nature of our third parties and value chain, in December 2022 we published our Responsible Partner Policy, which replaces the Responsible Sourcing Policy. The new policy has a broader scope and includes guidance on reducing GHG emissions, minimising waste, safeguarding nature and protecting personal data. Please visit the Unilever UK website for our most recent Modern Slavery & Human Trafficking Statement. €818m Spend with diverse businesses. Planet & Society 34 Unilever Annual Report on Form 20-F 2022 | Strategic Report – Review of the Year
Climate Transition Action Plan: Annual Progress Report Working towards net zero Unilever's Climate Transition Action Plan (CTAP), which is available on our website, outlines our climate targets and the actions we will take to reduce greenhouse gas (GHG) emissions in our business and value chain as we seek to make progress towards them. This is our second CTAP progress report. It sets out our progress against strategic programmes to deliver net zero, outlines how we are using our influence for change, and provides an analysis of our GHG emissions. It also provides an update on our approach to climate governance, disclosure and emissions measurement, and demonstrates how closely linked our climate actions are to delivering our nature goals. For more information on our goals to protect and regenerate nature, please see page 32. The complex nature of our business, operating across many categories, product formats and geographies, means that our pathway to net zero will consist of a significant number of initiatives which tackle our biggest emissions sources. The work we have undertaken in 2022 has helped us to clarify and prioritise these initiatives within each of our five Business Groups. Our focus will now be on scaling these initiatives over the short to medium term to deliver annual absolute GHG emission reductions. Our progress this year In 2022, we made good progress against our targets. We reduced the Scope 1 and 2 GHG emissions from our operations by 13% versus 2021 (68% against a 2015 baseline). Our full value chain Scope 1, 2 and 3 GHG emissions, on a per consumer use basis, reduced by 5% versus 2021 (19% against a 2010 baseline), which is another important step towards halving the emissions of our products per consumer use by 2030. When we focus in on our Scope 1, 2 and 3 GHG emissions in scope of our net zero target ('our GHG emissions'), which excludes emissions from indirect consumer use, we see that whilst there was a reduction in product volumes in the measured period, our GHG emissions increased by 2%. The progress we have made in reducing GHG emissions from our operations, packaging, logistics, and our retail emissions, was offset by an increase in emissions from raw materials and ingredients and an increase in direct consumer use emissions. A table detailing our progress against our climate metrics and targets and an analysis of GHG emissions over the last three years can be found in our climate metrics and targets section on pages 38 to 41. The graphic above provides a breakdown of our GHG emissions. Raw materials and ingredients Emissions from our raw materials and ingredients represent 59% of our GHG emissions. These emissions increased by 4% from 2021 driven by changes in sales mix within our Nutrition and Ice Cream Business Groups and changes in the reported emissions of various raw materials, as a result of now having improved emissions data. The improvements that we have made to our data include the use of supplier data, rather than industry averages, for the production of soda ash (used in many of our Home Care products), and the use of more accurate data for the specific types of chocolate and soy we use in our Nutrition and Ice Cream businesses. Since emissions associated with raw materials are outside our direct control, we collaborate closely with our suppliers. In 2021, we announced the Unilever Supplier Climate Programme, which aims to accelerate the decarbonisation of our shared supply chains across raw materials and ingredients and packaging materials. For more details on packaging materials see pages 32 to 33. We are targeting 300 priority suppliers for this programme and during 2022, we ran a pilot with 35 raw material suppliers of varying sizes and climate maturities, covering a range of industries and geographies. Suppliers participating in the pilot were able to build their climate knowledge and develop expert capabilities to calculate and share their GHG emissions data. The feedback from this pilot is informing the roll-out and scale- up of this important programme in 2023. Renewable and recycled ingredients While our business relies on chemicals derived from fossil fuels, we can reduce our emissions by transitioning towards ingredients which use renewable or recycled carbon. Our Home Care Business Group’s Clean Future strategy is at the forefront of this pioneering approach, identifying opportunities to replace fossil-fuel-based ingredients with renewable and recyclable alternatives. Alternative ingredients are critical to our plans to achieve net zero and will help us future-proof our portfolio by diversifying our supply chains while offering consumers more sustainable, lower emission products. This year we launched a €115 million ($120 million) joint venture with Genomatica, a US-based biotech company, to commercialise and scale low-carbon plant-based feedstock ingredients. We expect these alternative ingredients to deliver GHG emission reductions in the medium to long term. Planet & Society: Climate Transition Action Plan Annual Progress Report Unilever Annual Report on Form 20-F 2022 | Strategic Report – Review of the Year 35
Deforestation-free supply chains and promoting regenerative agriculture Forests play a key role in removing carbon from the atmosphere. We are working towards achieving our goal of a deforestation-free supply chain for palm oil, paper and board, tea, soy and cocoa by the end of 2023. This requires close collaboration with a complex array of suppliers from smallholder farmers to multinational companies. We are working towards this by investing in the transformation of our manufacturing infrastructure. In 2022, we began the upgrade of our Unilever Oleochemicals facility in North Sumatra, with a spend of €59 million ($63 million). €70 million ($75 million) is forecasted for further upgrades in 2023. The aim of this project is to simplify our supply chain and allow us to process oil from independent mills and smallholder farmers. Read more about our progress to achieving our deforestation- free target on page 32. Our regenerative agriculture programme plays an important role in transforming our value chain to enable us to achieve our net zero goals. In 2022, supported by our Climate & Nature Fund, our Knorr brand has established pilot projects to reduce the environmental impact of the ingredients used in its products. Knorr will launch 50 projects in collaboration with farmers to lower and sequester GHG emissions and reduce water consumption, while improving biodiversity, soil health and livelihoods. These form part of our overall regenerative agriculture programme. Read more about regenerative agriculture on page 32. Climate & Nature Fund Our Climate & Nature Fund is a commitment to invest €1 billion by 2030 in climate, nature and waste projects. It aims to connect value chain transformation with our brands and will help us to take targeted action to address climate change, protect nature and grow responsibly, ultimately helping us achieve our net zero ambition. By the end of 2022, we had spent and committed over €200 million. Low-carbon dairy Dairy products are a priority raw material used by our Ice Cream brands such as Wall’s, Magnum and Ben & Jerry’s. Cows emit large amounts of methane – one of the most potent greenhouse gases. Lowering GHG emissions from dairy products is therefore essential for the delivery of our net zero goal. As well as exploring the use of regenerative farming practices to reduce the GHG emissions of our dairy value chain, we are evaluating new technologies to reduce dairy emissions at source. In 2022, in the US and Europe, we launched a pilot through our Ben & Jerry’s brand to work with 15 dairy farms with the aim of reducing emissions by up to half by 2024. Plant-based foods Another part of our climate transition strategy is to introduce more plant-based options into our Ice Cream and Nutrition portfolios, increasing sales of dairy alternatives and meat replacement products. In 2022, Unilever Nutrition and Ice Cream achieved €1.2 billion in sales from plant-based products. In our Ice Cream business, our non-dairy, plant- based portfolio represents 8% of the Business Group's turnover. In 2022, we launched new vegan products, including Magnum Vegan Mini Classics. Packaging materials Emissions associated with our packaging materials make up 13% of our GHG emissions. In 2022, our emissions from packaging reduced by 1% versus 2021, driven by a reduction in the use of virgin plastic which is made from a derivative of crude oil and natural gas. Read more about plastic packaging on pages 32 to 33. Our operations Despite the GHG emissions from our operations being relatively small at 2%, they are where we have the greatest influence. We are working to achieve a 100% reduction in our operational Scope 1 and 2 GHG emissions from our factories, offices, research laboratories and warehouses by 2030, against a 2015 baseline. In 2022, we reduced our operational GHG emissions by 13%. This means that in total we have reduced our operational GHG emissions by 68% versus 2015, putting us on track to achieve our interim target of a 70% reduction by 2025. We are making progress by converting to renewable electricity and energy while, at the same time, improving our energy efficiency. Renewable electricity In 2022, 93% of our electricity was from renewable sources, an increase of almost 7% since 2021. We report in line with RE100’s best practice on renewable electricity reporting, which means that we only report electricity as 'renewable' when the accompanying Renewable Energy Certificates (RECs), originate in the same market in which we are operating. We also include renewable electricity generated at our factories, such as the electricity from our combined heat and power plants (CHPs) and on-site solar installations. Renewable energy Decarbonisation of the energy we use to generate heat is critical in the next phase of our strategy to achieve our 2030 operational emissions goal, including 100% renewable thermal energy. In 2022, over a third of our thermal energy came from renewable sources. Our factories also achieved a full year of production without direct coal use in our operations. In June 2022, we responded to the growing external debate on the sustainability of biogenic fuel sources with the publication of the Unilever position on the sustainable sourcing of biofuels. Energy efficiency We are focused on improving energy efficiency and in 2022, our factories reduced their operational energy consumption by 4%, versus 2021. In 2022, we invested €37 million in capital expenditure projects via our Clean Technology Fund. These projects were mainly focused on renewable energy and resource efficiency, and we estimate that they will result in an 88,000 tonne reduction in GHG emissions across their lifecycles. We also use an internal carbon price of €70 per tonne of CO2 to inform our investment decision-making. Food waste Tackling food waste helps to mitigate climate change, address food insecurity, protect natural resources and deliver economic benefits. That is why we are aiming to halve food waste in our operations by 2025 (measured in tonnes rather than CO2e). In 2022, our company-wide food waste warrior programmes resulted in good progress against this goal, and reduced food waste per tonne of food handled in our operations by 17%, versus a 2019 baseline. Planet & Society: Climate Transition Action Plan Annual Progress Report 36 Unilever Annual Report on Form 20-F 2022 | Strategic Report – Review of the Year
Logistics and distribution Downstream logistics and distribution make up 3% of our GHG emissions. Emissions from upstream logistics and distribution are included in the raw material and ingredients category. In 2022, we reduced our total logistics emissions by 7% versus 2020. One of the ways we have achieved this is by reducing the number of kilometres travelled, by 11% versus 2020. We are also piloting new alternative fuels and zero emission technologies in collaboration with our logistics partners. For example, in the Netherlands, we have been trialling zero emission refrigeration technology for transporting our ice cream products which uses electricity instead of diesel. We strongly support the transition to electric vehicles (EVs) and have committed to 100% EVs or hybrids in our global car fleet by 2030. EVs and hybrids currently make up over 8% of our fleet. In 2022, we conducted a pilot in Italy and Denmark to understand the carbon emissions of our customer development operations and identify the areas of greatest impact to inform our actions in 2023 and beyond. Retail emissions from ice cream freezers Ice cream freezers in retail stores make up 10% of our GHG emissions. Retail emissions decreased by 5% from 2021, primarily as a result of the wider industry energy grid decarbonisation and our continued transition to lower impact point-of-sale cabinets. This year, we continued the progress made in 2021 and all new freezers we purchased used lower carbon, natural hydrocarbon refrigerants. We estimate that over 95% of our 3 million freezers now use these refrigerants. We also continue to invest in energy efficient freezers, with the average energy use per unit falling by 2.5% compared to 2021. In 2022, we completed a market trial in Germany of ‘warming up’ freezers from -18°C to -12°C, to reduce energy consumption. The result of this trial was positive: with suitable product formulations, we can achieve an energy saving of up to 30% while not compromising on ice cream quality. A second trial will follow in Indonesia in 2023. Direct consumer use (HFC propellants) Propellants are used in aerosol products: hair sprays, body sprays and deodorant sprays. In the US, Volatile Organic Compound (VOC) regulations restrict the use of the hydrocarbon propellants that we use elsewhere. Instead, hydrofluorocarbon (HFC) propellants are used to reduce the VOC levels in aerosol products in the US. HFC propellants typically have a Global Warming Potential (GWP) of around 120, meaning they are 120 times more potent than carbon dioxide in contributing to global warming. As a result, HFC propellants in North America make up 2% of our GHG emissions. In 2022, GHG emissions from direct consumer use of sold products increased by 15% from 2021. This was driven by a post Covid bounce back in the sales of hair sprays, deodorant sprays and body sprays in the US. Additionally, a change in the US regulation which requires a lowering of VOCs led to an increase in the HFCs used in the short term. However, we believe this regulatory change will, in the future, enable innovation on alternative propellant systems to facilitate significantly lower GHG emissions from hair sprays, dry shampoos, deodorant sprays and body sprays. We remain committed to leading the development of alternative, low GWP propellants and formats. For example, in 2022 our natural Personal Care brand Schmidt’s launched an innovation which uses nitrogen-propelled air spray in the US. Product end of life The disposal of waste products and packaging, including the biodegradation of product formulations after their use, makes up 11% of our GHG emissions. Our goal is that 100% of our ingredients will be biodegradable by 2030. We want consumers to be confident that the products they use will not leave a physical trace in the environment. We are therefore focusing on product reformulation to replace the small percentage of our ingredients which do not meet our biodegradability standards. We are also using new biodegradable ingredients such as coconut oil instead of silicone in our Hair Care portfolio. We recognise that this goal creates a tension with our net zero target because when products biodegrade, they break down into their component parts, which could include CO2, producing additional emissions. Therefore, we remain focused on increasing our use of renewable and recycled ingredients which will lower GHG emissions as our products biodegrade. For more details, please see our update on renewable and recycled ingredients on page 35. Halving the GHG impact of our products across the full product lifecycle Around two-thirds of our products' full value chain GHG emissions come from their use by consumers (indirect consumer use). This includes, for instance, the energy used by washing machines and hot water used for showering. There is a limit to how much we can influence emissions from product use as consumers make their own choices on how long they shower, which energy provider they use, and how efficient their home appliances are. We are therefore reliant, as many companies are, on the decarbonisation of the energy grid to reduce our downstream indirect use emissions. We are advocating for system-wide change, such as the acceleration of renewable energy globally. In 2022, we were awarded the RE100 Market Trailblazer award for our commitment to driving market change through our electricity procurement approach and our external policy advocacy. In 2022, our indirect consumer use emissions fell by 11% from 2021. This was driven by a number of factors, across many of our key markets: grid energy decarbonisation in the UK, Germany, the Netherlands and Turkey, sales mix changes and higher product volume growth in markets where cold washing and handwashing is predominant. This reduction in indirect consumer use emissions was the primary driver of the 5% reduction in our full value chain GHG emissions per consumer use since 2021. Planet & Society: Climate Transition Action Plan Annual Progress Report Unilever Annual Report on Form 20-F 2022 | Strategic Report – Review of the Year 37
Using our influence We are using our voice to advocate for systematic change that will help us, and others, achieve our climate goals in line with the Paris Agreement. In 2022, our policy advocacy priorities included: ■ Securing high ambition outcomes in emerging frameworks around net zero targets and climate transition plans. ■ Helping to shape the evolution of the voluntary carbon market in a way that supports additional financial flows to forest protection and nature regeneration, without removing the pressure on companies to reduce emissions. ■ Continuing to push for high ambition policy outcomes within international forums such as the COP27 climate summit and the G20. This work was primarily conducted in partnership with other businesses through coalitions, and through direct engagement and advocacy with policymakers in a number of key markets. Our CEO Alan Jope continued to support the UK COP26 Presidency as a member of the COP26 Business Leaders Group. We also attended COP27, working in partnership with groups such as the We Mean Business Coalition, to call for higher ambition national climate plans, increased finance for climate mitigation and adaptation in vulnerable countries, and energy and food systems transformation, including the building of more resilient and sustainable food chains through regenerative agriculture. We are conducting a global trade association review. As part of this, we are assessing whether trade associations are aligned with the Paris Agreement, our climate policy position and sustainability commitments. We disclose a list of our principal trade associations by region on our website. In 2022, we also supported the launch, at COP27 Sharm El-Sheikh, of the Corporate Knights Action Declaration on Climate Policy Engagement. Governance and disclosure Governance Full details of our climate governance are included in our TCFD reporting on page 42. In 2022, we introduced new internal governance mechanisms to oversee progress against our climate goals. These included the creation of a quarterly sustainability review undertaken by the Unilever Leadership Executive where progress against climate and other sustainability targets is reviewed. Disclosure We believe that transparency on our GHG emissions and the progress we are making towards our targets is key to delivering our net zero goal. In addition to the climate disclosures in our Annual Report and Accounts, we provide detailed information on our climate strategy and performance to CDP, the leading disclosure platform. In 2022, we received a rating of A for both Climate and Forests and A- for our Water disclosures based on our submissions of 2021 data. Our CDP submissions are publicly available on our website. Our climate metrics and targets We use a number of key metrics and targets to assess and manage climate risks and opportunities across our full value chain. Two of the targets have been recognised as science- based by the Science Based Targets initiative ('SBTi'): ■ Reduce in absolute terms our operational (Scope 1 and 2) emissions by 100% by 2030 against a 2015 baseline, with an interim goal to achieve a 70% reduction by 2025 against a 2015 baseline (medium-term emissions target). ■ Halve the full value chain emissions (Scope 1 to 3) of our products on a per consumer use basis by 2030 against a 2010 baseline (medium-term intensity target). While our operational target is consistent with the 1.5°C ambition of the Paris Agreement, our full value chain target is consistent with a 2°C temperature increase. This is because it was set in 2010 and validated by the Science Based Targets initiative before the 1.5°C validation was introduced. We have a target to achieve net zero emissions by 2039. We are currently completing a review of our 2030 full value chain target and intend to submit an updated target, along with our net zero target, to SBTi for validation in 2023. We also have a number of nature, waste and nutrition related targets which play an important role in tackling climate change. Planet & Society: Climate Transition Action Plan Annual Progress Report 38 Unilever Annual Report on Form 20-F 2022 | Strategic Report – Review of the Year
Progress against climate metrics and targets The table below shows our progress against the key metrics and targets that we are currently able to measure. Refer to pages 35 to 38 for further details on our progress. Metrics and targets Note 2022 2021 2020 Net zero GHG emissions across our value chain by 2039 (million tonnes CO2e)(a) 1 34.31 33.74 35.67 Scope 1 and 2 GHG emissions (Unilever operations) Reduce GHG emissions in our operations by 100% by 2030 (reduction in emissions from energy and refrigerant use in our operations since 2015)(b) 2 '-68% -64% -58% 100% renewable electricity in our operations(b) 3 93% 86% 80% Energy use in GJ per tonne of production in our manufacturing sites(b) 1.22 1.23 1.21 CO2 emissions from energy use in kg per tonne of production in our manufacturing sites(b) 30.35 34.06 38.93 100% EVs or hybrids in our global car fleet by 2030(a) 8% – – Scope 1, 2 and 3 GHG emissions (Unilever operations, upstream and downstream) Estimated 40%-50% reduction in logistics emissions by 2030 (% change since 2020) -7% – – Halve greenhouse gas impact of our products across the lifecycle by 2030(a) (% change since 2010) 4 -19% '-14% -10% Nature 100% sustainable sourcing for key agricultural crops 81% 79% – Implement water stewardship programmes in 100 locations in water-stressed areas by 2030 8 – – Help protect and regenerate 1.5 million hectares of land, forests and oceans by 2030 (hectares) 0.2m 0.1m – Waste 25% recycled plastic by 2025(a) 21% 18% – Halve food waste in our operations by 2025 (% change since 2019) -17% '-4%(c) – Nutrition €1.5 billion of sales per annum from plant-based products in categories whose products are traditionally using animal-derived ingredients by 2025 €1.2bn – – Supported by: €1 billion Climate & Nature Fund – spent and committed €0.2bn 0 – (a) Measured for the 12 month period ended 30 June. (b) Measured for the 12 month period ended 30 September. (c) We have updated our 2019 baseline to reflect the divestment of our Tea business. Therefore, we are restating our 2021 performance. Notes on metrics and targets Note 1: Analysis of GHG emissions GHG emissions (million tonnes CO2e) 2022 2021 2020 2022 – 2021 % change Scope 1 and 2 GHG emissions: Unilever operations(a) (Note 2) 0.62 0.71 0.82 -13% Scope 3 GHG emissions(b) 33.69 33.03 34.85 2% Raw materials and ingredients 20.16 19.35 19.32 4% Packaging materials 4.54 4.60 4.53 -1% Downstream logistics and distribution 1.00 1.02(c) 2.78 -2% Retail ice cream freezers 3.55 3.75 4.01 -5% Direct consumer use (HFC propellants) 0.82 0.71 0.77 15% Product end of life 3.62 3.60 3.44 1% Scope 1, 2 and 3 GHG emissions in scope of net zero target 34.31 33.74 35.67 2% Scope 3 GHG emissions – indirect consumer use(b) 57.54 64.87 65.76 -11% Total Scope 1, 2 and 3 GHG emissions 91.85 98.61 101.43 -7% (a) Measured for the 12 month period ended 30 September. (b) Measured for the 12 month period ended 30 June. (c) The change in our logistics and distribution emissions between 2020 and 2021 is a result of a move from using industry-standard global GHG emission conversion factors to industry-standard regional GHG conversion factors in our calculations. Planet & Society: Climate Transition Action Plan Annual Progress Report Unilever Annual Report on Form 20-F 2022 | Strategic Report – Review of the Year 39
GHG emissions consist of our measured Scope 1 and 2 emissions plus an estimate of our Scope 3 emissions. Scope 1 encompasses direct GHG emissions from energy generated from fossil fuels such as gas and oil, as well as emissions from refrigerants. Scope 2 encompasses indirect GHG emissions from the on-site generation and purchase of electricity according to the ‘market-based method’ and purchased thermal energy. Scope 1 and 2 GHG emissions come from energy and refrigerants used in our own operations, largely in our factories which produce most of our emissions. Scope 3 GHG emissions are estimated by measuring the emissions of a representative sample of approximately 3,000 products across 12 categories and 14 countries through a detailed footprinting exercise. For each representative product, internal and external data sources are used to represent various lifecycle activities and inputs (for example, specification of product, energy for site of manufacture and consumer use data). The GHG emissions impact of ingredients and packaging are obtained from external databases (based on industry averages) or internal expert studies. We then extrapolate the results at a country level across the unsampled products to obtain the estimated GHG emissions for each of the 14 countries. These 14 countries account for 60-70% of our total sales volumes. We estimate our global full value chain GHG emissions figure by a simple extrapolation of the calculated GHG emissions from the 14 countries. As set out in our CTAP, and in line with the SBTi’s approach, the GHG emissions included in the scope of our net zero target ('our GHG emissions') exclude the indirect consumer use emissions associated with our products. We are on a continuous journey to update and improve the accuracy of our reported emissions by reducing the level of estimation and by replacing the use of industry averages with more specific supplier data. These changes can affect both the emissions in a baseline year for our approved targets and the annual emissions we report. Measuring Scope 3 emissions is challenging for most companies with measurement methodologies reliant on estimations and the use of industry-average data. Following a successful pilot earlier this year, through the Partnership for Carbon Transparency (PACT), hosted by the World Business Council for Sustainable Development, we have now successfully exchanged emissions data with several partners. This work demonstrates proof of concept for what we believe will be a significant shift in the way that Scope 3 emissions are standardised, measured and reported in the future. Note 2: Analysis of GHG emissions in our operations Scope 1 and 2 GHG emissions (million tonnes CO2e) 2022 2021 2020 Scope 1 GHG emissions(a) 0.50 0.56 0.60 Renewable energy 0 0 0 Non-renewable energy 0.48 0.54 0.59 Refrigerants 0.02 0.02 0.01 Scope 2 GHG emissions(a) 0.12 0.15 0.22 Purchased renewable electricity 0 0 0 Purchased non-renewable electricity 0.03 0.06 0.13 Purchased renewable thermal energy 0 0 0 Purchased non-renewable thermal energy 0.09 0.09 0.09 Total Scope 1 and 2 GHG emissions 0.62 0.71 0.82 Reduction in Scope 1 and 2 GHG emissions from energy and refrigerant use in our operations since 2015 (%) '-68% -64% -58% (a) Measured for the 12 month period ended 30 September. Planet & Society: Climate Transition Action Plan Annual Progress Report 40 Unilever Annual Report on Form 20-F 2022 | Strategic Report – Review of the Year
Note 3: Analysis of renewable and non-renewable electricity in our operations Renewable electricity (% of kWh) 2022 2021 2020 On-site renewable self-generation 1.4% 2.5% 1.0% Purchased renewable electricity: 91.6% 83.8% 78.8% On-site Purchase Power Agreements 0.4% 0.3% 0.5% Off-site Purchase Power Agreements 12.1% 9.8% 15.3% Green electricity products from an energy supplier (green tariffs/bundled RECs) 18.0% 24.5% 18.8% Green electricity purchased in markets with greater than 95% renewable grid 0.2% 0.2% 0.1% Unbundled RECs bought in market 69.3% 65.2% 65.4% Total renewable electricity 93.0% 86.3% 79.8% Non-renewable electricity (% of kWh) 2022 2021 2020 On-site non-renewable electricity generation (e.g. gas-fired on-site CHP) 3.6% 7.5% 7.7% Purchased non-renewable electricity (e.g. non-grid transfer of CHP) 0.1% 0.1% 5.8% Unbundled RECs bought in an adjacent market 3.3% 6.1% 6.7% Total non-renewable electricity 7.0% 13.7% 20.2% Note 4: Analysis of GHG emissions per consumer use GHG per consumer use 2022 2021 2020 GHG impact per consumer use (grams CO2e) 41.4 43.6 45.6 Reduction in GHG impact per consumer use since 2010 (%) -19% '-14% -10% Our 2030 full value chain GHG emissions target is expressed on a 'per consumer use' basis. This means a single use, portion or serving of a product. This target covers Scope 1, 2 and 3 emissions across the full value chain including both direct and indirect consumer use emissions. Consumer use is based on either consumer habits studies or on-pack recommendations. In cases where relevant consumer habits studies are unavailable, internal expert opinion is also used. Planet & Society: Climate Transition Action Plan Annual Progress Report Unilever Annual Report on Form 20-F 2022 | Strategic Report – Review of the Year 41
Task Force on Climate-related Financial Disclosures statement The following statement, which Unilever believes is consistent with the Task Force on Climate-related Financial Disclosures (TCFD) Recommendations and Recommended Disclosures, details the risks and opportunities arising from climate change, the potential impact on our business and the actions we’re taking to respond. We also integrate climate-related disclosures throughout this Annual Report and Accounts, including in our Climate Transition Action Plan (CTAP) Annual Progress Report on pages 35 to 41. A detailed breakdown of our emissions can be found on page 39. See our website for our CTAP. Governance The overall governance structure for managing Unilever’s climate risks and opportunities is the same as for any of Unilever’s other key risks and opportunities i.e. all of the following play a key role in governance: the Board, the Board subcommittees, ULE, ULE subcommittees, Business Group leadership teams, specialist management governance groups and specialist teams together with the support of relevant policies and procedures applied by everyone in the business. Whilst the Board takes overall accountability for the management of all risks and opportunities, including climate change (see page 67), our CEO is ultimately responsible for oversight of our climate change agenda. The Board delegates specific climate change matters to each of the Board subcommittees: ■ The Corporate Responsibility Committee – oversees the development of Unilever’s sustainability agenda (which includes climate matters), the progress against that agenda, including performance against specific targets, whilst also reviewing sustainability-related risks, developments and opportunities (see page 107). ■ The Audit Committee – oversees the non-financial disclosures in our Annual Report and Accounts, which includes climate-related disclosures. This includes reviewing the scope and results of any internal and external assurance activities obtained over the disclosures (see page 102). ■ The Compensation Committee – supports the sustainability strategy which includes the climate strategy through alignment of Unilever’s incentive plan to the sustainability agenda and ambitions (see page 112). ■ The Nominating and Corporate Governance Committee – is responsible for ensuring that the composition of the Board provides sufficient skills and experience in sustainability matters including climate change to deliver on the sustainability agenda (see page 98). ■ The Board is supported by ULE and the Sustainability Advisory Council. The Council is made up of seven independent external specialists in social and environmental matters and meets twice a year to guide and critique our strategy. The ULE discuss key strategic sustainability matters at least quarterly. During 2022, climate change matters were discussed at each meeting including progress against our climate-related Compass goals. The specific topics discussed included our net zero roadmaps, changes in the SBTi guidelines and implications on our targets, and Climate & Nature Fund progress and priorities. Additional ULE subcommittees are also in place to support our climate agenda and ULE decision-making, including: ■ Business Operations Sustainability Steering Committee: Provides strategic guidance on implementation of our Climate, Nature and Social Compass commitments within our extended supply chain. Chaired by our Chief Business Operations Officer, attended together with our Chief Sustainability Officer (CSO), Chief Procurement Officer and Head of Sustainable Business and Reporting. ■ Climate and Nature Investment Committee: Evaluates and approves investment proposals, reviews progress against key milestones for the Climate & Nature Fund, our €1 billion commitment to commercialising sustainability through disruptive transformations of our value chain. Chaired by our Chief Business Operations Officer together with our CSO, Chief R&D Officer, Head of Sustainable Business and Reporting and our five Business Group Presidents. Each Business Group has a sustainability lead to ensure that sustainability risks and opportunities are embedded into their strategies and performance is monitored. We also have a specialist Corporate team, the Global Sustainability Function, led by our CSO. This team supports the Business Group teams in developing their business strategies whilst also driving transformational change across markets through advocacy and partnerships. Our CSO also chairs the Unilever Next Gen Sustainability Council which is a collective of young advocates, who are independently connected to broader youth bodies. The Council aims to capture the voice and expectations of young people across key sustainability issues. In addition, included within the Supply Chain, R&D and Finance corporate functions, we have teams of experts who are focused on the sustainability agenda which includes climate- related matters. Their activities include developing relevant policies and procedures e.g. responsible sourcing, sustainable capex and metric definitions (scope and calculation methodologies). We regularly engage with our investors on a wide range of sustainability matters including our climate strategy. In 2021, we achieved shareholder support for our CTAP through an advisory vote at our AGM. We will continue to have an advisory vote on the CTAP every three years. Remuneration for management employees – up to and including the ULE – continues to be formally linked to performance against climate change goals. Their reward packages include fixed pay, a bonus as a percentage of fixed pay and eligibility to participate in a long-term Performance Share Plan (PSP). The PSP is linked to financial and sustainability performance, guided by our Sustainability Progress Index (SPI), which accounts for 25% of the total PSP award. The SPI in 2022 is determined by considering performance against a number of sustainability targets – see page 117 for details. See pages 117 to 118 for more on PSP including the role of the Board’s Compensation Committee and Corporate Responsibility Committee in determining how the PSP operates, and the SPI outcome each year. Planet & Society: Task Force on Climate-related Financial Disclosures statement 42 Unilever Annual Report on Form 20-F 2022 | Strategic Report – Review of the Year
Strategy and risk management Climate change is a principal risk to Unilever which has the potential – to varying degrees – to impact our business in the short-, medium- and long-term. We face potential physical environment risks from the effects of climate change on our business, including extreme weather and water scarcity. Potential regulatory and transition market risks associated with the shift to a low-carbon economy include changing consumer preferences and future government policy and regulation. These also present opportunities. The potential impacts of climate change are taken into account in developing the overall strategy, our Business Group strategies and financial plans. More detail on these risks, opportunities and the mitigating actions we’re taking can be found on pages 44 to 51. The process for assessing and identifying climate-related risks is the same for each of the principal risks and is described on page 67. The risks are reviewed and assessed on an ongoing basis and formally at least once per year. For each of our principal risks we have a risk management framework detailing the controls we have in place, who is responsible for managing both the overall risk and the individual controls mitigating it. We monitor risks throughout the year to identify changes in the risk profile. We regularly, where appropriate, carry out climate-related risk assessments at site level, supplier level, as well as innovation- project level. Climate-related risks are managed by the team relevant to where the risk resides. For example, climate risks in relation to commodities in the supply chain are managed by our procurement team. Understanding financial impact: scenario analysis We have conducted several high-level scenario analyses on the potential impacts of climate change to help us consider and adapt our strategies and financial planning. In prior years, we have reported the potential financial impacts of climate change on our business in 2030 if average global temperatures were to rise by 2°C and 4°C above pre-industrial levels by 2100. This analysis led us to understand that limiting warming to 2°C would primarily expose us to economic and regulatory transition risks, whereas a 4°C warming level would expose us to unprecedented physical risks. In 2021, as new scientific evidence was released by the UN’s Intergovernmental Panel on Climate Change (IPCC) and the global consensus around the need for governments to commit to a 1.5°C world strengthened, we extended our scenario analyses to assess the impacts of a 1.5°C temperature increase above pre- industrial levels by 2100 on our business in 2030, 2039 and 2050. Understanding and modelling the potential financial impact on the business in 2030, 2039 and 2050 of limiting global warming to 1.5°C The IPCC’s sixth assessment report (AR6), the most up-to- date compendium from the global scientific community on climate change, states that limiting warming to 1.5°C above pre-industrial levels is necessary to prevent the severe environmental consequences that are likely to occur in a 2°C warmer world, and the catastrophic impacts that would materialise if temperatures rose by 4°C. However, it also noted that achieving a 1.5°C world would still imply major disruption and would necessitate a fast and aggressive transition of our global economy, encompassing policy and regulation, production and consumption systems, societal and economic structures and behaviours, and infrastructure development and deployment of new technologies. The IPCC also sets out multiple pathways that the world could take to limit global warming to 1.5°C. The nature of the pathway taken significantly impacts the risks and opportunities that a business will face. In assessing the material risks and opportunities Unilever would face in a world focused on achieving 1.5°C we have reviewed in detail two pathways, ‘proactive’ and ‘reactive’, that we assessed as more likely than other more extreme possible pathways. In the ‘proactive’ route, there is an early and steady reduction of emissions as a result of a fast response from all economic actors, meaning there is less dependence on technological advancements to remove carbon from the atmosphere in the second half of the century. Conversely, in the ‘reactive’ route, significant action by economic actors is delayed to 2030, after which a very rapid transition across all actors is required, accompanied by deployment at a very large scale of low-carbon energy and carbon removal activities and technology. Proactive route Reactive route ■ Aggressive and persistent regulation from today ■ Dramatic changes to lifestyle from today, towards minimising climate impact and social inequality ■ Reliance on available and proven technologies ■ Lower reliance on carbon removal technologies ■ Gradual regulation by 2030, very aggressive post-2030 ■ Continuation of historical societal trends until 2030, then rapid pivot ■ Major reliance on technologies that are not yet proven to scale ■ Higher reliance on carbon removal technologies Planet & Society: Task Force on Climate-related Financial Disclosures statement Unilever Annual Report on Form 20-F 2022 | Strategic Report – Review of the Year 43
Risks and opportunities assessed in creating our 1.5°C scenario In creating our 1.5°C scenario analysis, we took the two pathways and considered the five broad types of risks and opportunities using the TCFD risk framework: Regulatory risks; Market risks; Physical environment risks; Innovative products and services opportunities; and Resource efficiency, resilience, and market opportunities. We identified approximately 40 specific risk and opportunity areas which could impact us in 2030, 2039 and 2050, each of which we assessed qualitatively, supported where possible with high-level quantitative assessments. The assessments are based on financial scenarios and do not represent financial forecasts. They exclude any actions that we might undertake to mitigate or adapt to these risks. The quantitative assessments were developed to understand high-level materiality and order of magnitude financial impact rather than perform detailed simulations or forecasts on the long-term future of markets and products. The data used was from internal environmental, operational, and financial data and external science-based data and assumptions from reputable and broadly used sources such as the IPCC or the International Energy Agency. Key risks and opportunities Out of all the risks and opportunities we assessed as part of our 1.5°C scenario assessment, there are 11 which we believe are significant and could at some time in the future be material to our business. We have combined the outputs from the ‘proactive’ and ‘reactive’ analyses since the risks and opportunities are similar, with the differences only being in the size and timing of impact. Due to the nature of climate risks and opportunities we are monitoring them across a number of time horizons. Short term (up to three years) – this aligns with our three-year strategic plans, medium term (three to ten years) and long term (beyond ten years). Where we have been able to quantify the risk, the ranges represent potential impacts of the different pathways. Actions to mitigate the risks and capitalise on the opportunities have been consolidated into our Compass strategy (page 4) and our CTAP (pages 35 to 41). Below we summarise the 11 risks and opportunities. Given the nature of our products, all of the risks noted below are applicable to all our Business Groups and there are only modest variations in their relative significance for each Business Group. For more details on key targets, see pages 60 to 61. Risk Management of risk Carbon tax This includes carbon taxes and voluntary removal or offset costs. Tightening regional or national regulations as well as climate commitments across individual businesses could drive widespread implementation of these taxes or market schemes. This could translate into rising direct and indirect costs linked to carbon emissions, where the strongest impact would likely be on costs of sales linked to raw materials, production, and distribution emissions. Carbon taxes on household emissions or costs passed through to our consumers linked to household emissions may impact their disposable income and ultimately their purchasing power. Impact on Business Groups All Business Groups could be impacted by carbon taxes or voluntary removal costs. Per unit of consumption, our Ice Cream business has the highest carbon emissions from the use of dairy ingredients and the energy used in ice cream storage/ transport/point-of-sale freezer cabinets. The highest absolute carbon emissions from sourcing materials, production and distribution, is in Home Care whereas it is lowest in Beauty & Wellbeing. Timeframe: Medium term to long term Actions: We have developed a CTAP which sets out in detail activities to reduce our carbon emissions. For example, our eco- efficiency programmes aim to reduce energy demand and emissions in our operations, and beyond our operations, we are working with agricultural raw material suppliers on climate-smart agriculture and aim to cut emissions from energy use in more than 3 million point-of-sale ice cream cabinets. We support the use of internal carbon pricing as a tool to help us achieve our zero emissions goal. We use an internal carbon price of €70 per tonne to inform our investment decision-making. Key targets: ■ Halve greenhouse gas impact of our products across the lifecycle by 2030 ■ Zero GHG emissions in our operations by 2030 ■ Net zero GHG emissions across our value chain by 2039 Regulatory risks Planet & Society: Task Force on Climate-related Financial Disclosures statement 44 Unilever Annual Report on Form 20-F 2022 | Strategic Report – Review of the Year
Land use regulations These could drive reforms to radically restructure current global land use patterns to conserve and expand forest land, serving as the main natural carbon removal solution. This could reduce land available for food crops, pasture, and timber and hence access to our primary commodities which could drive reduced crop output and increase raw material prices. Impact on Business Groups All Business Groups could be impacted by land use regulation. The majority of our products are derived from agricultural raw materials and thus any limitations placed on land use would have a similar impact across each Business Group. Specific land use regulations vis-à-vis certain usages/crops could impact the Business Groups differently e.g. if dairy farming land was restricted and nothing else, then the Ice Cream business would be most impacted. Timeframe: Medium term to long term Actions: We monitor potential land use regulations to ensure we understand their implications so that we can adapt our raw material supply strategy. In partnership with others, we continue to work towards a deforestation-free supply chain for our key agricultural raw materials. In addition, we are working with farmers across our supply chain to drive sustainable sourcing and regenerative agriculture. Key targets: ■ Deforestation-free supply chain in palm oil, paper and board, tea, soy and cocoa by 2023 ■ Help protect and regenerate 1.5 million hectares of land, forests and oceans by 2030 Product composition regulations These could restrict or ban the use of certain GHG-intensive components and ingredients in everyday products. This would require the redesign of products and packaging to comply, which could increase costs. Impact on Business Groups All Business Groups could be impacted by product composition regulations. If there was a ban on the use of GHG-intensive ingredients/components, then there is a greater likelihood that the impact on our Personal Care and Home Care businesses would be greater than on our other businesses, as some personal care products in certain countries use HFC propellants and in home care, various chemicals such as soda ash are used. Timeframe: Medium term to long term Actions: We monitor regulatory developments to ensure that our product composition is compliant and that future innovations/products are designed to consider forthcoming climate-related legislation. As part of our CTAP, we are committed to reducing the GHG impact of our products and as part of this, we are reviewing our intensive GHG components and ingredients and looking for substitutions or how changes in their production processes can reduce their GHG emissions. We have a diverse portfolio of products and offer a range of formats to meet consumer's needs and this helps mitigate the potential impact of restrictions or bans on specific GHG-intensive materials. Specifically on HFC propellants, we are working with regulators to change the regulations to allow the use of alternative propellant systems. Key targets: ■ Replace fossil-fuel-derived carbon with renewable or recycled carbon in all our cleaning and laundry product formulations by 2030 Regulatory risks continued Risk Management of risk Planet & Society: Task Force on Climate-related Financial Disclosures statement Unilever Annual Report on Form 20-F 2022 | Strategic Report – Review of the Year 45
Sourcing transparency and product labelling regulations These could increase significantly through pressure from regulators, consumers, and investors. This could lead to disclosure compliance risks and rising commodity costs linked to radical transition to transparent supply chains, as well as a potential loss of market share to more transparent competitors. Impact on Business Groups All Business Groups could be impacted by sourcing transparency and product labelling regulations and, given the nature of all the raw materials used, the risk to each Business Group is equal. Timeframe: Medium term to long term Actions: We monitor regulatory developments to ensure that our product labelling is compliant and that future innovations/ products are designed to consider forthcoming climate- related legislation. As part of our CTAP we are committed to improving sourcing transparency, through collaboration with our suppliers, and transparency with consumers through communicating the carbon footprint of our products. We have a diverse portfolio of products and offer a range of formats to meet consumer's needs and this helps mitigate the potential impact of product labelling regulations. Key targets: ■ 100% sustainable sourcing for key agricultural crops ■ Communicate a carbon footprint for every product we sell Extended producer responsibility (EPR) This means that producers are held accountable for their environmental and social impacts across the product value chain. This could lead to improvements of lifecycle traceability from sourcing to managing end-of-life treatment of products and packaging. Circular product design and manufacturing practices could become a requirement in many regions to incentivise efficient and responsible resource extraction, and pass waste management costs through higher disposal and recycling fees to producers. Impact on Business Groups All Business Groups could be impacted by the extended producer responsibility risk. Given the nature of our products and their packaging, the risk to each Business Group is equal, apart from Home Care and Personal Care businesses which use sachets to serve the needs of low-income consumers. These sachets are difficult to collect and recycle. Timeframe: Short term to long term Actions: We support EPR policies and schemes and we’re investing directly in waste collection, processing and capacity-building projects to recycle more plastic. Innovation is also critical to help develop: ■ Suitable packaging that is fully recyclable and more widely recyclable. ■ Product formats suitable for refill and reusable packaging solutions. ■ Higher levels of recycled material into our packaging and components. Key targets: ■ 50% virgin plastic reduction by 2025 ■ 100% reusable, recyclable or compostable plastic packaging by 2025 ■ 25% recycled plastic by 2025 ■ Collect and process more plastic than we sell by 2025 Regulatory risks continued Risk Management of risk Planet & Society: Task Force on Climate-related Financial Disclosures statement 46 Unilever Annual Report on Form 20-F 2022 | Strategic Report – Review of the Year
Market risks Risk Management of risk Energy transition and rising energy prices This could be driven by increased electrification, the deployment of renewable energy solutions, associated transmission, distribution and storage infrastructure, as well as the adoption of emerging low-carbon technologies such as biogas, green hydrogen and ammonia. This could increase our operations, suppliers, and end-consumers’ utility costs. Impact on Business Groups All Business Groups could be impacted by energy transition and rising energy prices and the likely impact would be equal across all the Business Groups. Timeframe: Short term to long term Actions: We mitigate our market risks by decarbonising our operations through eco-efficiency measures in our factories, powering our operations with renewables and transitioning heating and cooling for our factories to lower emission and renewable sources (see page 36). Key targets: ■ 100% renewable electricity by 2030 ■ Transition to 100% renewable heat by 2030 Energy and commodity market volatility This could potentially lead to increased uncertainty in financial planning and forecasting for key commodities, as well as a higher cost associated with risk management. Other considerations include potential manufacturing or supply disruptions linked to availability or higher cost of energy and sourced commodities. Impact on Business Groups All Business Groups could be impacted by energy and commodity market volatility and the likely impact would be equal across all the Business Groups. Timeframe: Short term to long term Actions: We manage commodity price risks through forward-buying of traded commodities and other hedging mechanisms. Key targets: ■ 100% sustainable sourcing for key agricultural crops ■ Empower farmers and smallholders to protect and regenerate farm environments Planet & Society: Task Force on Climate-related Financial Disclosures statement Unilever Annual Report on Form 20-F 2022 | Strategic Report – Review of the Year 47
Physical environment risks Risk Management of risk Water scarcity This could lead to increased droughts while limited resources to irrigate soils could reduce crop outputs. Water shortages could also impact our manufacturing sites and our ability to supply water-based products. Our consumers could also face water shortages in their everyday activities in certain regions, creating a need for water-smart or waterless products or services. Impact on Business Groups All Business Groups could be impacted by water scarcity. Given the nature of our products, the impact of drought on crop production would be equal across all Business Groups. However, the impact of water shortages on consumers would likely impact their washing behaviours and hence impact the Personal Care and Home Care businesses to a greater extent. Timeframe: Medium term to long term Actions: We mitigate physical environment risks by investing in new products and formulations that work with less water, poor quality water or no water. Many of our hair care products now have fast-rinse technology as standard, using less water. We are working with local communities to develop water stewardship programmes. We monitor changing weather patterns on a short-term basis and integrate weather system modelling into our forecasting process. Key targets: ■ Implement water stewardship programmes in 100 locations in water-stressed areas by 2030 Extreme weather events This could significantly disrupt our entire value chain. Sustained high temperatures could lead to reduced crop outputs due to reduction in soil productivity which could translate into higher raw material prices. Weather events such as hurricanes or floods, which would become increasingly common and intense, could cause plant outages or disrupt our distribution infrastructure. Additionally, macroeconomic negative shocks, caused by extreme weather events, could reduce or destroy consumer demand and purchasing power among affected communities. Impact on Business Groups All Business Groups could be impacted by extreme weather, the most likely significant impact being the reduction of crop outputs which, given the nature of our products, would impact the Business Groups equally. Timeframe: Medium term to long term Actions: We have extreme weather contingency plans which we implement as necessary to secure alternative key material supplies at short notice or transfer or share production between manufacturing sites. We manage commodity price risks through forward-buying of traded commodities and other hedging mechanisms. Our Regenerative Agriculture Principles and Sustainable Agriculture Code encourage our agricultural raw material suppliers to adopt practices which increase their productivity and resilience to extreme weather and we aim to increase the hectares of protected and regenerated land. Key targets: ■ Empower farmers and smallholders to protect and regenerate farm environments ■ Help protect and regenerate 1.5 million hectares of land Planet & Society: Task Force on Climate-related Financial Disclosures statement 48 Unilever Annual Report on Form 20-F 2022 | Strategic Report – Review of the Year
Innovative products and services opportunities Opportunity Capitalisation of opportunity Growth in plant-based or lab-grown foods This could increase rapidly in the coming years. As people become more environmentally conscious and there is regulation on land use, we could see a rise in plant-based diets away from animal-based protein. Timeframe: Short term to long term Actions: We're capitalising on innovative product and service opportunities by offering a range of vegan and vegetarian products. Key targets: ■ €1.5 billion of sales per annum from plant-based products in categories whose products are traditionally using animal-derived ingredients by 2025 Resource efficiency, resilience, and market opportunities Opportunity Capitalisation of opportunity Investment in energy transition technologies This represents a shift to efficient and less centralised energy supply and consumption (e.g. through on-site renewable energy generation and storage), zero-emission logistics and designing products for resource-efficient consumption. This could drive decarbonisation across the value chain, while opening up the opportunity to access the utility market as an off-grid generator and create new revenue streams from grid balancing or demand side response services or providing excess renewable power of oversized capacity to supply chain partners. Timeframe: Short term to long term Actions: We capitalise on resource efficiency opportunities by generating renewable electricity at our factory sites where feasible (see page 36), targeting emissions reduction from our logistics suppliers and own vehicle fleet (see page 38) and through product reformulations which make our products more resource efficient in use – for example, many of our laundry products are now low-temperature washing as standard (see page 19). Key targets: ■ Zero GHG emissions in our operations by 2030 Planet & Society: Task Force on Climate-related Financial Disclosures statement Unilever Annual Report on Form 20-F 2022 | Strategic Report – Review of the Year 49
Summary of high-level quantitative assessment We have undertaken high-level quantitative assessments for six risks and opportunities. The results are shown in the tables below. These assessments show the gross impact before any action which Unilever might take to respond. The ranges reflect the different results from the reactive (ɾ) and proactive (ρ) pathways assessed. We first undertook scenario analysis in 2017 on 2°C and 4°C scenarios. In 2021, we completed a 1.5°C scenario analysis. The results of this work on the way to 1.5°C is consistent with this previous work. The key differences are due to: the more extreme measures that would need to be taken to achieve a 1.5°C outcome; the evolution of the scientific assumptions contained within the IPCC's AR6 report; and a more detailed approach to the scenario analysis. The financial impact in 2030 is more significant in the 1.5°C scenario. However, the scenario avoids the greater negative impacts from the physical risks associated with higher temperature rise scenarios in 2050 and beyond. Regulatory and Market Risks Key assumptions Sensitivity 2030 2039 2050 1. Carbon tax and voluntary carbon removal costs We quantified how high prices from carbon regulations and voluntary offset markets for our upstream Scope 3 emissions might impact our raw and packaging materials costs, our distribution costs and the neutralisation of our residual emissions post-2039. ■ Absolute zero Scope 1 and 2 emissions by 2030 ■ Scope 3 emissions exclude consumer use emissions ■ Carbon price would reach 245 USD/ tonne by 2050, rising more aggressively in early years in a proactive scenario ■ The price of carbon offsetting would reach 65 USD/ tonne by 2050 ■ Offsetting 100% of emissions on and after 2039 ρ -3.2 -5.2 -6.1 ɾ -2.4 -4.8 -6.1 2. Land use regulation impact on food crop outputs We quantified how changing land use regulation to promote the conversion of current and future food crops to forests could drive reduced crop output and lead to increased raw material prices, impacting sourcing costs. ■ By 2050, in a proactive scenario, land use regulation would increase prices by: ■ Palm: ~28% ■ Commodities and food ingredients: ~33% ■ By 2050, in a reactive scenario, land use regulation would increase prices by: ■ Palm: ~10%; ■ Commodities and food ingredients: ~11% ρ -0.8 -2.1 -5.1 ɾ -0.3 -0.7 -1.7 3. Impact of rising energy prices for suppliers and in manufacturing We quantified how electricity and gas price increases could impact both total energy annual spend as well as indirect cost increases passed through from raw material suppliers. ■ High uncertainty surrounds possible shifts to energy prices during a transition to 1.5°C world ■ Analysis assumes that by 2050 average electricity prices would: ■ Rise ~16% in The Americas ■ Rise ~18% in Europe ■ Decline ~1% in ASIA/AMET/RUB(b) ■ By 2050 average global gas prices would rise by ~141% ρ -0.6 -1.5 -3.4 ɾ -0.6 -1.5 -3.4 Physical Environmental Risks Key assumptions Sensitivity 2030 2039 2050 4. Water scarcity impact on crop yields We quantified how increased water- stressed areas and prolonged droughts would reduce crop outputs due to water scarcity in agricultural regions, decreasing crop viability, and impacting raw material prices. ■ By 2050, in a proactive scenario, water scarcity would increase prices by: ■ Palm: ~10%; Commodities and food ingredients: ~11% ■ By 2050, in a reactive scenario, water scarcity would increase prices by: ■ Palm: ~14%; Commodities and food ingredients: ~16% ρ -0.2 -0.5 -1.2 ɾ -0.3 -0.7 -1.7 Financial quantification of assessed risks and opportunities Potential financial impact on profit in the year (€bn)(a) Planet & Society: Task Force on Climate-related Financial Disclosures statement 50 Unilever Annual Report on Form 20-F 2022 | Strategic Report – Review of the Year
Physical Environmental Risks Key assumptions Sensitivity 2030 2039 2050 5. Extreme weather (temperature) impact on crop yields We quantified how extreme weather events such as sustained high temperatures could impact crop output and therefore sourcing costs across key commodities. ■ By 2050, in a proactive scenario, extreme weather would increase prices by: ■ Palm: ~12%; Commodities and food ingredients: ~14% ■ By 2050, in a reactive scenario, extreme weather would increase prices by: ■ Palm: ~18%; Commodities and food ingredients: ~21% ρ -0.3 -0.8 -1.9 ɾ -0.4 -1.1 -2.8 Opportunities Key assumptions Sensitivity 2030 2039 2050 6. Growth in plant-based foods category We quantified the potential revenue opportunity from anticipated growth in the global plant-based foods market and possible market share in 2025. ■ By 2050, the total global market for plant-based products would rise to ~USD 1.6 trillion ■ Maintain a constant market share ■ Product mix and product margins would remain constant ρ 0.5 1.7 6.4 ɾ 0.5 1.7 6.4 Financial quantification of assessed risks and opportunities Potential financial impact on profit in the year (€bn)(a) (a) These potential financial impacts are based on high-level quantitative assessments of certain risk and opportunity areas which could impact us in 2030, 2039 and 2050 and assume no actions to mitigate risk are taken and if no actions to capitalise on opportunities are taken. (b) Refers to Asia, Africa, Middle East, Turkey, Russia, Ukraine and Belarus. Next steps The analysis suggests that policy interventions and changing socio-economic trends, such as regulations related to carbon pricing, land use, product composition, sourcing transparency and product labelling, and EPR would have the most significant impact on our value chain along the journey to a 1.5°C world. The next level of impact would be as a result of the transition of the energy system with rising energy prices and market volatility. We would also experience the impact of physical environment risks associated with a warmer climate, even in a 1.5°C world. While the potential risks and financial impact of limiting global warming to 1.5°C are significant if no mitigating actions are taken, the impact of the potential risks that would exist if we were not to reduce warming to 1.5°C are potentially even more significant. The outcomes from our analysis provide us with initial high- level insights into these potential business and financial impacts. These form an important input to our strategic planning process. In summary, the radical and disruptive system-wide transformation we could face in the journey to limit warming to 1.5°C by 2100, would present a significant range of material risks, where regulatory and economic risks would be the most disruptive. However, many opportunities would also emerge, which we would be well placed to seize given our ambitious commitments are aligned with a proactive route towards net zero by 2039. There is still much to do to advance our understanding of the risk and opportunities facing our business and our industry, and our strategic responses to such a radically different future. This analysis represents an important step to continue to engage and challenge our business and our stakeholders to define how we can make sustainable living commonplace. Metrics and targets Our CTAP includes key metrics and targets to assess and manage climate risks and opportunities across our value chain. Two of the targets have been recognised as science- based targets by the Science Based Targets initiative – see page 38 for more details. A summary of the climate metrics and targets we are currently able to measure can be found on pages 38 to 41, and form part of these TCFD disclosures. Planet & Society: Task Force on Climate-related Financial Disclosures statement Unilever Annual Report on Form 20-F 2022 | Strategic Report – Review of the Year 51
Unilever Group performance Unilever 2022 2021 2020 Turnover growth 14.5 % 3.4 % (2.4) % Underlying sales growth* 9.0 % 4.5 % 1.9 % Underlying volume growth* (2.1) % 1.6 % 1.6 % Operating margin 17.9 % 16.6 % 16.4 % Underlying operating margin* 16.1 % 18.4 % 18.5 % Free cash flow* €5.2bn €6.4bn €7.7bn Cash flow from operating activities €10.1bn €10.3bn €10.9bn Net cash flow (used in)/from investing activities €2.5bn €(3.2)bn €(1.5)bn Net cash flow (used in)/from financing activities €(8.9)bn €(7.1)bn €(5.8)bn Business Group performance Beauty & Wellbeing 2022 2021 2020 Turnover €12.3bn €10.1bn €9.1bn Turnover growth 20.8 % 11.6 % (7.2) % Underlying sales growth 7.8 % 8.5 % (3.9) % Operating margin 17.6 % 21.1 % 19.2 % Underlying operating margin* 18.7 % 22.1 % 20.4 % Personal Care 2022 2021 2020 Turnover €13.6bn €11.7bn €12.0bn Turnover growth 15.9 % (2.3) % (0.3) % Underlying sales growth 7.9 % 0.3 % 5.3 % Operating margin 16.6 % 19.9 % 21.3 % Underlying operating margin* 19.6 % 21.3 % 22.7 % Financial performance 52 Unilever Annual Report on Form 20-F 2022 | Strategic Report – Our Performance
Business Group performance continued Home Care 2022 2021 2020 Turnover €12.4bn €10.6bn €10.5bn Turnover growth 17.3 % 1.1 % (3.4) % Underlying sales growth 11.8 % 3.9 % 4.5 % Operating margin 8.6 % 12.2 % 11.9 % Underlying operating margin* 10.8 % 13.4 % 14.5 % Nutrition 2022 2021 2020 Turnover €13.9bn €13.1bn €12.5bn Turnover growth 6.1 % 4.9 % 0.7 % Underlying sales growth 8.6 % 5.5 % 1.8 % Operating margin 32.4 % 16.1 % 16.3 % Underlying operating margin* 17.6 % 19.3 % 18.9 % Ice Cream 2022 2021 2020 Turnover €7.9bn €6.9bn €6.6bn Turnover growth 14.8 % 3.2 % (3.4) % Underlying sales growth 9.0 % 5.7 % 0.2 % Operating margin 9.8 % 12.1 % 10.8 % Underlying operating margin* 11.7 % 13.9 % 13.4 % ∗ Key Financial Indicators. 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 pages 55 to 59. Financial performance Unilever Annual Report on Form 20-F 2022 | Strategic Report – Our Performance 53
Additional financial disclosures Cash flow Cash flow from operating activities decreased by €(0.2) billion primarily as a result of a €0.4 billion unfavourable working capital movement. Inventories saw an increase of €1 billion from Prestige Beauty and resilience building amidst supply constraints in Ice Cream. This was partly offset by €0.6 billion movement in payables net of receivables. € million 2022 2021 Operating profit 10,755 8,702 Depreciation, amortisation and impairment 1,946 1,763 Changes in working capital (422) (47) Pensions and similar obligations less payments (119) (183) Provisions less payments 203 (61) Elimination of (profits)/losses on disposals (2,335) 23 Non-cash charge for share-based compensation 177 161 Other adjustments (116) (53) Cash flow from operating activities 10,089 10,305 Income tax paid (2,807) (2,333) Net capital expenditure (1,627) (1,239) Net interest and preference dividends paid (457) (340) Free cash flow* 5,198 6,393 Net cash flow (used in)/from investing activities 2,453 (3,246) Net cash flow (used in)/from financing activities (8,890) (7,099) Income tax paid increased by €0.5 billion compared to the prior year due to €0.3 billion tax on separation of ekaterra, country tax rate mix effect, reduced benefits in tax settlements and other one-off items. Net cash flow from investing activities was €2.5 billion compared to €(3.2) billion in the prior year primarily driven by proceeds from sale of the Tea business of €4.6 billion partly offset by net consideration of €0.8 billion paid for Nutrafol acquisition. Capital expenditure further increased in 2022 by €0.4 billion. Net cash flow used in financing activities was €(8.9) billion compared to €(7.1) billion in the prior year primarily due to higher net repayment of borrowings by €3.1 billion. This was partially offset by reduction in share buybacks of €1.5 billion compared to the prior year. Balance sheet € million 2022 2021 Goodwill and intangible assets 40,489 38,591 Other non-current assets 18,175 19,103 Current assets 19,157 17,401 Total assets 77,821 75,095 Current liabilities 25,427 24,778 Non-current liabilities 30,693 30,571 Total liabilities 56,120 55,349 Shareholders’ equity 19,021 17,107 Non-controlling interest 2,680 2,639 Total equity 21,701 19,746 Total liabilities and equity 77,821 75,095 Goodwill and intangible assets were €40.5 billion. This was an increase of €1.9 billion compared to the prior year. The increase was driven by Nutrafol acquisition which contributed €1.2 billion and a positive impact from currency of €0.8 billion offset by €0.2 billion decrease due to Dollar Shave Club impairment. See note 21 on pages 198 to 201 and note 9 on pages 172 to 198 for more. Other non-current assets decreased by €(0.9) billion primarily as a result of fall in values of pension assets as a result of higher interest rates. Current assets increased by €1.8 billion led by inventories, trade and other current receivables and cash and cash equivalents, partly offset by reduction in assets held for sale following the Tea business disposal. Inventories increased by €1.2 billion driven by cost inflation and increased holdings for supply resilience. Trade and other current receivables increased by €1.6 billion driven by transitional service agreement relating to sale of the Tea business and turnover growth. Cash and cash equivalents increased by €0.9 billion driven by cash inflows from operating and investing activities partly offset by financing activities. Non-controlling interest was flat versus the prior year as increase in profits was offset by dividends. Net debt* Closing net debt was €23.7 billion compared to €25.5 billion as at 31 December 2021 driven by free cash flow and proceeds from disposals net of acquisitions, partly offset by dividends, share buybacks and currency impact. Movement in net pension liability/asset The table below shows the movement in net pension liability/ asset during the year. Pension assets net of liabilities were in surplus of €2.6 billion at the end of 2022 compared with a surplus of €3.0 billion at the end of 2021. Values of assets and liabilities reduced by €7.2 billion and €7.6 billion respectively, primarily driven by higher interest rates. € million 2022 1 January 2,993 Gross service cost (186) Employee contributions 12 Actual return on plan assets (excluding interest) (6,483) Net interest income/(cost) 44 Actuarial gain/(loss) 6,130 Employer contributions 303 Currency retranslation (63) Other movements(a) (181) 31 December 2,569 (a) Other movements relate to special termination benefits, changes in asset ceiling, past service costs including losses/(gains) on curtailment, settlements and other immaterial movements. For more details see note 4B on pages 162 to 167. * 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 55 to 59. Financial performance: Additional financial disclosures 54 Unilever Annual Report on Form 20-F 2022 | Strategic Report – Our Performance
Finance and liquidity Approximately €1.1 billion (or 26%) of the Group’s cash and cash equivalents are held in the parent and central finance companies, for maximum flexibility. These companies provide loans to our subsidiaries that are also funded through retained earnings and third-party borrowings. We maintain access to global debt markets through an infrastructure of short and long-term debt programmes. We make use of plain vanilla derivatives, such as interest rate swaps and foreign exchange contracts, to address these risks. More detail is provided in notes 16, 16A, 16B and 16C on pages 186 to 191. The remaining €3.2 billion (or 74%) of the Group’s cash and cash equivalents are held in foreign subsidiaries which repatriate distributable reserves on a regular basis. For most countries, this is done through dividends which are in some cases subject to withholding or distribution tax. This balance includes €449 million (2021: €83 million, 2020: €98 million) of cash that is held in a few countries where we face cross-border foreign exchange controls and/or other legal restrictions that inhibit our ability to make these balances available in any means for general use by the wider business. The cash will generally be invested or held in the relevant country and, given the other capital resources available to the Group, does not significantly affect the ability of the Group to meet its cash obligations. We closely monitor all our exposures and counter-party limits. Unilever has committed credit facilities in place for general corporate purposes. The undrawn bilateral committed credit facilities in place on 31 December 2022 were $5,200 million and €2,550 million. The additional undrawn revolving 364-day bilateral credit facilities of €1,500 million as on 31 December 2021 were cancelled in 2022. Further information on liquidity management is set out in note 16A to the consolidated financial statements. Material cash commitments from contractual and other obligations The following table shows the amount of our contractual and other obligations as at 31 December 2022. The material cash commitments from contractual and other obligations arise from our borrowings which include bonds, commercial paper, bank and other loans, interest on these borrowings and trade payables and accruals. € million 2022 Due within 1 year Due in 1-3 years Due in 3-5 years Due in over 5 years Bonds 25,094 2,585 5,757 4,242 12,510 Commercial paper, bank and other loans 2,657 2,646 5 — 6 Interest on financial liabilities 3,692 518 839 668 1,667 Trade payables and accruals 17,334 17,166 102 28 38 Lease liabilities 1,649 397 565 340 347 Other lease commitments 319 64 52 39 164 Purchase obligations(a) & other long-term commitments 4,057 1,806 1,332 688 231 Others (b) 610 183 427 — — Total 55,412 25,365 9,079 6,005 14,963 (a) For raw and packaging materials and finished goods. (b) Includes other financial liabilities and deferred consideration for acquisitions. Further details are set out in the following notes to the consolidated financial statements: note 10 on pages 175 to 177, note 15C on pages 183 to 185, and note 20 on pages 197 and 198. We are satisfied that our financing arrangements are adequate to meet our short term and long term cash requirements. In relation to the facilities available to the Group, borrowing requirements do not fluctuate materially during the year and are not seasonal. Guaranteed US debt securities At 31 December 2022 the Group had in issue US$10.8 billion (2021: US$12.1 billion; 2020: US$11.5 billion) bonds in connection with a US shelf registration. See page 235 for more information on these bonds and related commentary on guarantor information. Non-GAAP measures Certain discussions and analyses set out in this Annual Report and Accounts (and the Additional Information for US Listing Purposes) include measures which are not defined by generally accepted accounting principles (GAAP) such as IFRS. We believe this information, along with comparable GAAP measurements, is useful to investors because it provides a basis for measuring our operating performance, and our ability to retire debt and invest in new business opportunities. Our management uses these financial measures, along with the most directly comparable GAAP financial measures, in evaluating our operating performance and value creation. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP. Wherever appropriate and practical, we provide reconciliation to relevant GAAP measures. Explanation and reconciliation of non-GAAP measures Unilever uses ‘constant rate’ and ‘underlying’ measures primarily for internal performance analysis and targeting purposes. We present certain items, percentages and movements, using constant exchange rates, which exclude the impact of fluctuations in foreign currency exchange rates. We calculate constant currency values by translating both the current and the prior period local currency amounts using the prior year average exchange rates into euro, except for the local currency of entities that operate in hyperinflationary economies. These currencies are translated into euros using the prior year closing exchange rate before the application of IAS 29. The table below shows exchange rate movements in our key markets. Annual average rate in 2022 Annual average rate in 2021 Brazilian real (€1 = BRL) 5.414 6.366 Chinese yuan (€1 = CNY) 7.047 7.663 Indian rupee (€1 = INR) 82.303 87.599 Indonesia rupiah (€1 = IDR) 15,535 16,983 Philippine peso (€1 = PHP) 57.194 58.401 UK pound sterling (€1 = GBP) 0.851 0.861 US dollar (€1 = US$) 1.050 1.187 In the following sections, we set out our definitions of the following non-GAAP measures and provide reconciliation to relevant GAAP measures: ■ underlying sales growth; ■ underlying volume growth; ■ underlying price growth; ■ non-underlying items; ■ underlying earnings per share; Financial performance: Additional financial disclosures Unilever Annual Report on Form 20-F 2022 | Strategic Report – Our Performance 55
■ underlying operating profit and underlying operating margin; ■ underlying effective tax rate; ■ constant underlying earnings per share; ■ free cash flow; ■ underlying return on assets; ■ net debt; and ■ underlying return on invested capital. Underlying sales growth Underlying sales growth (USG) refers to the increase in turnover for the period, excluding any change in turnover resulting from acquisitions, disposals, changes in currency and price growth in excess of 26% in hyperinflationary economies. Inflation of 26% per year compounded over three years is one of the key indicators within IAS 29 to assess whether an economy is deemed to be hyperinflationary. We believe this measure provides valuable additional information on the underlying sales performance of the business and is a key measure used internally. The impact of acquisitions and disposals is excluded from USG for a period of 12 calendar months from the applicable closing date. Turnover from acquired brands that are launched in countries where they were not previously sold is included in USG as such turnover is more attributable to our existing sales and distribution network than the acquisition itself. The reconciliation of changes in the GAAP measure of turnover to USG is as follows: 2022 vs 2021 (%) Beauty & Wellbeing Personal Care Home Care Nutrition Ice Cream Group Turnover growth(a) 20.8 15.9 17.3 6.1 14.8 14.5 Effect of acquisitions 3.8 — — 0.3 — 0.8 Effect of disposals (0.1) — — (7.1) — (1.8) Effect of currency-related items, 8.1 7.4 4.9 4.9 5.4 6.2 of which: Exchange rate changes 6.9 6.2 2.6 3.6 3.9 4.7 Extreme price growth in hyperinflationary markets(b) 1.0 1.1 2.2 1.2 1.5 1.4 Underlying sales growth(b) 7.8 7.9 11.8 8.6 9.0 9.0 2021 vs 2020 (%) Turnover growth(a) 11.6 (2.3) 1.1 4.9 3.2 3.4 Effect of acquisitions 6.0 — — 1.3 — 1.4 Effect of disposals — — (0.1) (0.3) (0.1) (0.1) Effect of currency-related items, (3.0) (2.6) (2.6) (1.5) (2.3) (2.4) of which: Exchange rate changes (3.1) (2.9) (2.9) (1.8) (2.6) (2.6) Extreme price growth in hyperinflationary markets(b) 0.2 0.3 0.3 0.3 0.4 0.3 Underlying sales growth(b) 8.5 0.3 3.9 5.5 5.7 4.5 2020 vs 2019 (%) Turnover growth(a) (7.2) (0.3) (3.4) 0.7 (3.4) (2.4) Effect of acquisitions 1.9 0.2 0.2 4.1 — 1.4 Effect of disposals — — (0.2) (0.5) (0.1) (0.2) Effect of currency-related items, (5.2) (5.5) (7.5) (4.6) (3.5) (5.4) of which: Exchange rate changes (5.4) (5.7) (7.8) (4.8) (4.3) (5.7) Extreme price growth in hyperinflationary markets(b) 0.2 0.2 0.3 0.3 0.8 0.3 Underlying sales growth(b) (3.9) 5.3 4.5 1.8 0.2 1.9 (a) Turnover growth is made up of distinct individual growth components, namely underlying sales, currency impact, acquisitions and disposals. Turnover growth is arrived at by multiplying these individual components on a compounded basis as there is a currency impact on each of the other components. Accordingly, turnover growth is more than just the sum of the individual components. (b) Underlying price growth in excess of 26% per year in hyperinflationary economies has been excluded when calculating the underlying sales growth in the tables above, and an equal and opposite amount is shown as extreme price growth in hyperinflationary markets. Underlying price growth Underlying price growth (UPG) is part of USG and means, for the applicable period, the increase in turnover attributable to changes in prices during the period. UPG therefore excludes the impact to USG due to (i) the volume of products sold; and (ii) the composition of products sold during the period. In determining changes in price we exclude the impact of price growth in excess of 26% per year in hyperinflationary economies as explained in USG above. Underlying volume growth Underlying volume growth (UVG) is part of USG and means, for the applicable period, the increase in turnover in such period calculated as the sum of (i) the increase in turnover attributable to the volume of products sold; and (ii) the increase in turnover attributable to the composition of products sold during such period. UVG therefore excludes any impact on USG due to changes in prices. Financial performance: Additional financial disclosures 56 Unilever Annual Report on Form 20-F 2022 | Strategic Report – Our Performance
The relationship between USG, UVG and UPG is set out below: 2022 vs 2021 2021 vs 2020 2020 vs 2019 Underlying volume growth (%) (2.1) 1.6 1.6 Underlying price growth (%) 11.3 2.9 0.3 Underlying sales growth (%) 9.0 4.5 1.9 Refer to page 52 for the relationship between USG, UVG and UPG for each of the Business groups. Non-underlying items Several non-GAAP measures are adjusted to exclude items defined as non-underlying due to their nature and/or frequency of occurrence. ■ Non-underlying items within operating profit are: gains or losses on business disposals, acquisition and disposal related costs, restructuring costs, impairments and other items within operating profit classified here due to their nature and frequency. ■ Non-underlying items not in operating profit but within net profit are: net monetary gain/(loss) arising from hyperinflationary economies and significant and unusual items in net finance cost, share of profit/(loss) of joint ventures and associates and taxation. ■ Non-underlying items are both non-underlying items within operating profit and those non-underlying items not in operating profit but within net profit. Refer to note 3 for details of non-underlying items. Underlying operating profit and underlying operating margin Underlying operating profit and underlying operating margin mean operating profit and operating margin before the impact of non-underlying items within operating profit. Underlying operating profit represents our measure of segment profit or loss as it is the primary measure used for making decisions about allocating resources and assessing performance of the segments. The Group reconciliation of operating profit to underlying operating profit is as follows: € million 2022 2021 2020 Operating profit 10,755 8,702 8,303 Non-underlying items within operating profit (see note 3) (1,072) 934 1,064 Underlying operating profit 9,683 9,636 9,367 Turnover 60,073 52,444 50,724 Operating margin 17.9% 16.6% 16.4% Underlying operating margin 16.1% 18.4% 18.5% Further details of non-underlying items can be found in note 3 on page 159 of the consolidated financial statements. Refer to note 2 on page 155 for the reconciliation of operating profit to underlying operating profit by division. For each division, operating margin is computed as operating profit divided by turnover and underlying operating margin is computed as underlying operating profit divided by turnover. Underlying earnings per share Underlying earnings per share (underlying EPS) is calculated as underlying profit attributable to shareholders’ equity divided by the diluted average number of ordinary shares. In calculating underlying profit attributable to shareholders’ equity, net profit attributable to shareholders’ equity is adjusted to eliminate the post-tax impact of non-underlying items. This measure reflects the underlying earnings for each share unit of the Group. Refer to note 7 for reconciliation of net profit attributable to shareholders’ equity to underlying profit attributable to shareholders' equity. Underlying effective tax rate The underlying effective tax rate is calculated by dividing taxation excluding the tax impact of non-underlying items by profit before tax excluding the impact of non-underlying items and share of net profit/(loss) of joint ventures and associates. This measure reflects the underlying tax rate in relation to profit before tax excluding non-underlying items before tax and share of net (profit)/loss of joint ventures and associates. Tax impact on non-underlying items within operating profit is the sum of the tax on each non-underlying item, based on the applicable country tax rates and tax treatment. This is shown in the table: € million 2022 2021 Taxation 2,068 1,935 Tax impact of: Non-underlying items within operating profit(a) 273 219 Non-underlying items not in operating profit but within net profit(a) (121) (41) Taxation before tax impact of non-underlying 2,220 2,113 Profit before taxation 10,337 8,556 Share of net (profit)/loss of joint ventures and associates (208) (191) Profit before tax excluding share of net profit/ (loss) of joint ventures and associates 10,129 8,365 Non-underlying items within operating profit before tax(a) (1,072) 934 Non-underlying items not in operating profit but within net profit before tax 164 64 Profit before tax excluding non-underlying items before tax and share of net profit/(loss) of joint ventures and associates 9,221 9,363 Effective tax rate 20.4 23.1 Underlying effective tax rate 24.1 22.6 (a) Refer to note 3 for further details on these items. Constant underlying earnings per share Constant underlying earnings per share (constant underlying EPS) is calculated as underlying profit attributable to shareholders’ equity at constant exchange rates and excluding the impact of both translational hedges and price growth in excess of 26% per year in hyperinflationary economies divided by the diluted average number of ordinary share units. This measure reflects the underlying earnings for each ordinary share unit of the Group in constant exchange rates. The reconciliation of underlying profit attributable to shareholders’ equity to constant underlying earnings attributable to shareholders’ equity and the calculation of constant underlying EPS is as follows: Financial performance: Additional financial disclosures Unilever Annual Report on Form 20-F 2022 | Strategic Report – Our Performance 57
