Unilever PLC 6-K, filed Feb 9, 2023
Unilever PLC (UL)
6-K
2023-02-09
For: 2023-02-09
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April 09, 2026
About this 6-K
Unilever PLC filed this 6-K on February 9, 2023.
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
Dated
February 09, 2023
Commission
File Number: 001-04546
UNILEVER PLC
(Translation
of registrant's name into English)
UNILEVER HOUSE, BLACKFRIARS, LONDON, ENGLAND
(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.
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UNILEVER
PLC
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/S/ M VARSELLONA
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BY M VARSELLONA
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CHIEF LEGAL OFFICER AND GROUP SECRETARY
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Date:
09 February, 2023
EXHIBIT INDEX
------------------------
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EXHIBIT
NUMBER
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EXHIBIT
DESCRIPTION
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99
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Notice
to London Stock Exchange dated 09 February 2023
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Final
Results
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Exhibit
99
2022 Full Year Results
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Strong sales growth and continued progress against
strategy
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||||||||
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Underlying performance
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GAAP measures
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||||
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(unaudited)
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2022
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vs 2021
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2022
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vs 2021
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Full Year
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Underlying sales growth (USG)
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9.0%
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Turnover
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€60.1bn
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14.5%
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Beauty
& Wellbeing
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7.8%
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Beauty
& Wellbeing
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€12.3bn
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20.8%
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Personal
Care
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7.9%
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Personal
Care
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€13.6bn
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15.9%
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Home
Care
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11.8%
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Home
Care
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€12.4bn
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17.3%
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Nutrition
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8.6%
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Nutrition
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€13.9bn
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6.1%
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Ice
Cream
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9.0%
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Ice
Cream
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€7.9bn
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14.8%
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Underlying operating profit
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€9.7bn
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0.5%
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Operating profit
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€10.8bn
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23.6%
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Underlying operating margin
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16.1%
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(230)bps
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Operating margin
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17.9%
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130bps
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Underlying earnings per share
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€2.57
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(2.1)%
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Diluted earnings per share
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€2.99
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28.8%
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Free cash flow
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€5.2bn
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€(1.2)bn
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Net profit
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€8.3bn
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24.9%
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Fourth Quarter
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USG
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9.2%
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Turnover
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€14.6bn
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11.4%
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Quarterly dividend payable in March 2023
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€0.4268
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per
share (a)
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|||
(a) See
note 10 for more information on dividends USG, UVG, UPG, UOP,
UOM, underlying EPS, constant underlying EPS, underlying effective
tax rate, FCF, net debt, ROIC and UEBITDA are non-GAAP
measures
Full year highlights
●
Underlying sales growth accelerated to
9.0%, driven by all Business Groups, with price growth of
11.3% and volumes declining 2.1%
●
Turnover increased 14.5% to €60.1
billion, including 6.2% from currency and (1.0)% from
disposals net of acquisitions
●
Underlying operating profit improved slightly
to €9.7 billion despite margin decline of 230bps
driven by input cost inflation
●
Underlying earnings per share decreased
2.1%, diluted EPS up 28.8% helped by profit on
disposals
●
Free cash flow €5.2 billion,
including €0.3 billion of tax paid on separation of ekaterra,
the global Tea business, reflects 97% cash conversion
●
€1.5 billion share buyback and €4.3
billion dividends during 2022
●
Brand and marketing investment increased
€0.5 billion in constant exchange rates
●
Our billion+ Euro brands, accounting for
53% of Group turnover, delivered underlying sales growth of 10.9%,
led by strong performances from OMO, Hellmann's, Rexona, Sunsilk and Magnum
●
Simpler, more category-focused
organisation, in place since 1 July, is driving greater
operational focus and faster decisions
Chief Executive Officer statement
"Unilever
delivered a year of strong topline growth in challenging
macroeconomic conditions. Underlying sales growth was 9.0%, driven
by disciplined pricing action in response to high input cost
inflation. Growth was broad-based across each of our five Business
Groups, led by strong performances from our billion+ Euro brands.
Despite sharp rises in material costs, we have prioritised stepping
up our brand and marketing investment. Underlying operating margin
was delivered in line with our guidance, with underlying operating
profit up for the year.
We have
made further progress in the transformation of Unilever and
continued to deliver against our strategic priorities. Our new
operating model is already unlocking a culture of bolder and more
rapid decision-making with improved accountability. We continue to
improve our growth profile, with the sale of the global Tea
business and the acquisition of Nutrafol. We are increasingly
realising the benefits from the reshaped portfolio, accelerated
savings delivery and improved execution. There is more to do, but
the changes we have made mean that we start 2023 with momentum,
setting us up well for delivering another year of higher growth,
which remains our first priority.”
Alan Jope
9
February 2023
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Outlook
for 2023
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In
2022, we carefully balanced price growth, volume and
competitiveness to navigate through the high cost inflation
environment. We will again deliver strong underlying sales growth
in 2023, with improving volume performance and competitiveness as
the year progresses. We will continue to price and drive our cost
savings programmes, in order to allow us to invest behind our
brands and deliver improved margin.
We
expect cost inflation to continue in 2023. Our expectation for net
material inflation (NMI) in the first half of 2023 is around
€1.5 billion. We anticipate significantly lower NMI in the
second half, with a wide range of possible outcomes, though we do
not expect cost deflation.
In the
first half, underlying price growth will remain high, and volume
growth will be negative. Volume will improve as price growth
softens, but it is too early to say whether volume will turn
positive in the second half. We expect 2023 underlying sales growth
to be at least in the upper half of our multi-year range of 3
– 5%.
We will
deliver only a modest improvement in underlying operating margin in
the full year, as we plan for another year of increased investment,
and with cost inflation remaining high, underlying operating margin
will be around 16% in the first half.
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Full
Year Review: Unilever Group
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(unaudited)
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Turnover
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USG
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UVG
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UPG
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A&D
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Currency
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Turnover change
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UOM%
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Change in UOM
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Full Year
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€60.1bn
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9.0%
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(2.1)%
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11.3%
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(1.0)%
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6.2%
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14.5%
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16.1%
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(230)bps
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Fourth Quarter
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€14.6bn
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9.2%
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(3.6)%
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13.3%
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(3.1)%
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5.3%
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11.4%
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Performance
Underlying
sales growth stepped up to 9.0% in 2022, led by pricing, in the
face of significant input cost inflation across our markets. Price
growth has sequentially improved in each of the past eight
quarters, reaching 13.3% in the fourth quarter and taking the full
year underlying price growth to 11.3%. This had, as expected, some
negative impact on volumes, which declined 2.1%.
Beauty
& Wellbeing grew underlying sales by 7.8% driven by price.
Volumes were slightly positive, helped by another year of strong
growth in Prestige Beauty and Health & Wellbeing, which now
account for more than €2.5 billion of turnover. Personal Care
underlying sales were up 7.9%, driven by strong pricing. Volumes
grew in Deodorants, but declined in other categories. Home Care,
which was particularly exposed to rising input costs, delivered the
highest price growth and some volume decline, leading to underlying
sales growth of 11.8%. Nutrition grew 8.6%, led by high price
growth of Dressings and a continued recovery of Unilever Food
Solutions. Ice Cream improved underlying sales by 9.0%, with strong
volume growth in out-of-home channels, benefiting from a good
summer season, but not quite compensating for lower in-home
volumes.
Emerging
markets grew underlying sales by 11.2% with price of 13.5% and
volume down 2.0%. South Asia grew strongly through both price and
volume. Price growth in Latin America increased to 20.4% with
volumes contracting by 4.6%. China declined slightly as it was
affected by pandemic-related restrictions, particularly in the
second and fourth quarters. South East Asia achieved double-digit
price growth with virtually flat volumes. Turkey delivered high
single-digit volume growth in a very inflationary environment.
Developed markets increased by 5.9%, with 8.4% from price and
(2.3)% from volume. Volumes held up better in North America than in
Europe.
Turnover
increased 14.5% to €60.1 billion, which included a currency
impact of 6.2% and (1.0)% from disposals net of acquisitions.
Underlying operating profit was €9.7 billion, up 0.5% versus
the prior year. Underlying operating margin declined by 230bps to
16.1%. Gross margin decreased by 210bps which reflected €4.3
billion of net material inflation, and increased production and
logistics costs that were only partially mitigated by our pricing
action and savings delivery. Brand and marketing investment was
stepped up by €0.5 billion in constant exchange rates. This
equated to a 10bps contribution to margin in current exchange
rates. Overheads increased by 30bps largely due to investments in
capabilities to drive growth and increased scale of our Prestige
Beauty and Health & Wellbeing businesses.
Capital allocation and operating model
On 22
July and 19 December 2022, we completed the first and second
€750 million tranches of our ongoing share buyback programme
of up to €3 billion. The quarterly interim dividend for the
fourth quarter is maintained at €0.4268. Since 1 July 2022,
our simpler, more category-focused operating model for Unilever has
been in place, organised around five Business Groups and a
technology-driven backbone, Unilever Business Operations. We are on
track to deliver the new structure within existing restructuring
plans, and to generate around €600 million of cost savings
over the first two years after 1 July 2022, with the majority in
2023.
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Conference
Call
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Following
the release of this trading statement on 9 February 2023 at 7:00 AM
(UK time), there will be a live webcast at 8:00 AM available on the
website www.unilever.com/investor-relations/results-and-presentations/latest-results.
A replay of the webcast and the slides of the presentation will be
made available after the live meeting.
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Full
Year Review: Business Groups
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Full Year 2022
|
Fourth
Quarter 2022
|
|||||||
|
(unaudited)
|
Turnover
|
USG
|
UVG
|
UPG
|
Change in UOM
|
Turnover
|
USG
|
UVG
|
UPG
|
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Unilever
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€60.1bn
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9.0%
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(2.1)%
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11.3%
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(230)bps
|
€14.6bn
|
9.2%
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(3.6)%
|
13.3%
|
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Beauty
& Wellbeing
|
€12.3bn
|
7.8%
|
0.3%
|
7.5%
|
(340)bps
|
€3.2bn
|
7.7%
|
(0.6)%
|
8.4%
|
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Personal
Care
|
€13.6bn
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7.9%
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(3.7)%
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12.1%
|
(170)bps
|
€3.5bn
|
9.1%
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(3.5)%
|
13.0%
|
|
Home
Care
|
€12.4bn
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11.8%
|
(3.5)%
|
15.9%
|
(260)bps
|
€3.2bn
|
12.3%
|
(3.8)%
|
16.7%
|
|
Nutrition
|
€13.9bn
|
8.6%
|
(2.1)%
|
10.9%
|
(170)bps
|
€3.5bn
|
10.1%
|
(4.1)%
|
14.7%
|
|
Ice
Cream
|
€7.9bn
|
9.0%
|
(0.7)%
|
9.7%
|
(220)bps
|
€1.2bn
|
2.9%
|
(9.9)%
|
14.2%
|
Beauty & Wellbeing
20% of Group turnover
|
(unaudited)
|
Turnover
|
USG
|
UVG
|
UPG
|
A&D
|
Currency
|
Turnover change
|
UOM%
|
Change in UOM
|
|
Full Year
|
€12.3bn
|
7.8%
|
0.3%
|
7.5%
|
3.7%
|
8.1%
|
20.8%
|
18.7%
|
(340)bps
|
|
Fourth Quarter
|
€3.2bn
|
7.7%
|
(0.6)%
|
8.4%
|
3.4%
|
6.9%
|
19.0%
|
|
|
Beauty
& Wellbeing underlying sales grew 7.8% with 7.5% from price and
0.3% from volume. Growth was price-led in core Skin Care and Hair
Care, while it was volume-led in Prestige Beauty and Health &
Wellbeing.
