Meeting everyday needs of people everywhere - Unilever

Unilever N.V. 1999 

Annual Report on Form 20-F 

Reverse for Unilever PLC Report 

Meeting everyday needs of people everywhere 

U

A truly multi-local multinational 

Unilever is dedicated to meeting the everyday needs of people everywhere. 

Around the world our Foods and Home & Personal Care brands are chosen by 

many millions of individual consumers each day. Earning their trust, anticipating 

their aspirations and meeting their daily needs are the tasks of our local 

companies. They bring to the service of their consumers the best in brands 

and both our international and local expertise. 

Unilever’s Corporate Purpose 

Our purpose in Unilever is to meet the everyday needs of people everywhere 

– to anticipate the aspirations of our consumers and customers and to 

respond creatively and competitively with branded products and services 

which raise the quality of life. 

Our deep roots in local cultures and markets around the world are our 

unparalleled inheritance and the foundation for our future growth. We will 

bring our wealth of knowledge and international expertise to the service of 

local consumers – a truly multi-local multinational. 

Our long-term success requires a total commitment to exceptional standards 

of performance and productivity, to working together effectively and to a 

willingness to embrace new ideas and learn continuously. 

We believe that to succeed requires the highest standards of corporate 

behaviour towards our employees, consumers and the societies and 

world in which we live. 

This is Unilever’s road to sustainable, profitable growth for our business 

and long-term value creation for our shareholders and employees.

1 Unilever Annual Report on Form 20-F 1999 

Contents 

Cross reference to Form 20-F 2 

Report of the Directors 

Financial highlights 3 

Chairmen’s statement 4-5 

Selected financial data 6-10 

About Unilever 11-12 

Performance review 13 

1999/98 14-25 

1998/97 26-34 

Financial review 35-38 

Operating review 39-42 

Corporate governance 43-48 

Remuneration report 49-59 

Financial Statements 

Unilever N.V. (NV) is a public limited company registered in 

the Netherlands which has listings of shares or certificates 

(depositary receipts) of NV on the stock exchanges in 

Amsterdam, London and New York and in Belgium, 

France, Germany, Luxembourg and Switzerland. 

Unilever PLC (PLC) is a public limited company registered 

in England which has shares listed on the London Stock 

Exchange and, as American Depositary Receipts, on 

the New York Stock Exchange. 

The two parent companies, NV and PLC, operate as nearly 

as is practicable as a single entity, together referred to as 

the Group or the Unilever Group. NV and PLC and their 

group companies constitute a single group under 

Netherlands and United Kingdom legislation for the 

purposes of presenting consolidated accounts. 

Accordingly, the accounts of the Unilever Group are 

presented by both NV and PLC as their respective 

consolidated accounts. 

This report is the Unilever Annual Report on Form 20-F 

to the Securities and Exchange Commission in the United 

States of America for the year ended 31 December 1999. 

There are two versions, expressed in guilders for NV and 

pounds sterling for PLC. 

Statement of directors’ responsibilities 60 

Report of independent auditors 61 

Accounting information 

and policies 62-65 

Consolidated profit and loss account 

and Statement of total recognised 

gains and losses 66 

Consolidated balance sheet 67 

Consolidated cash flow statement 68 

Notes to the consolidated accounts 69-104 

Schedules – Unilever Group 105 

Key divergence statements from 

United States GAAP 106 

Differences from United States GAAP 107 

Principal group companies and fixed 

investments 108-110 

Company accounts 111-117 

Shareholder Information 

Control of Unilever 118-121 

Analysis of shareholding 122 

Information about exchange controls 

affecting security holders 122 

Nature of the trading market 123 

Taxation for US residents 124-125 

Dividends 126 

Signature 126 

Financial calendar and addresses 127 

Publications 128 

Web site 128 

The brand names shown in italics in this Form 20-F are 

trade marks owned by or licensed to companies within 

the Unilever Group. 

In addition, there is the Unilever Annual Report & 

Accounts for the year ended 31 December 1999, which 

is produced as two separate documents – the Unilever 

Annual Review 1999 and the Unilever Annual Accounts 

1999. These documents comply with the Netherlands and 

the United Kingdom regulations. Both documents are 

made available to all shareholders but, unless they have 

elected to receive the full Annual Report & Accounts, only 

the Annual Review document is mailed to them. 

There are three versions of both these documents: 

– figures expressed in guilders, in Dutch; 

– figures expressed in pounds sterling, in English; 

– figures expressed in guilders, in English. 

The effect of exchange rate fluctuations over time may 

result in the trends shown in the guilder accounts differing 

significantly from those shown in the sterling accounts.

2 Unilever Annual Report on Form 20-F 1999 

Cross reference to Form 20-F 

Item page 

1 Description of the business 


About Unilever 11-12 

Recent acquisitions and disposals 15 

Operating review 39-42 

2 Description of property 42 

3 Legal proceedings 42 

4 Control of Unilever 118-121 

5 Nature of trading market 123 

6 Exchange controls and other limitations 

affecting security holdings 122 

7 Taxation 124-125 

8 Selected financial data 


Dividends 126 

9 Management’s discussion and analysis of 

financial condition and results of operations 

Performance review 13-34 

Financial review 35-38 

9a Quantitative and qualitative disclosures about 

market risk 

Managing market risks 37-38 

10 Directors and other officers of Registrant 

Corporate governance 43-48 

11 Compensation of directors and officers 

Remuneration report 49-54 

12 Options to purchase securities from Registrant 

or subsidiaries 

Remuneration report – Share options 54-59 

13 Interest of management in certain transactions n/a 

14 Description of securities to be registered n/a 

15 Defaults upon senior securities n/a 

16 Changes in securities and changes in security for 

registered securities n/a 

17 Financial statements n/a 

18 Financial statements 

Report of independent auditors 61 

Accounting information and policies 62-65 

Consolidated profit and loss account 66 

Statement of total recognised gains and losses 66 

Consolidated balance sheet 67 

Consolidated cash flow statement 68 

Notes to the consolidated accounts 69-104 

Schedules – Unilever Group 105 

Key divergence statements from United States GAAP 106 

Differences from United States GAAP 107 

Principal group companies and fixed investments 108-110 

Cautionary Statement 

The Annual Report includes forward-looking statements within the meaning of section 27A of the US Securities Act of 1933, as 

amended, and section 21E of the US Securities and Exchange Act of 1934, as amended. 