€ million 2022 2021 Underlying profit attributable to shareholders’ equity(a) 6,568 6,839 Impact of translation from current to constant exchange rates and translational hedges (307) (106) Impact of price growth in excess of 26% per year in hyperinflationary economies(b) (200) — Constant underlying earnings attributable to shareholders’ equity 6,061 6,733 Diluted average number of share units (millions of units) 2,559.8 2,609.6 Constant underlying EPS (€) 2.37 2.58 (a) See note 7. (b) See pages 55 and 56 for further details. Free cash flow Free cash flow (FCF) is defined as cash flow from operating activities, less income taxes paid, net capital expenditure and net interest payments. It does not represent residual cash flows entirely available for discretionary purposes; for example, the repayment of principal amounts borrowed is not deducted from FCF. FCF reflects an additional way of viewing our liquidity that we believe is useful to investors because it represents cash flows that could be used for distribution of dividends, repayment of debt or to fund our strategic initiatives, including acquisitions, if any. The reconciliation of cash flow from operating activities to FCF is as follows: € million 2022 2021 2020 Cash flow from operating activities 10,089 10,305 10,933 Income tax paid (2,807) (2,333) (1,875) Net capital expenditure (1,627) (1,239) (932) Net interest payments (457) (340) (455) Free cash flow 5,198 6,393 7,671 Net cash flow (used in)/from investing activities 2,453 (3,246) (1,481) Net cash flow (used in)/from financing activities (8,890) (7,099) (5,804) Net debt Net debt is a measure that provides valuable additional information on the summary presentation of the Group’s net financial liabilities and is a measure in common use elsewhere. Net debt is defined as the excess of total financial liabilities, excluding trade payables and other current liabilities, over cash, cash equivalents and other current financial assets, excluding trade and other current receivables, and non- current financial asset derivatives that relate to financial liabilities. € million 2022 2021 Total financial liabilities (29,488) (30,133) Current financial liabilities (5,775) (7,252) Non-current financial liabilities (23,713) (22,881) Cash and cash equivalents as per balance sheet 4,326 3,415 Cash and cash equivalents as per cash flow statement 4,225 3,387 Add: bank overdrafts deducted therein 101 106 Less: cash and cash equivalents held for sale — (78) Other current financial assets 1,435 1,156 Non-current financial assets derivatives that relate to financial liabilities 51 52 Net debt (23,676) (25,510) Underlying return on invested capital Underlying return on invested capital (ROIC) is a measure of the return generated on capital invested by the Group. The measure provides a guide rail for long-term value creation and encourages compounding reinvestment within the business and discipline around acquisitions with low returns and long payback. Underlying ROIC is calculated as underlying operating profit after tax divided by the annual average of: goodwill, intangible assets, property, plant and equipment, net assets held for sale, inventories, trade and other current receivables, and trade payables and other current liabilities. € million 2022 2021 Operating profit 10,755 8,702 Non-underlying items within operating profit (see note 3) (1,072) 934 Underlying operating profit before tax 9,683 9,636 Tax on underlying operating profit(a) (2,331) (2,175) Underlying operating profit after tax 7,352 7,461 Goodwill 21,609 20,330 Intangible assets 18,880 18,261 Property, plant and equipment 10,770 10,347 Net assets held for sale 24 1,581 Inventories 5,931 4,683 Trade and other current receivables 7,056 5,422 Trade payables and other current liabilities (18,023) (14,861) Period-end invested capital 46,247 45,763 Average invested capital for the period 46,005 43,279 Underlying return on invested capital (%) 16.0 17.2 (a) Tax on underlying operating profit is calculated as underlying operating profit before tax multiplied by underlying effective tax rate of 24.1% (2021: 22.6%) which is shown on page 57. Financial performance: Additional financial disclosures 58 Unilever Annual Report on Form 20-F 2022 | Strategic Report – Our Performance
Underlying return on assets Underlying return on assets is a measure of the return generated on assets for each Business Group. This measure provides additional insight on the performance of the Business Groups and assists in formulating long-term strategies with respect to allocation of capital across Business Groups. Business Group underlying return on assets is calculated as underlying operating profit after tax for the Business Group 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 Business Group. The annual average is computed by adding the amounts at the beginning and the end of the calendar year and dividing by two. € million 2022 Beauty & Wellbeing Personal Care Home Care Nutrition Ice Cream Total Underlying operating profit before tax 2,292 2,679 1,344 2,449 919 9,683 Tax on underlying operating profit (552) (644) (324) (590) (221) (2,331) Underlying operating profit after tax 1,740 2,035 1,020 1,859 698 7,352 Property plant and equipment 1,775 2,259 2,112 2,196 2,428 10,770 Net assets held for sale — 2 — 20 — 22 Inventories 1,386 1,352 909 1,267 1,017 5,931 Trade and other receivables 1,439 1,601 1,457 1,632 927 7,056 Trade payables and other current liabilities (3,562) (3,918) (3,955) (4,095) (2,493) (18,023) Period-end assets (net) 1,038 1,296 523 1,020 1,879 5,756 Average assets for the period (net) 979 1,403 558 1,295 1,780 6,015 Underlying return on assets (%) 178 145 183 144 39 122 2021 Underlying operating profit before tax 2,237 2,505 1,417 2,525 952 9,636 Tax on underlying operating profit (505) (565) (320) (570) (215) (2,175) Underlying operating profit after tax 1,732 1,940 1,097 1,955 737 7,461 Property plant and equipment 1,541 2,422 1,913 2,235 2,236 10,347 Net assets held for sale — 2 — 678 — 680 Inventories 1,074 1,083 765 974 787 4,683 Trade and other receivables 1,048 1,216 1,093 1,355 710 5,422 Trade payables and other current liabilities (2,743) (3,214) (3,178) (3,673) (2,053) (14,861) Period-end assets (net) 920 1,509 593 1,569 1,680 6,271 Average assets for the period (net) 863 1,355 638 1,643 1,564 6,063 Underlying return on assets (%) 201 143 172 119 47 123 Other information Accounting standards and critical accounting policies The consolidated financial statements have been prepared in accordance with IFRS as adopted by the UK and IFRS as issued by the International Accounting Standards Board. The accounting policies are consistent with those applied in 2021 except for the recent accounting developments as set out in note 1 on pages 154 to 155. The critical accounting estimates and judgements and those that are most significant in connection with our financial reporting are set out in note 1 on pages 154 to 155. Auditor's report The Independent Auditor’s Report issued by KPMG LLP on the consolidated results of the Group, as set out in the financial statements, was unqualified and contained no exceptions or emphasis of matter. For more details see pages 135 to 149. 2021 financial review The financial review for the year ended 31 December 2021 can be found on pages 36 to 43 of our Annual Report and Accounts on Form 20-F filed with the United States Securities and Exchange Commission on 9 March 2022. Financial performance: Additional financial disclosures Unilever Annual Report on Form 20-F 2022 | Strategic Report – Our Performance 59
Improve the health of the planet Climate action Target 2022 2021 2020 Zero GHG emissions in our operations by 2030 (% change in tonnes of GHG emissions from energy and refrigerant use since 2015)(a) -100% '-68% -64% -58% Halve GHG impact of our products across the lifecycle by 2030 (% change in grams of CO2e per consumer use since 2010)(b) -50% '-19% '-14% -10% Protect and regenerate nature Target 2022 2021 2020 Help protect and regenerate 1.5 million hectares of land, forests and oceans by 2030 (hectares) 1.5m 0.2m 0.1m – 100% sustainable sourcing of our key agricultural crops (% purchased) 100% 81% 79% – Implement water stewardship programmes in 100 locations in water-stressed areas by 2030 (number of water stewardship programmes) 100 8 – – Waste-free world Target 2022 2021 2020 50% virgin plastic reduction by 2025 (% change in total tonnes of virgin plastic used vs 2019 baseline)(b)(c)(d) -50% -13% '-8%(e) – 25% recycled plastic by 2025 (% of total used in packaging)(b)(c)(d) 25% 21% 18% – 100% reusable, recyclable or compostable plastic packaging by 2025 (% of total tonnes of reusable, recyclable or compostable plastic packaging used)(b)(c)(d)(f) 100% 55% 53% 52% Collect and process more plastic than we sell by 2025 (tonnes of plastic packaging collected and processed, % of tonnes of plastic sold)(b)(c)(d) 100% 58% – – Maintain zero non-hazardous waste to landfill in our factories (% disposed) 0% 0% 0% 0% Halve food waste in our operations by 2025 (% change since 2019) -50% '-17% '-4%(g) – Non-financial performance 60 Unilever Annual Report on Form 20-F 2022 | Strategic Report – Our Performance
Improve people’s health, confidence and wellbeing Positive nutrition Target 2022 2021 2020 Double the number of products sold that deliver positive nutrition by 2025 (% of servings sold)(a) 54% 48% 41% 27% 70% of our portfolio to meet WHO-aligned nutritional standards by 2022 (% of sales by volume)(a)(h) 70% 64% 63% 61% 95% of packaged ice cream to contain no more than 22g total sugar per serving by 2025 (% of sales by volume)(a) 95% 89% 89% – 95% of packaged ice cream to contain no more than 250 kcal per serving by 2025 (% of sales by volume)(a) 95% 94% 94% 93% 85% of our Foods portfolio to help consumers reduce their salt intake to no more than 5g per day by 2022 (% of sales by volume)(a)(h) 85% 82% 81% 77% €1.5 billion of sales per annum from plant-based products in categories whose products are traditionally using animal- derived ingredients by 2025 (€ sales) €1.5bn €1.2bn – – Health and wellbeing Target 2022 2021 2020 Take action through our brands to improve health and wellbeing and advance equity and inclusion, reaching 1 billion people per year by 2030 (number of people reached through brand communications and initiatives) 1bn 667m 686m – Contribute to a fairer and more socially inclusive world Equity, diversity and inclusion Target 2022 2021 2020 Spend €2 billion annually with diverse businesses worldwide by 2025 (€ spend) €2bn €818m €445m – Raise living standards Target 2022 2021 2020 Help 5 million SMEs to grow their business by 2025 (number of SMEs)(i) 5m 1.8m 1.2m – Future of work Target 2022 2021 2020 Reskill or upskill our employees with future-fit skills by 2025 (% of employees with future-fit skills) 100% 15% 7% – (a) Measured for 12 month period ended 30 September. (b) Measured for 12 month period ended 30 June. (c) For the vast majority of products in scope, we have used the actual weight of plastic packaging sold to calculate this metric. For the remainder, we estimate the weight using the average packaging weight of similar products. (d) We have updated the scope of reporting on our plastic commitments from 29 to 27 countries to improve our data accuracy. (e) We have updated our baseline period for reporting from 1 July 2017 – 30 June 2018 to 1 January – 31 December 2019 to improve our data quality. We have therefore restated our 2021 performance using the 2019 baseline. Please see pages 32 to 33 for more details. (f) Refers to ‘actual recyclability’ of plastic packaging, meaning that it is both technically possible to recycle the material; and that there are established examples to recycle the material in the region where it is sold. (g) We have updated our 2019 baseline to reflect the divestment of our Tea business. Therefore, we are restating our 2021 performance. (h) From 2023, these commitments will be replaced with a new target to ensure that 85% of our servings meet Unilever's Science-based Nutrition Criteria (USNC) by 2028. (i) Measured for the 3 month period October to December. Non-financial performance Unilever Annual Report on Form 20-F 2022 | Strategic Report – Our Performance 61
Additional non-financial disclosures Unilever is subject to a number of mandatory reporting requirements. In the following pages, we provide part of our Section 172 disclosure, our Streamlined Energy and Carbon Reporting disclosure, employee gender reporting in alignment with the UK Corporate Governance Code, our non-financial and sustainability information statement in line with the UK Companies Act 2006, and our EU Taxonomy disclosure. Section 172: Engaging with our stakeholders The information set out below, together with the information on page 87 of our Governance Report, which explains how the Board considers and engages with stakeholders, forms our section 172 statement under the UK Companies Act 2006. The Unilever Compass Strategy for Sustainable Growth on page 4 details the six stakeholder groups we have identified as critical to our future success: shareholders, our people, consumers, customers, suppliers & business partners and planet & society. Throughout the Strategic Report we explain how we’ve worked to create value for each in 2022, as well as how our business benefits from these vital relationships. Shareholders We engage with our shareholders on our strategy, business performance and sustainability. ■ We speak directly to shareholders through quarterly results broadcasts and conference presentations, as well as through meetings and calls about aspects of business performance, consumer trends and sustainability issues. ■ Senior leaders and our Board speak directly to shareholders on a broad range of issues. For example, in 2022 we presented to investors on our Prestige business and our Health & Wellbeing brand strategies. ■ We ran an investor event focused on our strategy for delivering growth in December 2022. Pages 87 and 90 Our people Our 127,000 talented people give their skills and time in Unilever offices, factories and R&D laboratories around the world. ■ Through our UniVoice survey we engaged with around 96,000 office and factory-based employees in 2022 across a number of topics, from employee wellbeing to leadership performance. ■ We also continued our UniPulse questionnaires, asking employees to rate certain aspect of the company such as culture, work-life balance and development opportunities. ■ We continued our ‘Your Call’ sessions with our CEO and ULE members to give our workforce direct and regular access to our leadership team to ask questions on issues of concern to them as employees, such as our new Compass Organisation, diversity and inclusion, returning to the workplace and company financial performance. Our Chair, Nils Andersen, participated in a Your Call in November 2022. ■ At a market level, we held regular local, leader-led virtual townhall meetings to engage with employees on locally relevant topics and issues. ■ For the second year running, we held a virtual Compass Live event to engage our employees on our Compass strategy, progress and factors affecting our performance. Pages 27 to 29 and 89 Consumers 3.4 billion people use our products every day. ■ We use consumer research from partners such as Kantar, Nielsen and Ipsos, who we engage through their regular surveys and panels. ■ We engage around three million consumers through our various engagement platforms annually. Pages 12 to 26 Stakeholder How we engaged in 2022 Find out more Non-financial performance: Additional non-financial disclosures 62 Unilever Annual Report on Form 20-F 2022 | Strategic Report – Our Performance
Customers We partner with global retailers and digital commerce marketplaces through to small family-owned stores, to grow our business and theirs. ■ We are members of the Advantage Group Survey to help us understand how we can improve our customers’ experience. ■ Our larger retail partners have direct channels into us via our Customer Development teams, meeting regularly to discuss a range of topics including shopper insights and ways to drive category growth and sales. Through these relationships we produce Joint Business Plans for mutual benefit. ■ We use an online platform to provide shopper insights and research for our smaller retailer customers. Pages 12 to 27 Suppliers & business partners We work with suppliers in over 150 countries to source materials and provide critical services for us, while supporting mutual and sustainable growth. ■ Through our Supply Chain and Procurement teams, we communicate with our suppliers and business partners frequently. ■ We conduct an annual Partner with Purpose survey to understand how our suppliers feel about working with Unilever and areas for improvement. Pages 32, 34 and 36 Planet & society As a global business with a global footprint, we consider the planet and all its citizens to be a key stakeholder. ■ As part of our sustainability materiality process, we analyse insights from our key stakeholders to make sure we’re focusing on the most important sustainability issues and to inform our reporting – see our website for more details. ■ We continued our partnerships with other businesses throughout the year, advocating for policy change on a range of sustainability topics, including increased levels of national climate ambition and access to finance for the vulnerable communities most affected by the impacts of climate change. ■ Our CEO continued to support the UK COP26 presidency as a member of the COP26 Business Leaders Group in 2022. We also attended COP27. Pages 30 to 41 and 87 Stakeholder How we engaged in 2022 Find out more Employee diversity As part of our disclosure to comply with the UK Corporate Governance Code 2018, the table below shows our workforce diversity by gender and work level as at 31 December 2022. 2022 2021 Gender statistics Female Male Unspecified Female Male Unspecified Board 5 8 0 6 7 0 38% 62% 46% 54% Unilever Leadership Executive (ULE) 3 10 0 4 9 0 23% 77% 31% 69% Senior management (reporting to ULE) 27 60 0 20 55 0 31% 69% 27% 73% Management(a) 8,740 7,583 18 8,733 8,047 7 54% 46% 0.1% 52% 48% 0.04% Total workforce 46,014 80,974 68 52,925 95,087 32 36% 64% 0.06% 36% 64% 0.02% (a) Includes ULE and senior management. Unspecified includes those who are not identified as male or female in our systems. Employees who are statutory directors of the corporate entities included in this Annual Report and Accounts: 467 (63%) males and 280 (37%) females (see pages 214 to 224). Non-financial performance: Additional non-financial disclosures Unilever Annual Report on Form 20-F 2022 | Strategic Report – Our Performance 63
Streamlined Energy and Carbon Reporting (SECR) In line with the requirements set out in the UK Government’s guidance on Streamlined Energy and Carbon Reporting, the table below represents Unilever’s energy use and associated GHG emissions from electricity and fuel in the UK (1 October to 30 September), calculated with reference to the Greenhouse Gas Protocol. The scope of this data includes eight manufacturing sites and 11 non-manufacturing sites based in the UK. In 2022, the UK accounted for 7% of our global total Scope 1 and 2 emissions as well as 7% of our global energy use, outlined in the table below. See page 36 for more on energy efficiency measures taken during 2022. UK operations 2022 2021 2020 Biogas (kWh) 13,520,000 10,025,000 9,420,000 Natural gas (kWh) 242,688,000 226,110,000 231,832,000 LPG (kWh) 937,000 1,411,000 1,464,000 Fuel oils (kWh) 0 0 59,000 Coal (kWh) 0 0 0 Electricity (kWh) 107,309,000 171,897,000 190,790,000 Heat and steam (kWh) 255,480,000 192,738,000 201,709,000 Total UK energy (kWh)(a) 362,788,000 364,635,000 392,499,000 Total global energy (kWh) 6,609,692,000 7,002,482,000 7,037,674,000 Total UK Scope 1 emissions (tonnes CO2)(b) 39,545 45,740 46,918 UK Scope 1 emissions (kg CO2) per tonne of production 50.5 56.9 49.1 Total UK Scope 2 emissions (tonnes CO2)(b)(c) 0 0 527 UK Scope 2 emissions (kg CO2) per tonne of production 0 0 0.6 (a) Fleet and associated diesel use excluded as it is not material. Transportation is operated by a third party and accounted for under Scope 3. (b) We report our emissions with reference to the latest Greenhouse Gas Protocol Corporate Accounting and Reporting Standard (GHG Protocol). Our only material GHG from energy is CO2, reported as required by the GHG Protocol. Other gases are immaterial. Energy use data is taken from meter reads and energy invoices from each site and then converted to kWh using standard conversion factors as published by the IPCC. (c) Carbon emission factors for grid electricity calculated according to the ‘market-based method’. Total Scope 2 emissions reported as zero as we now use 100% renewable grid electricity across all our sites in the UK. Non-financial performance: Additional non-financial disclosures 64 Unilever Annual Report on Form 20-F 2022 | Strategic Report – Our Performance
Non-financial and sustainability information statement In accordance with sections 414CA and 414CB of the Companies Act 2006 which outline 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. Our business model can be found on pages 2 to 3, which identifies our stakeholder groups, and our principal risks can be found on pages 67 to 75. Further information on these matters can be found on our website and in our Human Rights Report, including relevant policies. Non-financial matter and relevant sections of Annual Report Annual Report page reference Environmental matters Relevant sections of Annual Report and Accounts: ■ Climate action ■ Waste-free world ■ Protect and regenerate nature ■ Our Climate Transition Action Plan: Annual Progress Report ■ Task Force on Climate-related Financial Disclosures statement ■ Policies and due diligence: pages 32 to 33 and 35 to 41 ■ Position and performance (including relevant non- financial KPIs): pages 39 to 40 and 60 ■ Risk: pages 43 to 51 and 69 and 70 ■ Impact: pages 32 and 33 and 43 to 51 Social and community matters Relevant sections of Annual Report and Accounts: ■ Raise living standards ■ Policies and due diligence: page 34 ■ Position and performance (including relevant non- financial KPIs): pages 34 and 61 ■ Risk: pages 34 and 74 ■ Impact: page 34 Employee matters Relevant sections of Annual Report and Accounts: ■ Our People & Culture ■ Equity, diversity and inclusion ■ Raise living standards ■ Future of work ■ Employee health and wellbeing ■ Safety at work ■ Policies and due diligence: pages 27 to 29 ■ Position and performance (including relevant non- financial KPIs): pages 27 to 29 and 61 ■ Risk: pages 27 to 29 and 71 ■ Impact: pages 27 to 29 Human rights matters Relevant sections of Annual Report and Accounts: ■ Raise living standards ■ Human rights ■ Policies and due diligence: page 34 ■ Position and performance (including relevant non- financial KPIs): pages 34 and 61 ■ Risk: pages 34 and 74 ■ Impact: page 34 Anti-corruption and bribery matters Relevant sections of Annual Report and Accounts: ■ Culture of integrity ■ Policies and due diligence: page 29 ■ Position and performance (including relevant non- financial KPIs): page 29 ■ Risk: pages 29 and 74 ■ Impact: page 29 WEF/IBC metrics The World Economic Forum (WEF) and the International Business Council (IBC) have defined a number of metrics and disclosures to help standardise environmental, social and governance reporting. Our Annual Report and Accounts includes a number of the 'core' WEF/IBC metrics and disclosures, including: Governing purpose (pages 4 to 5), Ethical behaviour (page 29), Risk and opportunity oversight (pages 67 to 75), Climate change (pages 35 to 41), and Employment and wealth generation (pages 27 to 28 and 34. Further information on core metrics will be available on our website. Non-financial performance: Additional non-financial disclosures Unilever Annual Report on Form 20-F 2022 | Strategic Report – Our Performance 65
EU Taxonomy disclosures The EU Taxonomy sets out reporting obligations for certain European businesses. It outlines certain activities deemed to be environmentally sustainable, and refers to them as “eligible” and “aligned” activities. For each eligible activity, businesses need to assess whether they make a substantial contribution to the climate change mitigation and adaptation objectives and whether they cause any significant harm with respect to the following environmental objectives: i) sustainable use and protection of water and marine resources, ii) transition to a circular economy, iii) pollution prevention and control, and iv) protection and restoration of biodiversity and ecosystems. If the eligible activities are considered to make a substantial contribution and do no significant harm in accordance with the criteria set out in the regulations, then the eligible activities are designated as “aligned” as long as the business also meets a minimum set of criteria with respect to human rights, bribery and corruption, taxation and fair competition. The EU Taxonomy is work in progress, and in creating the current list of environmentally sustainable activities, the European Commission have not yet considered our industry, focusing instead on the more carbon intensive industries where they believe there is the most potential for climate change mitigation or adaptation. Using the current list of eligible activities and the alignment criteria, we have reviewed the Group’s turnover, capital expenditure and operating expenditure (as defined by the EU Taxonomy) to identify the extent of any eligible and aligned activities within our business. The outcome of our review is presented below. As the EU Taxonomy is not yet applicable to us and we are providing these disclosures voluntarily, we have chosen to set out the extent of our eligible and aligned activities in a simplified format instead of showing them in the tables prescribed by the EU Taxonomy. Turnover None of our turnover as detailed in our consolidated income statement (page 149) for the year ended 31 December 2022 is derived from eligible activities. As a consequence, none of our turnover can be classified as aligned. Operating expenditure Operating expenditure as per the EU Taxonomy is defined as directly incurred, non-capitalised costs relating to research and development, building renovations, short-term leases and the repair and maintenance of property, plant and equipment. None of our operating expenditure for the year ended 31 December 2022 is in respect of eligible activities. As a consequence, none of our operating expenditure can be classified as aligned. Capital expenditure (intangible assets and property, plant and equipment) 17.7% of our capital expenditure for the year ended 31 December 2022, as detailed in our consolidated financial statements (pages 173 and 175 to 176) is in respect of eligible activities. The majority of this relates to the acquisition of buildings as shown in the table below. We have determined that none of this eligible capital expenditure can be classified as aligned. The principal reason is because we do not have sufficient detailed documentation to support that this expenditure makes a substantial contribution to either the climate change mitigation or climate change adaptation environmental objectives. It should be noted that we do meet the minimum set of criteria with respect to human rights, bribery and corruption, taxation and fair competition. Taxonomy-eligible but not Taxonomy-aligned activities € million % Capex 4. Energy 4.1 – Electricity generation using solar photovoltaic technology 0.6 0.0% 4.9 – Transmission and distribution of electricity 1.2 0.1% 4.15 – District heating/cooling distribution 2.0 0.1% 4.23 – Production of heat/cool from renewable non-fossil gaseous and liquid fuels 0.1 0.0% 4.24 – Production of heat/cool from bioenergy 0.1 0.0% 5. Water supply, sewage, waste management and remediation 5.1 – Construction, extension and operation of water collection, treatment and supply systems 0.4 0.0% 5.3 – Construction, extension and operation of wastewater collection and treatment 1.0 0.1% 5.5 – Collection and transport of non-hazardous waste in source segregated fractions 0.1 0.0% 5.7 – Anaerobic digestion of bio-waste 0.1 0.0% 5.9 – Material recovery from non-hazardous waste 0.5 0.0% 6. Transport 6.5 – Transport by motorbikes, passenger cars and light commercial vehicles 5.0 0.2% 7. Construction and real estate 7.2 – Renovation of existing buildings 3.3 0.1% 7.3 – Installation, maintenance and repair of energy efficiency equipment 5.1 0.2% 7.6 – Installation, maintenance and repair of renewable energy technologies 0.8 0.0% 7.7 – Acquisition and ownership of buildings 457.7 16.9% Total Taxonomy-eligible but not Taxonomy-aligned activities 478.0 17.7% Non-financial performance: Additional non-financial disclosures 66 Unilever Annual Report on Form 20-F 2022 | Strategic Report – Our Performance
Our risk appetite and approach to risk management Risk management is integral to Unilever’s strategy and the achievement of Unilever’s long-term goals. Our success as an organisation depends on our ability to identify and exploit the opportunities generated by our business and in our markets. In doing this, we take an embedded approach to risk management which puts risk and opportunity assessment at the core of the Board agenda, which is where we believe it should be. Unilever’s appetite for risk is driven by the following: ■ Our growth should be consistent, competitive, profitable and responsible. ■ Our actions on issues such as plastic and climate change must reflect their urgency, and not be constrained by the uncertainty of potential impacts. ■ Our behaviours must be in line with our Code of Business Principles and Code Policies. ■ Our ambition to continuously improve our operational efficiency and effectiveness. ■ Our aim to maintain a minimum A/A2 credit rating on a long-term basis. Our approach to risk management is designed to provide reasonable, but not absolute, assurance that our assets are safeguarded, the risks facing the business are being assessed, and all information that may be required to be disclosed is reported to Unilever’s senior management including, where appropriate, the CEO and CFO. Organisation The Board has overall accountability for the management of risk and for reviewing the effectiveness of Unilever’s risk management and internal control systems. The Board has established a clear organisational structure with well-defined accountabilities for the principal risks that Unilever faces in the short, medium and long term. This organisational structure and distribution of accountabilities and responsibilities ensure that every segment (either Business Group or country) through which we operate has specific resources and processes for risk reviews. This is supported by the ULE, which takes active responsibility for focusing on the principal areas of risk to Unilever, including any emerging areas of risks. The Board regularly review these risk areas, including consideration of environmental, social and governance matters, and retain responsibility for determining the nature and extent of the significant risks that Unilever is prepared to take to achieve its strategic objectives. Foundation and principles Unilever’s approach to doing business is framed by our purpose and values (see page 4). Our Code of Business Principles sets out the standards of behaviour that we expect all employees to adhere to. Day-to-day responsibility for ensuring these principles are applied rests with senior management across Business Groups, geographies and functions. A network of Business Integrity Officers and Committees supports the activities necessary to communicate the Code, deliver training, maintain processes and procedures (including support lines) to report and respond to alleged breaches, and to capture and communicate learnings. We have a framework of Code Policies that underpins the Code of Business Principles and sets out the non-negotiable standards of behaviour expected from all our employees. For each of our principal risks we have a risk management framework detailing the controls we have in place and who is responsible for managing the overall risk. Unilever’s functional standards define mandatory requirements across a range of specialist areas. Examples include health and safety, cyber, accounting and reporting, and financial risk management. Our assessment of risk considers both short-term and long- term risks, including how these risks are changing, together with emerging risk areas. These are reviewed on an ongoing basis, and formally by senior management and the Board at least once a year. Processes Unilever operates a wide range of processes and activities across all its operations covering strategy, planning, execution and performance management. Risk management is integrated into every stage. Assurance and re-assurance Assurance on compliance with the Code of Business Principles and our Code Policies is obtained annually from Unilever management via a formal Code declaration. In addition, there are specialist awareness and training programmes which are run throughout the year and vary depending on the business priorities. These specialist compliance programmes supplement the Code declaration. Our Corporate Audit function plays a vital role in providing to both management and the Board an objective and independent review of the effectiveness of risk management and internal control systems throughout Unilever. Board assessment of compliance with the risk management frameworks The Board, advised by the Committees where appropriate, regularly review the significant risks and decisions that could have a material impact on Unilever. These reviews consider the level of risk that Unilever is prepared to take in pursuit of the business strategy and the effectiveness of the management controls in place to respond to the risk exposure. The Board, through the Audit Committee, has reviewed the assessment of risks, internal controls and disclosure controls and procedures in operation within Unilever. They have also considered the effectiveness of any remedial actions taken for the year covered by this Annual Report and Accounts and up to the date of its approval by the Board. Details of the activities of the Audit Committee in relation to this can be found in the Report of the Audit Committee on pages 102 to 103. Further statements on compliance with the specific risk management and control requirements in the UK Corporate Governance Code (2018), the US Securities Exchange Act (1934) and the US Sarbanes-Oxley Act (2002) can be found on page 93. Our Principal Risks Unilever Annual Report on Form 20-F 2022 | Strategic Report – Our Performance 67
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 material to Unilever’s business and performance at this time. Our principal risks include risks that could impact our business in the short term (i.e. the next two years), medium term (i.e. the next three to ten years) or over the longer term (i.e. beyond ten years). As part of our process to review our principal risks, we also consider any additional risks that could emerge in the future. Our principal risks have not changed this year. We also reflect on whether we think the level of risk associated with each of our principal risks is increasing or decreasing. There are three principal risks where we believe there is an increased level of risk compared with last year: ■ Business transformation: the transformation resulting from the Compass reorganisation will span the next two years. This is coupled with the ongoing transformation of our core business processes to create a superior customer experience. ■ Climate change: this risk has intensified during 2022, as actions to address global warming are not moving at the pace anticipated and there has been an increase in physical climate risks seen by increased flooding and droughts together with the ongoing global energy crisis. ■ Economic and political instability: heightened risk due to growing geopolitical tensions and supply chain pressures, including the impact of the Russia-Ukraine war. Further, 2022 has seen unprecedented levels of inflation and a possible recession impeding growth and delivery of shareholder value. Biodiversity loss has the characteristics of an emerging risk. A loss of forests and soil due to potential physical and regulatory risks could make future harvests more difficult and expensive in the long term (see pages 45 and 48). Another emerging risk is the potential failure to keep pace with advancements such as artificial intelligence, machine learning and augmented reality which are predicted to become critical in understanding consumer preferences in the future. If the circumstances in these risks occur, 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. Risk Risk description Level of risk Brand preference Our success depends on the value and relevance of our brands and products to consumers around the world and on our ability to innovate and remain competitive. Consumer tastes, preferences and behaviours are changing more rapidly than ever before. We see a growing trend for consumers preferring brands which both meet their functional needs and have an explicit social or environmental purpose. Technological change is disrupting our traditional brand communication models. Our ability to develop and deploy the right communication, both in terms of messaging content and medium is critical to the continued strength of our brands. We are dependent on creating innovative products that continue to meet the needs of our consumers and getting these new products to market with speed. No change Principal risks 68 Unilever Annual Report on Form 20-F 2022 | Strategic Report – Our Performance
Risk Risk description Level of risk Portfolio management Unilever’s strategic investment choices will affect the long-term growth and profits of our business. Unilever’s growth and profitability are determined by our portfolio of Business Groups, geographies and channels and how these evolve over time. If Unilever does not make optimal strategic investment decisions, then opportunities for growth and improved margin could be missed. No change Climate change Climate change and governmental actions to reduce such change may disrupt our operations and/or reduce consumer demand for our products. Climate change is already impacting our business in various ways. Government action to reduce climate change such as the introduction of a carbon tax, land use regulations or product composition regulations which restrict or ban certain GHG intensive ingredients, could impact our business through higher costs or reduced flexibility of operations. Physical environment risks such as water scarcity could impact our operations or reduce demand for our products that require water during consumer use. Increased frequency of extreme weather events such as high temperatures, hurricanes or floods could cause increased incidence of disruption to our supply chain, manufacturing and distribution network. If we do not take action, climate change could result in increased costs, reduced profit and reduced growth. Increase Principal risks Unilever Annual Report on Form 20-F 2022 | Strategic Report – Our Performance 69
Risk Risk description Level of risk Plastic packaging We use a significant amount of plastic to package our products. A reduction in the amount of virgin plastic we use, the use of recycled plastic and an increase in the recyclability of our packaging are critical to our future success. Both consumer and customer responses to the environmental impact of plastic waste and emerging regulations by governments to tax or ban the use of certain plastics requires us to find solutions to reduce the amount of plastic we use, increase recycling post-consumer use and source recycled plastic for use in our packaging. We are also dependent on the work of our industry partners to create and improve recycling infrastructure throughout the world. There is a risk around finding appropriate replacement materials, but also due to high demand, the cost of recycled plastic or other alternative packaging materials could significantly increase in the foreseeable future and this could impact our business performance. We could also be exposed to higher costs as a result of taxes or fines if we are unable to comply with plastic regulations, which would again impact our profitability and reputation. No change Customer Successful customer relationships are vital to our business and continued growth. Maintaining strong relationships with our existing customers and building relationships with new customers who have built new technology-enabled business models to serve changing shopper habits are necessary to ensure our brands are well presented to our consumers and available for purchase at all times. Digital commerce continues to be a critical channel for growth. The strength of our customer relationships also affects our ability to obtain pricing and competitive trade terms. Failure to maintain strong relationships with customers could negatively impact our terms of business with affected customers and reduce the availability of our products to consumers. No change Principal risks 70 Unilever Annual Report on Form 20-F 2022 | Strategic Report – Our Performance
Risk Risk description Level of risk Talent A skilled workforce and agile ways of working are essential for the continued success of our business. With the rapidly changing nature of work and skills, there is a risk that our workforce is not equipped with the skills required for the new environment. Our ability to attract, develop and retain a diverse range of skilled people is critical if we are to compete and grow effectively. This is especially true in our key emerging markets where there can be a high level of competition for a limited talent pool. The loss of management or other key personnel or the inability to identify, attract and retain qualified personnel could make it difficult to manage the business and could adversely affect operations and financial results. No change Business Operations Our business depends on purchasing materials, efficient manufacturing and the timely distribution of products to our customers. Our supply chain network is exposed to potentially adverse events such as geo- political sanctions, physical disruptions, environmental and industrial accidents, trade restrictions or disruptions at a key supplier, which could impact our ability to deliver orders to our customers. The Russia-Ukraine war is an adverse event that has challenged and continues to challenge the continuity and cost of our supply chain in 2022. Maintaining manufacturing operations whilst adhering to changing local regulations and meeting enhanced health and safety standards has proven possible but has required significant management. In addition, ensuring the operation of a global logistics network for both input materials and finished goods continues to present challenges and requires continued focus and flexibility. The cost of our products can be significantly affected by the cost of the underlying commodities and materials from which they are made. Fluctuations in these costs cannot always be passed on to the consumer through pricing. No change Principal risks Unilever Annual Report on Form 20-F 2022 | Strategic Report – Our Performance 71
Risk Risk description Level of risk Safe and high- quality products The quality and safety of our products are of paramount importance for our brands and our reputation. The risk that raw materials are accidentally or maliciously contaminated throughout the supply chain or that other product defects occur due to human error, equipment failure or other factors cannot be excluded. Labelling errors can have potentially serious consequences for both consumer safety and brand reputation. Therefore, on-pack labelling needs to provide clear and accurate ingredient information in order that consumers can make informed decisions regarding the products they buy. No change Systems and information Unilever’s operations are increasingly dependent on IT systems and the management of information. The cyber-attack threat of unauthorised access and misuse of sensitive information or disruption to operations continues to increase with the level of incidents rising year on year. Such an attack could inhibit our business operations in a number of ways, including disruption to sales, production and cash flows, ultimately impacting our results. In addition, increasing digital interactions with customers, suppliers and consumers place ever greater emphasis on the need for secure and reliable IT systems and infrastructure and careful management of the information that is in our possession to ensure data privacy. No change Principal risks 72 Unilever Annual Report on Form 20-F 2022 | Strategic Report – Our Performance
Risk Risk description Level of risk Business Transformation Successful execution of business transformation projects is key to delivering their intended business benefits and avoiding disruption to other business activities. In 2022, we announced the Compass Organisation, a significant transformation to the way Unilever operates through five new Business Groups. We are also continually engaged in major change projects, including acquisitions and disposals. These changes drive continuous improvement in our business and strengthen our portfolio and capabilities. Continued digitalisation of our business models and processes, together with enhancing data management capabilities, is a critical part of our transformation. We have an extensive programme of transformation projects. Failure to execute such initiatives successfully could result in under-delivery of the expected benefits and there could be a significant impact on the value of the business. Increase Economic and political instability Adverse economic conditions may affect one or more countries, regions or may extend globally. Unilever operates around the world and is exposed to economic and political instability that may reduce consumer demand for our products, disrupt sales operations and/or impact the profitability of our operations. In 2022, organisations have seen significant disruption and cost inflation coupled with increased geopolitical tensions, such as the Russia-Ukraine war. Further potential trade and economic sanctions risk global supply chain disruption and deep recession. Risks associated with the global energy crisis are leading to significantly higher energy prices and could disrupt our operations. Government actions such as trade and economic sanctions, foreign exchange or price controls can impact on the growth and profitability of our local operations. Unilever has more than half of its turnover in emerging markets which can offer greater growth opportunities but also exposes Unilever to related economic and political volatility. Increase Principal risks Unilever Annual Report on Form 20-F 2022 | Strategic Report – Our Performance 73
Risk Risk description Level of risk Treasury and Tax Unilever is exposed to a variety of external financial risks in relation to Treasury and Tax. The relative value of currencies can fluctuate widely and could have a significant impact on business results. Further, because Unilever consolidates its financial statements in euros it is subject to exchange risks associated with the translation of the underlying net assets and earnings of its foreign subsidiaries. We are also subject to the imposition of exchange controls by individual countries which could limit our ability to import materials paid in foreign currency or to remit dividends to the parent company. A material shortfall in our cash flow could undermine Unilever’s credit rating, impair investor confidence and restrict Unilever’s ability to raise funds. In times of financial crisis, there is a further risk that we may not be able to raise funds due to market illiquidity. We are exposed to counter-party risks with banks, suppliers and customers, which could result in financial losses. Tax is a complex and evolving area where laws and their interpretation are changing regularly, leading to the risk of unexpected tax exposures. International tax reform remains a key focus of attention. No change Ethical Unilever’s brands and reputation are valuable assets and the way in which we operate, contribute to society and engage with the world around us is always under scrutiny both internally and externally. Acting in an ethical manner, consistent with the expectations of customers, consumers and other stakeholders, is essential for the protection of the reputation of Unilever and its brands. A key element of our ethical approach to business is to reduce inequality and promote fairness. Our activities touch the lives of millions of people and it is our responsibility to protect their rights and help them live well. The safety of our employees and the people and communities we work with is critical. Failure to meet these high standards could result in damage to Unilever’s corporate reputation and business results. No change Principal risks 74 Unilever Annual Report on Form 20-F 2022 | Strategic Report – Our Performance
Risk Risk description Level of risk Legal and regulatory Compliance with laws and regulations is an essential part of Unilever’s business operations. Unilever is subject to national and regional laws and regulations in such diverse areas as product safety, product claims, trademarks, copyright, patents, competition, health and safety, data privacy, the environment, corporate governance, listing and disclosure, employment and taxes. Failure to comply with laws and regulations could expose Unilever to civil and/or criminal actions leading to damages, fines and criminal sanctions against us and/or our employees with possible consequences for our corporate reputation. Changes to laws and regulations could have a material impact on the cost of doing business. No change Principal risks Unilever Annual Report on Form 20-F 2022 | Strategic Report – Our Performance 75
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 Group’s future development, performance, financial position, cash flows, liquidity position and borrowing facilities as described on pages 1 to 59. In addition, we describe in notes 15 to 18 on pages 180 to 195 the Group’s objectives, policies and processes for managing its capital, its financial risk management objectives, details of its financial instruments and hedging activities and its exposures to credit and liquidity risk. 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. This includes consideration of external factors such as rises in inflation and slowing GDP growth. The assessment also included reviewing and understanding the mitigation factors in respect of each principal risk. The risks are summarised on pages 68 to 75. The viability assessment has three 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, ■ Second, they considered the current debt facilities and debt headroom over the viability period, assuming that any debt maturing can be re-financed at commercially acceptable terms; and ■ Third, they considered the potential impact of severe but plausible scenarios over this period including: ■ assessing scenarios for each individual principal risk, for example the inability to recover from inflationary impacts; the termination of our relationships with the three largest global customers; the loss of all material litigation cases; a major IT data breach; the lost cost and growth opportunities from not keeping up with technological changes and increase in physical climate risks including its impact on operational costs; 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 brands and the temporary closure of three of our largest factories. Significant reduction in sales of our largest brand along with percolating impact on other brands and closure of three of our largest factories for a period of six months. ■ Safe and high-quality products ■ Brand preference ■ Supply chain Geopolitical tensions leading to a major global incident affecting the availability of key materials from a location and inability to recover all the increased cost due to inflationary pressures. Closure of a key geographic market impacting availability of raw materials and increased operational costs due to inflationary pressures not completely recovered. ■ Economic and political instability ■ Supply chain Climate change-related flooding driving closure of a key sourcing unit and significant water shortages in key markets. Closure of a sourcing unit for a period of six months and significant water shortages causing supply chain disruption in water-stressed sites and changing consumer preference towards water efficient products. ■ Climate change ■ Supply chain ■ Brand preference Cyber-attack causing a temporary shutdown of our systems and the impact on profit if management failed to deliver a major transformation project. Loss of turnover coupled with reduction margins and ongoing reputational damage and loss of confidence from our customers and consumers. ■ Systems and information ■ Business transformation 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 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 Group’s 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 two-to-three year horizon; and ■ the Group’s diverse product and geographical activities which are impacted by continuously evolving technology and innovation. ■ Secondly, the Group’s debt headroom and funding profile was assessed. None of the future outlooks considered resulted in significant liquidity headroom issues, primarily because: ■ the Group has a healthy balance of short-term and long- term debt programmes, with repayment profiles ensuring short-term commercial paper maturities do not exceed €0.5 billion in any given week and long-term debt maturities do not exceed €4.0 billion in any given year ■ the Group has the equivalent of €7.4 billion in committed credit facilities with a maturity of 364 days which are used for backing up our commercial paper programmes. ■ Thirdly, for each of our 14 principal risks, one of which is climate, worst-case plausible scenarios have been assessed together with multi-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 risks 76 Unilever Annual Report on Form 20-F 2022 | Strategic Report – Our Performance
Governance 78 Chair's Governance statement 80 Board of Directors 82 Unilever Leadership Executive (ULE) 84 Corporate Governance statement 95 Report of the Nominating and Corporate Governance Committee 100 Report of the Audit Committee 105 Report of the Corporate Responsibility Committee 109 Directors' Remuneration Report
Nils Andersen Chair As outlined in my letter on pages 6 to 7, Unilever has responded well to challenging macroeconomic events while at the same time transforming its organisational model. As a Board, we are confident that this transformation will deliver greater speed, agility and accountability across the Group. In a year of change, I am pleased to present our Corporate Governance Report. The purpose of this Report is to update you on developments within Unilever’s corporate governance in the last year. We explain how we, as a Board, have taken decisions, underpinned by high corporate governance standards. Board priorities and delivery The focus of the Board in 2022 has been to drive the Company’s vision; to deliver winning performance by being the global leader in sustainable business. The Board has been highly engaged in supporting the ULE and wider management in this objective – especially through the aftermath of the Covid pandemic and the current and continuing challenging macroeconomic headwinds. In our meetings, we reviewed and discussed the direction and strategies of each of the five Business Groups as well as Unilever’s overall strategies in respect of financial plan, supply chain operations, research and development, and sustainability. In addition, the Board has continued to engage with external stakeholders and partake in deep dive knowledge sessions into certain areas of the business such as cyber security management and the Company’s ways of working following the Compass Organisation transformation. The Board was also pleased to be able to step up its face-to-face engagements with the Unilever business overseas in 2022, following the relaxation of many Covid restrictions. The Board held Board and Committee meetings in the US and Singapore, and undertook visits to Unilever’s businesses in India, Indonesia and Vietnam. Details of the Board’s activity and focus during 2022 are set out on page 86. We have taken decisions underpinned by high corporate standards. Culture Consistent with previous years, the Board recognises the importance and differentiation that culture brings in the delivery of performance. At the heart of our Compass Strategy for Sustainable Growth lies our purpose to make sustainable living commonplace, delivered through our belief that brands with purpose grow, companies with purpose last, and importantly, people with purpose thrive. As a Board and as Directors individually we aim to lead by example, promoting a purposeful, accountable and high-performance culture. We remain proud of the Company’s commitment to help equip employees to stay fit for the future of work and build a strong talent pipeline through our personalised future-fit development plans. The Board remains engaged in the furtherance of equity, diversity and inclusion initiatives across our business. We want to drive the Company’s vision to be a beacon for diversity and inclusion in order to build a fairer, more inclusive society through an equitable workplace. The Non-Executive Directors actively participate in workforce engagement sessions across the year, listening to employees and discussing focus topics such as equity, diversity and inclusion, agile ways of working and performance culture. The Board receives reports from these sessions throughout the year as well as the results of employee perception surveys and feedback from town hall meetings. It is pleasing to see that the most recent UniVoice survey, in which approximately 96,000 employees participated globally, showed an overall employee engagement score of 81% in offices and 84% in factories. In particular, consistent with the previous year, 94% of employees who participated consider that Unilever conducted its business with integrity and 87% of employees see Unilever as having an inclusive working environment in which everyone’s views are valued. These results demonstrate that people hold a positive view of Unilever’s culture. The Board and the ULE will continue to ensure that this permeates across the organisation. Chair's Governance statement 78 Unilever Annual Report on Form 20-F 2022 | Governance
Board composition and succession The Board saw a number of changes during the year, with the appointment of Nelson Peltz and Hein Schumacher as Non- Executive Directors, and the decision of our CEO, Alan Jope, to retire in 2023. The Board is delighted that, after a thorough global search, Hein Schumacher has been appointed as the new CEO from 1 July 2023. More details on these appointments can be found on pages 96 and 97. It is my responsibility as Chair to provide leadership and ensure that we have a Board able to make high-quality decisions. A key part of that role is to ensure the Board works collaboratively with the executive team, providing support and guidance and constructively challenging management when necessary. This requires Directors who have a diverse range of skills, experience and attributes, which I am pleased, I can confidently say, we have in our current Board. Board and Committee evaluation In line with our three-year cycle, the Board conducted an evaluation of its performance in 2022. The Board’s review was externally facilitated by an independent expert and was conducted in tandem with internal evaluations of the Committees. The findings from both processes provide a clear agenda for us to continue to improve as a Board in 2023 and provide areas for future focus, which are discussed in more detail later in this report. The review confirmed that the Board and its Committees are effective. In particular, during 2022, the Board gave its full support to Alan Jope in driving the Compass Organisation transformation. With the appointment by the Board of a new CEO from 1 July 2023, the Board will prioritise supporting his effectiveness, alongside a focus on driving shareholder value for the short, medium and long term, together with a continued commitment to Unilever’s purpose and values. The Board has confidence that Unilever’s new structure together with its new leadership will prove a powerful combination to enhance Unilever’s performance and, in turn, bring value creation for its key stakeholders. Over the course of 2023, the Board will continue to give its full support to management in driving top line growth during 2023 and beyond. Nils Andersen Chair The Board of Unilever has implemented standards of corporate governance and disclosure policies applicable to a UK incorporated company, with listings in London, Amsterdam and New York. Application of the provisions of the 2018 UK Corporate Governance Code (the ‘Code’) In respect of the year ended 31 December 2022, Unilever was subject to the Code (available from www.frc.org.uk). The Board is pleased to confirm that Unilever applied the principles and complied with all the provisions of the Code throughout the year. Further information on compliance with the Code can be found as follows: Board leadership and Company purpose page Long-term value and sustainability 102 Culture 27, 78 Shareholder engagement 90 Other stakeholder engagement 87 Conflicts of interest 88 Role of the Chair 85 Division of responsibilities Non-Executive Directors 85 Independence 88 Composition, succession and evaluation Appointments and succession planning 96 – 97 Skills, experience and knowledge 98 Length of service 99 Evaluation 88 – 89 Diversity 97 Audit, risk and internal control Committee 101 Integrity of financial statements 101 Fair, balanced and understandable 102 Internal controls and risk management 103 External auditor 103 Principal and emerging risks 102 Remuneration Policies and practices 109 -131 Alignment with purpose, values and long-term strategy 113 Independent judgement and discretion 109 Unilever also complied with the Listing Standards of the New York Stock Exchange applicable to foreign private issuers. Please see page 79 for further information. Chair's Governance statement Unilever Annual Report on Form 20-F 2022 | Governance 79
Nils Andersen Chair and Non-Executive Director Alan Jope CEO Graeme Pitkethly CFO Nationality Danish Age 64, Male Appointed April 2015 Nationality British Age 58, Male Appointed CEO January 2019 Appointed Director May 2019 Nationality British Age 56, Male Appointed CFO October 2015 Appointed Director April 2016 Current external appointments: AkzoNobel NV (Chair); Worldwide Flight Services (Chair); Salling Foundation (NED); European Round Table of Industrialists (member). Previous experience: Faerch Plast (Chair); Salling Group (Chair); BP plc (NED); 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: Generation Unlimited (Chair). Previous experience: Beauty & 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). Current external appointments: Pearson plc (NED); Financial Stability Board Task Force on Climate-related Financial Disclosures (Vice Chair); The 100 Group Main Committee (Vice Chair); UN Global Compact (CFO Task Force). 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. Andrea Jung Vice Chair/ Senior Independent Director Dr Judith Hartmann Non-Executive Director Adrian Hennah Non-Executive Director Nationality American/ Canadian Age 63, Female Appointed May 2018 Nationality Austrian Age 53, Female Appointed April 2015 Nationality British Age 65, Male Appointed November 2021 Current external appointments: Grameen America Inc. (President and CEO); Mastercard Inc. (NED); Harvard Business School (Professor). Previous experience: Avon Products Inc. (CEO); General Electric (Board member); Daimler AG (Board member). Current external appointments: None. Previous experience: ENGIE Group (Deputy CEO); Suez (NED); General Electric (various roles); Bertelsmann SE & Co. KGaA (CFO); RTL Group SA (NED); Penguin Random House LLC (NED). Current external appointments: J Sainsbury plc (NED); Oxford Nanopore Technologies plc (NED). Previous experience: Reckitt Benckiser Group plc (Executive Director & CFO); RELX plc (NED). Board of Directors 80 Unilever Annual Report on Form 20-F 2022 | Governance
Susan Kilsby Non-Executive Director Ruby Lu Non-Executive Director Strive Masiyiwa Non-Executive Director Nationality American/British Age 64, Female Appointed August 2019 Nationality Chinese Age 52, Female Appointed November 2021 Nationality Zimbabwean Age 62, Male Appointed April 2016 Current external appointments: Fortune Brands Innovations (Chair); Diageo plc (SID); NHS England (NED); UK Takeover Panel. Previous experience: BHP plc (NED); L’Occitane International (NED); Keurig Green Mountain (NED); Coca-Cola HBC AG (NED); Goldman Sachs International (NED); Shire plc (Chair); Mergers and Acquisitions, EMEA – Credit Suisse (Chair). Current external appointments: Uxin Limited (NED); Yum China Holdings Inc. (NED). Previous experience: iKang Healthcare Group (NED); Blue City Holdings Limited (NED). Current external appointments: Netflix Inc. (NED); International Advisory Board of Bank of America (Board member); Stanford University Advisory Board (Board member); National Geographic Society (Board member). Previous experience: Africa Against Ebola Solidarity Trust (Co-Founder and Chairman); Grow Africa (Co- Chairman); Nutrition International (Chairman); Rockefeller Foundation (Trustee). Professor Youngme Moon Non-Executive Director Nelson Peltz Non-Executive Director Hein Schumacher Non-Executive Director Nationality American Age 58, Female Appointed April 2016 Nationality American Age 80, Male Appointed July 2022 Nationality Dutch Age 51, Male Appointed October 2022 Appointed CEO effective 1 July 2023 Current external appointments: Mastercard Inc. (Board member); Sweetgreen Inc. (Board member); Jand Inc. (Warby Parker) (Board member); Harvard Business School (Professor). Previous experience: Harvard Business School (Chair and Senior Associate Dean for the MBA Program); Massachusetts Institute of Technology (Professor); Avid Technology (NED); Rakuten Inc. (NED). Current external appointments: Trian Fund Management LP (CEO & Founding Partner); The Wendy's Company (Chairman); Janus Henderson Group (NED). Previous experience: Invesco Ltd (NED); Procter & Gamble (NED); Sysco Corp. (NED); Ingersoll Rand plc (NED); Heinz Company (NED); Triarc Companies (CEO & Chairman). Current external appointments: Royal FrieslandCampina (CEO); Global Dairy Platform (Chair). Previous experience: Royal FrieslandCampina (CFO); C&A AG (Board member); Heinz China (CEO); Kraft Heinz Company (senior management positions); Ahold NV (Corporate Controller Asia & Central America). Feike Sijbesma Non-Executive Director Nationality Dutch Age 63, Male Appointed November 2014 Current external appointments: Royal Philips (Chairman); Royal DSM NV (Honorary Chairman); De Nederlandsche Bank NV (Member of the Supervisory Board); Trustees of the World Economic Forum (Board member); Board of the Global Center on Adaptation (Co-Chair); Africa Improved Foods (Advisor). Previous experience: Royal DSM NV (Former CEO); Utrecht University (Supervisory Director); Stichting Dutch Cancer Institute/Antoni van Leeuwenhoek Hospital NKI/AVL (Supervisory Director); CPLC WBG (Chair). Board of Directors Unilever Annual Report on Form 20-F 2022 | Governance 81
Conny Braams Chief Digital & Commercial Officer Matt Close President, Ice Cream Reginaldo Ecclissato Chief Business Operations & Supply Chain Officer Nationality Dutch Age 57, Female Appointed to ULE January 2020 Joined Unilever 1990 Nationality British Age 53, Male Appointed to ULE April 2022 Joined Unilever 1992 Nationality Brazilian Age 54, Male Appointed to ULE January 2022 Joined Unilever 1991 Current external appointments: Kröller-Müller Museum (Advisory Board member); Rotterdam School of Management, Erasmus University (Advisory Board member). Previous experience: Unilever Middle Europe (EVP); Unilever Benelux (Chair and EVP); Home Care Europe (EVP); Unilever Food Solutions Asia, Africa and Middle East (EVP); various Unilever marketing and general management roles. Previous experience: Various Unilever roles including Global Ice Cream (EVP); Ice Cream Europe (VP); Marketing Foods and Ice Cream Europe(VP); Marketing Home and Personal Care UK & Ireland (VP); Personal Care UK & Ireland (Category Director); Magnum (European Brand Development Director). Previous experience: Mexico, Caribbean, and Central America (EVP); North America and Latin America (EVP Supply Chain); Home Care for the Americas (VP Supply Chain). Hanneke Faber President, Nutrition Fernando Fernandez President, Beauty & Wellbeing Fabian Garcia President, Personal Care Nationality Dutch Age 53, Female Appointed to ULE January 2018 Joined Unilever 2018 Nationality Argentinian Age 56, Male Appointed to ULE April 2022 Joined Unilever 1988 Nationality American Age 63, Male Appointed to ULE January 2020 Joined Unilever 2020 Current external appointments: Tapestry Inc. (NED); FoodDrinkEurope (Board member); Leading Executives Advancing Diversity (LEAD) (Advisory Board member); Pepsi/Lipton JV (Board member). Previous experience: Bayer AG (Supervisory Board member); Royal Ahold Delhaize (CEIO & EC member); Royal Ahold (CCO & EC member); P&G (VP & GM). Previous experience: Latin America (EVP); Brazil (EVP); Philippines (SVP); Global Hair Care Europe (SVP); Hair Care Latin America (VP); and Laundry Argentina (Marketing Director). Current external appointments: Council on Foreign Relations in the US (member); Arrow Electronics (Board member). Previous experience: Unilever North America (President); Revlon (President and CEO); Colgate- Palmolive (COO; President of the Asia/Pacific Division, EVP Latin America); P&G (President of Asia Pacific, General Manager of Venezuela). Unilever Leadership Executive (ULE) 82 Unilever Annual Report on Form 20-F 2022 | Governance
Sanjiv Mehta President, Unilever, South Asia, and CEO & Managing Director, Hindustan Unilever Nitin Paranjpe Chief People and Transformation Officer, and Chair of Hindustan Unilever Richard Slater Chief R&D Officer Nationality Indian Age 62, Male Appointed to ULE May 2019 Joined Unilever 1992 Nationality Indian Age 59, Male Appointed to ULE October 2013 Joined Unilever 1987 Nationality British Age 45, Male Appointed to ULE April 2019 Joined Unilever 2019 Current external appointments: Air India Limited (independent Board Director); Board of Indian School of Business (Director); Federation of Indian Chambers of Commerce and Industry (Senior Vice President); Breach Candy Hospital Trust (member); South Asia Advisory Board of Harvard Business School (member); Xynteo’s ‘India 2022’ (Chair). Previous experience: Advisory Network to the High Level Panel for a Sustainable Ocean Economy (Co- Chair); Unilever North Africa and Middle East (Chair and CEO); Unilever Philippines Inc. (Chair and CEO); Unilever Bangladesh Limited (Chair and Managing Director). Current external appointments: Heineken N.V. (Member of the Supervisory Board). Previous experience: Foods & Refreshment (President); Home Care (President); Unilever South Asia (EVP) and Hindustan Unilever Limited (CEO); Home and Personal Care India (EVP); Home Care India (VP); senior positions in Laundry and Household Care. Previous experience: GSK (Head of R&D, Consumer Healthcare); Reckitt Benckiser (Head of R&D, Consumer Healthcare); Reckitt Benckiser (Global Group Director/VP R&D Personal Care; Global Director R&D Aircare, Analgesics and New Brands); Boots Healthcare (various roles). Peter ter Kulve President, Home Care Maria Varsellona Chief Legal Officer & Group Secretary Nationality Dutch Age 58, Male Appointed to ULE May 2019 Joined Unilever 1988 Nationality Italian Age 52, Female Appointed to ULE April 2022 Joined Unilever 2022 Previous experience: Unilever South East Asia & Australasia (President) and Chief Digital Transformation & Growth Officer; Corporate Transformation (EVP); Unilever Benelux (Chair and EVP); Unilever Ice Cream (Global Head & EVP); various brand and channel management roles. Previous experience: Chief Legal Officer and Company Secretary ABB; Chief Legal Officer Nokia Group; General Counsel Nokia Siemens; General Counsel Tetra Laval Group; variety of senior global legal roles in General Electric Oil & Gas. Unilever Leadership Executive (ULE) Unilever Annual Report on Form 20-F 2022 | Governance 83
Unilever's structure Unilever PLC (Unilever), incorporated in England and Wales in 1894, is the parent company of the Unilever Group. Unilever’s shares are traded through its premium listing on the London Stock Exchange and its listing on the Amsterdam Exchange Index on Euronext. Unilever’s shares are also traded on the New York Stock Exchange in the form of American Depositary Receipts. Unilever’s governance framework To facilitate its oversight role, and to ensure that it retains decision-making power over material matters, the Board has put in place a governance framework to support the creation of long-term value for stakeholders. The Board discharges some of its responsibilities directly and others through four principal Committees (Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee, and the Corporate Responsibility Committee) which it has established to provide dedicated focus on particular areas. The Reports of each of these Committees can be found on pages 100, 112, 95 and 105. The Report of the Audit Committee includes a description of the risk management and internal control arrangements for the Group. In addition, there are two management committees, the Unilever Leadership Executive (ULE) and the Disclosure Committee. Board The Board's primary role is to ensure the long-term sustainable success of Unilever for the mutual benefit of all our stakeholders. Independent oversight and rigorous challenge Nominating and Corporate Governance Committee (NCGC) Audit Committee (AC) Corporate Responsibility Committee (CRC) Compensation Committee (CC) Reviews the composition of the Board and Committees and makes recommendations to the Board on suitable candidates for appointment to the Board and Committees. Assists the Board on Board and senior management succession planning, conflicts of interest and independence. Responsible for monitoring the integrity of Unilever's financial statements and for ensuring the effectiveness of the internal audit function, internal controls and risk management processes, and managing the relationship with the external auditor. Oversees Unilever's conduct as a responsible and ethical global business, reviews sustainability-related risks and reputational matters and provides guidance and recommendations to the Board on sustainability and reputational matters. Determines the remuneration framework/policy for the Executive Directors and ULE. Considers alignment with regulation, market practice and principles of good governance and ensuring remuneration is linked to corporate and individual performance. Also reviews remuneration- related workforce policies and practices. CEO & ULE The CEO, supported by the ULE, is responsible for ensuring delivery of the Group's strategy, business plans and financial performance. Disclosure Committee Responsible for overseeing the accuracy, materiality and timeliness of disclosure of financial and other public announcements and evaluates and oversees the adequacy of Unilever's disclosure controls and procedures. Corporate Governance 84 Unilever Annual Report on Form 20-F 2022 | Governance
The Board has ultimate responsibility for the development of strategy, material acquisitions and divestments, material capital expenditure, the Company’s capital structure and other financing matters, oversight of policies, procedures and internal controls, setting and monitoring the Group’s culture and promoting ethical behaviour. A summary of the activities of the Board during the year is provided in later pages of this Annual Report and Accounts together with reports from each of the Committees. In addition, the schedule of matters reserved for the Board, a comprehensive summary of how the Board operates and the terms of reference for the four principal Committees and the Disclosure Committee are available on the Company’s website in the Governance of Unilever. (www.unilever.com/board-and- management-committees) The Chair leads the Board and is responsible for its overall effectiveness in directing the Unilever Group. The Chair sets the Board’s agenda, ensures the Directors receive accurate, timely and clear information, promotes and facilitates constructive relationships and effective contribution of all the Executive and Non-Executive Directors, and promotes a culture of openness and debate. The Non-Executive Directors provide constructive challenge, strategic guidance, specialist advice and hold management to account. The Group Secretary supports the Board to ensure that it has the policies, processes, information, time and resources it needs to function effectively and efficiently. Board and Committee meetings There were six scheduled Board meetings in 2022 and an additional five meetings were convened to discuss strategic and transactional matters. Two scheduled Board meetings were held outside the UK in the US and Singapore, at which time the Board visited local operations and met with the local management teams and the workforce. The remainder of the meetings were held in the UK. When there is a Board meeting, the Non-Executive Directors usually also meet without the Executive Directors present. The Chair, or in his absence the Senior Independent Director (SID), chairs such meetings. Attendance during the year at each of the Committees' meetings is also set out below. Further information is provided in the relevant Committee reports. Site visits In addition to the formal Board meetings, several Non-Executive Directors visited Unilever sites in India, Indonesia and Vietnam in order to better understand the businesses in these countries. These site visits allow the Non-Executive Directors to observe the Group's operations in action, they reinforce their knowledge and enable them to experience first-hand the culture of the Group. The site visits involve intensive itineraries. The Non- Executive Directors receive presentations on a variety of topics, including strategy, business and financial performance, distribution and marketing. The Non- Executive Directors meet with local management teams, they visit markets and stores where Unilever products are sold and meet, where possible, with external stakeholders. Local workforce engagement sessions are also organised wherever possible. Such sessions took place in the US, Indonesia, Vietnam and Singapore in 2022. Board and Committee attendance Position Board NCGC AC CRC CC Chair Nils Andersen 6/6 4/4 – – 8/8 Non-Executive Directors Judith Hartmann 6/6 – 8/8 – – Adrian Hennah 6/6 – 8/8 – – Andrea Jung 6/6 4/4 – – 8/8 Susan Kilsby 6/6 – 8/8 – – Ruby Lu 6/6 4/4 – – 8/8 Strive Masiyiwa 6/6 – – 3/4 – Youngme Moon 6/6 – – 4/4 – Nelson Peltz1 3/3 – – – 3/3 Hein Schumacher2 2/2 – 2/2 – – Feike Sijbesma 6/6 4/4 – 4/4 – Executive Directors Alan Jope 6/6 – – – – Graeme Pitkethly 6/6 – – – – Former Directors Laura Cha3 3/3 1/2 – – 3/4 John Rishton3 3/3 – 4/4 – – 1. Appointed as Non-Executive Director 20 July 2022 2. Appointed as Non-Executive Director 4 October 2022 3. Stepped down as Non-Executive Director 4 May 2022 Corporate Governance Unilever Annual Report on Form 20-F 2022 | Governance 85
Board focus During the year, the Board considered a comprehensive programme of regular matters drawn from the schedule of matters reserved for the Board and the immediate and prospective operating environment. The schedule below is not exhaustive and demonstrates the breadth of oversight provided by the Board. Some of the Board's key decisions in 2022 are discussed in more detail on page 87. Strategy and business plan ■ implemented and monitored the transition to the Compass Organisation resulting in a category-led and market- focused business model; ■ approved the acquisition of Nutraceutical Wellness Inc; ■ discussed the proposed acquisition of the consumer healthcare business of GSK and Pfizer with the ultimate decision not to continue with its proposed offer; ■ reviewed the Unilever strategy at Business Group level; and ■ reviewed the R&D strategy including the Group's innovation pipeline. Operational performance and financial management ■ regularly reviewed Unilever Group operational and financial performance and delivery against strategic objectives, business plans including budget and forecast, financial and non-financial KPIs and against analysts’ consensus and market guidance; ■ considered and approved quarterly dividends; ■ significant shareholders of PLC considered and approved a share buyback programme of up to €3bn over 2022 and 2023; and ■ considered and approved the issuance of new shares to be used to settle the vesting of share awards granted to employees under various employee share plans. Governance and external reporting ■ considered feedback from the Audit Committee in relation to significant judgements, fair, balanced and understandable assessment, going concern basis of preparation and viability statement; ■ approved half- and full-year results and annual report and accounts; ■ approved the notice of meeting for the AGM; ■ approved the Governance of Unilever and Committee terms of reference; and ■ considered the work of the Nominating and Corporate Governance Committee on Board composition and succession planning and approved the appointments of Nelson Peltz and Hein Schumacher as independent Non-Executive Directors. Society and sustainability ■ considered and approved the Modern Slavery Act Statement; ■ considered and supported commitments by management on Nutrition to report the performance of our foods products against nutrition standards; and ■ reviewed the sustainability strategy and performance, including review of the regulatory development of sustainability reporting requirements and the Group's sustainability KPIs. Political and regulatory environment ■ received updates from various external speakers on the macro environment from economic, social and political perspectives and global security issues; and ■ received updates on emerging legislation and regulation. Culture and stakeholders ■ reviewed the 2022 workforce engagement programme covering both employees and employee representatives and considered feedback from the sessions; and ■ regularly reviewed investor feedback reports and analysts' reports. Risk and internal controls ■ considered feedback from the Audit Committee on its assessment of the ongoing effectiveness of the Group’s internal controls; and ■ reviewed the findings from the assessment of the Group’s register of principal risks and focus risks and approved the related risk management plans. Corporate Governance 86 Unilever Annual Report on Form 20-F 2022 | Governance
Key decisions by the Board including Section 172 considerations The table below shows some of the key decisions of the Board in 2022. The Directors confirm that the deliberations of the Board incorporated appropriate consideration of the matters detailed in Section 172 of the Companies Act 2006. As stewards of the Company, the Board recognises that having regard to the needs and expectations of stakeholders is crucial, as it ensures that Unilever is well positioned to deliver long-term sustainable growth for the benefit of all its stakeholders. Strategy and business plan Background The Compass Organisation, announced in January 2022, created a simpler organisation with five category-focused business groups. Business plans are designed to unlock value from operational efficiency and predicated on resources being prioritised towards higher growth categories and markets that have the greatest long-term potential for Unilever. Unilever’s acquisition and disposal activity is driven by this same strategic objective. In January 2022, the Board decided not to continue with its proposed offer to acquire the consumer healthcare business of GSK and Pfizer. In May 2022, the Board approved the acquisition of an increased equity interest of up to a total of 80% in Nutraceutical Wellness Inc. (Nutrafol brand). Nutrafol is a premium brand that has developed a range of clinically tested hair products aimed at consumers experiencing hair loss and other hair wellness issues. Stakeholder considerations The Compass Organisation takes into account the interests of shareholders in its aims to create value for shareholders. It takes into account customers and consumers and the additional focus that the new organisational structure can bring to those groups. Suppliers will also continue to benefit from the scale of requirements that the Group can bring and overall covenant of the Group. Following the proposed offer for the consumer health business of GSK and Pfizer becoming public, the Board took into account investor attitudes to the proposal in its decision not to continue with its proposed offer. The Board concluded that Unilever’s ongoing strategy of organic growth and bolt-on acquisitions in relevant, higher value Business Group categories would continue to deliver long-term sustainable value for Unilever’s shareholders and wider stakeholders. In evaluating the acquisition of Nutrafol, the Board considered the alignment of the acquisition with Unilever’s strategy, the potential financial returns on investment, and whether the commercial terms of the acquisition were in the interests of shareholders as a whole. The Board agreed that Nutrafol was a good strategic fit for the Company. The Board also considered the employees of Nutrafol in their deliberations, including how best to preserve the entrepreneurial culture and drive that the founders of Nutrafol had created. In addition, the Board considered how best to minimise disruption during integration into Unilever, as well as ways to support and retain Nutrafol employees. Society and sustainability Background The Group’s vision is to deliver winning performance by being the global leader in sustainable business. During the year, the Board supported the move to be the first global foods company to publicly report the performance of its product portfolio against six different government-endorsed nutrient profile models as well as its own high nutrition standards. The Board also reviewed the progress in respect of the Group’s progress under its Climate Transition Action Plan (CTAP), which remains at the forefront of our thinking and activities. The regulatory environment continues to evolve in this area as well and the Board continues to support the ULE and our management teams on the CTAP and in its ongoing review and response to sustainability-related regulations together with the measurement of our progress in respect of these. Stakeholder considerations The Group’s vision supports stakeholders in all areas of the business as well as the environment. The commitment to nutritional reporting arose as a result of dialogue and engagement with ShareAction, a non-governmental organisation who had been engaging with Unilever's shareholders. The approach to sustainability assists suppliers in the development of sustainable agriculture. Customers and consumers benefit from products that aim for the highest standards in sustainability. Appointment of new directors Background In May 2022, the Board approved the appointment of Nelson Peltz as a Non-Executive Director of the Board. Nelson Peltz is the chief executive and founding partner of Trian Fund Management, LP, an investment management firm that manages funds which held interests in approximately 1.5% of Unilever’s issued share capital as at the date of his appointment. In addition, in June 2022 the Board announced the appointment of Hein Schumacher as a Non-Executive Director of the Board, with effect from 4 October 2022. It was announced on 30 January 2023 that Hein Schumacher would be appointed CEO of Unilever with effect from 1 July 2023. Stakeholder considerations The Board considered Nelson’s and Hein's extensive experience in the global consumer goods industry and concluded that their appointments to the Board would be beneficial to Unilever and its shareholders and wider stakeholders. Corporate Governance Unilever Annual Report on Form 20-F 2022 | Governance 87
Board commitment All Directors are expected to attend each Board meeting and each Committee meeting of which they are members, unless there are exceptional reasons preventing them from participating. Only members of the Committees are entitled to attend Committee meetings, but others may attend at the Committee Chair’s discretion. Executive Directors attend Committee meetings by invitation only. If Directors are unable to attend a Board or Committee meeting, they have the opportunity beforehand to discuss any agenda items with the Chair or the Committee Chair. Board appointment The report of the Nominating and Corporate Governance Committee on pages 96 and 97 describes the work of the Committee including in relation to Board appointments and recommendations for re-election. The procedure for the nomination and appointment of Directors is also contained within the document entitled ‘Appointment procedure for PLC Directors' which is available on our website. Directors may be appointed by a simple majority vote of shareholders at a general meeting, or on an interim basis by the Board (in which case they will offer themselves for election at the next AGM). Composition, balance and independence of the Board As at 31 December 2022, the Unilever Board comprised 13 Directors: the Chair, two Executive Directors and ten independent Non-Executive Directors. Alan Jope informed the Board of his intention to retire from the Company at the end of 2023. The appointment of Hein Schumacher as CEO with effect from 1 July 2023 was announced in January 2023. The balance of Directors on the Board ensures that no individual or small group of Directors can dominate the decision-making process. The biographies on pages 80 to 81 and the table on page 98 in the Nominating and Corporate Governance Committee Report demonstrate a diverse Board with a broad range of sector experience, skills and knowledge. The Board carries out an annual review of the performance of the Directors in addition to a thorough review of the Non- Executive Directors’ and their related or connected persons’ relevant relationships in line with the best practice guidelines in the UK and US. The criteria chosen by the Board to assess the independence of the Non-Executive Directors, which is set out in detail in the Governance of Unilever, includes in summary: ■ no additional remuneration or other benefits from any Group company; ■ no material business relationships within the last three years, including shareholder, customer, adviser and supplier relationships, with any Group company; ■ no cross-directorships or significant links with other Directors through involvement in other companies or bodies; ■ not more than nine years of service on the Board in normal circumstances; ■ not a former employee of any Group company within the last five years; ■ no close family ties with any of Unilever’s advisers, Directors or senior management; and ■ no significant shareholdings in Unilever or any Group company. All the Non-Executive Directors are considered to have the appropriate skills, knowledge, experience and character to bring objective and constructive judgement and valuable insights to the Board’s deliberations. The Board has concluded that all the Non-Executive Directors were independent during the period covered by this report. The Chair was considered to be independent on appointment and is committed to ensuring that the Board continues to comprise a majority of independent Non-Executive Directors. Conflicts of interest Directors have a statutory duty to avoid actual or potential conflicts of interest. The Board ensures that there are effective procedures in place to avoid conflicts of interest by Directors. A Director must without delay report any conflict of interest or potential conflict of interest to the Chair and to the other Directors and the Company Secretary, or, in case any conflict of interest or potential conflict of interest of the Chair, to the SID, the other Directors and the Company Secretary. The Director in question must provide all relevant information to the Board, so that the Board can decide whether a reported (potential) conflict of interest of a Director qualifies as a conflict of interest within the meaning of the relevant laws. Unless authorised by the Board, together with compliance with any restrictions that have been required of such a Director, a Director may not take part in the decision-taking process of the Board in respect of any situation in which he or she has a conflict of interest. The Board consider the procedures that have been put in place to deal with conflicts of interest operate effectively. The interests of new Directors are reviewed during the recruitment process and authorised (if appropriate) by the Board at the time of their appointment. Directors have a continuing duty to update the Board on any changes to their external appointments which are also reviewed by the Board on a regular basis. Unilever recognises that the Executive Directors acting as directors of other companies is beneficial from a personal development perspective and therefore also beneficial to the Group. The number of external directorships of listed companies is generally limited to one per Executive Director to reduce the risk of excessive commitment and prior approval is required from the Chair. Board evaluation Each year, the Board formally assesses its own performance, including with respect to its composition, diversity and how effectively its members work together to achieve objectives. The last external evaluation was performed in 2019. In December 2022 and January 2023, an independent third-party consultant, No 4, facilitated a self-evaluation of the Board’s effectiveness. The evaluation consisted of individual interviews with each of the Directors followed by a Board discussion in February 2023, covering both the outcome of the evaluation and the proposed actions to enhance the effectiveness of the Board. The outcome of such discussions is taken into account in the assessment of Directors when proposals for the re-election of Directors is considered. The Chairman’s statement on pages 78 and 79 describes the key actions agreed by the Board following the evaluation. The evaluation of the Board’s principal Committees was performed under the supervision of the respective Chairs and the Chief Legal Officer & Group Secretary, taking into account the views of respective Committee members and the Board members. The key actions arising from these Committee evaluations can be found in each of the Committee Reports. Corporate Governance 88 Unilever Annual Report on Form 20-F 2022 | Governance
