Obligation Unilever Ventures 2.1% ( US904764AR81 ) en USD

Unilever Ventures

100 % ⇌

Etas-Unis

US904764AR81 ( en USD )

2.1% par an ( paiement semestriel )

30/07/2020 - Obligation échue

Prospectus brochure de l'obligation Unilever Capital US904764AR81 en USD 2.1%, échue

100 000 USD

500 000 000 USD

904764AR8

N/A

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 ( Etas-Unis ) , en USD, avec le code ISIN US904764AR81, paye un coupon de 2.1% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 30/07/2020

424B5 1 a2225534z424b5.htm 424B5
Use these links to rapidly review the document
TABLE OF CONTENTS
TABLE OF CONTENTS
Table of Contents
CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to
Amount to be
Maximum Offering
Maximum Aggregate
Amount of
be Registered

Registered(1)

Price Per Unit(1)

Offering Price
Registration Fee(1)(2)

2.100% Notes due 2020

$500,000,000

100%

$500,000,000

$58,100

3.100% Notes due 2025

$500,000,000

100%

$500,000,000

$58,100

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933 (the "Securities Act").
(2)
Pursuant to Rule 415(a)(6), $4,500,000,000 aggregate principal amount of securities which were registered on Registration Statement
No. 333-12592 and remain unsold were included in Registration Statement No. 333-199023. A filing fee of $950,184 was paid with
respect to such unsold securities. Following this offering, $3,500,000,000 aggregate principal amount of securities remain unsold and
available for takedown from Registration Statement No. 333-199023.
Filed Pursuant to Rule 424(b)(5)
Registration Statement No. 333-199023
PROSPECTUS SUPPLEMENT
(To Prospectus dated September 30, 2014)
Unilever Capital Corporation
$500,000,000 2.100% Senior Notes due 2020
$500,000,000 3.100% Senior Notes due 2025
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 2.100% senior notes due 2020 (the "2020 Notes") on January 30 and July 30 of each year,
commencing January 30, 2016. Unilever Capital Corporation will pay interest on the 3.100% senior notes due 2025 (the "2025 Notes" and,
together with the 2020 Notes, the "Notes") on January 30 and July 30 of each year, commencing January 30, 2016. 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 each series of Notes in whole or in part at any time at the applicable redemption price described in
this prospectus supplement plus accrued interest. See "Description of the Notes."
See "Risk Factors" beginning on page S-2 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 (the "SEC") 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
http://www.sec.gov/Archives/edgar/data/110390/000104746915006376/a2225534z424b5.htm[7/29/2015 9:14:22 AM]

the contrary is a criminal offense.

2020 Notes

2025 Notes

Per Note

Total

Per Note

Total

Public Offering Price
99.421% $ 497,105,000 98.838% $ 494,190,000
Underwriting Discount(1)

0.350% $
1,750,000
0.450% $
2,250,000
Proceeds to Unilever Capital Corporation
99.071% $ 495,355,000 98.388% $ 491,940,000
(1)
See "Underwriting."
The initial public offering prices set forth above do not include accrued interest, if any. Interest on the Notes will accrue from July 31, 2015,
and must be paid by the purchaser if the Notes are delivered after July 31, 2015.
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 July 31, 2015.
Joint Bookrunners
Citigroup

Goldman, Sachs & Co.

J.P. Morgan
UBS Investment Bank

The date of this Prospectus Supplement is July 28, 2015.
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 jurisdiction where the offer is not permitted. You should not assume that the information contained in 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

Page
Prospectus Supplement

ABOUT THIS PROSPECTUS SUPPLEMENT
S-1

RISK FACTORS
S-2

WHERE YOU CAN FIND MORE INFORMATION ABOUT US
S-6

EXCHANGE RATES
S-7

FORWARD-LOOKING AND CAUTIONARY STATEMENTS
S-8

UNILEVER GROUP
S-9

CAPITALIZATION
S-12

http://www.sec.gov/Archives/edgar/data/110390/000104746915006376/a2225534z424b5.htm[7/29/2015 9:14:22 AM]