We believe that the expectations reflected in these statements are reasonable. However, no assurance can be given that such 

expectations will prove to have been correct. Accordingly, results could differ materially from those set out in the forward-looking 

statements as a result of, among other factors, price fluctuations; currency fluctuations; loss of market; environmental risks; physical 

risks; and legislative, fiscal and regulatory developments.

Financial highlights 

• Excellent personal care results 

• Food profits* rise on slightly lower volumes 

• Home care volumes up but market investment reduces profit 

• Strong progress in Asia and Pacific as regional economies recover 

• Home & Personal Care profits* up in North America – Foods results lower 

• Good performance in Western Europe and Africa and Middle East 

*before exceptional items

Chairmen’s Statement – 1999 and the path to growth 

Operating margins before exceptional 

items rise to 11% 

Excellent progress in personal care 

Focus on 400 leading brands to 

accelerate top line growth 

We have made good progress pursuing our strategy 

of category focus and margin improvement against a 

challenging economic and competitive background. 

Our Home & Personal Care categories all grew strongly and 

we saw further improved margins in Foods. We are pleased 

with the developments in Western Europe and the recovery 

in South East Asia. Marketing investments in Latin America 

reduced profits. 

Margins before exceptional items further increased by 

half a percentage point to over 11%, a record. 

The fourth quarter saw the business achieve the highest 

level of underlying growth for two years. This included 

good performances from businesses which are already 

advanced in implementing our strategy of focusing on 

fewer brands. This is early evidence the strategy is working. 

However, sales growth of 2% at constant exchange rates 

and underlying volume growth of 1% 

for the full year were disappointing. 

In May 1999 our shareholders authorised a special dividend 

of Fl. 16 billion and a share consolidation which reduced 

the number of shares in issue. Earnings per share on the 

adjusted shareholdings rose by 9% before exceptional 

items. 

Our objective of delivering a total return to shareholders in 

the top third of a group of peer companies over a threeyear 

period was again achieved. However, our sector as a 

whole suffered as investor interest focused on high 

technology and internet stocks and there was an even 

sharper decline in the Unilever share price during the 

fourth quarter. This has been painful for everybody in 

Unilever. It was all the more disappointing given the 

significant appreciation in the preceding three years. As a 

result of this decline we were below the total shareholder 

return benchmark measured over a single year. 

We are pleased to report that the business passed the 

critical Year 2000 change without disruption. 

Categories 

Corporate Categories, which represent 86% of the total 

Comments refer to results before exceptional 

items and at constant rates of exchange. 

sales, continue to grow faster than the business as a 

whole. In 1999 they grew 3%, whereas turnover in other 

categories fell by 2%, largely due to disposals. We remain 

committed to improving the performance of these other 

businesses or exiting those that are not able to deliver 

sustained value. 

Our personal care businesses had another outstanding 

year. Turnover and profits grew strongly in all categories 

and regions with total sales up 7% and profits increasing 

by 24%. Home care and professional cleaning also 

showed good sales growth but profits declined by 4% as 

higher expenditure to protect our strong market position 

in Latin America offset increases in profits in Western 

Europe and Asia and Pacific. 

Foods profitability improved but overall foods sales 

declined partly due to disposals. Beverages profits were 

up, led by double digit volume growth in the ready-todrink 

sector. Oil and dairy based foods showed a good 

increase in profits but markets in Europe and North 

America continue to contract. Ice cream sales increased 

but profits overall were slightly below 1998. 

Regions 

The global reach of the Company was again an important 

factor. We were able to benefit from the good economic 

conditions in western markets. Sales and profits rose 

strongly in Asia and Pacific region as economies recovered 

from the crisis in late 1997 and 1998. In Western Europe 

profits and margins advanced well. In Central and Eastern 

Europe our business remained weak, with a slow recovery 

in Russia. There were notable increases in results for Africa 

and the Middle East. Sales and profits were affected in 

Latin America by difficult economic conditions in several 

countries coupled with a competitive challenge in our 

largest regional category, laundry. 

People 

The quality of our people was, as always, an important 

factor in our success during a demanding year. Unilever 

employees bring to the business dedication, skill and 

special values. It is a particular privilege to lead this team 

in these changing times. They are responding to new 

challenges with great enthusiasm. Our thanks to one 

and all. 

The path to growth 

In February 2000 we announced a series of linked 

initiatives to align our entire organisation behind 

ambitious plans for accelerating growth and expanding 

margins. By 2004 we will increase annual top line growth 

to 5% and operating margins to 15%, underpinning our 

commitment to double digit earnings growth.

Chairmen’s Statement 

The principal components of the plans are: 

Brands We will concentrate product innovation and brand 

development on a focused portfolio of 400 leading 

brands. These have been chosen both on the basis of the 

strength of their current consumer appeal and their 

prospects for sustained growth. They include familiar 

brands such as Dove, Lux, Lipton, Magnum, and Calvin 

Klein fragrances. We will invest a total of €1.5 billion in 

additional marketing support over five years and by 2004, 

we expect this investment to have driven growth rates in 

the focused portfolio to at least 6% per annum. 

