Obligation Unilever Ventures 4.25% ( US904764AM94 ) en USD

Unilever Ventures

100 % ⇌

Etats-unis

US904764AM94 ( en USD )

4.25% par an ( paiement semestriel )

10/02/2021 - Obligation échue

Prospectus brochure de l'obligation Unilever Capital US904764AM94 en USD 4.25%, échue

904764AM9

Unilever Ventures, anciennement Unilever Capital, est le fonds d'investissement de capital-risque d'Unilever, investissant dans des start-ups innovantes liées à la nutrition, au bien-être personnel et à la maison.

L'Obligation émise par Unilever Ventures ( Etats-unis ) , en USD, avec le code ISIN US904764AM94, paye un coupon de 4.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 10/02/2021

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424B5 1 a2201831z424b5.htm 424B5
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TABLE OF CONTENTS

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities
Amount to be
Maximum Offering
Maximum Aggregate
Amount of
to be Registered
Registered(1)
Price Per Unit(1)
Offering Price
Registration Fee(1)(2)

2.750% Notes due 2016
$500,000,000
100%
$500,000,000
$58,050

4.250% Notes due 2021
$1,000,000,000
100%
$1,000,000,000
$116,100

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933 (the "Securities Act").

(2)
Pursuant to Rule 415(a)(6), $9,250,000,000 aggregate principal amount of securities which were registered on registration statement 333-12592 and remain unsold
were included in registration statement No. 333-155427. Following this offering, $6,250,000,000 aggregate principal amount of securities remain unsold and
available for takedown from Registration Statement No. 333-155427.
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Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration Number 333-155427
PROSPECTUS SUPPLEMENT
(To Prospectus dated November 18, 2008)
Unilever Capital Corporation
$500,000,000 2.750% Senior Notes due 2016
$1,000,000,000 4.250% Senior Notes due 2021
Payment of Principal, Premium, if any, and Interest Guaranteed Jointly, Severally, Fully and Unconditionally by
Unilever N.V., Unilever PLC
and Unilever United States, Inc.
Unilever Capital Corporation will pay interest on the Notes on February 10 and August 10 of each year, commencing August 10, 2011. The Notes will be issued only
in denominations of $100,000 and integral multiples of $1,000 in excess of $100,000.
Unilever Capital Corporation may redeem the Notes in whole or in part at any time at the redemption prices described in this prospectus supplement plus accrued
interest. See "Description of the Notes."
See "Risk Factors" beginning on page S-3 of this prospectus supplement for a discussion of certain risks that you should consider in connection with an
investment in the Notes.
Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy
or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.

Per 2016 Note
Total

Per 2021 Note
Total
Public Offering Price
99.898%
$499,490,000
99.661%
$996,610,000
Underwriting Discount(1)

0.350%
$ 1,750,000

0.450%
$ 4,500,000
Proceeds to Unilever Capital
Corporation
99.548%
$497,740,000
99.211%
$992,110,000
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(1)
See "Underwriting."
The initial public offering price set forth above does not include accrued interest, if any. Interest on the Notes will accrue from February 10, 2011 and must be paid by
the purchaser if the Notes are delivered after February 10, 2011.

The underwriters expect to deliver the Notes in book-entry form only through the facilities of The Depository Trust Company and its participants, including
Clearstream and Euroclear, on February 10, 2011.

Joint Bookrunners
Deutsche Bank Securities
J.P. Morgan
UBS Investment Bank
Prospectus Supplement dated February 7, 2011.
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Table of Contents
You should rely only on the information contained in or incorporated by reference in this prospectus supplement and the accompanying prospectus. We have
not authorized anyone to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You
should not assume that the information contained or incorporated by reference into this prospectus supplement or the accompanying prospectus is accurate as of
any date other than the date on the front of this prospectus supplement.

