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 February, 2006
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:February 09, 2006
EXHIBIT INDEX
-------------
EXHIBIT NUMBER EXHIBIT DESCRIPTION
99 Notice to Euronext, Amsterdam dated 09 February, 2006
Final Results
Exhibit 99
FOURTH QUARTER AND ANNUAL RESULTS 2005
Unilever enters 2006 in much better shape, with increased competitiveness and
growth.
FINANCIAL HIGHLIGHTS
(unaudited)
Fourth Quarter EUR million Full Year
2005 2004 2005 2004
Current Current Current Current Current Constant
rates rates rates rates rates rates
Continuing operations:
10 081 9 755 Turnover 39 672 38 566 3% 2%
1 063 (288) Operating profit/(loss) 5 314 4 239 25% 24%
916 (398) Pre-tax profit/(loss) 4 751 3 704 28% 27%
726 (124) Net profit from continuing operations 3 502 2 894 21% 20%
Total operations:
0.71 (0.16) EPS NV (Euros) 3.88 2.83 37% 35%
10.68 (2.33) EPS PLC (Euro cents) 58.17 42.46 37% 35%
KEY FEATURES OF THE YEAR
- Underlying sales up 3.1%, improving trend throughout the year and a
strong fourth quarter.
- Market shares stable overall.
- Earnings per share up 37%, with 22% from continuing operations,
benefiting from lower restructuring, disposal and impairment charges.
- Increased investment behind growth priorities, including additional EUR500
million advertising and promotions.
- Operating margin at 13.4%. Productivity improvements and better mix more
than offset higher input costs.
- Share buy-back programme of EUR500 million completed. Proposed final
dividend of EUR1.32 per NV ordinary share and 13.54p per PLC ordinary share,
raising the total dividend per share by 5% for NV and by 6% for PLC.
FROZEN FOODS
- Previously announced review completed. Majority of European frozen foods
to be sold.
CHIEF EXECUTIVE'S COMMENT AND OUTLOOK
2005 was a year of change and investment in the business. The priority was to
restore competitiveness and to grow our top line. We made good progress on both,
stabilising our market shares and improving growth through the year.
We have refocused and simplified the organisation, and increased investment
behind our growth priorities. We have sold our fragrance business and announced
today the planned sale of most of the frozen foods business. Our savings
programmes are delivering well and have been successful in containing the impact
of higher input costs.
We have seen a return to strong growth in personal care and in developing and
emerging markets. Performance in Europe improved compared with last year,
especially in Foods. There was some pick up in the fourth quarter, but there is
still work to do to return Europe to full competitiveness and growth. This will
be a key priority for 2006.
The manner in which we ended 2005 gives me confidence as we enter 2006. Unilever
is a simpler and more agile business, more responsive to customer and consumer
needs, with a clear value creation agenda.
OUTLOOK
For 2006, our priorities are to sustain our top-line growth and improve our
margins. We expect a sustained flow of savings from our current programmes, and
a progressively more favourable pricing and commodity cost environment. We will
continue to invest competitively behind our growth priorities and expect an
increase in operating margin from the 13.4% of 2005. In 2006 we plan
restructuring costs of around one percent of sales, at the top end of our long
term guidance.
We are on track to deliver our targeted savings from the 'One Unilever'
programme of EUR0.7 billion by the end of 2006, and see scope to increase this
to EUR1 billion by the end of 2007.
Looking further ahead, I remain confident that we can deliver our value creation
objectives to 2010.
Patrick Cescau
Group Chief Executive
9 February 2006
With effect from 1 January 2005, Unilever has adopted International Financial
Reporting Standards (IFRS) as adopted by the EU. These apply to both the prior
year comparators and the current year results. In addition, the condensed
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 the
adoption of IFRS can be found on page 12 and on the Unilever web site 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. We also use the movements in
Ungeared Free Cash Flow (as defined on page 12) and Return On Invested Capital
to measure progress against our longer-term value creation goals. 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, profit and cash flow.
FOURTH QUARTER AND ANNUAL FINANCIAL RESULTS
Underlying sales grew by 3.1% in the year, all coming from volume. Like-for-like
growth in the fourth quarter was 5% after allowing for the estimated effect of
six fewer days than in the same quarter of 2004. (As previously explained, the
first quarter had five additional days).
Including the effect of disposals and favourable currency movements, turnover
was ahead by 2.9% in the year.
Operating margin for the full year was 13.4%, compared with an operating margin
of 11.0% in 2004. Before the impact of net costs of restructuring, business
disposals and impairments, the operating margin for 2005 would have been 0.8
percentage points lower than the previous year. Advertising and promotions were
1.1 percentage points of sales higher than last year. Cost savings and an
improved mix more than offset the effect of an increase of nearly EUR600 million
in input costs.
In the fourth quarter, the operating margin was 10.6%, compared with a negative
3.0% in the prior year. Before the impact of changes in restructuring, disposals
and impairment the operating margin would have been 1.3 percentage points lower
than the same quarter of the previous year. Advertising and promotions in the
quarter were only slightly higher than the average for the year, but
significantly up on the fourth quarter of 2004. Continued higher input costs
were offset by cost savings and an improved mix, while positive pricing started
to contribute to margin. There were also gains in the quarter in US health care
plans and from currency effects on capital reductions in the Americas.
Operating profit increased by 25% in the year.
Net finance costs were 2% lower in the year through a lower level of net debt.
The effective tax rate was 26% for the year, compared with 22% in the previous
year. As a result of structural improvements we are lowering our longer term
expectation for the tax rate from around 30% to around 28%. In the quarter, the
tax rate was 21%, reflecting the resolution of some outstanding issues in
various countries.
Net profit and EPS from continuing operations both increased by 21% and 22%
respectively in the year.
Net profit from discontinued operations included a gain of EUR458 million on the
disposal of Unilever Cosmetics International (UCI). Including this, total
earnings per share increased by 37% in the year.