Hair
Care grew mid-single digit, helped by strong performances of
Sunsilk and Nexxus. Growth was driven by Latin
America, India and Turkey, partially offset by Europe and China
where sales were affected by pandemic-related restrictions. Skin
Care grew low-single digit. South Asia and South East Asia
delivered strong growth, helped by Lifebuoy and rollout of the Vaseline premium Gluta-Hya innovation,
while sales of AHC declined
in North Asia. Prestige Beauty delivered another year of
double-digit growth, with strong contributions from Paula’s Choice and Hourglass which continued its expansion
into China, as well as Living
Proof, which entered into the bond-building
premium hair care category. Liquid
IV and Olly drove
strong double-digit growth in Health & Wellbeing. The
acquisition of Nutrafol, a leading provider of hair
wellness products, was
completed in July.
Underlying
operating margin declined 340bps due to input cost increases and
the biggest step-up in brand and marketing investment across the
five Business Groups.
Personal Care
23% of Group turnover
|
(unaudited)
|
Turnover
|
USG
|
UVG
|
UPG
|
A&D
|
Currency
|
Turnover change
|
UOM%
|
Change in UOM
|
|
Full Year
|
€13.6bn
|
7.9%
|
(3.7)%
|
12.1%
|
–%
|
7.4%
|
15.9%
|
19.6%
|
(170)bps
|
|
Fourth Quarter
|
€3.5bn
|
9.1%
|
(3.5)%
|
13.0%
|
–%
|
6.4%
|
16.1%
|
|
|
Personal
Care underlying sales grew 7.9% with 12.1% from price and (3.7)%
from volume. The volume decline was higher in Skin Cleansing which
was particularly affected by the commodity cost
inflation.
Deodorants
performed strongly, delivering double-digit price and positive
volume growth. This was supported by continued premiumisation and
strong innovations, such as the 72-hour protection technology from
Rexona. Skin Cleansing grew
high single-digit with strong price increases in response to the
input cost inflation. While this led to a volume decline, volumes
held up better in North America, supported by premium innovations
such as the Dove deep
moisture body wash with microbiome nutrient serum that delivers a
further improved skin care experience. Oral Care achieved price-led
growth, helped by the relaunch of Pepsodent with increased naturals and
efficacy credentials in South East Asia, Africa and the Middle
East, partially offset by a sales decline in Europe. Sales of
Dollar Shave Club declined
during the year, and an impairment charge was recognised related to
the business.
Underlying
operating margin declined 170bps as a result of an input cost
driven gross margin decline.
Home Care
21% of Group turnover
|
(unaudited)
|
Turnover
|
USG
|
UVG
|
UPG
|
A&D
|
Currency
|
Turnover change
|
UOM%
|
Change in UOM
|
|
Full Year
|
€12.4bn
|
11.8%
|
(3.5)%
|
15.9%
|
–%
|
4.9%
|
17.3%
|
10.8%
|
(260)bps
|
|
Fourth Quarter
|
€3.2bn
|
12.3%
|
(3.8)%
|
16.7%
|
–%
|
3.3%
|
15.9%
|
|
|
Home
Care underlying sales grew 11.8%, with 15.9% from price and (3.5)%
from volume. Price growth was led by Fabric Cleaning which faced
the highest commodity cost impact.
Fabric
Cleaning grew high double-digit while holding volumes almost flat.
This was driven by very strong performances in South Asia, Brazil,
Turkey and Vietnam with modest sales growth in Europe and China.
The growth, which was broad-based across formats, benefitted from
our continuous market development of the liquids market, with
particularly strong contributions from OMO and Radiant. Fabric Enhancers grew high
single-digit with modest volume decline. Comfort delivered high growth in Latin
America, South Asia and Turkey, but declined in Europe where
consumers reduced their spending in the category. Home &
Hygiene grew slightly, with high single-digit volume losses across
most markets, while Air Wellness declined in 2022.
Underlying
operating margin declined 260bps driven by gross margin contraction
as a result of significant input cost inflation despite having the
highest price growth across all Business Groups.
Nutrition
23% of Group turnover
|
(unaudited)
|
Turnover
|
USG
|
UVG
|
UPG
|
A&D
|
Currency
|
Turnover change
|
UOM%
|
Change in UOM
|
|
Full Year
|
€13.9bn
|
8.6%
|
(2.1)%
|
10.9%
|
(6.9)%
|
4.9%
|
6.1%
|
17.6%
|
(170)bps
|
|
Fourth Quarter
|
€3.5bn
|
10.1%
|
(4.1)%
|
14.7%
|
(14.2)%
|
3.9%
|
(1.9)%
|
|
|
Nutrition
underlying sales grew 8.6%, with 10.9% from price and (2.1)% from
volume.
Scratch
Cooking Aids, the biggest category, delivered mid single-digit
growth. South East Asia, Africa and Latin America performed
strongly, led by Knorr,
while China declined high single-digit as a result of
pandemic-related restrictions particularly in the second and fourth
quarters. Dressings had a strong year with broad-based,
double-digit price growth and a modest volume decline, supported by
continued high growth of Hellmann’s, particularly in the
United States. Despite a decline in China, Unilever Food Solutions delivered double-digit
growth and almost recovered to pre-pandemic volume levels, helped
by extended distribution and consumers eating out-of-home more
frequently.
Underlying
operating margin declined 170bps due to an input cost driven
reduction in gross margin.
Ice Cream
13% of Group turnover
|
(unaudited)
|
Turnover
|
USG
|
UVG
|
UPG
|
A&D
|
Currency
|
Turnover change
|
UOM%
|
Change in UOM
|
|
Full Year
|
€7.9bn
|
9.0%
|
(0.7)%
|
9.7%
|
–%
|
5.4%
|
14.8%
|
11.7%
|
(220)bps
|
|
Fourth Quarter
|
€1.2bn
|
2.9%
|
(9.9)%
|
14.2%
|
–%
|
7.5%
|
10.6%
|
|
|
Ice
Cream underlying sales grew 9.0%, with 9.7% from price and (0.7)%
from volume. Strong volume growth in out-of-home was offset by
volume declines in in-home, reversing some of the pandemic-related
trends.
Out-of-home
Ice Cream achieved double-digit price and high single-digit volume
growth. The business continued to recover sales lost during the
pandemic but is yet to return to 2019 volumes. The in-home business
grew mid single-digit despite mid single-digit volume declines.
Volumes were particularly weak in the fourth quarter as a result of
lapping strong in-home sales that were boosted by lockdowns in the
prior two years. Magnum,
Cornetto and Carte d’Or delivered positive
volume growth, supported by new variant innovations such as Magnum
Remix, which has launched across 65 countries, and new Cornetto variants in Turkey, South East
Asia and China.
Underlying
operating margin declined 220bps primarily due to high input cost
inflation which affected gross margin.
|
Full
Year Review: Geographical Areas
|
|
|
Full Year 2022
|
Fourth Quarter 2022
|
||||||
|
(unaudited)
|
Turnover
|
USG
|
UVG
|
UPG
|
Turnover
|
USG
|
UVG
|
UPG
|
|
Unilever
|
€60.1bn
|
9.0%
|
(2.1)%
|
11.3%
|
€14.6bn
|
9.2%
|
(3.6)%
|
13.3%
|
|
Asia
Pacific Africa
|
€27.5bn
|
10.3%
|
(0.9)%
|
11.3%
|
€6.6bn
|
10.7%
|
(2.0)%
|
12.9%
|
|
The
Americas
|
€20.9bn
|
10.4%
|
(2.6)%
|
13.3%
|
€5.4bn
|
9.3%
|
(4.0)%
|
13.9%
|
|
Europe
|
€11.7bn
|
4.1%
|
(3.9)%
|
8.3%
|
€2.6bn
|
5.5%
|
(6.8)%
|
13.2%
|
|
|
Full Year 2022
|
Fourth Quarter 2022
|
||||||
|
(unaudited)
|
Turnover
|
USG
|
UVG
|
UPG
|
Turnover
|
USG
|
UVG
|
UPG
|
|
Emerging
markets
|
€35.3bn
|
11.2%
|
(2.0)%
|
13.5%
|
€8.7bn
|
11.6%
|
(2.8)%
|
14.8%
|
|
Developed
markets
|
€24.8bn
|
5.9%
|
(2.3)%
|
8.4%
|
€5.9bn
|
5.7%
|
(4.8)%
|
11.0%
|
|
North
America
|
€13.0bn
|
7.9%
|
(1.4)%
|
9.4%
|
€3.3bn
|
5.7%
|
(4.0)%
|
10.1%
|
|
Latin
America
|
€7.9bn
|
14.9%
|
(4.6)%
|
20.4%
|
€2.1bn
|
15.0%
|
(4.1)%
|
19.9%
|
Asia Pacific Africa
46% of Group turnover
Underlying
sales grew 10.3% with 11.3% from price and (0.9)% from volume,
driven by strong performances from Home Care and Ice Cream. India
delivered strong double-digit growth through pricing and positive
volume growth, supported by market development and continued
strength of its premium portfolio. China declined slightly for the
year as lower market growth reflected Covid lockdown effects,
particularly affecting Unilever Food Solutions and Home Care in the
second and fourth quarters. Indonesia delivered mid single-digit,
price-driven growth, while volumes were affected by a planned
reduction in stock-in-trade levels. Philippines and Vietnam
delivered broad-based double-digit growth with positive volumes.
Turkey saw consistent, strong volume growth, led by Home Care and
Ice Cream, in a hyperinflationary environment. In line with our
treatment of other hyperinflationary countries, the UPG in Turkey
was capped from the second quarter. Africa grew double-digit, with
increasing price growth and volume reductions through the
year.
The Americas
35% of Group turnover
Underlying
sales growth in North America was 7.9% with 9.4% from price and
(1.4)% from volume, helped by double-digit growth in Beauty &
Wellbeing and Nutrition, notably Dressings. Ice Cream grew high
single-digit despite volumes being negatively affected by some
service issues earlier in the year. Deodorants performed strongly,
and the Air Wellness business declined sharply in a competitive
market. Health & Wellbeing and Prestige Beauty grew
double-digit, while growth in core Skin Care and Hair Care was
modest.
Latin
America delivered underlying sales growth of 14.9%, with 20.4% from
price and (4.6)% from volume. Growth was broad-based, with all
Business Groups landing strong double-digit pricing coupled with
mid single-digit volume declines. Volumes were helped by
consumer-relevant innovations and a portfolio that spans across
price points and channels.
