FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT OF FOREIGN ISSUER
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the month of November, 2005
UNILEVER N.V.
(Translation of registrant's name into English)
WEENA 455, 3013 AL, P.O. BOX 760, 3000 DK, ROTTERDAM, THE NETHERLANDS
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F.
Form 20-F..X.. Form 40-F.....
Indicate by check mark if the registrant is submitting the Form 6-K in paper
as permitted by Regulation S-T Rule 101(b)(1):_____
Indicate by check mark if the registrant is submitting the Form 6-K in paper
as permitted by Regulation S-T Rule 101(b)(7):_____
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ..... No ..X..
If "Yes" is marked, indicate below the file number assigned to the registrant
in connection with Rule 12g3-2(b): 82- ________
Exhibit 99 attached hereto is incorporated herein by reference.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
UNILEVER N.V.
/S/ A. BURGMANS
By A. BURGMANS
CHAIRMAN
/S/ J.A.A. VAN DER BIJL
By J.A.A. VAN DER BIJL
SECRETARY
Date: November 03 2005
EXHIBIT INDEX
-------------
EXHIBIT NUMBER EXHIBIT DESCRIPTION
99 Notice to Euronext, Amsterdam dated 03 November 2005
3rd Quarter Results
Exhibit 99
THIRD QUARTER RESULTS 2005 AND INTERIM DIVIDENDS
Continued progress towards improving competitiveness.
FINANCIAL HIGHLIGHTS
(unaudited)
Third Quarter 2005 EUR million Nine Months 2005
Current Current Constant Current Current Constant
rates rates rates rates rates rates
Continuing
operations:
10 224 4% 2% Turnover 29 591 3% 2%
1 594 (4)% (6)% Operating profit 4 251 (6)% (6)%
1 453 (4)% (5)% Pre-tax profit 3 835 (7)% (7)%
1 025 (11)% (12)% Net profit from 2 776 (8)% (8)%
continuing
operations
Total operations:
1.46 25% 24% EPS NV (Euros) 3.17 6% 6%
21.86 25% 24% EPS PLC (Euro cents) 47.49 6% 6%
Interim dividend of EUR0.66 per NV ordinary share and 6.77p per PLC ordinary
share.
KEY FEATURES OF THE QUARTER
-Underlying sales grew by 3.5%, entirely from volume.
-Aggregate market shares are stable.
-Cost saving programmes and an improved mix more than compensated for
higher input costs.
-The step-up in advertising and promotions continued in the quarter.
Operating margin was 15.6%.
-Total earnings per share grew by 25%, including a net profit of EUR448
million on the sale of UCI.
CHIEF EXECUTIVE'S COMMENT
This is now the fourth quarter of improved sales performance. I remain
encouraged with the overall progress made in increasing competitiveness while
driving cost efficiency.
The higher and more consistent weight of market investment behind our priorities
is showing through in continued volume growth and stable market shares, with
some gains in key battlegrounds. To date, there has been a pick-up in growth in
Personal Care, in Developing and Emerging markets and from Vitality inspired
innovation. However Western Europe remains difficult and we have not yet made
the progress in restoring growth that we have elsewhere.
Our savings programmes are delivering well and, together with an improved mix,
they have enabled us to fully offset the impact of higher input costs.
We are making good progress with the move to 'One Unilever' around the world,
which will enable us to realise the potential of our scale in each country while
simplifying the business.
The new organisation is sharpening attention on both consumer relevant
innovation and our relationships with our customers. These changes will take
time to gain full traction and are key to supporting future growth.
Patrick Cescau
Group Chief Executive
3 November 2005
Unilever has adopted International Financial Reporting Standards (IFRS). These
apply to both the prior year comparators and the current year results. In
addition, the condensed interim financial statements are now shown only at
current exchange rates, while percentage year-on-year changes are shown at both
current and constant exchange rates to facilitate comparison. Further
information on the impact of IFRS can be found on page 10 and on the Unilever
website at www.unilever.com/ourcompany/investorcentre/.
In the following commentary sales growth is stated on an underlying basis at
constant exchange rates and excluding the effects of acquisitions and disposals.
Turnover includes the impact of exchange rates and acquisitions and disposals.
Unilever uses 'constant rate' and 'underlying' measures primarily for internal
performance analysis and targeting purposes. Unilever believes that such
measures provide additional information for shareholders on underlying business
performance trends. Such measures are not defined under IFRS or US GAAP and are
not intended to be a substitute for GAAP measures of turnover and profit.
THIRD QUARTER AND NINE MONTHS FINANCIAL RESULTS
Underlying sales grew by 3.5% in the quarter, with volume increasing by 3.6%. In
the first nine months, underlying sales grew by 4.2%, including close to 1.5%
from the additional days in the first quarter.
Turnover was 4.5% ahead in the quarter, benefiting by 2.4% from favourable
currency movements and with a reduction of 1.5% from business disposals.
Operating margin was 15.6% in the quarter. The margin in the quarter was 1.4
percentage points lower than a year ago as a result of a higher level of
advertising and promotional support for our brands. Savings programmes and an
improved mix more than offset the impact of higher input costs. Net
restructuring costs were at a similar level to last year.
For the first nine months, the operating margin was 14.4%, 1.3 percentage points
below the same period last year. This was driven by a higher level of investment
in advertising and promotions, and an impairment charge for Slim-Fast in the
second quarter, partly offset by lower net restructuring costs.
Operating profit decreased by 4% in the quarter and by 6% for the year to date.
Net financing costs excluding pensions were unchanged in the quarter as the
benefits of a lower level of net debt were offset by the effect of higher
interest rates.
The tax rate was 29% in the quarter compared with a rate of 24% in the same
period last year, which included a significant benefit from a number of
non-recurring items.
Net profit from continuing operations decreased by 11% in the quarter and by 8%
in the year to date with negligible impact from currency movements.
Net profit from discontinued operations included a gain of EUR448 million after
tax on the disposal of Unilever Cosmetics International (UCI). Including this,
total earnings per share increased by 25% in the quarter and is ahead by 6% in
the first nine months.