FINAL DIVIDENDS
The Boards will recommend to the Annual General Meetings a final dividend of
EUR1.32 per EUR0.51* ordinary share** of Unilever N.V. and a final dividend of
13.54p per 1.4p ordinary share of Unilever PLC. This will bring the total
dividend to EUR1.98 per EUR0.51* ordinary share, an increase of 5% over last
year and 20.31p per 1.4p ordinary share, an increase of 6% over last year.
* 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.
SHARE BUY-BACK
In 2005 we completed a share buy-back program of EUR0.5 billion. This was in
addition to the purchase of EUR0.8 billion of shares to partially replenish
treasury stock used for the conversion of the EUR0.05 NV preference shares.
For 2006 we plan a further share buy-back of around EUR0.5 billion. We may
review this in the light of any tactical acquisitions, disposal proceeds
including frozen foods, and the development of credit metrics.
CASH FLOW
Cash and cash equivalents were flat for the year. Net cash flow from operating
activities, at EUR4.4 billion, was EUR1.2 billion lower than in the previous
year. This includes the effects of additional marketing investment
(EUR0.5 billion), a lower inflow from working capital (EUR0.4 billion) compared
with last year, and higher cash costs of restructuring, pensions and tax.
Net cash flow from investing activities was EUR0.6 billion higher than last
year, reflecting higher disposal receipts (including EUR0.6 billion from the
sale of UCI) and net movements in investments with maturity greater than three
months. Net cash flow used in financing activities fell by EUR1.1 billion,
reflecting borrowing activity offset by increased purchases of own shares.
Ungeared Free Cash Flow was EUR4.0 billion.
RETURN ON INVESTED CAPITAL
Return On Invested Capital increased to 12.5% from 10.7% in 2004.
BALANCE SHEET
Goodwill and intangible assets have increased by EUR1.0 billion against 2004.
Currency movements added EUR1.6 billion, offset by Slim-Fast impairment and
disposals. Inventories and current trade receivables were EUR1.0 billion higher,
reflecting currency movements and the low position achieved at the end of 2004.
Closing net debt was EUR10.5 billion, a decrease of EUR0.7 billion since 1
January. Purchases of treasury stock were EUR1.3 billion (including the share
buy-back program of EUR0.5 billion) and proceeds of business disposals were
EUR0.8 billion. The EUR1.4 billion net debt reduction on conversion of the
EUR0.05 preference shares was largely offset by currency movements.
Total equity has increased by EUR2.7 billion since
1 January. Net profit added EUR4.0 billion and currency retranslation EUR0.2
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 parent company dividends reduced equity by EUR1.3 billion and
EUR1.9 billion respectively.
VALUE CREATION TO 2010
Our long term ambition for financial performance remains 'Top 1/3' Total
Shareholder Return and our long term targets reflect this:
- Ungeared Free Cash Flow of EUR25-EUR30 billion during the period 2005 -
2010; and
- Improved Return on Invested Capital from the 2004 base of around 11%.
We plan to deliver this over the period through:
- Top-line growth ahead of our markets, which are expected to grow at
2-4% per annum;
- Improvement in operating margin against the 2004 base allowing for a
'normal' level of restructuring of 50-100 bps per annum;
- Improved capital efficiency compared with our 2004 base; and
- Improved tax efficiency, leading to a sustainable tax rate of around
28%.
FULL YEAR PERFORMANCE BY REGION
EUROPE
Our priority in Europe is to regain momentum and improve competitiveness. The
focus has been on enhancing the value to consumers of our products through
keener pricing, improved quality and more and better innovation.
Marketing support has been raised to a more competitive level with additional
spend deployed against our best opportunities. The organisation is being
streamlined and we are building up stronger capabilities in customer management.
We have made progress over the last year: volume has been slightly positive
(compared with a 2% decline in 2004), but investment in pricing meant that
underlying sales declined by 0.8% in the year.
Central and Eastern Europe performed well, notably in Russia which was ahead by
nearly 20%, in buoyant markets.
Western Europe was challenging, with continued weak consumer demand. Our
businesses grew in the Netherlands and Spain, but declined by around 2% in
France and Germany and by nearly 4% in the UK.
In Foods, we have held overall market share through the course of the year, with
growth across all key categories apart from frozen foods.
In Home and Personal Care we had a disappointing year and we have lost market
share, particularly in the UK.
Overall, there was some pick-up in the fourth quarter, with around 2% growth on
a like-for-like basis, but we are not yet where we want to be.
New product launches this year have included Knorr Vie shots, extensions of the
pro.activ heart health range, soups fortified with vitamins and low fat soups.
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
'no-need-to-pre-treat' laundry detergents, Sun 4-in-1 dishwash and Domestos
drain unblocker.
The operating margin, at 14.2%, was 0.4 percentage points higher than last year.
Increased advertising and promotions and pricing investment together with higher
input costs were partly offset by productivity gains. Net restructuring,
disposal and impairment costs, at 0.8% were 1.5 percentage points lower than in
2004.
THE AMERICAS
Underlying sales grew by 4%, all coming from volume gains, broadly based across
the region, underpinned by a successful innovation programme. In the fourth
quarter, like-for-like sales growth was 5%.
Consumer demand in the US showed a sustained recovery. Our sales in the US grew
by 3.2%, accelerating through the year, and we gained market share in aggregate.
In Brazil and Mexico, a strong first half was followed by relatively weaker
demand in the second half of the year. We grew in line with our markets in Home
and Personal Care, but saw some share loss in Foods.
Growth in personal care across the region has been driven by good consumer
response to our initiatives, including Vitality innovation and consistent
support. This has been particularly evident in the deodorants and personal wash
categories, with strong double-digit growth for Axe, now the number one
deodorant in the US, and for the Dove and Rexona brands.