E-business E-business is directly relevant to our growth 

plans in the areas of brand communication and building 

direct relationships with consumers. The development of 

online selling will be pioneered by the recently announced 

venture with iVillage. Alliances with AOL, Microsoft, 

Excite@Home and Wowgo are in place to support brand 

communication and build consumer understanding. 

E-business also offers significant opportunities in 

business-to-business transactions throughout the supply 

chain and we will be rolling out a global e-procurement 

system over the next two years. We are intent on 

achieving a rapid expansion of e-business and have 

committed €200 million to these initiatives in 2000 and 

this will grow. 

Supply chain Our local businesses will be involved in 

developing plans to reorder our manufacturing activities 

into integrated regional networks in support of our 

brands. Our target is a world-class supply chain based on 

some 150 key sites plus a number producing principally 

for local markets. As a consequence we expect there will 

be a substantial reduction in the number of 

manufacturing sites, probably by around 100. 

Simplification Concentrating on 400 brands will give us 

the opportunity to focus resources where they can be 

most effective, reduce overheads and streamline the 

Corporate Centre. Central to the plans will be revised 

knowledge and information systems to support our 

leading brands and the redesigned supply chain. 

Under-performing businesses The remaining businesses 

that do not meet performance standards, or which are 

no longer relevant to our strategy, will be restructured 

or divested. 

These initiatives are planned to deliver annualised savings 

of €1.5 billion by 2004. Of those savings, €1.15 billion 

will be allocated to margin improvement and €350 million 

to increasing resources behind the 400 leading brands. 

The programme is estimated to cost €5 billion in total, 

the majority of which is expected to be exceptional 

restructuring cost. It is likely to lead to a reduction of 

around 25 000 jobs over the next five years, primarily in 

Europe and the Americas, representing 10% of Unilever’s 

total workforce. Provision for the costs and asset writedowns 

will be made as necessary consultations are 

completed and specific plans finalised. 

While these initiatives will lead to job losses over the fiveyear 

period, they are necessary for the long-term health of 

the company. We will take the utmost care to implement 

these changes in close consultation with those affected to 

minimise the personal impact. 

Our strategic objectives and the imperative for change are 

clear. To translate strategy into action, we must now align 

the entire Company and all our employees behind our 

strategic aims. 

Therefore, during 2000, we will be making changes to our 

organisation and the way we reward people to put 

greater insistence on delivery. We are confident that such 

changes will energise the business and build the 

momentum for sustained outstanding performance. 

Antony Burgmans Niall FitzGerald 

Chairmen of Unilever 

This statement accompanied the Annual Accounts which 

were signed on 7 March 2000. 

Subsequent to that date there have been the following 

notable developments: 

In April 2000 Unilever agreed to buy Slim•Fast Foods for 

Fl. 5.3 billion and the directors of Ben and Jerry’s 

Homemade Inc. approved Unilever’s offer of Fl. 750 

million for all the outstanding shares of the company. 

On 2 May 2000 Unilever confirmed that it had made a 

non-public proposal to Bestfoods seeking to enter into 

negotiations to acquire all the outstanding stock of 

Bestfoods for US $ 66 per share in cash, subject to certain 

conditions.

Selected financial data 

The financial data below shows key figures which are derived from our audited consolidated accounts of the Unilever 

Group for the last five years and is qualified by reference to those accounts and notes. 

Consolidated profit and loss account 

00000000000000001111 

Fl. million 

00511100000 

1995 1996 1997 1998 1999 

0000000000 01111 01111 01111 01111 

Turnover 79 703 87 795 94 597 89 112 90 296 

11110 01111 01111 01111 01111 

Operating profit 6 382 7 518 7 563 9 718 9 482 

Exceptional items in operating profit (585) (620) (1 800) 276 (594) 

Operating profit before exceptional items 

– continuing businesses 6 129 7 518 8 849 9 442 10 076 

Non-operating exceptional items (a) — — 7 998 — — 

Income from fixed investments 120 89 85 82 114 

Interest (645) (657) (230) 344 (30) 

11110 01111 01111 01111 01111 

Profit on ordinary activities before taxation 5 857 6 950 15 416 10 144 9 566 

11110 01111 01111 01111 01111 

Profit on ordinary activities after taxation 3 882 4 419 11 231 6 806 6 549 

11110 01111 01111 01111 01111 

Net profit 3 718 4 205 10 923 6 488 6 106 

11110 01111 01111 01111 01111 

Normal dividends on ordinary capital (1 578) (1 780) (2 277) (2 727) (2 743) 

Special dividends on ordinary capital (16 374) 

11110 01111 01111 01111 01111 

Profit of the year retained 2 125 2 410 8 631 (12 628) 3 319 

11110 01111 01111 01111 01111 

Combined earnings per shar e (b)(c) 

Guilders per Fl. 1.12 (1995-98: Fl. 1) of ordinary capital 3.32 3.76 9.78 5.80 5.80 

11110 01111 01111 01111 01111 

Ordinary dividends (b) 

NV – Guilders per Fl. 1.12 (1995-98: Fl. 1) of ordinary capital 1.55 1.75 2.23 2.51 2.79 

11110 01111 01111 01111 01111 

Special ordinary dividends 

NV – Guilders per Fl. 1 of ordinary capital 14.50 

Consolidated balance sheet 

00000000000000001111 

Fixed assets (d) 22 042 23 902 20 375 18 995 21 171 

Stocks 10 683 11 573 10 378 10 461 11 291 

Debtors 11 757 13 562 15 352 14 849 16 935 

Trade and other creditors (e) (16 675) (18 644) (20 039) (36 170) (22 428) 