CASH FLOW
Cash and cash equivalents increased by EUR0.5 billion during the first nine
months of 2005, an increase of EUR0.9 billion over the same period last year.
Net cash flow from operating activities, which is net of tax payments, was
EUR2.8 billion for the nine months, a decrease of EUR0.6 billion on 2004. Of
this decrease, EUR0.4 billion comes from a higher outflow for working capital in
2005 following a particularly low level achieved at the end of 2004. Operating
profit excluding disposal profits and non-cash items such as impairments and
depreciation was EUR0.2 billion lower.
Net cash flow from investing activities was EUR1.0 billion higher than last
year, reflecting higher disposal receipts (including EUR0.6 billion from the
sale of Prestige fragrances) and net movements in investments with maturity
greater than three months. Net cash flow used in financing activities fell by
EUR0.5 billion, reflecting an additional EUR0.5 billion used on dividends and
purchases of treasury stock, offset by lower repayments of borrowings.
BALANCE SHEET
Goodwill and intangibles have increased by EUR1.1 billion since 1 January.
Currency movements added EUR1.5 billion, offset by Slim-Fast impairment and
disposals. Inventories and trade receivables were EUR1.4 billion higher,
reflecting currency movements and the low position achieved at the end of 2004.
Net debt was EUR10.4 billion at the period end, a decrease of EUR0.8 billion
from the start of the year. Purchases of treasury stock were EUR0.8 billion and
the proceeds of business disposals (including UCI) EUR0.8 billion. The EUR1.4
billion reduction in net debt on conversion of the EUR0.05 preference shares was
largely offset by adverse currency movements.
Total equity has increased by EUR3.2 billion since 1 January. Net profit added
EUR3.2 billion and currency retranslation added EUR0.6 billion. Treasury stock,
which is deducted from equity, was used for the conversion of the EUR0.05
preference shares. This reduced borrowings by EUR1.4 billion and increased
equity by the same amount. Subsequent purchases of treasury stock and the 2004
dividend reduced equity by EUR0.8 billion and EUR1.2 billion respectively.
THIRD QUARTER PERFORMANCE BY REGION
EUROPE
Market conditions overall remain difficult. We continue to perform well in
Central and Eastern Europe in growing markets. However in Western Europe our
markets are flat.
Against this background, underlying sales for the region as a whole declined by
2.0% in the quarter, with a significant impact from pricing actions to improve
competitiveness.
In Foods, savoury and dressings grew in the quarter, with important
contributions from Vitality inspired innovations. However ice cream sales slowed
in the latter part of the summer and declined markedly in the quarter.
Nonetheless, over the full course of the ice cream season our market shares are
slightly up both in impulse and take-home.
In Personal Care there was growth across all our main categories, driven by a
strong performance in Central and Eastern Europe. In Home Care, sales in laundry
were disappointing and we have lost market share, while household care grew in
the quarter.
Across all our categories we are continuing to focus on ensuring that our brands
are competitively priced and consistently supported. At the same time we are
driving the organisational transformation to sharpen both innovation and the way
we partner with customers.
Recent launches have included Knorr Vie shots, new products in the pro-activ
heart health range, soups fortified with vitamins and low fat soups. In Personal
Care we have introduced a Rexona sport variant in deodorants, Axe shower gel and
Sunsilk hair styling products.
We have further improved our Home Care product range with launches that address
specific consumer needs such as Domestos drain unblocker, Sun 4-in-1 dishwash
and 'no-need-to-pre-treat' laundry detergents.
The operating margin was 17.0%. This was 2.5 percentage points lower than last
year, reflecting higher advertising and promotional spend and a higher level of
net restructuring cost.
For the first nine months the operating margin was 17.1%, compared with 16.9% in
the same period last year.
THE AMERICAS
Our markets show good growth across most categories and countries. Underlying
sales increased by 5% in the quarter, entirely coming from additional volume.
In the US, aggregate market shares in Home and Personal Care have recovered to
the level of a year ago, and those in Foods are slightly ahead.
Growth in Personal Care across the region has been driven by good consumer
response to our market initiatives, including Vitality innovation and consistent
support. Laundry sales were flat in the quarter, with growth in Latin America
offset by lower sales in the US.
North American foods sales were well up, boosted by growth ahead of the market
in ice cream and continued good results from the extension of the Country Crock
and Bertolli brands into new categories. Foods in Latin America had a slower
quarter.
In the quarter the Dove 'cool moisture' range in the US was successfully
extended into hand and body creams. Axe in the US has broadened from deodorants
into body wash. In Latin America our brands have also been very successful in
connecting with younger consumers through Rexona 'teens' and innovative
communication for Axe.
In the US we have just launched all 'small and mighty' laundry detergent,
offering the convenience of the same cleaning power in a small bottle. We have
re-launched our Radiant laundry brands in Latin America delivering outstanding
whiteness performance.
In Foods, we have been strengthening the Vitality credentials of our brands in
the US with Promise heart health spread, Ragu organic and support for the
anti-oxidant properties of Lipton teas. AdeS continues to build across Latin
America with the distinctive nutrition benefits of 'soy with fruit'.
The operating margin in the quarter was 15.4%, 0.3 percentage points below last
year's level. Increases in advertising and promotions and higher input costs
were largely offset by cost savings and an improved mix.
For the first nine months the operating margin was 11.7%, compared with 15.9% in
the same period last year, and including 3.7 percentage points from the
impairment of Slim-Fast in the second quarter.
ASIA/AFRICA
Consumer demand across most of the region continues to be buoyant. We have been
maintaining our position in competitive markets, with stable shares in
aggregate.
The third quarter saw a further acceleration in underlying sales growth, to 11%,
mostly from volume. Growth was broad based across Foods and Home and Personal
Care categories and across countries.
A range of innovations have been introduced this year on both global and local
platforms.
In skin in India, Lux has been strengthened with new soap bars from the global
range, and an extensive promotional campaign celebrating 75 years of Lux in
India. Innovations in Pond's included a new 'mud range' in China.