Another strong Foods performance in the US was driven by further share gains in
ice cream, continued good results from the extension of the Country Crock and
Bertolli brands into new categories, and from Lipton Ready-to-Drink and
speciality teas. Slim-Fast continued to regain share, but in a much contracted
weight management market and sales were well below the previous year.
New launches in the US included the well received Dove 'cool moisture' range and
the extension of Axe into male shower gels. 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 introduced all 'small and mighty' laundry detergent, offering the
convenience of the same cleaning power in a smaller bottle. We have re-launched
our Radiant laundry brands in Chile and Argentina delivering outstanding
whiteness performance.
In Foods, we strengthened 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 continued to build across Latin America with the
distinctive nutrition benefits of 'soy with fruit'.
The operating margin was 13.0%, 5.7 percentage points higher than in 2004. Net
charges for restructuring, disposal and impairment were 3.4%, which was 5.8
percentage points lower than in the prior year. Cost savings offset a higher
level of advertising and promotions and increased input costs. There were also
gains from the sale of an office in the US, in US health care plans and from
currency effects on capital reductions.
ASIA AFRICA
We have capitalised on our leading positions and buoyant consumer demand across
most of the region, growing underlying sales by 9%, in a competitive
environment, and increasing market share in key battle grounds. In the fourth
quarter, like-for-like sales growth was 10%.
The growth was broad-based in terms of both categories and geographies. There
were notable performances in all major developing and emerging countries,
including a strong recovery in India with market share gains, and significant
contributions from China, which was up by over 20%, and from South East Asia,
Turkey and Arabia. Japan returned to growth. After a weak first half, Australia
improved in the second half of the year.
Most of the increase came from volume, but price growth gained momentum through
the year, as we moved to selectively recover increased commodity costs,
especially in home care.
Growth was underpinned by a range of innovations. In skin care in India, Lux has
been strengthened with new soap bars from the global range and the introduction
of limited editions. Innovations in Pond's included a new 'mud' range in China.
In hair care we launched Dove 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 Omo for sensitive skin in Turkey.
In tea, we have substantially strengthened the Brooke Bond brand in India, while
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 12.6%, 1.8 percentage points higher than in 2004.
Increased investment in advertising and promotions was partly offset by
productivity gains. The remaining difference was due to net restructuring,
disposal and impairment charges which were insignificant in 2005 compared with a
net charge of 2.9% in 2004.
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 FINANCIAL STATEMENTS
INCOME STATEMENT
(unaudited)
Fourth Quarter EUR million Full Year
2005 2004 Increase/ 2005 2004 Increase/
(Decrease) (Decrease)
Current Constant Current Constant
rates rates rates rates
Continuing operations:
10 081 9 755 3% (1)% Turnover 39 672 38 566 3% 2%
1 063 (288) Operating profit/(loss) 5 314 4 239 25% 24%
After charging:
(4) (791) Impairment of Slim-Fast (363) (791)
- (169) Provision for Brazilian sales - (169)
tax
(152) (137) Net finance costs (618) (630)
8 28 Finance income 130 145
(147) (165) Finance costs (693) (717)
(13) - Pensions and similar (55) (58)
obligations
15 8 Share in net profit/(loss) of 47 39
joint ventures
(19) - Share in net profit/(loss) of (25) 2
associates
9 19 Other income from non-current 33 54
investments
916 (398) Profit/(loss) before taxation 4 751 3 704 28% 27%
(190) 274 Taxation (1 249) (810)
726 (124) Net profit/(loss) from 3 502 2 894 21% 20%
continuing operations
10 19 Net profit/(loss) from 473 47
discontinued operations
736 (105) Net profit/(loss) for the 3 975 2 941 35% 34%
period
Attributable to:
52 39 Minority interests 209 186
684 (144) Shareholders' equity 3 766 2 755 37% 35%
Combined earnings per share
From total operations
0.71 (0.16) Per EUR 0.51 ordinary NV share 3.88 2.83 37% 35%
(Euros)
10.68 (2.33) Per 1.4p ordinary PLC share 58.17 42.46 37% 35%
(Euro cents)
0.69 (0.15) Per EUR 0.51 ordinary NV share 3.76 2.72 38% 37%
- diluted (Euros)
10.37 (2.20) Per 1.4p ordinary PLC share - 56.40 40.78 38% 37%
diluted (Euro cents)
From continuing operations
0.70 (0.18) Per EUR 0.51 ordinary NV share 3.39 2.78 22% 20%
(Euros)
10.52 (2.64) Per 1.4p ordinary PLC share 50.87 41.72 22% 20%
(Euro cents)
0.68 (0.17) Per EUR 0.51 ordinary NV share 3.29 2.67 23% 21%
- diluted (Euros)
10.21 (2.49) Per 1.4p ordinary PLC share - 49.33 40.08 23% 21%
diluted (Euro cents)
STATEMENT OF RECOGNISED INCOME AND EXPENSE
(unaudited)
EUR million Full Year
2005 2004
Fair value gains/(losses) on financial instruments and 346 n/a
cash flow hedges net of tax