Europe
19% of Group turnover
Underlying
sales grew 4.1% with 8.3% from price and (3.9)% from volume.
Although price growth stepped up through the year, the negative
gross margin impact from high input cost inflation was materially
higher than in the other geographies. Ice Cream contributed
strongly to growth for the year, driven by out-of-home sales and a
strong summer season, which was partially offset by a weak fourth
quarter. Nutrition was boosted by double-digit growth of Dressings
and Unilever Food Solutions. Home Care sales declined low
single-digit, driven by Home & Hygiene. Deodorants were the
main driver of underlying sales growth in Personal Care, while
Beauty & Wellbeing grew slightly.
|
Additional
commentary on the financial statements - Full Year
|
Finance costs and tax
Net finance costs increased €139 million to €493
million in 2022. The increase was driven by a higher cost of debt
on bonds and commercial papers. This was partially offset by higher
interest income due to higher rates and cash balances than in the
prior year. Going forward, we expect net finance costs to be in the
range of 2.5% to 3.0% on average net debt. The negative impact from
rising interest rates is partially offset by a bigger interest
credit in 2023 from our pension plans which have a surplus
position.
The underlying effective tax rate was 24.1% compared with 22.6% in
2021, primarily due to changes in the geographical profit footprint
as well as reduced benefits in tax settlements and other one-off
items. Our guidance for the underlying effective tax rate remains
around 25%. In 2022, the effective tax rate was 20.4% compared with
23.1% in 2021, primarily due to the significant favourable impact
of the ekaterra Tea disposal which benefited from the participation
exemption in the Netherlands.
Joint ventures, associates and other income from
non-current
Net
profit from joint ventures and associates was €208 million,
an increase of €17 million compared to 2021. Other income
from non-current investments was €24 million, versus
€91 million in the prior year that included higher gains
related to investments made by Unilever Ventures.
Earnings per share
Underlying
earnings per share decreased by 2.1% to €2.57, including a
positive impact of 6.1% from currency. Constant underlying earnings
per share decreased by 8.2%. The decrease was mainly driven by the
margin decline, a higher tax rate, lower income from non-current
investments and an increase in finance costs. This was partially
offset by a reduction in the average number of shares as a result
of our share buybacks, contributing 1.9%. Diluted earnings per
share were up 28.8% at €2.99, including a gain of €2.3
billion related to the disposal of ekaterra and an impairment
charge of €192 million related to Dollar Shave
Club.
Free cash flow
Free
cash flow was €5.2 billion in 2022, including €0.3
billion tax paid on the ekaterra separation. It was down from the
€6.4 billion delivered in 2021 due to increases in capital
expenditure and working capital, notably inventory.
Net debt
Closing
net debt was €23.7 billion compared to €25.5 billion as
at 31 December 2021 driven largely by net disposal proceeds that
were partially offset by €1.5 billion share buyback executed
during the year and a negative currency impact. Net debt to
underlying EBITDA was 2.1x as at 31 December 2022, in line with our
guidance of around 2x and slightly down versus 2.2x in the prior
year.
Pensions
Pension
assets net of liabilities were in surplus of €2.6 billion at
31 December 2022 versus a surplus of €3.0 billion at the end
of 2021. Both pension assets and pension liabilities reduced
materially in 2022, primarily due to the impact of higher interest
rates on these values.
Underlying return on invested capital
Underlying
return on invested capital was 16.0%, compared to 17.2% in the
prior year. This was mainly due to increased goodwill and
intangibles, driven by Paula’s Choice and Nutrafol
acquisitions and a currency impact.
Financial implications and impairment risk in Russia
We
employ over 3,000 people in Russia and in 2022 the business
contributed 1.4% of the Group’s turnover and 2% of the
Group’s net profit. As at 31 December 2022, we had an asset
position of around €900 million in Russia, including four
factories. In March 2022, we announced our decision to suspend all
imports and exports of Unilever products into and out of Russia and
cease any capital flows in and out of the country.
We will
continue to review and disclose the financial implications from the
conflict. While the potential impacts remain uncertain, there is a
risk that the operations in Russia are unable to continue, leading
to loss of turnover, profit and a write-down of
assets.
Share buyback programme
On 22
July and 19 December 2022, we completed the first and second
€750 million tranches of our share buyback programme of up to
€3 billion, initiated on 10 February 2022. The total
consideration paid for the repurchase of 34,217,605 shares is
recorded within other reserves. All shares purchased are held by
Unilever as treasury shares.
Finance and liquidity
In
2022, the following notes matured and were repaid:
●
February:
€750 million 0.50% fixed rate notes, £350 million 1.125%
fixed rate notes
●
March: $500 million
3.00% fixed rate notes
●
May: $850 million
2.20% fixed rate notes
The
following notes were issued:
●
February:
€500 million 0.75% fixed rate notes due February 2026,
€650 million 1.25% fixed rate notes due February 2031,
£300 million 2.125% fixed rate notes due February
2028
●
May: €650
million 1.75% fixed rate notes due November 2028; €850
million 2.25% fixed rate notes due May 2034
On 31
December 2022, Unilever had undrawn revolving 364-day bilateral
credit facilities in aggregate of $5,200 million and €2,550
million with a 364-day term out.
|
Competition
Investigations
|
As
previously disclosed, Unilever is involved in a number of ongoing
investigations by national competition authorities, including those
within France and South Africa. These proceedings and
investigations are at various stages and concern a variety of
product markets. Where appropriate, provisions are made and
contingent liabilities disclosed in relation to such
matters.
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 training and compliance programme on an ongoing
basis.
|
Non-GAAP
measures
|
Certain
discussions and analyses set out in this announcement include
measures which are not defined by generally accepted accounting
principles (GAAP) such as IFRS. We believe this information, along
with comparable GAAP measurements, is useful to investors because
it provides a basis for measuring our operating performance,
ability to retire debt and invest in new business opportunities.
Our management uses these financial measures, along with the most
directly comparable GAAP financial measures, in evaluating our
operating performance and value creation. Non-GAAP financial
measures should not be considered in isolation from, or as a
substitute for, financial information presented in compliance with
GAAP. Wherever appropriate and practical, we provide
reconciliations to relevant GAAP measures.
Unilever
uses ‘constant rate’, and ‘underlying’
measures primarily for internal performance analysis and targeting
purposes. We present certain items, percentages and movements,
using constant exchange rates, which exclude the impact of
fluctuations in foreign currency exchange rates. We calculate
constant currency values by translating both the current and the
prior period local currency amounts using the prior year average
exchange rates into euro, except for the local currency of entities
that operate in hyperinflationary economies. These currencies are
translated into euros using the prior year closing exchange rate
before the application of IAS 29. The table below shows exchange
rate movements in our key markets.
|
|
Annual average rate in 2022
|
Annual average rate in 2021
|
|
Brazilian Real (€1 = BRL)
|
5.414
|
6.366
|
|
Chinese Yuan (€1 = CNY)
|
7.047
|
7.663
|
|
Indian Rupee (€1 = INR)
|
82.303
|
87.599
|
|
Indonesia Rupiah (€1 = IDR)
|
15,535
|
16,983
|
|
Philippine Peso (€1 = PHP)
|
57.194
|
58.401
|
|
UK Pound Sterling (€1 = GBP)
|
0.851
|
0.861
|
|
US Dollar (€1 = US $)
|
1.050
|
1.187
|
Underlying sales growth (USG)
Underlying
sales growth (USG) refers to the increase in turnover for the
period, excluding any change in turnover resulting from
acquisitions, disposals, changes in currency and price growth in
excess of 26% in hyperinflationary economies. Inflation of 26% per
year compounded over three years is one of the key indicators
within IAS 29 to assess whether an economy is deemed to be
hyperinflationary. We believe this measure provides valuable
additional information on the underlying sales performance of the
business and is a key measure used internally. The impact of
acquisitions and disposals is excluded from USG for a period of 12
calendar months from the applicable closing date. Turnover from
acquired brands that are launched in countries where they were not
previously sold is included in USG as such turnover is more
attributable to our existing sales and distribution network than
the acquisition itself. The reconciliation of changes in the GAAP
measure turnover to USG is provided in notes 3 and 4.
Underlying price growth (UPG)
Underlying
price growth (UPG) is part of USG and means, for the applicable
period, the increase in turnover attributable to changes in prices
during the period. UPG therefore excludes the impact to USG due to
(i) the volume of products sold; and (ii) the composition of
products sold during the period. In determining changes in price,
we exclude the impact of price growth in excess of 26% per year in
hyperinflationary economies as explained in USG above. The measures
and the related turnover GAAP measure are set out in notes 3 and
4.
Underlying volume growth (UVG)
Underlying
volume growth (UVG) is part of USG and means, for the applicable
period, the increase in turnover in such period calculated as the
sum of (i) the increase in turnover attributable to the volume of
products sold; and (ii) the increase in turnover attributable to
the composition of products sold during such period. UVG therefore
excludes any impact on USG due to changes in prices. The measures
and the related turnover GAAP measure are set out in notes 3 and
4.
Non-underlying items
Several
non-GAAP measures are adjusted to exclude items defined as
non-underlying due to their nature and/or frequency of
occurrence.
●
Non-underlying items within
operating profit are: gains or losses on business disposals,
acquisition and disposal related costs, restructuring costs,
impairments and other items within operating profit classified here
due to their nature and frequency.
●
Non-underlying items not in
operating profit but within net profit are: net monetary
gain/(loss) arising from hyperinflationary economies and
significant and unusual items in net finance cost, share of
profit/(loss) of joint ventures and associates and
taxation.
●
Non-underlying items are:
both non-underlying items within operating profit and those
non-underlying items not in operating profit but within net
profit.