11110 01111 01111 01111 01111 

27 807 30 393 26 066 8 135 26 969 

11110 01111 01111 01111 01111 

Net (funds)/debt (f) 4 703 5 014 (10 625) (12 735) (1 508) 

Provisions for liabilities and charges 8 220 9 014 10 918 9 507 10 097 

Minority interests 895 1 015 1 039 899 1 275 

Capital and reserves (e) 13 989 15 350 24 734 10 464 17 105 

11110 01111 01111 01111 01111 

27 807 30 393 26 066 8 135 26 969


Consolidated cash flow statement 

(g) 

00000000000000001111 

Fl. million 

00511100000 

1995 1996 1997 1998 1999 

0000000000 01111 01111 01111 01111 

Cash flow from operating activities 8 182 9 983 12 249 9 948 12 460 

Returns on investments and servicing of finance (756) (687) (750) 201 (283) 

Taxation (1 669) (1 877) (4 157) (2 779) (3 180) 

Capital expenditure and financial investment (2 953) (2 819) (2 774) (3 083) (3 307) 

Acquisitions and disposals (1 581) (2 275) 13 749 744 (799) 

Dividends paid on ordinary share capital (1 533) (1 786) (2 062) (2 365) (2 791) 

Special dividend (13 427) 

11110 01111 01111 01111 01111 

Cash flow before management of 

liquid resources and financing (310) 539 16 255 2 666 (11 327) 

Management of liquid resources 651 (766) (14 122) (4 413) 12 509 

Financing (195) 770 (1 517) 92 (322) 

11110 01111 01111 01111 01111 

Increase/(decrease) in cash in the period 146 543 616 (1 655) 860 

Key ratios 

Return on shareholders’ equity (%) 26.4 29.4 49.8 24.6 42.3 

Return on capital employed (%) 14.2 15.2 28.5 16.0 22.3 

Operating margin (%) 8.0 8.6 8.0 10.9 10.5 

Net profit margin (%) (h) 4.7 4.8 11.6 7.3 6.8 

Net interest cover (times) 10.1 11.6 68.0 — 319.0 

Net gearing (%) 24.0 23.5 — — — 

Earnings: fixed charges 5.7 6.5 12.8 9.7 8.1 

Sterling/guilder exchange rates 

Annual average £1 = Fl. 2.53 2.62 3.18 3.29 3.35 

Year-end £1 = Fl. 2.49 2.96 3.34 3.12 3.55 

Selected financial data on a US GAAP basis 

Net profit 3 740 3 568 10 581 5 605 5 488 

Combined earnings per share 

Guilders per Fl. 1.12 (1995–98: Fl. 1) of ordinary capital 3.34 3.19 9.47 5.01 5.20 

Combined earnings per share excluding 

non-operating exceptional items 

Guilders per Fl. 1.12 (1995–98: Fl. 1) of ordinary capital 2.87 2.72 3.08 5.01 5.20 

Capital and reserves 27 402 31 388 42 441 42 515 33 883 

Earnings: fixed charges 6.1 5.9 12.3 8.4 7.5 

Net gearing (%) 14.3 13.4 — — — 

Net interest cover (times) 11.2 10.6 60.5 — 183.0 

Additional financial data 

Total assets 48 189 54 040 65 635 67 186 61 458 

Creditors due after more than one year 6 386 7 585 7 263 6 702 6 241


Definition of key ratios 

00000000000000001111 

Return on shareholders’ equity is net profit attributable to ordinary shareholders expressed as a percentage of the 

average capital and reserves attributable to ordinary shareholders during the year. 

Return on capital employed is the sum of profit on ordinary activities after taxation plus interest after taxation on 

borrowings due after more than one year, expressed as a percentage of the average capital employed during the year. 

Return on shareholders’ equity is substantially influenced by the Group’s policy prior to 1998, of writing off purchased 

goodwill in the year of acquisition as a movement in profit retained. Return on capital employed and net gearing are 

also influenced but to a lesser extent. 

Operating margin is operating profit expressed as a percentage of turnover. 

Net profit margin is net profit expressed as a percentage of turnover. 

Net interest cover is profit on ordinary activities before net interest and taxation divided by net interest. 

Net gearing is net debt (borrowings less cash and current investments) expressed as a percentage of the sum of capital 

and reserves, minority interests and net debt. 

Earnings: fixed charges. Earnings consist of net profit (including the profit on the sale of the speciality chemicals 

businesses) increased by fixed charges and income taxes. Fixed charges consist of interest payable on debt and a portion 

of lease costs determined to be representative of interest. This ratio takes no account of interest receivable although 

Unilever’s treasury operations involve both borrowing and depositing funds. 

00000000000000001111 

Notes 

00000000000000001111 

(a) Non-operating exceptional items in 1997 includes Fl. 8 482 million profit on sale of speciality chemicals businesses. 

(b) Figures for earnings per share and dividends have been restated to reflect the four-for-one share split in 

October 1997. 

(c) For the basis of the calculations of combined earnings per share including the treatment of the 1999 share 

consolidation see note 30 on page 90. 

(d) Includes goodwill and intangibles purchased after 1 January 1998. 

(e) 1998 includes the special dividend of Fl. 16 014 million assuming all shareholders had taken the cash dividend. 

Capital and reserves in 1999 reflect the increase of Fl. 3 045 million as a result of the preference shares issued. 

(f) Net (funds)/debt comprises borrowings less cash and current investments. 