Actuarial gains/(losses) on pension schemes net of tax (49) (480)
Currency retranslation gains/(losses) net of tax 181 80
Net income/(expense) recognised directly in equity 478 (400)
Net profit for the year 3 975 2 941
Total recognised income and expense for the year 4 453 2 541
Attributable to:
Minority interests 249 167
Shareholders' equity 4 204 2 374
BALANCE SHEET
(unaudited)
EUR million As at As at
31 31
December December
2005 2004
Non-current assets
Goodwill and intangible assets 18 055 17 007
Property, plant and equipment 6 492 6 181
Pension asset for funded schemes in surplus 1 036 625
Deferred tax assets 1 703 1 491
Other non-current assets 1 072 1 064
Total non-current assets 28 358 26 368
Assets held for sale 217 n/a
Current assets
Inventories 4 107 3 756
Trade and other receivables due within one year 4 830 4 131
Financial assets 335 1 013
Cash and cash equivalents 1 529 1 590
Total current assets 10 801 10 490
Current liabilities
Borrowings due within one year (5 942) (5 155)
Trade payables and other current liabilities (8 658) (8 232)
Restructuring and other provisions (644) (799)
Total current liabilities (15 244) (14 186)
Net current assets/(liabilities) (4 443) (3 696)
Total assets less current liabilities 24 132 22 672
Non-current liabilities
Borrowings due after one year 6 457 6 893
Pension liability for funded schemes in deficit 2 360 2 291
Pension liability for unfunded schemes 4 257 3 788
Restructuring and other provisions 732 565
Deferred tax liabilities 933 789
Other non-current liabilities 602 717
Total non-current liabilities 15 341 15 043
Liabilities held for sale 26 n/a
Equity
Shareholders' equity 8 361 7 264
Minority interests 404 365
Total equity 8 765 7 629
Total capital employed 24 132 22 672
MOVEMENTS IN EQUITY
(unaudited)
EUR million Full Year
2005 2004
Equity at 31 December 2004 7 629 n/a
IFRS transition adjustment for financial instruments (including (1 564) n/a
preference shares)
Equity at 1 January 6 065 7 175
Total recognised income and expense for the period 4 453 2 541
Dividends (1 867) (1 747)
Conversion of preference shares 1 380 -
(Purchase)/sale of treasury stock (1 260) (324)
Share option credit 186 222
Dividends paid to minority shareholders (217) (203)
Currency retranslation gains/(losses) net of tax 13 (5)
Other movements in equity 12 (30)
Equity at 31 December 8 765 7 629
CASH FLOW STATEMENT
(unaudited)
EUR million Full Year
2005 2004
Operating activities
Cash flow from operating activities 5 924 6 925
Income tax paid (1 571) (1 378)
Net cash flow from operating activities 4 353 5 547
Investing activities
Interest received 130 168
Net capital expenditure (813) (869)
Acquisitions and disposals 784 316
Other investing activities 414 265
Net cash flow from/(used in) investing activities 515 (120)
Financing activities
Dividends paid on ordinary share capital (1 804) (1 720)
Interest and preference dividends paid (643) (787)
Change in borrowings and finance leases (880) (2 890)
Purchase of own shares (1 276) (332)
Other financing activities (218) (209)
Net cash flow from/(used in) financing activities (4 821) (5 938)
Net increase/(decrease) in cash and cash equivalents 47 (511)
Cash and cash equivalents at the beginning of the year 1 406 1 428
Effect of foreign exchange rate changes (188) 489
Cash and cash equivalents at the end of the year 1 265 1 406
ANALYSIS OF NET DEBT
(unaudited)
EUR million As at As at
31 December 1 January
2005 2005
Cash and cash equivalents as per cash flow statement 1 265 1 406
Add: bank overdrafts deducted therein 265 184
Less: cash and cash equivalents in assets/liabilities held for (1) (8)
disposal
Cash and cash equivalents as per balance sheet 1 529 1 582
Financial assets 335 533
Borrowings due within one year (5 942) (6 448)
Borrowings due after one year (6 457) (7 221)
Derivatives and finance leases included in other receivables and 33 369
other liabilities
Net debt (10 502) (11 185)
GEOGRAPHICAL ANALYSIS
(unaudited)
Continuing operations - Fourth Quarter
EUR million Europe Americas Asia Africa Total
Turnover
2004 4 132 3 160 2 463 9 755
2005 3 942 3 521 2 618 10 081
Change (4.6)% 11.4% 6.3% 3.3%
Impact of:
Exchange rates 0.8% 11.3% 2.2% 4.6%
Acquisitions 0.2% 0.0% 0.0% 0.1%
Disposals (2.0)% (0.1)% (1.3)% (1.2)%
Underlying sales growth (3.6)% 0.3% 5.4% (0.1)%
Price (0.8)% 0.0% 2.4% 0.3%
Volume (2.9)% 0.3% 2.9% (0.4)%
Operating profit/(loss)
2004 189 (559) 82 (288)
2005 210 586 267 1 063
Change current rates 11.2%
Change constant rates 9.3%
Operating margin
2004 4.6% (17.7)% 3.3% (3.0)%
2005 5.3% 16.7% 10.2% 10.6%
Continuing operations - Full Year
EUR million Europe Americas Asia Africa Total
Turnover
2004 16 650 12 296 9 620 38 566
2005 16 211 13 179 10 282 39 672
Change (2.6)% 7.2% 6.9% 2.9%
Impact of:
Exchange rates 0.4% 3.6% 0.0% 1.3%
Acquisitions 0.2% 0.0% 0.0% 0.1%
Disposals (2.3)% (0.7)% (1.6)% (1.6)%
Underlying sales growth (0.8)% 4.1% 8.7% 3.1%
Price (1.0)% 0.2% 1.5% 0.0%
Volume 0.2% 3.9% 7.1% 3.1%
Operating profit/(loss)
2004 2 303 896 1 040 4 239
2005 2 304 1 719 1 291 5 314
Change current rates 0.0% 91.9% 24.1% 25.3%
Change constant rates (0.2)% 83.6% 24.7% 23.6%
Operating margin
2004 13.8% 7.3% 10.8% 11.0%
2005 14.2% 13.0% 12.6% 13.4%