Underlying operating profit (UOP) and underlying operating margin
(UOM)
Underlying operating profit and underlying operating margin mean
operating profit and operating margin before the impact of
non-underlying items within operating profit. g operating profit
represents our measure of segment profit or loss as it is the
primary measure used for making decisions about allocating
resources and assessing performance of the segments. The
reconciliation of operating profit to underlying operating profit
is as follows:
|
€ million
|
Full Year
|
|
|
(unaudited)
|
2022
|
2021
|
|
Operating profit
|
10,755
|
8,702
|
|
Non-underlying items within operating profit (see note
2)
|
(1,072)
|
934
|
|
Underlying operating profit
|
9,683
|
9,636
|
|
Turnover
|
60,073
|
52,444
|
|
Operating margin (%)
|
17.9
|
16.6
|
|
Underlying operating margin (%)
|
16.1
|
18.4
|
Underlying earnings before interest, taxation, depreciation and
amortisation (UEBITDA)
Underlying
earnings before interest, taxation, depreciation and amortisation
means operating profit before the impact of depreciation,
amortisation and non-underlying items within operating profit. We
use UEBITDA in assessing our leverage level, which is expressed as
net debt / UEBITDA. The reconciliation of operating profit to
UEBITDA is as follows:
|
€ million
|
Full Year
|
|
|
(unaudited)
|
2022
|
2021
|
|
Operating profit
|
10,755
|
8,702
|
|
Depreciation and amortisation
|
1,725
|
1,746
|
|
Non-underlying items within operating profit
|
(1,072)
|
934
|
|
Underlying earnings before interest, taxes, depreciation and
amortisation (UEBITDA)
|
11,408
|
11,382
|
Underlying effective tax rate
The
underlying effective tax rate is calculated by dividing taxation
excluding the tax impact of non-underlying items by profit before
tax excluding the impact of non-underlying items and share of net
(profit)/loss of joint ventures and associates. This measure
reflects the underlying tax rate in relation to profit before tax
excluding non-underlying items before tax and share of net
profit/(loss) of joint ventures and associates. Tax impact on
non-underlying items within operating profit is the sum of the tax
on each non-underlying item, based on the applicable country tax
rates and tax treatment. This is shown in the following
table:
|
€ million
|
Full Year
|
|
|
(unaudited)
|
2022
|
2021
|
|
Taxation
|
2,068
|
1,935
|
|
Tax impact of:
|
|
|
|
Non-underlying
items within operating profit(a)
|
273
|
219
|
|
Non-underlying
items not in operating profit but within net profit(a)
|
(121)
|
(41)
|
|
Taxation before tax impact of non-underlying items
|
2,220
|
2,113
|
|
Profit before taxation
|
10,337
|
8,556
|
|
Share of net (profit)/loss of joint ventures and
associates
|
(208)
|
(191)
|
|
Profit before tax excluding share of net profit/(loss) of joint
ventures and associates
|
10,129
|
8,365
|
|
Non-underlying
items within operating profit before tax(a)
|
(1,072)
|
934
|
|
Non-underlying items not in operating profit but within net profit
before tax
|
164
|
64
|
|
Profit before tax excluding non-underlying items before tax and
share of net profit/(loss) of joint ventures and
associates
|
9,221
|
9,363
|
|
Effective tax rate (%)
|
20.4
|
23.1
|
|
Underlying effective tax rate (%)
|
24.1
|
22.6
|
(a) See
note 2.
Underlying earnings per share
Underlying
earnings per share (underlying EPS) is calculated as underlying
profit attributable to shareholders’ equity divided by the
diluted average number of ordinary shares. In calculating
underlying profit attributable to shareholders’ equity, net
profit attributable to shareholders’ equity is adjusted to
eliminate the post-tax impact of non-underlying items. This measure
reflects the underlying earnings for each share unit of the Group.
Refer to note 6 for reconciliation of net profit attributable to
shareholders’ equity to underlying profit attributable to
shareholders' equity.
Constant underlying EPS
Constant
underlying earnings per share (constant underlying EPS) is
calculated as underlying profit attributable to shareholders’
equity at constant exchange rates and excluding the impact of both
translational hedges and price growth in excess of 26% per year in
hyperinflationary economies divided by the diluted average number
of ordinary shares. This measure reflects the underlying earnings
for each share unit of the Group in constant exchange
rates.
The
reconciliation of underlying profit attributable to
shareholders’ equity to constant underlying earnings
attributable to shareholders’ equity and the calculation of
constant underlying EPS is as follows:
|
€ million
|
Full Year
|
|
|
(unaudited)
|
2022
|
2021
|
|
Underlying profit attributable to shareholders’ equity (see
note 6)
|
6,568
|
6,839
|
|
Impact of translation from current to constant exchange rates and
translational hedges
|
(307)
|
(106)
|
|
Impact of price growth in excess of 26% per year in
hyperinflationary economies
|
(200)
|
–
|
|
Constant underlying earnings attributable to shareholders’
equity
|
6,061
|
6,733
|
|
Diluted average number of share units (millions of
units)
|
2,559.8
|
2,609.6
|
|
Constant underlying EPS (€)
|
2.37
|
2.58
|
Net debt
Net
debt is a measure that provides valuable additional information on
the summary presentation of the Group’s net financial
liabilities and is a measure in common use elsewhere. Net debt is
defined as the excess of total financial liabilities, excluding
trade payables and other current liabilities, over cash, cash
equivalents and other current financial assets, excluding trade and
other current receivables, and non-current financial asset
derivatives that relate to financial liabilities.
The
reconciliation of total financial liabilities to net debt is as
follows:
|
€ million
|
Full Year
|
|
|
(unaudited)
|
2022
|
2021
|
|
Total financial liabilities
|
(29,488)
|
(30,133)
|
|
Current
financial liabilities
|
(5,775)
|
(7,252)
|
|
Non-current
financial liabilities
|
(23,713)
|
(22,881)
|
|
Cash and cash equivalents as per balance sheet
|
4,326
|
3,415
|
|
Cash
and cash equivalents as per cash flow statement
|
4,225
|
3,387
|
|
Add:
bank overdrafts deducted therein
|
101
|
106
|
|
Less:
cash and cash equivalents held for sale
|
–
|
(78)
|
|
Other current financial assets
|
1,435
|
1,156
|
|
Non-current financial asset derivatives that relate to financial
liabilities
|
51
|
52
|
|
Net debt
|
(23,676)
|
(25,510)
|
Free cash flow (FCF)
Within
the Unilever Group, free cash flow (FCF) is defined as cash flow
from operating activities, less income taxes paid, net capital
expenditure and net interest payments. It does not represent
residual cash flows entirely available for discretionary purposes;
for example, the repayment of principal amounts borrowed is not
deducted from FCF. FCF reflects an additional way of viewing our
liquidity that we believe is useful to investors because it
represents cash flows that could be used for distribution of
dividends, repayment of debt or to fund our strategic initiatives,
including acquisitions, if any.
The
reconciliation of cash flow from operating activities to FCF is as
follows:
|
€ million
|
Full Year
|
|
|
(unaudited)
|
2022
|
2021
|
|
Cash flow from operating activities
|
10,089
|
10,305
|
|
Income tax paid
|
(2,807)
|
(2,333)
|
|
Net capital expenditure
|
(1,627)
|
(1,239)
|
|
Net interest paid
|
(457)
|
(340)
|
|
Free cash flow
|
5,198
|
6,393
|
|
Net cash flow (used in)/from investing activities
|
2,453
|
(3,246)
|
|
Net cash flow (used in)/from financing activities
|
(8,890)
|
(7,099)
|
Underlying return on invested capital (ROIC)
Underlying
return on invested capital (ROIC) is a measure of the return
generated on capital invested by the Group. The measure provides a
guard rail for long-term value creation and encourages compounding
reinvestment within the business and discipline around acquisitions
with low returns and long payback. Underlying ROIC is calculated as
underlying operating profit after tax divided by the annual average
of: goodwill, intangible assets, property, plant and equipment, net
assets held for sale, inventories, trade and other current
receivables, and trade payables and other current
liabilities.
|
€ million
|
Full Year
|
|
|
(unaudited)
|
2022
|
2021
|
|
Operating profit
|
10,755
|
8,702
|
|
Non-underlying items within operating profit (see note
2)
|
(1,072)
|
934
|
|
Underlying operating profit before tax
|
9,683
|
9,636
|
|
Tax on
underlying operating profit(a)
|
(2,331)
|
(2,175)
|
|
Underlying operating profit after tax
|
7,352
|
7,461
|
|
Goodwill
|
21,609
|
20,330
|
|
Intangible assets
|
18,880
|
18,261
|
|
Property, plant and equipment
|
10,770
|
10,347
|
|
Net assets held for sale
|
24
|
1,581
|
|
Inventories
|
5,931
|
4,683
|
|
Trade and other current receivables
|
7,056
|
5,422
|
|
Trade payables and other current liabilities
|
(18,023)
|
(14,861)
|
|
Period-end invested capital
|
46,247
|
45,763
|
|
Average invested capital for the period
|
46,005
|
43,279
|
|
Underlying return on invested capital (%)
|
16.0
|
17.2
|
(a) Tax
on underlying operating profit is calculated as underlying
operating profit before tax multiplied by the underlying effective
tax rate of 24.1% (2021: 22.6%)
which is shown on page 1.
|
|
|
Cautionary
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 ‘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 Unilever Group (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. Among other risks and uncertainties,
the material or principal factors which could cause actual results
to differ materially are: Unilever’s global brands not
meeting consumer preferences; Unilever’s ability to innovate
and remain competitive; Unilever’s investment choices in its
portfolio management; the effect of climate change on
Unilever’s business; Unilever's ability to find sustainable
solutions to its plastic packaging; significant changes or
deterioration in customer relationships; the recruitment and
retention of talented employees; disruptions in our supply chain
and distribution; increases or volatility in the cost of raw
materials and commodities; the production of safe and high quality
products; secure and reliable IT infrastructure; execution of
acquisitions, divestitures and business transformation projects;
economic, social and political risks and natural disasters;
financial risks; failure to meet high and ethical standards; and
managing regulatory, tax and legal matters. A number of these risks
have increased as a result of the current Covid-19 pandemic. 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. Further details of potential risks and uncertainties
affecting the Group are described in the Group’s filings with
the London Stock Exchange, Euronext Amsterdam and the US Securities
and Exchange Commission, including in the Annual Report on Form
20-F 2021 and the Unilever Annual Report and Accounts
2021.