Some of the key actions agreed by the Board following the evaluation of the Board relate to succession planning. Board succession and executive leadership succession with a continued focus on driving diversity, especially gender, and inclusion remain key. In addition, the Board will continue to work with the executive leadership team to focus on the retention of skilled, high potential individuals across the Group. Board induction and training All new Directors participate in a comprehensive induction programme when they join the Board. The induction programme typically includes visits to the Group’s businesses, meetings with other Board Directors, senior executives and managers, advisers and the Group's internal and external auditors. This is supplemented with a wide range of information including historical Board and Committee papers, internal and external reports and presentations covering the key commercial, operational, financial and functional areas of the Group and relevant policies and governance procedures. The Chair ensures that ongoing training is provided for Directors by way of site visits, presentations and circulated updates at and between Board and Committee meetings. The training covers, among other things, Unilever’s business, environmental, social, corporate governance, regulatory developments and investor relations matters. For example, in 2022 the Directors received presentations on directors' duties and Unilever's Code of Business Principles. In addition, outside of the scheduled Board meetings, several Directors visited Unilever businesses and met with local management in India, Indonesia and Vietnam. Workforce engagement The Board believes that taking into account feedback from the workforce widens the diversity of its views when making business decisions. In view of Unilever’s global footprint and scope of operations, the Board decided that the most effective way of organising its engagement with employees was to share the responsibility among all Non-Executive Directors. Unilever’s Workforce Engagement Policy provides for workforce engagement in a variety of ways such as face-to-face engagement sessions with Non-Executive Directors, engaging with employee representatives, townhall meetings, site visits, employee engagement surveys such as UniVoice (see page 27 for further information) and regular 'Your Call' sessions with the CEO. These engagement activities cover the entire workforce demographic in terms of geography, all business groups, length of service, work level/seniority and supply chain and office staff. In 2022, Non-Executive Directors participated in ten workforce engagement events, both virtually and in person, in the UK as well as in Singapore, Vietnam and North America. A wide range of topics were discussed including those that are personal to the workforce and those of a more business and strategic nature. Topics included agile working; reward and performance culture; hybrid working; equality, diversity and inclusion; safety; growth businesses; innovation in marketing; consumer data; and the Compass Organisation transformation. Perspectives from the workforce have been taken into consideration in decision making. For example, UniVoice results from 2021 indicated challenges around operational effectiveness within a matrix structure. The design of the Compass Organisation in 2022 looked to address some of these issues. Another such example of taking into account feedback through these workforce engagement processes resulted in the introduction of enhanced onboarding procedures of third party service providers in factories, in relation to aligning safety culture and enhanced risk analysis and incident classification. The Board evaluates the effectiveness of workforce engagement on an annual basis and feedback is also sought from employees who take part in the workforce engagement sessions, thereby creating a feedback loop between the Board and employees. Corporate Governance Unilever Annual Report on Form 20-F 2022 | Governance 89
Shareholder engagement The Board values open and meaningful discussions with our shareholders on all matters. The CFO has lead responsibility for shareholder engagement, with the active involvement of the CEO and supported by the Investor Relations department. In 2022, a total of 550 meetings were held with institutional shareholders based across the world involving the Chair, the CEO, the CFO, the SID and the Investor Relations team. Members of the ULE and the Investor Relations team also met with investors at various industry conferences. In December 2022, Unilever hosted a Capital Markets Day at its London site, the first such event since 2019. There was significant participation with over 70 investors and sell- side analysts present in person, 700+ live webcast views and circa 1,400 recorded webcast views. The CEO, CFO, our five Business Group Presidents, the Chief Business Operations Officer and the Chief Digital & Commercial Officer were amongst the presenters at the event. The Board receives regular briefings on investor reactions to Unilever’s quarterly, half- and full-year results announcements and on any issues raised by shareholders that are relevant to their responsibilities. We maintain a frequent dialogue with our principal institutional shareholders and regularly collect feedback. Private shareholders are encouraged to give feedback via shareholder.services@unilever.com. Our shareholders are also welcome to raise any issues directly with the Chair or the SID, and the Chair, Executive Directors and Chairs of the Committees are also available to answer questions from the shareholders at the AGM each year. General meetings At the AGM, the Chair and CEO give their thoughts on governance aspects of the preceding year, the Group’s strategy together with a review of the performance of the Group over the last year. Shareholders are encouraged to attend the meeting and to ask questions at or in advance of the meeting. The external auditors attend the AGM and are entitled to address the meeting on any part of the business of the meeting which concerns them as auditors. Following the lifting of Covid-related restrictions on gatherings, Unilever’s AGM in 2022 was a physical meeting and the proceedings were also streamed via a live webcast for shareholders. The SID, Committee Chairs and Directors appointed at the last AGM were also present and following the statements from the Chair and CEO, the questions submitted by shareholders prior to the meeting and received during the meeting were addressed. All 21 resolutions were put to a poll at the 2022 AGM to ensure an exact and definitive result and to facilitate maximum participation by Unilever’s geographically spread shareholders. All 21 resolutions were passed with in excess of 90% votes cast in favour. The 2023 AGM will be held on 3 May 2023 at Unilever House, Springfield Drive, Leatherhead, KT22 7GR. The Notice of AGM and other documentation are enclosed with this Annual Report and Accounts or are available on the Company’s website at www.unilever.com for those shareholders who have opted for electronic communication. Corporate Governance 90 Unilever Annual Report on Form 20-F 2022 | Governance
Additional disclosures Results and dividends Unilever PLC publishes financial information on a quarterly basis and these reports can be found at www.unilever.com. Details of the quarterly dividends for the financial year ended 31 December 2022 are provided on page 225. Articles of Association The current Articles of Association (Articles) were approved by shareholders at the 2021 AGM and adopted with effect from 5 May 2021. The Articles may only be amended by a special resolution of the shareholders. The Articles can be found on the Company's website at www.unilever.com. Disclosure of information to the external auditor Each of the Directors who held office at the date of approval of this report confirm that, so far as they are aware, there is no relevant audit information (being information needed by the auditor in connection with preparing their audit report), of which the Company’s auditor is unaware, and each of the Directors has taken all the steps that they ought reasonably to have taken as a Director in order to make themselves aware of any relevant audit information and to establish that the Company’s auditor is aware of that information. This confirmation is given and should be interpreted in accordance with the provisions of Section 418 of the Companies Act 2006. Directors The Company’s Directors who served during the financial year ending 31 December 2022 are provided on pages 80 to 81. Alan Jope informed the Board of his intention to retire from the Company at the end of 2023. Laura Cha and John Rishton decided not to seek re-election at the 2022 AGM. The Board approved the appointments of Nelson Peltz and Hein Schumacher as Non-Executive Directors with effect from 20 July 2022 and 4 October 2022 respectively. In January 2023, Unilever announced the appointment of Hein Schumacher as CEO with effect from 1 July 2023 at which time Alan Jope will step down as CEO and as a Director. Appointment of Directors The rules governing the appointment and retirement of Directors are set out in the appointment procedure for PLC Directors available on the Company’s website and are summarised in the report of the Nominating and Corporate Governance Committee. All Directors must submit themselves for election or re-election as the case may be each year at the AGM. At the 2023 AGM, all Directors will offer themselves for election or re-election. Details of the Directors standing for election or re-election are set out in the 2023 Notice of AGM. Information on the service agreements of Executive Directors can be found in the Directors’ Remuneration Report on pages 109 to 131. The letters of appointment of the Non-Executive Directors are available for inspection at the Company’s registered office. Directors’ share interests Details of the Directors’ interests in shares can be found in the Directors’ Remuneration Report on page 121. Contracts of significance During the year, no Director had any interest in any shares or debentures in the Company’s subsidiaries, or any material interest in any contract with the Company or a subsidiary being a contract of significance in relation to the Company’s business. No member of the Group is party to any significant agreement that takes effect, alters or terminates upon a change of control or following a takeover of Unilever PLC. In addition, there are no agreements providing for compensation for loss of office or employment as the result of a takeover of Unilever PLC. There are no controlling shareholders of Unilever PLC. Powers of the Directors The Board of Directors is responsible for the management of the business of the Company and may exercise all powers of the Company subject to applicable legislation and regulation and the Company’s Articles. The Board has delegated certain of its powers, authorities and discretions to the CEO, CFO and to the Board Committees. Detailed information on the responsibilities and authorities of each of these is available in the Governance of Unilever on the Company's website. In addition, information on the Board's and the Committee's responsibilities and activities in the year to 31 December 2022 are available on pages 86, 96, 101, 106 and 112. Directors’ indemnities and Directors’ and Officers' insurance The power to indemnify Directors, together with former Directors, the Company Secretary and the directors of subsidiary companies, is provided for in the Company's Articles of Association. Unilever maintains appropriate D&O insurance to the extent permitted by law. In addition, Unilever has granted indemnities to each Director and the Company Secretary, together with former Directors and Company Secretaries of Unilever and the directors of subsidiary companies, whereby the Company indemnifies these individuals in respect of any proceedings brought by third parties against them personally in their capacity as Directors or Officers of the Company or any Group company. The Company would also fund ongoing costs in defending a legal action as they are incurred rather than after judgement has been given. In the event of an unsuccessful defence in an action against them, individual Directors would be liable to repay the Company for any damages and to repay defence costs to the extent funded by the Company. Neither the indemnity, nor the D&O insurance cover provides cover in the event a Director or Officer is proved to have acted fraudulently or dishonestly. In addition, the Company provides indemnities (including, where applicable, a qualifying pension scheme indemnity provision) to the Directors of three subsidiaries, each of which acts or acted as trustee of a Unilever UK pension fund. Appropriate trustee liability insurance is also in place. Corporate Governance Unilever Annual Report on Form 20-F 2022 | Governance 91
Political donations At the 2022 AGM, shareholders passed a resolution to authorise the Company and its subsidiaries to make political donations to political parties or independent election candidates, to other political organisations, or to incur political expenditure (in each case as defined in the Companies Act 2006). As the authority granted at the 2022 AGM will expire, renewal of this authority will be sought at this year’s AGM. Further details are available in the Notice of AGM, available on the Company’s website. It is the policy of the Company not to make such political donations or to incur political expenditure (within the ordinary meaning of those words) and the Directors have no intention of changing that policy. However, as the definitions used in the Companies Act 2006 are broad, it is possible that normal business activities, which might not be thought to be political donations or expenditure in the usual sense, could be caught. On that basis, the authority is sought purely as a precaution. Shares Share capital Unilever’s issued share capital on 31 December 2022 was made up of £81,798,695 split into 2,629,243,772 ordinary shares of 31/9p each and each carrying one vote. A total of 97,193,750 Unilever ordinary shares were held in treasury as at 31 December 2022. Share issues and purchase of shares At the 2022 AGM held on 4 May 2022, Unilever’s Directors were authorised to: ■ issue new shares, up to a maximum of £26,559,400 nominal value (which at the time represented approximately 33% of Unilever’s issued ordinary share capital); ■ disapply pre-emption rights up to a maximum of £3,984,879 nominal value (which at the time represented approximately 5% of Unilever’s issued ordinary share capital) for general corporate purposes and an additional 5% authority in connection with an acquisition or specified capital investment; and ■ make market purchases of its ordinary shares, up to a maximum of 256,262,000 ordinary shares (which at the time represented just under 10% of PLC’s issued ordinary share capital) and within the price limits prescribed in the resolution. Unilever commenced a share buyback programme in 2022. The aggregate market value of the share buyback programme is up to €3 billion to be completed in 2022 and 2023. The purpose of the share buyback programme is to reduce the capital of Unilever. In 2022, Unilever bought back 34,217,605 Unilever ordinary shares of 31/9p each in two tranches, the total consideration for which was €1.5bn. These shares were held in treasury as at 31 December 2022, representing 1.30% of Unilever’s issued share capital. Outside of this share buyback programme, no other company within the Group purchased any Unilever ordinary shares or American Depositary Shares during 2022. Right to hold and transfer ordinary shares Unilever’s constitutional documents place no limitations on the right to hold or transfer Unilever ordinary shares. There are no limitations on the right to hold or exercise voting rights on the ordinary shares of Unilever imposed by English law. Unilever is not aware of any agreements between holders of securities which may result in restrictions on transfer or voting rights. Right to receive dividends The employee benefit trust, established by the Company to facilitate the settlement of various share plan awards, waives its entitlement to receive dividends in respect of shares that are the beneficial property of the trust. Listings Unilever has ordinary shares listed on the London Stock Exchange (ULVR), on Euronext Amsterdam (UNA) and, as American Depositary Receipts1 (UL), on the New York Stock Exchange. 1. One American Depositary Receipt represents one PLC ordinary share with a nominal value of 31/9p. Significant shareholders of Unilever As far as Unilever is aware, the only holders of more than 3% of, or 3% of voting rights attributable to, Unilever’s ordinary share capital (‘Disclosable Interests’) on 31 December 2022, was BlackRock, Inc. with a shareholding of 8.9% and Vanguard Holding with a shareholding of 4.6%. No Disclosable Interests have been notified to Unilever between 1 January 2023 and 21 February 2023 (the latest practicable date for inclusion in this report). As far as Unilever is aware, between 1 January 2020 and 21 February 2023, (i) BlackRock, Inc.,(ii) Vanguard Holding, and (iii) the aggregated holdings of the trustees of the Leverhulme Trust and the Leverhulme Trade Charities Trust, have held more than 3% of, or 3% of voting rights attributable to, Unilever’s ordinary shares. Accounting policies, financial instruments and risk Details of the Group’s accounting policies, together with details of financial instruments and risk, are provided in note 1, 16 and 18 to the Financial Statements. Branch offices Details of the Unilever Group's branches are listed on page 214. Employment of disabled people Disability inclusion is deeply important to Unilever. Unilever has made a commitment to have 5% of our workforce to be made up of people with disabilities by 2025. It is critical that our brands live up to our values by understanding the lives, experiences and stereotypes facing persons with disabilities and reflecting their stories in our brand communications. In addition, Unilever has a range of employment policies which clearly detail the standards, processes, expectations and responsibilities of its people and the organisation. These policies are designed to ensure that everyone – including those with existing or new disabilities and people of all backgrounds – is dealt with in an inclusive and fair way from the recruiting process and ongoing through their career at Unilever. This includes access to appropriate training, development opportunities or job progression. Further details can be found on pages 27 and 28. Corporate Governance 92 Unilever Annual Report on Form 20-F 2022 | Governance
Employee share plans The Company operates a number of employee share plans, details of which are set out in note 4C and in the Directors’ Remuneration Report on pages 113 to 114. Stakeholder engagement The Group’s stakeholders are our shareholders, our workforce, consumers, customers, our suppliers and business partners, and the planet and society as a whole. The Board is aware that its actions and decisions impact our stakeholders. Effective engagement with stakeholders is important to the Board as it strengthens the business and helps to deliver a positive result for all our stakeholders. In order to comply with Section 172 of the Companies Act, the Board is required to take into consideration the interests of stakeholders and it must also include a statement setting out the way in which Directors have discharged this duty during the year. The Group’s stakeholders are identified on pages 62 to 63 and information on how the Directors have had regard to the matters set out in Section 172 can be found on page 87. Further information on workforce engagement can also be found on page 89. 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 note 23 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 2022 up to 21 February 2023 (the latest practicable date for inclusion in this report). Corporate governance compliance We conduct our operations in accordance with internationally accepted principles of good governance and best practice, while ensuring compliance with the corporate governance requirements applicable in the countries in which we operate. Unilever is subject to corporate governance requirements (legislation, codes and/or standards) in the UK and the US and in this section, we report on our compliance against these. United Kingdom In 2022, Unilever has applied the principles and complied with the provisions of the UK Corporate Governance Code. Further information on how Unilever has applied the five overarching categories of principles can be found on the following pages – (i) Board Leadership and Company Purpose: pages 27, 78, 85, 88, 87, 90 and 102; (ii) Division of Responsibilities: pages 85 and 88; (iii) Composition, Succession and Evaluation: pages 88, 89, 96 to 99; (iv) Audit, Risk and Internal Controls: pages 101 to 103; and (v) Remuneration: pages 109 to 131. The UK Corporate Governance Code is available on the Financial Reporting Council’s (FRC) website. Risk Management and Control: Our approach to risk management and systems of internal control is in line with the recommendations in the FRC’s revised guidance ‘Risk management, internal control and related financial and business reporting’ (the Risk Guidance). It is Unilever’s practice to review acquired companies’ governance procedures and to align them to the Group’s governance procedures as soon as is practicable. Greenhouse Gas (GHG) Emissions: Information on GHG emissions can be found on pages 39 and 41. Employee Involvement and Communication: Unilever’s UK companies maintain formal processes to inform, consult and involve employees and their representatives. A National Consultative Forum comprising employees and management representatives from key locations meets regularly to discuss issues relating to Unilever sites in the UK. We recognise collective bargaining on a number of sites and engage with employees via the Sourcing Unit Forum, which includes national officer representation from the three recognised trade unions. A European Works Council, embracing employee and management representatives from countries within Europe, has been in existence for several years and provides a forum for discussing issues that extend across national boundaries. Further details on how the Board has engaged with the workforce can be found on pages 89 to 90. Equal Opportunities and Diversity: Consistent with our Code of Business Principles, Unilever aims to ensure that applications for employment from everyone are given full and fair consideration and that everyone is given access to training, development and career opportunities. Every effort is made to reskill and support employees who become disabled while working within the Group. United States Unilever is listed on the New York Stock Exchange (NYSE). As such, Unilever must comply with the requirements of US legislation, regulations enacted under US securities laws and the Listing Standards of the NYSE, that are applicable to foreign private issuers, copies of which are available on their websites. We comply with the Listing Standards of the NYSE applicable to foreign private issuers. We are required to disclose any significant ways in which our corporate governance practices differ from those required of US domestic companies listed on the NYSE. Our corporate governance practices are primarily based on the requirements of the UK Listing Rules and the UK Corporate Governance Code but substantially conform to those required of US domestic companies listed on the NYSE. The only significant way in which our corporate governance practices differ from those required of US domestic companies under Section 303A Corporate Governance Standards of the NYSE is that the NYSE rules require that shareholders must be given the opportunity to vote on all equity-compensation plans and material revisions thereto, with certain limited exemptions. The UK Listing Rules Corporate Governance Unilever Annual Report on Form 20-F 2022 | Governance 93
require shareholder approval of equity compensation plans only if new or treasury shares are issued for the purpose of satisfying obligations under the plan or if the plan is a long- term incentive plan in which a director may participate. Amendments to plans approved by shareholders generally only require approval if they are to the advantage of the plan participants. Attention is drawn to the Report of the Audit Committee on pages 100 to 104. In addition, further details about our corporate governance are provided in the document entitled 'The Governance of Unilever’ which can be found on our website. All senior executives and senior financial officers have declared their understanding of and compliance with Unilever’s Code of Business Principles and the related Code Policies. No waiver from any provision of the Code of Business Principles or Code Policies was granted in 2022 to any of the persons falling within the scope of the SEC requirements. The Code of Business Principles and related Code Policies are published on our website. Risk Management and Control: Following a review by the Disclosure Committee, Audit Committee and Board, the CEO and the CFO concluded that the design and operation of the Group’s disclosure controls and procedures, including those defined in the US Securities Exchange Act of 1934 – Rule 13a – 15(e), as at 31 December 2022 were effective. Unilever is required by Section 404 of the US Sarbanes-Oxley Act of 2002 to report on the effectiveness of its internal control over financial reporting. This requirement is reported on within the section entitled ‘Management’s Report on Internal Control over Financial Reporting’ on page 234. Pages 77 to 108 of the Annual Report and Accounts also form part of this Directors' Report. Corporate Governance 94 Unilever Annual Report on Form 20-F 2022 | Governance
Nils Andersen Chair of the Nominating and Corporate Governance Committee On behalf of the Board, I am pleased to present the Report of the Nominating and Corporate Governance Committee for the year ended 31 December 2022. The role of the Committee is vitally important in ensuring that Unilever has a strong, diverse and high-performing Board and executive leadership team, now and in the future. An integral part of the Committee’s work this year has been on succession planning, at both Board and senior management level. In addition, the Committee has continued to monitor the changes brought about by the Compass Organisation, including related succession plans and initiatives to develop the talent pipeline. 2022 was a year of considerable change around the Board table for Unilever. Laura Cha and John Rishton stepped down from the Board at the Company’s AGM in May 2022, each having served nine years on the Board. On behalf of the Committee, I would like to thank Laura and John for their service to Unilever. We welcomed two new independent Non- Executive Directors to the Board: Nelson Peltz in July 2022 and Hein Schumacher in October 2022. Nelson brings extensive sector experience, which I am certain will provide additional rigour and challenge, thereby enhancing the effectiveness of the Board. In September 2022, Alan Jope informed the Board of his decision to retire from Unilever at the end of 2023. Following this news, the Committee oversaw an extensive global search process for Alan’s successor, further details of which are set out on page 97. Upon conclusion of this process, I am delighted that the Committee was able to recommend to the Board the appointment of Hein Schumacher as CEO, effective from 1 July 2023. We believe that Hein is a dynamic, values-driven business leader with a diverse background of experiences and an excellent track record of delivery in the global consumer goods industry. He has exceptional strategic capabilities, proven operational effectiveness, and strong experience in both developed and developing markets. On behalf of the Committee, I would like to thank all members of the Board for their active engagement in and contribution to the process to appoint Hein as Alan's successor. An integral part of the Committee’s work this year has been on succession planning. A further focus of the Committee in 2022 was on diversity and inclusion, both at Board level and in senior management. A diverse and inclusive workplace is a priority for the Board and Committee, and it underpins appointment and recruitment processes at all levels in Unilever. As at 31 December 2022, the Board was 38% female, exceeding the FTSE Women Leaders Review target of 33%. The Committee is pleased that the Board has exceeded the Financial Conduct Authority’s (the 'FCA') diversity targets published in April 2022 in respect of a) at least one of the senior board positions (Chair, CEO, CFO or Senior Independent Director) being a woman; and b) at least one member of the board being from an ethnic minority background (excluding white ethnic groups and as set out in the categories used by the Office for National Statistics). Andrea Jung was appointed as the Company’s Senior Independent Director on 5 May 2021, and the Board has continued to exceed ethnicity targets set by the FCA and Parker Review for several years. We have a similarly diverse Unilever Leadership Executive as shown on pages 82 – 83. The Committee will continue its work to reach the FCA target of at least 40% of the Board to be female and is committed to making further progress on gender diversity at all levels of the organisation. As regards the Committee's other priorities for 2023, we will continue to focus on Board succession planning, especially as a number of independent Non-Executive Directors are approaching nine years of service on the Board. The Committee will also continue to monitor the implementation and effectiveness of the Compass Organisation, and consider succession planning for the Unilever Leadership Executive. I would like to thank the members of the Committee for their continued commitment and contribution throughout the year. Nils Andersen Chair of the Nominating and Corporate Governance Committee Report of the Nominating and Corporate Governance Committee Unilever Annual Report on Form 20-F 2022 | Governance 95
Committee members and attendance Attendance Nils Andersen Chair 4/4 Andrea Jung 4/4 Ruby Lu 4/4 Feike Sijbesma 4/4 Laura Cha (stepped down as Non-Executive Director 4 May 2022) 1/2 The Chair of the Board, Nils Andersen, chairs the Nominating and Corporate Governance Committee and independent Non- Executive Directors, Andrea Jung, Ruby Lu and Feike Sijbesma are members of the Committee. The Group Secretary is secretary to the Committee. Other attendees, including the CEO and the Chief Transformation Officer & Chief People Officer, attend the meetings when invited to do so. The table above shows attendance at meetings of the Committee in 2022. Attendance is expressed as the number of meetings attended out of the number eligible to be attended. If Directors are unable to attend a meeting, they have the opportunity beforehand to discuss any agenda items with the Committee Chair. Role of the Committee The Nominating and Corporate Governance Committee is primarily responsible for: ■ periodically assessing the structure, size and composition of the Board; ■ evaluating the balance of skills, experience, independence, diversity and knowledge on the Board; ■ ongoing succession planning (including the development of a diverse pipeline for succession); ■ drawing up selection criteria and appointment procedures for Directors; ■ reviewing the feedback in respect of the role and functioning of the Board Committees arising from Board and Board Committee evaluations; ■ periodically reviewing and assessing Unilever’s practices and procedures in relation to workforce engagement; and ■ considering current and developing corporate governance matters, which it brings to the attention of the Board where deemed necessary. The Committee’s terms of reference are set out in the Governance of Unilever, which can be found on the Company’s website. Activities of the Committee During the year, the Committee met on four occasions and its key areas of focus included: ■ review of the composition of the Board and its Committees taking into account the experience, skills, knowledge, diversity and attributes of the Directors and the length of tenure of the Non-Executive Directors resulting in a refreshed view of the Board succession plan. ■ appointed Russell Reynolds to support the Committee in the search for an additional Non-Executive Director, culminating in the appointment of Hein Schumacher, and to identify suitable candidates for the role of CEO. ■ recommended to the Board that Nelson Peltz be appointed to the Board as a Non-Executive Director. ■ following a review of the performance of the Directors and, where relevant their independence, the Committee recommended the election and re-election of all Directors. ■ assessed best practice guidelines and preferences of certain institutional investors in relation to overboarding. ■ reviewed the ULE succession plan and talent pipeline. ■ considered the impact of the Compass reorganisation and the resultant change management issues. ■ conducted annual reviews of the diversity policy applicable to the Board and more widely, workforce engagement activities in the year and the plan for the following year, terms of reference for the Committee and the annual workplan for the Committee. ■ considered the process and timetable for the externally facilitated Board evaluation and maintained oversight of the process (see page 88 and 89 for further information on the Board evaluation). ■ received updates on current and emerging corporate governance legislation, regulation and best practice guidelines including in relation to directors’ duties. ■ considered the Committee’s draft report for inclusion in the 2021 Annual Report and Accounts. Appointment and reappointment of Directors to the Board All Directors (unless they are retiring) are nominated by the Board for election or re-election at the AGM each year on the recommendation of the Committee. The Committee takes into consideration the outcomes of the Chair's discussions with each Director on individual performance and the evaluation of the Board and its Committees. Non-Executive Directors normally serve for a period of up to nine years. The schedule the Committee uses for orderly succession planning of Non- Executive Directors can be found on the Company’s website. On 4 May 2022, Laura Cha and John Rishton stepped down as Non-Executive Directors of the Company, each having served almost nine years on the Board. The Committee proposed the reappointment of all other Directors and the Directors were appointed by shareholders by a simple majority vote at the 2022 AGM. During the year, the Committee considered and recommended to the Board that Nelson Peltz and Hein Schumacher be appointed to the Board as independent Non-Executive Directors. These appointments were effective 20 July 2022 and 4 October 2022 respectively and both will be nominated for election at the Company’s AGM in May 2023. When considering the appointment of Mr Peltz, the Committee paid particular focus to his position as chief executive and founding partner of Trian Fund Management, LP, an investment management firm that manages funds which hold interests in approximately 1.5% of Unilever’s issued share capital. The Committee and subsequently the Board concluded that Mr Peltz’s existing relationship with Trian was not an impediment to determining his independence on appointment to the Board. The Committee also reviews the composition of the Board Committees. During the year, the Committee recommended that Adrian Hennah be appointed Chair of the Audit Committee and Nelson Peltz be appointed a member of the Compensation Committee. During the year, Alan Jope confirmed he intended to step down from the Board as Director and CEO by the end of 2023. The Committee appointed Russell Reynolds to assist it to identify suitable candidates for the position of CEO. Russell Reynolds is an independent executive search firm which has undertaken several executive, non-executive and management searches for the Group. Russell Reynolds do not have any connection to or provide any other services to the Directors or the Group except for normal course recruitment processes. In January 2023, Unilever announced the Report of the Nominating and Corporate Governance Committee 96 Unilever Annual Report on Form 20-F 2022 | Governance
appointment of Hein Schumacher as CEO with effect from 1 July 2023. Alan Jope will step down from the Board on 1 July 2023. The process to search for and appoint a new CEO was managed by the Committee, as summarised below: ■ the Committee agreed the appointment of a search firm who would be best placed to deliver a comprehensive candidate list; ■ a detailed candidate specification was agreed, setting out key responsibilities, experience and personal attributes together with a clearly defined search strategy; ■ a candidate longlist was mapped against the candidate specification taking into account Unilever's Board Diversity Policy; and ■ candidates with the strongest fit were reviewed by the Committee and met with the Chair and SID and preferred candidates were nominated to meet with members of the Board. Overboarding As part of the annual evaluation process for each Director, full consideration was given to the number of external positions held to ensure that the time commitment required did not compromise the Director’s commitment to Unilever. The Committee took into account the views of various investor bodies and certain institutional investors to anticipate any perception of overboarding. The Committee did not identify any instances of overboarding and concluded that all individual Directors had sufficient time to commit to their appointment as a Director of Unilever. The full list of external appointments held by our Directors can be found in their biographies on pages 80 and 81. Board Diversity Policy Unilever has long understood and actively promoted the importance of diversity and inclusion within our workforce. This commitment forms part of Unilever’s Code of Business Principles and is embedded in the way we do business and conduct ourselves at all levels in the organisation. Unilever’s Board Diversity Policy applies to the entire Board, including committees. The policy is reviewed by the Committee each year and is available on the Company’s website in Investors. The policy supports accelerating diverse representation of all levels of leadership under Unilever’s Compass strategy. The policy was considered by the Committee when making appointments to the Board in 2022. The Board supports the recommendations of the FTSE Women Leaders Review on gender diversity and the Parker Review on ethnic diversity. We are proud to have a female SID and we achieved 54% women in management. We are well on our way to achieving the targets set out by the FTSE Women Leaders Review of 40% women on the Board, ULE and senior management. We have exceeded the target set out by the Parker Review with 31% ethnic minority Board membership, see page 98. We also have 46% ethnic minority membership of the ULE, see page 98. Further information on our approach to diversity and inclusion as well as the gender balance of our workforce can be found on pages 28 and 63. Succession planning Board The Committee reviews the adequacy and effectiveness of succession planning processes and the Board reviews the succession plan in conjunction with the Committee. The succession plan is based on merit and objective criteria and is designed to promote diversity. The Board should comprise a majority of Non-Executive Directors who are independent of Unilever, free from any conflicts of interest and able to allocate sufficient time to carry out their responsibilities effectively. With respect to composition and capabilities, the Board should be in keeping with the size of Unilever, its strategy, portfolio, consumer base, culture, geographical spread and its status as a listed company and have sufficient understanding of the markets and business where Unilever is active in order to understand the key trends and developments relevant for Unilever. The Board believes that a diverse Board with a range of views enhances decision- making which is beneficial to the company’s long-term success and is in the interests of Unilever’s stakeholders. The Board seeks to enhance its diversity by objectively considering candidates on the basis of their experience, skills, knowledge, expertise, gender, race, ethnicity, cultural and geographical background and age. As can be seen in the biographies on pages 80 and 81 and the tables on page 98, the Board meets this profile. ULE In conjunction with the Committee, the Board reviews the succession plan for the ULE. In line with the approach to the Board succession plan, the succession plan for the ULE is also based on merit and objective criteria and is designed to promote diversity. Developing an internal talent pipeline for leadership roles is critical for Unilever. The succession plan identifies potential successors who are considered able to fulfil the roles in the short term and those in the longer term. Development initiatives for senior executives are put in place and usually include executive mentoring and coaching. Senior managers and executives are encouraged to take on a non-executive directorship role as part of their personal development. Report of the Nominating and Corporate Governance Committee Unilever Annual Report on Form 20-F 2022 | Governance 97
Skills and experience matrix Nils Andersen Judith Hartmann Adrian Hennah Alan Jope Andrea Jung Susan Kilsby Ruby Lu Strive Masiyiwa Youngme Moon Nelson Peltz Graeme Pitkethly Hein Schumacher Feike Sijbesma Leadership of complex global entities • • • • • • • • • • • • Broad Board experience • • • • • • • • • • • • • Geo-political exposure • • • • • • • • • • • Financial expertise • • • • • • • • • • FMCG/ consumer insights • • • • • • • • • • • Emerging markets • • • • • • • • • • • • • Digital insights • • • Marketing and sales • • • • • Investment banking and transactions • • • Science, tech- nology and innovation • • • • • Purposeful business and sustainability • • • • • • • • HR and remu- neration in international firms • • • • • • • • • Unilever has taken the decision to comply with the FCA Listing Rules and Disclosure Guidance and Transparency Rules (Diversity and Inclusion) Instrument 2022 ahead of April 2022. As shown in the tables set out below, as at 31 December 2022, we have 38% female Board members against the target of 40%. We continue to review this following the retirement of a female Board member at the 2022 AGM. However, the position of Senior Independent Director is held by a female and at least one Board member is from a minority ethnic background. We collect both gender and ethnicity data direct from Board members annually on a self-identifying basis in a questionnaire. This data is used for statistical reporting purposes and provided with consent. Board members are asked to identify their gender and ethnicity based on the categories set out in the tables below. Gender representation on the Board and ULE as at 31 December 2022 Number of Board members Percentage of the Board Number of senior positions on the Board (CEO, CFO, SID and Chair) Number of ULE members Percentage of the ULE Men 8 62 3 10 77 Women 5 38 1 3 23 Other – – – – – Not specified/prefer not to say – – – – – Ethnicity representation on the Board and ULE as at 31 December 2022 Number of Board members Percentage of the Board Number of senior positions on the Board (CEO, CFO, SID and Chair) Number of ULE members Percentage of the ULE White British or other White (including minority-white groups) 9 69 3 7 54 Mixed/Multiple Ethnic Groups – – – 1 8 Asian/Asian British 3 23 1 2 15 Black/African/Caribbean/Black British 1 8 – – – Other ethnic group, including Arab – – – 3 23 Not specified/prefer not to say – – – – – Report of the Nominating and Corporate Governance Committee 98 Unilever Annual Report on Form 20-F 2022 | Governance
Board tenure as at 31 December 2022 Board independence as at 31 December 2022 Committee evaluation A self-assessment was carried out, overseen by the Chief Legal Officer and Company Secretary, which involved completion of a questionnaire. The Committee considered the output from that process at its meeting in January 2023. In addition, the feedback from all the individual Committee self-assessments was consolidated into a single report and reviewed by the Board in conjunction with the feedback from the externally facilitated Board evaluation in order to facilitate a holistic view of the Board’s performance and effectiveness. The Committee concluded it was performing effectively. The evaluation confirmed that succession planning was a key focus area for 2023, both at Board level as well as at executive management level. In addition, the identification, development and retention of skilled, high potential individuals is a priority. These focus areas were included in the Committee’s annual workplan for 2023. Nils Andersen Chair of the Nominating and Corporate Governance Committee Andrea Jung Ruby Lu Feike Sijbesma Report of the Nominating and Corporate Governance Committee Unilever Annual Report on Form 20-F 2022 | Governance 99
Adrian Hennah Chair of the Audit Committee On behalf of the Audit Committee, I am pleased to present the Committee’s report for the year ended 31 December 2022. In 2022, the previous Chair of the Committee, John Rishton retired from the Board at the AGM on 4 May 2022. We also welcomed Hein Schumacher to the Committee. His insights and experiences, especially in the global consumer goods industry, are valuable additions to our Committee. The Committee believes it has carried out its duties effectively throughout the year and to a high standard, providing independent oversight. It has had good support from management and the internal audit team. The core of the work of the Committee has been to ensure the integrity of Unilever’s financial reporting, and the adequacy of its internal control and to oversee how the company manages its principal and emerging risks and its approach to risk appetite. In the area of risk management, we focused this year on cyber security, supply chain resilience, business transformation and data privacy. We also met with management to discuss emerging developments in international taxation, pensions, sustainability reporting and the changes in reporting arising from the Compass reorganisation. We also spent considerable time keeping ourselves updated on the changing regulatory requirements on sustainability and as part of this we reviewed the Annual Progress Report against the Climate Transition Action Plan and the Task Force on Climate-related Financial Disclosures. The Committee also reviewed all significant ethical and compliance matters. This year, we focused on key risks relating to cyber security, third party dependencies, business transformation and data privacy. One of our priorities this year was to undertake an audit tender process to identify the most appropriate external audit firm post 2024. We ran a thorough and competitive process in the first half of 2022 and propose to retain KPMG as Group Auditors subject to AGM approval. In addition to the formal meetings the Committee members have been engaging with the business through market visits and during the year visited USA, India, Indonesia and Vietnam. For 2023, we will continue to focus on the work that is being undertaken to address our cyber security risks and will be reviewing our cyber security controls against the National Institute of Standards and Technology (NIST) framework. We will also continue to engage on non-financial reporting matters especially in the area of sustainability. Other areas of focus will include deep dives on data privacy, supply chain resilience and implementation of future regulatory changes such as the Audit & Assurance Policy. Adrian Hennah Chair of the Audit Committee Report of the Audit Committee 100 Unilever Annual Report on Form 20-F 2022 | Governance
Committee membership and attendance Attendance Adrian Hennah Chair 8/8 Judith Hartmann 8/8 Susan Kilsby 8/8 Hein Schumacher 2/2 The Audit Committee is comprised only of independent Non- Executive Directors with a minimum requirement of three such members. The Audit Committee was chaired by John Rishton until the AGM on 4 May 2022 at which time he was succeeded by Adrian Hennah. The other Committee members are Judith Hartmann, Susan Kilsby and Hein Schumacher, who joined the Board and the Audit Committee on 4 October 2022. The Board is satisfied that the members of the Audit Committee are competent in financial matters and have recent and relevant experience. For the purposes of the US Sarbanes-Oxley Act of 2002, Adrian Hennah is the Audit Committee’s financial expert. Other attendees at Committee meetings included the Chief Financial Officer (CFO), Chief Auditor, Deputy CFO & Controller, Chief Legal Officer & Group Secretary, Head of Secretariat, EVP Sustainable Business Performance and Reporting and the external auditors. Throughout the year, the Committee members met periodically without others present and also held separate private sessions with the Chief Financial Officer, Chief Auditor and the external auditors, allowing the Committee to discuss issues in more detail. There were eight scheduled meetings of the Committee during the year and one additional ad hoc meeting was convened. Attendance at the scheduled meetings is shown above. Role of the Committee The role and responsibilities of the Audit Committee are set out in written terms of reference which are reviewed annually by the Committee, taking into account relevant legislation, and recommended good practice. The terms of reference are contained within ‘The Governance of Unilever’ which is available on our website. The Committee’s responsibilities include, but are not limited to, the following matters: ■ oversight of the integrity of Unilever’s financial statements; ■ review of Unilever’s half-yearly and annual financial statements (including clarity and completeness of disclosure) and of the quarterly trading statements for quarter 1 and quarter 3; ■ oversight of risk management and internal control arrangements; ■ oversight of compliance with legal and regulatory requirements; ■ oversight of the external auditors’ performance, objectivity, qualifications, and independence; the approval process of non-audit services; recommendation to the Board of the nomination of the external auditors for shareholder approval; and approval of their fees, refer to note 25 on page 204; and ■ performance of the internal audit function. All relevant matters arising are brought to the attention of the Board. In order to help the Committee meet its oversight responsibilities, each year management organise knowledge sessions for the Committee on subject areas within its remit. In 2022, sessions were held to review the impact of cost inflation, sustainability reporting and M&A plans. In addition, Committee members visited the local businesses in the US, India, Indonesia and Vietnam providing them with an insight into local market challenges and local risk and control management. The Committee also received presentations from management and discussions on the business's risk management activities, the preparation of the financial statements, the overall control environment, and the operation of the financial reporting controls. Special focus has been given to critical IT systems and cyber security, data privacy, major transformation projects, management of manufacturing third parties as well as management of third-party service providers. In addition, the Committee has had engagements with management with regard to their assurance work on sustainability as well as the work done in the areas of tax, treasury and pension matters. Reporting and Financial Statements The Committee reviewed, prior to publication, the quarterly financial press releases together with the associated internal quarterly reports from the Chief Financial Officer and the Disclosure Committee and, with respect to the full-year results, the external auditor’s report. It also reviewed the Annual Report and Accounts and the Annual Report on Form 20-F 2022. These reviews incorporated the accounting policies and significant judgements and estimates underpinning the financial statements as disclosed within note 1 on page 154. Particular attention was paid to the following significant matters in relation to the financial statements: ■ indirect tax provisions and contingent liabilities, refer to notes 19 and 20 on page 197. The Committee agreed that the tax provisions and judgements around the likelihood as well as the disclosures are appropriate in the Annual Report and Accounts; ■ revenue recognition – the Committee reviewed the adequacy of the policy around the cut off and appropriateness of discounts and incentives accruals; ■ accounting implications arising from the implementation of the new Compass Organisation, including the determination of cash generating units. Refer to notes 1 and 9 on pages 154 and 172. These matters were also highlighted by our external auditors as being important in their audit. For each of the above areas, the Committee considered the key facts and judgements outlined by management. Members of management attended the section of the meeting of the Committee where their item was discussed to answer any questions or challenges posed by the Committee. The Committee's feedback has been incorporated into the final approach. The matters were also discussed with the external auditors and further information can be found on pages 135 to 149. Report of the Audit Committee Unilever Annual Report on Form 20-F 2022 | Governance 101
The Committee specifically discussed with the external auditor how management’s judgement and assertions were challenged and how professional scepticism was demonstrated during their audit of these areas; this included the disclosures for each matter noted above. The Committee is satisfied that there are relevant accounting policies in place in relation to these significant matters and management has correctly applied these policies. In addition to the matters noted above our external auditors, as required by auditing standards, also consider the risk of management override of controls. Nothing has come to our attention to suggest any material misstatement with respect to suspected or actual fraud relating to management override of controls. At the request of the Board, the Committee undertook to: ■ review the appropriateness of adopting the going concern basis of accounting in preparing the annual and half-yearly financial statements; ■ assess whether the business was viable in accordance with the requirement of the UK Corporate Governance Code. The assessment included a review of the principal and emerging risks facing Unilever, their potential impact, how they were being managed, together with a discussion as to the appropriate period for the assessment. The Committee recommended to the Board that there is a reasonable expectation that the Group will be able to continue in operation and meet its liabilities as they fall due over the three-year period (consistent with the period of the strategic plan) of the assessment; and ■ consider whether the Unilever Annual Report on 20-F 2022 was fair, balanced, and understandable, and whether it provided the necessary information for shareholders to assess the Group’s year-end position and performance, business model and strategy. To make this assessment, the Committee received copies of the Annual Report and financial statements to review during the drafting process to ensure that the key messages were aligned with the Company’s position, performance, and strategy. The Committee also reviewed the processes and controls that are the basis for its preparation. The Committee was satisfied that, taken as a whole, the Unilever Annual Report on Form 20-F 2022 is fair, balanced, and understandable. During the year, the US SEC reviewed the Unilever Annual Report on Form 20-F 2021 and the UK Financial Reporting Council (FRC) reviewed the climate disclosures, including the TCFD disclosures, contained within that same report. The SEC had one question with reference to a specific disclosure. Unilever responded to this query and the Committee reviewed the response letters. No changes to the disclosures were needed and this enquiry has been formally closed by the SEC. The FRC did not have any questions that required a response but made a few observations. We have taken these observations into consideration in determining this year’s climate disclosures. Sustainability The Committee continued to oversee the reporting of sustainability performance, keeping itself updated on the changing regulatory requirements in this area by having separate knowledge sessions with management and PwC during the year. The Committee, at the request of the Board, reviewed the CTAP Annual Progress Report on pages 35 to 41 and the TCFD disclosures on page 42 to 51. The Committee is satisfied that the assumptions used in preparing the year-end financial statements are consistent with the disclosures in these sections. During 2022, the Committee reviewed the 2023 to 2026 sustainability assurance plan. Risk Management & Internal Controls (Assurance) The Committee reviewed Unilever’s overall approach to risk management and control, and its processes, outcomes, and disclosure. The assessment was undertaken through a review of: ■ the yearly report detailing the risk identification and assessment process, together with any emerging risks identified by management; ■ reports from senior management on risk areas for which the Committee had oversight responsibility: treasury, tax and pensions, information security, data privacy, legal and regulatory compliance, supply chain and key suppliers and business transformation; ■ the proposed risk areas identified by the ULE; ■ the Quarterly Risk and Control Status Reports, including Code of Business Principles cases relating to frauds and financial crimes; ■ a summary of control deficiencies identified through controls testing activities together with action plans to address underlying causes; ■ management’s improvements to reporting through further automation and centralisation; and ■ the annual financial plan and Unilever’s dividend policy and dividend proposals. The Committee reviewed the application of the requirements under Section 404 of the US Sarbanes-Oxley Act of 2002 with respect to internal controls over financial reporting. In fulfilling its oversight responsibilities in relation to risk management and internal control, the Committee met regularly with senior members of management and is satisfied with the key judgements taken. The Committee has completed its review for 2022 on both risk management and internal control and was satisfied that the process had worked effectively and where specific areas for improvement were identified, there was alternative controls and that processes were under way to ensure sustainable improvements. An area of focus has been to ensure that the controls impacted by the transformation programmes are appropriately designed and are being implemented effectively. Through its review, it also ensured that appropriate procedures are in place for the detection and prevention of fraud. Report of the Audit Committee 102 Unilever Annual Report on Form 20-F 2022 | Governance
The Committee continued to prepare for legislative or regulatory changes and noted that the Department for Business, Energy and Industrial Strategy (BEIS) published its response to reform corporate governance and audit in the UK. The Audit and Assurance Policy and Fraud Risk Assessment requirements will be a focus for the Committee in 2023. Internal Audit The Committee reviewed internal audit’s plan which is focused on Unilever’s risk areas including sustainability, cyber security, data privacy, financial control processes, product safety and supply chain resilience. The Committee ensured the necessary resources were in place to perform the audits effectively. The plan was adjusted in consultation with the Committee to reflect the changes in the risk profile of the organisation post the Compass Organisation announcement. The Committee reviewed quarterly and year-end summary reports which included the results of audit activities and completion status of agreed actions. During the year, the Chief Auditor and his team undertook business visits in person, in particular in a number of the Group's more volatile markets. Most audits have been conducted as hybrid (combination of virtual and physical). An independent effectiveness review of the function was performed by Deloitte LLP in accordance with the Global Institute of Internal Auditors’ International Professional Practices framework (IPPF) at the request of the Committee. The review concluded that the function operated in accordance with the IPPF framework. The function was seen as ‘matured’ and as having demonstrated consistent leading practice. The Committee also evaluated the effectiveness and performance of the internal audit function by way of a questionnaire. The feedback was reviewed and the Committee was satisfied with the effectiveness of the internal audit function. During the year, the Committee also met independently with the Chief Auditor and discussed the results of the audits performed and any additional insights obtained from the Chief Auditor. Audit of the annual accounts KPMG, Unilever’s external auditors and an independent registered public accounting firm, reported in depth to the Committee on the scope and outcome of the annual audit, including their audit of internal controls over financial reporting as required by Section 404 of the US Sarbanes-Oxley Act of 2002. Their reports included audit and accounting matters, governance and control, and accounting developments. The Committee held independent meetings with the external auditors during the year and reviewed, agreed, discussed, and challenged their audit plan, including the materiality applied, scope and assessment of the financial reporting risk profile of the Group. The Committee discussed the views and conclusions of KPMG regarding management’s treatment of significant transactions and areas of judgement during the year. The Committee considered these and is satisfied with the treatment in the financial statements. External Auditors KPMG has been the Group’s auditors since 2014 and shareholders approved their reappointment as the Group’s external auditors at the 2022 AGM. On the recommendation of the Committee, the Directors will be proposing the reappointment of KPMG at the AGM in May 2023. The Committee confirms that the Group is in compliance with The Statutory Audit Services for Large Companies Market Investigation (Mandatory Use of Competitive Tender Processes and Audit Committee Responsibilities) Order 2014, which requires Unilever to tender the audit every ten years. During 2022, we ran an extensive, competitive audit tender process with respect to the audit for the financial year ending 31 December 2024. In our Q2 2022 Results Announcement, the Board of Unilever announced its intention to reappoint KPMG as the Group’s external auditor for the financial year ending 31 December 2024, subject to shareholder approval at the 2024 AGM. The decision to reappoint KPMG was unanimously recommended by the Committee and was approved by the Board of Unilever. Our decision to reappoint KPMG was based on their performance during the tender process across a comprehensive set of criteria and our satisfaction with their effectiveness as our current auditor. Both Unilever and KPMG have safeguards in place to avoid the possibility that the external auditors’ objectivity and independence could be compromised, such as audit partner rotation and the restriction on non-audit services that the external auditors can perform as described below. KPMG has issued a formal letter to the Committee outlining the general procedures to safeguard independence and objectivity, disclosing the relationship with the Company, and confirming their audit independence. Each year, the Committee assesses the effectiveness of the external audit process which includes discussing feedback from the members of the Committee and stakeholders at all levels across Unilever. Interviews are also held with key senior management within both Unilever and KPMG. Report of the Audit Committee Unilever Annual Report on Form 20-F 2022 | Governance 103
The Committee also reviewed the statutory audit, other audit and non-audit services provided by KPMG and compliance with Unilever’s documented approach, which prescribes in detail the types of engagements, listed below, for which the external auditors can be used: ■ statutory audit services, including audit of subsidiaries; ■ other audit services – audits that are not required by law or regulation; and ■ non-audit services – work that our external auditors are best placed to undertake, which may include: ■ services required by law or regulation to be performed by the audit firm; and ■ services where knowledge obtained during the audit is relevant to the service such as bond issue comfort letters. Unilever has for many years maintained a policy which prescribes in detail the types of engagements for which the external auditors can be used with all other engagements being prohibited. The policy is aligned with both UK and SEC regulations and is updated in line with these regulations. All engagements over €250,000 require specific advance approval by the Audit Committee Chair. The Committee further approve all engagements which have been authorised by the Deputy CFO & Controller. These authorities are reviewed regularly and, where necessary, updated in the light of internal and external developments. Since the appointment of KPMG in 2014, the level of non-audit fees has been below 7% of the annual statutory audit fee, this is also the case for the year 2022. The level of other audit fees has been below 6% of the annual statutory audit fee except for 2017 (41%), 2018 (24%), 2020 (32%) and 2021 (21%) due to assurance work relating to the disposal of our Spreads business (2017 and 2018) and assurance work relating to the separation of our Tea business (2020 and 2021). Evaluation of the Committee The Committee carried out an assessment of its effectiveness and performance in the year. The process was overseen by the Chief Legal Officer & Group Secretary. The Committee considered the output from that process at its meeting in January 2023. Feedback was also provided to the Board as part of its evaluation of the overall effectiveness of the Board. The Committee concluded that it is performing effectively and will remain focused on internal control and external reporting. The area of evolving ESG reporting requirements will continue to receive attention by the Committee. Adrian Hennah Chair of the Audit Committee Judith Hartmann Susan Kilsby Hein Schumacher Report of the Audit Committee 104 Unilever Annual Report on Form 20-F 2022 | Governance
As a Committee, we guide Unilever’s strategy on sustainability, from climate change and plastics, to living wage and human rights. Strive Masiyiwa Chair of the Corporate Responsibility Committee 2022 was a year with unprecedented challenges for both the world and Unilever. For the Corporate Responsibility Committee (CRC), it has been a tough but fulfilling year, supporting the Board and Unilever to navigate continued Covid lockdowns in parts of the world, the war in Ukraine, and gridlock in the global commodity supply chain, to name just a few challenges. As Chair of the CRC, I continue to be impressed with the perseverance of Unilever’s leadership to be a global leader in sustainable business and demonstrate that a purpose-led, future-fit business model can deliver consistent, superior performance. The new Compass Organisation has shown us how the Business Groups, with the support from Unilever’s Business Operations and Corporate Centre, are now best positioned to deliver the stretching Compass sustainability commitments and respond to consumer demands, whilst retaining the utmost commitment to business integrity and minimising risk. With the Unilever Compass remaining as the leading principle, the business is building a stronger and more resilient future. The CRC has responsibility for the oversight of Unilever’s conduct regarding its corporate and societal obligations, its reputation as a responsible corporate citizen and its culture. Accordingly, this year we reviewed several positive and progressive policies, such as updates to the Responsible Partner Policy (RPP) – a policy which outlines the commitment to responsible business with respect for human rights as its foundation. We worked closely with the ULE to ensure that the dispute with the Ben & Jerry's independent board was amicably resolved in a manner that reflects our ongoing commitment to this iconic Unilever brand. We reviewed Unilever's performance against the Sustainability Progress Index, one of the performance measures for our long-term incentive plans. And, as I have come to expect from Unilever, I have continually been impressed with the support of Unilever’s people – from the work to support Ukrainian colleagues, to continuous Covid management and the deployment of new digital health and wellbeing tools. As a Committee, we guide Unilever’s strategy on sustainability, from climate change to plastics to living wage and human rights. 2023 is critical for the delivery of the Unilever Compass sustainability commitments, especially as some of them have reached or are approaching their target date. The CRC is looking forward to reviewing the Business Group and Compass pillar strategies and how Unilever will deliver sustainability while also growing the business. Furthermore, the CRC will continue its oversight of Unilever’s reputation and review developments in external sustainability reporting regulations. I am confident that Unilever’s leadership and clear governance framework will ensure the business is well equipped to respond accordingly. The Committee thanks our people for their continued hard work and dedication to Unilever and the delivery of sustainable growth. I look forward to further candid and constructive meetings with my fellow Committee members in 2023. Strive Masiyiwa Chair of the Corporate Responsibility Committee Report of the Corporate Responsibility Committee Unilever Annual Report on Form 20-F 2022 | Governance 105
Committee members and attendance Attendance Strive Masiyiwa Chair 3/4 Youngme Moon 4/4 Feike Sijbesma 4/4 This table shows the membership of the Committee together with their attendance at meetings during 2022. If Directors are unable to attend a meeting, they have the opportunity beforehand to discuss any agenda items with the Committee Chair. Attendance is expressed as the number of meetings attended out of the number eligible to be attended. The Corporate Responsibility Committee comprises three Non- Executive Directors: Strive Masiyiwa (Chair), Youngme Moon and Feike Sijbesma. The Chair was unable to attend one of the meetings of the Committee due to an existing commitment. On this occasion, Youngme Moon chaired the meeting. The Chief Research & Development Officer, the Chief Sustainability Officer and the Chief Business Integrity Officer attend the Committee’s meetings. The Chief Legal Officer and Group Secretary may also join the Committee’s discussions. Role of the Committee The Corporate Responsibility Committee oversees Unilever’s conduct as a responsible global business. Core to this remit is its governance of progress on Unilever’s sustainability agenda, as set out in the Company’s integrated business strategy, the Unilever Compass, see page 4 and 5. Part of this responsibility is reviewing and managing sustainability- related risks, opportunities and trends material to Unilever. The Committee also provides reviews and recommendations to the Board in relation to the Climate Transition Action Plan (CTAP) which sets out the actions we will take to decarbonise our business and deliver our net zero goal. The Committee is charged with ensuring that Unilever’s reputation is protected and enhanced, so it must consider the Company’s influence and impact on stakeholders. Central to this is the need to identify any external developments that are likely to impact Unilever’s corporate reputation, and to ensure that appropriate and effective communication policies are in place to support this. The Committee also oversees safety, security and wellbeing alongside Unilever’s Code of Business Principles and third-party compliance, ensuring that both Unilever’s direct employees and those working within the Company’s value chain comply with the expected standards of conduct. The Committee’s discussions are informed by the experience of the Unilever Leadership Executive which is accountable for driving responsible and sustainable growth through Unilever’s operations, value chain and brands. Senior leaders are invited to the Committee to share their perspectives and insights on key issues and external developments. These are then used for formal feedback to the Board. Complementing the Committee’s role, the Audit Committee is responsible for reviewing the independent assurance programme of Unilever’s sustainability commitments within the Unilever Compass, and significant breaches of the Code of Business Principles. During 2022, the Committee reviewed its terms of reference and agreed that minor modifications were required to reflect the new Compass Organisation. The Committee’s terms of reference are set out at: www.unilever.com/corporategovernance During the year, the Committee also addressed a range of other strategic and current issues, including the war in Ukraine, occupational health, Unilever's Global Domestic Violence and Abuse Policy, and human rights. How the Committee has discharged its responsibilities In 2022, the Committee’s principal activities were as follows: Code of Business Principles The Code and associated Code Policies set out the standards of conduct expected of all Unilever employees in their business endeavours. Compliance with these standards is an essential element in ensuring Unilever’s continued business success, as any breach is identified as an ethical, legal, and regulatory risk to the business, see page 74. The Corporate Responsibility Committee is also responsible for oversight of the Code and Code Policies, ensuring that they remain fit for purpose and are appropriately applied. It maintains scrutiny of the mechanisms for implementing the Code and Code Policies. This is vital as compliance is essential to promote and protect Unilever’s values and standards, and hence the good reputation of the Group. At each meeting, the Committee reviews an analysis of investigations into non-compliance with the Code and Code Policies and discusses any trends arising from these investigations. The Committee also considers litigation and regulatory matters which may have a reputational impact and reviews a summary of any significant developments at each meeting. These matters include increasing anti-bribery and corruption measures, and competition law compliance. In 2022, human rights continued to be a focus for the Committee’s Code oversight. Members noted that regular dialogue at Board level on human rights and due diligence is critical. Principles and standards for third parties Extending Unilever’s values to third parties is essential if Unilever is to generate responsible growth and a positive social impact on the industry and wider society. A lack of third-party compliance can pose a risk to the business, so the Committee rigorously examines Unilever’s compliance programmes to minimise risks. At each meeting, the Committee tracks compliance with Unilever’s Responsible Sourcing Policy (RSP) for suppliers and its Responsible Business Partner Policy (RBPP) for customers and distributors. Together they set out Unilever’s requirements that third parties conduct business with integrity and respect for human rights and core labour principles. In December 2022, the Responsible Partner Policy (RPP) came into effect, replacing both the RSP and RBPP, and this recognises the evolving demands of society and our planet, while simplifying our approach with one policy. The Committee's focus will therefore be on the RPP going forward. Report of the Corporate Responsibility Committee 106 Unilever Annual Report on Form 20-F 2022 | Governance
Safety and security Safety, Health and Environment (SHE) are key priorities at Unilever. This year, despite the reduced level of global infections, the pandemic has continued to cause disruption. The Committee remained focused on the resilience of our people and business, which required continued modernisation of Unilever’s health services delivery. The Committee commended the actions taken by the business to support employees’ health and wellbeing. In addition, the Committee oversaw Unilever’s digital transformation which included the move to the Cority electronic medical record (EMR) platform for Unilever clinical staff caring for our people and the continued roll out of digital health and wellbeing solutions that provide 24/7 tools and resources for improving the physical and mental health of our people. Unilever remained focused on promoting a safety-first culture. Our employee-only TRFR was 0.66 accidents per million hours worked (1 October 2021 to 30 September 2022) versus 0.55 in 2021, returning to pre-pandemic levels as more normal operations have resumed. In November 2021, we very sadly lost one employee at one of our tea estates in Kenya. The Committee also examined Unilever’s approach to security. As a global business, Unilever operates in many countries, some of which suffer from limited rule of law, or social and political unrest. In addition, cyber threats continue to increase. The Committee recognised volatility in global politics as a cause for concern with the increasing risk of individuals or groups targeting Unilever. Members stayed abreast of growing global insecurity as Unilever experienced the operational impact of a rise in fragile states, with diminished capacity for external shocks or internal challenges. Increased insecurity also stretches national policing and impacts local economic confidence, encouraging local criminality to expand their illegal operations. The business continues to upgrade its resilience programmes to protect its people and assets. In 2022, the war in Ukraine and its impact on colleagues and operations has been a key focal point. Unilever’s response was to firstly prioritise the safety of our people in Ukraine, secondly to ensure the continuity of business operations and thirdly to protect the Company’s reputation. The Committee monitored Unilever’s response from the perspective of employee wellbeing as well as reputational and operational aspects, and commended Unilever’s approach in placing the safety of our people first. Improving the health of the planet The effects of climate change and nature loss are becoming ever more apparent and increasingly urgent. In May 2021, Unilever put a non-binding advisory vote to its shareholders on its Climate Transition Action Plan (CTAP), see page 35 to 41. The CTAP sets out Unilever’s climate targets and the actions required to reduce emissions in the business. The Corporate Responsibility Committee is responsible for overseeing CTAP progress. In 2022, the Committee reviewed and approved the plan to include the annual CTAP progress report within the Annual Report and Accounts each year. Our raw materials and packaging materials are the biggest source of Unilever emissions. Tackling packaging waste and eliminating single-use plastic, including sachets, continue to be high priorities for the business and society. Unilever’s goals include using more recycled and less virgin plastic, improving the recyclability of plastic and exploring alternative materials for our packaging. Whilst sachets can ensure essential products reach low- income households, the Committee highlighted that they create a significant environmental and regulatory risk. The Committee also acknowledged progress on the issue but recognised the considerable challenges involved in abandoning the use of sachets. Commercialising sustainability Over the past decade, we have witnessed demands for corporate and brand action to preserve our planet and improve livelihoods for the people we touch as a business. The Unilever Compass is founded on the belief that sustainable business is a core driver for superior financial performance. Each Business Group has set out a strategy to deliver superior results through sustainable operations. In 2022, the Committee conducted deep dives of Home Care’s Clean Future and Nutrition’s Future Foods strategies. Clean Future, Home Care’s innovation programme, seeks to pioneer superior cleaning products that are also kinder to the planet. We seek to address our carbon footprint both in the manufacture of products and in the usage by consumers. We also make our formulations biodegradable, minimise the use of virgin plastics, and avoid animal testing. The Committee supported Clean Future’s strategic focus on innovation and recommended the team continues to focus on new ways to engage consumers. Boldly Healthier is Nutrition’s plan for people and planet which is supported by quantitative ‘Future Foods’ commitments. This includes more plant-based, more positive nutrition, less salt, sugar and calories, as well as less food waste. Members were briefed on constructive engagements with ShareAction, and in addition to overall support for the Future Foods strategy, the Committee encouraged Unilever to consider technology and portfolio changes to move not just to 'healthier' but also to 'healthy'. Diversity and inclusion Domestic abuse can have a significant impact on victims’ and survivors’ working lives. Supporting victims of domestic abuse in the workplace is a social justice, equality and health and safety issue. When victims are supported, it will improve workplace relations, enhance wellbeing at work, retain workers, reduce absence, and increase motivation and performance. Unilever launched its Global Domestic Violence and Abuse Policy in March 2021. Since then, further enhancements have been made to the policy to reflect the feedback from employees. These include both those who have accessed the policy or have been impacted personally by domestic violence and abuse. The Corporate Responsibility Committee requested notification of the work carried out in this area and recommended action to promote the visibility of the policy. Report of the Corporate Responsibility Committee Unilever Annual Report on Form 20-F 2022 | Governance 107
Protecting and enhancing Unilever’s reputation Ensuring its good reputation is vital to Unilever’s ongoing success. As activism rises, commentary on issues such as single-use plastic and nutrition profiles becomes more rapidly widespread than ever before, whilst social media continues to amplify and accelerate issues. As the Committee charged with overseeing Unilever’s reputation, it has scrutinised the processes for managing and advising on salient issues that present material risks to the perception of the business. These processes are defined within a clear governance framework and have been enhanced with more sophisticated forecasting techniques. Furthermore, tracking and measurement tools evaluate potential issues and enhance training. Management Co-Investment Plan Unilever’s Reward Framework includes the Management Co-Investment Plan (MCIP) and Performance Share Plan (PSP). These are long-term incentive plans that are linked to financial performance, as well as performance against sustainability targets in the Unilever Compass, (see page118). To come to a view on Unilever’s performance on its sustainability commitments for the purposes of reward, the Corporate Responsibility Committee and the Compensation Committee jointly evaluate performance against a Sustainability Progress Index (SPI). This has a selection of eight targets representative of the breadth of the Unilever Compass. The SPI is measured a year in arrears, and therefore 2022 is the first year of using SPI targets aligned to the Unilever Compass for the 2021 assessment. The Committees base their SPI assessment on information already in the public domain and available to investors. Eight equally weighted KPIs comprise the 2021 SPI evaluation, with one target from each of the pillars which underpin the strategic actions of the Unilever Compass representing the business’s wider progress across the Compass pillars. In making their rounded assessment, the Committees review both qualitative and quantitative progress across multiple elements of the respective Compass pillar ambition, and delivery against the respective anchor KPI. Following an in-depth discussion of the SPI, the Corporate Responsibility Committee agreed on a performance rating which was endorsed by the Compensation Committee. This joint assessment forms part of the Compensation Committee’s overall recommendation on the SPI outcome (see page 117). Evaluation of the Corporate Responsibility Committee As part of the internal Board evaluation carried out in 2022, the Board evaluated the performance of the Committee. The Committee also carried out an assessment of its own performance in 2022 and concluded that it was working effectively. Strive Masiyiwa Chair of the Corporate Responsibility Committee Youngme Moon Feike Sijbesma Report of the Corporate Responsibility Committee 108 Unilever Annual Report on Form 20-F 2022 | Governance
Andrea Jung Vice Chair/Senior Independent Director On behalf of the Compensation Committee, I am pleased to present Unilever’s Directors’ Remuneration Report (DRR) 2022. In the sections below, I set out the Compensation Committee’s activities in 2022, including a summary of Unilever’s business performance in 2022 and how it links to key remuneration outcomes for the year. Business performance and remuneration Unilever delivered a year of strong growth in challenging macroeconomic conditions. Underlying sales growth (USG) stepped up to 9.0% in 2022, led by pricing, in the face of significant input cost inflation across our markets. Full year underlying price growth was 11.3%, which had, as expected, some negative impact on volumes, which declined by 2.1%. Underlying operating margin (UOM) declined by 230bps to 16.1%, slightly ahead of target of 16.0%. Free cash flow (FCF) delivery was €5.5bn (€5.2bn including €0.3bn tax paid on the separation of the global Tea business). It was down from 2021 due to increases in capital expenditure and working capital, notably inventory. Underlying earnings per share (EPS) decreased by 2.1% to €2.57. Underlying return on invested capital (ROIC) was 16.0%, compared to 17.2% in the prior year. This was mainly due to increased goodwill and intangibles, driven by Paula's Choice and Nutrafol acquisitions and a currency impact. We are making good progress against our Compass sustainability commitments. As a result, we achieved an outcome of 126% for the Sustainability Progress Index (SPI), as detailed on page 118. The Remuneration Policy is due for renewal in 2024 and I look forward to liaising with investors and other stakeholders on this topic. Incentive outcomes and wider stakeholder considerations 2022 annual bonus Under the formulaic outcomes, a bonus of 133% of target opportunity was determined for both the CEO Alan Jope (resulting in a bonus of 200% of fixed pay against a target of 150%), and the CFO Graeme Pitkethly (resulting in a bonus of 160% of fixed pay against a target of 120%), as detailed in the chart on page 116. After careful consideration, the Committee decided neither to change the targets in response to volatile business conditions nor to exercise discretion on the formulaic outcome, which will set the global bonus pool for all eligible Unilever employees. Our growth priority was recognised by upweighting USG to 50% within the 2022 annual bonus performance measures. The Committee considered the formulaic outcome was justified in 2022. Strong sales growth was delivered in challenging macroeconomic conditions as we navigated through a high cost inflation environment, and successfully balanced price growth, and volume only modestly down by 2.1%. USG was driven by disciplined pricing action and was broad-based across each of our five Business Groups, led by strong performances from our billion+ Euro brands. Under the Remuneration Policy, 50% of the net bonus award will be deferred in shares for three years. 2019-2022 Management Co-Investment Plan (MCIP) The formulaic outcome for the 2019-2022 MCIP was 70% of target. This outcome is detailed in the chart on page 117, and corresponds to a vesting of 35% of maximum for our two Executive Directors. Similarly to the annual bonus, based on overall financial performance as well as a holistic review of performance over the four-year vesting period, no discretion was applied to the MCIP vesting in 2022 for the Executive Directors and members of the Unilever Leadership Executive (ULE). When considering outcomes for the wider workforce, the Committee decided to exercise discretion to the MCIP 2019-2022 payout outcome to all eligible employees below ULE due to the impact of Covid and input cost inflation. The discretion was an adjustment of +10% to the formulaic outcome, resulting in an adjustment of +7% of payout, to 77%. Directors' Remuneration Report Unilever Annual Report on Form 20-F 2022 | Governance 109