USE OF PROCEEDS
S-13

SELECTED FINANCIAL DATA
S-14

DESCRIPTION OF THE NOTES
S-15

TAXATION
S-21

UNDERWRITING
S-27

LEGAL MATTERS
S-31

EXPERTS
S-31
Prospectus

ENFORCEMENT OF CIVIL LIABILITIES AGAINST FOREIGN PERSONS

2

WHERE YOU CAN FIND MORE INFORMATION ABOUT US

3

UNILEVER GROUP

4

RATIOS OF EARNINGS TO FIXED CHARGES

6

USE OF PROCEEDS

7

DESCRIPTION OF DEBT SECURITIES AND GUARANTEES

7

PLAN OF DISTRIBUTION

20

LEGAL MATTERS

21

EXPERTS

21
S-i
Table of Contents
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 the accompanying prospectus and the offering of the Notes in certain jurisdictions may be
restricted by law. This prospectus supplement and the accompanying 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 supplement 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 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 supplement, references to "$", "US$", and "U.S. dollars" are to the lawful currency of the United States of America,
references to "£" 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 "Notes" are to the 2.100% Senior Notes due 2020 and the 3.100% Senior Notes due 2025, issued by Unilever Capital
http://www.sec.gov/Archives/edgar/data/110390/000104746915006376/a2225534z424b5.htm[7/29/2015 9:14:22 AM]

Corporation ("UCC") and guaranteed jointly, severally, fully and unconditionally by Unilever N.V., Unilever PLC and Unilever United States, Inc.
("UNUS").
ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement is part of a registration statement filed with the SEC utilizing a "shelf" registration process. There is on file with
the SEC (and attached hereto) a prospectus dated September 30, 2014 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-1
Table of Contents
RISK FACTORS
Our business is subject to risks and uncertainties. The risks that we regard as the most relevant to our business are set out below. We have
undertaken certain mitigating actions that we believe help us to manage the risks identified below. However, we may not be successful in
deploying some or all of these mitigating actions. If the circumstances in these risk factors occur or are not successfully mitigated, our cashflow,
operating results, financial position, business and reputation could be materially adversely affected. In addition, risks and uncertainties could
cause actual results to vary from those described in this document, or could impact on our ability to meet our targets or be detrimental to our
profitability or reputation. This list is not intended to be exhaustive and there may be other risks and uncertainties that are not mentioned below
that could impact our future performance or our ability to meet published targets. The risks and uncertainties discussed below should be read in
conjunction with the Group's consolidated financial statements and related notes and the portions of the Report of the Directors that are
incorporated by reference from the Group's Annual Report and Accounts 2014 (furnished to the SEC on March 6, 2015 on Form 6-K) and other
information included in or incorporated by reference in our Form 20-F for the year ended December 31, 2014.
Brand Preference
As a branded goods business, Unilever's success depends on the value and relevance of our brands and products to consumers across the world
and on our ability to innovate and remain competitive.
Consumer tastes, preferences and behaviours are constantly changing, and Unilever's ability to anticipate and respond to these changes and to
continue to differentiate our brands and products is vital to our business.
We are dependent on creating innovative products that continue to meet the needs of our consumers. If we are unable to innovate effectively,
Unilever's sales or margins could be materially adversely affected.
Portfolio Management
Unilever's strategic investment choices will affect the long-term growth and profits of our business.
Unilever's growth and profitability are determined by our portfolio of categories, geographies and channels and how these evolve over time. If
Unilever does not make optimal strategic investment decisions, then Unilever's opportunities for growth and improved margin could be missed.
Sustainability
The success of our business depends on finding sustainable solutions to support long-term growth.
Unilever's vision to double the size of our business while reducing our environmental footprint and increasing our positive social impact will
require more sustainable ways of doing business. This means reducing our environmental footprint while increasing the positive social benefits of
Unilever's activities. We are dependent on the efforts of partners and various certification bodies to achieve our sustainability goals. There can be
no assurance that sustainable business solutions will be developed and failure to do so could limit Unilever's growth and profit potential and
damage our corporate reputation.
Customer relationships
http://www.sec.gov/Archives/edgar/data/110390/000104746915006376/a2225534z424b5.htm[7/29/2015 9:14:22 AM]