|
Enquiries
|
|
Media: Media Relations Team
|
Investors: Investor
Relations Team
|
|||
|
UK
|
+44 78 2527 3767
|
lucila.zambrano@unilever.com
|
investor.relations@unilever.com
|
|
|
or
|
+44 77 7999 9683
|
JSibun@tulchangroup.com
|
|
|
|
NL
|
+31 62 375 8385
|
marlous-den.bieman@unilever.com
|
|
|
|
or
|
+31 61 500 8293
|
fleur-van.bruggen@unilever.com
|
|
|
After
the conference call on 9 February 2023 at 8AM (UK time), the
webcast of the presentation will be available at:
www.unilever.com/investor-relations/results-and-presentations/latest-results
|
Income
statement
|
|
€ million
|
Full Year
|
|||
|
|
2022
|
2021
|
Increase/ (Decrease)
|
|
|
(unaudited)
|
Current
rates
|
Constant
rates
|
||
|
Turnover
|
60,073
|
52,444
|
14.5%
|
9.5%
|
|
Operating profit
|
10,755
|
8,702
|
23.6%
|
19.2%
|
|
Net finance costs
|
(493)
|
(354)
|
|
|
|
Pensions
and similar obligations
|
44
|
(10)
|
|
|
|
Finance
income
|
281
|
147
|
|
|
|
Finance
costs
|
(818)
|
(491)
|
|
|
|
Net monetary gain/(loss) arising from hyperinflationary
economies
|
(157)
|
(74)
|
|
|
|
Share of net profit/(loss) of joint ventures and
associates
|
208
|
191
|
|
|
|
Other income/(loss) from non-current investments and
associates
|
24
|
91
|
|
|
|
Profit before taxation
|
10,337
|
8,556
|
20.8%
|
17.9%
|
|
Taxation
|
(2,068)
|
(1,935)
|
|
|
|
Net profit
|
8,269
|
6,621
|
24.9%
|
23.2%
|
|
|
|
|
|
|
|
Attributable to:
|
|
|
|
|
|
Non-controlling
interests
|
627
|
572
|
|
|
|
Shareholders’
equity
|
7,642
|
6,049
|
26.3%
|
25.1%
|
|
Earnings per share
|
|
|
|
|
|
Basic earnings per share (euros)
|
3.00
|
2.33
|
28.9%
|
27.7%
|
|
Diluted earnings per share (euros)
|
2.99
|
2.32
|
28.8%
|
27.5%
|
|
Statement
of comprehensive income
|
|
€ million
|
Full Year
|
|
|
(unaudited)
|
2022
|
2021
|
|
Net profit
|
8,269
|
6,621
|
|
Other comprehensive income
|
|
|
|
Items that will not be reclassified to profit or loss, net of
tax:
|
|
|
|
Gains/(losses)
on equity instruments measured at fair value through other
comprehensive income
|
36
|
166
|
|
Remeasurement
of defined benefit pension plans
|
(473)
|
1,734
|
|
Items that may be reclassified subsequently to profit or loss, net
of tax:
|
|
|
|
Gains/(losses)
on cash flow hedges
|
(91)
|
279
|
|
Currency
retranslation gains/(losses)
|
614
|
1,177
|
|
Total comprehensive income
|
8,355
|
9,977
|
|
|
|
|
|
Attributable to:
|
|
|
|
Non-controlling interests
|
507
|
749
|
|
Shareholders’ equity
|
7,848
|
9,228
|
|
Statement
of changes in equity
|
|
(unaudited)
|
|
|
|
|
|
|
|
|
|
€ million
|
Called
up share
capital
|
Share
premium
account
|
Unification
reserve
|
Other
reserves
|
Retained
profit
|
Total
|
Non-
controlling
interest
|
Total
equity
|
|
31 December 2020
|
92
|
73,472
|
(73,364)
|
(7,482)
|
22,548
|
15,266
|
2,389
|
17,655
|
|
Profit or loss for the period
|
–
|
–
|
–
|
–
|
6,049
|
6,049
|
572
|
6,621
|
|
Other comprehensive income, net of tax:
|
|
|
|
|
|
|
|
|
|
Gains/(losses) on:
|
|
|
|
|
|
|
|
|
|
Equity
instruments
|
–
|
–
|
–
|
147
|
–
|
147
|
19
|
166
|
|
Cash
flow hedges
|
–
|
–
|
–
|
276
|
–
|
276
|
3
|
279
|
|
Remeasurements of defined benefit pension plans
|
–
|
–
|
–
|
–
|
1,728
|
1,728
|
6
|
1,734
|
|
Currency retranslation gains/(losses)
|
–
|
–
|
–
|
1,025
|
3
|
1,028
|
149
|
1,177
|
|
Total comprehensive income
|
–
|
–
|
–
|
1,448
|
7,780
|
9,228
|
749
|
9,977
|
|
Dividends on ordinary capital
|
–
|
–
|
–
|
–
|
(4,458)
|
(4,458)
|
–
|
(4,458)
|
|
Share
capital reduction(a)
|
–
|
(20,626)
|
–
|
–
|
20,626
|
–
|
–
|
–
|
|
Repurchase
of shares(b)
|
–
|
–
|
–
|
(3,018)
|
–
|
(3,018)
|
–
|
(3,018)
|
|
Movements
in treasury shares(c)
|
–
|
–
|
–
|
95
|
(143)
|
(48)
|
–
|
(48)
|
|
Share-based
payment credit(d)
|
–
|
–
|
–
|
–
|
161
|
161
|
–
|
161
|
|
Dividends paid to non-controlling interests
|
–
|
–
|
–
|
–
|
–
|
–
|
(503)
|
(503)
|
|
Hedging gain/(loss) transferred to non-financial
assets
|
–
|
–
|
–
|
(171)
|
–
|
(171)
|
(3)
|
(174)
|
|
Other
movements in equity(e)
|
–
|
(2)
|
–
|
(82)
|
231
|
147
|
7
|
154
|
|
31 December 2021
|
92
|
52,844
|
(73,364)
|
(9,210)
|
46,745
|
17,107
|
2,639
|
19,746
|
|
Hyperinflation restatement to 1 January 2022 (Turkey)
|
–
|
–
|
–
|
–
|
154
|
154
|
–
|
154
|
|
Adjusted opening balance
|
92
|
52,844
|
(73,364)
|
(9,210)
|
46,899
|
17,261
|
2,639
|
19,900
|
|
Profit or loss for the period
|
–
|
–
|
–
|
–
|
7,642
|
7,642
|
627
|
8,269
|
|
Other comprehensive income, net of tax:
|
|
|
|
|
|
|
|
|
|
Gains/(losses) on:
|
|
|
|
|
|
|
|
|
|
Equity
instruments
|
–
|
–
|
–
|
45
|
–
|
45
|
(9)
|
36
|
|
Cash
flow hedges
|
–
|
–
|
–
|
(92)
|
–
|
(92)
|
1
|
(91)
|
|
Remeasurements of defined benefit pension plans
|
–
|
–
|
–
|
–
|
(474)
|
(474)
|
1
|
(473)
|
|
Currency
retranslation gains/(losses)(f)
|
–
|
–
|
–
|
240
|
487
|
727
|
(113)
|
614
|
|
Total comprehensive income
|
–
|
–
|
–
|
193
|
7,655
|
7,848
|
507
|
8,355
|
|
Dividends on ordinary capital
|
–
|
–
|
–
|
–
|
(4,356)
|
(4,356)
|
–
|
(4,356)
|
|
Repurchase
of shares(b)
|
–
|
–
|
–
|
(1,509)
|
–
|
(1,509)
|
–
|
(1,509)
|
|
Movements
in treasury shares(c)
|
–
|
–
|
–
|
106
|
(137)
|
(31)
|
–
|
(31)
|
|
Share-based
payment credit(d)
|
–
|
–
|
–
|
–
|
177
|
177
|
–
|
177
|
|
Dividends paid to non-controlling interests
|
–
|
–
|
–
|
–
|
–
|
–
|
(572)
|
(572)
|
|
Hedging gain/(loss) transferred to non-financial
assets
|
–
|
–
|
–
|
(126)
|
–
|
(126)
|
(1)
|
(127)
|
|
Other
movements in equity (g)
|
–
|
–
|
–
|
(258)
|
15
|
(243)
|
107
|
(136)
|
|
31 December 2022
|
92
|
52,844
|
(73,364)
|
(10,804)
|
50,253
|
19,021
|
2,680
|
21,701
|
(a)
Share premium has been adjusted to reflect the legal share capital
of the PLC company, which reduced by £18,400 million following
court approval on 15 June 2021.
(b) Repurchase of shares reflects the cost of acquiring ordinary
shares as part of the share buyback program announced on 29 April
2021 and 10 February 2022.
(c) Includes purchases and sales of treasury shares, other than the
share buyback programme and the transfer from treasury shares to
retained profit of share-settled schemes arising from prior years
and differences between purchase and grant price of share
awards.
(d) The share-based payment credit relates to the non-cash charge
recorded against operating profit in respect of the fair value of
share options and awards granted to employees.
(e) Includes €280 million related to hyperinflation
adjustment and €82 million related to the Welly
acquisition.
(f) Includes a hyperinflation adjustment of €514
million in relation to Argentina and Turkey.
(g)
Includes the following items related to the acquisition of
Nutrafol: €(269) million non-controlling interest purchase
option in other reserves and €99 million non-controlling
interest recognised on acquisition.
|
Balance
sheet
|
|
(unaudited)
|
|
|
|
€ million
|
As at 31 December 2022
|
As at 31 December 2021
|
|
Non-current assets
|
|
|
|
Goodwill
|
21,609
|
20,330
|
|
Intangible assets
|
18,880
|
18,261
|
|
Property, plant and equipment
|
10,770
|
10,347
|
|
Pension asset for funded schemes in surplus
|
4,260
|
5,119
|
|
Deferred tax assets
|
1,049
|
1,465
|
|
Financial assets
|
1,154
|
1,198
|
|
Other non-current assets
|
942
|
974
|
|
|
58,664
|
57,694
|
|
Current assets
|
|
|
|
Inventories
|
5,931
|
4,683
|
|
Trade and other current receivables
|
7,056
|
5,422
|
|
Current tax assets
|
381
|
324
|
|
Cash and cash equivalents
|
4,326
|
3,415
|
|
Other financial assets
|
1,435
|
1,156
|
|
Assets held for sale
|
28
|
2,401
|
|
|
19,157
|
17,401
|
|
|
|
|
|
Total assets
|
77,821
|
75,095
|
|
|
|
|
|
Current liabilities
|
|
|
|
Financial liabilities
|
5,775
|
7,252
|
|
Trade payables and other current liabilities
|
18,023
|
14,861
|
|
Current tax liabilities
|
877
|
1,365
|
|
Provisions
|
748
|
480
|
|
Liabilities held for sale
|
4
|
820
|
|
|
25,427
|
24,778
|
|
Non-current liabilities
|
|
|
|
Financial liabilities
|
23,713
|
22,881
|
|
Non-current tax liabilities
|
94
|
148
|
|
Pensions and post-retirement healthcare liabilities:
|
|
|
|
Funded
schemes in deficit
|
613
|
831
|
|
Unfunded
schemes
|
1,078
|
1,295
|
|
Provisions
|
550
|
611
|
|
Deferred tax liabilities
|
4,375
|
4,530
|
|
Other non-current liabilities
|
270
|
275
|
|
|
30,693
|
30,571
|
|
|
|
|
|
Total liabilities
|
56,120
|
55,349
|
|
|
|
|
|
Equity
|
|
|
|
Shareholders’ equity
|
19,021
|
17,107
|
|
Non-controlling interests
|
2,680
|
2,639
|
|
Total equity
|
21,701
|
19,746
|
|
|
|
|
|
Total liabilities and equity
|
77,821
|
75,095
|
|
|
|
Cash
flow statement
|
|
(unaudited)
|
Full Year
|
|
|
€ million
|
2022
|
2021
|
|
Net profit
|
8,269
|
6,621
|
|
Taxation
|
2,068
|
1,935
|
|
Share of net (profit)/loss of joint ventures/associates and other
(income)/loss from non-current investments and
associates
|
(232)
|
(282)
|
|
Net monetary (gain)/loss arising from hyperinflationary
economies
|
157
|
74
|
|
Net finance costs
|
493
|
354
|
|
Operating profit
|
10,755
|
8,702
|
|
|
|
|
|
Depreciation, amortisation and impairment
|
1,946
|
1,763
|
|
Changes in working capital
|
(422)
|
(47)
|
|
Pensions and similar obligations less payments
|
(119)
|
(183)
|
|
Provisions less payments
|
203
|
(61)
|
|
Elimination of (profits)/losses on disposals
|
(2,335)
|
23
|
|
Non-cash charge for share-based compensation
|
177
|
161
|
|
Other adjustments
|
(116)
|
(53)
|
|
Cash flow from operating activities
|
10,089
|
10,305
|
|
Income tax paid
|
(2,807)
|
(2,333)
|
|
Net cash flow from operating activities
|
7,282
|
7,972
|
|
|
|
|
|
Interest received
|
287
|
148
|
|
Net capital expenditure
|
(1,627)
|
(1,239)
|
|
Acquisitions and disposals
|
3,643
|
(2,088)
|
|
Other investing activities
|
150
|
(67)
|
|
|
|
|
|
Net cash flow (used in)/from investing activities
|
2,453
|
(3,246)
|
|
|
|
|
|
Dividends paid on ordinary share capital
|
(4,329)
|
(4,483)
|
|
Interest paid
|
(744)
|
(488)
|
|
Change in financial liabilities
|
(1,727)
|
1,390
|
|
Repurchase of shares
|
(1,509)
|
(3,018)
|
|
Other financing activities
|
(581)
|
(500)
|
|
|
|
|
|
Net cash flow (used in)/from financing activities
|
(8,890)
|
(7,099)
|
|
|
|
|
|
Net increase/(decrease) in cash and cash equivalents
|
845
|
(2,373)
|
|
|
|
|
|
Cash and cash equivalents at the beginning of the
period
|
3,387
|
5,475
|
|
|
|
|
|
Effect of foreign exchange rate changes
|
(7)
|
285
|
|
|
|
|
|
Cash and cash equivalents at the end of the period
|
4,225
|
3,387
|
|
Notes
to the condensed financial statements
|
(unaudited)
|
1. Accounting
information and policies
|
Except
as set out below the accounting policies and methods of computation
are consistent with the year ended 31 December 2021. In conformity
with the requirements of the Companies Act 2006, the condensed
preliminary financial statements have been prepared in accordance
with the International Financial Reporting Standards (IFRS) as
issued by the International Accounting Standard Board (IASB) and as
adopted for use in the UK.