(g) The cash flow statement and the associated notes are presented in accordance with United Kingdom Financial 

Reporting Standard 1. Figures for 1995 have been restated on the same basis. 

(h) Net profit margin includes the profit on sale of the speciality chemicals businesses in 1997. 

00000000000000001111


By geographical area 

00000000000000001111 

Fl. million 

00511100000 

1995 1996 1997 1998 1999 

0000000000 01111 01111 01111 01111 

Turnover 

Europe 42 547 44 002 44 832 41 805 41 404 

North America 14 993 18 328 19 613 18 552 19 474 

Africa and Middle East 3 675 4 217 4 826 4 911 5 065 

Asia and Pacific 10 924 12 589 14 613 12 786 14 815 

Latin America 7 564 8 659 10 713 11 058 9 538 

11110 01111 01111 01111 01111 

79 703 87 795 94 597 89 112 90 296 

11110 01111 01111 01111 01111 

Operating profit 

Europe 3 241 3 593 3 868 5 068 4 775 

North America 1 109 1 628 1 112 2 077 1 866 

Africa and Middle East 400 436 450 490 585 

Asia and Pacific 951 1 033 1 228 1 005 1 415 

Latin America 681 828 905 1 078 841 

11110 01111 01111 01111 01111 

6 382 7 518 7 563 9 718 9 482 

11110 01111 01111 01111 01111 

Net operating assets 

Europe 10 601 11 305 6 782 7 187 7 572 

North America 5 067 6 121 3 693 3 831 4 399 

Africa and Middle East 1 428 1 624 1 705 1 542 1 794 

Asia and Pacific 2 876 3 289 3 153 2 825 3 304 

Latin America 2 178 2 258 2 999 3 019 3 350 

11110 01111 01111 01111 01111 

22 150 24 597 18 332 18 404 20 419


By operation 

00000000000000001111 

Fl. million 

00511100000 

1995 1996 1997 1998 1999 

0000000000 01111 01111 01111 01111 

Turnover 

Foods 41 690 43 841 47 216 46 385 45 183 

Home & Personal Care 28 937 34 583 41 152 41 393 43 588 

Other Operations 2 502 2 397 2 232 1 334 1 525 

Speciality Chemicals 6 574 6 974 3 997 

11110 01111 01111 01111 01111 

79 703 87 795 94 597 89 112 90 296 

11110 01111 01111 01111 01111 

Operating profit 

Foods 2 824 3 122 2 737 3 970 3 942 


Other Operations 225 195 238 1 137 338 

Speciality Chemicals 875 990 514 

11110 01111 01111 01111 01111 

6 382 7 518 7 563 9 718 9 482 

11110 01111 01111 01111 01111 

Net operating assets 

Foods 11 176 11 918 10 784 10 780 11 716 


Other Operations 839 853 424 365 347 

Speciality Chemicals 3 945 4 511 

11110 01111 01111 01111 01111 

22 150 24 597 18 332 18 404 20 419 

11110 01111 01111 01111 01111 

Capital expenditur e 

Foods 1 614 1 642 1 614 1 708 1 523 

Home & Personal Care 870 906 1 117 1 122 1 271 

Other Operations 73 83 70 98 81 


11110 01111 01111 01111 01111 

3 070 3 061 3 063 2 928 2 875 

The principal speciality chemicals businesses were sold in July 1997. Continuing businesses previously reported as 

Speciality Chemicals have been reallocated to other segments.

About Unilever 

History and structure of Unilever 

NV and PLC are the two parent companies of the Unilever 

Group of companies. NV was incorporated under the 

name Naamlooze Vennootschap Margarine Unie in 

the Netherlands in 1927. PLC was incorporated under the 

name Lever Brothers Limited in Great Britain in 1894. 

Since 1930 when the Unilever Group was formed, NV and 

PLC have operated, as nearly as is practicable, as a single 

entity. They have the same directors, adopt the same 

accounting principles, and are linked by a series of 

agreements. The Equalisation Agreement, which regulates 

the mutual rights of the two sets of shareholders, is 

particularly important. It makes the position of the 

shareholders of both companies, as far as possible, 

the same as if they held shares in a single company. 

(See Control of Unilever on page 118) 

NV and PLC are both public companies, with separate stock 

exchange listings and different shareholders. You cannot 

convert or exchange the shares of one for shares of the 

other. There is no fixed relationship between the trading 

prices of their shares – the relative share prices on the 

various markets can, and do, fluctuate from day to day and 

hour to hour. This happens for various reasons, including 

changes in exchange rates. Over time the prices of NV 

and PLC shares do stay in close relation to each other, 

in particular because of our equalisation arrangements. 

(See Control of Unilever on page 118) 

NV and PLC are holding and service companies. Our 

businesses are carried out by our Group companies 

around the world. The holding companies have agreed 

to co-operate in all areas, to exchange all relevant business 

information and to ensure all group companies act 

accordingly. In most cases, shares in the group companies 

are held ultimately by NV or PLC. The main exception is 

that US companies are owned by both – 75% by NV and 

25% by PLC. This arrangement is designed to create a 

balance between the funds generated by the NV and PLC 

parts of the Group. (See Control of Unilever on page 118) 

Business structur e 

Unilever is organised, and its internal results are reported, 

on both a product and a regional basis. 

On a product basis, Category Directors are responsible for 

developing category strategies for implementation across 

Unilever’s operations and they work closely with Business 

Groups to develop regional strategies. They are also 

responsible for directing and managing the allocation of 

corporate resources for research and development and the 

innovation network. 

On a regional basis, Unilever’s operations are organised into 

twelve Business Groups. These are regionally based with the 

exception of DiverseyLever, a worldwide grouping of 

professional cleaning products and services. Western 

Europe and North America are further sub-divided by Foods 

and Home & Personal Care product categories. 