Successful customer relationships are vital to our business and continued growth.
Maintaining strong relationships with our customers is necessary for our brands to be well presented to our consumers and available for
purchase at all times.
S-2
Table of Contents
The strength of our customer relationships also affects our ability to obtain pricing and secure favourable trade terms.
Unilever may not be able to maintain strong relationships with customers and failure to do so could negatively impact the terms of business
with the affected customers and reduce the availability of our products to consumers.
Talent
A skilled workforce is essential for the continued success of our business.
Our ability to attract, develop and retain the right number of appropriately qualified people is critical if we are to compete and grow
effectively.
This is especially true in our key emerging markets where there can be a high level of competition for a limited talent pool.
The loss of management or other key personnel or the inability to identify, attract and retain qualified personnel could make it difficult to
manage the business and could adversely affect operations and financial results.
Supply chain
Our business depends on purchasing materials, efficient manufacturing and the timely distribution of products to our customers.
Our supply chain network is exposed to potentially adverse events such as physical disruptions, environmental and industrial accidents or
bankruptcy of a key supplier which could impact our ability to deliver orders to our customers.
The cost of our products can be significantly affected by the cost of the underlying commodities and materials from which they are made.
Fluctuations in these costs cannot always be passed on to the consumer through pricing.
Safe and high quality products
The quality and safety of our products are of paramount importance for our brands and our reputation.
The risk that raw materials are accidentally or maliciously contaminated throughout the supply chain or that other product defects occur due to
human error, equipment failure or other factors cannot be excluded.
Systems and information
Unilever's operations are increasingly dependent on IT systems and the management of information.
We interact electronically with customers, suppliers and consumers in ways which place ever greater emphasis on the need for secure and
reliable IT systems and infrastructure and careful management of the information that is in our possession.
Disruption of our IT systems could inhibit our business operations in a number of ways, including disruption to sales, production and
cashflows, ultimately impacting our results.
There is also a threat from unauthorised access and misuse of sensitive information. Unilever's information systems could be subject to
unauthorised access or the mistaken disclosure of information which disrupts Unilever's business and/or leads to loss of assets.
S-3
http://www.sec.gov/Archives/edgar/data/110390/000104746915006376/a2225534z424b5.htm[7/29/2015 9:14:22 AM]

Table of Contents
Business transformation
Successful execution of business transformation projects is key to delivering their intended business benefits and avoiding disruption to other
business activities.
Unilever is continually engaged in major change projects, including acquisitions and disposals and outsourcing, to drive continuous
improvement in our business and to strengthen our portfolio and capabilities.
Failure to execute such transactions or change projects successfully, or performance issues with third party outsourced providers on which we
are dependent, could result in under-delivery of the expected benefits. Furthermore, disruption may be caused in other parts of the business.
External economic and political risks and natural disasters
Unilever operates across the globe and is exposed to a range of external economic and political risks and natural disasters that may affect the
execution of our strategy or the running of our operations.
Adverse economic conditions may result in reduced consumer demand for our products and may affect one or more countries within a region,
or may extend globally.
Government actions such as fiscal stimulus, changes to taxation and price controls can impact on the growth and profitability of our local
operations.
Social and political upheavals and natural disasters can disrupt sales and operations.
In 2014, more than half of Unilever's turnover came from emerging markets including Brazil, India, Indonesia, Turkey, South Africa, China,
Mexico and Russia. These markets offer greater growth opportunities but also expose Unilever to economic, political and social volatility in these
markets.
Treasury and Pensions
Unilever is exposed to a variety of external financial risks in relation to Treasury and Pensions.
Changes to the relative value of currencies can fluctuate widely and could have a significant impact on business results. Further, because
Unilever consolidates its financial statements in euros it is subject to exchange risks associated with the translation of the underlying net assets and
earnings of its foreign subsidiaries.
We are also subject to the imposition of exchange controls by individual countries which could limit our ability to import materials paid in
foreign currency or to remit dividends to the parent company.
Currency rates, along with demand cycles, can also result in significant swings in the prices of the raw materials needed to produce our goods.
Unilever may face liquidity risk, i.e. difficulty in meeting its obligations, associated with its financial liabilities. A material and sustained
shortfall in our cash flow could undermine Unilever's credit rating, impair investor confidence and also restrict Unilever's ability to raise funds.
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.
In times of financial market volatility, we are also potentially exposed to counter-party risks with banks, suppliers and customers.
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
S-4
Table of Contents
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
http://www.sec.gov/Archives/edgar/data/110390/000104746915006376/a2225534z424b5.htm[7/29/2015 9:14:22 AM]