Wider stakeholder considerations When considering the annual bonus and MCIP outcomes, the Committee carefully took into account the experiences of our wider stakeholders in order to ensure that outcomes were aligned. In particular, our decision not to amend targets mid-year despite extreme volatility and uncertainty was taken to ensure that employees and Executive Directors are treated commensurately with the interests of our shareholders. The outcome of 133% of target for annual bonus is above expectations, but the outcome of 70% of target for MCIP is below our expectations. However, the Committee believes these outcomes represent the performance delivered to shareholders in challenging trading circumstances. Our Remuneration Policy for 2022 The Remuneration Policy was approved at the AGM on 5 May 2021 and is available on our website (the 'Remuneration Policy'). Unilever's remuneration arrangements are aligned to its culture of rewarding performance through annual bonus and long-term incentive performance measures and remuneration is determined throughout Unilever based on the same principles as for the Executive Directors, as set out in the Remuneration Policy. Executive Director changes Alan Jope will step down as CEO and Executive Director with effect from 1 July 2023 and will retire from employment on 31 December 2023. He will continue to be paid in line with the Remuneration Policy until his retirement. On this basis, Alan remains eligible to receive a bonus in respect of 2023, payable in March 2024 based on Company performance and will participate in the PSP 2023-2025 on a pro-rated basis. Further details of Alan’s leaving arrangements are set out on page 124. As announced on 30 January 2023, Hein Schumacher will begin employment with Unilever on 1 June 2023 as CEO Designate and Executive Director and become CEO effective 1 July 2023. Hein's fixed pay has been set at €1,850,000 with annual bonus and PSP opportunity in line with our Remuneration Policy each of which for 2023 will be pro-rated to reflect his period of employment. The Committee believes that the current positioning of the package given Unilever’s global scale, complexity and market capitalisation represents an acceptable balance in view of various considerations, such as competitive external market pay rates across Unilever’s peer group and Hein's skills and experience. In line with Unilever’s International Mobility policies, Hein will receive a relocation allowance to support his move to the UK (including housing costs) for a period of 24 months. Hein will also be granted share awards to compensate him for cash incentives from his previous employer that he will forfeit due to commencing employment with Unilever. Further details of Hein's joining arrangements are set out on page 123. Executive Director fixed pay increases As set out in last year’s DRR, we did not conduct a fixed pay review for the Executive Directors in the first half of 2022, and we planned to undertake such a review in the second half of 2022. Given the announcement of the CEO to retire at the end of 2023, the Committee decided not to further review his fixed pay for 2022 or 2023. Therefore, the fixed pay review was limited to the CFO and took into account salary increases awarded to the wider workforce. As part of the fixed pay review, the Committee conducted an evaluation of the CFO package against external market data(a) in the second half of 2022, which shows the CFO is currently positioned lower than the Committee consider to be appropriate given the individual’s skills, experience and performance. Following the fixed pay review and taking into account Company performance as well as the importance of retaining the CFO during the transition to a new CEO, the Board approved the Committee’s recommendation of a fixed pay increase for the CFO of 6% to €1,246,262, effective from 1 January 2023. This is in line with the average increase awarded to the wider Unilever workforce in 2022. (a) Our benchmarking peer group consists of other global companies of a similar financial size and complexity to Unilever and is set out in full in the Remuneration Policy. Non-Executive Director fees Non-Executive Director fees have not been increased for three years despite increasing complexity, time commitment and required skills related to the role. As set out in last year’s DRR, the Committee therefore reviewed the Non-Executive Director fees in 2022 which shows that the fee levels for some roles are below the benchmark of market median rates for UK FTSE 30 companies. Therefore, the Board approved increases to the Non-Executive Director fees for 2023, as outlined on page 124. Engaging with shareholders I continued my dialogue with investors in 2022, including discussions on the topic of remuneration. In particular, investors have been interested to understand how Environmental, Social and Governance factors are taken into account in Unilever's remuneration arrangements. I was able to reiterate that the SPI has been an established feature of our long-term incentive (LTI) scheme since it was introduced in 2017 and continues to support our vision to be the global leader in sustainable business and the importance of sustainability KPIs in driving business performance. See page 85 of the 2021 Annual Report and Accounts and the remuneration topics section of our website for further information on the SPI. I look forward to further engagement with shareholders in 2023 as Unilever prepares to renew its Remuneration Policy. The Committee is committed to ensuring that remuneration performance measures for Executive Directors align with the interests of investors. Engaging with employees As previously reported, the Board shares the responsibility for workforce engagement among all Non-Executive Directors to ensure that all Directors have a collective responsibility for bringing employee views into relevant Board discussion. We continued these engagements in 2022, see page 89 for a summary of the discussions that took place. In November 2022, the Chair of the Board, along with the CEO, attended a virtual town hall meeting open to all employees globally. This was an opportunity for employees to ask questions, including in relation to Unilever’s approach to remuneration. The Chair and the CEO shared that Unilever's intention is to provide competitive pay and reward high performance. Unilever's approach to remuneration is intended to foster a healthy culture and incentivise employees to take action and be judged by their performance. This means the better Unilever performs, the higher the opportunity for employee reward. Directors' Remuneration Report 110 Unilever Annual Report on Form 20-F 2022 | Governance
One of the Committee members attended an engagement session with employees on the subject of compensation and benefits in November 2022. Employees shared feedback on competitiveness of fixed pay for current employees, the opportunity to choose benefits and management differentiation between team members. Employees are able to give real-time feedback on their pay and benefits through Unilever's reward system. The average satisfaction score for all employees globally for all elements of reward was 63% as at 31 December 2022. Satisfaction with long-term incentives was particularly high at 71%, which reflects Unilever's aim to drive performance with incentives in the upper quartile. The Committee is periodically updated on matters impacting the workforce, including inflation and the new Compass Organisation. As such, the Committee believes the implementation of remuneration in 2022 is a fair reflection of employee experience. In particular, Executive Director pay increases are limited to the CFO and in line with that of the wider workforce, as explained above. In addition, the same Company performance measures for annual bonus and MCIP apply to all eligible employees, including Executive Directors. Inflation and employee remuneration This year saw unprecedented levels of inflation and we have extended our support to employees in a number of countries through various targeted financial wellbeing interventions. These have been specific to each country’s context and range from providing access to financial advice to monetary compensation or other forms of support. Implementation report The annual report on remuneration in this report describes 2022 remuneration in detail as well as the planned implementation of the Remuneration Policy in 2023. On behalf of the Committee and the entire Board, I thank all shareholders and their representatives for their constructive engagement in 2022. Shareholders will have an advisory vote on the DRR at the 2023 AGM. I look forward to engaging with shareholders and their representatives in 2023 in respect of renewing the Remuneration Policy. Andrea Jung Chair of the Compensation Committee Directors' Remuneration Report Unilever Annual Report on Form 20-F 2022 | Governance 111
Committee members and attendance Attendance Andrea Jung Chair 8/8 Nils Andersen 8/8 Laura Cha (member until 4 May 2022) 3/4 Ruby Lu 8/8 Nelson Peltz (member since 20 July 2022) 3/3 This table shows the membership of the Compensation Committee together with their attendance at meetings during 2022. Attendance is expressed as the number of meetings attended out of the number eligible to be attended. The Committee is comprised of four Non-Executive Directors, including Andrea Jung as the Chair. Laura Cha retired as a Non-Executive Director at the AGM in May 2022. Nelson Peltz became a Non-Executive Director and joined the Committee in July 2022. Other attendees at Committee meetings in 2022 were the CEO, Chief Legal Officer & Group Secretary, the Chief Counsel Executive Compensation & Employment, the Chief Human Resources Officer, the Chief People & Transformation Officer, the VP Global Head of Reward, the Head of Expertise & Innovation, and the Deputy Chief Financial Officer & Controller. No individual Executive Director was present when their own remuneration was being determined to ensure there was no conflict of interest, although the Committee has separately sought and obtained Executive Directors’ own views when determining the amount and structure of their remuneration before recommending individual packages to the Board for approval. Role of the Committee The Committee reviews the remuneration of the Executive and Non-Executive Directors and ULE. It also has responsibility for the design and terms of executive and all employee share- based incentive plans and the remuneration policy for the ULE and senior managers. The Committee is also involved in the performance evaluation of the ULE. The Committee's terms of reference are contained within 'The Governance of Unilever' which is available on our website. As part of the Board evaluation carried out in 2022, the Board evaluated the performance of the Committee. The Committee also carried out an assessment of its own performance in 2022. Overall, the Committee members concluded that the Committee is performing effectively. The Committee has agreed to review trends on executive remuneration and performance measures for long-term incentives, in particular in view of the upcoming Remuneration Policy renewal due in 2024. Activities of the Committee During 2022, the Committee met eight times and its activities included: ■ determining the 2021 annual bonus outcome; ■ determining the vesting of the MCIP awards for the CEO, CFO and the ULE; ■ setting the 2022 annual bonus and Performance Share Plan (PSP) 2022-2024 performance measures and targets; ■ reviewing fixed pay for the CEO and CFO and fees for the Non-Executive Directors; ■ tracking external developments and assessing their impact on Unilever’s Remuneration Policy and its implementation, in particular in the context of geopolitical tensions, inflation, and rising interest rates; ■ reviewing underlying reward principles, workforce pay, including pay philosophy and pay positioning; ■ reviewing updates to Unilever's annual bonus policy to align with the Compass Organisation transformation; ■ retirement of CEO and CEO succession planning; ■ reviewing gender pay gap data; ■ considering progress on the living wage commitment that is now extended to the wider supply chain; and ■ assessing performance against 2022 SPI targets and setting 2023 SPI targets along with the Corporate Responsibility Committee (CRC). Advisers While it is the Committee’s responsibility to exercise independent judgement, the Committee requests advice from management and professional advisers, as appropriate, to ensure that its decisions are fully informed given the internal and external environment. Fiona Camenzuli of PricewaterhouseCoopers LLP (PwC) provided the Committee with independent advice on various matters it considered. During 2022, the wider PricewaterhouseCoopers network firms have also provided tax and consultancy services to Unilever including tax compliance, transfer pricing, other tax-related services, managed legal services, internal audit advice and secondees, third-party risk and compliance advice, cyber security advice, sustainability assurance and consulting, merger and acquisition support, and media assurance support. 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 at www.remunerationconsultantsgroup.com (Code of Conduct: Executive Remuneration Consulting). The Committee is satisfied that the advice of the PwC engagement partner and team, which provide remuneration advice to the Committee, was objective and independent. They do not have connections with Unilever 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 2022 were £188,250. 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. Directors' Remuneration Report 112 Unilever Annual Report on Form 20-F 2022 | Governance
Annual report on remuneration This section sets out how the Remuneration Policy (which was approved by shareholders at the AGM on 5 May 2021 and is available on our website) was implemented in 2022 and how it will be implemented in 2023. See the remuneration topics section of our website for a copy of the Remuneration Policy. Remuneration Policy The Remuneration Policy is operating as intended and no material changes are proposed in relation to how we implement the Remuneration Policy in 2023. Unilever's remuneration arrangements are aligned to its culture of rewarding performance through annual bonus and long-term incentive performance measures and remuneration is determined throughout Unilever based on the same principles as for the Executive Directors, as set out in the Remuneration Policy. Remuneration is controlled with pay at risk determined according to pre-determined performance measures with a maximum outcome. This results in predictability in the management of risks and costs. Executive Remuneration is proportionate given the financial size and complexity of Unilever as determined through benchmarking with our peers. Unilever's remuneration arrangements provide for clarity and simplicity by constituting of fixed pay, benefits, annual bonus and long-term incentives, which are transparently detailed in the Remuneration Policy and DRR. The Remuneration Policy is due for renewal in 2024 and I look forward to liaising with investors and other stakeholders on this topic. Implementation of the Remuneration Policy for Executive Directors The Remuneration Policy was implemented with effect from the May 2021 AGM as set out below. Remuneration for 2022 and planned for 2023 for the CEO refers to Alan Jope. Please see page 123 for remuneration details for Hein Schumacher as incoming CEO. Elements of remuneration Fixed Pay Purpose and link to strategy Supports the recruitment and retention of Executive Directors of the calibre required to implement our strategy. Reflects the individual’s skills, experience, performance and role within the Group. Provides a simple competitive alternative to the separate provision of salary, fixed allowance and pension. At a glance Details of the rationale for our Executive Directors’ fixed pay amounts can be found on page 110. Implementation in 2022 Effective from 1 January 2022: ■ CEO: €1,560,780 ■ CFO: €1,175,719 Planned for 2023 Effective from 1 January 2023: ■ CEO: €1,560,780 (no change) ■ CFO: €1,246,262 (6% increase) Annual Bonus Purpose and link to strategy Incentivises year-on-year delivery of rigorous short-term financial, strategic and operational objectives selected to support our annual business strategy and the ongoing enhancement of shareholder value. In 2021, a new requirement was introduced to defer 50% of the net annual bonus into shares or share awards to link to long term performance. At a glance ■ Target annual bonus of 150% of fixed pay for the CEO and 120% of fixed pay for the CFO. ■ Maximum annual bonus is 225% of fixed pay for the CEO and 180% for the CFO. ■ Business performance multiplier of between 0% and 150% based on achievement against business targets over the year. ■ Performance target ranges are considered commercially sensitive and will be disclosed in full with the corresponding performance outcomes retrospectively following the end of the relevant performance year. ■ Requirement to defer 50% net annual bonus into shares. ■ Subject to ultimate remedy/malus and claw-back provisions, as set out in the Remuneration Policy. Implementation in 2022 Implemented in line with the Remuneration Policy: ■ Underlying sales growth: 50% ■ Underlying operating margin improvement: 25% ■ Free cash flow: 25% Planned for 2023 ■ Underlying sales growth: 50% ■ Underlying operating margin improvement: 25% ■ Free cash flow: 25% Long-Term Incentive: Performance Share Plan Purpose and link to strategy The PSP aligns senior management’s interests with shareholders by focusing on the sustained delivery of high-performance results over the long-term. At a glance ■ PSP awards normally vest after three years, to the extent performance conditions are achieved. ■ The normal maximum award for the CEO is 400% of fixed pay and for the CFO is 320% of fixed pay. At target, 50% of maximum vests, equating to 200% and 160% of fixed pay respectively. ■ Upon vesting, Executive Directors will have a further two-year retention period. ■ The PSP is subject to ultimate remedy, discretion, malus and claw-back provisions, as set out in the Remuneration Policy. Implementation in 2022 The PSP was implemented in line with the Remuneration Policy. Details of the performance measures for the 2022 PSP awards can be found on page 119. Directors' Remuneration Report Unilever Annual Report on Form 20-F 2022 | Governance 113
Elements of remuneration continued Planned for 2023 The performance conditions and target ranges for 2023 awards under the PSP will be as follows: PSP 2023 – 2025 awards Weighting Threshold Max Competitiveness: % business winning 25% 45% 60% 0% 200% Cumulative free cash flow (€bn) (current rates ex cash tax on disposal) 25% €15.5bn €21.5bn 0% 200% Underlying return on invested capital (exit year %) 25% 14% 18% 0% 200% Sustainability progress index (Committee assessment of SPI progress) 25% 0% 200% 0% 200% PSP awards (based on target performance) to be made on 10 March 2023 as follows: ■ CEO 33% Fixed Pay: €520,260 (this is a reduced award to reflect Alan's period of employment over the performance period (6 out of 36 months) against a target of 200% Fixed Pay). ■ CFO 160% Fixed Pay: €1,994,019. Cumulative FCF from operating activities in current currency ensures sufficient cash is available to fund a range of strategic capital allocation choices. As such, the Committee believes that the target range of a threshold of €15.5bn and a maximum of €21.5bn to be appropriate. ROIC measures the return generated on capital invested by the Group and is calculated as underlying operating profit after tax divided by the annual average of: goodwill, intangible assets, property, plant and equipment, net assets held for sale, inventories, trade and other current receivables, and trade payables and other current liabilities. The target range of a threshold of 14% and maximum of 18% expresses our commitment to deliver ROIC at a level of mid to high teens, whilst continuing to reshape our portfolio through acquisitions and disposals. Competitiveness % Business Winning will be assessed each year as the aggregate turnover of the portfolio components (country/category cells) gaining value market share as a % of the total turnover measured by market data. As such, it assesses what percentage of our revenue is being generated in areas where we are gaining market share. The outcome for the 2023-2025 PSP is the average of the three years % Business Winning performance. With intense competition and changing shopper trends, winning share in each portfolio or geography segment presents a challenge for all players; repeating these wins over successive years is even more demanding. At consolidated Group level, delivering consistently in the range of 50% Business Winning will enable us to grow with our markets, delivering above 50% Business Winning over successive years supports our objective of growing ahead of our markets. Keeping this in mind, the Committee believes that a stretch goal of 60% and threshold performance of 45% resulting in a zero payout for this performance measure to be appropriate. The SPI is an assessment made jointly by the CRC and the Committee. The 2023 SPI will be evaluated on progress against selected sustainability targets in the Unilever Compass, based on in-year performance in 2022 (except Positive Nutrition and Health and Wellbeing that will be measured against performance in 2023). The CRC and Committee will determine a numerical rating for the SPI in the range of 0–200%. Annual ratings are tallied as an average SPI for each four-year MCIP and each three-year PSP performance period. Eight pillars, with one target from each of the three Compass priority areas, will comprise the 2023 SPI evaluation as for 2022 (see page 118). In making their rounded assessment, the CRC and the Committee will also review both qualitative and quantitative progress across the wider Compass targets as well as delivery against the respective KPIs. In addition to the three elements mentioned above, our Executive Directors are provided with non-monetary benefits. These include medical insurance cover, actual tax return preparation costs and provision of death-in-service benefits and administration. Ultimate remedy/malus and claw-back Grants under the PSP and the legacy MCIP are subject to ultimate remedy and discretion as explained in the Remuneration Policy. Malus and claw-back apply to all performance-related payments, as explained in the Remuneration Policy. In 2022, the Committee did not reclaim or claw-back any of the value of awards of performance-related payments to current or former Executive Directors. Directors' Remuneration Report 114 Unilever Annual Report on Form 20-F 2022 | Governance
Single figure of remuneration and implementation of the Remuneration Policy in 2022 for Executive Directors The table below shows a single figure of remuneration for each of our Executive Directors for the years 2021 and 2022. Alan Jope CEO (€’000) Graeme Pitkethly CFO (€’000) 2022 Proportion of Fixed and Variable Rem 2021 Proportion of Fixed and Variable Rem 2022 Proportion of Fixed and Variable Rem 2021 Proportion of Fixed and Variable Rem (A) Fixed pay(a) 1,561 1,534 1,176 1,156 Total fixed pay 1,561 1,534 1,176 1,156 (B) Other benefits 102 76 48 47 Fixed pay & benefits subtotal 1,663 30.8% 1,610 32.9% 1,223 32.1% 1,203 35.0% (C) Annual bonus(b) 3,114 1,864 1,876 1,123 (D) LTI: MCIP match shares 618 1,416 708 1,114 Variable Remuneration subtotal 3,732 69.2% 3,280 67.1% 2,585 67.9% 2,237 65.0% Total Remuneration (A+B+C+D) 5,395 4,890 3,808 3,440 (a) Fixed pay increased by 3.5% to €1,560,780 for CEO and €1,175,719 for CFO from 1 July 2021 and pro-rated for annual bonus i.e. the maximum amount of 2021 bonus increased by 1.75%. (b) In line with the Remuneration Policy, 50% of the 2022 net annual bonus will be deferred into Unilever shares that must be held for a period of three years. Where relevant, amounts for 2022 have been translated into euros using the average exchange rate over 2022 (€1 = £0.8510), excluding amounts in respect of MCIP, which have been translated into euros using the exchange rates at the vesting date at 9 February 2023 (€1 = £0.8879 and €1 = $1.0733). Amounts for 2021 have been translated into euros using the average exchange rate over 2021 (€1 = £0.8605), excluding amounts in respect of MCIP, which have been translated into euros using the exchange rates at the vesting date on 16 February 2022 (€1 = £0.8379 and €1 = $1.1354). We do not grant our Executive Directors any personal loans or guarantees. Elements of single figure remuneration 2022 (A) Fixed pay Fixed pay set in euros and paid in 2022: CEO – €1,560,780, CFO – €1,175,719. (B) Other benefits For 2022 this comprises: Alan Jope CEO(€)(a) Graeme Pitkethly CFO(€)(a) 2022 2022 Medical insurance cover, actual tax return preparation costs and legal fees 86,439 35,616 Provision of death-in-service benefits and administration 16,000 12,000 Total 102,439 47,616 (a) The numbers in this table are translated where necessary using the average exchange rate over 2022 of €1 = £0.8510. Directors' Remuneration Report Unilever Annual Report on Form 20-F 2022 | Governance 115
(C) Annual bonus Annual bonus 2022 actual outcomes: CEO – €3,113,756 (which is 89% of maximum, 200% of fixed pay as at 31 December 2022). CFO – €1,876,448 (which is 89% of maximum, 160% of fixed pay as at 31 December 2022). Alan Jope Graeme Pitkethly 50% of the net annual bonus earned is deferred into shares (€825,145 for Alan Jope and €497,259 for Graeme Pitkethly). Shares are deferred for three years and not subject to performance or service conditions, in line with the Remuneration Policy. The annual bonus measures and performance against targets are set out below. All performance ranges are straight-line between threshold and maximum: Performance: Annual Bonus Further details of the annual bonus outcomes and the Committee's assessment of the appropriateness of the formulaic outcomes are described in the Committee Chair's letter on page 109. Directors' Remuneration Report 116 Unilever Annual Report on Form 20-F 2022 | Governance
(D) MCIP 2022 Outcomes This includes MCIP match shares (operated under the Unilever Share Plan 2017) granted to Alan Jope and Graeme Pitkethly on 23 April 2019, based on performance in the four-year period to 31 December 2022, which vested on 9 February 2023. The values included in the single figure table for 2022 are calculated by multiplying the number of shares granted (including additional shares in respect of accrued dividends through to 31 December 2022) by the level of vesting (% of target award) and the share price on the date of vesting (PLC £41.09 and PLC EUR €46.47), translated into euros using the exchange rate on the date of vesting (€1 = £0.8879). Performance against targets: Performance: MCIP 2019-2022 (a) Earnings Per Share Growth excludes the benefit from share buyback of €3bn in 2021. 2022 share buyback of €1.5bn was executed to return ekaterra Tea Business proceeds, hence considered. Further details of the MCIP outcome and the Committee's assessment of the appropriateness of the formulaic outcomes are described in the Committee Chair's letter on page 109. Further detail on the SPI outcome is set out below. On the basis of this performance, the Committee determined that the MCIP awards at the end of 2022 will vest at 70% of initial target award levels (i.e. 35% of maximum for MCIP), in line with the formulaic outcome. Outcome of SPI for MCIP cycle 2019-2022: The SPI is an assessment of the business’s sustainability performance by the CRC and the Committee that captures quantitative and qualitative elements. The CRC and the Committee agree on a SPI achievement level against the target taking into account performance across all the targets in each Compass pillar (i.e. climate action, positive nutrition, and living wage). The Unilever Compass sustainability target is our integrated sustainability and business strategy and includes 38 sustainability KPIs under three Compass priority areas. The 2022 SPI performance is set out on page 118. The SPI index for the four-year MCIP performance period is calculated by taking a simple average and is set out at the bottom of the table for MCIP 2019-2022. From 2022, the SPI indicators are based on progress made against the Unilever Compass, as 2021 marked the final year of reporting against the Unilever Sustainable Living Plan (USLP). Therefore, for the MCIP cycle 2019-2022, the outcome for the first three years is based on the USLP and the outcome for the final year is based on the Unilever Compass. To 'improve the health of the planet', aligned to Home Care’s Clean Future strategy, we signed two major contracts with suppliers to develop alternatives to surfactants: the most greenhouse gas-intensive class of ingredients. We also continue in our journey to deforestation-free supply chains, where in 2021, 81% of our volumes of palm oil, paper and board, tea, soy and cocoa were from areas with a low risk of deforestation. We have made further progress against all waste-free world targets, through our 'less plastic, better plastic, no plastic' framework, and are firmly on track to deliver the goal of 25% recycled plastic by 2025. Under our 'improve people's health, confidence and wellbeing' priority area, we reached 686 million people, helping to improve their health, wellbeing and hygiene through programmes led by some of our biggest brands: Lifebuoy, Dove, Pepsodent and Sunsilk. Further, plant-based eating is essential to reduce the burden on the planet, and it is good for people’s health. Despite Covid-related supply issues and intensified competition completion, our plant-based products have reported growth. We have a strategy to sustain the strong growth of meat replacement and vegan mayonnaise and to boost growth in plant-based ice cream. Finally, under the 'contribute to a fairer and more socially inclusive world' priority area, we enhanced the livelihoods of millions of people by driving fairness and human rights in our operations and extended supply chain. We are supporting diverse businesses through supplier development programmes and launched a supplier diversity pledge. Focusing on key collaborative manufacturing suppliers and our largest markets, we are implementing the Living Wage. And, to prepare for changing core skills required to perform their roles, we are ensuring our workforce is prepared for the future with an aim to reskill or upskill our employees with future-fit skills by 2025. Directors' Remuneration Report Unilever Annual Report on Form 20-F 2022 | Governance 117
The average SPI outcome for MCIP 2019-2022 is set out at the bottom of the table and in note (b). SPI 2022 Compass pillar Compass target KPI 2021 target Judgement(a) 2021 actuals Compass priority area: Improve the health of the planet Climate action Replace fossil-fuel-derived carbon with renewable or recycled carbon in all our cleaning and laundry product formations by 2030 The total number of suppliers with whom we have signed agreements to develop renewable or recycled carbon surfactants from 1 January to 31 December 2021 2 Achieved 2 Protect and regenerate nature Deforestation-free supply chain in palm oil, soy, paper and board, tea and cocoa by 2023 The percentage of palm oil, soy, paper and board, tea and cocoa that are purchased or contracted from low-risk sources of deforestation by 31 December 2021, based on contracts in place by 1 October 2021 for palm oil, and purchases made from 1 October to 31 December 2021 for soy, paper and board, tea and cocoa 80% Achieved 81% Waste-free world 25% recycled plastic by 2025 Total tonnes of recycled plastic purchased as a percentage of total tonnes of plastic packaging used in products sold from 1 January to 31 December 2021 20% Under- achieved 19% Compass priority area: Improve people's health, confidence and wellbeing Positive nutrition €1 billion annual sales from plant- based meat and dairy alternatives by 2025-2027 Total sales (euros) of Unilever's products containing plant-based meat and dairy alternatives from 1 January to 31 December 2021 €320m Under- achieved €242m Health & wellbeing Taking action through our brands to improve health and wellbeing and advance equity and inclusion, reaching 1 billion people per year by 2030 Number of people reached by brand communications and initiatives that help improve health and wellbeing, and help advance equity and inclusion from 1 January to 31 December 2021 500m people Over- achieved 686m people Compass priority area: Contribute to a fairer and more socially inclusive world Equity, diversity & inclusion Spend €2 billion annually with diverse businesses worldwide by 2025 Monetary value (euros) of all invoices received from tier 1 suppliers that are either verified as a diverse business by an approved certification body or have self- declared as a diverse business from 1 January to 31 December 2021 €374m Over- achieved €445m Raise living standards Ensure that everyone who directly provides goods and services to Unilever will earn at least a living wage or income by 2030 The total monetary value of long- term Dedicated Collaborative Manufacturing contracts signed with a requirement to pay a living wage, expressed as a percentage of the total monetary value of long- term Dedicated Collaborative Manufacturing contracts signed from 1 January to 31 December 2021 60% Over- achieved 78% Future of work Reskill or upskill our employees with future-fit skills by 2025 % of employees with a future-fit skills set from 1 January to 31 December 2021 5% Achieved 7% Annual SPI outcome 125% Average SPI outcome for MCIP 2019-2022(b) 126% (a) Judgement of the Committee and CRC. (b) SPI outcomes for the years 2019-2021 were based on the USLP and are set out in detail on page 92 of the Annual Report and Accounts 2021. SPI 2019 outcome (based on 2018 actuals) was 125%, SPI 2020 outcome (based on 2019 actuals) was 130%, SPI 2021 outcome (based on 2020 actuals) was 125% and SPI 2022 outcome (based on 2021 actuals) was 125%, making an average SPI outcome for MCIP 2019-2022 of 126% (rounded). Directors' Remuneration Report 118 Unilever Annual Report on Form 20-F 2022 | Governance
Share price growth MCIP 2019 – 2022 (a) The conditional number of shares awarded (including decimals) at the share price on the award date at target performance. (b) The business performance ratio applied to the original conditional share award (including decimals) at the share price on the award date. (c) The dividends accrued on the original conditional share award (including decimals) at the share price on the award date. (d) The nominal movement in share price between the award date and the vesting date applied to the original conditional share award plus accrued dividends (including decimals) multiplied by the business performance ratio. The value attributable to share price growth over the vesting period is -€79,922 and -€72,157 for the CEO and CFO respectively (using exchange rate on day of vesting for CFO of €1 = £0.8879). (a) The final value of the award on the vesting date using the exchange rate on the day of vesting of €1 = £0.8879. The actual number of vested shares can be found on page 122. Scheme interests awarded in the year PSP performance share award made in 2022 Basis of award The following numbers of performance shares were awarded on 11 March 2022 (vesting on 13 February 2025): CEO: PLC – 77,427 CFO: PLC – 46,660 Maximum vesting results in 200% of the above awards vesting. Dividend equivalents may be earned (in cash or additional shares) on the award when and to the extent that the award vests. Maximum face value of awards(a) ■ CEO: €6,171,287 ■ CFO: €3,719,011 Threshold vesting (% of target award) Four equally weighted long-term performance measures. 0% of the target award vests for threshold performance. Performance period 1 January 2022 – 31 December 2024 (with a requirement to hold vested shares for a further two-year retention period). Details of performance measures Performance measures: PSP 2022 – 2024 awards Weighting Threshold Max Competitiveness: % business winning(b) 25% 45% 60% 0% 200% Cumulative free cash flow (current FX) 25% €16.0bn €22.0bn 0% 200% Underlying return on invested capital (exit year %) 25% 15% 19% 0% 200% 200% Sustainability progress index (Committee assessment of SPI progress) 25% 0% 200% 0% 200% (a) Face values are calculated by multiplying the number of shares granted on 11 March 2022 (including decimals) by the share price on that day of PLC £33.92, assuming maximum performance and therefore maximum vesting of 200% and then translating into euros using an average exchange rate over 2022 of €1 = £0.8510 (rounded). (b) Competitiveness measured by % Business Winning was 47% on a Moving Annual Total basis as per 31 December 2022. Directors' Remuneration Report Unilever Annual Report on Form 20-F 2022 | Governance 119
Annual bonus deferral share award made in 2022 Basis of award The following numbers of annual bonus deferral shares were awarded on 22 March 2022: CEO: ■ PLC – 12,020 CFO: ■ PLC – 7,244 Annual bonus deferral shares accrue dividends, which are reinvested. Face value of awards(a) CEO: €485,803 CFO: €292,775 Deferral period 22 March 2022 – 22 March 2025. Details of performance measures No performance measures. (a) Face values are calculated by multiplying the number of shares granted on 22 March 2022 (including decimals) by the share price on that day of PLC £34.40 and then translated into euros using an average exchange rate over 2022 of €1 = £0.8510 (rounded). Minimum shareholding requirement and Executive Director share interests Executive Directors are required to build and retain a personal shareholding in Unilever within five years of their date of appointment to align their interests with those of Unilever’s shareholders. Incoming Executive Directors will be required to retain all shares vesting from any share awards made since their appointment (after deduction of tax) until their minimum shareholding requirements have been met in full. If Executive Directors fail to achieve 100% of the shareholding requirement by the relevant time, they are not permitted to sell any Unilever shares and Unilever retains the right to block the sale of their shares until the required level of shareholding has been obtained. The table below shows the Executive Directors’ share ownership against the minimum shareholding requirements as at 31 December 2022 and the interest in PLC ordinary shares of the Executive Directors and their connected persons as at 31 December 2022. When calculating an Executive Director’s personal shareholding, the following methodology is used: ■ fixed pay at the date of measurement; ■ shares in PLC will qualify provided they are personally owned by the Executive Director, by a member of their (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 legacy MCIP, whether from the annual bonus or otherwise, will qualify as from the moment of purchase as these are held in the individual’s name and are not subject to further restrictions; ■ shares or entitlements to shares that are subject only to the Executive Director remaining in employment will qualify on a net of tax basis (including deferred bonus awards); ■ shares awarded on a conditional basis by way of the legacy MCIP will not qualify until the moment of vesting (i.e. once the precise number of shares is fixed after the four-year vesting period has elapsed); ■ shares awarded on a conditional basis under the PSP will not qualify until the moment of vesting (i.e. once the precise number of shares is fixed after the three-year vesting period for PSP has elapsed); and ■ 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. Any Executive Director who leaves after the date the Remuneration Policy took effect will be required to maintain at least 100% of their minimum shareholding requirement for two years after leaving (or if less, their actual shareholding on the date of leaving). ULE members are required to build a shareholding of 400% of fixed pay (500% for the CEO). This requirement is 250% of fixed pay for the management layer below ULE. Executive Directors’ shareholdings are ring-fenced to ensure they meet the minimum shareholding requirement, including for two years after leaving employment. This means that even if the shares are vested, they are blocked until the end of the minimum shareholding requirement period (excluding any shares above the minimum shareholding requirement). Directors' Remuneration Report 120 Unilever Annual Report on Form 20-F 2022 | Governance
Executive Directors’ and their connected persons’ interests in shares and share ownership Share ownership guideline as % of fixed pay (as at 31 December 2022) Have guidelines been met (as at 31 December 2022) Actual share ownership as a % of fixed pay (as at 31 December 2022)(a) Shares held as at 1 January 2022 Shares held as at 31 December 2022(b) PLC PLC ADS PLC PLC ADS CEO: Alan Jope 500% Yes 894% 43,251 223,140 55,271 237,881 CFO: Graeme Pitkethly 400% Yes 831% 182,058 206,108 (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 2022 (€1,560,780 for the CEO and €1,175,719 for the CFO). (b) PLC shares are ordinary 31/9p shares. Includes annual bonus deferral shares dividend accrual, which is reinvested. During the period between 1 January and 21 February 2023, the following changes in interests have occurred: ■ Graeme Pitkethly purchased 6 PLC shares under the PLC ShareBuy Plan: 3 on 10 January 2023 at a share price of £41.97, and a further 3 on 8 February 2023 at a share price of £40.98; and ■ as detailed under heading (D) on page 117, on 9 February 2022: ■ Alan Jope acquired 7,054 PLC EUR shares following the vesting of his 2019 MCIP award; and ■ Graeme Pitkethly acquired 8,114 PLC GBP shares following the vesting of his 2019 MCIP award. The voting rights of the Directors (Executive and Non-Executive) and members of the ULE who hold interests in the share capital of PLC are the same as for other holders of the class of shares indicated. As at 21 February 2023, 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 (except Nelson Peltz who owns 1.4% of the PLC issued share capital including via Trian Fund Management as a connected person). All shareholdings in the table above are beneficial. On page 92, the full share capital of PLC has been described. Pages 167 and 168 set out how many shares Unilever held to satisfy the awards under the share plans. Information in relation to outstanding share incentive awards As at 31 December 2022, Alan Jope held awards over a total of 207,808 shares which are subject to performance conditions and a total of 17,763 shares which are not subject to performance conditions, and Graeme Pitkethly held awards over a total of 135,568 shares which are subject to performance conditions and a total of 10,705 shares which are not subject to performance conditions. There are no awards of shares in the form of options. Directors' Remuneration Report Unilever Annual Report on Form 20-F 2022 | Governance 121
Annual bonus deferral shares The following bonus deferral shares were outstanding at 31 December 2022 under the Unilever Share Plan 2017: Share type Balance of restricted bonus deferral shares at 1 January 2022 Bonus deferral shares granted in 2022(a) Price at award Bonus deferral shares with restrictions removed Balance of bonus deferral shares at 31 December 2022(b) Alan Jope PLC 5,743 12,020 £34.40 — 17,763 Graeme Pitkethly PLC 3,461 7,244 £34.40 — 10,705 (a) Grant made on 22 March 2022 and vests on 22 March 2025. (b) Annual bonus deferral shares accrue dividends, which are included in the share ownership table above where applicable. PSP The following conditional shares were outstanding at 31 December 2022 under the PSP and are subject to performance conditions: Balance of conditional shares at 1 January 2022 Conditional shares awarded in 2022 Balance of conditional shares at 31 December 2022 Share type No. of shares (a) (b) Performance period 1 January 2022 to 31 December 2024(c) Price at award Dividend shares accrued during the year(d) Vested in 2022(e) Price at vesting Additional shares earned in 2022 Shares lapsed No. of shares Alan Jope PLC 62,913 77,427 £33.92 4,714 — £- — — 145,054 Graeme Pitkethly PLC 37,913 46,660 £33.92 2,841 — £- — — 87,414 (a) Alan Jope: This includes a grant of 61,233 of PLC shares made on 7 May 2021 (vesting on 7 May 2024), and 1,680 PLC shares from reinvested dividends accrued in prior years in respect of awards. (b) Graeme Pitkethly: This includes a grant of 36,901 of PLC shares made on 7 May 2021 (vesting on 7 May 2024), and 1,012 PLC shares from reinvested dividends accrued in prior years in respect of awards. (c) These grants were made on 11 March 2022 (vesting 13 February 2025). (d) Reflects reinvested dividend equivalents accrued during 2022, subject to the same performance conditions as the underlying PSP shares. (e) The first vest will take place in 2024. MCIP The following conditional shares vested during 2022 or were outstanding at 31 December 2022 under the MCIP: Balance of conditional shares at 1 January 2022 Balance of conditional shares at 31 December 2022 Share type No. of shares (a) (b) Dividend shares accrued during the year(c) Vested in 2022(d) Price at vesting Additional shares earned in 2022(e) Shares lapsed No. of shares Alan Jope PLC 60,370 2,384 — N/A — — 62,754 PLC ADS 16,381 — 14,252 US$51.88 — 2,129 — Graeme Pitkethly PLC 74,430 1,831 24,453 £38.18 — 3,654 48,154 (a) Alan Jope: This includes a grant of 14,454 PLC ADS shares made on 23 April 2018 (which vested on 16 February 2022), a grant of 16,668 PLC shares on 23 April 2019 (which vested on 9 February 2023), and a grant of 39,594 PLC shares on 24 April 2020 (vesting on 15 February 2024) and 1,927 PLC ADR shares and 4,108 PLC shares from reinvested dividends accrued in prior years in respect of awards. Please note, any Unilever N.V. shares were converted to PLC shares on Unification in November 2020, which is why only Unilever PLC shares are provided in this table. (b) Graeme Pitkethly: This includes a grant of 12,408 of each NV and PLC shares made on 3 May 2018 (which vested on 16 February 2022), a grant of 19,196 PLC shares on 23 April 2019 (which vested on 9 February 2023) and a grant of 23,795 PLC shares on 24 April 2020 (vesting on 15 February 2024) and 6,623 PLC shares from reinvested dividends accrued in prior years in respect of awards. Please note, any Unilever N.V. shares were converted to PLC shares on Unification in November 2020, which is why only Unilever PLC shares are provided in this table. (c) Reflects reinvested dividend equivalents accrued during 2022 and subject to the same performance conditions as the underlying matching shares. (d) The 23 April 2018 and 3 May 2018 grant vested on 16 February 2022 at 87% for both Alan Jope and Graeme Pitkethly. (e) This includes any additional shares earned and accrued dividends as a result of a business performance multiplier on vesting below 100%. Directors' Remuneration Report 122 Unilever Annual Report on Form 20-F 2022 | Governance
Executive Directors' service contracts Starting dates of our Executive Directors’ service contracts: ■ Alan Jope: 1 January 2019 (signed on 16 December 2020); and ■ Graeme Pitkethly: 1 October 2015 (signed on 16 December 2015). Service contracts are available to shareholders to view at the AGMs or on request from the Group Secretary, and can be terminated with 12 months’ notice from Unilever or six months’ notice from the Executive Director. A payment in lieu of notice can be made of no more than one year’s fixed pay 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. See the remuneration topics section of our website for a copy of the Remuneration Policy. Payments to former Directors The table below shows the 2022 payments to Paul Polman in accordance with arrangements made with him upon his stepping down as CEO on 31 December 2018 and his retirement from employment with Unilever effective 2 July 2019. These arrangements were disclosed in the 2018 DRR. Paul Polman (€'000) Benefits(a) 94 Total Remuneration 94 (a) This includes tax preparation fees and social security. There have been no other payments to former Directors nor have there been any payments for loss of office during the year. Joining arrangements for Hein Schumacher Hein will begin employment with Unilever on 1 June 2023 as CEO Designate and Executive Director and then become CEO on 1 July 2023. The Compensation Committee approved the remuneration package, as described in this section, which will come into effect from 1 June 2023. His remuneration package is in accordance with the approved Remuneration Policy. Hein's Fixed Pay has been set at €1,850,000 per annum. Hein is eligible to receive a discretionary annual bonus with target opportunity set at 150% of Fixed Pay (maximum 225% Fixed Pay). 50% of any net annual bonus will be deferred into Unilever shares for three years. Hein's bonus in respect of 2023 will be pro-rated for his period of employment with the Company. Further details on the annual bonus (including performance measures) are set out on page 113. Hein is also eligible for a PSP award of 200% of Fixed Pay at target (400% Fixed Pay maximum) that will vest, to the extent performance conditions are achieved, on 1 June 2026 followed by an additional two-year holding period. Hein's PSP 2023-2025 award will be reduced to reflect his period of employment with the Company over the performance period (31 out of 36 months, which equates to 172% of Fixed Pay at target totalling €3,186,111). Further details on the PSP 2023-2025, including performance conditions, are set out on page 114. In line with Unilever’s International Mobility policies, Hein will receive a relocation allowance to support his move to the UK (including housing costs) for a time-limited period of 24 months. This is a reduced benefit from Unilever’s usual International Mobility arrangements. If Hein leaves Unilever within 24 months of appointment, the Committee may claw-back some or all of the relocation allowance. In addition, Hein will receive other standard benefits including private medical insurance, life assurance cover, permanent disability insurance and tax advisory services. Buy-out awards In order to secure Hein's appointment and to allow him to join Unilever at the earliest opportunity, the Committee has agreed to buy out certain cash incentives that he will forfeit due to leaving his current employment. In line with the Remuneration Policy, the Committee took into account all relevant factors, including the nature, timing and value of awards being forfeited when determining the structure and size of buy-out awards offered. The following buy-out awards will be granted to Hein following commencement of his employment with the Company and the Committee is satisfied that the structure of the buy-out awards is consistent with the Remuneration Policy: ■ To replace the 2023 cash bonus that Hein will forfeit, a share award with grant value of €232,500 that will vest on 15 February 2024, subject to continued service. ■ To replace the 2021-2023 cash long-term incentive that Hein will forfeit, a share award with grant value of €697,500 that will vest on 7 May 2024 subject to (i) continued service and (ii) PSP 2021-2023 performance outcomes, capped at a maximum of 120% of performance outcome. The number of Unilever shares that will be granted will be calculated using the 5-trading day average share price prior to 1 June 2023. The awards will be reported in the single figure table for 2023. Each buy-out award will be reduced or lapse if Hein's current employer’s award which the buy-out award replaces pays out. The buy-out awards will be subject to the malus and claw-back provisions as set out in the Remuneration Policy. In line with the Remuneration Policy, Hein will be required to retain all shares vesting from any share awards (including the buy-out awards) until his minimum shareholding requirement of 500% of Fixed Pay has been met. Directors' Remuneration Report Unilever Annual Report on Form 20-F 2022 | Governance 123
Leaving arrangements for Alan Jope Alan Jope will step down as CEO and Executive Director with effect from 1 July 2023 and will retire from employment on 31 December 2023 (the 'Retirement Date'). Until the Retirement Date he will assist with an orderly transition and handover of responsibilities. On this basis and in accordance with his service agreement and our Remuneration Policy, Alan Jope: ■ will continue to receive Fixed Pay up to the Retirement Date; ■ remains eligible to receive a discretionary bonus in respect of the 2023 financial year, determined by the Committee in the normal way and at the normal time dependent on the Company’s performance, with 50% of the net annual bonus deferred into shares in accordance with the Remuneration Policy; ■ will participate in the PSP 2023-2025 on a pro-rated basis for the period during which he is CEO of the Company, further details of which, including performance conditions, are set out on page 114; ■ as he is retiring, will be treated as a good leaver and hence his outstanding awards under the MCIP and PSP long-term share incentive plans will remain capable of vesting in accordance with the rules of the relevant plan and will then vest on their respective vesting dates, subject to Company performance. Upon vesting of any PSP awards, Alan will have a further two-year retention period in accordance with the Remuneration Policy; ■ will continue to be eligible for vesting and release of any annual bonus deferral shares in accordance with their terms; ■ will remain subject to the Company’s minimum shareholding requirement and needs to retain Unilever shares worth at least five times his annual Fixed Pay until the second anniversary of the Retirement Date; ■ will continue to receive tax return preparation services in respect of all Unilever source income; ■ will continue to receive medical insurance cover and death-in-service benefits through to the Retirement Date; and ■ will be entitled to payment for any unused and accrued holiday days as at the Retirement Date. Details of all payments made to and received by Alan Jope will be disclosed on the Company’s website and in the Directors’ Remuneration Report within the Annual Report and Accounts as required going forward. Implementation of the Remuneration Policy for Non-Executive Directors As explained in the Chair letter on page 110, Non-Executive Director fees have not been increased for three years despite increasing complexity, time commitment and required skills related to the role. As set out in last year’s DRR, there was no increase to Non-Executive Director fees in 2022 and we planned to review the fees again in 2022. Such review shows that the fee levels for some roles are below the benchmark of market median rates for UK FTSE 30 companies. Therefore, an increase from 1 January 2023 was approved to the basic Non-Executive Director fee (by GBP 10,000) as well as the rates for the Chair (by GBP 10,000), the Chair of the Compensation Committee (by GBP 5,000) and Chair of the Corporate Responsibility Committee (by GBP 5,000), as well as the member fees for the Compensation Committee (by GBP 2,000), Audit Committee (by GBP 2,000) and Corporate Responsibility Committee (by GBP 5,000). The Committee will review the fees again in 2023. Non-Executive Director fees are set and paid in GBP. The table below outlines the current fee structure shown in our reporting currency of EUR and GBP and using the average exchange rate over 2022 of £1 = €1.1751 (rounded). 2023 2022 Roles and responsibilities Annual Fee € Annual Fee £ Annual Fee € Annual Fee £ Basic Non-Executive Director Fee 111,631 95,000 99,880 85,000 Chair (all-inclusive) 775,540 660,000 763,789 650,000 Senior Independent Director (modular) 47,002 40,000 47,002 40,000 Member of Nominating and Corporate Governance Committee 17,626 15,000 17,626 15,000 Member of Compensation Committee 23,501 20,000 21,151 18,000 Member of Corporate Responsibility Committee 23,501 20,000 17,626 15,000 Member of Audit Committee 29,377 25,000 27,026 23,000 Chair of Nominating and Corporate Governance Committee 35,252 30,000 35,252 30,000 Chair of Compensation Committee 41,127 35,000 35,252 30,000 Chair of Corporate Responsibility Committee 41,127 35,000 35,252 30,000 Chair of Audit Committee 47,002 40,000 47,002 40,000 All reasonable travel and other expenses incurred by Non-Executive Directors in the course of performing their duties are considered to be business expenses and so are reimbursed. Non-Executive Directors also receive expenses relating to the attendance of their spouse or partner, when they are invited by Unilever. Directors' Remuneration Report 124 Unilever Annual Report on Form 20-F 2022 | Governance
Single figure of remuneration in 2022 for Non-Executive Directors The table below shows a single figure of remuneration for each of our Non-Executive Directors, for the years 2021 and 2022. Non-Executive Director 2022 2021 Fees(a) €'000 Benefits(b) €'000 Total remuneration €'000 Fees(a) €'000 Benefits(b) €'000 Total remuneration €'000 Nils Andersen(c) 764 29 793 755 — 755 Laura Cha(d) 50 — 50 137 — 137 Vittorio Colao(e) — — — 22 — 22 Judith Hartmann(f) 127 1 128 126 — 126 Adrian Hennah(g) 140 — 140 21 — 21 Andrea Jung(h) 200 — 200 180 — 180 Susan Kilsby(i) 127 27 154 126 — 126 Ruby Lu(j) 139 15 154 23 — 23 Strive Masiyiwa(k) 135 — 135 134 — 134 Youngme Moon(l) 118 41 159 132 — 132 Nelson Peltz(m) 54 — 54 — — — John Rishton(n) 51 — 51 145 — 145 Hein Schumacher(o) 31 — 31 — — — Feike Sijbesma(p) 135 1 136 134 — 134 Total(q) 2,071 114 2,185 1,935 — 1,935 (a) This includes fees received from Unilever for 2021 and 2022 respectively. Includes basic Non-Executive Director fee and committee chairship and/or membership. Where relevant, amounts for 2021 have been translated into euros using the average exchange rate over 2021 (€1 = £0.8605). Amounts for 2022 have been translated into euros using the average exchange rate over 2022 (€1 = £0.8510). (b) The only benefit received relates to travel by spouses or partners where they are invited by Unilever. There was no travel by the spouses or partners in 2021 due to the Covid pandemic. (c) Chair, Chair of the Nominating and Corporate Governance Committee and member of the Compensation Committee. (d) Retired from the Board at the May 2022 AGM. (e) Stepped down from the Board and Chair of the Compensation Committee on 18 February 2021. (f) Member of the Audit Committee. (g) Appointed to the Board with effect from 1 November 2021 and became Chair of the Audit Committee on 4 May 2022. (h) Senior Independent Director and member of the Nominating and Corporate Governance Committee from the May 2021 AGM and Chair of the Compensation Committee from 18 February 2021. (i) Member of the Audit Committee. (j) Member of the Compensation Committee and Nominating and Corporate Governance Committee and appointed to the Board with effect from 1 November 2021. (k) Chair of the Corporate Responsibility Committee. (l) Member of the Corporate Responsibility Committee. Stepped down as Senior Independent Director from the May 2021 AGM. (m) Appointed to the Board and member of the Compensation Committee with effect from 20 July 2022. (n) Retired from the Board at the May 2022 AGM. (o) Appointed to the Board and member of the Audit Committee with effect from 4 October 2022. (p) Member of the Corporate Responsibility Committee and Nominating and Corporate Governance Committee. (q) In addition, Marjin Dekkers received benefits of €24,500 in 2022 related to spouse/partner travel to attend an event postponed from before his retirement in May 2020 due to Covid. We do not grant our Non-Executive Directors any personal loans or guarantees or any variable remuneration, nor are they entitled to any severance payments. Directors' Remuneration Report Unilever Annual Report on Form 20-F 2022 | Governance 125
Percentage change in remuneration of Non-Executive Directors The table below shows the five-year history of year-on-year percentage change for fees and other benefits for the Non-Executive Directors who were Non-Executive Directors at any point during 2022. Total Remuneration(a) Non-Executive Director % change from 2021 to 2022 % change from 2020 to 2021 % change from 2019 to 2020 % change from 2018 to 2019 % change from 2017 to 2018 Nils Andersen(b) 5.0 -3.0 253.9 69.2 16.1 Laura Cha(c) -63.5 2.3 10.8 5.2 7.5 Judith Hartmann 1.6 -3.0 -11.4 14.1 14.3 Adrian Hennah(d) 566.7 0.0 0.0 0.0 0.0 Andrea Jung(e) 11.1 32.8 11.8 51.3 0.0 Susan Kilsby(f) 22.2 -3.0 144.0 0.0 0.0 Ruby Lu(g) 569.6 0.0 0.0 0.0 0.0 Strive Masiyiwa 0.7 -3.0 -0.9 6.1 18.0 Youngme Moon(h) 20.5 -21.4 -0.8 15.0 42.7 Nelson Peltz(i) 0.0 0.0 0.0 0.0 0.0 John Rishton(j) -64.8 -3.0 -10.9 17.5 12.6 Hein Schumacher(k) 0.0 0.0 0.0 0.0 0.0 Feike Sijbesma 1.5 -3.0 -0.9 3.0 6.3 (a) Non-Executive Directors receive an annual fixed fee and do not receive any Company performance-related payment. Therefore, the year-on-year % changes are mainly due to changes in committee chair or memberships, mid-year appointments of Non-Executive Directors, fee increases as disclosed in applicable directors’ remuneration reports, travel costs and changes in the average sterling: euro exchange rates. The only benefit received relates to travel by spouses or partners where they are invited by Unilever. There was no travel by the spouses or partners in 2020 or 2021 due to the Covid pandemic. (b) Nils Andersen became Chair in November 2019, hence his larger % increase from 2019 to 2020. (c) Retired from the Board at the May 2022 AGM. (d) Appointed to the Board with effect from 1 November 2021 and became Chair of the Audit Committee on 4 May 2022. (e) Senior Independent Director and member of the Nominating and Corporate Governance Committee with effect from May 2021 AGM and Chair of the Compensation Committee from 18 February 2021. (f) Susan Kilsby joined Unilever in August 2019 and therefore her change from 2019 to 2020 shows a larger % change than for a usual mid-year joiner. (g) Member of Compensation Committee and Nominating and Corporate Governance Committee and appointed to the Board with effect from 1 November 2021. (h) Stepped down as Senior Independent Director with effect from May 2021 AGM. (i) Member of the Compensation Committee and appointed to the Board with effect from 20 July 2022. (j) Retired from the Board at the May 2022 AGM. (k) Member of the Audit Committee and appointed to the Board with effect from 4 October 2022. Non-Executive Directors’ interests in shares Non-Executive Directors are encouraged to build up a personal shareholding of at least 100% of their annual fees over the five years from appointment. The table shows the interests in Unilever PLC ordinary shares as at 1 January 2022 and Unilever PLC ordinary shares as at 31 December 2022 of Non-Executive Directors and their connected persons. This is set against the minimum shareholding recommendation. There has been no change in these interests between 1 January 2023 and 21 February 2023, other than the following transactions carried out by Trian Fund Management as a connected person of Nelson Peltz: (i) sale of 1,661,153 PLC GBP shares by certain funds managed by Trian Fund Management for portfolio management purposes on 15 February 2023 at a weighted average share price of £42.60; (ii) distribution in kind of 1,012,346 PLC GBP shares by a fund managed by a subsidiary of Trian Fund Management on 16 February 2023, made in connection with the wind-up of the fund and a related vehicle; and (iii) acquisition of 822 PLC GBP shares distributed by a fund managed by a subsidiary of Trian Fund Management on 16 February 2023. Non-Executive Director Share type Shares held at 31 December 2022 Share type Shares held at 1 January 2022 Actual share ownership as a % of NED fees (as at 31 December 2022) Nils Andersen PLC 21,014 PLC 21,014 130 Laura Cha(a) PLC 3,518 PLC 3,518 334 Judith Hartmann PLC 2,500 PLC 2,500 93 Adrian Hennah PLC 4,000 PLC — 136 Andrea Jung PLC 4,576 PLC 4,576 109 Susan Kilsby PLC 2,250 PLC 2,250 84 Ruby Lu PLC — PLC — 0 Strive Masiyiwa PLC 3,530 PLC 3,010 124 Youngme Moon PLC ADS 3,500 PLC ADS 3,500 141 Nelson Peltz(b) PLC 39,167,999 n/a n/a 3,440,770 John Rishton(c) PLC 6,596 PLC 6,596 614 Hein Schumacher(d) PLC — n/a n/a 0 Feike Sijbesma PLC 10,000 PLC 10,000 351 (a) Retired from the Board at the May 2022 AGM. Shares held as at 4 May 2022. (b) Appointed with effect from 20 July 2022. Share ownership also includes shares held by Trian Fund Management as a connected person. (c) Retired from the Board at the May 2022 AGM. Shares held as at 4 May 2022. (d) Appointed with effect from 4 October 2022. Directors' Remuneration Report 126 Unilever Annual Report on Form 20-F 2022 | Governance
Non-Executive Directors' letters of appointment All Non-Executive Directors were reappointed to the Board at the 2022 AGM.(a) Non-Executive Director Date first appointed to the Board Effective date of current appointment(a) Nils Andersen 30 April 2015 4 May 2022 Laura Cha 15 May 2013 n/a Judith Hartmann 30 April 2015 4 May 2022 Adrian Hennah 1 November 2021 4 May 2022 Andrea Jung 3 May 2018 4 May 2022 Susan Kilsby 1 August 2019 4 May 2022 Ruby Lu 1 November 2021 4 May 2022 Strive Masiyiwa 21 April 2016 4 May 2022 Youngme Moon 21 April 2016 4 May 2022 Nelson Peltz 20 July 2022 20 July 2022 John Rishton 15 May 2013 n/a Hein Schumacher 4 October 2022 4 October 2022 Feike Sijbesma 1 November 2014 4 May 2022 (a) With the exception of Nelson Peltz and Hein Schumacher who were appointed by the Board with effect from 20 July 2022 and 4 October 2022 respectively and appointments to be confirmed at the 2023 AGM and Laura Cha and John Rishton who retired as Directors at the 4 May 2022 AGM. The unexpired term for all Non- Executive Directors’ letters of appointment is the period up to the 2023 AGM, as they all, unless they are retiring, submit themselves for annual reappointment. Other disclosures related to Directors' remuneration Unilever regularly looks at pay ratios throughout the Group, and the pay ratio between each work level (WL in the table below), and we have disclosed this for a number of years. The table below provides a detailed breakdown of the fixed and variable pay elements for each of our UK work levels, showing how each work level compares to the CEO and CFO in 2022 (with equivalent figures from 2021 included for comparison purposes). CEO/CFO Pay Ratio Comparison (split by fixed/variable pay) Figures for the CEO and CFO are calculated using the data from the Executive Directors’ single figure table on page 115. The year-on-year comparison reflects an increase in total compensation for the Executive Directors in 2022 following a higher performance outcome for annual bonus in 2022. Executive Directors have a higher weighting on performance-related pay compared to other employees. The numbers are further impacted by fluctuation in the exchange rates used to convert pay elements denominated in pounds sterling to euros for reporting purposes and not including employees in the Netherlands following Unification. Where relevant, amounts for 2021 have been translated using the average exchange rate over 2021 (€1 = £0.8605), and amounts for 2022 have been translated using the average exchange rate over 2022 (€1 = £0.8510). Annual bonus and LTI for the UK employees 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 (disregarding personal performance multipliers, which equal out across the population as a whole); and ■ MCIP values calculated at an appropriate average for the relevant work level of employees, i.e. an average 20% investment of bonus for WL2 employees; 45% for WL3 employees; 60% for WL4-5 employees; and 100% for WL6 employees, multiplied by the actual MCIP business performance ratio. Fixed pay figures reflect all elements of pay (including allowances) and benefits paid in cash. Directors' Remuneration Report Unilever Annual Report on Form 20-F 2022 | Governance 127
CEO pay ratio comparison The table below is included to meet UK requirements and 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 ended 31 December 2022 Salary: £36,802 £44,478 £60,788 Pay and benefits (excluding pension): £49,868 £61,553 £93,612 Pay ratio (Option A): 92:1 75:1 49:1 63:1 Year ended 31 December 2021 Salary: £34,560 £42,668 £58,869 Pay and benefits (excluding pension): £48,229 £60,306 £90,335 Pay ratio (Option A): 87:1 70:1 47:1 63:1 Year ended 31 December 2020 Salary: £34,298 £41,010 £55,000 Pay and benefits (excluding pension): £45,713 £55,751 £80,670 Pay ratio (Option A): 67:1 55:1 38:1 50:1 Year ended 31 December 2019 Salary: £38,510 £45,154 £59,988 Pay and benefits (excluding pension): £50,689 £61,086 £87,982 Pay ratio (Option A): 83:1 69:1 48:1 51:1 Figures for the CEO are calculated using the data from the Executive Directors’ single figure table on page 115 translated into sterling using the average exchange rate over 2022 (€1 = £0.8510). Option A was used to calculate the pay and benefits (including 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 2022, and the respective salary and pay and benefits figures for each quartile are set out in the table above. Full-time equivalent figures are calculated on a pro-rated basis. Variable pay figures for the UK employees are calculated on the basis set out in the paragraph for other work levels below the ‘CEO/CFO pay ratio comparison’ table. 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 minimal. The mean pay ratio has remained the same for 2022, as the average total remuneration for all UK employees increased at a similar rate to that of the CEO. Both the CEO's total remuneration and the average total remuneration for UK employees increased by around 9%. The median ratio is considered to be consistent with the pay, reward and progression policies within Unilever as the Remuneration Policy is applicable across our 14,000+ managers throughout the whole business worldwide. Additionally, we are required to show additional disclosures on the rates of change in pay year on year. The pay ratios set out above are more meaningful as they compare to the pay of all of our UK employees. By contrast, the regulations require us to show the percentages below based on employees of our PLC top company only, which forms a relatively small and unrepresentative proportion of our total UK workforce. So, whilst operationally we may pay greater attention to our internal pay ratios (included above in the ‘CEO/CFO pay ratio comparison’ table), these required figures are set out on the following page. Directors' Remuneration Report 128 Unilever Annual Report on Form 20-F 2022 | Governance
Percentage change in remuneration of Executive Directors (CEO/CFO) The table below shows the five-year history of year-on-year percentage change for fixed pay, other benefits (excluding pension) and bonus for the CEO, CFO and PLC’s employees (based on total full-time equivalent total reward for the relevant financial year) pursuant to UK requirements. The respective changes in percentages in fees for our Non-Executive Directors are included in the table ‘Percentage change in remuneration of Non-Executive Directors’ on page 126. Fixed pay Other benefits (not including pension) Bonus % change from 2021 to 2022 CEO(a)(b) 1.8 % 34.2 % 67.0 % CFO(a)(c) 1.7 % 2.1 % 67.0 % PLC employees(d) -4.3 % 7.4 % 57.0 % % change from 2020 to 2021 CEO(a)(b) 1.7 % 35.7 % 71.6 % CFO(a)(c) 1.8 % 23.7 % 71.7 % PLC employees(d) -19.3 % -2.2 % -10.6 % % change from 2019 to 2020 CEO(a)(b) 4.0% 36.6% -39.1% CFO(a) 3.0% 40.7% -39.7% PLC employees(d) 1.7 % 30.2% -3.0% % change from 2018 to 2019 CEO(a) -9.5% -92.3% -7.4% CFO(a) 4.2% 4.8% 7.9% PLC employees(d) 15.0% -5.2% 9.7% % change from 2017 to 2018 CEO(a) 11.3% -19.2% -16.5% CFO(a) 8.2% 8.3% -10.5% PLC employees(d) 8.4% -5.0% -3.9% (a) Calculated using the data from the Executive Directors’ single figure table on page 115 (for information on exchange rates, please see the footnotes in that table). (b) The increase in fixed pay for the CEO in 2022 reflects pay on 31 December 2022, compared to the amount in the 2021 single figure table, which included a pay increase awarded from 1 July 2021. The increase in benefits is due to increased insurance premiums, fluctuation in exchange rates and payment of legal fees associated with the resignation of role of CEO. As a result of a higher formulaic outcome for the 2022 bonus, the bonus increased compared to the previous year (2021). Conversely, a lower formulaic outcome for the 2020 bonus resulted in the bonus from 2019 to 2020 decreasing. As at 1 January 2020, the tax gross-up has been added in the cost instead of in base salary and therefore the other benefits increased from 2019 to 2020 compared to prior years. As at 1 January 2019, Alan Jope succeeded Paul Polman as CEO and therefore the CEO remuneration from 2018 to 2019 decreased compared to prior years as Alan Jope’s fixed pay was set at a level lower than Paul Polman’s. (c) The increase in fixed pay for the CFO in 2022 reflects pay on 31 December 2022, compared to the amount in the 2021 single figure table, which included a pay increase awarded from 1 July 2021. The increase in benefits is due to increased insurance premiums and fluctuation in exchange rates. As a result of a higher formulaic outcome for the 2022 bonus, the bonus increased compared to the previous year (2021). Conversely, a lower formulaic outcome for the 2020 bonus resulted in the bonus from 2019 to 2020 decreasing. As at 1 January 2020, the tax gross-up has been added in the cost instead of in base salary and therefore the other benefits increased from 2019 to 2020 compared to prior years. (d) For the PLC employees, fixed pay numbers include cash-related benefits employees receive as part of their total compensation, to ensure we can accurately compare fixed pay for them against that of the CEO and CFO. Such cash-related benefits include acting-up allowance, transport allowance, and fixed pay protection allowance. Figures are also affected by changes in the average sterling: euro exchange rates, as well as changes in the number of employees, including changes in ULE membership. Directors' Remuneration Report Unilever Annual Report on Form 20-F 2022 | Governance 129
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 and provides a good reference point to compare spend on pay. The chart below shows the percentage of movement in underlying earnings, dividends and total staff costs versus the previous year. (a) In calculating underlying profit attributable to shareholders, net profit attributable to shareholders 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 171 for details). (b) Includes share buyback of €1,509m in 2022 and €3,018m in 2021. CEO single figure ten-year history The table below shows the ten-year history of the CEO single figure of total remuneration: 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 CEO single figure of total remuneration (€‘000) 7,740 9,561 10,296 8,370 11,661 11,726 4,894 3,447 4,890 5,395 Annual bonus award rates against maximum opportunity 78% 66% 92% 92% 100% 51% 55% 32% 54% 89% GSIP performance shares vesting rates against maximum opportunity 64% 61% 49% 35% 74% 66% 60% n/a n/a n/a MCIP matching shares vesting rates against maximum opportunity n/a 81% 65% 47% 99% 88% n/a 42% 44% 35% Ten-year historical Total Shareholder Return (TSR) performance The graph below includes growth in the value of a hypothetical £100 investment over ten years’ FTSE 100 comparison based on 30-trading-day average values. The table below shows Unilever’s performance against the FTSE 100 Index, which is the most relevant index in the UK where we have our principal listing. Unilever is a constituent of this index. Directors' Remuneration Report 130 Unilever Annual Report on Form 20-F 2022 | Governance
Ten-year historical TSR performance Serving as a Non-Executive Director on the board of another company Unilever recognises the benefit to the individual and the Group of senior executives acting as directors of other companies in terms of broadening Directors’ knowledge and experience, but the number of outside directorships of listed companies is generally limited to one per Executive Director. The remuneration and fees earned from that particular outside listed directorship may be retained (see ‘Independence and Conflicts’ on page 88 for further details). For the reason above, Graeme Pitkethly is permitted to be a Non-Executive Director of Pearson plc since 1 May 2019. In 2022, he received an annual fee of €115,404 (£98,208) (2021: €108,077 (£93,000)) (of which 25% of his basic fee was delivered in Pearson shares in accordance with Pearson’s remuneration policy) based on an average exchange rate over 2022 of €1 = £0.8510. Figures for 2021 have been translated in euros based on an average exchange rate over 2021 of €1 = £0.8605. Shareholder voting Unilever remains committed to ongoing shareholder dialogue and takes an active interest in voting outcomes. In the event of a substantial vote against a resolution in relation to Directors’ remuneration, Unilever would seek to understand the reasons for any such vote and would set out in the following Annual Report and Accounts any actions in response to it. The following table sets out actual voting in respect of this and the previous report: Voting outcome For Against Withheld 2021 Directors' Remuneration Report (2022 AGM) (excluding the Directors' Remuneration Policy) 92.52% 7.48% 4,585,321 2021 Directors' Remuneration Policy (2021 AGM) 93.51% 6.49% 8,161,369 The DRR has been approved by the Board, and signed on its behalf by Maria Varsellona, Chief Legal Officer and Group Secretary. Directors' Remuneration Report Unilever Annual Report on Form 20-F 2022 | Governance 131
Financial statements 134 Statement of Directors’ responsibilities 135 Report of Independent Registered Public Accounting Firm 150 Consolidated Financial Statements Unilever Group 154 Notes to the Consolidated Financial Statements Unilever Group 214 Group Companies 225 Shareholder information: financial calendar 226 Additional Information for US Listings Purposes
Annual accounts The Directors are responsible for preparing the Annual Report and Accounts in accordance with applicable law and regulations. The Directors are also required by the UK Companies Act 2006 to prepare accounts for each financial year which give a true and fair view of the state of affairs of the Unilever Group and PLC as at the end of the financial year and of the profit or loss and cash flows for that year. The Directors consider that, in preparing the accounts, the Group and PLC have used the most appropriate accounting policies, consistently applied and supported by reasonable and prudent judgements and estimates, and that all international financial reporting standards (IFRS) as issued by the International Accounting Standards Board (IASB), and UK-adopted international accounting standards, which they consider to be applicable have been followed. The Directors are responsible for preparing the Annual Report and Accounts including the consolidated financial statements in the European single electronic format in accordance with the requirements as set out in Commission Delegated Regulation (EU) 2019/815 with regard to regulatory technical standards on the specification of a single electronic reporting format. The Directors have responsibility for ensuring that PLC keep accounting records which disclose with reasonable accuracy their financial position and which enable the Directors to ensure that the accounts comply with all relevant legislation. They also have a general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group, and to prevent and detect fraud and other irregularities. This statement, which should be read in conjunction with the Independent Auditor's Report, is made with a view to distinguishing for shareholders the respective responsibilities of the Directors and of the auditors in relation to the accounts. A copy of the financial statements of the Unilever Group is placed on our website at www.unilever.com/investorrelations. The maintenance and integrity of the website are the responsibility of the Directors, and the work carried out by the auditors does not involve consideration of these matters. Accordingly, the auditors accept no responsibility for any changes that may have occurred to the financial statements since they were initially placed on the website. Legislation in the UK and the Netherlands governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. Independent auditors and disclosure of information to auditors UK law sets out additional responsibilities for the Directors of PLC regarding disclosure of information to auditors. To the best of each of the Directors’ knowledge and belief, and having made appropriate enquiries, all information relevant to enabling the auditors to provide their opinions on PLC’s consolidated and parent company accounts has been provided. Each of the Directors has taken all reasonable steps to ensure their awareness of any relevant audit information and to establish that Unilever PLC’s auditors are aware of any such information. Directors’ responsibility statement Each of the Directors confirms that, to the best of his or her knowledge: ■ The Unilever Annual Report on Form 20-F 2022, taken as a whole, is fair, balanced and understandable, and provides the information necessary for shareholders to assess the Company’s position and performance, business model and strategy; ■ The financial statements which have been prepared in accordance with international financial reporting standards (IFRS) as issued by the International Accounting Standards Board (IASB), and UK- adopted international accounting standards give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and the undertakings included in the consolidation taken as a whole; and ■ The Strategic Report includes a fair review of the development and performance of the business and the position of PLC and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face. The Directors and their roles are listed on pages 80 to 81. Going concern The activities of the Group, together with the factors likely to affect its future development, performance, the financial position of the Group, its cash flows, liquidity position and borrowing facilities are described on pages 1 to 59. In addition, we describe in notes 15 to 18 on pages 181 to 196 the Group’s objectives, policies and processes for managing its capital; its financial risk management objectives; details of its financial instruments and hedging activities, and its exposures to credit and liquidity risk. Although not assessed over the same period as going concern, the viability of the Group has been assessed on page 76. The Group has considerable financial resources together with established business relationships with many customers and suppliers in countries throughout the world. As a consequence, the Directors believe that the Group is well placed to manage its business risks successfully for at least 12 months from the date of approval of the financial statements. After making enquiries, the Directors consider it appropriate to adopt the going concern basis of accounting in preparing this Annual Report and Accounts. Internal and disclosure controls and procedures Please refer to pages 68 to 75 for a discussion of Unilever’s principal risk factors and to pages 67 to 76 for commentary on the Group’s approach to risk management and control. Statement of Directors' responsibilities 134 Unilever Annual Report on Form 20-F 2022 | Financial Statements
To the Shareholders and Board of Directors Unilever PLC: Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting We have audited the accompanying consolidated balance sheet of Unilever PLC and subsidiaries (the Company) as of 31 December 2022 and 2021, the related consolidated income statement, consolidated statement of comprehensive income, consolidated statement of changes in equity, and consolidated cash flow statement for each of the years in the three-year period ended 31 December 2022, and the related notes (collectively, the Consolidated Financial Statements). We also have audited the Company’s internal control over financial reporting as of 31 December 2022, 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 Company as of 31 December 2022 and 2021, and the results of its operations and its cash flows for each of the years in the three-year period ended 31 December 2022, in conformity with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of 31 December 2022, based on criteria established in Internal Control -Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company acquired Nutraceutical Wellness, Inc. (Nutrafol) on 7 July 2022, and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of 31 December 2022, Nutrafol’s internal control over financial reporting associated with 1.6% of total assets and 0.3% of total turnover included in the Consolidated Financial Statements of the Company as of and for the year ended 31 December 2022. Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of Nutrafol. Basis for Opinions The Company’s 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 Management's report on internal control over financial reporting. Our responsibility is to express an opinion on the Company’s Consolidated Financial Statements and an opinion on the Company’s 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 company's 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 company's 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 company's 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. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the Consolidated Financial Statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the Consolidated Financial Statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the Consolidated Financial Statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Indirect tax contingent liabilities in Brazil As discussed in note 20 to the Consolidated Financial Statements, there are contingent liabilities reported for indirect taxes relating to disputes with the Brazilian authorities related to a 2001 corporate reorganisation. The total amount of the tax assessments in respect of this matter is €3,292 million as of 31 December 2022. We identified the assessment of indirect tax contingent liabilities in Brazil related to a 2001 corporate reorganisation as a critical audit matter. In Brazil, there is a high degree of complexity involved in the local indirect tax regimes (both state and federal) and jurisprudence, related to certain corporate reorganisations. Due to these complexities, there is a high degree of judgement applied by the Group with respect to the uncertainty of the outcome of this matter. Complex auditor’s judgement and specialised skills were also required in assessing the outcome of investigations by the authorities, if a liability exists and in making an estimate of any economic outflows. Report of Independent Registered Public Accounting Firm Unilever Annual Report on Form 20-F 2022 | Financial Statements 135
The following are the primary procedures we performed to address this critical audit matter: ■ We evaluated the design and tested the operating effectiveness of certain internal controls related to the indirect tax process including controls around the assessment of the outcome of investigations if a liability exists and the quantification of the potential economic outflow. ■ We involved local indirect tax professionals with specialised skills and knowledge who assisted in: ■ assessing the appropriateness of the classification as contingent liabilities compared to the nature of the exposures, applicable regulations, and related correspondence with the tax authorities; and ■ assessing the impact of historical and recent judgements passed by the court authorities in considering any legal precedent or case law by inquiring of the Group’s external lawyers and inspection of relevant information, on the likelihood of an outflow of economic resources. ■ We inspected legal opinions from third party lawyers and obtained formal confirmations from the Group’s external lawyers and, where relevant, compared to the underlying exposure. /s/ KPMG LLP We have served as the Company’s auditor since 2014. London, United Kingdom 1 March 2023 136 Unilever Annual Report on Form 20-F 2022 | Financial Statements
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Consolidated income statement
for the year ended 31 December
| € million | € million | € million | ||||||||||||
| Notes | 2022 | 2021 | 2020 | |||||||||||
| Turnover | 2 | 60,073 | 52,444 | 50,724 | ||||||||||
| Operating profit | 2 | 10,755 | 8,702 | 8,303 | ||||||||||
| Which includes gain on disposal of ekaterra | 21 | 2,303 | – | – | ||||||||||
| Net finance costs | 5 | (493) | (354) | (505) | ||||||||||
| Pensions and similar obligations | 44 | (10) | (9) | |||||||||||
| Finance income | 281 | 147 | 232 | |||||||||||
| Finance costs | (818) | (491) | (728) | |||||||||||
| Net monetary gain/(loss) arising from hyperinflationary economies | 1,3 | (157) | (74) | 20 | ||||||||||
| Share of net profit/(loss) of joint ventures and associates | 11 | 208 | 191 | 175 | ||||||||||
| Other income/(loss) from non-current investments and associates | 24 | 91 | 3 | |||||||||||
| Profit before taxation | 10,337 | 8,556 | 7,996 | |||||||||||
| Taxation | 6A | (2,068) | (1,935) | (1,923) | ||||||||||
| Net profit | 8,269 | 6,621 | 6,073 | |||||||||||
| Attributable to: | ||||||||||||||
| Non-controlling interests | 627 | 572 | 492 | |||||||||||
| Shareholders’ equity | 7,642 | 6,049 | 5,581 | |||||||||||
| Combined earnings per share | 7 | |||||||||||||
| Basic earnings per share (€) | 3.00 | 2.33 | 2.13 | |||||||||||
| Diluted earnings per share (€) | 2.99 | 2.32 | 2.12 | |||||||||||
Consolidated statement of comprehensive income
for the year ended 31 December
| € million | € million | € million | ||||||||||||
| Notes | 2022 | 2021 | 2020 | |||||||||||
| Net profit | 8,269 | 6,621 | 6,073 | |||||||||||
| 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 income | 36 | 166 | 78 | |||||||||||
| Remeasurement of defined benefit pension plans | 15B | (473) | 1,734 | 215 | ||||||||||
| Items that may be reclassified subsequently to profit or loss, net of tax: | ||||||||||||||
| Gains/(losses) on cash flow hedges | (91) | 279 | 60 | |||||||||||
| Currency retranslation gains/(losses) | 15B | 614 | 1,177 | (2,590) | ||||||||||
| Total comprehensive income | 8,355 | 9,977 | 3,836 | |||||||||||
| Attributable to: | ||||||||||||||
| Non-controlling interests | 507 | 749 | 286 | |||||||||||
| Shareholders’ equity | 7,848 | 9,228 | 3,550 | |||||||||||
Note 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 154 to 205 which form an integral part of the consolidated financial statements.