The condensed financial statements are shown at current exchange
rates, while percentage year-on-year changes are shown at both
current and constant exchange rates to facilitate comparison. The
income statement on page 1, the statement of comprehensive income on
page 1, the statement of changes in equity on
page 1
and the cash flow statement on
page 1
are translated at exchange rates
current in each period. The balance sheet on page
1 is translated at period-end rates of
exchange.
The
condensed financial statements attached do not constitute the full
financial statements within the meaning of Section 434 of the UK
Companies Act 2006, which will be finalised and delivered to the
Registrar of Companies in due course. Full accounts for Unilever
for the year ended 31 December
2021 have been delivered to the Registrar of Companies; the
auditors’ reports on these accounts were unqualified, did not
include a reference to any matters by way of emphasis and did not
contain a statement under Section 498 (2) or Section 498 (3) of the
UK Companies Act 2006.
Change in reporting segments
On 1
July 2022, Unilever implemented a new, more category-focused
operating model organised around five Business Groups. The company
replaced its previous matrix structure with distinct Business
Groups: Beauty & Wellbeing, Personal Care, Home Care,
Nutrition, Ice Cream. Each Business Group is fully responsible and
accountable for its strategy, growth, and profit delivery
globally.
From 1
July 2022 our segmental information is based on the five Business
Groups as this reflects how the Group’s performance will be
monitored and managed going forward. We have presented the full
year and 2021 segmental information on this basis.
Change in cash generating units (CGUs)
The
Group has revised its cash generating units (CGUs) to align with
the new Compass Organisation. In 2021, the Group had eleven cash
generating units based on the three Divisions by geography, Health
& Wellbeing and ekaterra. From 1 July 2022, the Group's CGUs
are based on the Compass organisation structure of Business Units and Global Business Units.
For the purpose of impairment testing, goodwill is allocated to
groups of CGUs (GCGUs) which are based on the Business Groups.
Goodwill and indefinite-life intangible assets which were
previously allocated to the eleven CGUs for the purpose of
impairment testing have been reallocated respectively to the GCGUs
and CGUs.
New accounting standards
All
standards or amendments to standards that have been issued by the
IASB and were effective by 1 January 2022 were not applicable or
material to Unilever. IFRS 17 ‘Insurance Contracts’ has
been released but is not yet adopted by the Group. The standard is
effective from the year ended 31 December 2023 and introduces a new
model for accounting for insurance contracts. We have reviewed
existing arrangements and concluded that IFRS 17 is not expected to
be material for Unilever. All other new standards or amendments
that are not yet effective that have been issued by the IASB are
not applicable or material to Unilever.
|
2. Significant
items within the income statement
|
Non-underlying
items
These
include non-underlying items within operating profit and
non-underlying items not in operating profit but within net
profit:
●
Non-underlying items within
operating profit are gains or losses on business disposals,
acquisition and disposal related costs, restructuring costs,
impairments and other items
within operating profit classified here due to their nature and
frequency.
●
Non-underlying
items not in operating profit but within net
profit are net monetary
gain/(loss) arising from hyperinflationary economies and
significant and unusual items in net finance cost, share of
profit/(loss) of joint ventures and associates and
taxation.
Restructuring costs are charges associated with activities
planned by management that significantly change either the scope of
the business or the manner in which it is conducted.
|
€ million
|
Full Year
|
|
|
|
2022
|
2021
|
|
Acquisition and
disposal-related credits/(costs) (a)
|
(50)
|
(332)
|
|
Gain/(loss) on
disposal of group companies(b)
|
2,335
|
36
|
|
Restructuring
costs(c)
|
(777)
|
(632)
|
|
Impairments(d)
|
(221)
|
(17)
|
|
Other(e)
|
(215)
|
11
|
|
Non-underlying items within operating profit before
tax
|
1,072
|
(934)
|
|
|
|
|
|
Tax on non-underlying items within operating profit
|
273
|
219
|
|
Non-underlying items within operating profit after tax
|
1,345
|
(715)
|
|
|
|
|
|
Interest
related to the UK tax audit of intangible income and centralised
services
|
(7)
|
10
|
|
Net
monetary gain/(loss) arising from hyperinflationary
economies
|
(157)
|
(74)
|
|
Non-underlying items not in operating profit but within net profit
before tax
|
(164)
|
(64)
|
|
|
|
|
|
Tax impact of non-underlying items not in operating profit but
within net profit:
|
|
|
|
Taxes
related to separation of Ekaterra
|
(35)
|
–
|
|
Taxes
related to the UK tax audit of intangible income and centralised
services
|
(5)
|
(29)
|
|
Taxes
related to the reorganisation of our European business
|
–
|
31
|
|
Hyperinflation
adjustment for Argentina and Turkey deferred tax
|
(81)
|
(43)
|
|
Non-underlying items not in operating profit but within net profit
after tax
|
(285)
|
(105)
|
|
|
|
|
|
Non-underlying
items after tax(f)
|
1,060
|
(820)
|
|
|
|
|
|
Attributable to:
|
|
|
|
Non-controlling
interests
|
(14)
|
(30)
|
|
Shareholders’
equity
|
1,074
|
(790)
|
(a)
2022 includes a charge of €42 million (2021: €196
million) relating to the disposal of ekaterra and other acquisition
and disposal activities.
(b) 2022 includes a gain of €2,303 million related to the
disposal of ekaterra.
(c)
Restructuring costs are comprised of
organisational change programmes including Compass and various
technology and supply chain optimisation
projects.
(d)
2022 includes an impairment charge of €192 million relating
to Dollar Shave Club and write downs of leased land and building
assets.
(e)
2022 includes €89 million
relating to a product recall and market withdrawal by The
Laundress, €82 million relating to legal provisions
for ongoing competition investigations and €42 million of
asset write-downs relating to our businesses in Russia and
Ukraine.
(f)
Non-underlying items after tax is calculated as non-underlying
items within operating profit after tax plus non-underlying items
not in operating profit but within net profit after
tax.
|
3. Segment
information - Business Groups
|
|
Fourth Quarter
|
Beauty & Wellbeing
|
Personal care
|
Home Care
|
Nutrition
|
Ice cream
|
Total
|
|
Turnover (€ million)
|
|
|
|
|
|
|
|
2021
|
2,734
|
3,035
|
2,729
|
3,534
|
1,089
|
13,121
|
|
2022
|
3,255
|
3,522
|
3,162
|
3,468
|
1,204
|
14,611
|
|
Change (%)
|
19.0
|
16.1
|
15.9
|
(1.9)
|
10.6
|
11.4
|
|
Impact of:
|
|
|
|
|
|
|
|
Acquisitions
(%)
|
3.5
|
–
|
–
|
–
|
–
|
0.8
|
|
Disposals
(%)
|
(0.2)
|
–
|
–
|
(14.2)
|
–
|
(3.9)
|
|
|
|
|
|
|
|
|
|
Currency-related
items (%), of which:
|
6.9
|
6.4
|
3.3
|
3.9
|
7.5
|
5.3
|
|
Exchange rates changes (%)
|
5.2
|
4.3
|
–
|
2.0
|
7.5
|
3.3
|
|
Extreme price growth in hyperinflationary markets* (%)
|
1.6
|
2.0
|
3.3
|
1.9
|
–
|
2.0
|
|
Underlying sales growth (%)
|
7.7
|
9.1
|
12.3
|
10.1
|
2.9
|
9.2
|
|
Price* (%)
|
8.4
|
13.0
|
16.7
|
14.7
|
14.2
|
13.3
|
|
Volume (%)
|
(0.6)
|
(3.5)
|
(3.8)
|
(4.1)
|
(9.9)
|
(3.6)
|
|
Full Year
|
Beauty & Wellbeing
|
Personal care
|
Home Care
|
Nutrition
|
Ice cream
|
Total
|
|
Turnover (€ million)
|
|
|
|
|
|
|
|
2021
|
10,138
|
11,763
|
10,572
|
13,104
|
6,867
|
52,444
|
|
2022
|
12,250
|
13,636
|
12,401
|
13,898
|
7,888
|
60,073
|
|
Change (%)
|
20.8
|
15.9
|
17.3
|
6.1
|
14.8
|
14.5
|
|
Impact of:
|
|
|
|
|
|
|
|
Acquisitions
(%)
|
3.8
|
–
|
–
|
0.3
|
–
|
0.8
|
|
Disposals
(%)
|
(0.1)
|
–
|
–
|
(7.1)
|
–
|
(1.8)
|
|
Currency-related
items (%), of which:
|
8.1
|
7.4
|
4.9
|
4.9
|
5.4
|
6.2
|
|
Exchange rates changes (%)
|
6.9
|
6.2
|
2.6
|
3.6
|
3.9
|
4.7
|
|
Extreme price growth in hyperinflationary markets* (%)
|
1.0
|
1.1
|
2.2
|
1.2
|
1.5
|
1.4
|
|
Underlying sales growth (%)
|
7.8
|
7.9
|
11.8
|
8.6
|
9.0
|
9.0
|
|
Price* (%)
|
7.5
|
12.1
|
15.9
|
10.9
|
9.7
|
11.3
|
|
Volume (%)
|
0.3
|
(3.7)
|
(3.5)
|
(2.1)
|
(0.7)
|
(2.1)
|
|
|
|
|
|
|
|
|
|
Operating profit (€ million)
|
|
|
|
|
|
|
|
2021
|
2,135
|
2,336
|
1,294
|
2,104
|
833
|
8,702
|
|
2022
|
2,154
|
2,264
|
1,064
|
4,497
|
776
|
10,755
|
|
Underlying operating profit (€ million)
|
|
|
|
|
|
|
|
2021
|
2,237
|
2,505
|
1,417
|
2,525
|
952
|
9,636
|
|
2022
|
2,292
|
2,679
|
1,344
|
2,449
|
919
|
9,683
|
|
Operating margin (%)
|
|
|
|
|
|
|
|
2021
|
21.1
|
19.9
|
12.2
|
16.1
|
12.1
|
16.6
|
|
2022
|
17.6
|
16.6
|
8.6
|
32.4
|
9.8
|
17.9
|
|
Underlying operating margin (%)
|
|
|
|
|
|
|
|
2021
|
22.1
|
21.3
|
13.4
|
19.3
|
13.9
|
18.4
|
|
2022
|
18.7
|
19.6
|
10.8
|
17.6
|
11.7
|
16.1
|
*Underlying
price growth in excess of 26% per year in hyperinflationary
economies has been excluded when calculating the price growth in
the tables above, and an equal and opposite amount is shown as
extreme price growth in hyperinflationary markets.