This year's extensive programme behind our hair brands, such as Sunsilk, Dove,
Clinic, Clear and Lux Super Rich, is producing good results. This includes the
launch of Dove hair in Indonesia, a Sunsilk summer range across South East Asia,
a new variant for Lux Super Rich in China and a strengthened Sunsilk range
across several key markets in Africa and the Middle East.
New formulations for our laundry products include improved whiteness delivery
for Surf in Indonesia and a 'baby friendly' variant for Omo in Turkey.
In tea, we have substantially strengthened the Brooke Bond brand in India over
the past year and are gaining share in packaged tea. Meanwhile, Lipton is
benefiting from strong regional innovations, including Earl Grey and Green Tea
variants in markets such as Turkey and Arabia.
The operating margin was 13.7%, 0.6 percentage points lower than last year as
increased marketing investment and higher input costs were partly offset by
savings programmes, some price increases and a better mix.
For the first nine months the operating margin was 13.4%, in line with the same
period last year.
INTERIM DIVIDENDS
In accordance with the interim dividend policy, the interim dividend is set at
35% of last year's total dividend, based on the stronger of the two reporting
currencies of our parent companies, Euro and Sterling, over the first nine
months, which for this period was Euro. The interim dividend, to be paid on 2
December 2005, is therefore fixed at EUR0.66 per EUR0.51* ordinary share of
Unilever N.V. The interim dividend is set at 6.77p per 1.4p ordinary share of
Unilever PLC. The Unilever N.V. shares** will go ex-dividend on 4 November 2005
and the Unilever PLC shares will go ex-dividend on 16 November 2005.
*This amount is a representation in euros on the basis of Article 67c Book 2
of the Dutch Civil Code, rounded to two decimal places, of underlying Dutch
guilders, as these have not been converted into euros in Unilever N.V.'s
Articles of Association.
**Unilever N.V. ordinary shares and Unilever N.V. depositary receipts for
ordinary shares.
SAFE HARBOUR STATEMENT: This announcement 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
'expects', 'anticipates', 'intends' or the negative of these terms and other
similar expressions of future performance or results and their negatives are
intended to identify such forward-looking statements. These forward-looking
statements are based upon current expectations and assumptions regarding
anticipated developments and other factors affecting the Group. They are not
historical facts, nor are they guarantees of future performance. Because these
forward-looking statements involve risks and uncertainties, there are important
factors that could cause actual results to differ materially from those
expressed or implied by these forward-looking statements, including, among
others, competitive pricing and activities, consumption levels, costs, the
ability to maintain and manage key customer relationships and supply chain
sources, currency values, interest rates, the ability to integrate acquisitions
and complete planned divestitures, physical risks, environmental risks, the
ability to manage regulatory, tax and legal matters and resolve pending matters
within current estimates, legislative, fiscal and regulatory developments,
political, economic and social conditions in the geographic markets where the
Group operates and new or changed priorities of the Boards. 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 the Annual Report and Accounts on
Form 20-F. 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.
CONDENSED INTERIM FINANCIAL STATEMENTS
INCOME STATEMENT
(unaudited)
Third Quarter EUR million Nine Months
2005 2004 Increase/ 2005 2004 Increase/
(Decrease) (Decrease)
Current Constant Current Constant
rates rates rates rates
Continuing operations:
10 224 9 784 4% 2% Turnover 29 591 28 811 3% 2%
1 594 1 662 (4)% (6)% Operating profit 4 251 4 527 (6)% (6)%
After charging:
(6) - Impairment of Slim-Fast (359) -
(160) (163) Net finance costs (466) (493)
21 39 Finance income 122 117
(167) (185) Finance costs (546) (552)
(14) (17) Pensions and similar obligations (42) (58)
14 13 Share in net profit/(loss) of joint ventures 32 31
2 - Share in net profit/(loss) of associates (6) 2
3 3 Other income from non-current investments 24 35
1 453 1 515 (4)% (5)% Profit before taxation 3 835 4 102 (7)% (7)%
(428) (365) Taxation (1 059) (1 084)
1 025 1 150 (11)% (12)% Net profit from continuing operations 2 776 3 018 (8)% (8)%
449 24 Net profit from discontinued operations 463 28
1 474 1 174 26% 25% Net profit for the period 3 239 3 046 6% 7%
Attributable to:
57 45 Minority interests 157 147
1 417 1 129 26% 25% Shareholders' equity 3 082 2 899 6% 6%
Combined earnings per share
From total operations
1.46 1.17 25% 24% Per EUR 0.51 ordinary NV share (Euros) 3.17 2.99 6% 6%
21.86 17.49 25% 24% Per 1.4p ordinary PLC share (Euro cents) 47.49 44.79 6% 6%
Per EUR 0.51 ordinary NV share - diluted
1.41 1.12 26% 26% (Euros) 3.07 2.87 7% 7%
Per 1.4p ordinary PLC share - diluted
21.18 16.78 26% 26% (Euro cents) 46.03 42.98 7% 7%
From continuing operations
1.00 1.14 (13)% (14)% Per EUR 0.51 ordinary NV share (Euros) 2.69 2.96 (9)% (9)%
14.93 17.13 (13)% (14)% Per 1.4p ordinary PLC share (Euro cents) 40.35 44.36 (9)% (9)%