150 | Unilever Annual Report on Form 20-F 2022 | Financial Statements | ||||
| Consolidated Financial Statements Unilever Group | ||||||||
Consolidated statement of changes in equity
for the year ended 31 December
€ million Consolidated statement of changes in equity | Called up share capital | Share premium account | Unification reserve | Other reserves | Retained profit | Total | Non-controlling interests | Total equity | ||||||||||||||||||
| 31 December 2019 | 420 | 134 | – | (5,574) | 18,212 | 13,192 | 694 | 13,886 | ||||||||||||||||||
| Profit or loss for the period | – | – | – | – | 5,581 | 5,581 | 492 | 6,073 | ||||||||||||||||||
| Other comprehensive income, net of tax: | ||||||||||||||||||||||||||
| Equity instruments gains/(losses) | – | – | – | 68 | – | 68 | 10 | 78 | ||||||||||||||||||
| Cash flow hedges gains/(losses) | – | – | – | 62 | – | 62 | (2) | 60 | ||||||||||||||||||
| Remeasurements of defined benefit pension plans | – | – | – | – | 217 | 217 | (2) | 215 | ||||||||||||||||||
| Currency retranslation gains/(losses) | – | – | – | (2,356) | (22) | (2,378) | (212) | (2,590) | ||||||||||||||||||
| Total comprehensive income | – | – | – | (2,226) | 5,776 | 3,550 | 286 | 3,836 | ||||||||||||||||||
| Dividends on ordinary capital | – | – | – | – | (4,300) | (4,300) | – | (4,300) | ||||||||||||||||||
Issue of PLC ordinary shares as part of Unification(a) | 51 | – | – | – | (51) | – | – | – | ||||||||||||||||||
Cancellation of NV ordinary shares as part of Unification(a) | (233) | (20) | – | – | 253 | – | – | – | ||||||||||||||||||
Other effects of Unification(b) | (146) | 73,364 | (73,364) | 132 | 14 | – | – | – | ||||||||||||||||||
Movements in treasury shares(c) | – | – | – | 220 | (158) | 62 | – | 62 | ||||||||||||||||||
Share-based payment credit(d) | – | – | – | – | 108 | 108 | – | 108 | ||||||||||||||||||
| Dividends paid to non-controlling interests | – | – | – | – | – | – | (559) | (559) | ||||||||||||||||||
| Currency retranslation gains/(losses) net of tax | – | (6) | – | – | – | (6) | – | (6) | ||||||||||||||||||
| Hedging gain/(loss) transferred to non-financial assets | – | – | – | 10 | – | 10 | 2 | 12 | ||||||||||||||||||
Net gain arising from Horlicks acquisition(e) | – | – | – | – | 2,930 | 2,930 | 1,918 | 4,848 | ||||||||||||||||||
Other movements in equity(f) | – | – | – | (44) | (236) | (280) | 48 | (232) | ||||||||||||||||||
| 31 December 2020 | 92 | 73,472 | (73,364) | (7,482) | 22,548 | 15,266 | 2,389 | 17,655 | ||||||||||||||||||
| Profit or loss for the period | – | – | – | – | 6,049 | 6,049 | 572 | 6,621 | ||||||||||||||||||
| Other comprehensive income, net of tax: | ||||||||||||||||||||||||||
| Equity instruments gains/(losses) | – | – | – | 147 | – | 147 | 19 | 166 | ||||||||||||||||||
| Cash flow hedges gains/(losses) | – | – | – | 276 | – | 276 | 3 | 279 | ||||||||||||||||||
| Remeasurements of defined benefit pension plans | – | – | – | – | 1,728 | 1,728 | 6 | 1,734 | ||||||||||||||||||
| Currency retranslation gains/(losses) | – | – | – | 1,025 | 3 | 1,028 | 149 | 1,177 | ||||||||||||||||||
| Total comprehensive income | – | – | – | 1,448 | 7,780 | 9,228 | 749 | 9,977 | ||||||||||||||||||
| Dividends on ordinary capital | – | – | – | – | (4,458) | (4,458) | – | (4,458) | ||||||||||||||||||
Share capital reduction(g) | – | (20,626) | – | – | 20,626 | – | – | – | ||||||||||||||||||
Repurchase of shares(h) | – | – | – | (3,018) | – | (3,018) | – | (3,018) | ||||||||||||||||||
Movements in treasury shares(c) | – | – | – | 95 | (143) | (48) | – | (48) | ||||||||||||||||||
Share-based payment credit(d) | – | – | – | – | 161 | 161 | – | 161 | ||||||||||||||||||
| Dividends paid to non-controlling interests | – | – | – | – | – | – | (503) | (503) | ||||||||||||||||||
| Hedging gain/(loss) transferred to non-financial assets | – | – | – | (171) | – | (171) | (3) | (174) | ||||||||||||||||||
Other movements in equity(f) | – | (2) | – | (82) | 231 | 147 | 7 | 154 | ||||||||||||||||||
| 31 December 2021 | 92 | 52,844 | (73,364) | (9,210) | 46,745 | 17,107 | 2,639 | 19,746 | ||||||||||||||||||
| Hyperinflation restatement to 1 January 2022 (see note 1) | – | – | – | – | 154 | 154 | – | 154 | ||||||||||||||||||
| Adjusted opening balance | 92 | 52,844 | (73,364) | (9,210) | 46,899 | 17,261 | 2,639 | 19,900 | ||||||||||||||||||
| Profit or loss for the period | – | – | – | – | 7,642 | 7,642 | 627 | 8,269 | ||||||||||||||||||
| Other comprehensive income, net of tax: | ||||||||||||||||||||||||||
| Equity instruments gains/(losses) | – | – | – | 45 | – | 45 | (9) | 36 | ||||||||||||||||||
| Cash flow hedges gains/(losses) | – | – | – | (92) | – | (92) | 1 | (91) | ||||||||||||||||||
| Remeasurements of defined benefit pension plans | – | – | – | – | (474) | (474) | 1 | (473) | ||||||||||||||||||
Currency retranslation gains/(losses)(i) | – | – | – | 240 | 487 | 727 | (113) | 614 | ||||||||||||||||||
| Total comprehensive income | – | – | – | 193 | 7,655 | 7,848 | 507 | 8,355 | ||||||||||||||||||
| Dividends on ordinary capital | – | – | – | – | (4,356) | (4,356) | – | (4,356) | ||||||||||||||||||
Repurchase of shares(h) | – | – | – | (1,509) | – | (1,509) | – | (1,509) | ||||||||||||||||||
Movements in treasury shares(c) | – | – | – | 106 | (137) | (31) | – | (31) | ||||||||||||||||||
Share-based payment credit(d) | – | – | – | – | 177 | 177 | – | 177 | ||||||||||||||||||
| Dividends paid to non-controlling interests | – | – | – | – | – | – | (572) | (572) | ||||||||||||||||||
| Hedging gain/(loss) transferred to non-financial assets | – | – | – | (126) | – | (126) | (1) | (127) | ||||||||||||||||||
Other movements in equity(j) | – | – | – | (258) | 15 | (243) | 107 | (136) | ||||||||||||||||||
| 31 December 2022 | 92 | 52,844 | (73,364) | (10,804) | 50,253 | 19,021 | 2,680 | 21,701 | ||||||||||||||||||
(a)As part of Unification (see note 1 for further details), the shareholders of NV were issued new PLC ordinary shares, and all NV shares in issue were cancelled. The net impact is recognised in retained profit.
(b)Includes the reduction of PLC’s share capital following the cessation of the Equalisation Agreement. Prior to Unification, a conversion rate of £1 = €5.143 was used in accordance with the Equalisation Agreement to translate PLC’s share capital. Following Unification, PLC’s share capital has been translated using the exchange rate at the date of Unification. To reflect the legal share capital of the PLC company, an increase to share premium of €73,364 million and a debit unification reserve for the same amount have been recorded as there is no change in the net assets of the Group. This debit is not a loss as a matter of law.
(c)Includes purchases and sales of treasury shares, and transfer from treasury shares to retained profit of share-settled schemes arising from prior years and differences between purchase and grant price of share options.
(d)The share-based payment credit relates to the non-cash charge recorded against operating profit in respect of the fair value of share options and awards granted to employees.
(e)Consideration for the Main Horlicks Acquisition included the issuance of shares in a group subsidiary, Hindustan Unilever Limited, which resulted in a net gain being recognised within equity. See note 8 for further details.
(f)2021 includes a hyperinflation adjustment of €280 million and €82 million related to the Welly acquisition. 2020 includes €163 million paid for purchase of the non-controlling interest in Unilever Malaysia.
(g)Share premium has been adjusted to reflect the legal share capital of the PLC company, which reduced by £18,400 million following court approval on 15 June 2021.
(h)Repurchase of shares reflects the cost of acquiring ordinary shares as part of the share buyback programme announced on 29 April 2021 and 10 February 2022.
(i)Includes a hyperinflation adjustment of €514 million in relation to Argentina and Turkey.
(j)Includes the following items related to the acquisition of Nutrafol: €(269) million non-controlling interest purchase option in other reserves and €99 million non-controlling interest recognised on acquisition.
Unilever Annual Report on Form 20-F 2022 | Financial Statements | 151 | |||||||
| Consolidated Financial Statements Unilever Group | ||||||||
Consolidated balance sheet
for the year ended 31 December
| € million | € million | ||||||||||
| Notes | 2022 | 2021 | |||||||||
Assets | |||||||||||
| Non-current assets | |||||||||||
| Goodwill | 9 | 21,609 | 20,330 | ||||||||
| Intangible assets | 9 | 18,880 | 18,261 | ||||||||
| Property, plant and equipment | 10 | 10,770 | 10,347 | ||||||||
| Pension asset for funded schemes in surplus | 4B | 4,260 | 5,119 | ||||||||
| Deferred tax assets | 6B | 1,049 | 1,465 | ||||||||
| Financial assets | 17A | 1,154 | 1,198 | ||||||||
| Other non-current assets | 11 | 942 | 974 | ||||||||
| 58,664 | 57,694 | ||||||||||
| Current assets | |||||||||||
| Inventories | 12 | 5,931 | 4,683 | ||||||||
| Trade and other current receivables | 13 | 7,056 | 5,422 | ||||||||
| Current tax assets | 381 | 324 | |||||||||
| Cash and cash equivalents | 17A | 4,326 | 3,415 | ||||||||
| Other financial assets | 17A | 1,435 | 1,156 | ||||||||
| Assets held for sale | 22 | 28 | 2,401 | ||||||||
| 19,157 | 17,401 | ||||||||||
| Total assets | 77,821 | 75,095 | |||||||||
| Liabilities | |||||||||||
| Current liabilities | |||||||||||
| Financial liabilities | 15C | 5,775 | 7,252 | ||||||||
| Trade payables and other current liabilities | 14 | 18,023 | 14,861 | ||||||||
| Current tax liabilities | 877 | 1,365 | |||||||||
| Provisions | 19 | 748 | 480 | ||||||||
| Liabilities held for sale | 22 | 4 | 820 | ||||||||
| 25,427 | 24,778 | ||||||||||
| Non-current liabilities | |||||||||||
| Financial liabilities | 15C | 23,713 | 22,881 | ||||||||
| Non-current tax liabilities | 94 | 148 | |||||||||
| Pensions and post-retirement healthcare liabilities: | |||||||||||
| Funded schemes in deficit | 4B | 613 | 831 | ||||||||
| Unfunded schemes | 4B | 1,078 | 1,295 | ||||||||
| Provisions | 19 | 550 | 611 | ||||||||
| Deferred tax liabilities | 6B | 4,375 | 4,530 | ||||||||
| Other non-current liabilities | 14 | 270 | 275 | ||||||||
| 30,693 | 30,571 | ||||||||||
| Total liabilities | 56,120 | 55,349 | |||||||||
| Equity | |||||||||||
| Shareholders’ equity | 19,021 | 17,107 | |||||||||
| Non-controlling interests | 2,680 | 2,639 | |||||||||
| Total equity | 21,701 | 19,746 | |||||||||
| Total liabilities and equity | 77,821 | 75,095 | |||||||||
Note 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 154 to 205, which form an integral part of the consolidated financial statements.
These financial statements have been approved by the Directors.
The Board of Directors
1 March 2023
152 | Unilever Annual Report on Form 20-F 2022 | Financial Statements | ||||
| Consolidated Financial Statements Unilever Group | ||||||||
Consolidated cash flow statement
for the year ended 31 December
| € million | € million | € million | ||||||||||||
| Notes | 2022 | 2021 | 2020 | |||||||||||
| Net profit | 8,269 | 6,621 | 6,073 | |||||||||||
| Taxation | 2,068 | 1,935 | 1,923 | |||||||||||
| Share of net profit of joint ventures/associates and other income/(loss) from non-current investments | (232) | (282) | (178) | |||||||||||
| Net monetary (gain)/loss arising from hyperinflationary economies | 157 | 74 | (20) | |||||||||||
| Net finance costs | 5 | 493 | 354 | 505 | ||||||||||
| Operating profit | 10,755 | 8,702 | 8,303 | |||||||||||
| Depreciation, amortisation and impairment | 1,946 | 1,763 | 2,018 | |||||||||||
| Changes in working capital: | (422) | (47) | 680 | |||||||||||
| Inventories | (1,398) | (458) | (587) | |||||||||||
| Trade and other receivables | (1,852) | (307) | 1,125 | |||||||||||
| Trade payables and other liabilities | 2,828 | 718 | 142 | |||||||||||
| Pensions and similar obligations less payments | (119) | (183) | (182) | |||||||||||
| Provisions less payments | 203 | (61) | (53) | |||||||||||
| Elimination of (profits)/losses on disposals | (2,335) | 23 | 60 | |||||||||||
| Non-cash charge for share-based compensation | 177 | 161 | 108 | |||||||||||
| Other adjustments | (116) | (53) | (1) | |||||||||||
| Cash flow from operating activities | 10,089 | 10,305 | 10,933 | |||||||||||
| Income tax paid | (2,807) | (2,333) | (1,875) | |||||||||||
| Net cash flow from operating activities | 7,282 | 7,972 | 9,058 | |||||||||||
| Interest received | 287 | 148 | 169 | |||||||||||
| Purchase of intangible assets | (253) | (232) | (158) | |||||||||||
| Purchase of property, plant and equipment | (1,456) | (1,108) | (863) | |||||||||||
| Disposal of property, plant and equipment | 82 | 101 | 89 | |||||||||||
| Acquisition of businesses and investments in joint ventures and associates | (979) | (2,131) | (1,426) | |||||||||||
| Disposal of businesses, joint ventures and associates | 4,622 | 43 | 39 | |||||||||||
| Acquisition of other non-current investments | (170) | (142) | (128) | |||||||||||
| Disposal of other non-current investments | 266 | 137 | 51 | |||||||||||
| Dividends from joint ventures, associates and other non-current investments | 185 | 185 | 188 | |||||||||||
| (Purchase)/sale of financial assets | (131) | (247) | 558 | |||||||||||
| Net cash flow (used in)/from investing activities | 2,453 | (3,246) | (1,481) | |||||||||||
| Dividends paid on ordinary share capital | (4,329) | (4,483) | (4,279) | |||||||||||
| Interest paid | (744) | (488) | (624) | |||||||||||
| Net change in short-term borrowings | (545) | 656 | 722 | |||||||||||
| Additional financial liabilities | 7,776 | 4,748 | 3,117 | |||||||||||
| Repayment of financial liabilities | (8,440) | (3,550) | (3,577) | |||||||||||
| Capital element of lease rental payments | (518) | (464) | (443) | |||||||||||
| Repurchase of shares | 24 | (1,509) | (3,018) | – | ||||||||||
| Other financing activities | (581) | (500) | (720) | |||||||||||
| Net cash flow (used in)/from financing activities | (8,890) | (7,099) | (5,804) | |||||||||||
| Net increase/(decrease) in cash and cash equivalents | 845 | (2,373) | 1,773 | |||||||||||
| Cash and cash equivalents at the beginning of the year | 3,387 | 5,475 | 4,116 | |||||||||||
| Effect of foreign exchange rate changes | (7) | 285 | (414) | |||||||||||
| Cash and cash equivalents at the end of the year | 17A | 4,225 | 3,387 | 5,475 | ||||||||||
(a)Other financing activities include cash paid for the purchase of non-controlling interests and dividends paid to minority interests.
The cash flows of pension funds (other than contributions and other direct payments made by the Group in respect of pensions and similar obligations) are not included in the Group cash flow statement.
Unilever Annual Report on Form 20-F 2022 | Financial Statements | 153 | |||||||
| Notes to the Consolidated Financial Statements Unilever Group | ||||||||
1. Accounting information and policies
Basis of consolidation
Group companies included in the consolidated financial statements for 2022 are PLC and all subsidiary undertakings, which are those entities controlled by PLC. Control exists when the Group has the power to direct the activities of an entity so as to affect the return on investment.
The net assets and results of acquired businesses are included in the consolidated financial statements from their respective dates of acquisition, being the date on which the Group obtains control.
The results of disposed businesses are included in the consolidated financial statements up to their date of disposal, being the date control ceases.
Intra-group transactions and balances are eliminated.
On 29 November 2020, the Unilever Group underwent a reorganisation so that there were no longer two parent companies, Unilever N.V. ('NV') and Unilever PLC ('PLC'), but one parent company PLC. This reorganisation is referred to as 'Unification' in the Group consolidated financial statements.
Prior to 29 November 2020, the Group operated with two parent companies, NV and PLC, who together with the group companies operated as a single economic entity.
Company legislation and accounting standards
The consolidated financial statements have been prepared in accordance with international financial reporting standards (IFRS) as issued by the International Accounting Standards Board (IASB), and UK-adopted international accounting standards.
These financial statements are prepared under the historical cost convention unless otherwise indicated.
Going concern
These financial statements have been prepared on a going concern basis. The Group has considerable financial resources together with established business relationships with many customers and suppliers in countries throughout the world. The Directors also consider the Group's overall financial position, exposure to principal risks and future business forecasts. We describe in notes 15 to 18 on pages 181 to 196 the Group’s objectives, policies and processes for managing its capital; its financial risk management objectives; details of its financial instruments and hedging activities and its exposures to credit and liquidity risk. As a consequence, the Group is well placed to manage its business risks successfully for at least twelve months from the date of approval of the financial statements.
Accounting policies
The accounting policies adopted are the same as those which were applied for the previous financial year except as set out below under the heading ‘Recent accounting developments’.
Accounting policies are included in the relevant notes to the consolidated financial statements. These are presented as text highlighted in grey on pages 153 to 205. The accounting policies below are applied throughout the financial statements.
Foreign currencies
The consolidated financial statements are presented in euros. The functional currency of PLC is pound sterling. Items included in the financial statements of individual group companies are recorded in their respective functional currency which is the currency of the primary economic environment in which each entity operates.
Foreign currency transactions in individual group companies are translated into functional currency using exchange rates at the date of the transaction. Foreign exchange gains and losses from settlement of these transactions, and from translation of monetary assets and liabilities at year-end exchange rates, are recognised in the income statement except when deferred in equity as qualifying hedges.
In preparing the consolidated financial statements, the balances in individual group companies are translated from their functional currency into euros. Apart from the financial statements of group
companies in hyperinflationary economies (see below), the income statement, the cash flow statement and all other movements in assets and liabilities are translated at average rates of exchange as a proxy for the transaction rate, or at the transaction rate itself if more appropriate. Assets and liabilities are translated at year-end exchange rates.
The financial statements of group companies whose functional currency is the currency of a hyperinflationary economy are adjusted for inflation and then translated into euros using the balance sheet exchange rate. Amounts shown for prior years for comparative purposes are not modified. To determine the existence of hyperinflation, the Group assesses the qualitative and quantitative characteristics of the economic environment of the country, such as the cumulative inflation rate over the previous three years.
The ordinary share capital of PLC is translated to euro using the historical rate at the date the shares were issued (see note 15B on page 182).
The effect of exchange rate changes during the year on net assets of foreign operations is recorded in equity. For this purpose, net assets include loans between group companies and any related foreign exchange contracts where settlement is neither planned nor likely to occur in the foreseeable future.
The Group applies hedge accounting to certain exchange differences arising between the functional currencies of a foreign operation and the functional currency of the parent entity, regardless of whether the net investment is held directly or through an intermediate parent. Differences arising on retranslation of a financial liability designated as a foreign currency net investment hedge are recorded in equity to the extent that the hedge is effective. These differences are reported within profit or loss to the extent that the hedge is ineffective.
Cumulative exchange differences arising since the date of transition to IFRS of 1 January 2004 are reported as a separate component of other reserves. In the event of disposal or part disposal of an interest in a group company either through sale or as a result of a repayment of capital, the cumulative exchange difference is recognised in the income statement as part of the profit or loss on disposal of group companies.
Compass Organisation
On 1 July 2022, Unilever implemented a new, more category-focused operating model organised around five Business Groups. The company replaced its previous matrix structure with distinct Business Groups: Beauty & Wellbeing, Personal Care, Home Care, Nutrition, Ice Cream. Each Business Group is fully responsible and accountable for its strategy, growth, and profit delivery globally.
From 1 July 2022 the Group's segmental information is based on the five Business Groups as this reflects how its performance will be monitored and managed going forward. We have presented the full year and comparative segmental information on this basis (note 2).
The Group has also revised its cash generating units (CGUs) to align with the new Compass Organisation. In 2021, the Group had eleven cash generating units based on the three Divisions by geography, Health & Wellbeing and ekaterra. From 1 July 2022, the Group's CGUs are based on the Compass Organisation structure of Business Units and Global Business Units. For the purpose of impairment testing, goodwill is allocated to groups of CGUs (GCGUs) which are based on the Business Groups. Goodwill and indefinite-life intangible assets which were previously allocated to the eleven CGUs for the purpose of impairment testing have been reallocated to the GCGUs and CGUs respectively (note 9) using a relative value approach.
Hyperinflationary economies
The Argentinian economy was designated as hyperinflationary from 1 July 2018 and the Turkish economy was designated as hyperinflationary from 1 July 2022. As a result, application of IAS 29 ‘Financial Reporting in Hyperinflationary Economies’ has been applied to all Unilever entities whose functional currency is the Argentinian Peso or the Turkish Lira. The application of IAS 29 includes:
■adjustment of historical cost non-monetary assets and liabilities for the change in purchasing power caused by inflation from the date of initial recognition to the balance sheet date;
■adjustment of the income statement for inflation during the reporting period;
■translation of income statement at the period-end foreign exchange rate instead of an average rate; and
■adjustment of the income statement to reflect the impact of inflation and exchange rate movement on holding monetary assets and liabilities in local currency.
154 | Unilever Annual Report on Form 20-F 2022 | Financial Statements | ||||
| Notes to the Consolidated Financial Statements Unilever Group | ||||||||
The main effects on the Group consolidated financial statements for 2022 are:
| € million | Argentina | Turkey | Total | ||||||||
| Total assets increase / (reduction) | 167 | 225 | 392 | ||||||||
Opening retained profit increase / (reduction) (a) | – | 154 | 154 | ||||||||
| Turnover increase / (reduction) | (2) | 36 | 34 | ||||||||
| Operating profit increase / (reduction) | (33) | (6) | (39) | ||||||||
| Net monetary gain / (loss) | (184) | 27 | (157) | ||||||||
(a) The opening retained increase of €154 million reflects the impact of adjusting the historical cost of non-monetary assets and liabilities from the date of their initial recognition to 1 January 2022 for the effect of inflation.
Climate change
In preparing these consolidated financial statements we have considered the impact of both physical and transition climate change risks as well as our plans to mitigate against those risks on the current valuation of our assets and liabilities. We do not believe that there is a material impact on the financial reporting judgements and estimates arising from our considerations and as a result the valuations of our assets or liabilities have not been significantly impacted by these risks as at 31 December 2022.
In coming to this conclusion we have reviewed each balance sheet line item and identified those line items that have the potential to be significantly impacted by climate-related risks and our plans to mitigate against these risks. Those line items that have the potential to be significantly impacted have then been reviewed in detail to confirm:
■that the growth rates and projected cash flows, used in assessing whether our goodwill and indefinite-life intangibles are impaired, are consistent with our climate-related risk assumptions and the actions we are taking to mitigate against those risks and
■that the useful lives of our property, plant and equipment are appropriate given the potential physical and obsolescence risks associated with climate change and the actions we are taking to mitigate against those risks.
In addition it should be noted that climate-related risks could affect the financial position of our defined benefit pension plan assets. The Trustees operate diversified investment strategies and are continuously assessing investment risks. The Trustees consider climate risk as one of the key investment risks and are continually evolving their investments to lower the overall climate risk.
We have assessed and quantified certain climate-related risks on the basis of various scenarios for the years 2030, 2039 and 2050. The scenario assumptions are not based on our view of the most likely assumptions and also do not include any assumptions on the impact of actions that we would undertake to mitigate against these climate-related risks, thus the quantifications do not represent any type of financial forecast and thus are not directly incorporated into any projections of long-term cash flows.
On the basis of these reviews we have not identified any significant impact from climate-related risks on the Group’s going concern assessment nor the viability of the Group over the next three years.
For many years Unilever has placed sustainability at the centre of its strategy and has been working on becoming a more sustainable business. This has included implementing hundreds of actions to help mitigate and adapt against climate-related risks. The costs and benefits of such actions are embedded into the cost structures of the business and are not separately identifiable. None of these actions have significantly impacted the value of the Group's assets or their useful lives and whilst there is still much to do, our aim is to continue to reduce our exposure to climate-related risks without impacting the value of the Group’s assets. However we recognise that the climate emergency is deepening and government policies are likely to evolve as a result of commitments to limit global warning to 1.5°C and thus we will continue to carefully monitor potential implications on the valuations of our assets and liabilities that could arise in future years.
Critical accounting estimates and judgements
The preparation of financial statements requires management to make estimates and judgements in the application of accounting policies that affect the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and judgements are continuously evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable. Revisions to accounting estimates are recognised in the period in which the estimate is revised and in any future period affected.
The following estimates are those that management believe have the most significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year:
■Measurement of defined benefit obligations – the valuations of the Group’s defined benefit pension plan obligations are dependent on a number of assumptions. These include discount rates, inflation, and life expectancy of scheme members. Details of these assumptions and sensitivities are in note 4B.
■Impairment risk in Russia – In 2022 the Russian business contributed 1.4% of the Group's turnover and 2% of the Group's net profit, and as at 31 December 2022 had approximately €900 million of assets. While the potential impacts of the war remain uncertain, there is a risk that the operations in Russia are unable to continue, leading to a loss of turnover, profit and a write-down of assets.
The following judgements are those that management believe have the most significant effect on the amounts recognised in the Group’s financial statements:
■Separate presentation of non-underlying items – certain items of income or expense are presented separately as non-underlying items. Management use judgement in assessing which items are non-underlying in line with the Group's policies. These items are excluded in several of our performance measures, including underlying operating profit and underlying earnings per share due to their nature and/or frequency of occurrence. See note 3 for further details. In prior years, we disclosed all non-underlying items on the face of the income statement. We have reviewed this treatment and will now only disclose individually material items.
■Utilisation of tax losses and recognition of other deferred tax assets – the Group operates in many countries and is subject to taxes in numerous jurisdictions. Management uses judgement to assess the recoverability of tax assets such as whether there will be sufficient future taxable profits to utilise losses – see note 6B.
■Likelihood of occurrence of provisions and contingent liabilities – events can occur where there is uncertainty over future obligations. Judgement is required to determine if an outflow of economic resources is probable, or possible but not probable. Where it is probable, a liability is recognised and further judgement is used to determine the level of the provision. Where it is possible but not probable, further judgement is used to determine if the likelihood is remote, in which case no disclosures are provided; if the likelihood is not remote then judgement is used to determine the contingent liability disclosed. Unilever does not have provisions and contingent liabilities for the same matters. External advice is obtained for any material cases. See notes 6A, 19 and 20.
■Recognition of pension surplus – where there is an accounting surplus on a defined benefit plan, management uses judgement to determine whether the Group can realise the surplus through refunds, reductions in future combinations or a combination of both.
Accounting developments adopted by the Group
All standards or amendments to standards that have been issued by the IASB and were effective by 1 January 2022 were not applicable or material to Unilever. IFRS 17 ‘Insurance Contracts’ has been released but is not yet adopted by the Group. The standard is effective from the year ended 31 December 2023 and introduces a new model for accounting for insurance contracts. We have reviewed existing arrangements and concluded that IFRS 17 is not expected to be material for Unilever. All other new standards or amendments that are not yet effective that have been issued by the IASB are not applicable or material to Unilever.
Unilever Annual Report on Form 20-F 2022 | Financial Statements | 155 | |||||||
| Notes to the Consolidated Financial Statements Unilever Group | ||||||||
2. Segment information
Our segments are comprised of similar product categories. 8 categories (2021: 10; 2020: 10) individually accounted for 5% or more of our revenue in one or more of the last three years. The following table shows the relevant contribution of these categories to Group revenue for the periods shown:
| Category | Segment | 2022 | 2021 | 2020 | ||||||||||
| Fabric | Home Care | 15 | % | 14 | % | 14 | % | |||||||
| Ice Cream | Ice Cream | 13 | % | 13 | % | 13 | % | |||||||
| Hair Care | Beauty & Wellbeing | 11 | % | 11 | % | 11 | % | |||||||
| Scratch Cooking Aids | Nutrition | 10 | % | 10 | % | 10 | % | |||||||
| Skin Cleansing | Personal Care | 10 | % | 11 | % | 12 | % | |||||||
| Deodorant | Personal Care | 8 | % | 7 | % | 8 | % | |||||||
| Skin Care | Beauty & Wellbeing | 7 | % | 7 | % | 7 | % | |||||||
| Dressings | Nutrition | 6 | % | 6 | % | 6 | % | |||||||
| Home & Hygiene | Home Care | 4 | % | 5 | % | 5 | % | |||||||
| Tea* | Nutrition | 3 | % | 5 | % | 6 | % | |||||||
| Other | 13 | % | 11 | % | 8 | % | ||||||||
* Tea includes ekaterra as well as the retained tea business.
156 | Unilever Annual Report on Form 20-F 2022 | Financial Statements | ||||
| Notes to the Consolidated Financial Statements Unilever Group | ||||||||
2. Segment information continued
The Group operating segment information is provided based on five product areas: Beauty & Wellbeing, Personal Care, Home Care, Nutrition and Ice Cream.
| € million | € million | € million | € million | € million | € million | ||||||||||||||||||
| Notes | Beauty & Wellbeing | Personal Care | Home Care | Nutrition | Ice Cream | Total | |||||||||||||||||
| 2022 | |||||||||||||||||||||||
| Turnover | 12,250 | 13,636 | 12,401 | 13,898 | 7,888 | 60,073 | |||||||||||||||||
| Operating profit | 2,154 | 2,264 | 1,064 | 4,497 | 776 | 10,755 | |||||||||||||||||
| Non-underlying items | 3 | 138 | 415 | 280 | (2,048) | 143 | (1,072) | ||||||||||||||||
| Underlying operating profit | 2,292 | 2,679 | 1,344 | 2,449 | 919 | 9,683 | |||||||||||||||||
| Share of net profit/(loss) of joint ventures and associates | 1 | 3 | 4 | 196 | 4 | 208 | |||||||||||||||||
| Significant non-cash charges: | |||||||||||||||||||||||
| Within underlying operating profit: | |||||||||||||||||||||||
| Depreciation and amortisation | 282 | 350 | 327 | 349 | 417 | 1,725 | |||||||||||||||||
Share-based compensation and other non-cash charges(a) | 43 | 55 | 36 | 51 | 33 | 218 | |||||||||||||||||
| Within non-underlying items: | |||||||||||||||||||||||
Impairment and other non-cash charges(b) | 49 | 259 | 152 | 87 | 60 | 607 | |||||||||||||||||
| 2021 | |||||||||||||||||||||||
| Turnover | 10,138 | 11,763 | 10,572 | 13,104 | 6,867 | 52,444 | |||||||||||||||||
| Operating profit | 2,135 | 2,336 | 1,294 | 2,104 | 833 | 8,702 | |||||||||||||||||
| Non-underlying items | 3 | 102 | 169 | 123 | 421 | 119 | 934 | ||||||||||||||||
| Underlying operating profit | 2,237 | 2,505 | 1,417 | 2,525 | 952 | 9,636 | |||||||||||||||||
| Share of net profit/(loss) of joint ventures and associates | 4 | 6 | 7 | 170 | 4 | 191 | |||||||||||||||||
| Significant non-cash charges: | |||||||||||||||||||||||
| Within underlying operating profit: | |||||||||||||||||||||||
| Depreciation and amortisation | 256 | 368 | 304 | 413 | 405 | 1,746 | |||||||||||||||||
Share-based compensation and other non-cash charges(a) | 46 | 56 | 44 | 69 | 34 | 249 | |||||||||||||||||
| Within non-underlying items: | |||||||||||||||||||||||
Impairment and other non-cash charges(b) | 1 | 12 | 12 | 17 | 16 | 58 | |||||||||||||||||
| 2020 | |||||||||||||||||||||||
| Turnover | 9,082 | 12,042 | 10,460 | 12,486 | 6,654 | 50,724 | |||||||||||||||||
| Operating profit | 1,743 | 2,568 | 1,243 | 2,033 | 716 | 8,303 | |||||||||||||||||
| Non-underlying items | 3 | 109 | 171 | 276 | 332 | 176 | 1,064 | ||||||||||||||||
| Underlying operating profit | 1,852 | 2,739 | 1,519 | 2,365 | 892 | 9,367 | |||||||||||||||||
| Share of net profit/(loss) of joint ventures and associates | 3 | 4 | 5 | 161 | 2 | 175 | |||||||||||||||||
| Significant non-cash charges: | |||||||||||||||||||||||
| Within underlying operating profit: | |||||||||||||||||||||||
| Depreciation and amortisation | 308 | 405 | 369 | 485 | 451 | 2,018 | |||||||||||||||||
Share-based compensation and other non-cash charges(a) | 32 | 45 | 41 | 52 | 33 | 203 | |||||||||||||||||
| Within non-underlying items: | |||||||||||||||||||||||
Impairment and other non-cash charges(b) | 18 | 20 | 35 | 37 | 40 | 150 | |||||||||||||||||
(a)Other non-cash charges within underlying operating profit include movements in provisions from underlying activities, excluding movements arising from non- underlying activities.
(b)Other non-cash charges within non-underlying items includes movements in restructuring provisions and movements in certain legal provisions.
Unilever Annual Report on Form 20-F 2022 | Financial Statements | 157 | |||||||
| Notes to the Consolidated Financial Statements Unilever Group | ||||||||
2. Segment information continued
The Unilever Group is not reliant on turnover from transactions with any single customer and does not receive 10% or more of its turnover 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 the Unilever Leadership Executive (ULE).
Turnover and non-current assets for the country of domicile, the United States and India (being the two largest countries outside the home country) and for all other countries are:
€ million | € million | € million | € million | € million | |||||||||||||
United Kingdom | United States | India | Others | Total | |||||||||||||
| 2022 | |||||||||||||||||
| Turnover | 2,498 | 12,122 | 6,872 | 38,581 | 60,073 | ||||||||||||
Non-current assets(a) | 3,621 | 18,109 | 6,500 | 23,971 | 52,201 | ||||||||||||
| 2021 | |||||||||||||||||
| Turnover | 2,443 | 9,864 | 5,618 | 34,519 | 52,444 | ||||||||||||
Non-current assets(a) | 3,858 | 16,692 | 6,755 | 22,607 | 49,912 | ||||||||||||
| 2020 | |||||||||||||||||
| Turnover | 2,391 | 9,363 | 4,993 | 33,977 | 50,724 | ||||||||||||
Non-current assets(a) | 3,587 | 12,946 | 6,264 | 23,633 | 46,430 | ||||||||||||
(a)For the purpose of this table, non-current assets include goodwill, intangible assets, property, plant and equipment and other non-current assets as shown on the consolidated balance sheet. Goodwill is attributed to countries where acquired business operated at the time of acquisition; all other assets are attributed to the countries where they were acquired.
No other country had turnover or non-current assets (as shown above) greater than 10% of the Group total.
Additional information by geographies
Although the Group’s operations are managed by product area, we provide additional information based on geographies.
The three geographical areas remain unchanged but AAR has been renamed to APA (Asia Pacific Africa) which better reflects the size of the underlying businesses. Profit information by geography will no longer be published.
| € million | € million | € million | |||||||||
| 2022 | 2021 | 2020 | |||||||||
| Asia Pacific Africa | 27,504 | 24,264 | 23,440 | ||||||||
| The Americas | 20,905 | 16,844 | 16,080 | ||||||||
| Europe | 11,664 | 11,336 | 11,204 | ||||||||
| Total | 60,073 | 52,444 | 50,724 | ||||||||
(a)Americas sales in North America were €13,000 million (2021: €10,627 million; 2020: €10,117 million) and in Latin America were €7,905 million (2021: €6,217 million; 2020: €5,963 million).
The Group's turnover classified by markets is:
| € million | € million | € million | |||||||||
| 2022 | 2021 | 2020 | |||||||||
| Emerging markets | 35,324 | 30,407 | 29,281 | ||||||||
| Developed markets | 24,749 | 22,037 | 21,443 | ||||||||
Transactions between the Unilever Group’s geographical regions are immaterial and are carried out on at arm’s length basis.
158 | Unilever Annual Report on Form 20-F 2022 | Financial Statements | ||||
| Notes to the Consolidated Financial Statements Unilever Group | ||||||||
3. Operating costs and non-underlying items
Operating costs Operating costs include cost of sales, brand and marketing investment and overheads. (i) Cost of sales Cost of sales includes the cost of inventories sold during the period and distribution costs. The cost of inventories are raw and packaging materials and related production costs. Distribution costs are charged to the income statement as incurred. (ii) Brand and marketing investment Brand and marketing investment include costs related to creating and maintaining brand equity and brand awareness. This includes media, advertising production, promotional materials and engagement with consumers. These costs are charged to the income statement as incurred. (iii) Overheads Overheads include staff costs associated with sales activities and central functions such as finance, human resources, and research and development costs. Research and development costs are staff costs, material costs, depreciation of property, plant and equipment, patent costs and other costs that are directly attributable to research and product development activities. These costs are charged to the income statement as incurred. Non-underlying items These items are relevant to an understanding of our financial performance due to their nature and/or frequency of occurrence. (i) Non-underlying items within operating profit These are gains and losses on business disposals, acquisition and disposal-related costs, restructuring costs, impairments and other items within operating profit classified here due to their nature and/or frequency. 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. (ii) Non-underlying items not in operating profit but within net profit These are net monetary gain or loss arising from hyperinflationary economies and significant and unusual items in net finance cost, share of profit/(loss) of joint ventures and associates and taxation. | ||
| € million | € million | € million | |||||||||
| 2022 | 2021 | 2020 | |||||||||
| Turnover | 60,073 | 52,444 | 50,724 | ||||||||
| Cost of sales | (35,906) | (30,259) | (28,684) | ||||||||
| of which: | |||||||||||
| Distribution costs | (3,787) | (3,313) | (3,104) | ||||||||
| Production costs | (3,995) | (3,678) | (3,696) | ||||||||
| Raw and packaging materials and goods purchased for resale | (26,360) | (21,799) | (20,400) | ||||||||
| Other | (1,764) | (1,469) | (1,484) | ||||||||
| Gross profit | 24,167 | 22,185 | 22,040 | ||||||||
| Selling and administrative expenses | (14,484) | (12,549) | (12,673) | ||||||||
| of which: | |||||||||||
| Brand and marketing investment | (7,821) | (6,873) | (7,091) | ||||||||
| Overheads | (6,663) | (5,676) | (5,582) | ||||||||
of which: Research and development(a) | (908) | (847) | (800) | ||||||||
| Non-underlying items within operating profit before tax | 1,072 | (934) | (1,064) | ||||||||
| Operating profit | 10,755 | 8,702 | 8,303 | ||||||||
(a)From 2022, research and development costs include patent costs of €28 million. The prior year comparators have not been restated. Patent costs in 2021 and 2020 were €27 million in each year.
Exchange losses within operating costs in 2022 are €(225) million (2021: nil; 2020: €45 million).
Unilever Annual Report on Form 20-F 2022 | Financial Statements | 159 | |||||||
| Notes to the Consolidated Financial Statements Unilever Group | ||||||||
3. Operating costs and non-underlying items continued
Non-underlying items
| € million | € million | € million | |||||||||
| 2022 | 2021 | 2020 | |||||||||
| Non-underlying items within operating profit before tax | 1,072 | (934) | (1,064) | ||||||||
Acquisition and disposal-related costs(a) | (50) | (332) | (69) | ||||||||
Gain on disposal of group companies(b) | 2,335 | 36 | 8 | ||||||||
Restructuring costs(c) | (777) | (632) | (916) | ||||||||
Impairments(d) | (221) | (17) | – | ||||||||
Other(e) | (215) | 11 | (87) | ||||||||
| Tax on non-underlying items within operating profit | 273 | 219 | 272 | ||||||||
| Non-underlying items within operating profit after tax | 1,345 | (715) | (792) | ||||||||
| Non-underlying items not in operating profit but within net profit before tax | (164) | (64) | (36) | ||||||||
| Interest related to the UK tax audit of intangible income and centralised services | (7) | 10 | (56) | ||||||||
| Net monetary gain/(loss) arising from hyperinflationary economies | (157) | (74) | 20 | ||||||||
| Tax impact of non-underlying items not in operating profit but within net profit | (121) | (41) | (146) | ||||||||
| Tax related to the separation of the Tea business | (35) | – | – | ||||||||
| Taxes related to the reorganisation of our European business | – | 31 | (58) | ||||||||
| Taxes related to share buyback as part of Unification | – | – | (30) | ||||||||
| Taxes related to the UK tax audit of intangible income and centralised services | (5) | (29) | (53) | ||||||||
| Hyperinflation adjustment for Argentina and Turkey deferred tax | (81) | (43) | (5) | ||||||||
| Non-underlying items not in operating profit but within net profit after tax | (285) | (105) | (182) | ||||||||
Non-underlying items after tax(f) | 1,060 | (820) | (974) | ||||||||
| Attributable to: | |||||||||||
| Non-controlling interest | (14) | (30) | (23) | ||||||||
| Shareholders' equity | 1,074 | (790) | (951) | ||||||||
(a)2022 includes a charge of €42 million (2021: €196 million) relating to the disposal of the Tea business and other acquisition and disposal activities.
(b)2022 includes a gain of €2,303 million related to the disposal of the Tea business (2021: nil). 2021 gain relates to several small disposals of brands in Nutrition. The 2020 gain relates to the disposal of a laundry bar business in Latin America.
(c)Restructuring costs are comprised of organisational change programmes and various technology and supply chain optimisation projects. This includes costs linked to the implementation of the Compass Organisation for which costs are spread across 2022 and 2023. Management have used judgement to determine this is in line with our policy.
(d)2022 includes an impairment charge of €192 million relating to Dollar Shave Club (2021: nil) and write-downs of leased land and building assets.
(e)2022 includes €89 million relating to a product recall and market withdrawal by The Laundress, €82 million relating to legal provisions for ongoing competition investigations and €42 million of asset write-downs relating to our businesses in Russia and Ukraine. 2020 includes a charge of €87 million for litigation matters in relation to investigations by national competition authorities including those in Turkey and France.
(f)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.
160 | Unilever Annual Report on Form 20-F 2022 | Financial Statements | ||||
| Notes to the Consolidated Financial Statements Unilever Group | ||||||||
4. Employees
4A. Staff and management costs
| € million | € million | € million | |||||||||
| Staff costs | 2022 | 2021 | 2020 | ||||||||
| Wages and salaries | (5,857) | (5,062) | (5,051) | ||||||||
| Social security costs | (587) | (529) | (519) | ||||||||
| Other pension costs | (396) | (401) | (419) | ||||||||
| Share-based compensation costs | (177) | (161) | (108) | ||||||||
| (7,017) | (6,153) | (6,097) | |||||||||
| ‘000 | ‘000 | ‘000 | |||||||||
Average number of employees during the year (a) | 2022 | 2021 | 2020 | ||||||||
| Asia Pacific Africa | 73 | 84 | 83 | ||||||||
| The Americas | 38 | 37 | 38 | ||||||||
| Europe | 27 | 28 | 29 | ||||||||
| 138 | 149 | 150 | |||||||||
| (a) Reduction in number of employees is primarily driven by disposal of ekaterra in 2022. | |||||||||||
| € million | € million | € million | |||||||||
| Key management compensation | 2022 | 2021 | 2020 | ||||||||
| Salaries and short-term employee benefits | (41) | (29) | (28) | ||||||||
Share-based benefits(a) | (15) | (10) | (5) | ||||||||
| (56) | (39) | (33) | |||||||||
| Of which: Executive Directors | (12) | (8) | (6) | ||||||||
Other(b) | (44) | (31) | (27) | ||||||||
| Non-Executive Directors’ fees | (2) | (2) | (2) | ||||||||
| (58) | (41) | (35) | |||||||||
(a)Share-based benefits are expenses recognised for the period. Share-based benefits compensation on a vesting basis is €12 million (2021: €6 million; 2020: €10 million).
(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. Due to Compass Organisation changes in 2022, compensation for ULE members are pro-rated based on time actively spent in a ULE role.
Unilever Annual Report on Form 20-F 2022 | Financial Statements | 161 | |||||||
| Notes to the Consolidated Financial Statements Unilever Group | ||||||||
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 surplus or deficit. 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 by external consultants. The Group policy is that the most material plans, representing approximately 82% 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 3 years. Asset values for all plans are updated every year. For defined contribution plans, the charges to the income statement are the company contributions payable, as the company’s obligation is limited to the contributions paid into the plans. The assets and liabilities of such plans are not included in the balance sheet of the Group. | ||||||||||||||
Description of plans
The Group increasingly operates a number of defined contribution plans, the assets of which are held in external funds. In certain countries, the Group operates defined benefit pension plans based on employee pensionable remuneration and length of service. The majority of defined benefit plans are either career average, final salary or hybrid plans and operate on a funded basis with assets held in external funds. Benefits are determined by the plan rules and are linked to inflation in some countries. Our largest plans are in the UK and the Netherlands. In the UK, we operate a career average defined benefit plan (with a salary limit for benefit accrual) which is closed to new entrants, 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 US. These plans are predominantly unfunded.
Governance
The majority of the Group’s externally funded plans are established as trusts, foundations or similar entities. The operation of these entities is governed by local regulations and practice in each country, as is the nature of the relationship between the Group and the Trustees (or equivalent) and their composition. Where Trustees (or equivalent) are in place to operate plans, they are generally required to act on behalf of the plan’s stakeholders. They are tasked with periodic reviews of the solvency of the plan in accordance with local legislation and play a role in the long-term investment and funding strategy. The Group also has an internal body, the Pensions and Equity Committee, that is responsible for setting the company’s policies and decision-making on plan matters, including but not limited to design, funding, investments, risk management and governance.
Investment strategy
The Group’s investment strategy in respect of its funded plans is implemented within the framework of the various statutory requirements of the territories where the plans are based. The Group has developed policy guidelines for the allocation of assets to different classes with the objective of controlling risk and maintaining the right balance between risk and long-term returns in order to limit the cost to the Group of the benefits provided. To achieve this, investments are diversified, such that the failure of any single investment should not have a material impact on the overall level of assets. The plans expose the Group to a number of actuarial risks such as investment risk, interest rate risk, longevity risk and, in certain countries, inflation risk. There are no unusual entity or plan-specific risks to the Group. The plans invest a reducing proportion of assets in equities and, for risk control, an increasing proportion in liability matching assets (bonds). There are also investments in property and other alternative assets; additionally, the Group uses derivatives to further mitigate the impact of the risks outlined above. However, the portfolio leverage is relatively low. The majority of assets are managed by a number of external fund managers with a small proportion managed in-house. Unilever has a pooled investment vehicle (Univest) which it believes offers its pension plans around the world a simplified externally managed investment vehicle to implement their strategic asset allocation models, currently for bonds, equities and alternative assets. The aim is to provide high-quality, well diversified, cost-effective, risk-controlled vehicles. The pension plans’ investments are overseen by Unilever’s internal investment company, the Univest Company.
Assumptions
With the objective of presenting the assets and liabilities of the pensions and other post-employment benefit plans at their fair value on the balance sheet, assumptions under IAS 19 are set by reference to market conditions at the valuation date. The actuarial assumptions used to calculate the benefit liabilities vary according to the country in which the plan is situated. The following table shows the assumptions, weighted by liabilities, used to value the principal defined benefit plans (representing approximately 94% of total pension liabilities and other post-employment benefit liabilities).
| 31 December 2022 | 31 December 2021 | ||||||||||||||||
| Defined benefit pension plans | Other post- employment benefit plans | Defined benefit pension plans | Other post- employment benefit plans | ||||||||||||||
| Discount rate | 4.6 | % | 5.9 | % | 1.8 | % | 3.6 | % | |||||||||
| Inflation | 2.8 | % | n/a | 2.6 | % | n/a | |||||||||||
| Rate of increase in salaries | 3.3 | % | 3.0 | % | 3.2 | % | 3.0 | % | |||||||||
| Rate of increase for pensions in payment (where provided) | 2.4 | % | n/a | 2.5 | % | n/a | |||||||||||
| Rate of increase for pensions in deferment (where provided) | 2.6 | % | n/a | 2.7 | % | n/a | |||||||||||
| Long-term medical cost inflation | n/a | 5.1 | % | n/a | 5.1 | % | |||||||||||
The valuations of other post-employment benefit plans generally assume a higher initial level of medical cost inflation, which falls from 6% to the long-term rate after 4 years. Assumed healthcare cost trend rates have a significant effect on the amounts reported for healthcare plans.
162 | Unilever Annual Report on Form 20-F 2022 | Financial Statements | ||||
| Notes to the Consolidated Financial Statements Unilever Group | ||||||||
4B. Pensions and similar obligations continued
For the UK and Netherlands pension plans, representing approximately 65% of all defined benefit pension liabilities, the assumptions used at 31 December 2022 and 2021 were:
| United Kingdom | Netherlands | ||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||
| Discount rate | 5.0 | % | 1.9 | % | 3.7 | % | 1.1 | % | |||||||||
| Inflation | 3.1 | % | 3.2 | % | 2.2 | % | 1.9 | % | |||||||||
| Rate of increase in salaries | 3.6 | % | 3.7 | % | 2.7 | % | 2.4 | % | |||||||||
| Rate of increase for pensions in payment (where provided) | 2.9 | % | 3.1 | % | 2.2 | % | 1.9 | % | |||||||||
| Rate of increase for pensions in deferment (where provided) | 2.9 | % | 3.1 | % | 2.2 | % | 1.9 | % | |||||||||
| Number of years a current pensioner is expected to live beyond age 65: | |||||||||||||||||
| Men | 21.8 | 21.8 | 21.8 | 21.6 | |||||||||||||
| Women | 23.6 | 23.6 | 24.0 | 23.7 | |||||||||||||
| Number of years a future pensioner currently aged 45 is expected to live beyond age 65: | |||||||||||||||||
| Men | 22.9 | 22.8 | 23.8 | 23.5 | |||||||||||||
| Women | 24.8 | 24.8 | 26.0 | 25.5 | |||||||||||||
Demographic assumptions, such as mortality rates, are set having regard to the latest trends in life expectancy (including expectations of future improvements), plan experience and other relevant data. These assumptions are reviewed and updated as necessary as part of the periodic actuarial valuation of the pension plans. The years of life expectancy for 2022 above have been translated from the following tables:
UK: Standard life expectancy tables Series S3, adjusted to reflect the experience of our plan members analysed as part of the 2019 actuarial valuation. Future improvements in longevity have been allowed for in line with the core CMI 2018 Mortality Projections Model with a 1% p.a. long-term improvement rate.
Netherlands: The Dutch Actuarial Society’s AG Prognosetafel 2022 table is used with correction factors (2020) 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 impact from changes to the assumptions of 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 | 2022 | 2021 | 2020 | |||||||||||
| Charged to operating profit: | ||||||||||||||
| Defined benefit pension and other benefit plans: | ||||||||||||||
| Gross service cost | (186) | (228) | (223) | |||||||||||
| Employee contributions | 12 | 13 | 17 | |||||||||||
| Special termination benefits | (11) | (15) | (37) | |||||||||||
| Past service cost including (losses)/gains on curtailments | – | 18 | 20 | |||||||||||
| Settlements | 1 | 1 | 7 | |||||||||||
| Defined contribution plans | (212) | (190) | (203) | |||||||||||
| Total operating cost | 4A | (396) | (401) | (419) | ||||||||||
Finance income/(cost)(a) | 5 | 44 | (10) | (9) | ||||||||||
| Net impact on the income statement (before tax) | (352) | (411) | (428) | |||||||||||
(a)This includes the impact of interest on asset ceiling.
Statement of comprehensive income
Amounts recognised in the statement of comprehensive income on the remeasurement of the surplus/(deficit).
| € million | € million | € million | |||||||||
| 2022 | 2021 | 2020 | |||||||||
| Return on plan assets excluding amounts included in net finance income/(cost) | (6,483) | 1,958 | 1,494 | ||||||||
| Change in asset ceiling excluding amounts included in finance cost | (184) | (17) | 2 | ||||||||
| Actuarial gains/(losses) arising from changes in demographic assumptions | (24) | (4) | 246 | ||||||||
| Actuarial gains/(losses) arising from changes in financial assumptions | 6,914 | 342 | (1,414) | ||||||||
| Experience gains/(losses) arising on pension plan and other benefit plan liabilities | (760) | 126 | (78) | ||||||||
| Total of defined benefit costs recognised in other comprehensive income | (537) | 2,405 | 250 | ||||||||
Unilever Annual Report on Form 20-F 2022 | Financial Statements | 163 | |||||||
| Notes to the Consolidated Financial Statements Unilever Group | ||||||||
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 2022 | € million 2021 | ||||||||||||||||
| Pension plans | Other post- employment benefit plans | Pension plans | Other post- employment benefit plans | ||||||||||||||
| Fair value of assets | 19,361 | 6 | 26,686 | 7 | |||||||||||||
| Present value of liabilities | (16,199) | (365) | (23,219) | (431) | |||||||||||||
| Computed surplus/(deficit) | 3,162 | (359) | 3,467 | (424) | |||||||||||||
Irrecoverable surplus(a) | (234) | – | (50) | – | |||||||||||||
| Surplus/(deficit) | 2,928 | (359) | 3,417 | (424) | |||||||||||||
| Of which in respect of: | |||||||||||||||||
| Funded plans in surplus: | |||||||||||||||||
| Liabilities | (12,030) | – | (18,071) | – | |||||||||||||
| Assets | 16,524 | – | 23,240 | – | |||||||||||||
| Aggregate surplus | 4,494 | – | 5,169 | – | |||||||||||||
Irrecoverable surplus(a) | (234) | – | (50) | – | |||||||||||||
| Surplus/(deficit) | 4,260 | – | 5,119 | – | |||||||||||||
| Funded plans in deficit: | |||||||||||||||||
| Liabilities | (3,417) | (39) | (4,245) | (39) | |||||||||||||
| Assets | 2,837 | 6 | 3,446 | 7 | |||||||||||||
| Surplus/(deficit) | (580) | (33) | (799) | (32) | |||||||||||||
| Unfunded plans: | |||||||||||||||||
| Pension liability | (752) | (326) | (903) | (392) | |||||||||||||
(a)A surplus is deemed recoverable to the extent that the Group is able to 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
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.
Movements in assets during the year:
| Rest of | € million | Rest of | € million | |||||||||||||||||||||||
| UK | Netherlands | world | 2022 Total | UK | Netherlands | world | 2021 Total | |||||||||||||||||||
| 1 January | 14,332 | 6,099 | 6,212 | 26,643 | 12,499 | 5,587 | 5,920 | 24,006 | ||||||||||||||||||
| Employee contributions | 1 | – | 11 | 12 | – | – | 13 | 13 | ||||||||||||||||||
| Settlements | – | – | – | – | – | – | – | – | ||||||||||||||||||
| Actual return on plan assets (excluding amounts in net finance income/charge) | (4,870) | (668) | (945) | (6,483) | 1,092 | 560 | 306 | 1,958 | ||||||||||||||||||
| Change in asset ceiling excluding amounts included in interest expenses | – | – | (184) | (184) | – | – | (17) | (17) | ||||||||||||||||||
Interest income(a) | 264 | 66 | 166 | 496 | 181 | 39 | 124 | 344 | ||||||||||||||||||
| Employer contributions | 66 | 8 | 229 | 303 | 100 | 72 | 222 | 394 | ||||||||||||||||||
| Benefit payments | (511) | (161) | (512) | (1,184) | (501) | (159) | (475) | (1,135) | ||||||||||||||||||
| Other | – | (1) | (1) | (2) | – | – | (47) | (47) | ||||||||||||||||||
| Currency retranslation | (578) | – | 110 | (468) | 961 | – | 166 | 1,127 | ||||||||||||||||||
| 31 December | 8,704 | 5,343 | 5,086 | 19,133 | 14,332 | 6,099 | 6,212 | 26,643 | ||||||||||||||||||
(a)This includes the impact of interest on asset ceiling.