adverse impact on profitability and cash flow.
Ethical
Acting in an ethical manner, consistent with the expectations of customers, consumers and other stakeholders, is essential for the protection of
the reputation of Unilever and its brands.
Unilever's brands and reputation are valuable assets and the way in which we operate, contribute to society and engage with the world around
us is always under scrutiny both internally and externally.
Despite the commitment of Unilever to ethical business and the steps we take to adhere to this commitment, there remains a risk that activities
or events cause us to fall short of our desired standard, resulting in damage to Unilever's corporate reputation and business results.
Legal and regulatory
Compliance with laws and regulations is an essential part of Unilever's business operations.
Unilever is subject to local, regional and global laws and regulations in such diverse areas as product safety, product claims, trademarks,
copyright, patents, competition, employee health and safety, the environment, corporate governance, listing and disclosure, employment and taxes.
Failure to comply with laws and regulations could expose Unilever to civil and/or criminal actions leading to damages, fines and criminal
sanctions against us and/or our employees with possible consequences for our corporate reputation.
Changes to laws and regulations could have a material impact on the cost of doing business. Tax, in particular, is a complex area where laws
and their interpretation are changing regularly, leading to the risk of unexpected tax exposure.
S-5
Table of Contents
WHERE YOU CAN FIND MORE INFORMATION ABOUT US
Unilever N.V. and Unilever PLC file annual reports with and furnish other information to the SEC. You may read and copy any document we
file with or furnish to the SEC at the SEC's public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-
SEC-0330 for further information on the public reference room. The SEC maintains an Internet site that contains reports, proxy and information
statements, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov.
The SEC allows us to "incorporate by reference" into this prospectus supplement the information we file with or furnish to it, which means
that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to
be a part of this prospectus supplement, and information that we file with the SEC after the date of this prospectus supplement will automatically
update and supersede the information in this prospectus supplement. We incorporate by reference the documents listed below and any future filings
with the SEC under Section 13(a), 14 or 15(d) of the Securities Exchange Act of 1934, including any Form 6-K that we furnish to the SEC which
so provides, until our offering is completed (Unilever N.V.'s and Unilever PLC's file numbers with the SEC are No. 1-4547 and No. 1-4546,
respectively):
(a)
The Annual Report on Form 20-F of Unilever N.V. and Unilever PLC for the year ended December 31, 2014;
(b)
Unilever N.V.'s Reports on Form 6-K furnished to the SEC on March 6, 2015 (Annual Report and Accounts 2014), March 17, 2015
(Chairman's Letter and Notice of Meeting, Voting Instruction Form), April 30, 2015 (Changes to Membership of Board
Committees), May 1, 2015 (Publication of Prospectus), May 19, 2015 (Unilever Board Change), May 28, 2015 (Issue of Debt),
June 1, 2015 (Publication of Final Terms) and July 24, 2015 (Half Year Results); and
(c)
Unilever PLC's Reports on Form 6-K furnished to the SEC on January 6, 2015 (Director/PDMR Shareholding), January 8, 2015
(Holding(s) in Company), February 2, 2015 (Holdings in Company, Director/PDMR Shareholding, Publication of Prospectus, Issue
of Debt, Publication of Final Terms), March 2, 2015 (Director/PDMR Shareholding), March 6, 2015 (Annual Report and Accounts
2014), March 25, 2015 (Chairman's Letter and Notice of Meeting, Voting Instruction Form), April 2, 2015 (Director/PDMR
Shareholding, Unilever Board Changes, Annual Financial Report, Notification of a Change to the Boards), April 30, 2015 (2015
Annual General Meeting Results), April 30, 2015 (Changes to Membership of Board Committees), May 1, 2015 (Publication of
http://www.sec.gov/Archives/edgar/data/110390/000104746915006376/a2225534z424b5.htm[7/29/2015 9:14:22 AM]