Includes restructuring, business
disposals and impairments
2004 (2.3)% (9.2)% (2.9)% (4.6)%
2005 (0.8)% (3.4)% (0.0)% (1.4)%
Operating profit/(loss) of discontinued operations - Fourth Quarter
EUR million Europe Americas Asia Africa Total
2004 18 9 3 30
2005 - - - -
Operating profit/(loss) of discontinued operations - Full Year
EUR million Europe Americas Asia Africa Total
2004 22 47 4 73
2005 1 20 1 22
CATEGORY ANALYSIS
(unaudited)
Continuing operations - Fourth Quarter
EUR million Savoury Spreads Beverages Ice Foods Personal Home Home Total
and and cream care care and
dressings cooking and and Personal
products frozen other Care
foods
Turnover
2004 2 253 1 240 763 1 218 5 474 2 561 1 720 4 281 9 755
2005 2 305 1 191 800 1 221 5 517 2 752 1 812 4 564 10 081
Change 2.3% (3.9)% 4.8% 0.2% 0.8% 7.5% 5.3% 6.6% 3.3%
Impact of:
Exchange rates 4.3% 2.4% 5.6% 4.0% 4.0% 5.8% 4.6% 5.3% 4.6%
Acquisitions 0.0% 0.0% 0.0% 0.6% 0.1% 0.0% 0.0% 0.0% 0.1%
Disposals (1.6)% (2.9)% (0.7)% (1.6)% (1.8)% (0.4)% (0.7)% (0.5)% (1.2)%
Underlying sales (0.3)% (3.4)% (0.1)% (2.6)% (1.5)% 2.0% 1.3% 1.7% (0.1)%
growth
Operating profit/
(loss)
2004 224 137 (805) (62) (506) 221 (3) 218 (288)
2005 277 166 92 (30) 505 448 110 558 1 063
Change current 23.8% 21.6% (52.8)% 102.7% 155.8%
rates
Change constant 19.0% 17.9% (46.1)% 85.4% 128.1%
rates
Operating margin
2004 10.0% 11.0% (105.4)% (5.1)% (9.2)% 8.6% (0.2)% 5.1% (3.0)%
2005 12.0% 14.0% 11.5% (2.4)% 9.2% 16.3% 6.1% 12.2% 10.6%
Continuing operations - Full Year
EUR million Savoury Spreads Beverages Ice Foods Personal Home Home Total
and and cream care care and
dressings cooking and and Personal
products frozen other Care
foods
Turnover
2004 8 172 4 494 3 012 6 286 21 964 9 780 6 822 16 602 38 566
2005 8 369 4 364 3 054 6 373 22 160 10 485 7 027 17 512 39 672
Change 2.4% (2.9)% 1.4% 1.4% 0.9% 7.2% 3.0% 5.5% 2.9%
Impact of:
Exchange rates 1.6% 1.1% 1.3% 0.7% 1.2% 1.3% 1.8% 1.5% 1.3%
Acquisitions 0.0% 0.0% 0.1% 0.4% 0.1% 0.0% 0.0% 0.0% 0.1%
Disposals (2.1)% (4.6)% (1.1)% (1.4)% (2.3)% (0.5)% (1.2)% (0.8)% (1.6)%
Underlying sales 2.9% 0.7% 1.1% 1.7% 1.9% 6.3% 2.4% 4.7% 3.1%
growth
Operating profit/
(loss)
2004 1 226 681 (508) 709 2 108 1 508 623 2 131 4 239
2005 1 286 756 48 767 2 857 1 801 656 2 457 5 314
Change current 4.9% 11.0% 8.3% 35.5% 19.4% 5.2% 15.2% 25.3%
rates
Change constant 3.8% 10.7% 7.5% 34.2% 17.7% 2.1% 13.1% 23.6%
rates
Operating margin
2004 15.0% 15.2% (16.9)% 11.3% 9.6% 15.4% 9.1% 12.8% 11.0%
2005 15.4% 17.3% 1.6% 12.0% 12.9% 17.2% 9.3% 14.0% 13.4%
Discontinued operations
Operating profit/(loss) of discontinued operations for the fourth quarter of
2005 was EUR- million (2004: EUR30 million), and operating profit/(loss) for the
full year was EUR22 million (2004: EUR73 million). These amounts relate wholly
to the Personal Care category.
NOTES
(unaudited)
Adoption of IFRS
With effect from 1 January 2005 Unilever has adopted International Financial
Reporting Standards (IFRS) as adopted by the EU. 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 financial statements are 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 standards 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 31 December 2004 and the income statements for the quarter
and the year then ended is given on pages 14 to 16. 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 have been 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 from that previously applied. 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 has 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.
Ungeared Free Cash Flow
Unilever uses the movement in Ungeared Free Cash Flow (UFCF) to measure progress
against our longer-term value creation goals.
This measure has been redefined to map to the financial statements prepared
under IFRS. In doing this we have decided to use the income statement charges
for share-based compensation and pensions, rather than cash payments. In this
way the measure is made independent of financing decisions for these items.
The new definition is: cash flow from group operating activities, less capital
expenditure, less charges to operating profit for share-based compensation and
pensions, and less tax (adjusted to reflect an ungeared position), but before
the financing of pensions.
For 2005, the UFCF was EUR4.0 billion, and would have been EUR4.1 billion if
cash costs had been used for these items.
The calculation of this measure for 2004 and 2005, and information about other
non-GAAP measures (Return On Invested Capital, Underlying Sales Growth and Net
Debt) can be found on the Unilever website at www.unilever.com/ourcompany/
investorcentre.
Issuances and repayments of debt
There was one repayment of 6.875% notes during the quarter of US $1.5 billion.
Share buy-back
On 3 October 2005 Unilever announced the commencement of a share buy-back
programme. Between October and December, this resulted in the purchase of 4.9
million NV shares and 25.7 million PLC shares, with a combined value of
approximately EUR500 million. This was in addition to the replenishment by
Unilever N.V. of treasury shares used for the conversion of its EUR0.05
preference shares, announced in February 2005.