Per EUR 0.51 ordinary NV share - diluted
0.97 1.10 (12)% (13)% (Euros) 2.61 2.84 (8)% (8)%
Per 1.4p ordinary PLC share - diluted
14.48 16.43 (12)% (13)% (Euro cents) 39.12 42.57 (8)% (8)%
STATEMENT OF RECOGNISED INCOME AND EXPENSE
(unaudited)
EUR million Nine Months
2005 2004
Fair value gains/(losses) on financial instruments and
cash flow hedges net of tax 21 n/a
Actuarial gains/(losses) on pension schemes net of tax 14 (99)
Currency retranslation gains/(losses) net of tax 638 34
Net income/(expense) recognised directly in equity 673 (65)
Net profit for the period 3 239 3 046
Total recognised income and expense for the period 3 912 2 981
Attributable to:
Minority interests 200 147
Shareholders' equity 3 712 2 834
BALANCE SHEET
(unaudited)
EUR million As at As at As at
1 October 31 December 25 September
2005 2004 2004
Non-current assets
Goodwill and intangible assets 17 959 17 007 18 806
Property, plant and equipment 6 513 6 181 6 508
Pension asset for funded
schemes in surplus 749 625 747
Deferred tax assets 1 520 1 491 1 305
Other non-current assets 1 207 1 064 1 098
Total non-current assets 27 948 26 368 28 464
Assets held for sale 133 n/a n/a
Current assets
Inventories 4 319 3 756 4 180
Trade and other receivables due
within one year 5 082 4 131 4 818
Financial assets 356 1 013 1 005
Cash and cash equivalents 2 061 1 590 1 662
Total current assets 11 818 10 490 11 665
Current liabilities
Borrowings due within one year (6 101) (5 155) (5 677)
Trade payables and other
current liabilities (8 400) (8 232) (8 497)
Total current liabilities (14 501) (13 387) (14 174)
Net current assets/
(liabilities) (2 683) (2 897) (2 509)
Total assets less current
liabilities 25 398 23 471 25 955
Non-current liabilities
Borrowings due after one year 6 823 6 893 8 692
Pension liability for funded
schemes in deficit 2 341 2 291 2 287
Pension liability for unfunded
schemes 4 048 3 788 3 630
Deferred tax liabilities 807 789 1 125
Restructuring and other
provisions 1 364 1 364 814
Other non-current liabilities 779 717 797
Total non-current liabilities 16 162 15 842 17 345
Liabilities held for sale 14 n/a n/a
Equity
Shareholders' equity 8 813 7 264 8 236
Minority interests 409 365 374
Total equity 9 222 7 629 8 610
Total capital employed 25 398 23 471 25 955
MOVEMENTS IN EQUITY
(unaudited)
EUR million Nine Months
2005 2004
Equity at 31 December 2004 7 629 n/a
IFRS transition adjustment for financial instruments
(including preference shares) (1 564) n/a
Equity at 1 January 6 065 7 175
Total recognised income and expense for the period 3 912 2 981
Dividends (1 229) (1 140)
Conversion of preference shares 1 380 -
(Purchase)/sale of treasury stock (800) (353)
Share option credit 124 174
Dividends paid to minority shareholders (166) (181)
Currency retranslation gains/(losses) net of tax (64) (17)
Other movements in equity - (29)
Equity at the end of the period 9 222 8 610
CASH FLOW STATEMENT
(unaudited)
EUR million Nine Months
2005 2004
Operating activities
Cash flow from operating activities 4 009 4 493
Income tax paid (1 205) (1 106)
Net cash flow from operating activities 2 804 3 387
Investing activities
Interest received 156 77
Net capital expenditure (509) (591)
Acquisitions and disposals 740 100
Other investing activities 354 129
Net cash flow from/(used in) investing activities 741 (285)
Financing activities
Dividends paid on ordinary share capital (1 229) (1 120)
Interest and preference dividends paid (472) (473)
Change in borrowings and finance leases (333) (1 352)
Purchase of own shares (800) (337)
Other financing activities (165) (175)
Net cash flow from/(used in) financing activities (2 999) (3 457)
Net increase/(decrease) in cash and cash equivalents 546 (355)
Cash and cash equivalents at the beginning of the
year 1 406 1 428
Effect of foreign exchange rate changes (142) 388
Cash and cash equivalents at the end of period 1 810 1 461
ANALYSIS OF NET DEBT
(unaudited)
EUR million As at As at
1 October 1 January
2005 2005
Cash and cash equivalents as per cash flow
statement 1 810 1 406
Add: bank overdrafts deducted therein 252 184
Less: cash and cash equivalents in assets/
liabilities held for disposal (1) (8)
Cash and cash equivalents as per balance sheet 2 061 1 582
Financial assets 356 533
Borrowings due within one year (6 101) (6 448)
Borrowings due after one year (6 823) (7 221)
Derivatives and finance leases included in other
receivables and other liabilities 88 369
Net debt at the end of the period (10 419) (11 185)
GEOGRAPHICAL ANALYSIS
(unaudited)
Continuing operations - Third Quarter
EUR million Europe Americas Asia/Africa Total
Turnover
2004 4 267 3 091 2 426 9 784
2005 4 094 3 410 2 720 10 224
Change (4.1)% 10.3% 12.1% 4.5%
Impact of:
Exchange rates 0.2% 5.5% 2.1% 2.4%
Acquisitions 0.1% 0.0% 0.0% 0.1%
Disposals (2.4)% (0.3)% (1.3)% (1.5)%
Underlying sales growth (2.0)% 4.9% 11.2% 3.5%
Price (1.4)% 0.0% 1.6% (0.1)%
Volume (0.6)% 4.9% 9.5% 3.6%
Operating profit/(loss)
2004 830 486 346 1 662
2005 696 527 371 1 594
Change current rates (16.3)% 8.4% 7.4% (4.2)%
Change constant rates (16.4)% 4.2% 5.3% (5.9)%
Operating margin
2004 19.5% 15.7% 14.3% 17.0%
2005 17.0% 15.4% 13.7% 15.6%
Continuing operations - Nine Months
EUR million Europe Americas Asia/Africa Total
Turnover
2004 12 518 9 136 7 157 28 811
2005 12 269 9 658 7 664 29 591
Change (2.0)% 5.7% 7.1% 2.7%