Prospectus), May 7, 2015 (Director/PDMR Shareholding), May 19, 2015 (Unilever Board Change), May 28, 2015 (Issue of Debt),
June 1, 2015 (Publication of Final Terms), June 2, 2015 (Director Declaration, Director/PDMR Shareholding) and July 24, 2015
(Half Year Results).
The Notes will be governed by the amended and restated indenture (the "Indenture") dated as of September 22, 2014 between UCC,
Unilever N.V., Unilever PLC, UNUS and The Bank of New York Mellon, as trustee, which has been filed as an exhibit to the registration
statement (File No. 333-199023), of which this prospectus supplement forms a part and is incorporated by reference in this prospectus supplement.
You may request a paper copy of these filings at no cost, by writing to or telephoning us at the following address:
Vice President--Finance
Unilever United States, Inc.
700 Sylvan Avenue
Englewood Cliffs, NJ 07632
(201) 894-2829
S-6
Table of Contents
EXCHANGE RATES
The following table sets forth, for the periods and dates indicated, certain information concerning the Noon Buying Rate in New York City for
cable transfers as certified for customs purposes by the Federal Reserve Bank of New York (i) for pounds sterling (expressed in US$ per £1.00)
and (ii) for euro (expressed in euro per US$1.00).

Six

One month ended

months

ended

Year ended December 31,

June 30,
Jan 31,
Feb 28,
Mar 31,
Apr 30,
May 31,
Jun 30,

2010 2011 2012 2013 2014 2014 2015
2015

2015

2015

2015

2015

2015

US$ per
£1.00

Rate at period
end

1.54
1.55
1.63
1.66
1.56
1.71
1.57
1.50
1.54
1.49
1.53
1.53
1.57
Average rate
1.55
1.60
1.59
1.56
1.65
1.67
1.52
1.51
1.53
1.50
1.50
1.55
1.56
High

1.64
1.67
1.62
1.66
1.72
1.71
1.59
1.54
1.55
1.54
1.55
1.58
1.59
Low

1.43
1.54
1.53
1.48
1.55
1.63
1.46
1.50
1.50
1.47
1.46
1.51
1.52
US$1.00 per
Euro

Rate at period
end

1.33
1.30
1.32
1.38
1.21
1.37
1.12
1.13
1.12
1.07
1.12
1.10
1.12
Average rate
1.33
1.39
1.29
1.33
1.33
1.37
1.12
1.16
1.14
1.08
1.08
1.12
1.12
High