164 | Unilever Annual Report on Form 20-F 2022 | Financial Statements | ||||
| Notes to the Consolidated Financial Statements Unilever Group | ||||||||
4B. Pensions and similar obligations continued
Movements in liabilities during the year:
| Rest of | € million | Rest of | € million | |||||||||||||||||||||||
| UK | Netherlands | world | 2022 Total | UK | Netherlands | world | 2021 Total | |||||||||||||||||||
| 1 January | (11,453) | (4,937) | (7,260) | (23,650) | (11,148) | (5,060) | (7,511) | (23,719) | ||||||||||||||||||
| Gross service cost | (86) | (4) | (96) | (186) | (127) | (4) | (97) | (228) | ||||||||||||||||||
| Special termination benefits | – | – | (11) | (11) | – | – | (15) | (15) | ||||||||||||||||||
| Past service costs including losses/(gains) on curtailments | – | – | – | – | (1) | – | 19 | 18 | ||||||||||||||||||
| Settlements | – | – | 1 | 1 | – | – | 1 | 1 | ||||||||||||||||||
| Interest cost | (210) | (54) | (188) | (452) | (161) | (35) | (158) | (354) | ||||||||||||||||||
| Actuarial gain/(loss) arising from changes in demographic assumptions | 1 | (50) | 25 | (24) | (2) | (6) | 4 | (4) | ||||||||||||||||||
| Actuarial gain/(loss) arising from changes in financial assumptions | 4,196 | 1,527 | 1,191 | 6,914 | 225 | (23) | 140 | 342 | ||||||||||||||||||
| Actuarial gain/(loss) arising from experience adjustments | (276) | (377) | (107) | (760) | 95 | 32 | (1) | 126 | ||||||||||||||||||
| Benefit payments | 511 | 161 | 512 | 1,184 | 501 | 159 | 475 | 1,135 | ||||||||||||||||||
| Other | – | – | 15 | 15 | – | – | 48 | 48 | ||||||||||||||||||
| Currency retranslation | 479 | – | (74) | 405 | (835) | – | (165) | (1,000) | ||||||||||||||||||
| 31 December | (6,838) | (3,734) | (5,992) | (16,564) | (11,453) | (4,937) | (7,260) | (23,650) | ||||||||||||||||||
Movements in (deficit)/surplus during the year:
| Rest of | € million | Rest of | € million | |||||||||||||||||||||||
| UK | Netherlands | world | 2022 Total | UK | Netherlands | world | 2021 Total | |||||||||||||||||||
| 1 January | 2,879 | 1,162 | (1,048) | 2,993 | 1,351 | 527 | (1,591) | 287 | ||||||||||||||||||
| Gross service cost | (86) | (4) | (96) | (186) | (127) | (4) | (97) | (228) | ||||||||||||||||||
| Employee contributions | 1 | – | 11 | 12 | – | – | 13 | 13 | ||||||||||||||||||
| Special termination benefits | – | – | (11) | (11) | – | – | (15) | (15) | ||||||||||||||||||
| Past service costs including losses/(gains) on curtailments | – | – | – | – | (1) | – | 19 | 18 | ||||||||||||||||||
| Settlements | – | – | 1 | 1 | – | – | 1 | 1 | ||||||||||||||||||
| Actual return on plan assets (excluding amounts in net finance income/charge) | (4,870) | (668) | (945) | (6,483) | 1,092 | 560 | 306 | 1,958 | ||||||||||||||||||
| Change in asset ceiling excluding amounts included in interest expenses | – | – | (184) | (184) | – | – | (17) | (17) | ||||||||||||||||||
| Interest cost | (210) | (54) | (188) | (452) | (161) | (35) | (158) | (354) | ||||||||||||||||||
Interest income(a) | 264 | 66 | 166 | 496 | 181 | 39 | 124 | 344 | ||||||||||||||||||
| Actuarial gain/(loss) arising from changes in demographic assumptions | 1 | (50) | 25 | (24) | (2) | (6) | 4 | (4) | ||||||||||||||||||
| Actuarial gain/(loss) arising from changes in financial assumptions | 4,196 | 1,527 | 1,191 | 6,914 | 225 | (23) | 140 | 342 | ||||||||||||||||||
| Actuarial gain/(loss) arising from experience adjustments | (276) | (377) | (107) | (760) | 95 | 32 | (1) | 126 | ||||||||||||||||||
| Employer contributions | 66 | 8 | 229 | 303 | 100 | 72 | 222 | 394 | ||||||||||||||||||
| Benefit payments | – | – | – | – | – | – | – | – | ||||||||||||||||||
| Other | – | (1) | 14 | 13 | – | – | 1 | 1 | ||||||||||||||||||
| Currency retranslation | (99) | – | 36 | (63) | 126 | – | 1 | 127 | ||||||||||||||||||
| 31 December | 1,866 | 1,609 | (906) | 2,569 | 2,879 | 1,162 | (1,048) | 2,993 | ||||||||||||||||||
(a)This includes the impact of interest on asset ceiling.
The actual return on plan assets during 2022 was €(5,987) million, being €(6,483) million of asset returns and €496 million of interest income shown in the tables above (2021: €2,302 million).
The experience has been more in absolute terms than seen in previous few years as the impact of high in year inflation feeds into benefit costs and liabilities.
Movements in irrecoverable surplus during the year:
| Rest of | € million | Rest of | € million | |||||||||||||||||||||||
| UK | Netherlands | world | 2022 Total | UK | Netherlands | world | 2021 Total | |||||||||||||||||||
| 1 January | – | – | (50) | (50) | – | – | (26) | (26) | ||||||||||||||||||
| Interest income | – | – | 2 | 2 | – | – | (2) | (2) | ||||||||||||||||||
| Change in irrecoverable surplus in excess of interest | – | – | (184) | (184) | – | – | (17) | (17) | ||||||||||||||||||
| Currency retranslations | – | – | (2) | (2) | – | – | (5) | (5) | ||||||||||||||||||
| 31 December | – | – | (234) | (234) | – | – | (50) | (50) | ||||||||||||||||||
Unilever Annual Report on Form 20-F 2022 | Financial Statements | 165 | |||||||
| Notes to the Consolidated Financial Statements Unilever Group | ||||||||
4B. Pensions and similar obligations continued
The duration of the principal defined benefit plan liabilities (representing 94% of total pension liabilities and other post-employment benefit liabilities) and the split of liabilities between different categories of plan participants are:
| Rest of | Rest of | |||||||||||||||||||||||||
| UK | Netherlands | world(a) | 2022 Total | UK | Netherlands | world(a) | 2021 Total | |||||||||||||||||||
| Duration (years) | 13 | 15 | 11 | 4 to 18 | 18 | 18 | 12 | 7 to 21 | ||||||||||||||||||
| Active members | 8 | % | 8 | % | 19 | % | 11 | % | 12 | % | 12 | % | 20 | % | 14 | % | ||||||||||
| Deferred members | 31 | % | 38 | % | 14 | % | 28 | % | 36 | % | 43 | % | 17 | % | 33 | % | ||||||||||
| Retired members | 61 | % | 54 | % | 67 | % | 61 | % | 52 | % | 45 | % | 63 | % | 53 | % | ||||||||||
(a)Rest of world numbers shown are weighted averages by liabilities.
Plan assets
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 | € million | ||||||||||||||||||||||||||||
| 31 December 2022 | 31 December 2021 | ||||||||||||||||||||||||||||
| UK | Netherlands | Rest of world | 2022 Total | UK | Netherlands | Rest of world | 2021 Total | ||||||||||||||||||||||
| Total Assets | 8,704 | 5,343 | 5,314 | 19,361 | 14,332 | 6,099 | 6,255 | 26,686 | |||||||||||||||||||||
| Assets | |||||||||||||||||||||||||||||
| Equities Total | 284 | 983 | 1,363 | 2,630 | 1,714 | 1,676 | 1,835 | 5,225 | |||||||||||||||||||||
| – Europe | 61 | 165 | 440 | 666 | 352 | 271 | 569 | 1,192 | |||||||||||||||||||||
| – North America | 160 | 604 | 594 | 1,358 | 1,030 | 1,001 | 829 | 2,860 | |||||||||||||||||||||
| – Other | 63 | 214 | 329 | 606 | 332 | 404 | 437 | 1,173 | |||||||||||||||||||||
| Fixed Income Total | 5,757 | 3,269 | 2,696 | 11,722 | 8,875 | 3,353 | 3,176 | 15,404 | |||||||||||||||||||||
| – Government bonds | 3,795 | 1,297 | 1,215 | 6,307 | 6,243 | 1,179 | 1,396 | 8,818 | |||||||||||||||||||||
| – Investment grade corporate bonds | 871 | 530 | 905 | 2,306 | 1,160 | 537 | 1,109 | 2,806 | |||||||||||||||||||||
| – Other Fixed Income | 1,091 | 1,442 | 576 | 3,109 | 1,472 | 1,637 | 671 | 3,780 | |||||||||||||||||||||
| Private Equity | 500 | 90 | 40 | 630 | 424 | 77 | 17 | 518 | |||||||||||||||||||||
| Property and Real Estate | 930 | 422 | 387 | 1,739 | 1,021 | 517 | 356 | 1,894 | |||||||||||||||||||||
| Hedge Funds | 225 | – | 76 | 301 | 381 | – | 75 | 456 | |||||||||||||||||||||
| Other | 1,341 | 325 | 317 | 1,983 | 1,823 | 322 | 359 | 2,504 | |||||||||||||||||||||
| Other Plans | – | – | 417 | 417 | – | – | 421 | 421 | |||||||||||||||||||||
| Derivatives | (333) | 254 | 18 | (61) | 94 | 154 | 16 | 264 | |||||||||||||||||||||
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 over 100% for both interest rate and inflation for the UK plan and approximately 60% for interest rate and approximately 20% for inflation for the Netherlands plan at year end. Foreign currency exposures, in part, are also hedged by the use of forward foreign exchange contracts. Assets included in the Other category are cash and insurance contracts which are also unquoted assets.
Equity securities include Unilever securities amounting to €1 million (0.003% of total plan assets) and €1 million (0.002% of total plan assets) at 31 December 2022 and 2021 respectively. Property includes property occupied by Unilever amounting to €77 million and €74 million at 31 December 2022 and 2021 respectively.
The pension assets above exclude the assets in a Special Benefits Trust amounting to €39 million (2021: €38 million) to fund pension and similar obligations in the US (see also note 17A on page 194).
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% | -6 | % | -7 | % | -6 | % | ||||||||||
| Inflation rate | Increase by 0.5% | 4 | % | 7 | % | 5 | % | ||||||||||
| Life expectancy | Increase by 1 year | 4 | % | 4 | % | 4 | % | ||||||||||
Long-term medical cost inflation(a) | Increase by 1.0% | n/a | n/a | 3 | % | ||||||||||||
(a)Long-term medical cost inflation only relates to post-retirement medical plans and its impact on these liabilities.
A decrease in each assumption would have a comparable and opposite impact on liabilities.
166 | Unilever Annual Report on Form 20-F 2022 | Financial Statements | ||||
| Notes to the Consolidated Financial Statements Unilever Group | ||||||||
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 | € million | € million | € million | |||||||||||
| 2023 Estimate | 2022 | 2021 | 2020 | |||||||||||
| Company contributions to funded plans: | ||||||||||||||
| Defined Benefit | 180 | 176 | 286 | 266 | ||||||||||
| Defined Contribution | 225 | 212 | 190 | 203 | ||||||||||
| Benefits paid by the Company in respect of unfunded plans: | ||||||||||||||
| Defined Benefit | 130 | 127 | 108 | 132 | ||||||||||
| Group cash flow in respect of pensions and similar benefits | 535 | 515 | 584 | 601 | ||||||||||
The Group’s funding policy is to periodically review the contributions made to the plans while taking account of local legislation.
4C. Share-based compensation plans
| The fair value of awards at grant date is calculated using observable market price. 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. | ||||||||||||||
The numbers in this note include those for Executive Directors and key management shown in note 4A on page 161. 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 | 2022 | 2021 | 2020 | ||||||||
| Performance share plans | (168) | (150) | (98) | ||||||||
| Other plans | (9) | (11) | (10) | ||||||||
| (177) | (161) | (108) | |||||||||
Performance share plans
Performance share awards are made in respect of the Performance Share Plan (PSP). Awards for the Global Share Incentive Plan (GSIP) were last made in February 2018 and vested in February 2021. Awards for MCIP were last made in 2020 and will vest in 2024. No further MCIP or GSIP awards will be made. 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).
The MCIP allowed Unilever’s managers to invest up to 100% of their annual bonus (a minimum of 33% and maximum of 67% for Executive Directors) in shares in Unilever, and to receive a corresponding award of performance-related shares. From 2021, under the PSP, Unilever’s managers receive annual awards of PLC shares. The performance measures for MCIP and PSP are underlying sales growth, underlying EPS growth, underlying return on invested capital and sustainability progress index for the Group. MCIP awards made will vest after 4 years, while PSP awards vest after 3 years.
A summary of the status of the Performance Share Plans as at 31 December 2022, 2021 and 2020 and changes during the years ended on these dates is presented below:
| 2022 | 2021 | 2020 | |||||||||
Number of shares | Number of shares | Number of shares | |||||||||
| Outstanding at 1 January | 14,318,564 | 11,371,436 | 11,137,801 | ||||||||
| Awarded | 10,032,321 | 7,667,929 | 4,395,633 | ||||||||
| Vested | (3,101,598) | (3,425,232) | (3,240,738) | ||||||||
| Forfeited | (3,325,397) | (1,295,569) | (921,260) | ||||||||
| Outstanding at 31 December | 17,923,890 | 14,318,564 | 11,371,436 | ||||||||
| 2022 | 2021 | 2020 | |||||||||
| Share award value information | |||||||||||
| Fair value per share award during the year | €41.56 | €47.64 | €43.91 | ||||||||
Additional information
At 31 December 2022, shares in PLC totalling 18,842,270 (2021: 15,370,746) were outstanding in respect of share-based compensation plans of PLC and its subsidiaries, including North American plans.
At 31 December 2022, the employee share ownership trust held 2,727,097 (2021: 4,453,244) PLC shares and PLC and its subsidiaries held 327,303 (2021: 847,914) PLC shares which are held as treasury shares.
Unilever Annual Report on Form 20-F 2022 | Financial Statements | 167 | |||||||
| Notes to the Consolidated Financial Statements Unilever Group | ||||||||
4C. Share-based compensation plans continued
The book value of €282 million (2021: €388 million) of the shares held by the trust and by Unilever PLC and its subsidiaries in respect of share-based compensation plans is eliminated on consolidation by deduction from other reserves. Their market value at 31 December 2022 was €144 million (2021: €250 million).
The book value of €282 million (2021: €388 million) of the shares held by the trust and by Unilever PLC and its subsidiaries in respect of share-based compensation plans is eliminated on consolidation by deduction from other reserves. Their market value at 31 December 2022 was €144 million (2021: €250 million).
Shares held to satisfy awards are accounted for in accordance with IAS 32 ‘Financial Instruments: Presentation’. All differences between the purchase price of the shares held to satisfy awards granted and the proceeds received for the shares, whether on exercise or lapse, are charged to reserves.
Between 31 December 2022 and 21 February 2023 (the latest practicable date for inclusion in this report), nil shares were granted, 1,862,484 shares vested and 777,139 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. This includes interest on lease liabilities which represents the unwind of the discount rate applied to lease liabilities. Borrowing costs are recognised based on the effective interest method. | ||||||||||||||
| € million | € million | € million | ||||||||||||
| Net finance costs | Notes | 2022 | 2021 | 2020 | ||||||||||
| Finance costs | (811) | (501) | (672) | |||||||||||
| Bank loans and overdrafts | (44) | (34) | (32) | |||||||||||
Interest on bonds and other loans(a) | (666) | (402) | (533) | |||||||||||
| Interest on lease liabilities | (72) | (72) | (82) | |||||||||||
Net gain/(loss) on transactions for which hedge accounting is not applied(b) | (29) | 7 | (25) | |||||||||||
| On foreign exchange derivatives | 123 | (68) | 275 | |||||||||||
| Exchange difference on underlying items | (152) | 75 | (300) | |||||||||||
| Finance income | 281 | 147 | 232 | |||||||||||
| Pensions and similar obligations | 4B | 44 | (10) | (9) | ||||||||||
Net finance costs before non-underlying items(c) | (486) | (364) | (449) | |||||||||||
| Interest related to the UK tax audit of intangible income and centralised services | 3 | (7) | 10 | (56) | ||||||||||
| (493) | (354) | (505) | ||||||||||||
(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 €(20) million (2021: €(19) million) relating to unwinding of discount on deferred consideration for acquisitions.
(b)For further details of derivatives for which hedge accounting is not applied, please refer to note 16C.
(c)See note 3 for explanation of non-underlying items.
168 | Unilever Annual Report on Form 20-F 2022 | Financial Statements | ||||
| Notes to the Consolidated Financial Statements Unilever Group | ||||||||
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 one of two methods, the expected value method (the sum of the probability-weighted amounts in a range of possible outcomes) or the single most likely amount method, depending on which is expected to better predict the resolution of the uncertainty. | ||||||||||||||
| € million | € million | € million | |||||||||
| Tax charge in income statement | 2022 | 2021 | 2020 | ||||||||
| Current tax | |||||||||||
| Current year | (2,206) | (2,399) | (2,128) | ||||||||
| Over/(under) provided in prior years | (61) | 245 | (154) | ||||||||
| (2,267) | (2,154) | (2,282) | |||||||||
| Deferred tax | |||||||||||
| Origination and reversal of temporary differences | 153 | 189 | 344 | ||||||||
| Changes in tax rates | 28 | 15 | (19) | ||||||||
| Recognition of previously unrecognised losses brought forward | 18 | 15 | 34 | ||||||||
| 199 | 219 | 359 | |||||||||
| (2,068) | (1,935) | (1,923) | |||||||||
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 | % 2022 | % 2021 | % 2020 | ||||||||
Computed rate of tax(a) | 25 | 24 | 23 | ||||||||
| Differences between computed rate of tax and effective tax rate due to: | |||||||||||
| Incentive tax credits | (2) | (2) | (2) | ||||||||
| Withholding tax on dividends | 2 | 2 | 2 | ||||||||
| 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 | (2) | (2) | (1) | ||||||||
| Underlying effective tax rate | 24 | 23 | 23 | ||||||||
Non-underlying items within operating profit(b) | 1 | – | – | ||||||||
Taxes related to the UK tax audit of intangible income and centralised services(b) | – | – | 1 | ||||||||
Taxes related to the reorganisation of our European business(b) | – | (1) | 1 | ||||||||
Impact of ekaterra disposal(b) | (6) | – | – | ||||||||
Hyperinflation adjustment for Argentina and Turkey deferred tax(b) | 1 | 1 | – | ||||||||
| Effective tax rate | 20 | 23 | 25 | ||||||||
(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. Uncertain tax provisions including the related interest and penalties amounted to €905 million (2021: €858 million). This includes €374 million (2021: €282 million) related to the Horlicks intangible amortisation in India on which no interest is relevant as the cash tax has been paid. The effective tax rate has been significantly reduced by the impact of the Tea business disposal which benefited from the participation exemption in the Netherlands.
The Group's future tax charge and effective tax rate could be affected by several factors, including changes in tax laws and their interpretation, the implementation of the OECD Pillars 1 and 2, EU and US tax changes, as well as the impact of acquisitions, disposals and restructuring of our business.
Unilever Annual Report on Form 20-F 2022 | Financial Statements | 169 | |||||||
| Notes to the Consolidated Financial Statements Unilever Group | ||||||||
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 2022 and 2021 | As at 1 January 2022 | Income statement | Other | As at 31 December 2022 | As at 1 January 2021 | Income Statement | Other | As at 31 December 2021 | ||||||||||||||||||
| Pensions and similar obligations | (654) | (44) | 85 | (613) | 80 | (73) | (661) | (654) | ||||||||||||||||||
| Provisions and accruals | 726 | 12 | 3 | 741 | 698 | (11) | 39 | 726 | ||||||||||||||||||
| Goodwill and intangible assets | (3,448) | 135 | (535) | (3,848) | (2,734) | 249 | (963) | (3,448) | ||||||||||||||||||
| Accelerated tax depreciation | (600) | (60) | (40) | (700) | (641) | 33 | 8 | (600) | ||||||||||||||||||
| Tax losses | 172 | 100 | (41) | 231 | 190 | (2) | (16) | 172 | ||||||||||||||||||
| Fair value gains | (60) | (11) | 29 | (42) | (52) | 19 | (27) | (60) | ||||||||||||||||||
| Fair value losses | 2 | 6 | 28 | 36 | 45 | 1 | (44) | 2 | ||||||||||||||||||
| Share-based payments | 166 | 18 | 10 | 194 | 146 | 7 | 13 | 166 | ||||||||||||||||||
| Lease liability | 295 | (55) | (3) | 237 | 294 | (16) | 17 | 295 | ||||||||||||||||||
| Right of use asset | (244) | 42 | 1 | (201) | (244) | 21 | (21) | (244) | ||||||||||||||||||
Other(a) | 580 | 56 | 3 | 639 | 526 | (9) | 63 | 580 | ||||||||||||||||||
| (3,065) | 199 | (460) | (3,326) | (1,692) | 219 | (1,592) | (3,065) | |||||||||||||||||||
(a)The deferred tax-other includes the recognition of an asset of €311 million (2021: €345 million) relating to the impact of the expected outcome of the Mutual Agreement Procedure which Unilever applied for following the conclusion of the UK tax audit for the tax years 2011-2018.
At the balance sheet date, the Group had unused tax losses of €1,352 million (2021: €4,649 million) and tax credits amounting to €893 million (2021: €785 million) available for offset against future taxable profits. Of the reduction in unused tax losses €3,356 million relates to liquidation of the entity concerned. Deferred tax assets have not been recognised in respect of unused tax losses of €668 million (2021: €4,247 million) and tax credits of €448 million (2021: €418 million), as it is not probable that there will be future taxable profits within the entities against which the losses and credits can be utilised. Of these losses, €196 million (2021: €254 million) have expiry dates, being corporate income tax losses in the US, Korea and China which expire between now and 2038.
Where deferred tax assets have been recognised in respect of losses, the evidence considered includes the reason for the loss, potential planning strategies to utilise the loss, including where permitted merger with other profitable entities and the availability of future taxable profits against which the losses can be utilised. Profit forecasts used are consistent with those used in other areas of the business.
Deferred tax assets have not been recognised in respect of other deductible temporary differences of €269 million (2021: €1,651 million) as it is not expected they will be utilised. Of these differences, €199 million (2021: €1,583 million) relates to limitation on the deduction of interest expenses. There is no expiry date for these differences. Of the reduction, €1,387 million relates to liquidation of the entity concerned.
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 €2,420 million (2021: €2,247 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 2022 | Assets 2021 | Liabilities 2022 | Liabilities 2021 | Total 2022 | Total 2021 | ||||||||||||||
| Pensions and similar obligations | 195 | 322 | (808) | (976) | (613) | (654) | ||||||||||||||
| Provisions and accruals | 489 | 426 | 252 | 300 | 741 | 726 | ||||||||||||||
| Goodwill and intangible assets | 105 | 453 | (3,953) | (3,901) | (3,848) | (3,448) | ||||||||||||||
| Accelerated tax depreciation | (93) | (66) | (607) | (534) | (700) | (600) | ||||||||||||||
| Tax losses | 188 | 148 | 43 | 24 | 231 | 172 | ||||||||||||||
| Fair value gains | 1 | (15) | (43) | (45) | (42) | (60) | ||||||||||||||
| Fair value losses | – | 5 | 36 | (3) | 36 | 2 | ||||||||||||||
| Share-based payments | 51 | 38 | 143 | 128 | 194 | 166 | ||||||||||||||
| Lease liability | 102 | 142 | 135 | 153 | 237 | 295 | ||||||||||||||
| Right of use asset | (92) | (119) | (109) | (125) | (201) | (244) | ||||||||||||||
| Other | 103 | 131 | 536 | 449 | 639 | 580 | ||||||||||||||
| 1,049 | 1,465 | (4,375) | (4,530) | (3,326) | (3,065) | |||||||||||||||
| Of which deferred tax to be recovered/(settled) after more than 12 months | 700 | 1,194 | (4,492) | (4,684) | (3,792) | (3,490) | ||||||||||||||
170 | Unilever Annual Report on Form 20-F 2022 | Financial Statements | ||||
| Notes to the Consolidated Financial Statements Unilever Group | ||||||||
6C. Tax on items recognised in equity or other comprehensive income
| Income tax is recognised in equity or other comprehensive income for items recognised directly in equity or other comprehensive income. | ||||||||||||||
Tax effects directly recognised in equity or other comprehensive income were as follows:
| € million | € million | € million | € million | € million | € million | |||||||||||||||
| Movements in 2022 and 2021 | Before tax 2022 | Tax (charge)/credit 2022 | After tax 2022 | Before tax 2021 | Tax (charge)/credit 2021 | After tax 2021 | ||||||||||||||
| Gains/(losses) on: | ||||||||||||||||||||
| Equity instruments at fair value through other comprehensive income | 31 | 5 | 36 | 178 | (12) | 166 | ||||||||||||||
| Cash flow hedges | (121) | 30 | (91) | 291 | (12) | 279 | ||||||||||||||
| Remeasurement of defined benefit pension plans | (537) | 64 | (473) | 2,405 | (671) | 1,734 | ||||||||||||||
| Currency retranslation gains/(losses) | 547 | 67 | 614 | 1,237 | (60) | 1,177 | ||||||||||||||
| (80) | 166 | 86 | 4,111 | (755) | 3,356 | |||||||||||||||
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 plans by employees. Underlying earnings per share is calculated as underlying profit attributable to shareholders’ equity divided by the diluted average number of ordinary shares. 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:
€ | € | € | |||||||||
| 2022 | 2021 | 2020 | |||||||||
| Basic earnings per share | 3.00 | 2.33 | 2.13 | ||||||||
| Diluted earnings per share | 2.99 | 2.32 | 2.12 | ||||||||
| Underlying earnings per share | 2.57 | 2.62 | 2.48 | ||||||||
| Millions of share units | |||||||||||
Calculation of average number of share units(a) | 2022 | 2021 | 2020 | ||||||||
| Average number of shares: PLC | 2,629.2 | 2,629.2 | 1,351.1 | ||||||||
| NV | 0.0 | 0.0 | 1,278.1 | ||||||||
| Less: treasury shares held by employee share trusts and companies | (81.0) | (29.3) | (8.9) | ||||||||
| Average number of shares – used for basic earnings per share | 2,548.2 | 2,599.9 | 2,620.3 | ||||||||
| Add: dilutive effect of share-based compensation plans | 11.6 | 9.7 | 9.5 | ||||||||
| Diluted average number of shares – used for diluted and underlying earnings per share | 2,559.8 | 2,609.6 | 2,629.8 | ||||||||
(a)In the calculation of the weighted average number of share units, NV shares were included only for the period they were issued (until 29 November 2020). Following Unification, all NV shares were cancelled and the shareholders of NV were issued PLC ordinary shares on a 1:1 ratio. Accordingly, there was no significant impact on the average number of share units as a result of Unification.
| € million | € million | € million | ||||||||||||
| Calculation of earnings | Notes | 2022 | 2021 | 2020 | ||||||||||
| Net profit | 8,269 | 6,621 | 6,073 | |||||||||||
| Non-controlling interests | (627) | (572) | (492) | |||||||||||
| Net profit attributable to shareholders’ equity – used for basic and diluted earnings per share | 7,642 | 6,049 | 5,581 | |||||||||||
| Post-tax impact of non-underlying items | 3 | (1,074) | 790 | 951 | ||||||||||
| Underlying profit attributable to shareholders’ equity – used for underlying earnings per share | 6,568 | 6,839 | 6,532 | |||||||||||
Unilever Annual Report on Form 20-F 2022 | Financial Statements | 171 | |||||||
| Notes to the Consolidated Financial Statements Unilever Group | ||||||||
8. Dividends on ordinary capital
Dividends are recognised on the date that the shareholder’s right to receive payment is established. This is generally the date when the dividend is declared. | ||||||||||||||
| € million | € million | € million | |||||||||
Dividends on ordinary capital during the year | 2022 | 2021 | 2020 | ||||||||
| PLC dividends | (4,356) | (4,458) | (1,911) | ||||||||
| NV dividends | – | – | (2,389) | ||||||||
| (4,356) | (4,458) | (4,300) | |||||||||
Four quarterly interim dividends were declared and paid during 2022, totalling £1.45 (2021: £1.48) per PLC ordinary share.
A quarterly dividend of €1,086 million (2021: €1,137 million) was declared on 9 February 2023, to be paid in March 2023; £0.38 per PLC ordinary share (2021: £0.36). Total dividends declared in relation to 2022 were £1.48 (2021: £1.46) 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. Goodwill acquired in a business combination is assessed to determine whether new cash generating units (CGUs) are created, and if not, is allocated to the Group’s CGUs, or groups of CGUs (GCGUs) in line with the structure detailed below. These might not always be the same as the CGUs or GCGUs that include the assets and liabilities of the acquired business. | ||||||||||||||
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. 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. 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. | ||||||||||||||
Cash generating units For impairment testing purposes, the Group’s assets are grouped into Cash Generating Units (CGUs) which are the smallest identifiable group of assets that generates largely independent cash inflows. From 1 July 2022, the Group has revised its CGUs to align with the Compass organisation structure of Business Units and Global Business Units. For the purpose of impairment testing, Goodwill is allocated to groups of CGUs (GCGUs) which are based on the five Business Groups since the synergies acquired through a business combination benefit a Business Group as a whole rather than a specific Business Unit or Global Business Unit. Cash inflows relating to indefinite-life intangible assets are identifiable at Business Unit or Global Business Unit level and are therefore allocated to individual CGUs. | ||||||||||||||
Impairment Review The impairment test is performed by comparing the carrying value of the CGUs or GCGUs with their recoverable value. The recoverable value is primarily based on value in use but also considers fair value less costs of disposal where relevant. Any impairment is charged to the income statement as it arises. | ||||||||||||||
172 | Unilever Annual Report on Form 20-F 2022 | Financial Statements | ||||
| Notes to the Consolidated Financial Statements Unilever Group | ||||||||
9. Goodwill and intangible assets continued
| € million | Goodwill | Indefinite-life intangible assets | Finite-life intangible assets | Total | |||||||||||||
| Movements during 2022 | Software | Other | |||||||||||||||
| Cost | |||||||||||||||||
| 1 January 2022 | 21,489 | 17,681 | 3,189 | 1,114 | 43,473 | ||||||||||||
Additions through business combinations(a) | 585 | 603 | – | – | 1,188 | ||||||||||||
| Disposal of businesses | (16) | (4) | (3) | – | (23) | ||||||||||||
| Reclassification to held for sale | – | (25) | (4) | – | (29) | ||||||||||||
| Additions | – | – | 251 | 2 | 253 | ||||||||||||
| Disposals and other movements | – | (2) | (24) | (5) | (31) | ||||||||||||
| Hyperinflationary adjustment | 116 | 17 | – | – | 133 | ||||||||||||
| Currency retranslation | 592 | 246 | (92) | 26 | 772 | ||||||||||||
| 31 December 2022 | 22,766 | 18,516 | 3,317 | 1,137 | 45,736 | ||||||||||||
| Accumulated amortisation and impairment | |||||||||||||||||
| 1 January 2022 | (1,159) | (211) | (2,609) | (903) | (4,882) | ||||||||||||
| Amortisation/impairment for the year | – | (146) | (216) | (93) | (455) | ||||||||||||
| Disposals and other movements | 1 | – | 32 | 5 | 38 | ||||||||||||
| Currency retranslation | 1 | 7 | 63 | (19) | 52 | ||||||||||||
| 31 December 2022 | (1,157) | (350) | (2,730) | (1,010) | (5,247) | ||||||||||||
Net book value 31 December 2022(b) | 21,609 | 18,166 | 587 | 127 | 40,489 | ||||||||||||
| € million | Goodwill | Indefinite-life intangible assets | Finite-life intangible assets | Total | |||||||||||||
| Movements during 2021 | Software | Other | |||||||||||||||
| Cost | |||||||||||||||||
| 1 January 2021 | 20,118 | 15,420 | 2,819 | 1,074 | 39,431 | ||||||||||||
| Additions through business combinations | 741 | 1,753 | – | 1 | 2,495 | ||||||||||||
| Disposal of businesses | (2) | – | – | – | (2) | ||||||||||||
Reclassification to held for sale(c) | (534) | (362) | (7) | – | (903) | ||||||||||||
| Additions | – | – | 229 | 2 | 231 | ||||||||||||
| Disposals and other movements | (18) | – | (44) | (3) | (65) | ||||||||||||
| Hyperinflationary adjustment | 96 | 7 | – | – | 103 | ||||||||||||
| Currency retranslation | 1,088 | 863 | 192 | 40 | 2,183 | ||||||||||||
| 31 December 2021 | 21,489 | 17,681 | 3,189 | 1,114 | 43,473 | ||||||||||||
| Accumulated amortisation and impairment | |||||||||||||||||
| 1 January 2021 | (1,176) | (211) | (2,282) | (821) | (4,490) | ||||||||||||
| Amortisation/impairment for the year | – | – | (222) | (52) | (274) | ||||||||||||
| Disposals and other movements | 18 | 1 | 48 | 2 | 69 | ||||||||||||
| Currency retranslation | (1) | (1) | (153) | (32) | (187) | ||||||||||||
| 31 December 2021 | (1,159) | (211) | (2,609) | (903) | (4,882) | ||||||||||||
| Net book value 31 December 2021 | 20,330 | 17,470 | 580 | 211 | 38,591 | ||||||||||||
(a)Includes the provisional fair value of goodwill and intangibles for acquisitions made in 2022 as well as subsequent changes in the fair value of goodwill and intangibles for the acquisitions made in 2021 where the initial acquisition accounting was provisional at the end of 2021. See note 21 for further details.
(b)Within indefinite-life intangible assets there are five existing brands that have a significant carrying value: Horlicks €2,759 million (2021: €2,898 million), Knorr €1,839 million (2021: €1,803 million), Paula's Choice €1,764 million (2021: €1,660 million), Carver Korea €1,456 million (2021: €1,452 million) and Hellmann’s €1,261 million (2021: €1,196 million).
(c)Goodwill and intangibles in relation to ekaterra amounting to €899 million were reclassified as held for sale.
Unilever Annual Report on Form 20-F 2022 | Financial Statements | 173 | |||||||
| Notes to the Consolidated Financial Statements Unilever Group | ||||||||
9. Goodwill and intangible assets continued
Significant CGUs
The goodwill and indefinite-life assets held in the GCGUs and CGUs shown below are considered significant within the total carrying amounts of goodwill and indefinite-life intangible as at 31 December 2022.
| 2022 GCGUs | |||||
| € billion | |||||
| Goodwill | |||||
| Beauty & Wellbeing | 4.9 | ||||
| Personal Care | 4.1 | ||||
| Home Care | 0.9 | ||||
| Nutrition | 8.3 | ||||
| Ice Cream | 3.4 | ||||
| Total GCGUs | 21.6 | ||||
| 2022 CGUs | |||||
| € billion | |||||
| Indefinite- life intangible assets | |||||
| Nutrition South Asia | 3.3 | ||||
| Nutrition Europe, ANZ & METU | 1.4 | ||||
| Nutrition North America | 1.0 | ||||
| Prestige | 2.8 | ||||
| Beauty & Wellbeing North Asia | 1.5 | ||||
| Health & Wellness | 1.6 | ||||
| Total Significant CGUs | 11.6 | ||||
Others(a) | 6.6 | ||||
| Total CGUs | 18.2 | ||||
(a) Included within Others are individually insignificant amounts of intangible assets.
Key assumptions
In performing our annual impairment testing, the recoverable amount of each CGU has been calculated based on its value in use, estimated as the present value of projected future cash flows. Each GCGU's value in use is based on the aggregated value in use of the CGUs grouped under the respective GCGU.
Projected cash flows include specific estimates for a period of five years. The growth rates and operating margins used to estimate cash flows for the five years are based on past performance and on the Group’s -year strategic plan, de-risked to ensure reasonability and extended to years four and five. The Group's -year strategic plan factors in initiatives we are undertaking to reduce carbon emissions in line with our CTAP and impacts of climate change on our operational costs. The growth rates used in this exercise for GCGUs and significant CGUs are set out below:
For the year 2022
| Group of CGUs | Beauty & Wellbeing | Personal Care | Home Care | Nutrition | Ice Cream | ||||||||||||
| Longer-term sustainable growth rates | 3 | % | 3 | % | 4 | % | 3 | % | 3 | % | |||||||
| Average near-term nominal growth rates | 6 | % | 3 | % | 4 | % | 5 | % | 6 | % | |||||||
| For the year 2022 | Nutrition South Asia | Nutrition Europe, ANZ & METU | Nutrition North America | Prestige | Beauty & Wellbeing North Asia | Health & Wellness | ||||||||||||||
| Longer-term sustainable growth rates | 7 | % | 2 | % | 2 | % | 2 | % | 4 | % | 2 | % | ||||||||
| Average near-term nominal growth rates | 7 | % | 2 | % | 4 | % | 11 | % | 3 | % | 17 | % | ||||||||
The estimated cash flows after year five are extrapolated using a longer-term sustainable growth rate, which is determined as the lower of our own -year average growth projection and external forecasts for the relevant market.
In 2022, the projected cash flows are discounted using pre-tax discount rates. The discount rates are specific to each CGU and are determined based on the weighted average cost of capital, including a market and country risk premium. Given the higher number of CGUs spread across different markets, the CGU discount rates are in the range 7.4% – 11.8% (2021: 6.4% – 7.6%).
There are no reasonably possible changes in key assumptions that would cause the carrying amount of any CGU to exceed its recoverable amount.
Impairment of Dollar Shave Club (DSC)
DSC is a male grooming business offering a monthly membership subscription service which regularly delivers razors and other grooming products directly to consumers by mail, and direct-selling through retail channels. The Group purchased DSC in 2016 and in 2022 it was identified as a CGU following the changes in our CGU structure (see note 1).
As part of the 2022 annual impairment review in line with the process noted above, the group determined that the carrying value of DSC exceeded its recoverable amount and a total impairment of €192 million was recognised.
174 | Unilever Annual Report on Form 20-F 2022 | Financial Statements | ||||
| Notes to the Consolidated Financial Statements Unilever Group | ||||||||
10. Property, plant and equipment
| € million | € million | ||||||||||
Property, plant and equipment | Notes | 2022 | 2021 | ||||||||
| Owned assets | 10A | 9,416 | 8,833 | ||||||||
| Leased assets | 10B | 1,354 | 1,514 | ||||||||
| Total | 10,770 | 10,347 | |||||||||
10A. Owned assets
| € million | € million | € million | |||||||||
| Movements during 2022 | Land and buildings | Plant and equipment | Total | ||||||||
Cost | |||||||||||
| 1 January 2022 | 4,266 | 14,462 | 18,728 | ||||||||
| Additions through business combinations | – | – | – | ||||||||
| Additions | 391 | 1,065 | 1,456 | ||||||||
| Disposals and other movements | (80) | (858) | (938) | ||||||||
| Hyperinflationary adjustment | 152 | 536 | 688 | ||||||||
| Reclassification as held for sale | (11) | (56) | (67) | ||||||||
| Currency retranslation | (10) | (41) | (51) | ||||||||
| 31 December 2022 | 4,708 | 15,108 | 19,816 | ||||||||
Accumulated depreciation | |||||||||||
| 1 January 2022 | (1,508) | (8,387) | (9,895) | ||||||||
| Depreciation charge for the year | (120) | (897) | (1,017) | ||||||||
| Disposals and other movements | 66 | 762 | 828 | ||||||||
| Hyperinflationary adjustment | (36) | (287) | (323) | ||||||||
| Reclassification as held for sale | 6 | 18 | 24 | ||||||||
| Currency retranslation | (7) | (10) | (17) | ||||||||
| 31 December 2022 | (1,599) | (8,801) | (10,400) | ||||||||
Net book value 31 December 2022(a) | 3,109 | 6,307 | 9,416 | ||||||||
| Includes capital expenditures for assets under construction | 104 | 960 | 1,064 | ||||||||
(a)Includes €504 million of freehold land.
The Group has commitments to purchase property, plant and equipment of €356 million (2021: €386 million).
Unilever Annual Report on Form 20-F 2022 | Financial Statements | 175 | |||||||
| Notes to the Consolidated Financial Statements Unilever Group | ||||||||
10A. Owned Assets continued
| € million | € million | € million | |||||||||
| Movements during 2021 | Land and buildings | Plant and equipment | Total | ||||||||
| Cost | |||||||||||
| 1 January 2021 | 4,203 | 14,305 | 18,508 | ||||||||
| Additions through business combinations | 1 | 2 | 3 | ||||||||
| Additions | 100 | 1,008 | 1,108 | ||||||||
| Disposals and other movements | (136) | (764) | (900) | ||||||||
| Hyperinflationary adjustment | 46 | 109 | 155 | ||||||||
| Reclassification as held for sale | (131) | (731) | (862) | ||||||||
| Currency retranslation | 183 | 533 | 716 | ||||||||
| 31 December 2021 | 4,266 | 14,462 | 18,728 | ||||||||
Accumulated depreciation | |||||||||||
| 1 January 2021 | (1,440) | (8,159) | (9,599) | ||||||||
| Depreciation charge for the year | (137) | (905) | (1,042) | ||||||||
| Disposals and other movements | 93 | 650 | 743 | ||||||||
| Hyperinflationary adjustment | (6) | (50) | (56) | ||||||||
| Reclassification as held for sale | 46 | 398 | 444 | ||||||||
| Currency retranslation | (64) | (321) | (385) | ||||||||
| 31 December 2021 | (1,508) | (8,387) | (9,895) | ||||||||
Net book value 31 December 2021(a) | 2,758 | 6,075 | 8,833 | ||||||||
| Includes capital expenditures for assets under construction | 93 | 881 | 974 | ||||||||
(a)Includes €380 million of freehold land.
10B. Leased assets
| € million | € million | € million | |||||||||
| Movements during 2022 | Land and buildings | Plant and equipment | Total | ||||||||
Cost | |||||||||||
| 1 January 2022 | 2,667 | 661 | 3,328 | ||||||||
| Additions through business combinations | – | – | – | ||||||||
| Additions | 281 | 111 | 392 | ||||||||
| Disposals and other movements | (303) | (108) | (411) | ||||||||
| Hyperinflationary adjustment | 3 | – | 3 | ||||||||
| Reclassification as held for sale | 1 | – | 1 | ||||||||
| Currency retranslation | 6 | (14) | (8) | ||||||||
| 31 December 2022 | 2,655 | 650 | 3,305 | ||||||||
Accumulated depreciation | |||||||||||
| 1 January 2022 | (1,461) | (353) | (1,814) | ||||||||
| Depreciation charge for the year | (322) | (118) | (440) | ||||||||
| Disposals and other movements | 205 | 91 | 296 | ||||||||
| Reclassification as held for sale | 2 | – | 2 | ||||||||
| Currency retranslation | (4) | 9 | 5 | ||||||||
| 31 December 2022 | (1,580) | (371) | (1,951) | ||||||||
| Net book value 31 December 2022 | 1,075 | 279 | 1,354 | ||||||||
176 | Unilever Annual Report on Form 20-F 2022 | Financial Statements | ||||
| Notes to the Consolidated Financial Statements Unilever Group | ||||||||
10B. Leased Assets
| € million | € million | € million | ||||||||||||
| Movements during 2021 | Land and buildings | Plant and equipment | Total | |||||||||||
Cost | ||||||||||||||
| 1 January 2021 | 2,639 | 768 | 3,407 | |||||||||||
| Additions through business combinations | 4 | – | 4 | |||||||||||
| Additions | 263 | 110 | 373 | |||||||||||
| Disposals and other movements | (259) | (245) | (504) | |||||||||||
| Hyperinflationary adjustment | (18) | – | (18) | |||||||||||
| Reclassification as held for sale | (61) | (3) | (64) | |||||||||||
| Currency retranslation | 99 | 31 | 130 | |||||||||||
| 31 December 2021 | 2,667 | 661 | 3,328 | |||||||||||
Accumulated depreciation | ||||||||||||||
| 1 January 2021 | (1,311) | (447) | (1,758) | |||||||||||
| Depreciation charge for the year | (307) | (123) | (430) | |||||||||||
| Disposals and other movements | 177 | 233 | 410 | |||||||||||
| Reclassification as held for sale | 33 | 2 | 35 | |||||||||||
| Currency retranslation | (53) | (18) | (71) | |||||||||||
| 31 December 2021 | (1,461) | (353) | (1,814) | |||||||||||
| Net book value 31 December 2021 | 1,206 | 308 | 1,514 | |||||||||||
Our leases mainly comprise of land and buildings and plant and equipment. The Group leases land and buildings for manufacturing, warehouse facilities and office space and also sublets some property. Plant and equipment includes leases for vehicles.
The Group has recognised in the income statement, a charge of €105 million (2021: €96 million) for short-term leases and €74 million (2021: €71 million) on leases for low-value assets.
During the year, the Group recognised income of €12 million (2021: €16 million) from sublet properties.
The total cash outflow relating to leases was €590 million (2021: €535 million).
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 Group’s share of their net assets and liabilities. The Group’s share of the profit or loss after tax of joint ventures and associates is included in the Group’s consolidated profit before taxation. Where the Group’s share of losses exceeds its interest in the equity accounted investee, the carrying amount of the investment is reduced to zero and the recognition of further losses is discontinued, except to the extent that the Group has an obligation to make payments on behalf of the investee. | ||||||||||||||
| € million | € million | |||||||
| 2022 | 2021 | |||||||
| Interest in net assets of joint ventures | 65 | 37 | ||||||
| Interest in net assets of associates | 19 | 23 | ||||||
Long-term trade and other receivables(a) | 520 | 499 | ||||||
Other non-current assets(b) | 338 | 415 | ||||||
| 942 | 974 | |||||||
(a)Including indirect tax receivables where we do not have the contractual right to receive payment within 12 months.
(b)Includes direct tax assets, withholding tax assets, interest on tax assets and contingent assets.
Unilever Annual Report on Form 20-F 2022 | Financial Statements | 177 | |||||||
| Notes to the Consolidated Financial Statements Unilever Group | ||||||||
11. Other non-current assets continued
| € million | € million | |||||||
| Movements during 2022 and 2021 | 2022 | 2021 | ||||||
Joint ventures(a) | ||||||||
| 1 January | 37 | 29 | ||||||
| Additions | 3 | 2 | ||||||
| Dividends received/reductions | (189) | (171) | ||||||
| Share of net profit/(loss) | 213 | 176 | ||||||
| Currency retranslation | 1 | 1 | ||||||
| 31 December | 65 | 37 | ||||||
| Associates | ||||||||
| 1 January | 23 | 34 | ||||||
| Additions | 6 | 7 | ||||||
| Dividend received/reductions | (4) | (32) | ||||||
| Share of net profit/(loss) | (5) | 15 | ||||||
| Currency retranslation | (1) | (1) | ||||||
| 31 December | 19 | 23 | ||||||
(a)Our principal joint ventures are Unilever FIMA LDA in Portugal, Binzagr Unilever Distribution in the Middle East, the Pepsi Lipton Tea Partnership in the US and Pepsi Lipton International Ltd for the rest of the world.
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 203.
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. | ||||||||||||||
€ million | € million | |||||||
| Inventories | 2022 | 2021 | ||||||
| Raw materials and consumables | 2,062 | 1,598 | ||||||
| Finished goods and goods for resale | 4,248 | 3,393 | ||||||
| Total inventories | 6,310 | 4,991 | ||||||
| Provision for inventories | (379) | (308) | ||||||
| 5,931 | 4,683 | |||||||
€ million | € million | |||||||
| Provision for inventories | 2022 | 2021 | ||||||
| 1 January | 308 | 284 | ||||||
| Charge to income statement | 164 | 65 | ||||||
| Reduction/(releases) | (66) | (56) | ||||||
| Currency translations | (12) | 9 | ||||||
Others(a) | (15) | 6 | ||||||
| 31 December | 379 | 308 | ||||||
(a)Others include the amount relating to the acquisition/disposal of businesses and transfers.
Inventories with a value of €189 million (2021: €163 million) are carried at net realisable value, this being lower than cost. During 2022, a total expense of €407 million (2021: €281 million) was recognised in the income statement for inventory write-downs and losses.
178 | Unilever Annual Report on Form 20-F 2022 | Financial Statements | ||||
| Notes to the Consolidated Financial Statements Unilever Group | ||||||||
13. Trade and other current receivables
Trade and other current receivables are initially recognised at fair value plus any directly attributable transaction costs. Subsequently, except for derivatives (see note 16 on page 186), these assets are held at amortised cost, using the effective interest method and net of any impairment losses. Discounts payable to customers are shown as a reduction in trade receivables when there is a legal right and intent to settle them on a net basis. | ||||||||||||||
We do not consider the fair values of trade and other current receivables to be significantly different from their carrying values. Concentrations of credit risk with respect to trade receivables are limited, due to the Group’s customer base being large and diverse. Our historical experience of collecting receivables, supported by the level of default, is that credit risk is low across territories and so trade receivables are considered to be a single class of financial assets. 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.
€ million | € million | |||||||
| Trade and other current receivables | 2022 | 2021 | ||||||
| Due within one year | ||||||||
| Trade receivables | 4,544 | 3,582 | ||||||
| Prepayments and accrued income | 969 | 492 | ||||||
| Other receivables | 1,543 | 1,348 | ||||||
| 7,056 | 5,422 | |||||||
Included within trade receivables are discounts due to our customers of €2,436 million (2021: €2,126 million). Other receivables comprise financial assets of €317 million (2021: €354 million) and non-financial assets of €1,226 million (2021: €994 million). Financial assets include supplier and customer deposits, employee advances and certain derivatives. Non-financial assets mainly consist of reclaimable sales tax of €753 million (2021: €598 million).
| € million | € million | |||||||
| Ageing of trade receivables | 2022 | 2021 | ||||||
| Not overdue | 3,919 | 3,070 | ||||||
| Past due less than three months | 498 | 470 | ||||||
| Past due more than three months but less than six months | 96 | 75 | ||||||
| Past due more than six months but less than one year | 69 | 44 | ||||||
| Past due more than one year | 150 | 124 | ||||||
| Total trade receivables | 4,732 | 3,783 | ||||||
| Impairment provision for trade receivables | (188) | (201) | ||||||
| 4,544 | 3,582 | |||||||
The total impairment provision includes €188 million (2021: €201 million) for current trade receivables, €22 million (2021: €22 million) for other current receivables and €68 million (2021: €63 million) for non-current trade and other receivables.
| € million | € million | |||||||
| Impairment provision for total trade and other receivables | 2022 | 2021 | ||||||
| 1 January | 286 | 276 | ||||||
| Charge to income statement | 27 | 35 | ||||||
| Reduction/releases | (44) | (31) | ||||||
| Reclassifications | 4 | (3) | ||||||
| Currency translations | 5 | 9 | ||||||
| 31 December | 278 | 286 | ||||||
Unilever Annual Report on Form 20-F 2022 | Financial Statements | 179 | |||||||
| Notes to the Consolidated Financial Statements Unilever Group | ||||||||
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; and ■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 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; and ■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.
| € million | € million | |||||||
| Trade payables and other liabilities | 2022 | 2021 | ||||||
| Current: due within one year | ||||||||
| Trade payables | 11,100 | 8,896 | ||||||
| Accruals | 5,232 | 4,429 | ||||||
| Social security and sundry taxes | 626 | 447 | ||||||
| Deferred consideration | 78 | 44 | ||||||
| Others | 987 | 1,045 | ||||||
| 18,023 | 14,861 | |||||||
| Non-current: due after more than one year | ||||||||
| Accruals | 141 | 91 | ||||||
| Deferred consideration | 102 | 152 | ||||||
| Others | 27 | 32 | ||||||
| 270 | 275 | |||||||
| Total trade payables and other liabilities | 18,293 | 15,136 | ||||||
Included within trade payables and other liabilities are discounts due to our customers of €2,121 million (2021: €1,878 million).
Included within others are IT and consulting services.
Deferred consideration
At 31 December 2022, the total balance of deferred consideration for acquisitions is €180 million (2021: €196 million), which includes contingent consideration of €164 million (2021: €180 million). These contingent consideration payments are dependent on acquired businesses achieving contractually agreed financial targets (mainly relates to cumulative increases in turnover and profit before tax) until 2025, with a maximum contractual amount of €575 million.
Supplier financing arrangements for trade payables
Some of our suppliers elect to factor some of their receivables from the Group with financial institutions. In some instances, we provide suppliers and/or banks with visibility of invoices approved for payment, which helps them receive cash from the bank before the invoice due date, if they choose to do so. Payment dates and terms for Unilever do not vary based on whether the supplier chooses to factor their receivable. If a receivable is purchased by a third-party bank, that third-party bank does not benefit from additional security when compared to the security originally enjoyed by the supplier. The Group evaluates these arrangements to assess if the payable holds the characteristics of a trade payable or should be classified as a financial liability. At 31 December 2022 and 31 December 2021, all such liabilities were classified as trade payables.
180 | Unilever Annual Report on Form 20-F 2022 | Financial Statements | ||||
| Notes to the Consolidated Financial Statements Unilever Group | ||||||||
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. | ||||||||||||||
Share-based compensation The Group operates a number of share-based compensation plans involving awards of ordinary shares. Full details of these plans are given in note 4C on pages 167 and 168. | ||||||||||||||
Unification reserve The Group recognised a separate Unification Reserve within Equity as a result of PLC Share Premium that arose from Unification. | ||||||||||||||
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 An employee share trust and group companies purchase and hold shares to satisfy performance shares granted and other share awards (see note 4C). The assets and liabilities of the trust and shares held by the trust and group companies are included in the consolidated financial statements. The book value of shares held is deducted from other reserves, and the trust’s borrowings are included in the Group’s liabilities. The costs of the trust are included in the results of the Group. The shares held by the trust and group companies 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. When bonds are designated as being part of a fair value hedge relationship, in those cases bonds are carried at amortised cost, adjusted for the fair value of the risk being hedged, with changes in value shown in the income statement. Put options are initially recognised at the present value of the expected gross obligation, with changes in value being recognised in the income statement. Other financial liabilities, which includes put options, 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 186; and ■contingent consideration recognised by an acquirer in a business combination to which IFRS 3 applies. Such contingent consideration is subsequently measured at fair value through profit or loss. | ||||||||||||||
Lease liabilities Lease liabilities are initially measured at the present value of the lease payments that are not yet paid at the start of the lease term. This is discounted using an appropriate borrowing rate determined by the Group, where none is readily available in the lease contract. The lease liability is subsequently reduced by cash payments and increased by interest costs. The lease liability is remeasured when the Group assesses that there will be a change in the amount expected to be paid during the lease term. | ||||||||||||||
The Group’s Treasury activities are designed to:
■maintain a competitive balance sheet in line with at least A/A2 rating (see below);
■secure funding at lowest costs for the Group’s operations, M&A activity and external dividend payments (see below);
■protect the Group’s financial results and position from financial risks (see note 16);
■maintain market risks within acceptable parameters, while optimising returns (see note 16); and
■protect the Group’s financial investments, while maximising returns (see note 17).
The Treasury department provides central deposit-taking, funding and foreign exchange management services for the Group’s operations. The department is governed by standards and processes which are approved by Unilever Leadership Executive (ULE). In addition to guidelines and exposure limits, a system of authorities and extensive independent reporting covers all major areas of activity. Performance is monitored closely by senior management. Reviews are undertaken periodically by corporate audit.
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 management’s judgement of the appropriate balance of key elements in order to meet its strategic and day-to-day needs. We consider the amount of capital in proportion to risk and manage the capital structure in light of changes in economic conditions and the risk characteristics of the underlying assets.
Our current long-term credit rating is A+/A1 and our short-term credit rating is A1/P1. We aim to maintain a competitive balance sheet which we consider to be the equivalent of a credit rating of at least A/A2 in the long term. This provides us with:
■appropriate access to the debt and equity markets;
■sufficient flexibility for acquisitions;
■sufficient resilience against economic and financial uncertainty while ensuring ample liquidity; and
■optimal weighted average cost of capital, given the above constraints.
Unilever monitors the qualitative and quantitative factors utilised by the rating agencies. This information is publicly available and is updated by the credit rating agencies on a regular basis.
Unilever Annual Report on Form 20-F 2022 | Financial Statements | 181 | |||||||
| Notes to the Consolidated Financial Statements Unilever Group | ||||||||
15A. Share capital
| £ million | £ million | |||||||
| Unilever PLC | 2022 | 2021 | ||||||
PLC ordinary shares of 31/9 p each(a) | 81.8 | 81.8 | ||||||
| Unilever Group | € million | € million | ||||||
Euro equivalent in millions(b) | 91 | 92 | ||||||
(a)At 31 December 2022, 2,629,243,772 (2021: 2,629,243,772) of PLC ordinary shares were in issue.
(b) The ordinary share capital of PLC is translated using the conversion rate as at the date of Unification of £1 = €1.121.
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 204.
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 | 2022 | 2021 | ||||||
| Non-current assets | 6,354 | 6,616 | ||||||
| Current assets | 1,604 | 1,454 | ||||||
| Current liabilities | (1,258) | (1,212) | ||||||
| Non-current liabilities | (1,152) | (1,231) | ||||||
| HUL comprehensive income for the year ended 31 December | ||||||||
| Turnover | 6,828 | 5,581 | ||||||
| Profit after tax | 1,190 | 977 | ||||||
| Total comprehensive income | 940 | 1,334 | ||||||
| € million | € million | |||||||
| HUL cash flow for the year ended 31 December | 2022 | 2021 | ||||||
| Net increase/(decrease) in cash and cash-equivalents | 95 | (176) | ||||||
| HUL non-controlling interest | ||||||||
| 1 January | (2,146) | (1,978) | ||||||
| Share of (profit)/loss for the year ended 31 December | (454) | (372) | ||||||
| Other comprehensive income | (3) | (3) | ||||||
| Dividend paid to the non-controlling interest | 395 | 326 | ||||||
| Currency translation | 97 | (131) | ||||||
| Other movements in equity | (4) | 12 | ||||||
| 31 December | (2,115) | (2,146) | ||||||
Analysis of other reserves
| € million | € million | € million | |||||||||
| Total 2022 | Total 2021 | Total 2020 | |||||||||
| Fair value reserves – see following table | 329 | 502 | 250 | ||||||||
| Currency retranslation of group companies – see following table | (5,803) | (6,043) | (7,068) | ||||||||
| Capital redemption reserve | 21 | 21 | 21 | ||||||||
| Book value of treasury shares – see following table | (282) | (388) | (483) | ||||||||
Repurchase of shares | (4,527) | (3,018) | – | ||||||||
Other(a) | (542) | (284) | (202) | ||||||||
| (10,804) | (9,210) | (7,482) | |||||||||
(a)Relates primarily to options to purchase non-controlling interest in subsidiaries.
Unilever acquired 34,217,605 of its own shares (2021: 62,976,145) through purchases on stock exchanges during the year.
At 31 December 2022, 2,727,097 shares were held by employee share ownership trust and 327,303 shares were held by other group companies in connection with share-based compensation plans. The shares held by the employee share trust are shown as a deduction from other reserves. The total number of treasury shares held in connection with share-based compensation plans at 31 December 2021 was 5,301,158 shares. (See note 4C on pages 167 and 168).
182 | Unilever Annual Report on Form 20-F 2022 | Financial Statements | ||||
| Notes to the Consolidated Financial Statements Unilever Group | ||||||||
15B. Equity continued
| € million | € million | |||||||
| Treasury shares – movements during the year | 2022 | 2021 | ||||||
| 1 January | (3,406) | (483) | ||||||
| Repurchase of shares | (1,509) | (3,018) | ||||||
| Other purchases and utilisations | 106 | 95 | ||||||
| 31 December | (4,809) | (3,406) | ||||||
| € million | € million | |||||||
| Currency retranslation reserves – movements during the year | 2022 | 2021 | ||||||
| 1 January | (6,043) | (7,068) | ||||||
| Currency retranslation of group companies net assets and liabilities during the year | 212 | 176 | ||||||
| Movement in net investment hedges and exchange differences in net investments in foreign operations | 28 | 849 | ||||||
| 31 December | (5,803) | (6,043) | ||||||
| € million | € million | |||||||
| Fair value reserves – movements during the year | 2022 | 2021 | ||||||
| 1 January | 502 | 250 | ||||||
| Movements in Other comprehensive income, net of tax | ||||||||
| Gains/(losses) on equity instruments | 45 | 147 | ||||||
| Gains/(losses) on cash flow hedges | (92) | 276 | ||||||
| Hedging gains/(losses) transferred to non-financial assets | (126) | (171) | ||||||
| 31 December | 329 | 502 | ||||||
Remeasurement of defined benefit pension plans net of tax
| € million | € million | |||||||
| 2022 | 2021 | |||||||
| 1 January | 803 | (931) | ||||||
| Movement during the year | (473) | 1,734 | ||||||
| 31 December | 330 | 803 | ||||||
Currency retranslation gains/(losses) – movements during the year
| € million | € million | |||||||
| 2022 | 2021 | |||||||
| 1 January | (6,497) | (7,674) | ||||||
| Currency retranslation during the year: | ||||||||
| Other reserves | 240 | 1,025 | ||||||
| Retained profit | 487 | 3 | ||||||
| Non-controlling interest | (113) | 149 | ||||||
| 31 December | (5,883) | (6,497) | ||||||
Unilever Annual Report on Form 20-F 2022 | Financial Statements | 183 | |||||||
| Notes to the Consolidated Financial Statements Unilever Group | ||||||||
15C. Financial liabilities
| € million | € million | € million | € million | € million | € million | |||||||||||||||
Financial liabilities(a) | Current 2022 | Non-Current 2022 | Total 2022 | Current 2021 | Non-Current 2021 | Total 2021 | ||||||||||||||
Bank loans and overdrafts(b) | 508 | 11 | 519 | 383 | 19 | 402 | ||||||||||||||
| Bonds and other loans | 4,723 | 21,789 | 26,512 | 6,313 | 21,308 | 27,621 | ||||||||||||||
| Lease liabilities | 340 | 1,068 | 1,408 | 365 | 1,284 | 1,649 | ||||||||||||||
| Derivatives | 102 | 529 | 631 | 85 | 99 | 184 | ||||||||||||||
Other financial liabilities(c) | 102 | 316 | 418 | 106 | 171 | 277 | ||||||||||||||
| 5,775 | 23,713 | 29,488 | 7,252 | 22,881 | 30,133 | |||||||||||||||
(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)Bank loans and overdrafts include €4 million (2021: Nil) of secured liabilities.
(c)Includes options and financial liabilities to acquire non-controlling interests in Myanmar, the US, Italy and Hong Kong, refer to note 21.
Reconciliation of liabilities arising from financing activities
| Non-cash movement | |||||||||||||||||||||||
Movements in 2022 and 2021 | Opening balance at 1 January | Cash movement | Business acquisi- tions/ disposals | Foreign exchange changes | Fair value changes | Other movements(c) | Closing balance at 31 December | ||||||||||||||||
€ million | € million | € million | € million | € million | € million | € million | |||||||||||||||||
| 2022 | |||||||||||||||||||||||
Bank loans and overdrafts(a) | (402) | (129) | – | 29 | – | (17) | (519) | ||||||||||||||||
Bonds and other loans(a) | (27,621) | 1,343 | – | (727) | 490 | 3 | (26,512) | ||||||||||||||||
Lease liabilities(b) | (1,649) | 546 | – | 12 | – | (317) | (1,408) | ||||||||||||||||
| Derivatives | (184) | – | – | (2) | (448) | 3 | (631) | ||||||||||||||||
Other financial liabilities(a) | (277) | 4 | – | 17 | 108 | (270) | (418) | ||||||||||||||||
| Total | (30,133) | 1,764 | – | (671) | 150 | (598) | (29,488) | ||||||||||||||||
| 2021 | |||||||||||||||||||||||
Bank loans and overdrafts(a) | (411) | (16) | (2) | – | – | 27 | (402) | ||||||||||||||||
Bonds and other loans(a) | (24,585) | (1,877) | – | (1,145) | 37 | (51) | (27,621) | ||||||||||||||||
Lease liabilities(b) | (1,771) | 471 | (5) | (65) | – | (279) | (1,649) | ||||||||||||||||
| Derivatives | (315) | – | – | (3) | 124 | 10 | (184) | ||||||||||||||||
Other financial liabilities(a) | (223) | – | – | 13 | – | (67) | (277) | ||||||||||||||||
| Total | (27,305) | (1,422) | (7) | (1,200) | 161 | (360) | (30,133) | ||||||||||||||||
(a)These cash movements are included within the following lines in the consolidated cash flow statement: net change in short-term borrowings, additional financial liabilities and repayment of financial liabilities. The difference of €9 million (2021: €39 million) represents cash movements in overdrafts that are not included in financing cash flows.
(b)Lease liabilities cash movement is included within capital element of lease payments in the consolidated cash flow statement. The difference of €28 million (2021: €7 million) represents gain or loss from termination and modification of lease contracts.
(c)Other movements includes financial liabilities of Nil (2021: €80 million), classified as held for sale, refer to note 22 for further details.
184 | Unilever Annual Report on Form 20-F 2022 | Financial Statements | ||||
| Notes to the Consolidated Financial Statements Unilever Group | ||||||||
15C. Financial liabilities continued – Analysis of bonds and other loans
| € million | Total 2022 | Total 2021 | ||||||
Unilever PLC | ||||||||
1.125% Notes 2022 (£) | – | 417 | ||||||
1.375% Notes 2024 (£) | 282 | 298 | ||||||
1.875% Notes 2029 (£) | 281 | 296 | ||||||
1.500% Notes 2026 (£) | 563 | 592 | ||||||
1.500% Notes 2039 (€) | 646 | 647 | ||||||
2.125% Notes 2028 (£)(a) | 300 | – | ||||||
Commercial Paper (£) | – | 238 | ||||||
| Total PLC | 2,072 | 2,488 | ||||||
Other group companies | ||||||||
| The Netherlands | ||||||||
1.625% Notes 2033 (€) | 794 | 793 | ||||||
0.500% Notes 2022 (€) | – | 750 | ||||||
1.375% Notes 2029 (€) | 745 | 745 | ||||||
1.125% Bonds 2027 (€) | 698 | 697 | ||||||
1.125% Bonds 2028 (€) | 696 | 695 | ||||||
0.875% Notes 2025 (€) | 649 | 648 | ||||||
0.500% Bonds 2025 (€) | 648 | 646 | ||||||
1.375% Notes 2030 (€) | 644 | 644 | ||||||
0.375% Notes 2023 (€) | 600 | 600 | ||||||
1.000% Notes 2027 (€) | 599 | 598 | ||||||
1.000% Notes 2023 (€) | 500 | 499 | ||||||
0.500% Notes 2023 (€) | 500 | 499 | ||||||
0.500% Notes 2024 (€) | 498 | 497 | ||||||
1.250% Notes 2025 (€) | 999 | 999 | ||||||
1.750% Notes 2030 (€) | 995 | 995 | ||||||
1.250% Notes 2031 (€)(a) | 539 | – | ||||||
2.250% Notes 2034 (€)(a) | 735 | – | ||||||
0.750% Notes 2026 (€)(a) | 458 | – | ||||||
1.750% Notes 2028 (€) | 645 | – | ||||||
| Commercial Paper (US $) | – | 1,320 | ||||||
| Switzerland | ||||||||
| Other | 81 | 27 | ||||||
| United States | ||||||||
5.900% Bonds 2032 (US $) | 932 | 875 | ||||||
2.900% Notes 2027 (US $) | 930 | 873 | ||||||
2.200% Notes 2022 (US $) | – | 750 | ||||||
3.500% Notes 2028 (US $) | 742 | 697 | ||||||
2.000% Notes 2026 (US $) | 651 | 612 | ||||||
3.125% Notes 2023 (US $) | 516 | 484 | ||||||
3.000% Notes 2022 (US $) | – | 441 | ||||||
3.250% Notes 2024 (US $) | 468 | 440 | ||||||
3.100% Notes 2025 (US $) | 467 | 439 | ||||||
2.600% Notes 2024 (US $) | 468 | 439 | ||||||
3.500% Bonds 2028 (US $) | 465 | 437 | ||||||
3.375% Notes 2025 (US $) | 327 | 307 | ||||||
7.250% Bonds 2026 (US $) | 276 | 259 | ||||||
6.625% Bonds 2028 (US $) | 221 | 206 | ||||||
5.600% Bonds 2097 (US $) | 86 | 80 | ||||||
2.125% Notes 2029 (US $) | 790 | 743 | ||||||
2.600% Notes 2024 (US $) | 473 | 448 | ||||||
1.375% Notes 2030 (US $)(a) | 368 | 409 | ||||||
0.375% Notes 2023 (US $) | 469 | 441 | ||||||
0.626% Notes 2024 (US $) | 469 | 441 | ||||||
2.625% Notes 2051 (US $) | 598 | 563 | ||||||
1.750% Notes 2031 (US $)(a) | 644 | 727 | ||||||
| Commercial Paper (US $) | 2,057 | 2,370 | ||||||
| Total other group companies | 24,440 | 25,133 | ||||||
| Total bonds and other loans | 26,512 | 27,621 | ||||||
(a)Bonds includes €(537) million (2021: €(47)million) fair value adjustment following the fair value hedge accounting of fixed-for-floating interest rate swaps.
Information in relation to the derivatives used to hedge bonds and other loans within a fair value hedge relationship is shown in note 16.