Turnover growth is made up of distinct individual growth components
namely underlying sales, currency impact, acquisitions and
disposals. Turnover growth is arrived at by multiplying these
individual components on a compounded basis as there is a currency
impact on each of the other components. Accordingly, turnover
growth is more than just the sum of the individual
components.
Underlying operating profit represents our measure of segment
profit or loss as it is the primary measure used for the purpose of
making decisions about allocating resources and assessing
performance of segments. Underlying operating margin is calculated
as underlying operating profit divided by turnover.
|
4. Segment
information - Geographical area
|
|
Fourth Quarter
|
Asia Pacific Africa
|
The Americas
|
Europe
|
Total
|
|
Turnover (€ million)
|
|
|
|
|
|
2021
|
6,131
|
4,382
|
2,608
|
13,121
|
|
2022
|
6,640
|
5,374
|
2,597
|
14,611
|
|
Change (%)
|
8.3
|
22.6
|
(0.4)
|
11.4
|
|
Impact of:
|
|
|
|
|
|
Acquisitions
(%)
|
–
|
1.9
|
0.5
|
0.8
|
|
Disposals
(%)
|
(4.4)
|
(2.4)
|
(5.0)
|
(3.9)
|
|
Currency-related
items (%), of which:
|
2.3
|
12.8
|
(1.0)
|
5.3
|
|
Exchange rates changes (%)
|
0.7
|
9.0
|
(1.0)
|
3.3
|
|
Extreme price growth in hyperinflationary markets* (%)
|
1.7
|
3.6
|
–
|
2.0
|
|
Underlying sales growth (%)
|
10.7
|
9.3
|
5.5
|
9.2
|
|
Price* (%)
|
12.9
|
13.9
|
13.2
|
13.3
|
|
Volume (%)
|
(2.0)
|
(4.0)
|
(6.8)
|
(3.6)
|
|
Full Year
|
Asia Pacific Africa
|
The Americas
|
Europe
|
Total
|
|
Turnover (€ million)
|
|
|
|
|
|
2021
|
24,264
|
16,844
|
11,336
|
52,444
|
|
2022
|
27,504
|
20,905
|
11,664
|
60,073
|
|
Change (%)
|
13.4
|
24.1
|
2.9
|
14.5
|
|
Impact of:
|
|
|
|
|
|
Acquisitions
(%)
|
0.2
|
1.7
|
0.8
|
0.8
|
|
Disposals
(%)
|
(2.1)
|
(1.2)
|
(2.1)
|
(1.8)
|
|
Currency-related
items (%), of which:
|
4.7
|
11.9
|
0.2
|
6.2
|
|
Exchange rates changes (%)
|
3.2
|
9.5
|
0.2
|
4.7
|
|
Extreme price growth in hyperinflationary markets* (%)
|
1.5
|
2.2
|
–
|
1.4
|
|
Underlying sales growth (%)
|
10.3
|
10.4
|
4.1
|
9.0
|
|
Price* (%)
|
11.3
|
13.3
|
8.3
|
11.3
|
|
Volume (%)
|
(0.9)
|
(2.6)
|
(3.9)
|
(2.1)
|
*Underlying
price growth in excess of 26% per year in hyperinflationary
economies has been excluded when calculating the price growth in
the tables above, and an equal and opposite amount is shown as
extreme price growth in hyperinflationary markets.
|
5. Taxation
|
The
effective tax rate for 2022 is
20.4% compared with
23.1% in 2021. The decrease is primarily driven by
the impact of the ekaterra disposal which benefited from the
participation exemption in the Netherlands.
Tax
effects of components of other comprehensive income were as
follows:
|
|
2022
|
2021
|
||||
|
€ million
|
Before tax
|
Tax (charge)/credit
|
After tax
|
Before tax
|
Tax (charge)/credit
|
After tax
|
|
Gains/(losses) on:
|
|
|
|
|
|
|
|
Equity
instruments at fair value through other comprehensive
income
|
31
|
5
|
36
|
178
|
(12)
|
166
|
|
Cash
flow hedges
|
(121)
|
30
|
(91)
|
291
|
(12)
|
279
|
|
Remeasurements of defined benefit pension plans
|
(537)
|
64
|
(473)
|
2,405
|
(671)
|
1,734
|
|
Currency retranslation gains/(losses)
|
547
|
67
|
614
|
1,237
|
(60)
|
1,177
|
|
Other comprehensive income
|
(80)
|
166
|
86
|
4,111
|
(755)
|
3,356
|
|
6. Earnings
per share
|
The earnings per share calculations are based on the average number
of share units representing the ordinary shares of PLC in issue
during the period, less the average number of shares held as
treasury shares.
In
calculating diluted earnings per share and underlying earnings per
share, a number of adjustments are made to the number of shares,
principally the exercise of share plans by employees.
Earnings
per share for total operations for the twelve months were
calculated as follows:
|
|
Full Year
|
|
|
|
2022
|
2021
|
|
EPS - Basic
|
|
|
|
Net profit attributable to shareholders’ equity (€
million)
|
7,642
|
6,049
|
|
Average number of shares (millions of share units)
|
2,548.2
|
2,599.9
|
|
EPS – basic (€)
|
3.00
|
2.33
|
|
|
|
|
|
EPS – Diluted
|
|
|
|
Net profit attributable to shareholders’ equity (€
million)
|
7,642
|
6,049
|
|
Adjusted average number of shares (millions of share
units)
|
2,559.8
|
2,609.6
|
|
EPS – diluted (€)
|
2.99
|
2.32
|
|
|
|
|
|
Underlying EPS
|
|
|
|
Net profit attributable to shareholders’ equity (€
million)
|
7,642
|
6,049
|
|
Post tax impact of non-underlying items attributable to
shareholders’ equity (see note 2)
|
(1,074)
|
790
|
|
Underlying profit attributable to shareholders’
equity
|
6,568
|
6,839
|
|
Adjusted average number of shares (millions of share
units)
|
2,559.8
|
2,609.6
|
|
Underlying EPS – diluted (€)
|
2.57
|
2.62
|
In
calculating underlying earnings per share, net profit attributable
to shareholders’ equity is adjusted to eliminate the post-tax
impact of non-underlying items.
During
the period the following movements in shares have taken
place:
|
|
Millions
|
|
Number of shares at 31 December 2021 (net of treasury
shares)
|
2,561.0
|
|
Net movements in shares under incentive schemes
|
2.2
|
|
Shares repurchased under the share buyback programme
|
(34.2)
|
|
Number of shares at 31 December 2022
|
2,529.0
|
|
7. Acquisitions
and disposals
|
In
2022, the Group completed the
business acquisitions and disposals as listed below. The net
consideration for acquisitions
in 2022 is €811 million (2021: €2,117 million for acquisitions completed
during that year).
|
Deal completion date
|
Acquired/disposed business
|
|
29 April 2022
|
Sold Unilever Life, the direct selling business in Thailand, to RS
Group.
|
|
1 July 2022
|
Sold
ekaterra (Global Tea business excluding India, Indonesia, Nepal and
Ready to Drink) to CVC Capital Partners. ekaterra includes brands
such as Lipton, Brooke Bond and PG Tips. Further details are
provided below.
|
|
7 July 2022
|
Acquired
a further 67% of Nutraceutical
Wellness, Inc. (Nutrafol) bringing total investment to 80%, a producer based in the US of hair
growth solutions for men and women. The acquisition complements
Unilever’s existing Health and Wellbeing portfolio, bringing
to market a science-led approach to hair wellness. Further details
are provided below.
|
Goodwill
represents the future value that the Group believes it will obtain
through operational synergies and the application of acquired
company ideas to existing Unilever channels and
businesses.
Nutrafol Acquisition
On 7
July 2022, Unilever acquired a further 67% of the shares of Nutrafol, a U.S. based
hair wellness company in which Unilever Ventures previously held a
minority stake (13%) to bring
Unilever’s total equity interest to 80%. Strategically, Nutrafol expands our
Health & Wellbeing portfolio, bringing to market a science led
approach to hair wellness supported by digital-first capabilities.
We believe Unilever’s capabilities and sustainability
principles will allow us to protect the legacy of the brand while
strengthening it.
The
total consideration paid for the 67% share of Nutrafol was
€811 million, all of
which was settled in cash on completion.
The
provisional fair value of net assets recognised on the balance
sheet is €487 million.
The main asset acquired was the brand intangible valued using an
income approach model by estimating future cash flows generated by
the brand and discounting them to present value using rates in line
with a market participant expectation. The key assumptions in the
brand valuation are the revenue growth and discount rates. As part
of the acquisition, goodwill of €580 million has been recognised and is not
deductible for tax purposes. Since the acquisition date, the
goodwill balance has decreased by €25 million as a result of foreign
exchange.
Acquisitions
Effect on consolidated income statement
The
acquisition deals completed in 2022 have contributed
€174 million to the Group
turnover and €31 million
to the Group operating profit since the date of acquisition. If e
acquisition deals completed in 2022 had all taken place at the
beginning of the year, Group turnover would have been
€60,206 million, and
Group operating profit would have been €10,772 million.
Effect on consolidated balance sheet
The
following table summarises the consideration and net assets
acquired for the Nutrafol acquisition. The fair values currently
used for opening balances of the Nutrafol acquisition are
provisional. These balances remain provisional due to there being
outstanding relevant information in regard to facts and
circumstances that existed as of the acquisition date and/or where
valuation work is still ongoing.