Impact of:
Exchange rates 0.2% 1.1% (0.7)% 0.3%
Acquisitions 0.2% 0.0% 0.0% 0.1%
Disposals (2.5)% (0.8)% (1.8)% (1.8)%
Underlying sales growth 0.1% 5.5% 9.8% 4.2%
Price (1.1)% 0.3% 1.2% (0.1)%
Volume 1.2% 5.2% 8.6% 4.3%
Operating profit/(loss)
2004 2 114 1 455 958 4 527
2005 2 094 1 133 1 024 4 251
Change current rates (1.0)% (22.2)% 6.8% (6.1)%
Change constant rates (1.1)% (23.6)% 8.4% (6.3)%
Operating margin
2004 16.9% 15.9% 13.4% 15.7%
2005 17.1% 11.7% 13.4% 14.4%
Operating profit/(loss) of discontinued operations - Third Quarter
EUR million Europe Americas Asia/Africa Total
2004 17 14 (1) 30
2005 (1) - 1 -
Operating profit/(loss) of discontinued operations - Nine Months
EUR million Europe Americas Asia/Africa Total
2004 4 38 1 43
2005 1 20 1 22
CATEGORY ANALYSIS
(unaudited)
Continuing operations - Third Quarter
Savoury Spreads Ice cream Home Home
and and and care and
dressings cooking frozen Personal and Personal
EUR million products Beverages foods Foods care other Care Total
Turnover
2004 1 965 1 110 742 1 814 5 631 2 465 1 688 4 153 9 784
2005 2 051 1 079 764 1 799 5 693 2 760 1 771 4 531 10 224
Change 4.3% (2.8)% 3.0% (0.8)% 1.1% 12.0% 4.9% 9.1% 4.5%
Impact of:
Exchange rates 2.5% 1.7% 2.6% 1.3% 2.0% 2.6% 3.5% 2.9% 2.4%
Acquisitions 0.0% 0.0% 0.1% 0.3% 0.1% 0.0% 0.0% 0.0% 0.1%
Disposals (2.6)% (3.8)% (1.5)% (0.9)% (2.1)% (0.3)% (0.9)% (0.6)% (1.5)%
Underlying
sales growth 4.5% (0.7)% 1.8% (1.4)% 1.2% 9.5% 2.3% 6.6% 3.5%
Operating
profit/(loss)
2004 320 195 97 364 976 494 192 686 1 662
2005 297 200 111 325 933 496 165 661 1 594
Change current
rates (7.3)% 2.3% 14.7% (10.9)% (4.6)% 0.4% (13.9)% (3.6)% (4.2)%
Change
constant rates (9.6)% 2.1% 18.0% (11.9)% (5.4)% (2.5)% (17.3)% (6.6)% (5.9)%
Operating margin
2004 16.3% 17.6% 13.1% 20.1% 17.4% 20.0% 11.4% 16.5% 17.0%
2005 14.5% 18.5% 14.6% 18.0% 16.4% 17.9% 9.3% 14.6% 15.6%
Continuing operations - Nine Months
Savoury Spreads Ice cream Home Home
and and and care and
dressings cooking frozen Personal and Personal
EUR million products Beverages foods Foods care other Care Total
Turnover
2004 5 919 3 254 2 249 5 068 16 490 7 219 5 102 12 321 28 811
2005 6 064 3 173 2 254 5 152 16 643 7 733 5 215 12 948 29 591
Change 2.4% (2.5)% 0.3% 1.7% 0.9% 7.1% 2.2% 5.1% 2.7%
Impact of:
Exchange rates 0.6% 0.6% (0.1)% (0.1)% 0.3% (0.2)% 0.8% 0.2% 0.3%
Acquisitions 0.0% 0.0% 0.1% 0.4% 0.1% 0.0% 0.0% 0.0% 0.1%
Disposals (2.3)% (5.3)% (1.3)% (1.3)% (2.4)% (0.5)% (1.4)% (0.9)% (1.8)%
Underlying
sales growth 4.2% 2.3% 1.6% 2.7% 3.0% 7.9% 2.8% 5.8% 4.2%
Operating
profit/(loss)
2004 1 002 544 297 771 2 614 1 287 626 1 913 4 527
2005 1 009 590 (44) 797 2 352 1 353 546 1 899 4 251
Change current
rates 0.7% 8.4% (114.7)% 3.3% (10.0)% 5.1% (12.9)% (0.8)% (6.1)%
Change
constant rates 0.4% 8.8% (117.5)% 3.3% (10.4)% 5.6% (13.5)% (0.7)% (6.3)%
Operating margin
2004 16.9% 16.7% 13.2% 15.2% 15.9% 17.8% 12.3% 15.5% 15.7%
2005 16.6% 18.6% (1.9)% 15.5% 14.1% 17.5% 10.5% 14.7% 14.4%
Discontinued operations
Operating profit of discontinued operations for the third quarter of 2005 was
EUR0 million (2004: EUR30 million), and operating profit for the nine months was
EUR22 million (2004: EUR43 million). These amounts relate wholly to the Personal
Care category.
NOTES
(unaudited)
Adoption of IFRS
Unilever adopted International Financial Reporting Standards (IFRS) with effect
from 1 January 2005. This includes the early adoption of IAS 19 (revised 2004)
on employee benefits. Our transition date is 1 January 2004 as this is the start
date of the earliest period for which we will present full comparative
information under IFRS in our 2005 Annual Report and Accounts.
These condensed interim financial statements have been prepared in accordance
with IAS 34. The financial information is prepared under the historical cost
convention as modified by the revaluation of biological assets, financial assets
'available-for-sale investments' and 'at fair value through profit or loss', and
derivatives.
IFRS 1 mandates that most IFRS are applied fully retrospectively, meaning that
the opening balance sheet at 1 January 2004 is restated as if those accounting
policies had always been applied. There are certain limited exemptions to this
requirement. A reconciliation from old GAAP to IFRS of the balance sheet as at
25 September 2004 and the income statements for the quarter and the nine months
period then ended is given on page 12 to 14. A more detailed review of the
changes to our accounting policies and a reconciliation of financial statements
from old GAAP to IFRS is available on our website at
www.unilever.com/ourcompany/investorcentre/.
From 1 January 2005 Unilever implemented the following additional changes in
accounting policies. These changes are applied prospectively from
1 January 2005.
Financial instruments (including preference shares)
From 1 January 2005 Unilever has applied IAS 32 and IAS 39. These standards have
many detailed consequences, however the key areas of impact for Unilever are
described below.
Under IAS 32, Unilever must present the NV preference share capital as a
liability rather than as part of equity. All of the dividends paid on these
preference shares are recognised in the income statement as interest expense.
The carrying value of the preferential share capital of NV as at 1 January 2005
was EUR1 502 million.