Acquisitions and Disposals
In December 2004 Unilever announced the restructuring
of its Portuguese foods business. The deal was completed at the end of March
2005. Before the restructuring Unilever Portugal held a 40% stake in the FimaVG
foods business, a joint venture with Jeronimo Martins Group, in addition to its
wholly owned Bestfoods business acquired in 2000. As a result of the deal the
two foods businesses - FimaVG and Unilever Bestfoods Portugal - were unified and
the joint venture stakes re-balanced so that Unilever now holds 49% of the
combined foods business and Jeronimo Martins Group 51%.
On 11 July 2005, we announced the completion of the sale of our Prestige
fragrance business, Unilever Cosmetics International (UCI), to Coty Inc. of the
United States. Unilever received US $800 million in cash, with the opportunity
for further deferred payments contingent upon future sales.
On 20 December 2005, Unilever announced its intention to sell its Mora business
to Ad van Geloven in the Netherlands, for an undisclosed sum. The agreement is
subject to approval by competition authorities and advice from work councils.
The proposed transaction relates to the Mora brand and to factories in
Maastricht and Mol (Belgium).
Subsequent to the year end we have announced our intention to sell the majority
of our frozen foods business in Europe.
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 2005 represents the
profits and losses arising on these operations up to the time of disposal
together with the profit arising on disposal.
Basic earnings per EUR0.51 NV ordinary share in respect of the discontinued
operations were EUR0.01 for the quarter and EUR0.49 for the year (2004: EUR0.02
and EUR0.05 respectively). Diluted earnings per EUR0.51 NV ordinary share in
respect of the discontinued operations were EUR0.01 for the quarter and EUR0.47
for the year (2004: EUR0.02 and EUR0.05 respectively).
Basic earnings per 1.4p PLC ordinary share in respect of the discontinued
operations were 0.16 Euro cents for the quarter and 7.30 Euro cents for the year
(2004: 0.31 Euro cents and 0.74 Euro cents respectively). Diluted earnings per
1.4p PLC ordinary share in respect of the discontinued operations were 0.16 Euro
cents for the quarter and 7.07 Euro cents for the year (2004: 0.29 Euro cents
and 0.70 Euro cents respectively).
The net cash flows attributable to the discontinued operations in respect of
operating, investing and financing activities for the year were EUR(102)
million, EUR623 million and EUR- million respectively (2004: EUR94 million,
EUR(2) million and EUR- million).
Exchange rate conventions
The income statement on page 7, the statement of recognised income and expense
on page 8, the movements in equity on page 9 and the cash flow statement on page
9 are translated at average rates current in each period.
The balance sheet on page 8 and the analysis of net debt on page 9 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 year ended 31 December 2004
(unaudited)
Previously Goodwill Software Biological Pensions and Deferred tax
reported and assets similar restatement
under old indefinite obligations effect
GAAP lived
intangible
assets
EUR EUR EUR EUR EUR EUR
million million million million million million
Turnover 40 366 - - - - -
Turnover of joint (197) - - - - -
ventures
Operating costs (36 758) 815 66 7 - -
Share of operating 44 - - - - -
profit of joint
ventures
Operating profit/ 3 455 815 66 7 - -
(loss)
After charging:
Impairment of Slim (591) (200) - - - -
Fast
Provision for (169) - - - - -
Brazilian sales tax
Share of operating 42 7 - - - -
profit of associates
Finance costs (628) - - - - -
Other finance income/ (61) - - - 1 -
(cost) -
pensions and similar
obligations
Share of net profit of - - - - - -
joint ventures
Share of net profit of - - - - - -
associates
Income from other 31 - - - 23 -
non-current
investments
Profit/(loss) before 2 839 822 66 7 24 -
taxation
Taxation (782) 17 (17) (2) (8) (16)
Profit/(loss) for the 2 057 839 49 5 16 (16)
period
Attributable to:
Minority interests 181 2 1 2 - -
Shareholders' equity 1 876 837 48 3 16 (16)
Tax Joint Dividends Other Total Change Restated
reclassifying ventures effect of relating under
effect and transition to IFRS
associates to IFRS turnover
definition
EUR EUR EUR EUR EUR EUR EUR
million million million million million million million
Turnover - (197) - - (197) (1 061) 39 108
Turnover of joint - 197 - - 197 - -
ventures
Operating costs - - - 14 902 1 061 (34 795)
Share of operating - (44) - - (44) - -
profit of joint
ventures
Operating profit/ - (44) - 14 858 - 4 313
(loss)
After charging:
Impairment of - - - - (200) - (791)
Slim Fast
Provision for - - - - - - (169)
Brazilian sales
tax
Share of operating - (49) - - (42) - -
profit of associates
Finance costs - 47 - 10 57 - (571)
Other finance income - - - - 1 - (60)
/(cost) -
pensions and similar
obligations
Share of net profit - 39 - - 39 - 39
of joint ventures
Share of net profit - 2 - - 2 - 2
of associates
Income from other - - - - 23 - 54
non-current
investments
Profit/(loss) before - (5) - 24 938 - 3 777
taxation
Taxation - 5 - (33) (54) - (836)
Profit/(loss) for - - - (9) 884 - 2 941
the period
Attributable to:
Minority interests - - - - 5 - 186
Shareholders' equity - - - (9) 879 - 2 755
Reconciliation of profit for the fourth quarter ended 31 December 2004
(unaudited)
Previously Goodwill Software Biological Pensions Deferred
reported and assets and similar tax
under old indefinite obligations restatement
GAAP lived effect
intangible
assets
EUR EUR EUR EUR EUR EUR
million million million million million million
Turnover 10 233 - - - - -
Turnover of joint ventures (50) - - - - -
Operating costs (10 520) 30 35 - - -
Share of operating profit of 9 - - - - -
joint ventures
Operating profit/(loss) (328) 30 35 - - -
After charging:
Impairment of Slim Fast (591) (200) - - - -
Provision for Brazilian (169) - - - - -
sales tax
Share of operating profit of 8 2 - - - -
associates
Finance costs (159) - - - - -
Other finance income/(cost)- - - - - (1) -
pensions and similar
obligations
Share of net profit of joint - - - - - -
ventures
Share of net profit of - - - - - -
associates
Income from other 5 - - - 14 -
non-current investments
Profit/(loss) before (474) 32 35 - 13 -