1.45
1.49
1.35
1.38
1.39
1.39
1.20
1.20
1.15
1.12
1.12
1.14
1.14
Low

1.20
1.29
1.21
1.28
1.21
1.35
1.05
1.13
1.12
1.05
1.06
1.09
1.09
On June 30, 2015, the exchange rates between euros and U.S. dollars and between pound sterling and U.S. dollars were as follows: US$1.57 =
£1.00 and US$1.12 = Euro 1.00. See "Risk Factors--Treasury and Pensions."
S-7
Table of Contents
FORWARD-LOOKING AND CAUTIONARY STATEMENTS
This prospectus supplement may contain forward-looking statements, including "forward-looking statements" within the meaning of the
United States Private Securities Litigation Reform Act of 1995. Words such as "will", "aim", "expects", "anticipates", "intends", "looks",
"believes", "vision", or the negative of these terms and other similar expressions of future performance or results, and their negatives, are intended
to identify such forward-looking statements. 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
http://www.sec.gov/Archives/edgar/data/110390/000104746915006376/a2225534z424b5.htm[7/29/2015 9:14:22 AM]

materially from those expressed or implied by these forward-looking statements. Among other risks and uncertainties, the material or principal
factors which could cause actual results to differ materially are: Unilever's global brands not meeting consumer preferences; Unilever's ability to
innovate and remain competitive; Unilever's investment choices in its portfolio management; inability to find sustainable solutions to support long-
term growth; customer relationships; the recruitment and retention of talented employees; disruptions in our supply chain; the cost of raw materials
and commodities; the production of safe and high quality products; secure and reliable IT infrastructure; successful execution of acquisitions,
divestitures and business transformation projects; economic and political risks and natural disasters; financial risks; failure to meet high ethical
standards; and managing regulatory, tax and legal matters. 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 SEC, including in the Group's Annual Report on Form 20-F for
the year ended December 31, 2014 and the Annual Report and Accounts 2014. These forward-looking statements speak only as of the date of this
prospectus supplement. 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.
S-8
Table of Contents
UNILEVER GROUP
Unilever N.V. and Unilever Plc
History and Structure of Unilever
Unilever N.V. ("N.V.") and Unilever PLC ("PLC") are the two parent companies of the Unilever Group of companies. N.V. was incorporated
under the name Naamlooze Vennootschap Margarine Unie in The Netherlands in 1927. PLC was incorporated under the name Lever Brothers
Limited in England and Wales in 1894.
Together with their group companies, N.V. and PLC operate as nearly as practicable as a single economic entity. This is achieved by special
provisions in the Articles of Association of N.V and PLC, together with a series of agreements between N.V. and PLC (The Equalisation
Agreement, The Deed of Mutual Covenants and The Agreement for Mutual Guarantees of Borrowing), known as the Foundation Agreements.
Each N.V. ordinary share represents the same underlying economic interest in the Unilever Group as each PLC ordinary share. However, N.V.
and PLC remain separate legal entities with different shareholder constituencies and separate stock exchange listings. Shareholders cannot convert
or exchange the shares of one for the shares of the other.
N.V. and PLC have the same Directors, adopt the same accounting principles and pay dividends to their respective shareholders on an
equalised basis. N.V. and PLC and their group companies constitute a single reporting entity for the purposes of presenting consolidated accounts.
Accordingly, the accounts of the Unilever Group are presented by both N.V. and PLC as their respective consolidated accounts.
N.V. is listed in Amsterdam and New York. PLC is listed in London and New York.
Business of the Unilever Group
Description of business
Unilever is one of the world's leading suppliers of fast-moving consumer goods across foods, refreshment and home and personal care
categories.
Business model
Unilever's vision is to double the size of the business, whilst reducing our environmental footprint and increasing our positive social impact.
Our business model is designed to deliver sustainable growth. The inputs to the model, like those of all major packaged goods manufacturers, are
threefold: brands; people; and operations. The differentiator in our business model is the Unilever Sustainable Living Plan (USLP) and our purpose
to make sustainable living commonplace.
Brands
Unilever manages its brands in four categories.
http://www.sec.gov/Archives/edgar/data/110390/000104746915006376/a2225534z424b5.htm[7/29/2015 9:14:22 AM]