IAS 39 requires certain non-derivative financial assets to be held at fair value
with unrealised movements in fair value recognised directly in equity.
Non-derivative financial liabilities continue to be measured at amortised cost,
unless they form part of a fair value hedge accounting relationship when they
are measured at amortised cost plus the fair value of the hedged risk.
IAS 39 requires recognition of all derivative financial instruments on the
balance sheet and that they are measured at fair value. The standard also places
significant restrictions on the use of hedge accounting and changes the hedge
accounting methodology. As a result Unilever recognises all derivative financial
instruments on balance sheet at fair value and applies the new hedge accounting
methodology to all significant qualifying hedging relationships.
Non-current assets and asset groups held for sale
Application of IFRS 5 resulted in reclassifications of non-current assets and
asset groups held for sale in the balance sheet as at 1 January 2005. It did not
significantly affect the asset values themselves.
Turnover definition
From 1 January 2005 Unilever changed its treatment of promotional couponing and
trade communications. From 1 January 2005 these costs are deducted from turnover
together with other trade promotion costs which are already deducted from
turnover. Comparatives have been restated to reflect this change, which has no
impact on operating profit or net profit.
Issuances and repayments of debt
On 11 July 2005 we repaid on maturity Swiss Franc denominated 3.375% bonds
amounting to CHF 500 million, and on 29 September 2005 we issued Euro
denominated 3.375% bonds amounting to EUR 750 million with a maturity date of
2015.
Share buy-back
On 3 October 2005 Unilever announced the commencement of a share buy-back
programme of up to EUR500 million aggregate market value in shares in the
capital of Unilever N.V. and/or Unilever PLC. This is in addition to the
replenishment by Unilever NV of treasury shares used for the conversion of its
EUR0.05 preference shares, announced in February 2005, under which 14.2 million
shares had been bought back as at 30 September 2005.
Discontinued operations
Following the announcement of the disposal of UCI, results for this business
have been presented in our income statement as discontinued operations, in line
with the requirements of IFRS 5. The amount reported for the year to date
represents the profits and losses arising on these operations during the nine
months of 2005 together with the profit of EUR448 million arising on disposal.
Basic earnings per EUR0.51 NV ordinary share in respect of the discontinued
operations were EUR0.46 for the quarter and EUR0.48 for the year to date (2004:
EUR0.03 in both cases). Diluted earnings per EUR0.51 NV ordinary share in
respect of the discontinued operations were EUR0.44 for the quarter and EUR0.46
for the year to date (2004: EUR0.02 and EUR0.03 respectively).
Basic earnings per 1.4p PLC ordinary share in respect of the discontinued
operations were 6.93 Euro cents for the quarter and 7.14 Euro cents for the year
to date (2004: 0.36 Euro cents and 0.43 Euro cents respectively). Diluted
earnings per 1.4p PLC ordinary share in respect of the discontinued operations
were 6.70 Euro cents for the quarter and 6.91 Euro cents for the year to date
(2004: 0.35 Euro cents and 0.41 Euro cents respectively).
The net cash flows attributable to the discontinued operations in respect of
operating, investing and financing activities for the first nine months were
EUR(79) million, EUR629 million and EUR0 million respectively (2004: EUR(4)
million, EUR(1) million and EUR0 million).
Exchange rate conventions
The income statement on page 5, the statement of recognised income and expense
on page 6, the movements in equity and the cash flow statement on page 7 are
translated at rates current in each period.
The balance sheet on page 6 and the analysis of net debt on page 7 is translated
at period-end rates of exchange.
Supplementary information in US dollars and sterling is available on our website
at www.unilever.com/ourcompany/investorcentre/.
The financial statements attached do not constitute the full financial
statements within the meaning of Section 240 of the UK Companies Act 1985. Full
accounts for Unilever for the year ended 31 December 2004 have been delivered to
the Registrar of Companies. The auditors' report on these accounts was
unqualified and did not contain a statement under Section 237(2) or Section 237
(3) of the UK Companies Act 1985.
Reconciliation of profit for the nine months ended 25 September 2004
(unaudited)
Previously Goodwill and Software Biological Pensions and Deferred tax
reported indefinite assets similar restatement
under old lived obligations effect
GAAP intangible
assets
EUR million EUR million EUR million EUR million EUR million EUR million
Turnover 30 133 - - - - -
Turnover of joint ventures (147) - - - - -
Operating costs (26 238) 785 31 7 - -
Share of operating profit of 35 - - - - -
joint ventures
Operating profit/(loss) 3 783 785 31 7 - -
Share of operating profit of 34 5 - - - -
associates
Finance costs (469) - - - - -
Other finance income/(cost) - (61) - - - 2 -
pensions and similar
obligations
Share of net profit of joint - - - - - -
ventures
Share of net profit of - - - - - -
associates
Income from other non-current 26 - - - 9 -
investments
Profit/(loss) before taxation 3 313 790 31 7 11 -
Taxation (1 040) (35) (8) (2) (3) (18)
Profit/(loss) for the period 2 273 755 23 5 8 (18)
Attributable to:
Minority interests 142 2 1 2 - -
Shareholders' equity 2 131 753 22 3 8 (18)
Reconciliation of profit for the nine months ended 25 September 2004
(unaudited) Cont/...