The individual operating companies, which form the core 

building blocks of the Unilever organisation, come within 

the Business Groups. The President of each Business Group 

is accountable for the performance of the companies in 

his group. (See Business Group Presidents on page 45) 

Description of business 

Unilever is one of the world’s leading suppliers of fast 

moving consumer goods in foods, household care and 

personal product categories. It also has other operations, 

mainly plantations. 

Foods 

Oil and Dairy Based Foods and Bakery We are the market 

leader in margarine and related spreads in most countries 

in Europe and North America. We sell spreads, oils and 

cooking fats in more than 50 countries including 

Australia, Indonesia, South Africa and Turkey. 

In Western Europe and North America, consumer interest 

remains strong in spreads offering qualities related to 

‘health’ and ‘taste’, although overall consumption in the 

sector is declining. Important brands in these markets are 

Becel (the Netherlands), Flora (UK), Fruit d’Or (France), 

Rama (Germany) and Country Crock and Take Control 

(USA). In many other countries, sales of spreads are 

growing as a result of changes in eating habits and 

increases in population and personal incomes. We sell 

olive oil in a number of European countries and North 

America under the Bertolli brand name and in France 

under the Puget brand.

About Unilever 

Bakery products comprise speciality bakery fats, designed 

for end-applications such as bread, cakes, biscuits and 

pastry, as well as bread and confectionery ingredients. 

Frozen bakery products are supplied to bakeries. 

Ice cream and beverages We are the leading producer of 

ice cream in most European countries, the United States 

and Latin America. We have ice cream sales in more than 

90 countries worldwide. Important household names are 

Wall’s, Langnese, Ola and Algida in Europe and Good 

Humor and Breyers in the United States. Ice cream 

products such as Magnum, Solero, Cornetto, Carte d’Or 

and Viennetta are brands sold internationally as part of 

local or international house names. 

We have important positions in packet tea and tea-related 

drinks in many regions through our Lipton and Brooke 

Bond brands. Lipton is the world’s leading brand in tea 

and iced tea. Sales of ready-to-drink teas are growing 

throughout Europe, North America and East Asia. We 

have a joint venture with PepsiCo Inc. which markets 

ready-to-drink products in North America and Mexico. 

We also have extensive tea plantations in India and 

Kenya, supplying tea for our own brands and the market 

in general. 

Culinary and frozen foods We are the leading producer 

of frozen foods in Europe, under the Birds Eye brand in the 

United Kingdom and Iglo brand in most other European 

countries. We also market frozen seafood in the United 

States under the Gorton’s brand. A range of meal solutions, 

first launched in Italy under the brand Quattro Stelle, is 

being extended across Europe. 

We have a significant pasta sauce business under the 

Ragú and Five Brothers brands. We also sell bouillons and 

other cooking aids in Europe, North America, Australasia, 

Egypt and sub-Saharan Africa. In the United Kingdom, 

Colman’s is a significant brand in meal sauces and 

condiments and the announcement of the acquisition of 

Amora Maille in France in 1999 will add an important 

brand covering condiments, mayonnaise and vinegar- b a s e d 

products with sales in a number of European countries. 

Salad dressings, spices and seasonings are marketed in 

the United States under the Lipton and Lawry’s brands. 

Instant soups are sold under the Cup-a-Soup, Recipe 

Soups and Lipton brands, particularly within Europe, 

the United States and Australasia. 

Home & Personal Car e 

Home care and professional cleaning We are one of the 

two leading global suppliers of products for fabrics 

cleaning, surface care and hygiene in a domestic and 

a professional setting. We have operations in some 60 

countries and we are market leader in many. The best 

known brands, some of which are limited to single 

countries or regions, are Wisk, all, Omo, Skip and Persil 

(UK and France) fabric cleaners, Comfort, Cajoline and 

Snuggle fabric conditioners, and Cif/Jif and Domestos 

surface cleaners and hygiene products. 

DiverseyLever is a leading provider of cleaning and 

hygiene products and services to institutional, laundry 

and food and beverage customers. 

Personal care We are the world leader in personal wash, 

deodorants and anti-perspirants. We have important market 

shares in toothpastes, skin care and hair care products in 

many countries. 

Our leading international brands include Lux, Dove and 

Lifebuoy in personal wash, Rexona, Impulse and Degree 

deodorants and anti-perspirants, and Axe male personal 

care range. In skincare, Pond’s, Vaseline and Fair & Lovely 

are international brands and Hazeline is an important 

brand in China for skin care and hair shampoos. 

Hair shampoos are sold internationally under the Organics 

and Timotei brands and in North America under the 

ThermaSilk, Salon Selectives and Finesse brands. 

Toothpastes are sold widely under the Signal, Close-Up 

and Mentadent brands and in China Zhonghua is the 

brand leader. 

We are one of the world’s largest producers of prestige 

fragrances. We sell a number of fragrances under the 

Calvin Klein house name, including Obsession, Eternity 

and Escape, which are classic brands, and cK be aimed at 

a youthful market. Elizabeth Arden sells an integrated 

range of cosmetics, skin care and fragrances and markets 

a number of fragrances under designer house names. 

Our Unipath business manufactures and markets 

diagnostic medical products, with a special focus on 

women’s reproductive health. 

Other Operations 

We own significant oil plantations in the Democratic 

Republic of Congo, Côte d’Ivoire, Ghana and Malaysia 

and tea plantations in India, Kenya and Tanzania. These 

are classified as Other Operations from 1999 onwards. 

Chemicals 

We sold our speciality chemicals businesses in July 1997.