taxation
Taxation 258 52 (9) - (5) 2
Profit/(loss) for the period (216) 84 26 - 8 2
Attributable to:
Minority interests 39 - - - - -
Shareholders' equity (255) 84 26 - 8 2
Tax Joint Dividends Other Total Change Restated
reclassifying ventures effect of relating to under
effect and transition turnover IFRS
associates to IFRS definition
EUR EUR EUR EUR EUR EUR EUR
million million million million million million million
Turnover - (50) - - (50) (258) 9 925
Turnover of joint - 50 - - 50 - -
ventures
Operating costs - - - 14 79 258 (10 183)
Share of - (9) - - (9) - -
operating profit
of joint ventures
Operating profit/ - (9) - 14 70 - (258)
(loss)
After charging:
Impairment of - - - - (200) - (791)
Slim Fast
Provision for - - - - - - (169)
Brazilian sales
tax
Share of - (10) - - (8) - -
operating profit
of associates
Finance costs - 12 - 10 22 - (137)
Other finance - - - - (1) - (1)
income/(cost) -
pensions and
similar
obligations
Share of net - 8 - - 8 - 8
profit of joint
ventures
Share of net - - - - - - -
profit of
associates
Income from other - - - - 14 - 19
non-current
investments
Profit/(loss) - 1 - 24 105 - (369)
before taxation
Taxation - (1) - (33) 6 - 264
Profit/(loss) for - - - (9) 111 - (105)
the period
Attributable to:
Minority - - - - - - 39
interests
Shareholders' - - - (9) 111 - (144)
equity
Reconciliation of equity at 31 December 2004
(unaudited)
Previously Goodwill Software Biological Pensions Deferred
reported and assets and similar tax
under old indefinite obligations restatement
GAAP lived effect
intangible
assets
EUR EUR EUR EUR EUR EUR
million million million million million million
Non-current assets
Goodwill 11 508 600 - - - -
Intangible assets 3 830 903 166 - - -
Property, plant and equipment 6 271 - - (36) - -
Biological assets - - - 33 - -
Joint ventures and associates 54 - - - - -
Other non-current investments 148 - - - 174 -
Pension asset for funded 456 - - - (39) -
schemes in surplus
Trade and other receivables due 1 198 - - - - -
after more than one year
Deferred tax assets - - - - - -
Total non-current assets 23 465 1 503 166 (3) 135 -
Current assets
Inventories 3 758 - - - - -
Trade and other receivables due 4 505 - - - - -
within one year
Financial assets 1 016 - - - - -
Cash and cash equivalents 1 587 - - - - -
Total current assets 10 866 - - - - -
Current liabilities
Creditors due within one year (14 570) - - - - -
Borrowings (5 155) - - - - -
Trade and other payables (9 415) - - - - -
Current tax liabilities - - - - - -
Net current assets/ (3 704) - - - - -
(liabilities)
Total assets less current 19 761 1 503 166 (3) 135 -
liabilities
Non-current liabilities
Creditors due after more than 7 610 - - - - -
one year
Borrowings 6 893 - - - - -
Trade and other payables 717 - - - - -
Provisions for liabilities and 1 370 (6) - - -
charges
(excluding pensions and similar
obligations)
Restructuring and other 1 348 - - - -
provisions
Interest in associates 22 (6) - - - -
Liabilities for pensions and 4 374 - - - 186 -
similar obligations
Pension liability for funded 1 633 - - - 43 -
schemes in deficit
Pension liability for unfunded 2 741 - - - 143 -
schemes
Deferred tax liabilities 511 (33) 50 1 (15) 1 068
Total non-current liabilities 13 865 (39) 50 1 171 1 068
Shareholders' equity
Called up share capital 642 - - - - -
Share premium account 1 530 - - - - -
Other reserves (2 735) - - - - -
Retained profit 6 097 1 540 115 (4) (36) (1 068)
Total shareholders' equity 5 534 1 540 115 (4) (36) (1 068)
Minority interests 362 2 1 - - -
Total equity 5 896 1 542 116 (4) (36) (1 068)
Total capital employed 19 761 1 503 166 (3) 135 -
Tax Joint Dividends Other Total Restated
reclassifying ventures effect of under
effect and transition IFRS
associates to IFRS
EUR EUR EUR EUR EUR EUR
million million million million million million
Non-current assets
Goodwill - - - - 600 12 108
Intangible assets - - - - 1 069 4 899
Property, plant and - - - (54) (90) 6 181
equipment
Biological assets - - - - 33 33
Joint ventures and - - - - - 54
associates
Other non-current - - - 376 550 698
investments
Pension asset for 208 - - - 169 625
funded schemes in
surplus
Trade and other (973) - - 54 (919) 279
receivables due after
more than one year
Deferred tax assets 1 491 - - - 1 491 1 491
Total non-current 726 - - 376 2 903 26 368
assets
Current assets
Inventories - - - (2) (2) 3 756
Trade and other - - - (374) (374) 4 131
receivables due within
one year
Financial assets - - - (3) (3) 1 013
Cash and cash - - - 3 3 1 590
equivalents
Total current assets - - - (376) (376) 10 490
Current liabilities
Creditors due within 686 - 1 215 - 1 901 (12 669)
one year
Borrowings - - - - - (5 155)
Trade and other 686 - 1 215 - 1 901 (7 514)
payables
Current tax liabilities (686) - - (32) (718) (718)
Net current assets/ - - 1 215 (408) 807 (2 897)
(liabilities)
Total assets less 726 - 1 215 (32) 3 710 23 471
current liabilities
Non-current liabilities
Creditors due after - - - - - 7 610
more than one year
Borrowings - - - - - 6 893
Trade and other - - - - - 717
payables
Provisions for - - - - (6) 1 364
liabilities and charges
(excluding pensions and
similar obligations)
Restructuring and other - - - - - 1 348
provisions
Interest in associates - - - - (6) 16
Liabilities for 1 519 - - - 1 705 6 079
pensions and similar
obligations
Pension liability for 615 - - - 658 2 291
funded schemes in
deficit
Pension liability for 904 - - - 1 047 3 788
unfunded schemes
Deferred tax (793) - - - 278 789
liabilities
Total non-current 726 - - - 1 977 15 842
liabilities
Shareholders' equity
Called up share capital - - - - - 642
Share premium account - - - - - 1 530
Other reserves - - - - - (2 735)
Retained profit - - 1 215 (32) 1 730 7 827
Total shareholders' - - 1 215 (32) 1 730 7 264
equity
Minority interests - - - - 3 365
Total equity - - 1 215 (32) 1 733 7 629
Total capital employed 726 - 1 215 (32) 3 710 23 471
DIVIDENDS
The Boards have resolved to recommend to the Annual General Meetings of NV and
PLC, to be held on 8 May 2006 and 9 May 2006 respectively, the declaration of
final dividends in respect of 2005 on the ordinary capitals at the following
rates which are equivalent in value at the rate of exchange applied in terms of
the Equalisation Agreement between the two companies.