Tax Joint Dividends Other Total Change Restated
reclassifying ventures effect of relating to under
effect and transition turnover IFRS
associates to IFRS definition
EUR million EUR million EUR million EUR million EUR million EUR million EUR million
Turnover - (147) - - (147) (803) 29 183
Turnover of joint ventures - 147 - - 147 - -
Operating costs - - - - 823 803 (24 612)
Share of operating profit of - (35) - - (35) - -
joint ventures
Operating profit/(loss) - (35) - - 788 - 4 571
Share of operating profit of - (39) - - (34) - -
associates
Finance costs - 35 - - 35 - (434)
Other finance income/(cost)- - - - - 2 - (59)
pensions and similar
obligations
Share of net profit of joint - 31 - - 31 - 31
ventures
Share of net profit of - 2 - - 2 - 2
associates
Income from other - - - - 9 - 35
non-current investments
Profit/(loss) before - (6) - - 833 - 4 146
taxation
Taxation - 6 - - (60) - (1 100)
Profit/(loss) for the period - - - - 773 - 3 046
Attributable to:
Minority interests - - - - 5 - 147
Shareholders' equity - - - - 768 - 2 899
Reconciliation of profit for the third quarter ended 25 September 2004
(unaudited)
Previously Goodwill and Software Biological Pensions and Deferred tax
reported indefinite assets similar restatement
under old lived obligations effect
GAAP intangible
assets
EUR million EUR million EUR million EUR million EUR million EUR million
Turnover 10 260 - - - - -
Turnover of joint ventures (51) - - - - -
Operating costs (8 787) 262 4 5 - -
Share of operating profit of 15 - - - - -
joint ventures
Operating profit/(loss) 1 437 262 4 5 - -
Share of operating profit of 14 1 - - - -
associates
Finance costs (157) - - - - -
Other finance income/(cost) - (18) - - - 1 -
pensions and similar
obligations
Share of net profit of joint - - - - - -
ventures
Share of net profit of - - - - - -
associates
Income from other non-current 5 - - - (2) -
investments
Profit/(loss) before taxation 1 281 263 4 5 (1) -
Taxation (372) (10) (1) (1) 1 5
Profit/(loss) for the period 909 253 3 4 - 5
Attributable to:
Minority interests 42 1 - 2 - -
Shareholders' equity 867 252 3 2 - 5
Reconciliation of profit for the third quarter ended 25 September 2004
(unaudited) Cont/...
Tax Joint Dividends Other Total Change Restated
reclassifying ventures effect of relating to under
effect and transition turnover IFRS
associates to IFRS definition
EUR million EUR million EUR million EUR million EUR million EUR million EUR million
Turnover - (51) - - (51) (271) 9 938
Turnover of joint ventures - 51 - - 51 - -
Operating costs - - - - 271 271 (8 245)
Share of operating profit of - (15) - - (15) - -
joint ventures
Operating profit/(loss) - (15) - - 256 - 1 693
Share of operating profit of - (15) - - (14) - -
associates
Finance costs - 12 - - 12 - (145)
Other finance income/(cost)- - - - - 1 - (17)
pensions and similar
obligations
Share of net profit of joint - 13 - - 13 - 13
ventures
Share of net profit of - - - - - - -
associates
Income from other - - - - (2) - 3
non-current investments
Profit/(loss) before - (5) - - 266 - 1 547
taxation
Taxation - 5 - - (1) - (373)
Profit/(loss) for the period - - - - 265 - 1 174
Attributable to:
Minority interests - - - - 3 - 45
Shareholders' equity - - - - 262 - 1 129
Reconciliation of equity at 25 September 2004
(unaudited)
Previously Goodwill and Software Biological Pensions and Deferred tax
reported indefinite assets similar restatement
under old lived obligations effect
GAAP intangible
assets
EUR million EUR million EUR million EUR million EUR million EUR million
Non-current assets
Goodwill 13 011 617 - - - -
Intangible assets 4 116 927 135 - - -
Property, plant and equipment 6 598 - - (39) - -
Biological assets - - - 35 - -
Joint ventures and associates 77 - - - - -
Other non-current investments 152 - - - 185 -
Pension asset for funded 543 - - - (52) -
schemes in surplus
Trade and other receivables 1 011 - - - - -
due after more than one year
Deferred tax assets - - - - - -
Total non-current assets 25 508 1 544 135 (4) 133 -
Current assets
Inventories 4 182 - - - - -
Trade and other receivables 5 203 - - - - -
due within one year
Financial assets 951 - - - - -
Cash and cash equivalents 1 716 - - - - -
Total current assets 12 052 - - - - -
Current liabilities
Creditors due within one year (14 787) - - - - -
Borrowings (5 677) - - - - -
Trade and other payables (9 110) - - - - -
Current tax liabilities - - - - - -
Net current assets/ (2 735) - - - - -
(liabilities)
Total assets less current 22 773 1 544 135 (4) 133 -
liabilities
Non-current liabilities
Creditors due after more than 9 489 - - - - -
one year
Borrowings 8 692 - - - - -
Trade and other payables 797 - - - - -
Provisions for liabilities and 819 (5) - - - -
charges (excluding pensions
and similar obligations)
Restructuring and other 794 - - - - -
provisions
Interest in associates 25 (5) - - - -
Liabilities for pensions and 4 306 - - - 167 -
similar obligations
Pension liability for funded 1 629 - - - 13 -
schemes in deficit
Pension liability for unfunded 2 677 - - - 154 -
schemes
Deferred tax liabilities 609 14 42 - (10) 1 153
Total non-current liabilities 15 223 9 42 - 157 1 153
Equity
Called up share capital 642 - - - - -
Share premium account 1 534 - - - - -
Other reserves (2 815) - - - - -
Retained profit 7 818 1 533 92 (4) (24) (1 153)
Total shareholders' equity 7 179 1 533 92 (4) (24) (1 153)
Minority interests 371 2 1 - - -
Total equity 7 550 1 535 93 (4) (24) (1 153)
Total capital employed 22 773 1 544 135 (4) 133 -
Reconciliation of equity at 25 September 2004
(unaudited) Cont/...