13 Unilever Annual Report on Form 20-F 1999 Report of the Directors 

Performance review 

This discussion, unless otherwise indicated, is based on 

the results of our Group’s continuing operations, which: 

• 

• 

includes acquisitions made each year; 

excludes from 1997 the speciality chemicals 

businesses that were sold in 1997 and the proceeds 

of that sale. 

Our accounting policies are based on United Kingdom 

generally accepted accounting principles (GAAP) and 

Dutch GAAP which differ significantly from United States 

G A A P. The principal diff e rences are described on page 1 0 7 . 

We have shown reconciliations to the approximate net 

income and capital and reserves under US GAAP on 

page 106. 

Euro reporting 

Following the introduction of the euro, we have 

published supplementary information in euros 

throughout 1999 and will replace the guilder and 

sterling with the euro for reporting purposes from the 

start of the year 2000. 

Effect of exchange rates on the way we 

present our financial statements 

We have published our accounts in two currencies, 

Dutch guilders and pounds sterling. The effect of 

exchange rate fluctuations over time may result in 

the trends shown in the guilder accounts differing 

significantly from those shown in the sterling accounts. 

Foreign currency amounts are translated into the 

published currency using annual average exchange rates 

for results and cash flows. An exception to this was in 

1997, when the profit on disposal of the speciality 

chemicals businesses was translated at the rates 

prevailing on 8 July 1997, and the discontinued 

businesses’ results were translated at the average rates 

up to the date of disposal. Year-end exchange rates are 

used for the consolidated balance sheet, except for the 

ordinary capital of NV which is translated at the rate 

of £1 = Fl. 12 (see Control of Unilever on page 118). 

The exchange rates used for the last five years were: 

Fl. 1 to £1 

0005111 

Average rates Year-end rates 

00001105111 05111 

1995 Fl. 2.53 Fl. 2.49 

1996 Fl. 2.62 Fl. 2.96 

1997 Fl. 3.18 Fl. 3.34 

1998 Fl. 3.29 Fl. 3.12 

1999 Fl. 3.35 Fl. 3.55 

In the following discussion we have used annual average 

exchange rates to translate foreign currency amounts. 

To eliminate the effect of exchange rate fluctuations, 

we express our key year-on-year comparisons at 

constant rates of exchange. This means using the 

annual average rates for the previous year so that 

year-on-year comparisons are the same in both guilders 

and sterling. 

Our results in a particular reporting currency (guilders or 

sterling) are depressed in years in which the reporting 

currency strengthens in relation to other currencies and 

vice versa. The difference between the percentage 

change calculated for each of the reporting currencies in 

the table below and the percentage change at constant 

exchange rates reflects the extent to which the reporting 

currency has strengthened or weakened against the 

weighted average of the underlying currencies. The 

difference in the percentage change between the guilder 

accounts and the sterling accounts reflects the 

movement in the exchange rate between the two 

currencies. Figures in 1996/1997 and the trend in 

1997/1998 are impacted by the profit on disposal 

of the speciality chemicals businesses. 

The following table shows certain percentage increases/(decreases) in our Group results between years expressed in 

guilders and sterling, and at constant exchange rates. 

00000000000110000011 

1996-1997 1997-1998 1998-1999 

0000 0000 0000 

Results Const. Results Const. Results Const. 

Fl. £ Rates Fl. £ Rates Fl. £ Rates 

% % % % % % % % % 

0000011 1011 1011 011 1011 1011 011 1011 1011 

Turnover 8 (11) (1) (6) (9) (2) 1 — 2 

Operating profit 1 (17) (8) 28 24 34 (2) (4) (2) 

Net profit 159 107 141 (41) (41) (38) (6) (7) (5) 

00000000000110000011


Performance review 

The information in the following tables is based on 

exchange rates between pounds sterling and US dollars, 

and guilders and US dollars, based on the Noon Buying 

Rate in New York City for cable transfers in foreign 

c u r rencies as certified for customs purposes by the Federal 

Reserve Bank of New York (The Noon Buying Rate). 

US $ per £1 

Calendar period At 31 December Average rate High Low 

00005 0111 5111 5111 

1995 1.55 1.58 1.64 1.53 

1996 1.71 1.57 1.71 1.49 

1997 1.64 1.64 1.70 1.58 

1998 1.66 1.66 1.72 1.61 

1999 1.62 1.62 1.68 1.55 

On 28 April 2000 the Noon Buying Rate was US $ 1.56 

to £1. 

Fl. per US $ 1 

Calendar period At 31 December Average rate High Low 

00005 0111 5111 5111 

1995 1.60 1.60 1.75 1.52 

1996 1.73 1.69 1.76 1.61 

1997 2.03 1.95 2.12 1.73 

1998 1.88 1.97 2.09 1.81 

1999 2.19 2.07 2.20 1.87 

On 28 April 2000 the Noon Buying Rate was Fl. 2.00 to 

US $ 1. 

The exchange rates used for translating US dollars into 

pounds sterling and guildersin this report for the last five 

years were: 

US $ per £1 Fl. per US $ 1 

Average Year-end Average Year-end 

rates rates rates rates 

0050 0111 0111 0111 

1995 1.58 1.55 1.60 1.60 

1996 1.56 1.70 1.68 1.74 

1997 1.64 1.65 1.94 2.03 

1998 1.66 1.66 1.98 1.88 

1999 1.62 1.62 2.07 2.19 

The exchange rate on 28 April 2000 for €1 was £0.58, 

Fl. 2.20371 and US $ 0 . 9 1 . 