As required under IAS 10, final dividends for 2005 are not reflected in the
financial statements for the year ended 31 December 2005, since they had not
been approved by shareholders at the balance sheet date.
Unilever N.V.
EUR1.32 per ordinary share (2004: EUR1.26), bringing the total of NV's dividend
for 2005 to EUR1.98 per ordinary share (2004: EUR1.89).
Unilever PLC
13.54p per ordinary share (2004: 12.82p), bringing the total of PLC's dividend
for 2005 to 20.31p per ordinary share (2004: 19.15p).
Subject to AGM approval, the NV final dividend will be paid on 12 June 2006, to
shareholders registered at close of business on 9 May 2006.
Subject to AGM approval, the PLC final dividend will be paid on 12 June 2006, to
shareholders registered at close of business on 19 May 2006.
Dividend on New York shares of NV
US dollar checks for the final dividend on the New York Shares of EUR0.51*
nominal amount after deduction of Netherlands withholding tax at the appropriate
rate, converted at the euro/dollar European Central Bank rate of exchange on 8
May 2006 will be mailed on 11 June 2006 to holders of record at the close of
business on 12 May 2006. If converted at the euro/dollar rate of exchange on 8
February 2006, the NV final dividend would be US $1.577136 per New York share
(2004 final dividend: US $1.619604 actual payment) before deduction of
Netherlands withholding tax. With the interim dividend in respect of 2005 of US
$0.791472 at the actual euro/ dollar conversion rate, already paid, this would
result in a total for interim and final dividends in respect of 2005 of US
$2.368608 per New York Share (2004: US $2.424996 actual payment).
* 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
US Dollar checks for the final dividend on the American Depositary Receipts in
PLC converted at the sterling/dollar rate of exchange current in London on
9 May 2006 will be mailed on 11 June 2006 to holders of record at the close of
business on 19 May 2006. Each American Depositary Receipt in PLC represents four
1.4p ordinary shares in PLC. The PLC final dividend will therefore be 54.16p per
American Depositary Receipt in PLC. If converted at the sterling/dollar rate of
exchange on 8 February 2006, the PLC final dividend would be US $0.9438 per
American Depositary Receipt in PLC (2004 final dividend: US $0.9658 actual
payment). With the interim dividend in respect of 2005 of US $0.4779 at the
actual sterling/dollar conversion rate, already paid, this would result in a
total for interim and final dividends in respect of 2005 of US $1.4217 per
American Depositary Receipt in PLC (2004: US $1.4312 actual payment).
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.
In the calculation of diluted earnings per share, a number of adjustments are
made to the number of shares, principally the following: (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
EUR0.05 NV preference shares (up to the point of conversion); and
(iii) the exercise of share options by employees.
Earnings per share for total operations for the full year
2005 2004
Combined EPS Thousands of units
Average number of combined share units of EUR 0.51 970 990 963 407
Average number of combined share units of 1.4p 6 473 266 6 422 715
EUR million
Net profit attributable to shareholders' equity 3 766 2 755
Less: preference dividends n/a (28)
Net profit attributable to shareholders' equity for 3 766 2 727
basic earnings per share calculation
Combined EPS per EUR 0.51 (Euros) 3.88 2.83
Combined EPS per 1.4p (Euro cents) 58.17 42.46
Combined EPS - Diluted Thousands of units
Adjusted average number of combined share units of EUR 0.51 1 002 303 1 010 885
Adjusted average number of combined share units of 1.4p 6 682 023 6 739 234
EUR million
Adjusted net profit attributable to shareholders' equity 3 769 2 748
Combined diluted EPS per EUR 0.51 (Euros) 3.76 2.72
Combined diluted EPS per 1.4p (Euro cents) 56.40 40.78
Combined EPS - American shares
Combined EPS per EUR 0.51 NV New York Share $4.82 $3.50
Combined EPS per 5.6p PLC American Depositary Receipt $2.89 $2.10
Combined diluted EPS per EUR 0.51 NV New York Share $4.68 $3.37
Combined diluted EPS per 5.6p PLC American Depositary Receipt $2.81 $2.02
DATES
The Annual Report and Accounts 2005 will be published on 29 March 2006. The
results for the first quarter 2006 will be published on 4 May 2006.
ENQUIRIES: UNILEVER PRESS OFFICE
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9 February 2006