Tax Joint Dividends Other Total effect Restated
reclassifying ventures and of under
effect associates transition IFRS
to IFRS
EUR million EUR million EUR million EUR million EUR million EUR million
Non-current assets
Goodwill - - - - 617 13 628
Intangible assets - - - - 1 062 5 178
Property, plant and equipment - - - (51) (90) 6 508
Biological assets - - - - 35 35
Joint ventures and associates - - - - - 77
Other non-current investments - - - 387 572 724
Pension asset for funded 256 - - - 204 747
schemes in surplus
Trade and other receivables (800) - - 51 (749) 262
due after more than one year
Deferred tax assets 1 305 - - - 1 305 1 305
Total non-current assets 761 - - 387 2 956 28 464
Current assets
Inventories - - - (2) (2) 4 180
Trade and other receivables - - - (385) (385) 4 818
due within one year
Financial assets - - - 54 54 1 005
Cash and cash equivalents - - - (54) (54) 1 662
Total current assets - - - (387) (387) 11 665
Current liabilities
Creditors due within one year 859 - 613 - 1 472 (13 315)
Borrowings - - - - - (5 677)
Trade and other payables 859 - 613 - 1 472 (7 638)
Current tax liabilities (859) - - - (859) (859)
Net current assets/ - - 613 (387) 226 (2 509)
(liabilities)
Total assets less current 761 - 613 - 3 182 25 955
liabilities
Non-current liabilities
Creditors due after more than - - - - - 9 489
one year
Borrowings - - - - - 8 692
Trade and other payables - - - - - 797
Provisions for liabilities and - - - - (5) 814
charges (excluding pensions
and similar obligations)
Restructuring and other - - - - - 794
provisions
Interest in associates - - - - (5) 20
Liabilities for pensions and 1 444 - - - 1 611 5 917
similar obligations
Pension liability for funded 645 - - - 658 2 287
schemes in deficit
Pension liability for unfunded 799 - - - 953 3 630
schemes
Deferred tax liabilities (683) - - - 516 1 125
Total non-current liabilities 761 - - - 2 122 17 345
Equity
Called up share capital - - - - - 642
Share premium account - - - - - 1 534
Other reserves - - - - - (2 815)
Retained profit - - 613 - 1 057 8 875
Total shareholders' equity - - 613 - 1 057 8 236
Minority interests - - - - 3 374
Total equity - - 613 - 1 060 8 610
Total capital employed 761 - 613 - 3 182 25 955
INTERIM DIVIDENDS
The Boards have declared interim dividends in respect of 2005 on the ordinary
shares at the following rates which are equivalent in value at the rate of
exchange applied under the terms of the Equalisation Agreement between the two
companies:
Unilever N.V.
Per ordinary share EUR 0.66 (2004: EUR 0.63)
Unilever PLC
Per ordinary share 6.77p (2004: 6.33p)
The NV interim dividend will be payable as from
2 December 2005, to shareholders registered at close
of business on the record date of 3 November 2005.
The PLC interim dividend will be paid on
2 December 2005, to shareholders registered at close
of business on the record date of 18 November 2005.
Dividend on New York shares of NV
The NV interim dividend, when converted at the Euro/Dollar European Central Bank
rate of exchange on 2 November 2005, represents US $ 0.791472 per New York Share
of EUR 0.51* (2004: US $ 0.805392) before deduction of Netherlands withholding
tax. The New York shares of NV will go ex-dividend on 4 November 2005; US dollar
checks for the interim dividend, after deduction of Netherlands withholding tax
at the appropriate rate, will be mailed on 1 December 2005, to holders of record
of New York shares at the close of business on 8 November 2005. The interim
dividend will be payable on 2 December 2005.
*This amount is a representation in euros on the basis of Article 67c Book 2 of
the Dutch Civil Code, rounded to two decimal places, of underlying Dutch
guilders, as these have not been converted into euros in Unilever N.V.'s
Articles of Association.
Dividend on American Depositary Receipts of PLC
Each American Depositary Receipt of PLC represents four 1.4p ordinary shares of
PLC. The PLC interim dividend will therefore be 27.08p per American Depositary
Receipt. When converted at the Bank of England sterling/dollar rate of exchange
on 2 November 2005, the interim dividend for holders resident in the US will
therefore be US $ 0.4779 per American Depositary Receipt (2004: US $ 0.4654).
The American Depositary Receipts of PLC will go ex-dividend on 16 November 2005;
US dollar checks for the interim dividend will be mailed on 1 December 2005 to
holders of record of American Depositary Receipts at the close of business on
18 November 2005. The interim dividend will be payable on 2 December 2005.
EARNINGS PER SHARE
(unaudited)
Combined earnings per share
The combined earnings per share calculations are based on the average number of
share units representing the combined ordinary shares of NV and PLC in issue
during the period, less the average number of shares held as treasury stock.
The number of combined share units is calculated from the underlying NV and PLC
shares using the exchange rate of GBP1 = EUR5.445, in accordance with the
Equalisation Agreement.
The calculations of diluted earnings per share are based on (i) conversion into
PLC ordinary shares in the year 2038 of shares in a group company under the
arrangements for the variation of the Leverhulme Trust; (ii) conversion of the
EUR 0.05 NV preference shares; (iii) the exercise of share options by employees.
Earnings per share from total operations for the nine months
2005 2004
Combined EPS Thousands of units
Average number of combined share units of EUR 0.51 973 408 963 943
Average number of combined share units of 1.4p 6 489 387 6 426 284
EUR million
Net profit attributable to shareholders' equity 3 082 2 899
Less: preference dividends n/a (21)
Net profit attributable to shareholders' equity
for basic earnings per share calculation 3 082 2 878
Combined EPS per EUR 0.51 (Euros) 3.17 2.99
Combined EPS per 1.4p (Euro cents) 47.49 44.79
Combined EPS - Diluted Thousands of units
Adjusted average number of combined share units
of EUR0.51 1 005 103 1 010 005
Adjusted average number of combined share units
of 1.4p 6 700 687 6 733 365
EUR million
Adjusted net profit attributable to
shareholders' equity 3 085 2 893
Combined diluted EPS per EUR 0.51 (Euros) 3.07 2.87
Combined diluted EPS per 1.4p (Euro cents) 46.03 42.98
Combined EPS - American shares
Combined EPS per EUR 0.51 NV New York Share $3.99 $3.66
Combined EPS per 5.6p PLC American Depositary $2.39 $2.20
Receipt
Combined diluted EPS per EUR 0.51 NV New York $3.87 $3.51
Share
Combined diluted EPS per 5.6p PLC American
Depositary Receipt $2.32 $2.11
DATES
The results for the fourth quarter and for the year 2005 and the proposed final
dividends will be published on Thursday 9 February 2006.
ENQUIRIES: UNILEVER PRESS OFFICE
+44 (0) 20 7822 6805/6010
Internet: www.unilever.com
E-mail: press-office.london@unilever.com
3 November 2005