In
2022, the net assets acquired and total payment for the Nutrafol
acquisition consists of:
|
|
Total 2022
(€ million)
|
|
Intangible assets
|
603
|
|
Other non-current assets
|
–
|
|
Trade and other receivables
|
11
|
|
Other current assets(a)
|
70
|
|
Non-current liabilities(b)
|
(160)
|
|
Current liabilities
|
(37)
|
|
Net assets acquired
|
487
|
|
Non-controlling interest
|
(99)
|
|
Goodwill
|
580
|
|
Total Consideration
|
968
|
|
Of which:
|
|
|
Cash
consideration paid for 67% stake
|
811
|
|
Fair
value of 13% stake previously held by Unilever
Ventures
|
157
|
(a)
Other current assets include inventories of
€41 million and cash and
cash equivalents of €29
million.
(b)
Non-current liabilities include deferred tax of €153 million.
Disposals
Total
consideration for 2022 disposals is €4,606 million (2021: €49 million for disposals completed during
that year). The following table sets out the effect of the
disposals in 2022 and comparative years on the consolidated balance
sheet. The results of disposed businesses are included in the
consolidated financial statements up until their date of
disposal.
|
|
2022 (€ million)
|
2021 (€ million)
|
|
Goodwill and intangible assets (a)
|
948
|
3
|
|
Other non-current assets (b)
|
1,075
|
4
|
|
Current assets (c)
|
833
|
10
|
|
Liabilities (d)
|
(649)
|
(3)
|
|
Net assets sold
|
2,207
|
14
|
|
(Gain)/loss on recycling of currency retranslation on
disposal
|
65
|
–
|
|
Profit/(loss) on sale attributable to Unilever
|
2,334
|
35
|
|
Consideration
|
4,606
|
49
|
|
Of which:
|
|
|
|
Cash
|
4,606
|
40
|
|
Cash
balances of businesses sold
|
20
|
3
|
|
Non-cash
items and deferred consideration
|
(20)
|
6
|
(a)
Includes €548 million of
allocated goodwill and €395 million related to intangibles to Tazo,
T2, Pukka & Glen related to the disposal of
ekaterra.
(b)
Non-current assets include PPE of €453 million and deferred
tax assets of €595 million related to the disposal of
ekaterra.
(c)
Current assets include inventories of €301 million and trade and other receivables
of €487 million related
to the disposal of ekaterra.
(d)
Liabilities include €518
million of trade payables, €59 million of financial
liabilities and €31 million deferred tax liabilities related
to the disposal of ekaterra.
ekaterra Disposal
On 1
October 2021, Unilever completed the internal reorganisation
whereby it separated elements of its Tea business into ekaterra, a
separate legal structure, which at the time was still 100% owned by
Unilever. In November 2021, Unilever Group signed an agreement to
sell ekaterra to CVC Capital Partners.
On 1
July 2022, Unilever sold ekaterra, to CVC Capital Partners for
€4,594 million cash
consideration. The transaction involved the sale of 100% shares of
ekaterra Holdings B.V. and tea business assets in a small number of
jurisdictions that were delayed for local tax and/or legal
reasons.
Profit
on this disposal was €2,303 million, recognised as a
non-underlying item.
|
8. Share-buy
back
|
On 10
February 2022, we announced a share buyback programme of up to
€3 billion to be completed over 2022 and 2023. During 2022,
the Group repurchased 34,217,605
ordinary shares which are held by Unilever as treasury shares.
Consideration paid for the repurchase of shares including
transaction costs was €1,509 million which is recorded within
other reserves.
|
9. Financial
instruments
|
The
Group’s Treasury function aims to protect the Group’s
financial investments, while maximising returns. The fair value of
financial assets is the same as the carrying amount for
2022 and 2021. The
Group’s cash resources and other financial assets are shown
below.
|
|
31 December 2022
|
31 December 2021
|
||||
|
|
Current
|
Non-current
|
Total
|
Current
|
Non-current
|
Total
|
|
Cash and cash equivalents
|
|
|
|
|
|
|
|
Cash
at bank and in hand
|
2,553
|
–
|
2,553
|
2,505
|
–
|
2,505
|
|
Short-term
deposits(a)
|
1,743
|
–
|
1,743
|
811
|
–
|
811
|
|
Other
cash equivalents
|
30
|
–
|
30
|
99
|
–
|
99
|
|
|
4,326
|
–
|
4,326
|
3,415
|
–
|
3,415
|
|
Other financial assets
|
|
|
|
|
|
|
|
Financial assets at
amortised cost(b)
|
772
|
232
|
1,004
|
750
|
208
|
958
|
|
Financial assets at
fair value through other comprehensive income(c)
|
–
|
407
|
407
|
1
|
526
|
527
|
|
Financial
assets at fair value through profit or loss:
|
|
|
|
|
|
|
|
Derivatives
|
238
|
51
|
289
|
76
|
52
|
128
|
|
Other(d)
|
425
|
464
|
889
|
329
|
412
|
741
|
|
|
1,435
|
1,154
|
2,589
|
1,156
|
1,198
|
2,354
|
|
Total
financial assets(e)
|
5,761
|
1,154
|
6,915
|
4,571
|
1,198
|
5,769
|
(a)
Short-term deposits typically have maturity of up to 3
months.
(b)
Current financial assets at amortised cost include short term
deposits with banks with maturities longer than three months
excluding deposits which are part of a recognised cash management
process and loans to joint venture entities. Non-current financial
assets at amortised cost include judicial deposits of €199 million (2021: €157
million).
(c) Included within non-current financial assets at fair value
through other comprehensive income are equity investments of
€402 million (2021: €521 million)
(d) Other Financial assets at fair value through profit or loss
include money market funds, marketable securities, other capital
market instruments and investments in companies and financial
institutions in North America, North Asia, South Asia and
Europe.
(e)
Financial assets exclude trade and other current
receivables.
The
Group is exposed to the risks of changes in fair value of its
financial assets and liabilities. The following tables summarise
the fair values and carrying amounts of financial instruments and
the fair value calculations by category.
|
€ million
|
Fair value
|
Carrying amount
|
||
|
|
As at 31 December 2022
|
As at 31 December 2021
|
As at 31 December 2022
|
As at 31 December 2021
|
|
Financial assets
|
|
|
|
|
|
Cash and cash equivalents
|
4,326
|
3,415
|
4,326
|
3,415
|
|
Financial assets at amortised cost
|
1,004
|
958
|
1,004
|
958
|
|
Financial assets at fair value through other comprehensive
income
|
407
|
527
|
407
|
527
|
|
Financial assets at fair value through profit and
loss:
|
|
|
|
|
|
Derivatives
|
289
|
128
|
289
|
128
|
|
Other
|
889
|
741
|
889
|
741
|
|
|
6,915
|
5,769
|
6,915
|
5,769
|
|
Financial liabilities
|
|
|
|
|
|
Bank loans and overdrafts
|
(519)
|
(402)
|
(519)
|
(402)
|
|
Bonds and other loans
|
(25,136)
|
(29,133)
|
(26,512)
|
(27,621)
|
|
Lease liabilities
|
(1,408)
|
(1,649)
|
(1,408)
|
(1,649)
|
|
Derivatives
|
(631)
|
(184)
|
(631)
|
(184)
|
|
Other financial liabilities
|
(418)
|
(277)
|
(418)
|
(277)
|
|
|
(28,112)
|
(31,645)
|
(29,488)
|
(30,133)
|
|
€ million
|
As at
31 December 2022
|
As at
31 December 2021
|
||||
|
|
Level 1
|
Level 2
|
Level 3
|
Level 1
|
Level 2
|
Level 3
|
|
Assets at fair value
|
|
|
|
|
|
|
|
Financial assets at fair value through other comprehensive
income
|
5
|
3
|
399
|
6
|
3
|
518
|
|
Financial assets at fair value through profit or loss:
|
|
|
|
|
|
|
|
Derivatives(a)
|
–
|
378
|
–
|
–
|
289
|
–
|
|
Other
|
428
|
–
|
461
|
331
|
–
|
410
|
|
Liabilities at fair value
|
|
|
|
|
|
|
|
Derivatives(b)
|
–
|
(784)
|
–
|
–
|
(235)
|
–
|
|
Contingent
consideration
|
–
|
–
|
(164)
|
–
|
–
|
(180)
|
(a)
Includes €89 million
(2021: €161 million) derivatives, reported
within trade receivables, that hedge trading
activities.
(b)
Includes €(153) million
(2021: €(51) million) derivatives, reported
within trade creditors, that hedge trading activities.
There were no significant changes in classification of fair value
of financial assets and financial liabilities since 31 December
2021. There were also no significant movements between the fair
value hierarchy classifications since 31 December
2021.
The
fair value of trade receivables and payables is considered to be
equal to the carrying amount of these items due to their short-term
nature. The fair value of financial assets and financial
liabilities (excluding listed bonds) is considered to be same as
the carrying amount for 2022 and 2021.
Calculation of fair values
The
fair values of the financial assets and liabilities are defined as
the price that would be received to sell an asset or paid to
transfer a liability in an orderly transaction between market
participants at the measurement date. Methods and assumptions used
to estimate the fair values are consistent with those used in the
year ended 31 December
2021.
|
10. Dividends
|
The
Board has declared a quarterly interim dividend for Q4 2022 of £0.3812 per Unilever PLC
ordinary share or €0.4268 per Unilever PLC ordinary share at
the applicable exchange rate issued by WM/Reuters on 7 February
2023.
The
following amounts will be paid in respect of this quarterly interim
dividend on the relevant payment date:
|
Per Unilever PLC ordinary share (traded on the London Stock
Exchange):
|
£0.3812
|
|
Per Unilever PLC ordinary share (traded on Euronext in
Amsterdam):
|
€0.4268
|
|
Per Unilever PLC American Depositary Receipt:
|
US$0.4569
|
The euro and US dollar amounts above have been determined using the
applicable exchange rates issued by WM/Reuters on 7 February
2023.
US dollar cheques for the quarterly interim dividend will be mailed
on 21 March 2023 to holders of record at the close of business
on 24 February 2023.
The quarterly dividend calendar for the remainder of 2023 will be
as follows:
|
|
Announcement Date
|
Ex-Dividend Date
|
Record Date
|
Payment Date
|
|
Q4 2022 Dividend
|
09 February 2023
|
23 February 2023
|
24 February 2023
|
21 March 2023
|
|
Q1 2023 Dividend
|
27 April 2023
|
18 May 2023
|
19 May 2023
|
15 June 2023
|
|
Q2 2023 Dividend
|
25 July 2023
|
03 August 2023
|
04 August 2023
|
31 August 2023
|
|
Q3 2023 Dividend
|
26 October 2023
|
16 November 2023
|
17 November 2023
|
08 December 2023
|
|
11. Events
after the balance sheet date
|
On 27
January 2023, following a block listing of 5,000,000 ordinary
shares of 3 1/9 pence each made in December 2022, an initial
tranche of 50,000 new ordinary shares was issued by Unilever PLC to
meet its obligations under employee share schemes.