Unilever Annual Report on Form 20-F 2022 | Financial Statements | 185 | |||||||
| Notes to the Consolidated Financial Statements Unilever Group | ||||||||
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. Ineffectiveness may occur if the critical terms do not exactly match, or if there is a value adjustment resulting from a change in credit risk (in either the Group or the counter-party to the derivative) that is not matched by the hedged item. 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. Ineffectiveness may occur if there are changes to the expected timing of the hedged transaction. If the hedged cash flow relates to a non-financial asset, the amount accumulated in equity is subsequently included within the carrying value of that asset. For other cash flow hedges, amounts deferred in equity are taken to the income statement at the same time as the related cash flow. When a derivative no longer qualifies for hedge accounting, any cumulative gain or loss remains in equity until the related cash flow occurs. When the cash flow takes place, the cumulative gain or loss is taken to the income statement. If the hedged cash flow is no longer expected to occur, the cumulative gain or loss is taken to the income statement immediately. (iii) Net investment hedges(a) Certain derivatives are designated as hedges of the currency risk on the Group’s investment in foreign subsidiaries. The accounting policy for these arrangements is set out in note 1. (iv) Derivatives for which hedge accounting is not applied Derivatives not classified as hedges are held in order to hedge certain balance sheet items and commodity exposures. No hedge accounting is applied to these derivatives, which are carried at fair value with changes being recognised in the income statement. | ||||||||||||||
(a)Applying hedge accounting has not led to material ineffectiveness being recognised in the income statement for both 2022 and 2021. Fair value changes on basis spread is recorded in a separate account within equity.
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).
The Group’s risk management framework is established to set appropriate risk limits and controls, and to maintain adherence to these limits.
16A. Management of liquidity risk
Liquidity risk is the risk that the Group will face in meeting its obligations associated with its financial liabilities. The Group’s approach to managing liquidity is to ensure that it will have sufficient funds to meet its liabilities when due without incurring unacceptable losses. In doing this, management considers both normal and stressed conditions. A material and sustained shortfall in our cash flow could undermine the Group’s credit rating, impair investor confidence and also restrict the Group’s ability to raise funds.
The Group’s funding strategy was supported by cash delivery from the business, coupled with the proceeds from bond issuances. Surplus cash balances have been invested conservatively with low-risk counter-parties at maturities of primarily less than six months. In its liquidity assessment, the Group does not consider any supplier financing arrangements as these arrangements are non-recourse to Unilever and supplier payment dates and terms for Unilever do not vary based on whether the supplier chooses to use such financing arrangements.
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 2022, Unilever had undrawn revolving 364-day bilateral credit facilities in aggregate of $5,200 million and €2,550 million (2021: $7,965 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 2023.
The additional undrawn revolving 364-day bilateral credit facilities of €1,500 million as on 31 December 2021 were cancelled in 2022.
The additional undrawn revolving 364-day bilateral credit facilities of €1,500 million as on 31 December 2021 were cancelled in 2022.
186 | Unilever Annual Report on Form 20-F 2022 | Financial Statements | ||||
| Notes to the Consolidated Financial Statements Unilever Group | ||||||||
16A. Management of liquidity risk continued
The following table shows Unilever’s contractually agreed undiscounted cash flows, including expected interest payments, which are payable under financial liabilities at the balance sheet date:
| € million | € million | € million | € million | € million | € million | € million | € million | |||||||||||||||||||
| Undiscounted cash flows | Due within 1 year | Due between 1 and 2 years | Due between 2 and 3 years | Due between 3 and 4 years | Due between 4 and 5 years | Due after 5 years | Total | Net carrying amount as shown in balance sheet | ||||||||||||||||||
| 2022 | ||||||||||||||||||||||||||
| Non-derivative financial liabilities: | ||||||||||||||||||||||||||
| Bank loans and overdrafts | (529) | (5) | – | – | – | (7) | (541) | (519) | ||||||||||||||||||
| Bonds and other loans | (5,220) | (3,102) | (3,494) | (2,369) | (2,541) | (14,176) | (30,902) | (26,512) | ||||||||||||||||||
| Lease liabilities | (397) | (320) | (245) | (196) | (144) | (347) | (1,649) | (1,408) | ||||||||||||||||||
| Other financial liabilities | (104) | (27) | (290) | – | – | – | (421) | (418) | ||||||||||||||||||
| Trade payables, accruals and other liabilities | (17,166) | (74) | (28) | (16) | (12) | (38) | (17,334) | (17,334) | ||||||||||||||||||
| Deferred consideration | (79) | (96) | (14) | – | – | – | (189) | (180) | ||||||||||||||||||
| (23,495) | (3,624) | (4,071) | (2,581) | (2,697) | (14,568) | (51,036) | (46,371) | |||||||||||||||||||
| Derivative financial liabilities: | ||||||||||||||||||||||||||
| Interest rate derivatives: | (529) | |||||||||||||||||||||||||
| Derivative contracts – receipts | 59 | 59 | 59 | 59 | 55 | 249 | 540 | |||||||||||||||||||
| Derivative contracts – payments | (106) | (159) | (142) | (133) | (114) | (483) | (1,137) | |||||||||||||||||||
| Foreign exchange derivatives: | (217) | |||||||||||||||||||||||||
| Derivative contracts – receipts | 8,244 | – | – | – | – | – | 8,244 | |||||||||||||||||||
| Derivative contracts – payments | (8,469) | – | – | – | – | – | (8,469) | |||||||||||||||||||
| Commodity derivatives: | (38) | |||||||||||||||||||||||||
| Derivative contracts – receipts | – | – | – | – | – | – | – | |||||||||||||||||||
| Derivative contracts – payments | (38) | – | – | – | – | – | (38) | |||||||||||||||||||
| (310) | (100) | (83) | (74) | (59) | (234) | (860) | (784) | |||||||||||||||||||
| Total | (23,805) | (3,724) | (4,154) | (2,655) | (2,756) | (14,802) | (51,896) | (47,155) | ||||||||||||||||||
| 2021 | ||||||||||||||||||||||||||
| Non-derivative financial liabilities: | ||||||||||||||||||||||||||
| Bank loans and overdrafts | (389) | (1) | (14) | – | – | (7) | (411) | (402) | ||||||||||||||||||
| Bonds and other loans | (6,759) | (2,944) | (2,942) | (3,382) | (1,786) | (13,589) | (31,402) | (27,621) | ||||||||||||||||||
| Lease liabilities | (426) | (345) | (276) | (228) | (176) | (488) | (1,939) | (1,649) | ||||||||||||||||||
| Other financial liabilities | (106) | (33) | (25) | (199) | – | – | (363) | (277) | ||||||||||||||||||
| Trade payables, accruals and other liabilities | (14,319) | (48) | (20) | (12) | (10) | (33) | (14,442) | (14,442) | ||||||||||||||||||
| Deferred consideration | (57) | (69) | (91) | (9) | – | – | (226) | (196) | ||||||||||||||||||
| (22,056) | (3,440) | (3,368) | (3,830) | (1,972) | (14,117) | (48,783) | (44,587) | |||||||||||||||||||
| Derivative financial liabilities: | ||||||||||||||||||||||||||
| Interest rate derivatives: | (121) | |||||||||||||||||||||||||
| Derivative contracts – receipts | 815 | 56 | 492 | 45 | 45 | 986 | 2,439 | |||||||||||||||||||
| Derivative contracts – payments | (811) | (38) | (499) | (39) | (39) | (1,043) | (2,469) | |||||||||||||||||||
| Foreign exchange derivatives: | (113) | |||||||||||||||||||||||||
| Derivative contracts – receipts | 7,371 | 100 | – | – | – | – | 7,471 | |||||||||||||||||||
| Derivative contracts – payments | (7,505) | (103) | – | – | – | – | (7,608) | |||||||||||||||||||
| Commodity derivatives: | (1) | |||||||||||||||||||||||||
| Derivative contracts – receipts | – | – | – | – | – | – | – | |||||||||||||||||||
| Derivative contracts – payments | (1) | – | – | – | – | – | (1) | |||||||||||||||||||
| (131) | 15 | (7) | 6 | 6 | (57) | (168) | (235) | |||||||||||||||||||
| Total | (22,187) | (3,425) | (3,375) | (3,824) | (1,966) | (14,174) | (48,951) | (44,822) | ||||||||||||||||||
The Group has sublet a small proportion of leased properties. Related future minimum sublease payments are €42 million (2021: €53 million).
Unilever Annual Report on Form 20-F 2022 | Financial Statements | 187 | |||||||
| Notes to the Consolidated Financial Statements Unilever Group | ||||||||
16A. Management of liquidity risk continued
The following table shows cash flows for which cash flow hedge accounting is applied. The derivatives in the cash flow hedge relationships are expected to have an impact on profit and loss in the same periods as the cash flows occur.
| € million | € million | € million | € million | € million | € million | € million | € million | |||||||||||||||||||
| Due within 1 year | Due between 1 and 2 years | Due between 2 and 3 years | Due between 3 and 4 years | Due between 4 and 5 years | Due after 5 years | Total | Net carrying amount of related derivatives(a) | |||||||||||||||||||
| 2022 | ||||||||||||||||||||||||||
| Foreign exchange cash inflows | 3,100 | – | – | – | – | – | 3,100 | – | ||||||||||||||||||
| Foreign exchange cash outflows | (3,180) | – | – | – | – | – | (3,180) | (48) | ||||||||||||||||||
| Interest rate swaps cash inflows | 564 | 502 | 27 | 27 | 952 | – | 2,072 | 119 | ||||||||||||||||||
| Interest rate swaps cash outflows | (464) | (473) | (13) | (13) | (923) | – | (1,886) | – | ||||||||||||||||||
| Commodity contracts cash inflows | 6 | – | – | – | – | – | 6 | 6 | ||||||||||||||||||
| Commodity contracts cash outflows | (38) | – | – | – | – | – | (38) | (38) | ||||||||||||||||||
| 2021 | ||||||||||||||||||||||||||
| Foreign exchange cash inflows | 3,118 | – | – | – | – | – | 3,118 | – | ||||||||||||||||||
| Foreign exchange cash outflows | (3,073) | – | – | – | – | – | (3,073) | 67 | ||||||||||||||||||
| Interest rate swaps cash inflows | 1,170 | 530 | 473 | 26 | 26 | 896 | 3,121 | – | ||||||||||||||||||
| Interest rate swaps cash outflows | (1,147) | (464) | (473) | (13) | (13) | (923) | (3,033) | (19) | ||||||||||||||||||
| Commodity contracts cash inflows | 45 | – | – | – | – | – | 45 | 45 | ||||||||||||||||||
| Commodity contracts cash outflows | (1) | – | – | – | – | – | (1) | (1) | ||||||||||||||||||
(a)See note 16C.
16B. Management of market risk
Unilever’s size and operations result in it being exposed to the following market risks that arise from its use of financial instruments:
■commodity price risk;
■currency risk; and
■interest rate risk.
The above risks may affect the Group’s income and expenses, or the value of its financial instruments. The objective of the Group’s management of market risk is to maintain this risk within acceptable parameters, while optimising returns. Generally, the Group applies hedge accounting to manage the volatility in income statement arising from market risk.
Where the Group uses hedge accounting to mitigate the above risks, it is normally implemented centrally by either the Treasury or Commodity Risk Management teams, in line with their respective frameworks and strategies. Hedge effectiveness is determined at the inception of the hedge relationship, and through periodic prospective effectiveness assessments to ensure that an economic relationship continues to exist between the hedged item and hedging instrument. The Group generally enters into hedge relationships where the critical terms of the hedging instrument match exactly with the hedged item, meaning that the economic relationship between the hedged item and hedging instrument is evident, so only a qualitative assessment is performed. When a qualitative assessment is not considered sufficient, for example when the critical terms of the hedging instrument do not match exactly with the hedged item, a quantitative assessment of hedge effectiveness will also be performed. The hedge ratio is set on inception for all hedge relationships and is dependent on the alignment of the critical terms of the hedging instrument to the hedged item (in most instances these are matched, so the hedge ratio is 1:1).
188 | Unilever Annual Report on Form 20-F 2022 | Financial Statements | ||||
| Notes to the Consolidated Financial Statements Unilever Group | ||||||||
16B. Management of market risk continued
The Group’s exposure to, and management of, these risks is explained below. It often includes derivative financial instruments, the uses of which are described in note 16C.
| Potential impact of risk | Management policy and hedging strategy | Sensitivity to the risk | ||||||||||||||||||
(i) Commodity price risk The Group is exposed to the risk of changes in commodity prices in relation to its purchase of certain raw materials. At 31 December 2022, the Group had hedged its exposure to future commodity purchases with commodity derivatives valued at €576 million (2021: €570 million). Hedges of future commodity purchases resulted in cumulative gain of €197 million (2021: gain of €153 million) being reclassified to the income statement and gain of €103 million (2021: gain of €114 million) being recognised as a basis adjustment to inventory purchased. | The Group uses commodity forwards, futures, swaps and option 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. The Group also hedges risk components of commodities where it is not possible to hedge the commodity in full. This is done with reference to the contract to purchase the hedged commodity. Commodity derivatives are generally designated as hedging instruments in cash flow hedge accounting relations. All commodity derivative contracts are done in line with approvals from the Global Commodity Executive which is chaired by the Unilever Chief Business Operations Officer (CBOO) or the Global Commodity Operating Team which is chaired by the Chief Procurement Officer. | A 10% increase in commodity prices as at 31 December 2022 would have led to a €58 million gain on the commodity derivatives in the cash flow hedge reserve (2021: €61 million gain in the cash flow hedge reserve). A decrease of 10% in commodity prices on a full-year basis would have the equal but opposite effect. | ||||||||||||||||||
(ii) Currency risk Currency risk on sales, purchases and borrowings Because of Unilever’s global reach, it is subject to the risk that changes in foreign currency values impact the Group’s sales, purchases and borrowings. At 31 December 2022, the exposure to the Group from companies holding financial assets and liabilities other than in their functional currency amounted to €315 million (2021: €230 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. The aim of the Group’s approach to management of currency risk is to leave the Group with no material residual risk. | 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 foreign currencies against the respective functional currencies of group companies would have led to approximately an additional €32 million loss in the income statement (2021: €23 million loss). A 10% weakening of the foreign currencies against the respective functional currencies of group companies would have led to an equal but opposite effect. Impact on equity – trade-related cash flow hedges A 10% strengthening of foreign currencies against the respective functional currencies of group companies hedging future trade cash flows and applying cash flow hedge accounting, would have led to €99 million loss (2021: €113 million loss) in equity. A 10% weakening of the same would have led to an equal but opposite effect. | ||||||||||||||||||
As at year end, the Group had the below notional amount of currency derivatives outstanding to which cash flow hedge accounting is applied: | ||||||||||||||||||||
| Currency | 2022 | 2021 | ||||||||||||||||||
| EUR* | (958) | (922) | ||||||||||||||||||
| GBP | (408) | (449) | ||||||||||||||||||
| USD | 764 | 699 | ||||||||||||||||||
| SEK | (103) | (98) | ||||||||||||||||||
| CAD | (86) | (105) | ||||||||||||||||||
| PLN | (64) | (54) | ||||||||||||||||||
| Others | (136) | (205) | ||||||||||||||||||
| Total | (991) | (1,134) | ||||||||||||||||||
| * Euro exposure relates to group companies having non-euro functional currencies. | ||||||||||||||||||||
Unilever Annual Report on Form 20-F 2022 | Financial Statements | 189 | |||||||
| Notes to the Consolidated Financial Statements Unilever Group | ||||||||
16B. Management of market risk continued
| Potential impact of risk | Management policy and hedging strategy | Sensitivity to the risk | ||||||||||||||||||
Currency risk on the Group’s net investments The Group is also subject to currency 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 €13.0 billion (2021: €9.9 billion), of which €8.8 billion (2021: €5.9 billion) is denominated in GBP. In accordance with IAS 21, the exchange differences on these financial loans are booked through reserves. Part of the currency exposure on the Group’s investments is also managed using USD net investment hedges with a nominal value of €2.8 billion (2021: €3.0 billion) for USD. At 31 December 2022, the net exposure of the net investments in foreign currencies amounts to €23.7 billion (2021: €23.6 billion). | Unilever aims to minimise this currency risk on the Group’s net investment exposure by borrowing in local currency in the operating companies themselves. In some locations, however, the Group’s ability to do this is inhibited by local regulations, lack of local liquidity or by local market conditions. Treasury may decide on a case-by-case basis to actively hedge the currency exposure from net investment in foreign operations. This is done either through additional borrowings in the related currency, or through the use of forward foreign exchange contracts. Where local currency borrowings, or forward contracts, are used to hedge the currency risk in relation to the Group’s net investment in foreign subsidiaries, these relationships are designated as net investment hedges for accounting purposes. Exchange risk related to the principal amount of the USD denominated debt either forms part of hedging relationship itself, or is hedged through forward contracts. | Impact on equity – net investment hedges A 10% strengthening of the euro against other currencies would have led to €280 million (2021: €303 million) loss in the equity on the net investment hedges used to manage the currency exposure on the Group’s investments. A 10% weakening of the euro against other currencies would have led to 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 €2,370 million negative retranslation effect (2021:€2,363 million negative retranslation effect). A 10% weakening of the euro against all other 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 Group’s ability to manage interest costs also has an impact on reported results. The Group does not have any material floating interest-bearing financial assets or any significant long-term fixed interest-bearing financial assets. Consequently, the Group’s interest rate risk arises mainly from financial liabilities other than lease liabilities. Taking into account the impact of interest rate swaps, at 31 December 2022, interest rates were fixed on approximately 68% of the expected financial liabilities (excluding lease liabilities) for 2023, and 59% for 2024 (75% for 2022 and 70% for 2023 at 31 December 2021). As at 31 December 2022, the Group had $2,050 million (2021: $3,300 million) of outstanding cross-currency interest rate swaps (on which cash flow hedge accounting is applied). | Unilever’s interest rate management approach aims for an optimal balance between fixed and floating-rate interest rate exposures on expected financial liabilities. The objective of this approach is to minimise annual interest costs. 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. The majority of the Group’s existing interest rate derivatives are designated as cash flow hedges and are expected to be effective. The fair value movement of these derivatives is recognised in the income statement, along with any changes in the relevant fair value of the underlying hedged asset or liability. | Impact on income statement Assuming that all other variables remain constant, a 1.0 percentage point increase in floating interest rates on a full-year basis as at 31 December 2022 would have led to an additional €85 million of additional finance cost (2021: €77 million additional finance costs). A 1.0 percentage point decrease in floating interest rates on a full-year basis would have led to an equal but opposite effect. Impact on equity – cash flow hedges Assuming that all other variables remain constant, a 1.0 percentage point increase in interest rates on a full-year basis as at 31 December 2022 would have led to an additional €1 million credit in equity from derivatives in cash flow hedge relationships (2021: €3 million credit). A 1.0 percentage point decrease in interest rates on a full-year basis would have led to an additional €1 million debit in equity from derivatives in cash flow hedge relationships (2021: €4 million debit). | ||||||||||||||||||
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 2022 was 1.2% (2021: 0.7%). | ||||||||||||||||||||
(a)See the weighted average amount of financial liabilities with fixed-rate interest shown in the following table.
190 | Unilever Annual Report on Form 20-F 2022 | Financial Statements | ||||
| Notes to the Consolidated Financial Statements Unilever Group | ||||||||
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:
cross-currency swaps:
| € million | € million | |||||||
| 2022 | 2021 | |||||||
| Current financial liabilities | (5,775) | (7,252) | ||||||
| Non-current financial liabilities | (23,713) | (22,881) | ||||||
| Total financial liabilities | (29,488) | (30,133) | ||||||
| Less: lease liabilities | (1,408) | (1,649) | ||||||
| Financial liabilities (excluding lease liabilities) | 28,080 | 28,484 | ||||||
| Of which: | ||||||||
| Fixed rate (weighted average amount of fixing for the following year) | (19,594) | (20,787) | ||||||
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 | € million | |||||||||||||||||||||||
| Trade and other receivables | Current financial assets | Non-Current financial assets | Trade payables and other liabilities | Current financial liabilities | Non-Current financial liabilities | Total | |||||||||||||||||||||||
| 31 December 2022 | |||||||||||||||||||||||||||||
| Foreign exchange derivatives | |||||||||||||||||||||||||||||
| Fair value hedges | – | – | – | – | – | – | – | ||||||||||||||||||||||
| Cash flow hedges | 32 | – | – | (80) | – | – | (48) | ||||||||||||||||||||||
| Hedges on the net investment in foreign operations | – | – | – | – | (92) | (a) | – | (92) | |||||||||||||||||||||
| Hedge accounting not applied | 51 | 163 | (a) | – | (35) | (10) | (a) | – | 169 | ||||||||||||||||||||
| Interest rate derivatives | |||||||||||||||||||||||||||||
| Fair value hedges | – | – | – | – | – | (522) | (522) | ||||||||||||||||||||||
| Cash flow hedges | – | 75 | 51 | – | – | (7) | 119 | ||||||||||||||||||||||
| Hedge accounting not applied | – | – | – | – | – | – | – | ||||||||||||||||||||||
| Commodity contracts | |||||||||||||||||||||||||||||
| Cash flow hedges | 6 | – | – | (38) | – | – | (32) | ||||||||||||||||||||||
| Hedge accounting not applied | – | – | – | – | – | – | – | ||||||||||||||||||||||
| 89 | 238 | 51 | (153) | (102) | (529) | (406) | |||||||||||||||||||||||
| Total assets | 378 | Total liabilities | (784) | (406) | |||||||||||||||||||||||||
31 December 2021 | |||||||||||||||||||||||||||||
| Foreign exchange derivatives | |||||||||||||||||||||||||||||
| Fair value hedges | – | – | – | – | – | – | – | ||||||||||||||||||||||
| Cash flow hedges | 100 | – | – | (33) | – | – | 67 | ||||||||||||||||||||||
| Hedges on the net investment in foreign operations | – | 112 | (a) | – | – | – | – | 112 | |||||||||||||||||||||
| Hedge accounting not applied | 16 | (47) | (a) | – | (17) | (61) | (a) | (2) | (111) | ||||||||||||||||||||
| Interest rate derivatives | |||||||||||||||||||||||||||||
| Fair value hedges | – | – | – | – | – | (39) | (39) | ||||||||||||||||||||||
| Cash flow hedges | – | 11 | 52 | – | (24) | (58) | (19) | ||||||||||||||||||||||
| Hedge accounting not applied | – | – | – | – | – | – | – | ||||||||||||||||||||||
| Commodity contracts | |||||||||||||||||||||||||||||
| Cash flow hedges | 45 | – | – | (1) | – | – | 44 | ||||||||||||||||||||||
| Hedge accounting not applied | – | – | – | – | – | – | – | ||||||||||||||||||||||
| 161 | 76 | 52 | (51) | (85) | (99) | 54 | |||||||||||||||||||||||
| Total assets | 289 | Total liabilities | (235) | 54 | |||||||||||||||||||||||||
(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.
Unilever Annual Report on Form 20-F 2022 | Financial Statements | 191 | |||||||
| Notes to the Consolidated Financial Statements Unilever Group | ||||||||
16C. Derivatives and hedging continued
Master netting or similar agreements
A number of legal entities within the Group enter into derivative transactions under International Swaps 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 a legally enforceable right to offset recognised amounts against counterparties, as the right to offset is enforceable only upon the occurrence of 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 | |||||||||||||||
| As at 31 December 2022 | Gross amounts of recognised financial assets | Gross amounts of recognised financial assets set off in the balance sheet | Net amounts of financial assets presented in the balance sheet | Financial instruments | Cash collateral received | Net amount | ||||||||||||||
| Derivative financial assets | 449 | (71) | 378 | (272) | (81) | 25 | ||||||||||||||
| As at 31 December 2021 | ||||||||||||||||||||
| Derivative financial assets | 401 | (112) | 289 | (107) | (27) | 155 | ||||||||||||||
(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 2022 | Gross amounts of recognised financial liabilities | Gross amounts of recognised financial liabilities set off in the balance sheet | Net amounts of financial liabilities presented in the balance sheet | Financial instruments | Cash collateral received | Net amount | ||||||||||||||
| Derivative financial liabilities | (855) | 71 | (784) | 272 | – | (512) | ||||||||||||||
| As at 31 December 2021 | ||||||||||||||||||||
| Derivative financial liabilities | (347) | 112 | (235) | 107 | – | (128) | ||||||||||||||
192 | Unilever Annual Report on Form 20-F 2022 | Financial Statements | ||||
| Notes to the Consolidated Financial Statements Unilever Group | ||||||||
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 typically 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 the income statement. 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 Group’s 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: ■financial assets at 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 contractual cash flows on the repayment of principal or interest (SPPI). A gain or loss on a debt investment recognised at amortised cost on derecognition or impairment is recognised in the income statement. 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 contractual cash flows on the repayment of principal and interest and 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 the income statement. On derecognition, the cumulative gain or loss recognised in other comprehensive income is reclassified from equity to the income statement. 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 the income statement. | ||||||||||||||
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 the income statement. When a later event causes the impairment losses to decrease, the reduction in impairment loss is also recognised in the income statement. Permanent impairment losses on debt instruments classified as fair value through other comprehensive income are recognised in the income statement. | ||||||||||||||
Unilever Annual Report on Form 20-F 2022 | Financial Statements | 193 | |||||||
| Notes to the Consolidated Financial Statements Unilever Group | ||||||||
17A. Financial assets
The Group’s Treasury function aims to protect the Group’s financial investments, while maximising returns. The fair value of financial assets is considered to be the same as the carrying amount for 2022 and 2021. The Group’s cash resources and other financial assets are shown below.
| € million | € million | € million | € million | € million | € million | |||||||||||||||
| Current | Non-current | Total | Current | Non-current | Total | |||||||||||||||
Financial assets(a) | 2022 | 2022 | 2022 | 2021 | 2021 | 2021 | ||||||||||||||
| Cash and cash equivalents | ||||||||||||||||||||
| Cash at bank and in hand | 2,553 | – | 2,553 | 2,505 | – | 2,505 | ||||||||||||||
Short-term deposits(b) | 1,743 | – | 1,743 | 811 | – | 811 | ||||||||||||||
| Other cash equivalents | 30 | – | 30 | 99 | – | 99 | ||||||||||||||
| 4,326 | – | 4,326 | 3,415 | – | 3,415 | |||||||||||||||
| Other financial assets | ||||||||||||||||||||
Financial assets at amortised cost(c) | 772 | 232 | 1,004 | 750 | 208 | 958 | ||||||||||||||
Financial assets at fair value through other comprehensive income(d) | – | 407 | 407 | 1 | 526 | 527 | ||||||||||||||
| Financial assets at fair value through profit or loss: | ||||||||||||||||||||
| Derivatives | 238 | 51 | 289 | 76 | 52 | 128 | ||||||||||||||
Other(e) | 425 | 464 | 889 | 329 | 412 | 741 | ||||||||||||||
| 1,435 | 1,154 | 2,589 | 1,156 | 1,198 | 2,354 | |||||||||||||||
| Total | 5,761 | 1,154 | 6,915 | 4,571 | 1,198 | 5,769 | ||||||||||||||
(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)Short-term deposits typically have maturity of up to 3 months.
(c)Current financial assets at amortised cost include short-term deposits with banks with maturities longer than three months excluding deposits which are part of a recognised cash management process and loans to joint venture entities. Non-current financial assets at amortised cost include judicial deposits of €199 million (2021: €157 million).
(d)Included within non-current financial assets at fair value through other comprehensive income are equity investments of €402 million (2021: €521 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. The fair value movement in 2022 of these equity investments was €41 million (2021: €174 million).
(e)Current other financial assets at fair value through profit or loss include money market funds, marketable securities and other 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 €39 million (2021: €38 million), option to acquire non-controlling interest in subsidiaries of €41 million (2021: €43 million) and investments in a number of companies and financial institutions in North America, North Asia, South Asia and Europe.
There were no significant changes on account of change in business model in classification of financial assets since 31 December 2021.
There are no financial assets that are designated at fair value through profit or loss, which would otherwise have been measured at fair value through other comprehensive income.
| € million | € million | |||||||
Cash and cash equivalents reconciliation to the cash flow statement | 2022 | 2021 | ||||||
| Cash and cash equivalents per balance sheet | 4,326 | 3,415 | ||||||
| Less: Bank overdrafts | (101) | (106) | ||||||
| Add: Cash and cash equivalents included in assets held for sale | – | 90 | ||||||
| Less: Bank overdraft included in liabilities held for sale | – | (12) | ||||||
| Cash and cash equivalents per cash flow statement | 4,225 | 3,387 | ||||||
Approximately €1.1 billion (or 26%) of the Group’s cash and cash equivalents are held in the parent and central finance companies, for maximum flexibility. These companies provide loans to our subsidiaries that are also funded through retained earnings and third-party borrowings. The Group maintain access to global debt markets through an infrastructure of short-and long-term debt programmes. The Group 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 186 to 191.
The remaining €3.2 billion (or 74%) of the Group’s cash and cash equivalents are held in foreign subsidiaries which repatriate distributable reserves on a regular basis. For most countries, this is done through dividends which are in some cases subject to withholding or distribution tax. This balance includes €449 million (2021: €83 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.
194 | Unilever Annual Report on Form 20-F 2022 | Financial Statements | ||||
| Notes to the Consolidated Financial Statements Unilever Group | ||||||||
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 Group’s Treasury department. Netting agreements are also put in place with Unilever’s principal counter-parties. In the case of a default, these arrangements would allow Unilever to net assets and liabilities across transactions with that counter-party. To further reduce the Group’s credit exposures on derivative financial instruments, Unilever has collateral agreements with Unilever’s principal counter-parties in relation to derivative financial instruments. Under these arrangements, counter-parties are required to deposit securities and/or cash as a collateral for their obligations in respect of derivative financial instruments. At 31 December 2022, the collateral held by Unilever under such arrangements amounted to €97 million (2021: €52 million), of which €81 million (2021: €27 million) was in cash, and €16 million (2021: €25 million) was in the form of bond securities. The non-cash collateral has not been recognised as an asset in the Group’s balance sheet.
Further details in relation to the Group’s exposure to credit risk are shown in note 13 and note 16A.
18. Financial instruments fair value risk
The Group is exposed to the risk 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 value | Fair value | Carrying amount | Carrying amount | |||||||||||
| Fair values of financial assets and financial liabilities | 2022 | 2021 | 2022 | 2021 | ||||||||||
| Financial assets | ||||||||||||||
| Cash and cash equivalents | 4,326 | 3,415 | 4,326 | 3,415 | ||||||||||
| Financial assets at amortised cost | 1,004 | 958 | 1,004 | 958 | ||||||||||
| Financial assets at fair value through other comprehensive income | 407 | 527 | 407 | 527 | ||||||||||
| Financial assets at fair value through profit or loss | ||||||||||||||
| Derivatives | 289 | 128 | 289 | 128 | ||||||||||
| Other | 889 | 741 | 889 | 741 | ||||||||||
| 6,915 | 5,769 | 6,915 | 5,769 | |||||||||||
| Financial liabilities | ||||||||||||||
| Bank loans and overdrafts | (519) | (402) | (519) | (402) | ||||||||||
| Bonds and other loans | (25,136) | (29,133) | (26,512) | (27,621) | ||||||||||
| Lease liabilities | (1,408) | (1,649) | (1,408) | (1,649) | ||||||||||
| Derivatives | (631) | (184) | (631) | (184) | ||||||||||
| Other financial liabilities | (418) | (277) | (418) | (277) | ||||||||||
| (28,112) | (31,645) | (29,488) | (30,133) | |||||||||||
The fair value of financial assets and financial liabilities (excluding listed bonds) is considered to be the same as the carrying amount for 2022
and 2021. 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.
and 2021. The fair value of trade receivables and payables is considered to be equal to the carrying amount of these items due to their
short-term nature.
Fair value hierarchy
The fair values shown 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.
Unilever Annual Report on Form 20-F 2022 | Financial Statements | 195 | |||||||
| Notes to the Consolidated Financial Statements Unilever Group | ||||||||
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 2022 | Level 1 2021 | Level 2 2022 | Level 2 2021 | Level 3 2022 | Level 3 2021 | Total fair value 2022 | Total fair value 2021 | |||||||||||||||||||||
| Assets at fair value | |||||||||||||||||||||||||||||
| Financial assets at fair value through other comprehensive income | 17A | 5 | 6 | 3 | 3 | 399 | 518 | 407 | 527 | ||||||||||||||||||||
| Financial assets at fair value through profit or loss: | |||||||||||||||||||||||||||||
Derivatives(a) | 16C | – | – | 378 | 289 | – | – | 378 | 289 | ||||||||||||||||||||
| Other | 17A | 428 | 331 | – | – | 461 | 410 | 889 | 741 | ||||||||||||||||||||
| Liabilities at fair value | |||||||||||||||||||||||||||||
Derivatives(b) | 16C | – | – | (784) | (235) | – | – | (784) | (235) | ||||||||||||||||||||
| Contingent consideration | 14 | – | – | – | – | (164) | (180) | (164) | (180) | ||||||||||||||||||||
(a)Includes €89 million (2021: €161 million) derivatives, reported within trade receivables, that hedge trading activities.
(b)Includes €(153) million (2021: €(51) million) derivatives, reported within trade payables, that hedge trading activities.
There were no significant changes in classification of fair value of financial assets and financial liabilities since 31 December 2021. There were also no significant movements between the fair value levels since 31 December 2021.
The impact in 2022 income statement due to Level 3 instruments is a gain of €11 million (2021: gain of €40 million).
Reconciliation of Level 3 fair value measurements of financial assets and financial liabilities is given below:
| € million | € million | |||||||
| Reconciliation of movements in Level 3 valuations | 2022 | 2021 | ||||||
| 1 January | 748 | 550 | ||||||
| Gains and losses recognised in income statement | 11 | 40 | ||||||
| Gains and losses recognised in other comprehensive income | 55 | 190 | ||||||
| Purchases and new issues | 94 | 30 | ||||||
| Sales and settlements* | (212) | (62) | ||||||
| 31 December | 696 | 748 | ||||||
* This includes €(157) million movement due to derecognition of Unilever Ventures' equity interest in Nutrafol before business combination (refer to note 21 for more details).
Significant unobservable inputs used in Level 3 fair values
Assets valued using Level 3 techniques include €623 million (2021: €736 million) relating to a number of unlisted investments within Unilever Ventures companies, none of which are individually material; €122 million (2021: €115 million) of long-term cash receivables under life insurance policies and €41 million (2021: €43 million) for option to acquire non-controlling interest. Valuation techniques used are specific to each asset and for all assets a change in one or more of the inputs to reasonably possible alternative assumptions would not change the value significantly.
Calculation of fair values
The fair values of the financial assets and liabilities are defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Methods and assumptions used to estimate the fair values are consistent with those used in the year ended 31 December 2021.
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 arm’s length transactions, reference to other instruments that are substantially the same and discounted cash flow calculations.
Other financial assets and liabilities (fair values for disclosure purposes only)
■Cash and cash equivalents, trade and other current receivables, bank loans and overdrafts, trade payables and other current liabilities have fair values that approximate to their carrying amounts due to their short-term nature.
■The fair values of 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.
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 €623 million (2021: €736 million) of investments within Unilever Ventures companies.
196 | Unilever Annual Report on Form 20-F 2022 | Financial Statements | ||||
| Notes to the Consolidated Financial Statements Unilever Group | ||||||||
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 | 2022 | 2021 | ||||||
| Due within one year | 748 | 480 | ||||||
| Due after one year | 550 | 611 | ||||||
| Total provisions | 1,298 | 1,091 | ||||||
| € million | € million | € million | € million | € million | |||||||||||||
| Movements during 2022 | Restructuring | Legal | Brazil indirect taxes | Other | Total | ||||||||||||
| 1 January 2022 | 227 | 223 | 57 | 584 | 1,091 | ||||||||||||
| Additions through business combinations | – | 6 | – | – | 6 | ||||||||||||
| Income statement: | |||||||||||||||||
| Charges | 270 | 130 | 7 | 191 | 598 | ||||||||||||
| Releases | (54) | (7) | (2) | (103) | (166) | ||||||||||||
| Utilisation | (135) | (27) | (3) | (66) | (231) | ||||||||||||
| Currency translation | (3) | (4) | 7 | – | – | ||||||||||||
| 31 December 2022 | 305 | 321 | 66 | 606 | 1,298 | ||||||||||||
Restructuring provisions primarily include people costs such as redundancy costs and the 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 product 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.
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.
Other includes provisions for indirect taxes in countries other than Brazil, interest on tax provisions and provisions for various other matters. The timing of utilisation of these provisions is uncertain.
20. Commitments and contingent liabilities
Commitments
| Lease commitments are the future cash outflows from the lease contracts which are not recorded in the measurement of lease liabilities. These include potential future payments related to leases of low-value assets, leases which are less than twelve months, variable leases, extension and termination options and leases not yet commenced but which we have committed to. | ||||||||||||||
Other commitments principally comprise commitments under contract to purchase materials and services. They do not include commitments to purchase property, plant and equipment, which are reported in note 10 on pages 175 to 177.
| € million | € million | € million | € million | |||||||||||
| Leases | Leases | Other Commitments | Other Commitments | |||||||||||
| Lease commitments and other commitments fall due as follows: | 2022 | 2021 | 2022 | 2021 | ||||||||||
| Within 1 year | 64 | 56 | 1,806 | 1,233 | ||||||||||
| Later than 1 year but not later than 5 years | 91 | 90 | 2,020 | 1,554 | ||||||||||
| Later than 5 years | 164 | 23 | 231 | 501 | ||||||||||
| 319 | 169 | 4,057 | 3,288 | |||||||||||
Unilever Annual Report on Form 20-F 2022 | Financial Statements | 197 | |||||||
| Notes to the Consolidated Financial Statements Unilever Group | ||||||||
20. Commitments and contingent liabilities continued
Contingent liabilities
| 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. | ||||||||||||||
Contingent liabilities arise in respect of litigations 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.
In the case of fiscal matters, the known maximum exposure is the amount included in a tax assessment.
| € million | € million | |||||||
| Summary of contingent liabilities | 2022 | 2021 | ||||||
| Corporate reorganisation – IPI, PIS and COFINS taxes and penalties | 3,292 | 2,549 | ||||||
| Inputs for PIS and COFINS taxes | 40 | 36 | ||||||
| Goodwill amortisation | 154 | 137 | ||||||
| Other tax assessments – approximately 700 cases | 876 | 749 | ||||||
| Total Brazil Tax | 4,362 | 3,471 | ||||||
| Other contingent liabilities | 609 | 656 | ||||||
| Total contingent liabilities | 4,971 | 4,127 | ||||||
Brazil tax
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 regarding corporate reorganisation. The notice alleges that a 2001 reorganisation of our local corporate structure was undertaken without a valid business purpose. The 2001 reorganisation was comparable with restructuring done by many companies in Brazil. The original dispute was resolved in the courts in the Group’s favour. However, in 2013 a new assessment was raised in respect of a similar matter. Additionally, during the course of 2014 and between 2017 and 2022, 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 €3,292 million (2021: €2,549 million).
The Group believes that the likelihood that the Brazilian 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. We expect that tax litigation cases related to this matter may move from the Administrative to the Judicial Courts, although the exact timing is uncertain. In such case, we will be required to make a judicial deposit or provide a guarantee in respect of the disputed tax, interest and penalties. The judicial process in Brazil is likely to take a number of years to conclude.
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 hold provisions 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 172 to 174. Non-controlling interests are valued based on the proportion of net assets of the acquired company at the date of acquisition. 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. | ||||||||||||||
198 | Unilever Annual Report on Form 20-F 2022 | Financial Statements | ||||
| Notes to the Consolidated Financial Statements Unilever Group | ||||||||
21. Acquisitions and disposals continued
2022
In 2022, the Group completed the business acquisitions and disposals as listed below. The net consideration for acquisitions in 2022 is €811 million (2021: €2,117 million for acquisitions completed during that year). More information related to the 2022 acquisition is provided below.
Deal completion date | Acquired business | ||||
| 25 April 2022 | Sold S3, Royale Ambrée and Petit Cheri brands in Spain to Sensogreen Healthcare. | ||||
| 29 April 2022 | Sold Unilever Life, the direct selling business in Thailand, to RS Group. | ||||
| 1 July 2022 | Sold ekaterra (Global Tea business excluding India, Indonesia, Nepal and Ready to Drink) to CVC Capital Partners. ekaterra includes brands such as Lipton, Brooke Bond and PG Tips. Further details are provided below. | ||||
| 7 July 2022 | Acquired a further 67% of Nutraceutical Wellness, Inc. (Nutrafol) bringing total investment to 80%, a producer based in the US of hair growth solutions for men and women. The acquisition complements Unilever’s existing Health & Wellbeing portfolio, bringing to market a science-led approach to hair wellness. Further details are provided below. | ||||
Nutrafol Acquisition
On 7 July 2022, Unilever acquired a further 67% of the shares of Nutrafol, a US-based hair wellness company in which Unilever Ventures previously held a minority stake (13%), to bring Unilever’s total equity interest to 80%. The fair value of Unilever Ventures' equity interest in Nutrafol before the business combination amounted to €157 million, with a gain of €149 million recognised as Other Comprehensive Income prior to derecognition of the investment. Strategically, Nutrafol expands our Health & Wellbeing portfolio, bringing to market a science-led approach to hair wellness supported by digital-first capabilities. We believe Unilever’s capabilities and sustainability principles will allow us to protect the legacy of the brand while strengthening it.
The total consideration paid for the 67% share of Nutrafol was €811 million, all of which was settled in cash on completion.
The provisional fair value of net assets recognised on the balance sheet is €487 million. Currently all balances remain provisional as we finalise our review of the asset valuations. The main asset acquired was the brand intangible valued using an income approach model by estimating future cash flows generated by the brand and discounting them to present value using rates in line with a market participant expectation. The key assumptions in the brand valuation are revenue growth and discount rates. A deferred tax liability primarily related to the brand intangibles estimated at €153 million was also recognised.
As part of the acquisition, goodwill of €580 million has been recognised and is not deductible for tax purposes. Since the acquisition date, the goodwill balance has decreased by €25 million as a result of foreign exchange. Goodwill represents the future value that the Group believes it will obtain through operational synergies and the application of acquired company ideas to existing Unilever channels and businesses. Detailed information relating to goodwill is provided in note 9 on pages 172 to 175.
2021
In 2021 the Group completed the business acquisitions and disposals listed below. In each case (unless otherwise stated), 100% of the businesses were acquired. For all businesses acquired, the acquisition accounting has been finalised. Subsequent changes to the provisional numbers published last year are immaterial. Total consideration for 2021 acquisitions was €2,117 million.
Deal completion date | Acquired business | ||||
| 29 January 2021 | Acquired 51% of Welly Health, a producer of bandages and other healthcare-related items. The acquisition helps to expand Unilever’s existing Health & Wellbeing portfolio. | ||||
| 28 May 2021 | Acquired Onnit Lab Inc. a holistic wellness and lifestyle company based in the US. Onnit complements our growing portfolio of innovative wellness and supplement brands. | ||||
| 2 August 2021 | Acquired Paula's Choice Inc., a Prestige Skin Care company based in the US. The acquisition strengthens our presence in Prestige Skin Care, with an established direct-to-consumer eCommerce business. | ||||
Paula's Choice Acquisition
On 2 August 2021, the Group acquired 100% of the shares of Paula's Choice Inc., a US-based Prestige Skin Care company. The total consideration paid was €1,832 million which comprised of €1,818 million cash paid on the completion date and €14 million of deferred consideration. The fair value of net assets recognised on the balance sheet was €1,223 million. The main assets acquired were brands which were valued using an income approach model by estimating future cash flows generated by the brand and discounting them to present value using rates in line with a market participant expectation. As part of the acquisition, goodwill of €609 million was recognised and which was not deductible for tax purposes.
Effect on consolidated income statement
The acquisition deals completed in 2022 have contributed €174 million to the Group turnover and €31 million to the Group operating profit since the date of acquisition. If the acquisition deals completed in 2022 had all taken place at the beginning of the year, Group turnover would have been €60,206 million, and Group operating profit would have been €10,772 million. In 2021, the impact of acquisitions completed in the year was €196 million to Group turnover and €16 million to Group operating profit since the date of acquisition. If all of the acquisitions had taken place at the beginning of 2021, Group turnover for 2021 would have been €52,637 million and Group operating profit would have been €8,738 million.
Unilever Annual Report on Form 20-F 2022 | Financial Statements | 199 | |||||||
| Notes to the Consolidated Financial Statements Unilever Group | ||||||||
21. Acquisitions and disposals continued
Effect on consolidated balance sheet
Acquisitions
The following table sets out the overall impact of the Nutrafol acquisition in 2022 as well as comparative years on the consolidated balance sheet. The fair values currently used for opening balances of the Nutrafol acquisition are provisional. These balances remain provisional due to outstanding relevant information in regard to facts and circumstances that existed as of the acquisition date and/or where valuation work is still ongoing.
| € million | € million | € million | |||||||||
| 2022 | 2021 | 2020 (a) | |||||||||
| Net assets acquired | 487 | 1,372 | 3,857 | ||||||||
| Non-controlling interest | (99) | (14) | (27) | ||||||||
| Goodwill | 580 | 759 | 2,507 | ||||||||
| Total consideration | 968 | 2,117 | 6,337 | ||||||||
(a)In 2020, we acquired the Horlicks and Boost brands from GlaxoSmithKline Consumer Healthcare Limited. Of the net assets acquired, €3,345 million related to brands, €746 million related to deferred tax liabilities and €2,090 million related to goodwill. The total consideration paid was €5,294 million comprised of €449 million in cash and €4,845 million in shares of Hindustan Unilever Limited. This resulted in a dilution of Unilever’s interest in Hindustan Unilever Limited from 67.2% to 61.9%.
In 2022, the net assets acquired and total payment for the Nutrafol acquisition consists of:
| € million | |||||
| 2022 | |||||
| Intangible assets | 603 | ||||
| Other non-current assets | – | ||||
| Trade and other receivables | 11 | ||||
Other current assets(a) | 70 | ||||
Non-current liabilities(b) | (160) | ||||
| Current liabilities | (37) | ||||
| Net assets acquired | 487 | ||||
| Non-controlling interest | (99) | ||||
| Goodwill | 580 | ||||
| Total consideration | 968 | ||||
| Of which: | |||||
Cash consideration paid for 67% stake | 811 | ||||
Fair value of 13% stake previously held by Unilever Ventures | 157 | ||||
(a)Other current assets include inventories of €41 million and cash and cash equivalents of €29 million.
(b)Non-current liabilities include deferred tax of €153 million.
200 | Unilever Annual Report on Form 20-F 2022 | Financial Statements | ||||
| Notes to the Consolidated Financial Statements Unilever Group | ||||||||
21. Acquisitions and disposals continued
Disposals
Total consideration for 2022 disposals is €4,606 million (2021: €49 million for disposals completed during that year). The following table sets out the effect of disposals in 2022 and comparative years on the consolidated balance sheet. The results of disposed businesses are included in the consolidated financial statements up until their date of disposal.
| € million | € million | |||||||
| 2022 | 2021 | |||||||
Goodwill and intangible assets(a) | 948 | 3 | ||||||
Other non-current assets(b) | 1,075 | 4 | ||||||
Current assets(c) | 833 | 10 | ||||||
Liabilities(d) | (649) | (3) | ||||||
| Net assets sold | 2,207 | 14 | ||||||
| (Gain)/loss on recycling of currency retranslation on disposal | 65 | 0 | ||||||
| Profit/(loss) on sale attributable to Unilever | 2,334 | 35 | ||||||
| Consideration | 4,606 | 49 | ||||||
| Of which: | ||||||||
| Cash | 4,606 | 40 | ||||||
| Cash balances of businesses sold | 20 | 3 | ||||||
| Non-cash items and deferred consideration | (20) | 6 | ||||||
(a)Includes €548 million of allocated goodwill and €395 million related to intangibles related to Tazo, T2, Pukka and Glen for the disposal of ekaterra.
(b)Non-current assets include PPE of €453 million and deferred tax assets of €595 million related to the disposal of ekaterra.
(c)Current assets include inventories of €301 million and trade and other receivables of €487 million related to the disposal of ekaterra.
(d)Liabilities include €518 million of trade payables, €59 million of financial liabilities and €31 million of deferred tax liabilities related to the disposal of ekaterra.
ekaterra Disposal
On 1 October 2021, Unilever completed the internal reorganisation whereby it separated elements of its Tea business into ekaterra, a separate legal structure, which at the time was still 100% owned by Unilever. In November 2021, Unilever Group signed an agreement to sell ekaterra to CVC Capital Partners.
On 1 July 2022, Unilever sold ekaterra, to CVC Capital Partners for €4,594 million cash consideration. The transaction involved the sale of 100% shares of ekaterra Holdings B.V. and tea business assets in a small number of jurisdictions that were delayed for local tax and/or legal reasons.
Profit on this disposal was €2,303 million, recognised as a non-underlying item (see note 3).
Unilever Annual Report on Form 20-F 2022 | Financial Statements | 201 | |||||||
| Notes to the Consolidated Financial Statements Unilever Group | ||||||||
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 non-current assets or groups of assets are remeasured in accordance with the Group’s accounting policies. Subsequently, non-current 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. Non-current assets and liabilities held for sale are recognised as current on the balance sheet. | ||||||||||||||
| € million | € million | |||||||
2022 (a) | 2021 (b) | |||||||
| Total | Total | |||||||
Property, plant and equipment held for sale(c) | 4 | 2 | ||||||
| Non-current assets | ||||||||
| Goodwill and intangibles | 2 | 901 | ||||||
| Property, plant and equipment | 20 | 447 | ||||||
| Deferred tax assets | – | 329 | ||||||
| Other non-current assets | – | 25 | ||||||
| 22 | 1,702 | |||||||
| Current assets | ||||||||
| Inventories | – | 258 | ||||||
| Trade and other receivables | 2 | 336 | ||||||
| Current tax assets | – | 11 | ||||||
| Cash and cash equivalents | – | 90 | ||||||
| Other current assets | – | 2 | ||||||
| 2 | 697 | |||||||
| Assets held for sale | 28 | 2,401 | ||||||
| Current liabilities | ||||||||
| Trade payables and other current liabilities | 2 | 652 | ||||||
| Current tax liabilities | – | 9 | ||||||
| Financial liabilities due within one year | 2 | 49 | ||||||
| Provisions | – | 8 | ||||||
| 4 | 718 | |||||||
| Non-current liabilities | ||||||||
| Pension and post-retirement healthcare liabilities | – | 12 | ||||||
| Financial liabilities due after one year | – | 31 | ||||||
| Other non-current liabilities | – | 2 | ||||||
| Deferred tax liabilities | – | 57 | ||||||
| – | 102 | |||||||
| Liabilities held for sale | 4 | 820 | ||||||
(a)In 2022, disposal groups held for sale relate to the disposal of the Foods factory in Tula (Nutrition), expected to be disposed in Q1 2023 as part of the disposal of Calve and Baltimore in Russia and Kazakhstan (€17 million), and deferred ekaterra transactions in Turkey and Vietnam (€3 million), expected to be disposed in Q1 2023.
(b)In 2021, disposal groups held for sale were primarily related to the Tea Business which was disposed of during the year.
(c)Includes manufacturing assets held for sale.
On disposal of an asset or disposal group, the associated currency translation difference, including amounts previously reported within equity, is reclassified to the income statement as part of the gain or loss on disposal. This is estimated to be a €14 million loss.
202 | Unilever Annual Report on Form 20-F 2022 | Financial Statements | ||||
| Notes to the Consolidated Financial Statements Unilever Group | ||||||||
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. | ||||||||||||||
Joint ventures
The following related party balances existed with joint venture businesses at 31 December:
| € million | € million | |||||||
| 2022 | 2021 | |||||||
Related party balances | Total | Total | ||||||
| Sales to joint ventures | 1,158 | 1,060 | ||||||
| Purchases from joint ventures | 134 | 127 | ||||||
| Receivables from joint ventures | 78 | 71 | ||||||
| Payables to joint ventures | 33 | 36 | ||||||
| Loans to joint ventures | 226 | 241 | ||||||
| Royalties and service fees | 22 | 20 | ||||||
Significant joint ventures are Unilever FIMA LDA in Portugal, Binzagr Unilever Distribution in the Middle East, the Pepsi Lipton Tea Partnership in the US and Pepsi Lipton International Ltd for the rest of the world.
Associates
There are no trading balances due to or from associates.
Langholm Capital II was launched in 2009. Unilever has invested €65 million in Langholm II, with an outstanding commitment at the end of 2022 of €1 million (2021: €1 million). During 2022, Unilever received €1 million (2021: €32 million) from its investment in Langholm Capital II.
24. Share Buyback
On 10 February 2022, we announced a share buyback programme of up to €3 billion to be completed over 2022 and 2023. During 2022, we completed two tranches and repurchased 34,217,605 ordinary shares which are held by Unilever as treasury shares. Consideration paid for the repurchase of shares including transaction costs was €1,509 million which is recorded within other reserves.
Unilever Annual Report on Form 20-F 2022 | Financial Statements | 203 | |||||||
| Notes to the Consolidated Financial Statements Unilever Group | ||||||||
25. Remuneration of auditors
| € million | € million | € million | |||||||||
| 2022 | 2021 | 2020 | |||||||||
| Fees payable to the Group’s auditors for the audit of the consolidated and parent | |||||||||||
| company accounts of Unilever PLC | 6 | 5 | 6 | ||||||||
| Fees payable to the Group’s auditors for the audit of accounts of subsidiaries of | |||||||||||
Unilever PLC pursuant to legislation(a)(b) | 17 | 17 | 13 | ||||||||
| Total statutory audit fees | 23 | 22 | 19 | ||||||||
| Fees payable to the Group’s auditors for the audit of non-statutory | |||||||||||
financial statements(c) | – | 5 | 6 | ||||||||
Audit-related assurance services(d) | – | – | – | ||||||||
| Other taxation advisory services | – | – | – | ||||||||
| Services relating to corporate finance transactions | – | – | – | ||||||||
Other assurance services(e) | 1 | 1 | 1 | ||||||||
All other non-audit services(d) | – | – | – | ||||||||
| Total fees payable | 24 | 28 | 26 | ||||||||
(a)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.
(b)Amount payable to KPMG in respect of services supplied to associated pension schemes was less than €1 million individually and in aggregate (2021: less than €1 million individually and in aggregate; 2020: less than €1 million individually and in aggregate).
(c)2021 includes €5 million and 2020 includes €6 million for the audit of carve-out financial statements of ekaterra.
(d)Amounts paid in relation to each type of service are less than €1 million individually and in aggregate (2021: less than €1 million and in aggregate; 2020: less than €1 million and in aggregate).
(e)2022 and 2021 include various services, each less than €1 million individually. 2020 includes €1 million for assurance work on Unification.
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. | ||||||||||||||
Dividend
On 9 February 2023, Unilever announced a quarterly dividend with the 2022 fourth-quarter results of £0.3812 per PLC ordinary share. The total value of the announced dividend is €1,086 million.
Ordinary share capital issuance
On 27 January 2023, following a block listing of 5,000,000 ordinary shares of 3 1/9 pence each made in December 2022, an initial tranche of 50,000 new ordinary shares was issued by Unilever PLC to meet its obligations under employee share schemes.
Brand disposal
On 14 February 2023, Unilever has announced the sale of its Suave brand in North America to Yellow Wood Partners LLC. The Suave beauty and personal care brand includes hair care, skin care, skin cleansing and deodorant products. The transaction is expected to close in the second quarter of 2023, subject to regulatory approvals and closing conditions.
Debt issuance
On 23 February 2023, Unilever issued €500 million 3.25% fixed rate notes maturing in 2031 and €500 million 3.50% fixed rate notes maturing in 2035.
204 | Unilever Annual Report on Form 20-F 2022 | Financial Statements | ||||
| Notes to the Consolidated Financial Statements Unilever Group | ||||||||
27. Significant subsidiaries
The following represents the significant subsidiaries of the Group at 31 December 2022, that principally affect the turnover, profit and net assets of the Group. The percentage of share capital shown below represents the aggregate percentage of equity capital directly or indirectly held by Unilever 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 | Shareholding % | ||||||
| Argentina | Unilever de Argentina S.A. | 100 | % | |||||
| Australia | Unilever Australia Limited | 100 | % | |||||
| Bangladesh | Unilever Bangladesh Limited | 61 | % | |||||
| Brazil | Unilever Brasil Ltda. | 100 | % | |||||
| Canada | Unilever Canada Inc. | 100 | % | |||||
| China | Unilever Services (Hefei) Co. Ltd | 100 | % | |||||
| China | Wall's (China) Co. Limited | 100 | % | |||||
| England and Wales | Unilever UK & CN Holdings Limited | 100 | % | |||||
| England and Wales | Unilever Global IP Ltd | 100 | % | |||||
| England and Wales | Unilever U.K. Holdings Limited | 100 | % | |||||
| England and Wales | Unilever UK Limited | 100 | % | |||||
| England and Wales | Unilever U.K. Central Resources Limited | 100 | % | |||||
| France | Unilever France S.A.S. | 100 | % | |||||
| Germany | Unilever Deutschland GmbH | 100 | % | |||||
| Germany | Unilever Deutschland Holding GmbH | 100 | % | |||||
| India | Hindustan Unilever Limited | 62 | % | |||||
| Indonesia | PT Unilever Indonesia Tbk | 85 | % | |||||
| Italy | Unilever Italia Mkt Operations S.R.L. | 100 | % | |||||
| Mexico | Unilever de Mexico, S. de R.l. de C.V. | 100 | % | |||||
| Netherlands | Mixhold B.V. | 100 | % | |||||
| Netherlands | Unilever Finance Netherlands B.V. | 100 | % | |||||
| Netherlands | Unilever IP Holdings B.V. | 100 | % | |||||
| Netherlands | Unilever Nederland B.V. | 100 | % | |||||
| Netherlands | Unilever Europe B.V. | 100 | % | |||||
| Netherlands | UNUS Holding B.V. | 100 | % | |||||
| Pakistan | Unilever Pakistan Limited | 99 | % | |||||
| Philippines | Unilever Philippines, Inc. | 100 | % | |||||
| Russia | OOO Unilever Rus | 100 | % | |||||
| Singapore | Unilever Asia Private Limited | 100 | % | |||||
| South Africa | Unilever South Africa (Pty) Limited | 100 | % | |||||
| Spain | Unilever Espana S.A. | 100 | % | |||||
| Switzerland | Unilever Finance International AG | 100 | % | |||||
| Thailand | Unilever Thai Trading Limited | 100 | % | |||||
| Turkey | Unilever Sanayi ve Ticaret Turk A.S. | 100 | % | |||||
| United States of America | ConopCo, Inc. | 100 | % | |||||
| United States of America | Unilever Capital Corporation | 100 | % | |||||
| United States of America | Unilever North America Supply Chain Company LLC | 100 | % | |||||
| United States of America | Unilever United States, Inc. | 100 | % | |||||
| United States of America | Ben & Jerry's Homemade, Inc. | 100 | % | |||||
| United States of America | Paula's Choice, Inc. | 100 | % | |||||
| United States of America | THE LIV GROUP INC | 100 | % | |||||
| United States of America | Unilever Trumbull Research | 100 | % | |||||
| United States of America | US Health & Wellbeing, LLC | 100 | % | |||||
| Vietnam | Unilever Vietnam International Company Limited | 100 | % | |||||
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| Group Companies | ||||||||
As at 31 December 2022
In accordance with Section 409 of the Companies Act 2006, a list of subsidiaries, partnerships, associates and joint ventures as at 31 December 2022 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 224. All subsidiary undertakings not included in the consolidation are not included because they are not material for such purposes. All associated undertakings are included in the Unilever Group’s financial statements using the equity method of accounting unless otherwise indicated – see the notes on page 224.