TABLE OF CONTENTS
Prospectus Supplement
About This Prospectus Supplement
S-2
Risk Factors
S-3
Where You Can Find More Information About Us
S-7
Exchange Rates
S-8
Forward-Looking And Cautionary Statements
S-9
Unilever Group
S-10
Capitalization
S-13
Use of Proceeds
S-13
Selected Financial Data
S-14
Description of The Notes
S-15
Taxation
S-19
Underwriting
S-24
Legal Matters
S-27
Experts
S-27

Prospectus

Enforcement of Civil Liabilities Against Foreign Persons
i
Where You Can Find More Information About Us
1
Unilever Group
2
Unilever Capital Corporation
3
Unilever United States, Inc.
4
Ratio of Earnings to Fixed Charges
4
Use of Proceeds
4
Description of Debt Securities and Guarantees
5
Plan of Distribution
16
Legal Matters
17
Experts
17
S-1
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We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. Our business, financial
condition, results of operations and prospects may have changed since the date on the front cover of this prospectus supplement.
The distribution of this prospectus supplement and prospectus and the offering of the Notes in certain jurisdictions may be restricted by law. This prospectus
supplement and prospectus do not constitute an offer, or an invitation on our behalf or on behalf of the underwriters or any of them to subscribe to or purchase, any of the
Notes, and may not be used for or in connection with an offer or solicitation by anyone, in any jurisdiction in which such an offer or solicitation is not authorized or to any
person to whom it is unlawful to make such an offer or solicitation. See "Underwriting."
Unilever N.V. and Unilever PLC and their group companies are together referred to in this prospectus as "Unilever," the "Unilever Group," "we," "us" or the "Group."
For such purposes "group companies" means, in relation to Unilever N.V. and Unilever PLC, those companies required to be consolidated in accordance with The
Netherlands and United Kingdom legislative requirements relating to consolidated accounts. Unilever N.V. and Unilever PLC and their group companies together constitute
a single group for the purpose of meeting those requirements.
In this prospectus references to "$," "US$," "US dollars" and "United States dollars" are to the lawful currency of the United States of America, references to "£," "p"
and "pounds sterling" are to the lawful currency of the United Kingdom and references to "" and "euro" are to the lawful currency of the member states of the European
Monetary Union that have adopted or that adopt the single currency in accordance with the Treaty establishing the European Community, as amended by the Treaty on
European Union.
References to the "2016 Notes" are to the 2.750% Senior Notes due 2016 and references to the "2021 Notes" are to the 4.250% Senior Notes due 2021, (the 2016 Notes
and the 2021 Notes together, the "Notes"), in each case issued by Unilever Capital Corporation and guaranteed jointly, severally, fully and unconditionally by
Unilever N.V., Unilever PLC and Unilever United States, Inc.

ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement is part of a registration statement filed with the Securities and Exchange Commission utilizing a "shelf" registration process. There is on
file with the SEC (and attached hereto) a prospectus dated November 18, 2008 that provides you with a general description of the offered guaranteed debt securities. This
prospectus supplement contains specific information about the terms of this offering. This prospectus supplement adds, updates and changes information contained in the
prospectus. You should read the prospectus and this prospectus supplement, together with additional information described below under the heading "Where You Can Find
More Information About Us."
S-2
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RISK FACTORS
Economic
Unilever's business is dependent on continuing consumer demand for our brands. Reduced consumer wealth driven by adverse economic conditions may result in our
consumers becoming unwilling or unable to purchase our products, which could adversely affect our cash flow, turnover, profits and profit margins. In addition we have a
large number of global brands, some of which have a significant carrying value as intangible assets: adverse economic conditions may reduce the value of those brands
which could require us to impair their balance sheet value.
During economic downturns access to credit could be constrained. This could impact the viability of our suppliers and customers and could temporarily inhibit the
flow of day-to-day cash transactions with suppliers and customers via the banks.
Adverse economic conditions may affect one or more countries within a region, or may extend globally. The impact on our overall portfolio will depend on the
severity of the economic slowdown, the mix of countries affected and any government response to reduce the impact such as fiscal stimulus, changes to taxation and
measures to minimise unemployment.
Markets
Unilever operates globally in competitive markets where the activities of other multinational companies, local and regional companies and customers which have a
significant private label business may adversely affect our market shares, cashflow, turnover, profits and/or profit margins.
In 2010, more than half of Unilever's turnover came from developing and emerging markets including Brazil, India, Indonesia, Turkey, South Africa, China, Mexico
and Russia. These markets are typically more volatile than developed markets, so we are continually exposed to changing economic, political and social developments
outside our control, any of which could adversely affect our business. Failure to understand and respond effectively to local market developments could put at risk our cash
flow, turnover, profit and/or profit margins.
Brands and innovation
Unilever's Mission is to help people feel good, look, good and get more out of life with brands and services that are good for them and good for others. This is
achieved by designing and delivering superior branded products/services at relevant price points to consumers across the globe. Failure to provide sufficient funding to
develop new products, lack of technical capability in the research and development function, lack of prioritisation of projects and/or failure by operating management to
successfully and quickly roll out the products may adversely impact our cash flow, turnover, profit and/or profit margins and may impact our reputation.
Customer
Increasing competitive pressure from and consolidation of customers could adversely impact our cashflow, turnover, profits and/or profit margins.
Maintaining successful relationships with our customers is key to ensuring our brands are successfully presented to our consumers and are available for purchase at all
times. Any breakdown in the relationships with customers could reduce the availability to our consumers of existing products and new product launches and therefore
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impact our cash flow, turnover, profits and/or profit margins.
The retail industry continues to consolidate in many of our markets. Further consolidation and the continuing growth of discounters could increase the competitive
retail environment by increasing customers' purchasing power, increasing the demand for competitive promotions and price discounts,
S-3
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increase cross-border sourcing to take advantage of pricing arbitrage and thus adversely impact our cash flow, turnover, profits and/or profit margins. Increased competition
between retailers could place pressure on retailer margins and increase the counterparty risk to Unilever.
Financial/Treasury
Our global operations expose us to changes in liquidity, interest rates, currency exchange rates, pensions and taxation, which may have a negative impact on our
business.
As a global organisation Unilever's asset values, earnings and cashflows are influenced by a wide variety of currencies, interest rates, tax jurisdictions and differing
taxes. If we are unable to manage our exposures to any one, or a combination, of these factors, this could adversely impact our cash flow, profits and/or profit margins. A
material and significant shortfall in net cash flow could undermine Unilever's credit rating, impair investor confidence and hinder our ability to raise funds, whether through
access to credit markets, commercial paper programmes, long-term bond issuances or otherwise. In times of financial market volatility, we are also potentially exposed to
counterparty risks with banks.
We are exposed to market interest rate fluctuations on our floating rate debt. Increases in benchmark interest rates could increase the interest cost of our floating rate
debt and increase the cost of future borrowings. Our inability to manage the interest cost effectively could have an adverse impact on our cash flow, profits and/or profit
margins.
Because of the breadth of our international operations we are subject to risks from changes to the relative value of currencies which can fluctuate widely and could
have a significant impact on our assets, cashflow, turnover, profits and/or profit margins. Further, because Unilever consolidates its financial statements in euros it is subject
to exchange risks associated with the translation of the underlying net assets of its foreign subsidiaries. We are also subject to the imposition of exchange controls by
individual countries which could limit our ability to import materials paid by foreign currency or to remit dividends to the parent company.
Certain businesses have defined benefit pension plans, most now closed to new employees, which are exposed to movements in interest rates, fluctuating values of
underlying investments and increased life expectancy. Changes in any or all of these inputs could potentially increase the cost to Unilever of funding the schemes and
therefore have an adverse impact on profitability and cash flow.
In view of the current economic climate and deteriorating government deficit positions, tax legislation in the countries in which we operate may be subject to change,
which may have an adverse impact on our profits.
Consumer safety and sustainability
Our industry is subject to focus on social and environmental issues, including sustainable development, product safety and renewable resources. If we fail to meet
applicable standards or expectations with respect to these issues, our reputation could be damaged and our business adversely affected.
Unilever has developed a strong corporate reputation over many years for its focus on social and environmental issues, including promoting sustainable renewable
resources. The Unilever brand logo is now displayed on all our products and increasingly displayed in our advertising, increasing our external exposure. In 2010, we
launched the Unilever Sustainable Living Plan that sets out our social and environmental ambitions for the coming decade. The environmental measures that we regard as
most significant are those relating to CO from energy that we use, the water we consume as part of our production processes and the amount of waste that we generate for
2
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disposal. Failure to design products with a lower environmental footprint could damage our reputation and hence long-term cash flow,
S-4
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