Unilever Personal Care ("PC") operates in five key categories: deodorants, skin cleansing, hair care, oral care and skin care. Dove, Rexona,
Lux, Axe and Signal are some of the world's leading PC brands. Other important brands include Pond's, Vaseline, Suave, Clear, Lifebuoy and
TRESemmé. On June 24, 2015 Unilever announced that it had signed an agreement to acquire Dermalogica.
Refreshment includes ice cream sold under the international Heart brand (Wall's), including Cornetto, Magnum, Max/Paddlepop, Carte d'Or,
Fruttare/Solero, Kibon, Algida and Ola. Unilever's portfolio also includes Ben & Jerry's, Breyers, Klondike, Good Humor, Popsicle and Talenti.
This category
S-9
Table of Contents
also includes beverages, where Unilever's principal brands are in tea: Lipton, Brooke Bond and PG Tips, as well as nutritionally enhanced drinks
sold in developing markets, including AdeS and Buavita.
Unilever's Home Care ranges include laundry products, such as tablets, traditional powders and liquids for washing of clothing by hand or
machine. Unilever's brands include OMO ('Dirt is Good' platform), Comfort, Surf, Radiant and Skip. Unilever's household care products include
surface cleaners and bleach, sold under the Cif, Domestos and Sun/Sunlight brands and the 'Living Hygiene' brand platform.
Foods consists of savoury products, dressings and spreads, and includes bouillons, seasonings, mealmakers, soups, sauces and a range of other
savoury products and stretches from mayonnaise, salad dressings, ketchup and mustard to margarines, spreads and liquid margarines. Unilever's
key brands here are Knorr, Hellmann's, Kissan, Bango, Becel/Flora (Heart Health), Rama/Blue Band (Family Goodness), Calvé, Maizena,
Amora and Maille. Within this group, Unilever also includes sales of Unilever Food Solutions, which is a global food service business providing
solutions for professional chefs and caterers.
Markets
Unilever operates with a single global markets organization under the Chief Executive Officer. There are eight geographical market clusters
within such organization which are: Europe (including Central and Eastern Europe), North Asia (Greater China and North East Asia), South East
Asia and Australasia, South Asia, Africa (Central Africa and South Africa), North America, Latin America (including Mexico) and (as one market
cluster) North Africa, Middle East, Turkey, Russia, Ukraine and Belarus.
Legal Proceedings
The Group is involved from time to time in legal and arbitration proceedings arising in the ordinary course of business.
As previously disclosed, along with other consumer products companies and retail customers, Unilever is involved in a number of ongoing
investigations by national competition authorities. These proceedings and investigations are at various stages and concern a variety of product
markets. In the second half of 2013 Unilever recognised provisions of 120 million related to these cases, disclosed within non-core items. In the
second half of 2014 these provisions were increased by a further 30 million.
Ongoing compliance with competition laws is of key importance to Unilever. It is Unilever's policy to co-operate fully with competition
authorities whenever questions or issues arise. In addition, the Group continues to reinforce and enhance its internal competition law compliance
program on an ongoing basis. As disclosed above, where specific issues arise provisions are made and contingent liabilities disclosed to the extent
appropriate.
During 2004 in Brazil, and in common with many other businesses operating in that country, one of our Brazilian subsidiaries received a
notice of infringement from the Federal Revenue Service. The notice alleges that a 2001 reorganisation of the Group's local corporate structure was
undertaken without valid business purpose. The 2001 reorganisation was comparable with restructurings done by many companies in Brazil. The
original dispute was resolved in the courts in the Group's favour. However, in 2013 a new assessment was raised in respect of a similar matter.
Additionally, during the course of 2014 another notice of infringement was issued based on the same grounds argued in the previous assessments.
The Group believes that the likelihood of a successful challenge by the tax authorities is low, however, there can be no guarantee of success in
court.
S-10
Table of Contents
http://www.sec.gov/Archives/edgar/data/110390/000104746915006376/a2225534z424b5.htm[7/29/2015 9:14:22 AM]

Document Outline

#1">
- #1">