See page 205 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
| Name of Undertaking | Nominal Value | Share Class Note | ||||||
| Algeria – Zone Industrielle Hassi Ameur Oran 31000 | ||||||||
| Unilever Algérie SPA (72.50) | DZD1,000.00 | 1 | ||||||
| Argentina – Tucumán 1, Piso 4°, Cdad. de Buenos Aires | ||||||||
| Arisco S.A. | ARS1.00 | 1 | ||||||
| Unilever De Argentina S.A. | ARS1.00 | 1 | ||||||
| Club de beneficios S.A.U. | ARS1.00 | 1 | ||||||
| Argentina – Mendoza km 7/8 – Pocitos, San Juan | ||||||||
| Helket S.A. | ARS1.00 | 1 | ||||||
| Argentina – Juana Manso 205, 7mo. Piso, Ciudad Autónoma de Buenos Aires | ||||||||
| Gronextar S.A. | ARS1.00 | 1 | ||||||
| Argentina – Alferez Hipolito Bouchard 4191, Munro, Provincia de Buenos Aires | ||||||||
| Urent S.A. | ARS1.00 | 1 | ||||||
| Australia – 219 North Rocks Road, North Rocks NSW 2151 | ||||||||
| Ben & Jerry’s Franchising Australia Limited | AUD1.00 | 1 | ||||||
| TIGI Australia Pty Limited | AUD1.00 | 2 | ||||||
| AUD1.00 | 3 | |||||||
| Unilever Australia (Holdings) Pty Limited | AUD1.00 | 1 | ||||||
| Unilever Australia Group Pty Limited | AUD2.7414 | 1 | ||||||
| Unilever Australia Limited | AUD1.00 | 1 | ||||||
| Unilever Australia Supply Services Limited | AUD1.00 | 1 | ||||||
| Unilever Australia Trading Limited | AUD1.00 | 1 | ||||||
| Australia – 111-115 Chandos Street, Crows Nest, NSW 2065 | ||||||||
| Dermalogica Holdings Pty Limited | AUD1.00 | 1 | ||||||
| Dermalogica Pty Limited | AUD2.00 | 1 | ||||||
| Australia – Level 12, 60 Castlereagh Street, Sydney, New South Wales, 2000 | ||||||||
| Paula's Choice International Australia Pty Limited | AUD0.01 | 1 | ||||||
| Austria – Stella-Klein-Löw Weg 13, 1023 Wien | ||||||||
| Delico Handels GmbH | EUR36,336.42 | 1 | ||||||
| Kuner Nahrungsmittel GmbH | EUR36,336.42 | 1 | ||||||
| TIGI Handels GmbH | EUR36,336.42 | 1 | ||||||
| ULPC Handels GmbH | EUR218,018.50 | 1 | ||||||
| Unilever Austria GmbH | EUR10,000,000.00 | 1 | ||||||
| Bangladesh – 51 Kalurghat Heavy Industrial Area, Kalurghat, Chittagong | ||||||||
| Unilever Bangladesh Limited (60.75) | BDT100.00 | 1 | ||||||
| Bangladesh – Fouzderhat Industrial Area, North Kattali, Chattogram 4217 | ||||||||
| Unilever Consumer Care Limited (81.98) | BDT10.00 | 1 | ||||||
| Belgium – Industrielaan 9, 1070 Brussels | ||||||||
| Unilever Belgium NV/SA | No Par Value | 1 | ||||||
| Bolivia – Av. Blanco Galindo Km. 10.4 Cochabamba | ||||||||
| Unilever Andina Bolivia S.A. | BS100.00 | 1 | ||||||
| Brazil – Rua Oscar Freire, n. 957, mezanino, room 1, Cerqueira Cesar, Zip Code 01426-003, São Paulo/SP | ||||||||
| Euphoria Ice Cream Comercio de Alimentos Limitada | BRL1.00 | 5 | ||||||
| Brazil – Rod. BR 101-Norte, s/n, km. 43,6 – Room 4, Igarassu /PE | ||||||||
| Name of Undertaking | Nominal Value | Share Class Note | ||||||
| Cicanorte Industria de Conservas Alimenticas S.A. | BRL2.80 | 1 | ||||||
| Brazil – Rua Gomes de Carvalho, 1666, conjunto 161, 16ª andar, Bairro Vila Olimpia, São Paulo, Zip Code 04547-006 | ||||||||
| E-UB Comércio Limitada | BRL1.00 | 5 | ||||||
| Brazil – Cidade de Valinhos, Estado de São Paulo Rua Campos Salles, nº 20, Parte, Centro, Zip Code 13.271-900 | ||||||||
| Unilever Logistica Serviços Limitada | BRL1.00 | 5 | ||||||
| Brazil – Av. das Nações Unidas, n. 14.261, 3rd floor, Parte – Gelados SP, Wing B, Vila Gertrudes, Zip Code 04794-000, São Paulo/SP | ||||||||
| Unilever Brasil Gelados Limitada | BRL1.00 | 5 | ||||||
| Brazil – Av. das Nações Unidas, n. 14.261, 3rd to 6th floors, Wing B Vila Gertrudes, Zip Code 04794-000, São Paulo/SP | ||||||||
| Unilever Brasil Limitada | BRL1.00 | 5 | ||||||
| Brazil – Av. das Nações Unidas, n. 14.261, 3rd floor, Wing A, Vila Gertrudes, Zip Code 04794-000, São Paulo/SP | ||||||||
| Unilever Brasil Industrial Limitada | BRL1.00 | 5 | ||||||
Brazil – Rua Harmonia, 271, Sumarezinho, São Paulo/SP, CEP 05435-000 | ||||||||
| Mãe Terra Produtos Naturais Limitada | BRL1.00 | 5 | ||||||
| Brazil – Rua Tenente Pena, No. 156, Bom Retiro, CEP 01127-020, São Paulo | ||||||||
| Smart Home Comércio E Locação De Equipamentos S.A (50.01) | No Par Value | 1 | ||||||
| Brazil – São Paulo, Estado de São Paulo na Rua Demóstenes nº 1072, Bairro Campo Belo CEP 04614-010 | ||||||||
| Ole Franquia Limitada | BRL1.00 | 1 | ||||||
| Brazil – Rua Gomes de Carvalho, 1666, conjunto 161, 5ª andar, locker 5D Bairro Vila Olimpia, São Paulo, Zip Code 04547-006 | ||||||||
| Compra Agora Serviços Digitais Limitada | BRL1.00 | 5 | ||||||
| Bulgaria – City of Sofia, Borough Mladost, 1, Business Park, Building 3, Floor 1 | ||||||||
| Unilever Bulgaria EOOD | BGN1,000.00 | 1 | ||||||
| Bulgaria – District Veliko Tarnovo, 5030, Debelets city, Promishlena Zona | ||||||||
| Unilever Ice Cream Bulgaria EOOD | BGN 5,000.00 | 1 | ||||||
| Cambodia – No. 443A Street 105, Sangkat Boeung Pralit, Khan 7 Makara Phnom Penh Capital | ||||||||
| Unilever (Cambodia) Limited | KHR20,000.00 | 1 | ||||||
| Canada – c/o Austring, Fairman & Fekete, 3081, 3rd Avenue, Whitehorse, Yukon Territory, Y1A 4Z7 | ||||||||
| Dermalogica (Canada) Limited | No Par Value | 6 | ||||||
| Canada – PO Box 49130, 2900 – 595 Burrard Street, Vancouver BC V7X 1J5 | ||||||||
| Dollar Shave Club Canada, Inc. | CAD0.01 | 7 | ||||||
| Canada – 800-885 West Georgia Street, Vancouver BC V6C 3H1 | ||||||||
| Seventh Generation Family & Home ULC | No Par Value | 7 | ||||||
| Canada – 1000 rue de la Gauchetière Ouest, Bureau 2500, Montreal H3B 0A2 | ||||||||
| 4012208 Canada Inc. | No Par Value | 7 | ||||||
| Canada – 160 Bloor Street East, Suite 1400, Toronto ON M4W 3R2 | ||||||||
| Unilever Canada Inc. | No Par Value | 8 | ||||||
| No Par Value | 9 | |||||||
| No Par Value | 10 | |||||||
| No Par Value | 11 | |||||||
| No Par Value | 12 | |||||||
| Canada – McCarthy Tetrault LLP, 745 Thurlow Street, Suite 2400, Vancouver, BC, V6E 0C5 | ||||||||
| Hourglass Cosmetics Canada Limited | No Par Value | 1 | ||||||
214 | Unilever Annual Report on Form 20-F 2022 | Financial Statements | ||||
| Group Companies | ||||||||
| Name of Undertaking | Nominal Value | Share Class Note | ||||||
| Unilever-Cote D’Ivoire (99.78) | XOF5,000.00 | 1 | ||||||
| Cote D’Ivoire – Abidjan-Marcory, Boulevard Valery Giscard d’Estaing, Immeuble Plein Ciel, Business Center, 26 BP 1377, Abidjan 26 | ||||||||
| Unilever Afrique de l’Ouest | XOF10,000.00 | 1 | ||||||
| Croatia – Strojarska cesta 20, 10000 Zagreb | ||||||||
| Unilever Hrvatska d.o.o. | HRK1.00 | 1 | ||||||
| Cuba – Zona Especial de Desarrollo Mariel, Provincia Artemisa | ||||||||
| Unilever Suchel, S.A. (60) | USD1,000.00 | 56 | ||||||
| Cyprus – Head Offices, 195C Old Road Nicosia Limassol, CY-2540 Idalion Industrial Zone – Nicosia | ||||||||
| Unilever Tseriotis Cyprus Limited (84) | EUR1.00 | 1 | ||||||
| Czech Republic – Voctářova 2497/18, 180 00 Praha 8 | ||||||||
| Unilever ČR, spol. s r.o. | CZK210,000.00 | 1 | ||||||
| UNILEVER RETAIL ČR, spol. s r.o. | CZK100,000.00 | 1 | ||||||
| Denmark – Ørestads Boulevard 73, 2300 København S | ||||||||
| Unilever Danmark A/S | DKK1,000.00 | 1 | ||||||
| Denmark – Petersmindevej 30, 5000 Odense C | ||||||||
| Unilever Produktion ApS | DKK100.00 | 1 | ||||||
| Djibouti-Haramous, BP 169 | ||||||||
| Unilever Djibouti FZCO Limited | USD200.00 | 1 | ||||||
| Dominican Republic – Av. Winston Churchill, Torre Acropolis, Piso 16, Santo Domingo | ||||||||
| Unilever Caribe, S.A. | DOP1,000.00 | 1 | ||||||
| Ecuador – Km 25 Vía a Daule, Guayaquil | ||||||||
| Unilever Andina Ecuador S.A. | USD1.00 | 1 | ||||||
| Egypt – 5th Floor, North Tower, Galleria 40 Business Complex, Sheikh Zayed, 6th of October City, Giza | ||||||||
| Unilever Mashreq for Manufacturing and Trading (SAE) | EGP10.00 | 1 | ||||||
| Unilever Egypt for Shared Consultations Services | EGP10.00 | 1 | ||||||
| Egypt – Public Free Zone, Alexandria | ||||||||
| Unilever Mashreq International Company | USD1,000.00 | 5 | ||||||
| Egypt – 14 May Bridge, Sidi Gaber, Smouha – Alexandria | ||||||||
| Unilever Mashreq Trading LLC (in liquidation) | EGP1000.00 | 5 | ||||||
| Commercial United for Import and Export LLC | EGP1000.00 | 1 | ||||||
| Egypt – 15 Sphinx Square, El-Mohandsin, Giza | ||||||||
| Unilever Mashreq for Import and Export LLC | EGP100.00 | 1 | ||||||
| Egypt- Borg El-Arab, Alexandria | ||||||||
| Fine Foods Egypt SAE (in liquidation) | EGP10.00 | 1 | ||||||
| Egypt- Shooting Club, Dokki, Giza | ||||||||
| United Beverages (in liquidation) | EGP10.00 | 1 | ||||||
| El Salvador – Local 19 Nivel 19, Edificio Torre Futura, Calle El Mirador y 87 avenida norte, Colonia Escalón, San Salvador | ||||||||
| Unilever El Salvador, SCC S.A. de C.V. | USD1.00 | 1 | ||||||
| Unilever de Centro America S.A. de C.V. | USD11.00 | 1 | ||||||
| England and Wales – Unilever House, 100 Victoria Embankment, London, EC4Y 0DY | ||||||||
| Accantia Group Holdings (unlimited company) | GBP0.01 | 1 | ||||||
| Alberto-Culver (Europe) Limited | GBP1.00 | 1 | ||||||
| Alberto-Culver Group Limited | GBP1.00 | 1 | ||||||
| Alberto-Culver UK Holdings Limited | GBP1.00 | 1 | ||||||
| Alberto-Culver UK Products Limited | GBP1.00 | 1 | ||||||
| GBP5.00 | 14 | |||||||
| Associated Enterprises Limited° | GBP1.00 | 1 | ||||||
| CPC (UK) Pension Trust Limited | 16 | |||||||
| Dollar Shave Club Limited | GBP1.00 | 1 | ||||||
| Elida Beauty Limited | GBP1.00 | 1 | ||||||
| GroNext Technologies Limited° | GBP1.00 | 1 | ||||||
| Hourglass Cosmetics UK Limited | GBP1.00 | 1 | ||||||
| Margarine Union (1930) Limited° | GBP1.00 | 1 | ||||||
| GBP1.00 | 18 | |||||||
| GBP1.00 | 68 | |||||||
Unilever Annual Report on Form 20-F 2022 | Financial Statements | 215 | |||||||
| Group Companies | ||||||||
| Name of Undertaking | Nominal Value | Share Class Note | ||||||
| GBP1.00 | 69 | |||||||
| MBUK Trading Limited | GBP1.00 | 1 | ||||||
| Mixhold Investments Limited | GBP1.00 | 1 | ||||||
| ND4A Limited | GBP1.00 | 1 | ||||||
| TIGI Holdings Limited | GBP1.00 | 1 | ||||||
| Toni & Guy Products Limited° | GBP0.001 | 1 | ||||||
| UAC International Limited | GBP1.00 | 1 | ||||||
| UML Limited | GBP1.00 | 1 | ||||||
| Unidis Forty Nine Limited | GBP1.00 | 1 | ||||||
| Unilever Assam Estates Limited | GBP1.00 | 1 | ||||||
| Unilever Australia Services Limited | GBP1.00 | 1 | ||||||
| Unilever Company for Industrial Development Limited | GBP1.00 | 1 | ||||||
| Unilever Company for Regional Marketing and Research Limited | GBP1.00 | 1 | ||||||
| Unilever Corporate Holdings Limited° | GBP1.00 | 1 | ||||||
| Unilever Employee Benefit Trustees Limited | GBP1.00 | 1 | ||||||
| Unilever Group Limited° | GBP0.25 | 1 | ||||||
| Unilever South India Estates Limited° | GBP1.00 | 1 | ||||||
| GBP1.00 | 15 | |||||||
| Unilever S.K. Holdings Limited | GBP1.00 | 1 | ||||||
| Unilever Overseas Holdings Limited° | GBP1.00 | 1 | ||||||
| Unilever Superannuation Trustees Limited | GBP1.00 | 1 | ||||||
| Unilever U.K. Central Resources Limited | GBP1.00 | 1 | ||||||
| Unilever U.K. Holdings Limited° | GBP1.00 | 1 | ||||||
| Unilever UK & CN Holdings Limited | GBP1.00 | 2 | ||||||
| GBP1.00 | 3 | |||||||
| GBP10.00 | 23 | |||||||
| GBP10.00 | 24 | |||||||
| Unilever UK Group Limited | GBP1.00 | 2 | ||||||
| GBP1.00 | 3 | |||||||
| GBP1.00 | 21 | |||||||
| Unilever US Investments Limited° | GBP1.00 | 1 | ||||||
| United Holdings Limited° | GBP1.00 | 1 | ||||||
| England-Wales- C/O Bdo Llp 5 Temple Square, Temple Street, Liverpool, L2 5RH | ||||||||
| BBG Investments (France) Limited (in liquidation) | GBP1.00 | 1 | ||||||
| Unilever Australia Investments Limited (in liquidation) | GBP1.00 | 1 | ||||||
| Unilever Australia Partnership Limited (in liquidation) | GBP1.00 | 1 | ||||||
| Unilever Innovations Limited (in liquidation) | GBP0.10 | 1 | ||||||
| TIGI Limited (in liquidation) | GBP1.00 | 1 | ||||||
| England and Wales – Unilever House, Springfield Drive, Leatherhead, KT22 7GR | ||||||||
| Alberto-Culver Company (U.K.) Limited | GBP1.00 | 1 | ||||||
| TIGI International Limited | GBP1.00 | 1 | ||||||
| Unilever Pension Trust Limited | GBP1.00 | 1 | ||||||
| Unilever UK Limited | GBP1.00 | 1 | ||||||
| Unilever UK Pension Fund Trustees Limited | GBP1.00 | 1 | ||||||
| USF Nominees Limited | GBP1.00 | 1 | ||||||
| England and Wales – The Manser Building, Thorncroft Manor, Thorncroft Drive, Dorking Road, Leatherhead, Surrey, KT22 8JB | ||||||||
| Dermalogica (UK) Limited | GBP1.00 | 1 | ||||||
| England and Wales – 1st Floor, 16 Charles II Street, London, SW1Y 4QU | ||||||||
| Twenty Nine Capital Partners Limited Partnership ∞ (80) | 4 | |||||||
| Unilever Ventures III Limited Partnership ∞ (86.25) | 4 | |||||||
| England and Wales – Union House, 182-194 Union Street, London, SE1 0LH | ||||||||
| REN Skincare Limited | GBP1.00 | 1 | ||||||
| REN Limited | GBP0.01 | 1 | ||||||
| Murad Europe Limited | GBP1.00 | 1 | ||||||
| Name of Undertaking | Nominal Value | Share Class Note | ||||||
| England and Wales – 3 St James's Road, Kingston Upon Thames, Surrey, KT1 2BA | ||||||||
| Nature Delivered Limited | GBP0.001 | 1 | ||||||
| GBP0.001 | 79 | |||||||
| GBP0.001 | 84 | |||||||
| Marshfield Bakery Limited | GBP0.01 | 1 | ||||||
| England and Wales – 1 More Place, London, SE1 2AF | ||||||||
| Accantia Health and Beauty Limited (in liquidation) | GBP0.25 | 1 | ||||||
| Unidis Sixty Four Limited (in liquidation) | GBP1.00 | 1 | ||||||
| Unilever Bestfoods UK Limited (in liquidation) | GBP1.00 | 1 | ||||||
| England and Wales – C/O TMF Group, 8th Floor, 20 Farringdon Street, London, EC4A 4AB | ||||||||
| Twenty Nine Capital Partners (General Partner) Limited◊ | GBP1.00 | 1 | ||||||
| Unilever Ventures Limited | GBP1.00 | 1 | ||||||
| England and Wales – Port Sunlight, Wirral, Merseyside, CH62 4ZD | ||||||||
| Unilever Global IP Limited ° | GBP1.00 | 1 | ||||||
| England and Wales – Suite 1, 3rd Floor, 11-12 St. James` Square, London, SW1Y 4LB | ||||||||
| Paula`s Choice UK Limited | GBP1.00 | 1 | ||||||
| England and Wales – Nightingale House, 46-48 East Street, Epsom, Surrey, KT17 1HQ | ||||||||
| Brand Evangelists for Beauty Limited∆ (80.30) | GBP1.00 | 2 | ||||||
| (100) | GBP1.00 | 58 | ||||||
| (100) | GBP1.00 | 86 | ||||||
| (66.47) | GBP1.00 | 71 | ||||||
| Estonia – Kalmistu tee 28a, Tallinna linn, Harju maakond, 11216 | ||||||||
| Unilever Eesti AS | EUR6.30 | 1 | ||||||
| Ethiopia – Bole Sub City, Kebele 03/05, Lidiya Building, Addis Ababa | ||||||||
| Unilever Manufacturing PLC | ETB1,000.00 | 1 | ||||||
| Finland – Post Box 254, 00101 Helsinki | ||||||||
| Unilever Finland Oy | EUR16.82 | 1 | ||||||
| Unilever Ingman Production Oy | EUR100.00 | 1 | ||||||
| France – 20, rue des Deux Gares, 92500, Rueil-Malmaison | ||||||||
| Bestfoods France Industries S.A.S. (99.99) | No Par Value | 1 | ||||||
| Cogesal-Miko S.A.S. (99.99) | No Par Value | 1 | ||||||
| Elida Beauty France S.A.S. (99.99) | EUR1.00 | 1 | ||||||
| Fralib Sourcing Unit S.A.S. (99.99) | No Par Value | 1 | ||||||
| Saphir S.A.S. (99.99) | EUR1.00 | 1 | ||||||
| Tigi Services France S.A.S. (99.99) | No Par Value | 1 | ||||||
| U-Labs S.A.S. (99.99) | No Par Value | 1 | ||||||
| Unilever France S.A.S. (99.99) | No Par Value | 1 | ||||||
| Unilever France Holdings S.A.S. (99.99) | EUR1.00 | 1 | ||||||
| Unilever France HPC Industries S.A.S. (99.99) | EUR1.00 | 1 | ||||||
| Unilever Retail Operations France (99.99) | No Par Value | 1 | ||||||
| France – Parc Activillage des Fontaines – Bernin 38926 Crolles Cedex | ||||||||
| Intuiskin S.A.S. | EUR1.00 | 1 | ||||||
| France – ZI de la Norge – Chevigny Saint-Sauveur, 21800 Quetigny | ||||||||
| Amora Maille Societe Industrielle S.A.S. (99.99) | No Par Value | 1 | ||||||
France – 42, rue Jean de La Fontaine , Paris, 75016 | ||||||||
| Laboratoire Garancia | EUR62.50 | 1 | ||||||
| UPD EU | EUR1.00 | 1 | ||||||
| Germany – Wiesenstraße 21. 40549 Düsseldorf | ||||||||
| Dermalogica GmbH | EUR25,000.00 | 1 | ||||||
| Germany – Spitaler Straße 16, 20095 Hamburg | ||||||||
| ProCepta Service GmbH | EUR28,348.00 | 1 | ||||||
| Germany – Neue Burg 1, 20457 Hamburg | ||||||||
| DU Gesellschaft für Arbeitnehmerüberlassung mbH (99.99) | DEM50,000.00 | 1 | ||||||
| NU Business GmbH | EUR25,000.00 | 1 | ||||||
| Unilever Deutschland GmbH | EUR90,000,000.00 | 1 | ||||||
| EUR2,000,000.00 | 1 | |||||||
216 | Unilever Annual Report on Form 20-F 2022 | Financial Statements | ||||
| Group Companies | ||||||||
| Name of Undertaking | Nominal Value | Share Class Note | ||||||
| EUR1,000,000.00 | 1 | |||||||
| EUR 100.000,00 | 1 | |||||||
| Unilever Deutschland Holding GmbH | EUR39,000.00 | 1 | ||||||
| EUR18,000.00 | 1 | |||||||
| EUR14,300.00 | 1 | |||||||
| EUR5,200.00 | 1 | |||||||
| EUR6,500.00 | 1 | |||||||
| Unilever Deutschland Produktions Verwaltungs GmbH | EUR179,000.00 | 1 | ||||||
| Unilever Deutschland Supply Chain Services GmbH | EUR51,150.00 | 1 | ||||||
| Dollar Shave Club GmbH | EUR25,000.00 | 1 | ||||||
| T2 Germany GmbH | EUR1.00 | 1 | ||||||
| Germany – Langnesestraße 1, 64646 Heppenheim | ||||||||
| Maizena Grundstücksverwaltung Gesellschaft mit beschränkter Haftung & Co. offene Handelsgesellschaft | 4 | |||||||
| Rizofoor Gesellschaft mit beschränkter Haftung | EUR15,350.00 | 1 | ||||||
| EUR138,150.00 | 1 | |||||||
| Schafft GmbH | EUR63,920.00 | 1 | ||||||
| EUR100,000.00 | 1 | |||||||
| Unilever Deutschland Produktions GmbH & Co. OHG | 4 | |||||||
| Germany – Rotebühlplatz 21, 70178 Stuttgart | ||||||||
| TIGI Eurologistic GmbH | EUR100.00 | 1 | ||||||
| EUR24,900.00 | 1 | |||||||
| TIGI Haircare GmbH | EUR25,600.00 | 1 | ||||||
| Germany – Wiesenstr. 21, 40549 Düsseldorf | ||||||||
| Living Proof GmbH | EUR1.00 | 1 | ||||||
| Murad GmbH | EUR1.00 | 1 | ||||||
| Ren GmbH | EUR1.00 | 1 | ||||||
| Ghana – Swanmill, Kwame Nkrumah Avenue, Accra | ||||||||
| Millers Swanzy (Ghana) Limited | GHC1.00 | 1 | ||||||
| Ghana – Plot No. Ind/A/3A-4, Heavy Industrial Area, Tema, PO Box 721, Tema | ||||||||
| Unilever Ghana PLC (74.50) | GHC0.0192 | 1 | ||||||
| Ghana – Plot No. Ind/A/3A-4, P O Box 721, Tema | ||||||||
| Unilever Oleo Ghana Limited | GHC2.250 | 1 | ||||||
| Greece – Kymis ave & 10, Seneka str. GR-145 64 Kifissia | ||||||||
| Elais Unilever Hellas SA | EUR10.00 | 1 | ||||||
| Unilever Knorr SA | EUR10.00 | 1 | ||||||
| Unilever Logistics SA | EUR10.00 | 1 | ||||||
| Guatemala – Diagonal 6. 10-50 zona 10, Ciudad de Guatemala. Nivel 17 Torre Norte Ed. Interamericas World Financial Center | ||||||||
| Unilever de Centroamerica S.A. | GTQ60.00 | 1 | ||||||
| Haiti – 115, Rue Panamericaine, Estabissement Número 1, Petion Ville | ||||||||
| Les Condiments Alimentaires, S.A. (61) | HTG1000.00 | 1 | ||||||
| Honduras – Anillo Periférico 600 metros después de la colonia, Residencial, Las Uvas contigua acceso de residencial Roble Oeste, Tegucigalpa M.D.C. | ||||||||
| Unilever de Centroamerica S.A. | HNL10.00 | 1 | ||||||
| Hong Kong – Suite 1106-8, 11/F, Tai Yau Building, 181 Johnston Road, Wanchai | ||||||||
| Blueair Asia Limited | HKD0.10 | 1 | ||||||
| Hong Kong – 6 Dai Fu Street, Tai Po Industrial Estate, N.T. | ||||||||
| Unilever Hong Kong Limited | HKD0.10 | 1 | ||||||
| Hong Kong-Room 66, Unit 1111, 11/F, Silvercord Tower 2, 30 Canton Road, Tsim Sha Tsui, Kowloon | ||||||||
| Hourglass Cosmetics Hong Kong Limited | 1 | |||||||
| Hong Kong – Room 1808, 18/F, Tower II Admiralty Centre, 18 Harcourt Road, Admiralty | ||||||||
| Hong Kong CarverKorea Limited | HKD1.00 | 7 | ||||||
| Hong Kong – 14th Floor, One Taikoo Place, 979 King’s Road, Quarry Bay | ||||||||
| UPD Hong Kong Limited | HKD100.00 | 1 | ||||||
| Hong Kong – 14/F, One Taikoo Place, 979 King’s Road, Quarry Bay | ||||||||
| Go-Uni Limited (67) | USD21.072.300.00 | 1 | ||||||
Unilever Annual Report on Form 20-F 2022 | Financial Statements | 217 | |||||||
| Group Companies | ||||||||
| Name of Undertaking | Nominal Value | Share Class Note | ||||||
| Unilever (Malaysia) Holdings Sdn. Bhd. | No Par Value | 1 | ||||||
| Unilever (Malaysia) Services Sdn. Bhd. | No Par Value | 1 | ||||||
| Unilever Malaysia Aviance Sdn. Bhd. | No Par Value | 1 | ||||||
| Mexico – Av. Tepalcapa No.2, Col. Rancho Santo Domingo, C.P. 54900 Tultitlán, Estado de México | ||||||||
| Unilever de Mexico S. de R.L. de C.V. | 4 | |||||||
| Unilever Holding Mexico S.de R.L. de C.V. | 4 | |||||||
| Unilever Manufacturera S.de R.L. de C.V. | 4 | |||||||
| Servicios Professionales Unilever S.de R.L. de C.V. | 4 | |||||||
| Unilever Mexicana S.de R.L. de C.V. | 4 | |||||||
| Unilever Real Estate Mexico S.de R.L. de C.V. | 4 | |||||||
| Unilever Servicios de Promotoria, S.de R.L. de C.V. | 4 | |||||||
| NA Sourcing West S. de R.L. de C.V. | 4 | |||||||
| Moldova – 6A Uzinelor Street, Kishinev, MD -2023 | ||||||||
| Betty Ice Moldova S.R.L. | MDL7,809,036.00 | 1 | ||||||
| Morocco – Km 10, Route Cotiere, Ain Sebaa, Casablanca | ||||||||
| Unilever Maghreb S.A. | MAD100.00 | 1 | ||||||
| Mozambique – Avenida 24 de Julho, Edifício 24, nº 1097, 4º andar, Maputo | ||||||||
| Unilever Mocambique Limitada | USD0.01 | 1 | ||||||
| Myanmar – Plot No (40,41,47), Min Thate Hti Kyaw Swar Road, 39 Ward, Shwe Pyi Thar Industrial Zone (2), Shwe Pyi Thar Township, Yangon Region, 11411 | ||||||||
| Unilever (Myanmar) Limited | MMK11,129,679,600.00 | 1 | ||||||
| Unilever (Myanmar) Services Limited | MMK2,000,000.00 | 1 | ||||||
| Myanmar – Lot No. 31, Bamaw Ahtwin Wun Street, Hlaing Thar Yar Industrial Zone 3, Hlaing Thar Yar Township, Yangon, 11401. | ||||||||
| Unilever EAC Myanmar Company Limited (60) | MMK500,000,000,000. 00 | 1 | ||||||
| Nepal – Basamadi, Hetanda – 3, Makwanpur | ||||||||
| Unilever Nepal Limited (53.75) | NPR100.00 | 1 | ||||||
| Netherlands – Weena 455, 3013 AL Rotterdam | ||||||||
| Alberto-Culver Netherlands B.V. | EUR1.00 | 2 | ||||||
| EUR1.00 | 3 | |||||||
| Argentina Investments B.V. | EUR454.00 | 1 | ||||||
| BFO Holdings B.V. | EUR1.00 | 1 | ||||||
| Brazinvest B.V. | EUR1.00 | 1 | ||||||
| Chico-invest B.V. | EUR455.00 | 1 | ||||||
| Doma B.V. | NLG1,000.00 | 1 | ||||||
| Handelmaatschappij Noorda B.V. | NLG1,000.00 | 1 | ||||||
| Hourglass Cosmetics Europe B.V. | EUR1.00 | 1 | ||||||
| Unilever Foods & Refreshments Global B.V. | EUR453.78 | 1 | ||||||
| Itaho B.V. | EUR1.00 | 1 | ||||||
| Lipoma B.V. | NLG1,000.00 | 1 | ||||||
| Marga B.V. | EUR1.00 | 1 | ||||||
| Mavibel (Maatschappij voor Internationale Beleggingen) B.V. | EUR1.00 | 1 | ||||||
| Mexinvest B.V. | EUR1.00 | 1 | ||||||
| Mixhold B.V.° | EUR1.00 | 2 | ||||||
| EUR1.00 | 3 | |||||||
| EUR1.00 | 26 | |||||||
| N.V. Elma | NLG1,000.00 | 1 | ||||||
| NLG1,000.00 | 27 | |||||||
| New Asia B.V. | EUR1.00 | 1 | ||||||
| Nommexar B.V. | EUR1.00 | 1 | ||||||
| Ortiz Finance B.V. | NLG100.00 | 1 | ||||||
| Pabulum B.V. | NLG1,000.00 | 1 | ||||||
| Rizofoor B.V. | NLG1,000.00 | 1 | ||||||
| Rolf von den Baumen’s Vetsmelterij B.V. | EUR454.00 | 1 | ||||||
| Rolon B.V. | NLG1,000.00 | 1 | ||||||
| Saponia B.V. | NLG1,000.00 | 1 | ||||||
| ThaiB1 B.V. | NLG1,000.00 | 1 | ||||||
218 | Unilever Annual Report on Form 20-F 2022 | Financial Statements | ||||
| Group Companies | ||||||||
Unilever Annual Report on Form 20-F 2022 | Financial Statements | 219 | |||||||
| Group Companies | ||||||||
| Name of Undertaking | Nominal Value | Share Class Note | ||||||
| Serbia – Belgrade, Serbia, Omladinskih brigada 90b – Novi Beograd | ||||||||
| Unilever Beograd d.o.o. | 13 | |||||||
| Singapore – 18 Nepal Park, 139407 | ||||||||
| Unilever Asia Private Limited | No Par Value | 1 | ||||||
| Unilever Singapore Pte. Limited | No Par Value | 1 | ||||||
| UPD Singapore Pte. Limited | SGD1.00 | 1 | ||||||
| Gronext Technologies Pte. Ltd. | No Par Value | 1 | ||||||
| Slovakia – Karadzicova 10, 821 08 Bratislava | ||||||||
| Unilever Slovensko, spol. s. r.o. | EUR1.00 | 1 | ||||||
| South Africa – 15 Nollsworth Crescent, Nollsworth Park, La Lucia Ridge Office Estate, La Lucia, 4051 | ||||||||
| Unilever Market Development (Pty) Limited | ZAR1.00 | 1 | ||||||
| Unilever South Africa (Pty) Limited | ZAR2.00 | 1 | ||||||
| Unilever South Africa Holdings (Pty) Limited | ZAR1.00 | 1 | ||||||
| ZAR1.00 | 2 | |||||||
| ZAR1.00 | 3 | |||||||
| South Africa – 4 Merchant Place, CNR Fredman Drive and Rivonia Road Sandton, 2196 | ||||||||
| Aconcagua 14 Investments (RF) (Pty) Limited | ZAR1.00 | 1 | ||||||
| Spain – PA / Reding, 43, Izda 1, 29016 Malaga | ||||||||
| Intuiskin S.L.U. | EUR1.00 | 1 | ||||||
| Spain – C/ Tecnología 19, 08840 Viladecans | ||||||||
| Unilever Espana S.A. | EUR48.00 | 1 | ||||||
| Spain – C/ Felipe del Río, 14 – 48940 Leioa | ||||||||
| Unilever Foods Industrial Espana, S.L.U. | EUR600.00 | 1 | ||||||
| Sri Lanka – 258 M Vincent Perera Mawatha, Colombo 14 | ||||||||
| Unilever Merchandising Private Limited | No Par Value | 1 | ||||||
| Ceytea (Private) Limited | No Par Value | 1 | ||||||
| Lever Brothers (Exports and Marketing) (Private) Limited° | No Par Value | 1 | ||||||
| Maddema Trading Company (Private) Limited | No Par Value | 1 | ||||||
| Premium Exports Ceylon (Private) Limited | No Par Value | 1 | ||||||
| R.O. Mennell & Co. (Ceylon) (Private) Limited | No Par Value | 1 | ||||||
| Unilever Ceylon Services (Private) Limited | No Par Value | 1 | ||||||
| Unilever Lipton Ceylon Limited | No Par Value | 1 | ||||||
| Unilever Sri Lanka Limited° | No Par Value | 1 | ||||||
| Sudan – Property no. 125, block 2, Industrial Area, Kafuri District, Bahri, Kafori | ||||||||
| Unilever Sudanese Investment Company | SDG10,000.00 | 1 | ||||||
| Sweden – Box 1056, Svetsarevägen 15, 171 22, Solna Stockholm | ||||||||
| Alberto Culver AB | SEK100.00 | 1 | ||||||
| Unilever Holding AB | SEK100.00 | 1 | ||||||
| Unilever Produktion AB | SEK50.00 | 1 | ||||||
| Unilever Sverige AB | SEK100.00 | 1 | ||||||
| Sweden – Karlavagen 108, 115 26 Stockholm | ||||||||
| Blueair AB | SEK100.00 | 1 | ||||||
| Sweden – Karlavagen 108, 115 26, Stockholm | ||||||||
| Jonborsten AB | SEK1.00 | 1 | ||||||
| Sweden – Nordenskioldgatan 19, 413 09 Goteborg | ||||||||
| Nature Delivered Sweden AB | SEK1.00 | 1 | ||||||
| Switzerland – Bahnhofstrasse 19, CH 8240 Thayngen | ||||||||
| Knorr-Nährmittel Aktiengesellschaft | CHF1,000.00 | 1 | ||||||
| Unilever Schweiz GmbH | CHF100,000.00 | 1 | ||||||
| Switzerland – Spitalstrasse 5, 8200, Schaffhausen | ||||||||
| Helmsman Capital AG | CHF1,000.00 | 1 | ||||||
| Unilever Supply Chain Company AG | CHF1,000.00 | 1 | ||||||
| Unilever ASCC AG | CHF1,000.00 | 1 | ||||||
| Unilever Finance International AG | CHF1,000.00 | 1 | ||||||
| Unilever Business and Marketing Support AG | CHF1,000.00 | 1 | ||||||
| Unilever Overseas Holdings AG | CHF1,000.00 | 1 | ||||||
| Unilever Schaffhausen Service AG | CHF1,000.00 | 1 | ||||||
| Unilever Swiss Holdings AG | CHF1,000.00 | 1 | ||||||
220 | Unilever Annual Report on Form 20-F 2022 | Financial Statements | ||||
| Group Companies | ||||||||
Unilever Annual Report on Form 20-F 2022 | Financial Statements | 221 | |||||||
| Group Companies | ||||||||
222 | Unilever Annual Report on Form 20-F 2022 | Financial Statements | ||||
| Group Companies | ||||||||
Unilever Annual Report on Form 20-F 2022 | Financial Statements | 223 | |||||||
| Group Companies | ||||||||
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: B3 Ordinary, 20: Series C-1 Pref, 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: Series C1 Preference, 33: Series D-2, 34: Cumulative Redeemable Preference, 35: A-Ordinary, 36: Preferred Ordinary, 37: Com, 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: Series B1 CPPS, 46: B Preferred, 47: Series A-5 , 48: Series C-2 Preferred, 49: A-4 Com, 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: Pre Series B CPPS, 65: Series B CPPS, 66: Series C1 CPPS, 67: Series C2, 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 Redeemable Non Voting Ordinary, 79: B Ordinary, 80: N Ordinary, 81: A-1 Com, 82: A-2 Com, 83: A-3 Com, 84: Series A EIS, 85: Series A Convertible Preferred, 86: Series A2 Preferred, 87: Not in use, 88: Series C Preferred, 89: Series A1 CPPS, 90: D1 Preferred, 91: Series E, 92: Series C-2 Pref, 93: Series B-1 Preferred, 94: Series B-2 Preferred, 95: Series A-2 Preferred, 96: Series A-4 Preferred, 97: Preferred Seed, 98: Seed-3 Preferred, 99: INR 1 Series A Common,100: Series A Preferred Stock, 101: Ordinary Preferred, 102: E Preferred, 103: Common A, 104: Series D-5 Preferred, 105: Series D-6 Preferred, 106: Series C CPPS, 107:Series Seed Convertible Preferred, 108: Series C-E Preferred
Ο Indicates an undertaking directly held by PLC. All other undertakings are indirectly held. In the case of Hindustan Unilever Limited 47.43% is directly held and the remainder of 14.47% 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 18.32% is directly held and the remainder of 81.68% 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 Mixhold B.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.
† Shares the undertaking holds in itself.
Δ Denotes an undertaking where other classes of shares are held by a third party.
Χ Binzagr Unilever Limited, Severn Gulf FZCO, Unilever Binzagr Gulf General Trading LLC, 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. The Unilever Group is entitled to 50% of the profits made by Binzagr Unilever Limited, Severn Gulf FZCO and Unilever Binzagr Gulf General Trading LLC. The Unilever Group is entitled to 80% of the profits made by Unilever Home and Personal Care Products Manufacturing LLC .
◊ Accounted for as non-current investments within non-current financial assets.
∞ Exemption pursuant to Regulation 7 of the Partnership (Accounts) Regulations 2008.
In addition, we have revenues either from our own operations or otherwise in the following locations: Afghanistan, Aland Islands, Albania, Americas, Andorra, Angola, Anguilla, Antigua, Armenia, Aruba, Azerbaijan, Bahamas, Barbados, Barbuda, Belarus, Belize, Benin, Bhutan, Bonaire, Sint Eustatius & Saba, Bosnia and Herzegovina, Botswana, British Virgin Islands, Brunei Darussalam, Burkina Faso, Burundi, Cameroon, Cape Verde, Cayman Islands, Central African Republic, Chad, Christmas Island, Cocas (Keeling) Islands,Comoros, Congo, Cook Islands, Curacao, Democratic Republic of Congo, Dominica, Equatorial Guinea, Eritrea, Faroe Islands, Federated States of Micronesia, Fiji, French Guiana, French Polynesia, Gabon, Gambia, Georgia, Gibraltar, Greenland, Grenada, Guam, Guinea, Guinea-Bissau, Guyana, Herd Island and McDonalds Islands, Iceland, Iraq, Kiribati, Kosovo, Kuwait, Kyrgyzstan, Lesotho, Liberia, Libya, Liechtenstein, Luxembourg, Macao, Macedonia, Madagascar, Maldives, Mali, Malta, Marshall Islands, Martinique, Mauritius, Monaco, Mongolia, Montenegro, Montserrat, Namibia, Nauru, New Caledonia, Niue, Norfolk Island, Palau, Papua New Guinea, Saint Kitts and Nevis, Saint Lucia, Saint Maarten, Saint Vincent and the Grenadines, Samoa, San Marino, Senegal, Seychelles, Sierra Leone, Slovenia, Solomon Islands, Somalia, Sudan, Suriname, Swaziland, Tajikistan, Timor Leste, Togo, Tokelau, Tonga, Turkmenistan, Tuvalu, Uzbekistan, Vanuatu and Yemen.
The Unilever Group has established branches in Azerbaijan, Belarus, Bosnia-Herzegovina, Cote d’Ivoire, Cuba, Jordan, Kazakhstan, Lebanon, Northern Ireland, the Philippines, Saudi Arabia, Turkey, UAE and the UK.
224 | Unilever Annual Report on Form 20-F 2022 | Financial Statements | ||||
| Shareholder information Financial calendar | ||||||||
Annual general meeting
| Date | 3 May 2023 | ||||
| Voting and Registration date | 1 May 2023 | ||||
Quarterly dividends
Dates listed below are applicable to all Unilever listings (PLC ordinary shares and PLC ADSs).
Announcement date | Ex-dividend date | Record date | Payment date | |||||||||||
Quarterly dividend announced with the Q4 2022 results | 9 February 2023 | 23 February 2023 | 24 February 2023 | 21 March 2023 | ||||||||||
Quarterly dividend announced with the Q1 2023 results | 27 April 2023 | 18 May 2023 | 19 May 2023 | 15 June 2023 | ||||||||||
Quarterly dividend announced with the Q2 2023 results | 25 July 2023 | 3 August 2023 | 4 August 2023 | 31 August 2023 | ||||||||||
Quarterly dividend announced with the Q3 2023 results | 26 October 2023 | 16 November 2023 | 17 November 2023 | 8 December 2023 | ||||||||||
Contact details
Unilever PLC
100 Victoria Embankment
London EC4Y 0DY
United Kingdom
Institutional Investors telephone +44 (0)20 7822 6830
Any queries can also be sent to us electronically via
www.unilever.com/contact/
Private Shareholders can email us at
shareholder.services@unilever.com
Shareholder Services
UK
Computershare Investor Services PLC | |||||
The Pavilions | |||||
Bridgwater Road | |||||
Bristol BS99 6ZZ | |||||
Telephone +44 (0) 370 600 3977 | |||||
Website | www.investorcentre.co.uk | ||||
FAQ and Contact Form | www.investorcentre.co.uk/contactus | ||||
The Netherlands
ABN AMRO Bank N.V. | |||||
Gustav Mahlerlaan 10 | |||||
1082 PP Amsterdam | |||||
Telephone +31 (0) 20 628 6070 | |||||
Email | corporate.broking@nl.abnamro.com | ||||
US
American Stock Transfer & Trust Company | |||||
Operations Center | |||||
6201 15th Avenue | |||||
Brooklyn, NY 11219 | |||||
Toll-free number +1 866 249 2593 | |||||
Direct dial +1 718 921 8124 | |||||
Email | db@astfinancial.com | ||||
Website
Shareholders are encouraged to visit our website which has a wealth of information about Unilever.
There is a section on our website designed specifically for investors. It includes detailed coverage of the Unilever share price, our quarterly and annual results, performance charts, financial news and investor relations speeches and presentations. It also includes details of the conference and investor/analyst presentations.
You can also view the Unilever Annual Report and Accounts 2022 (and the Additional Information for US Listing Purposes) on our website, and those for prior years.
Find out more at www.unilever.com
www.unilever.com/investorrelations
www.unilever.com/investor-relations/annual-report-and-accounts
Publications
Copies of the Unilever Annual Report and Accounts 2022 (and the Additional Information for US Listing Purposes) and the Annual Report on Form 20-F 2022 can be accessed directly or ordered via the website.
www.unilever.com/investorrelations
Unilever Annual Report and Accounts 2022
The Unilever Annual Report and Accounts 2022 (and the Additional Information for US Listing Purposes) forms the basis for the Annual Report on Form 20-F that is filed with the United States Securities and Exchange Commission, which is also available free of charge from their website.
www.sec.gov
Quarterly results announcements
Unilever’s quarterly results announcements are in English with figures in euros.
Unilever Annual Report on Form 20-F 2022 | Financial Statements | 225 | |||||||
| Additional information for US listing purposes | ||||||||
Additional information for US listing purposes
226 | Unilever Annual Report on Form 20-F 2022 | Financial Statements | ||||
| Additional information for US listing purposes | ||||||||
Unilever Annual Report on Form 20-F 2022 | Financial Statements | 227 | |||||||
| Additional information for US listing purposes | ||||||||
Directors, senior management and employees
Employees
The average number of employees for the last three years is provided in note 4A on page 161. The average number of employees during 2022 included 3,984 seasonal workers. We believe our relationship with our employees and any labour unions of which they may be part is satisfactory in all material respects.
Global employee share plans (shares)
In November 2014, Unilever’s global employee plan ‘SHARES’ was launched in 17 countries. SHARES gives eligible Unilever employees below management level the opportunity to invest between €10 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 2023 (the latest practicable date for inclusion in this report), awards for 352,679 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, which was amended and restated as of 29 November 2022 to authorise the issue of newly issued Unilever Ordinary Shares under the Plan. These plans are the North American equivalents of the Unilever Share Plan 2017 and SHARES plans, as amended from time to time. The rules governing these share plans are materially the same as the rules governing the Unilever Share Plan 2017 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 Board. The Committee 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 and the periodic review of the remuneration and related policies of the wider workforce to assess alignment to PLC’s purpose, value and strategy.
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
Except for as set out on pg.87 with regard to Mr. Peltz, 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. As mentioned on page 87, Nelson Peltz, a Non-Executive Director, is the Chief Executive and founding partner of Trian Fund Management, LP, which held interests in approximately 1.5% of Unilever’s issued share capital as at the date of his appointment.
228 | Unilever Annual Report on Form 20-F 2022 | Financial Statements | ||||
| Additional information for US listing purposes | ||||||||
Major shareholders and related party transactions
Major shareholders
The voting rights of the significant shareholders of the Company are the same as for other holders of the class of share held by such significant shareholders.
The principal trading market upon which the Company's ordinary shares are listed is the London Stock Exchange. The Company's ordinary shares are also listed and traded on Euronext Amsterdam.
In the United States, Unilever PLC American Depositary Receipts are traded on the New York Stock Exchange. Deutsche Bank Trust Company Americas (Deutsche Bank) acts for PLC as depositary.
At 21 February 2023 (the latest practicable date for inclusion in this report), there were1,847 registered holders of Unilever PLC American Depositary Receipts in the United States. We estimate that approximately 13% of the Company’s ordinary shares (including shares underlying Unilever PLC American Depositary Receipts) were held in the United States (approximately 12% in 2021).
If you are a shareholder of the Company, your interest is in a UK legal entity, your dividends will be paid in pound sterling (converted into US dollars if you have Unilever PLC American Depositary Receipts) and you may be subject to UK tax.
To Unilever’s knowledge, the Company 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 Company is not aware of any arrangements the operation of which may at any subsequent date result in a change of control of the Company.
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 note 23 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 2022 up to 21 February 2023 (the latest practicable date for inclusion in this report).
Dividend record
The following tables show the dividends declared and dividends paid by PLC for the last five years, expressed in terms of the revised share denominations which became effective from 22 May 2006.
| 2022 | 2021 | 2020 | 2019 | 2018 | |||||||||||||
| Dividends declared for the year | |||||||||||||||||
| PLC dividends | |||||||||||||||||
Dividend per 31/9 p | £1.48 | £1.46 | £1.48 | £1.43 | £1.35 | ||||||||||||
Dividend per 31/9 p (US Registry) | $1.77 | $2.00 | $1.91 | $1.83 | $1.82 | ||||||||||||
| Dividends paid during the year | |||||||||||||||||
| PLC dividends | |||||||||||||||||
Dividend per 31/9 p | £1.45 | £1.48 | £1.45 | £1.42 | £1.33 | ||||||||||||
Dividend per 31/9 p (US Registry) | $1.80 | $2.03 | $1.85 | $1.82 | $1.83 | ||||||||||||
Unilever Annual Report on Form 20-F 2022 | Financial Statements | 229 | |||||||
| Additional information for US listing purposes | ||||||||
Material contracts
At the date of this Annual Report and Accounts, Unilever is not party to any contracts that are considered material to its results or operations.
Exchange controls
Other than certain economic sanctions which may be in place from time to time, there are currently no UK laws, decrees or regulations restricting the import or export of capital or affecting the remittance of dividends or other payments to holders of the PLC’s shares who are non-residents of the UK. Similarly, other than certain economic sanctions which may be in force from time to time, there are no limitations relating only to non-residents of the UK under English law or the PLC’s Articles of Association on the right to be a holder of, and to vote in respect of, the company’s shares.
Unilever Annual Report on Form 20-F 2022
Filed with the SEC on the SEC’s website. Printed copies are available, free of charge, upon request to Unilever PLC, Investor Relations department, 100 Victoria Embankment, London, EC4Y 0DY United Kingdom.
Documents on display in the United States
Unilever files and furnishes reports and information with the United States SEC. Certain of our reports and other information that we file or furnish to the SEC are also available to the public over the internet on the SEC’s website.
Other information on the Company
Innovation, Research and Development
We have over 20,000 patents protecting the discoveries and breakthroughs that our global team of 5,000 world-leading experts produce. We invest around €850m in R&D each year.
We strive to create superior products, consumer-relevant innovation and help ensure efficiency and resilience in supply. Technology and consumers sit at the heart of our approach to innovation. We are building digital and automated technology into our innovation centres. For example, our UK Materials Innovation Factory has the highest concentration of robots doing material chemistry in the world. It delivers more accurate data many times faster than traditional methods. We run virtual tests and scenarios to optimise products before the lab and scale up stage, bringing efficiency and cutting time to market. Our new Agile Innovation hubs, including in Shanghai, China, use real time consumer data to develop new insights, then rapidly develop prototypes to test via eCommerce in a matter of days. Rapid and efficient, on-trend innovation.
We are investing in real science behind our focus areas. For example, our world-leading research and partnerships on the microbiome, where we have more than 100 patents. This is unlocking significant benefits and is leading to new scientific insights and product innovations, such as biome-friendly skin care products and superior, probiotic cleaning products for the home.
R&D also underpins our sustainability goals, helping to power our move away from petrochemicals, stop plastic pollution and ensuring we source ingredients in a sustainable way. Science, technology and invention is required behind these challenging goals, from renewable sources of carbon in Home Care, to new biotechnology-based ingredients in Beauty & Wellbeing and novel, paper-based packaging in Nutrition.
Every Unilever product is based on an innovation crafted by our experts in collaboration with our network of partners. We translate our scientific discoveries into everyday products that improve people’s health, confidence, and wellbeing, while taking care to reduce our impact on the planet. We are constantly evolving alongside our consumers’ ever-changing lives and tastes, and to remain at the cutting-edge of science and technology.
Raw materials
Our products use a wide variety of raw and packaging materials which we source locally and internationally, and which may be subject to price volatility either directly or as a result of movements in foreign exchange rates.
In 2022, we witnessed high volatility and inflation across commodities as global demand recovered from Covid impacts. The Russia-Ukraine war created broad-based supply chain disruptions further exacerbating inflationary pressures. Weakening currencies in many emerging markets such as Turkey, Argentina, and South Asia, posted further challenges.
Looking ahead to 2023, we expect continued volatility in commodity markets. We remain watchful of the impact of China’s re-opening post-Covid on demand, inflationary pressures from wages and energy costs and trends in emerging market currencies relative to the US dollar.
Seasonality
Certain of our businesses, such as ice cream, are subject to significant seasonal fluctuations in sales. However, Unilever operates globally in many different markets and product categories, and no individual element of seasonality is likely to be material to the results of the Group as a whole.
Intellectual property
We have a large portfolio of patents and trademarks, and we conduct some of our operations under licences that are based on patents or trademarks owned or controlled by others. We are not dependent on any one patent or group of patents. We use all appropriate efforts to protect our brands and technology.
Competition
As a fast-moving consumer goods (FMCG) company, we are competing with a diverse set of competitors. Some of these operate on an international scale like ourselves, while others have a more regional or local focus. Our business model centres on building brands which consumers know, trust, like and buy in conscious preference to those of our competitors. Our brands command loyalty and affinity and deliver superior performance.
Information on market share
Unless otherwise stated, market share refers to value share as opposed to volume share. The market data and competitive position classifications are taken from independent industry sources in the markets in which Unilever operates.
Iran-related required disclosure
Unilever operates in Iran through a non-US subsidiary. In 2022, sales in Iran were significantly less than one per cent of Unilever’s worldwide turnover. During the year, this non-US subsidiary had approximately €2,553,954 in gross revenues and less than €964,177 in net profits attributable to the sale of food, personal care and home care products to an entity affiliated with the Government of Iran. The entity was the Shahrvand Group, which is owned by the municipality of Tehran. This non-US subsidiary also donated a de minimis amount of personal care products to Shahid Ashrafian and Shahid Daneshfar, which are schools for girls affiliated with the government, to assist with the Covid pandemic. Income, payroll and other taxes, duties and fees (including for utilities) were payable to the Government of Iran and affiliated entities in connection with our operations. Our non-US subsidiary maintains bank accounts in Iran with various banks to facilitate our business in the country and make any required payments to the Government of Iran and affiliated entities. While we currently continue our activities in Iran, we are continuously evaluating such activities in light of the evolving regulatory environment.
230 | Unilever Annual Report on Form 20-F 2022 | Financial Statements | ||||
| Additional information for US listing purposes | ||||||||
Property, plant and equipment
The Group has interests in properties in most of the countries where there are Unilever operations. None of these interests are individually material in the context of the Group as a whole. The properties are used predominantly to house production and distribution activities and as offices. There is a mixture of leased and owned property throughout the Group. We are not aware of any environmental issues affecting the properties which would have a material impact upon the Group, and there are no material encumbrances on our properties. Any difference between the market value of properties held by the Group and the amount at which they are included in the balance sheet is not significant. We believe our existing facilities are satisfactory for our current business and we currently have no plans to construct new facilities or expand or improve our current facilities in a manner that is material to the Group.
Taxation
The comments below in relation to United Kingdom and United States taxation are based on current United Kingdom and United States federal income tax law as applied in England and Wales and the United States respectively, and HM Revenue & Customs ('HMRC') and Internal Revenue Service (“IRS”) practice (which may not be binding on HMRC or the IRS) respectively, in each case as at the latest practicable date before the date of this document.
Taxation for US persons holding shares or American Depositary Shares in PLC
The following notes are provided for guidance. US persons should consult their local tax advisers, particularly in connection with potential liability to pay US taxes on disposal, lifetime gift or bequest of their shares or American Depositary Shares ('ADSs'). A US person is a US individual citizen or resident, a corporation organised under the laws of the United States, any state or the District of Columbia, or any other legal person subject to US Federal Income Tax on its worldwide income.
United Kingdom taxation on dividends
Under United Kingdom law, income tax is not withheld from dividends paid by most United Kingdom companies, including PLC. Shareholders of PLC, whether resident in the United Kingdom or not, receive the full amount of the dividend actually declared.
A non-UK resident shareholder or ADS holder holding their shares or ADSs otherwise than in connection with any trade, profession or vocation carried on through a branch, agency or permanent establishment in the UK will not generally be subject to UK tax in respect of dividends paid by PLC.
United States taxation on dividends
If you are a US person, the distribution up to the amount of PLC’s earnings and profits for US Federal Income Tax purposes will be ordinary dividend income.
Any portion of the distribution that exceeds PLC’s earnings and profits is subject to different rules. This portion is a tax-free return of capital to the extent of your basis in PLC’s shares or ADSs, and thereafter is treated as a gain on a disposition of the shares or ADSs. PLC does not maintain calculations of its earnings and profits in accordance with US Federal Income Tax accounting principles. You should therefore assume that any distribution by PLC with respect to the shares will be reported as ordinary dividend income. You should consult your own tax advisers with respect to the appropriate US Federal Income Tax treatment of any distribution received from us.
Dividends received by an individual will be taxed at a maximum rate of 15% or 20%, depending on the income level of the individual, provided the individual has held the shares or ADSs for more than 60 days during the 121-day period beginning 60 days before the ex-dividend date, that PLC is a qualified foreign corporation and certain other conditions are satisfied. PLC is a qualified foreign corporation for this purpose. In addition, an additional tax of 3.8% will apply to dividends and other investment income received by individuals with incomes exceeding certain thresholds. The dividend is not eligible for the dividends received deduction allowable to corporations. The dividend is foreign source income for US foreign tax credit purposes.
For US Federal Income Tax purposes, the amount of any dividend paid in a non-US currency will be included in income in a US dollar amount calculated by reference to the exchange rate in effect on the date the dividends are received by you or the depositary (in the case of ADSs), regardless of whether they are converted into US dollars at that time. If the non-US currency is converted into US dollars on the day they are received, you generally will not be required to recognise foreign currency gain or loss in respect of this dividend income.
UK taxation on capital gains
Under United Kingdom law, when you dispose of shares or ADSs you may be liable to pay United Kingdom tax in respect of any gain accruing on the disposal.
However, if you are either:
■an individual who is not resident in the United Kingdom for the year in question; or
■a company which is not resident in the United Kingdom when the gain accrues
you will generally not be liable to United Kingdom tax on any gains made on disposal of your shares or ADSs.
There are exceptions to this general rule, two of which are: if the shares or ADSs are held in connection with a trade or business which is conducted in the United Kingdom through a branch, agency or permanent establishment; or if the shares or ADSs are held by an individual who becomes resident in the UK having left the UK for a period of non-residence of five years or less and who was resident for at least four of the seven tax years prior to leaving the UK. In such cases, you may be liable to United Kingdom tax in respect of the disposal of shares or ADSs.
United States taxation on capital gains
A US person generally will recognise capital gain or loss for US Federal Income Tax purposes equal to the difference, if any, between the amount realised on the sale and the US person’s adjusted tax basis in the shares or ADSs, in each case as determined in US dollars. US persons should consult their own tax advisers about how to determine the US dollar value of any foreign currency received as proceeds on the sale of shares or ADSs and the treatment of any foreign currency gain or loss upon conversion of the foreign currency into US dollars. The capital gain or loss recognised on the sale will be long-term capital gain or loss if the US person’s holding period in the shares or ADSs exceeds one year. Non-corporate US persons are subject to tax on long-term capital gain at reduced rates. The deductibility of capital losses is subject to limitations.
UK inheritance tax
Under the current estate and gift tax convention between the United States and the United Kingdom, shares or ADSs (regardless of whether they are situated in the United Kingdom for inheritance tax purposes) held by an individual shareholder who is:
■domiciled for the purposes of the convention in the
United States; and
United States; and
■not for the purposes of the convention a national of the
United Kingdom
United Kingdom
will generally not be subject to United Kingdom inheritance tax:
■on the individual’s death; or
■on a gift of the shares during the individual’s lifetime.
Where shares or ADSs are held on trust, they will generally not be subject to United Kingdom inheritance tax where the settlor at the
time of the settlement:
time of the settlement:
■was domiciled for the purposes of the convention in the United States; and
■was not for the purposes of the convention a national of the United Kingdom.
An exception is if the shares or ADSs are part of the business property of a permanent establishment of the shareholder in the United Kingdom or, in the case of a shareholder who performs independent personal services, pertain to a fixed base situated in the United Kingdom.
Where shares or ADSs are subject to United Kingdom inheritance tax and United States federal gift or federal estate tax, the amount of the tax paid in one jurisdiction can generally be credited against the tax due in the other jurisdiction.
Unilever Annual Report on Form 20-F 2022 | Financial Statements | 231 | |||||||
| Additional information for US listing purposes | ||||||||
Where a United Kingdom inheritance tax liability is prima facie not payable by virtue of the convention, that tax can become payable if any applicable federal gift or federal estate tax on the shares or ADSs in the United States is not paid.
Where shares are dealt with through a clearing system or in the form of ADSs, the situs of the shares may not be determinative of the situs of the interests held by holders through such system or of such ADSs for United Kingdom inheritance tax purposes. Where shares are dealt with through Euroclear Nederland, there are arguments that the interests of participants in Euroclear Nederland will be situated outside the United Kingdom for the purposes of United Kingdom inheritance tax so long as Euroclear Nederland maintains the book-entry register of such participants’ interests outside the United Kingdom, although HMRC may not accept this analysis. Similarly, there are arguments that ADSs registered on a register outside the United Kingdom will be situated outside the United Kingdom for the purposes of United Kingdom inheritance tax, although again HMRC may not accept this analysis. Shareholders to whom this may be relevant should consult an appropriate professional adviser.
If the ADSs or the shares dealt with through Euroclear Nederland or both are not situated in the United Kingdom, a gift of such ADSs or such shares by, or the death of, an individual holder of such assets who is neither domiciled nor deemed to be domiciled (under certain rules relating to long residence or previous domicile) in the United Kingdom will not generally give rise to a liability to United Kingdom inheritance tax regardless of whether the estate and gift tax convention between the United States and the United Kingdom applies. Special rules may also apply to such ADSs or such shares dealt with through Euroclear Nederland which are held on trust.
UK stamp duty and stamp duty reserve tax
The statements in this section are intended as a general guide to the current United Kingdom stamp duty and stamp duty reserve tax ('SDRT') position. Special rules apply to certain transactions such as transfers of the shares to a company connected with the transferor and those rules are not described below. Investors should also note that certain categories of person are not liable to stamp duty or SDRT and others may be liable at a higher rate or may, although not primarily liable for tax, be required to notify and account for SDRT under the Stamp Duty Reserve Tax Regulations 1986.
Issue of shares
Subject to the points noted below in respect of shares issued to clearance services (such as Euroclear Nederland) or which are issued into a depositary receipt system where the shares are to be held in ADS form, no stamp duty or SDRT will arise on the issue of shares in registered form by PLC.
Transfer of shares
Except in relation to clearance services and depositary receipt systems (to which special rules outlined below apply), stamp duty at the rate of 0.5 per cent (rounded up to the next multiple of £5) of the amount or value of the consideration given will generally be payable on an instrument transferring PLC shares. A charge to SDRT will also generally arise on an unconditional agreement to transfer PLC shares (at the rate of 0.5 per cent of the amount or value of the consideration payable). However, if within six years of the date of the agreement becoming unconditional, an instrument of transfer is executed pursuant to the agreement, and stamp duty is paid on that instrument, any SDRT already paid will be refunded (generally, but not necessarily, with interest) provided that a claim for repayment is made, and any outstanding liability to SDRT will be cancelled. The liability to pay stamp duty or SDRT is generally satisfied by the purchaser or transferee.
Shares held through clearance services including Euroclear Nederland
Special rules apply where shares are issued or transferred to, or to a nominee or agent for, a person providing a clearance service. In such circumstances, SDRT or stamp duty may be charged at a rate of 1.5 per cent, with subsequent transfers within the clearance service then being free from SDRT and stamp duty (except in relation to clearance service providers that have made an election under section 97A(1) of the Finance Act 1986 which has been approved by HMRC, to which the special rules apply).
In light of EU case law, HMRC accepted that the 1.5 per cent charge is in breach of EU law so far as it applies to issues of shares or to transfers of shares that are an integral part of a share issue. This EU case law will continue to be recognised and followed pursuant to the provisions of the European Union (Withdrawal) Act 2018 (the 'EUWA').
HMRC’s published view is that the 1.5 per cent. SDRT or stamp duty charge continues to apply to other transfers of shares into a clearance service, although this has been disputed. In view of the continuing uncertainty, specific professional advice should be sought before incurring a 1.5 per cent stamp duty or SDRT charge in any circumstances. Any liability for stamp duty or SDRT in respect of a transfer of shares into a clearance service, or in respect of a transfer of shares within such a service, which does arise will strictly be accountable by the clearance service or its nominee but may, in practice, be payable by the relevant participant in the clearance service.
Shares held in ADS form
On the basis of EU case law referred to above and the EUWA, there should be no stamp duty or SDRT on an issuance of shares into a depositary receipt system where such transfer is an integral part of the raising of capital by the company concerned. A transfer of shares into a depositary receipt system may be subject to SDRT or stamp duty may be charged at a rate of 1.5 per cent, with subsequent transfers of depositary receipts then being free from SDRT.
Any liability for stamp duty or SDRT in respect of a transfer of shares into a depositary receipt system which does arise will strictly be accountable by the depositary receipt system operator or its nominee but may, in practice, be payable by the relevant holder of the depositary receipts.
An issue of ADSs by Deutsche Bank Trust Company Americas as depositary in respect of the ADSs will not be subject to stamp duty or SDRT. An agreement for the transfer of ADSs will not be subject to SDRT but a charge to stamp duty will technically arise on the transfer of ADSs if it is executed in the UK or relates to any property situated, or to any matter or thing done or to be done, in the UK. However, the only sanction for failing to pay such stamp duty is that the instrument of transfer cannot be produced as evidence in a UK court. Therefore, no UK stamp duty should in practice be payable on the acquisition or transfer of existing ADSs or transfer of beneficial ownership of ADSs.
US backup withholding and information reporting
Payments of dividends and other proceeds with respect to ordinary shares or ADSs by a US (or US connected) paying agent or a US (or US connected) intermediary will be reported to you and to the IRS as may be required under applicable regulations. Backup withholding may apply to these payments if you fail to provide an accurate taxpayer identification number or certification of exempt status or fail to comply with applicable certification requirements. Some holders are not subject to backup withholding. You should consult your tax adviser as to your qualification for an exemption from backup withholding and the procedure for obtaining an exemption.
Disclosure requirements for US individual holders
US individuals that hold certain specified non-US financial assets, including stock in a non-US corporation, with values in excess of certain thresholds are required to file Form 8938 with their US Federal Income Tax return. Such Form requires disclosure of information concerning such non-US assets, including the value of the assets. Failure to file the Form when required is subject to penalties. An exemption from reporting applies to non-US assets held through a US financial institution generally including a non-US branch or subsidiary of a US institution and a US branch of a non-US institution. Investors are encouraged to consult with their own tax advisers regarding the possible application of this disclosure requirement to their investment in the shares or ADSs.
232 | Unilever Annual Report on Form 20-F 2022 | Financial Statements | ||||
| Additional information for US listing purposes | ||||||||
Description of securities other than equity securities
Deutsche Bank serves as the depositary (Depositary) for PLC’s American Depositary Receipt Programme.
Depositary fees and charges for PLC
Under the terms of the Deposit Agreement for the PLC American Depositary Shares (ADSs), an ADS holder may have to pay the following service fees to the depositary bank:
■Issuance of ADSs: up to US 5¢ per ADS issued.
■Cancellation of ADSs: up to US 5¢ per ADS cancelled.
■Processing of dividend and other cash distributions not made pursuant to a cancellation or withdrawal: up to US 5¢ per ADS held.
An ADS holder will also be responsible for paying certain fees and expenses incurred by the depositary bank and certain taxes and governmental charges such as:
■fees for the transfer and registration of shares charged by the registrar and transfer agent for the shares in the United Kingdom (i.e. upon deposit and withdrawal of shares);
■expenses incurred for converting foreign currency into US dollars;
■expenses for cable, telex and fax transmissions and for delivery of securities;
■taxes and duties upon the transfer of securities (i.e. when shares are deposited or withdrawn from deposit);
■fees and expenses incurred in connection with the delivery or servicing of shares on deposit; and
■fees incurred in connection with the distribution of dividends.
Depositary fees payable upon the issuance and cancellation of ADSs are typically paid to the depositary bank by the brokers (on behalf of their clients) receiving the newly issued ADSs from the depositary bank and by the brokers (on behalf of their clients) delivering the ADSs to the depositary bank for cancellation. The brokers in turn charge these transaction fees to their clients.
Note that the fees and charges an investor may be required to pay may vary over time and may be changed by us and by the depositary bank. Notice of any changes will be given to investors.
Depositary payments – fiscal year 2022
Deutsche Bank has been the depositary bank for its American Depositary Receipt Programme since 1 July 2014. Under the terms of the Deposit Agreement, PLC is entitled to certain reimbursements, including processing of cash distributions, reimbursement of listing fees (NYSE), reimbursement of settlement infrastructure fees (including DTC feeds), reimbursement of proxy process expenses (printing, postage and distribution), dividend fees and program-related expenses (that include expenses incurred from the requirements of the US Sarbanes-Oxley Act of 2002). In relation to 2022, PLC received $4,225,900 from Deutsche Bank.
Defaults, dividend arrearages and delinquencies
Defaults Programme
There has been no material default in the payment of principal, interest, a sinking or purchase fund instalment or any other material default relating to indebtedness of the Group.
Dividend arrearages and delinquencies
There have been no arrears in payment of dividends on, and material delinquency with respect to, any class of preferred stock of any significant subsidiary of the Group.
Articles of association
Lapse of distributions
Any PLC dividend unclaimed after 12 years from the date of the declaration of the dividend by PLC reverts to PLC. Any unclaimed dividends may be invested or otherwise applied for the benefit of PLC while they are claimed. PLC may also cease to send any cheque for any dividend on any shares normally paid in that manner if the cheques in respect of at least two consecutive dividends have been returned to PLC or remain uncashed.
Unilever N.V., the former parent company of the Unilever Group alongside PLC, was merged in to PLC and dissolved in November 2020 (Unification). The time periods for the right to claim cash dividends or the proceeds of share distributions declared by Unilever N.V. before Unification will remain at 5 and 20 years, respectively, after the first day the dividend or share distribution was obtainable from Unilever N.V. Any such unclaimed amounts will revert to Unilever PLC after the expiry of these time periods.
Redemption provisions and capital call
Outstanding PLC ordinary shares cannot be redeemed. PLC may make capital calls on money unpaid on shares and not payable on a fixed date. PLC has only fully paid shares in issue.
Modification of rights
Modifications to PLC's Articles of Association must be approved by a general meeting of shareholders.
Modifications that prejudicially affect the rights and privileges of a class of PLC shareholders require the written consent of three-quarters of the affected holders (excluding treasury shares) or a special resolution passed at a general meeting of the class at which at least two persons holding or representing at least one-third of the paid-up capital (excluding treasury shares) must be present. Every shareholder is entitled to one vote per share held on a poll and may demand a poll vote. At any adjourned general meeting, present affected class holders may establish a quorum.
Required majorities
Resolutions are usually adopted at the Company's General Meetings by an absolute majority of votes cast, unless there are other requirements under the applicable laws or the Company's Articles. For example, there are special requirements for resolutions relating to the alteration of the Articles of Association and the liquidation of the Company. A proposal to alter the Articles of the Company can be made either by the Company's Board or by requisition of shareholders in accordance with the UK Companies Act 2006. Unless expressly specified to the contrary in the Company's Articles, the Company's Articles may be amended by a special resolution. The Company's Articles can be found on our website.
Unilever Annual Report on Form 20-F 2022 | Financial Statements | 233 | |||||||
| Additional information for US listing purposes | ||||||||
Purchases of equity securities
Share purchases during 2022
Please also refer to ‘Our shares’ section on page #.
34,217,605 PLC ordinary shares or ADSs were purchased by or on behalf of PLC or any 'affiliated purchaser', as defined in Section 10b-18(a)(3) of the US Securities Exchange Act of 1934, during the period covered by this annual report on Form 20-F.
Between 31 December 2022 and 21 February 2023 (the latest practicable date for inclusion in this report), PLC did not conduct any share repurchases.
Management’s report on internal control over financial reporting
In accordance with the requirements of Section 404 of the US Sarbanes-Oxley Act of 2002, the following report is provided by management in respect of the Group’s internal control over financial reporting (as defined in rule 13a–15(f) or rule 15d–15(f) under the US Securities Exchange Act of 1934):
■Unilever’s management is responsible for establishing and maintaining adequate internal control over financial reporting for the Group;
■Unilever’s management has used the Committee of Sponsoring Organizations of the Treadway Commission (COSO) framework (2013) to evaluate the effectiveness of our internal control over financial reporting. Management believes that the COSO framework (2013) is a suitable framework for its evaluation of our internal control over financial reporting because it is free from bias, permits reasonably consistent qualitative and quantitative measurements of internal controls, is sufficiently complete so that those relevant factors that would alter a conclusion about the effectiveness of internal controls are not omitted and is relevant to an evaluation of internal control over financial reporting;
■Management has assessed the effectiveness of internal control over financial reporting as of 31 December 2022, and has concluded that such internal control over financial reporting is effective. Management’s assessment and conclusion excludes Nutraceutical Wellness, Inc. (Nutrafol) from this assessment, as this entity was acquired on 7 July 2022. This entity is included in our 2022 consolidated financial statements, and constituted 1.6% of our total assets as at 31 December 2022 and 0.3% of total turnover for the year ended 31 December 2022; and
■KPMG LLP, who have audited the consolidated financial statements of the Group for the year ended 31 December 2022, have also audited the effectiveness of internal control over financial reporting as at 31 December 2022 and have issued an attestation report on internal control over financial reporting.
Principal accountant fees and services
Our independent registered public accounting firm is KPMG LLP, London, United Kingdom, Auditor Firm ID: 1118
| € million | € million | € million | |||||||||
| 2022 | 2021 | 2020 | |||||||||
Audit fees(a) | 23 | 22 | 19 | ||||||||
Audit-related fees(b)(c) | 1 | 6 | 7 | ||||||||
Tax fees(d) | – | – | – | ||||||||
All other fees(d) | – | – | – | ||||||||
(a)Amount payable to KPMG in respect of services supplied to associated pension schemes was less than €1 million individually and in aggregate (2021: less than €1 million individually and in aggregate; 2020: 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)Includes audit of carve-out financial statements of ekaterra (2021: €5 million, 2020: €6 million). 2020 also includes €1 million for assurance work on Unification.
(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 (2021: less than €1 million, 2020: less than €1 million).
234 | Unilever Annual Report on Form 20-F 2022 | Financial Statements | ||||
| Additional information for US listing purposes | ||||||||
Guarantor statements
On 13 August 2020, Unilever N.V. (NV) and Unilever Capital Corporation (UCC) filed a US Shelf registration, which was unconditionally and fully guaranteed, jointly and severally, by NV, Unilever PLC (PLC) and Unilever United States, Inc. (UNUS) and that updated the NV and UCC US Shelf registration filed on 27 July 2017, which was unconditionally and fully guaranteed, jointly and severally, by NV, PLC and UNUS.
As a result of Unification, PLC assumed NV’s liabilities in relation to debt issued under the US shelf registration programme. UCC and UNUS are each indirectly 100% owned by PLC and consolidated in the financial statements of the Unilever Group. In relation to the US Shelf registration, US$10.75 billion of Notes were outstanding at 31 December 2022 (2021: US$12.1 billion; 2020: US$11.5 billion) with coupons ranging from 0.375% to 5.900%. These Notes are repayable between 22 March 2023 and 12 August 2051.
All debt securities issued by UCC are senior, unsecured, and unsubordinated and are fully and unconditionally guaranteed, on a joint and several basis, by PLC and UNUS.
In March 2020, the SEC amended Rule 3-10 of Regulation S-X and created Rule 13-01 to simplify disclosure requirements related to certain registered securities, which we have adopted effective immediately. As noted above UCC and UNUS are 100% subsidiaries of Unilever PLC and are consolidated in the financial statements of the Unilever Group. In addition, there are no material assets in the guarantor entities apart from intercompany investments and balances. Therefore, as allowed under Rule 13-01, we have excluded the summarised information for each issuer and guarantor.
The guarantees provide that, in case of the failure of the relevant issuer to punctually make payment of any principal, premium or interest, each guarantor agrees to ensure such payment is made when due whether at the stated maturity or by declaration of acceleration, call for redemption or otherwise. The guarantees also provide that the Trustee shall be paid any and all amounts due to it under the guarantee upon which the debt securities are endorsed.
Unilever Annual Report on Form 20-F 2022 | Financial Statements | 235 | |||||||
| 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. Forward-looking statements also include, but are not limited to, statements and information regarding the Unilever Group’s (the ‘Group’) emissions reduction targets and other climate change related matters (including actions, potential impacts and risks associated therewith). These forward-looking statements are based upon current expectations and assumptions regarding anticipated developments and other factors affecting the Group. They are not historical facts, nor are they guarantees of future performance or outcomes.
Because these forward-looking statements involve risks and uncertainties, there are important factors that could cause actual results to differ materially from those expressed or implied by these forward-looking statements. Among other risks and uncertainties, the material or principal factors which could cause actual results to differ materially are: Unilever’s global brands not meeting consumer preferences; Unilever’s ability to innovate and remain competitive; Unilever’s investment choices in its portfolio management; the effect of climate change on Unilever’s business; Unilever’s ability to find sustainable solutions to its plastic packaging; 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. A number of these risks have increased as a result of the current war in Ukraine.
These forward-looking statements speak only as of the date of this document. Except as required by any applicable law or regulation, the Group expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Group’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.
This document also contains data on the Group’s Scope 1, 2 and 3 emissions. Scope 1 and 2 emissions data is relatively easy to gather as it relates to emissions from the Group’s own activities and supplied heat, power and cooling. Scope 3 emissions relate to other organisations’ emissions and is therefore subject to a range of uncertainties, including that data used to model lifecycle footprints is typically industry-standard data rather than relating to individual suppliers; lifecycle models such as the Group’s cover many but not all products and markets; and international standards and protocols governing emissions calculations and categorisations evolve, as do accepted norms regarding terminology such as carbon neutral and net zero. As value chain emissions data improves, shifting over time from generic modelled data to more specific data, the data reported in this document is likely to evolve.
Further details of potential risks and uncertainties affecting the Group are described in the Group’s filings with the London Stock Exchange, Euronext Amsterdam and the US Securities and Exchange Commission, including in the Annual Report on Form 20-F 2022.
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 2022 is available, free of charge, upon request to Unilever, Investor Relations Department, 100 Victoria Embankment, London EC4Y 0DY, United Kingdom.
This document comprises regulated information within the meaning of Sections 1:1 and 5:25c of the Act on Financial Supervision (‘Wet op het financieel toezicht (Wft)’) in the Netherlands.
The brand names shown in this report are trademarks owned by or licensed to companies within the Group.
References in this document to information on websites (and/or social media sites) are included as an aid to their location and such information is not incorporated in, and does not form part of, the Unilever Annual Report on Form 20-F 2022.
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For further information about
Unilever, please visit our website:
www.unilever.com
Unilever PLC Head Office
100 Victoria Embankment
London EC4Y 0DY
United Kingdom
T +44 (0)20 7438 2800
Registered Office Unilever PLC Port Sunlight
Wirral
Merseyside CH62 4ZD
United Kingdom
Registered in England and Wales
Company Number: 41424
| Unilever PLC – 20-F Exhibit List | ||||||||
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| 101 | The following financial information from Unilever PLC’s Annual Report on Form 20-F for the fiscal year ended December 31, 2021, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) consolidated income statement for the years ended December 31, 2021, 2020 and 2019, (ii) consolidated statement of comprehensive income for the years ended 31 December 2021, 2020 and 2019, (iii) consolidated statement of changes in equity for the year ended 31 December 2021, 2020 and 2019, (iv) consolidated balance sheet as of December 31, 2021 and 2020, (vi) consolidated cash flow statement for the years ended December 31, 2021, 2020 and 2019, and (vii) notes to the consolidated financial statements. | ||||||||||
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101). | ||||||||||
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 99.1 of post-effective amendment to Form F-3 (File No: 333-245589) filed with the SEC on November 30, 2020. | ||||
| 2 | Incorporated by reference to Exhibit 99(A) of Form F-6 (File No: 333-196985) filed with the SEC on June 24, 2014. | ||||
| 3 | Incorporated by reference to Exhibit 2.5 of Form 20-F (File No: 001-04546) filed with the SEC on March 9, 2020. | ||||
| 4 | Incorporated by reference to Exhibit 4.1 of Form 20-F (File No: 001-04546) filed with the SEC on March 10, 2021. | ||||
| 5 | Incorporated by reference to Exhibit 99.1 of Form S-8 (File No: 333-185299) filed with the SEC on December 6, 2012. | ||||
| 6 | Incorporated by reference to Exhibit 4.5 of Form 20-F (File No: 001-04546) filed with the SEC on March 28, 2002. | ||||
| 7 | Incorporated by reference to Exhibit 4.7 of Form 20-F (File No: 001-04546) filed with the SEC on March 28, 2002. | ||||
| 8 | Incorporated by reference to Exhibit 4.8 of Form 20-F (File No: 001-04546) filed with the SEC on March 4, 2011. | ||||
| 9 | Incorporated by reference to Exhibit 4.9 of Form 20-F (File No: 001-04546) filed with the SEC on February 28, 2018. | ||||
| 10 | The required information is set forth on pages 176 to 186 of the Annual Report on Form 20-F 2021. | ||||
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorised the undersigned to sign this Annual Report on its behalf.
| Unilever PLC. | ||
(Registrant) | ||
/s/ M.Varsellona | ||
| M. Varsellona | ||
Chief Legal Officer and Group Secretary | ||
Date: 13 March 2023 | ||