1999 results compared with 1998 

Unilever Group 

Overall turnover increased by 2% to Fl. 90 890 million and 

underlying volume growth of 1% was just over half that 

achieved in 1998. This reflected the challenging economic 

and competitive nature of some of our regional markets. 

Operating profit incre a s e d 7% to Fl. 10 082 million. 

Operating margins at 11% were at an historic high. There 

was good margin progress in almost all regions, notably in 

Europe and Asia and Pacific. Profit growth in personal care 

was particularly strong. 

Net profit was up 3%. This reflected lower interest 

income, due to the reduction in net funds following 

payment of the special dividend in mid-1999. Earnings per 

share taking account of the share consolidation, which 

reduced the number of shares, rose 9%. 

Exceptionals and restructuring 

Included in operating profit in 1999 was an exceptional 

charge of Fl. 594 million. This compared with a net 

benefit of Fl. 276 million in 1998, which included the 

Fl. 858 million profit on the disposal of Plant Breeding 

International, in Cambridge, United Kingdom. 

The 1999 exceptional charge includes a restructuring 

charge of Fl. 512 million (1998: Fl. 585 million). In 1999 

these charges were principally in respect of our Foods 

and Personal Care operations in North America, and in 

Western European Foods and Latin American businesses. 

In 1998 the restructuring projects were focused mainly in 

Foods in Europe and the businesses in Asia and Pacific. 

Details of movements in all restructuring provisions in 

1999 and 1998 are shown in current money in note 18 

on page 78 and the cash flows in note 26 on page 86. 

Under US GAAP, certain of the restructuring charges in 

each year would not have been recognised until certain 

additional criteria had been met, and would then have 

been included as a charge in subsequent years. Details 

of the US GAAP adjustments relating to the restructuring 

charges are given on page 106. 

The benefits arising from the 1998 restructuring plan are 

now being seen, although we expect further progress in 

the coming year. 

The 1997 restructuring plan is substantially implemented 

and the expected headcount reductions and levels of 

savings are broadly in line with the original plan. 

On 22 February 2000 we announced a series of linked 

initiatives as part of a programme to accelerate growth 

and expand margins. These initiatives consist of focusing 

resources on 400 key brands, closing certain 

manufacturing sites and reorganising or divesting 

underperforming businesses. The programme is estimated 

to cost €5 billion in total, the majority of which is 

expected to be exceptional restructuring cost. It is likely to 

lead to the reduction of around 25 000 jobs over five 

years, primarily in Europe and the Americas, and to deliver 

annual savings of €1.5 billion by 2004.


Performance review – 1999 

Recent acquisition and disposals 

During the year we made 27 small acquisitions. The most 

important were: 

Varela SA – Home & Personal Care in Colombia 

Mountain Cream – Ice cream in China and Hong Kong 

Beijing Tea Processing Factory – Tea in China 

Sociedad Industrial Dominicana – Home & Personal Care 

and ice cream in the Dominican Republic 

Miro Aebe – Tomato products in Greece 

Rossell – Tea plantation in India 

Selecta Dairy Products Inc.– Ice cream in Philippines 

Slotts & Kockens – Culinary brands in Sweden 

At current exchange rates, Fl. 1 101 million was invested 

in acquisitions, which are expected to add approximately 

Fl. 529 million to sales in a full year. 

In addition to the above the following acquisitions are 

expected to be completed in May 2000. 

– agreement was reached in 1999 to acquire two 

leading French culinary brands, Amora and Maille, for 

Fl. 1 540 million. 

– in April 2000 Unilever agreed to buy Slim•Fast 

Foods Company, a leading US-based food business, 

best known for its nutritionally-balanced products, for 

Fl. 5.3 billion (US $ 2.3 billion) cash. 

– in April 2000 the Board of Directors of Ben & Jerry’s 

Homemade Inc. approved Unilever’s offer of 

Fl. 750 million (US $ 326 million) for all of the 

outstanding shares of the company on a fully 

diluted basis. 

In 1999, we disposed of 23 businesses, including 

Homann, a salad and dressing business in Germany, 

a beverage business in Dubai and various other small 

businesses. At current exchange rates, Fl. 294 million 

was received from these disposals, with a reduction of 

approximately Fl. 766 million of sales in a full year. 

Performance review by region and category 

The segmental analysis which follows is based on 

operating results before exceptional items, at constant 

exchange rates, and includes the results of the speciality 

chemicals businesses up to 8 July 1997 but does not take 

account of US GAAP adjustments. Turkey, formerly 

reported under Africa and Middle East region, is reported 

within Europe from 1 January 1998. Figures for previous 

years have been restated on the same basis.


Performance review by region and category – 1999 

Europe 

1999 1999 1998 Change 

at current at constant at constant 

Fl. million rates rates rates 

Turnover 41 404 41 346 41 805 (1)% 

Operating profit 4 775 4 767 5 068 (6)% 

Operating profit before exceptional items 4 988 4 977 4 670 7% 

Exceptional items (net) (213) (210) 398 

Operating margin 11.5% 11.5% 12.1% 

Operating margin before exceptional items 12.0% 12.0% 11.2% 

Western Europe Our results again improved. Strong 

improvements in operating profits and margins reflected 

the benefits of restructuring and supply chain efficiencies. 

Volumes increased but disposals and other portfolio 

rationalisation led to a slight fall in overall sales. 

We continued the move from a national to a Euro p e a n 

s t r u c t u re, in order to better manage our leading brands, 

reduce costs and improve eff i c i e n c y. 

Home & Personal Care continued to drive our success, 

with volume growth of more than 3% and market share 

advances in most categories. In personal care, our 

deodorants, personal wash and oral categories did 

especially well, with deodorants enjoying another year of 

double digit growth. The continuing extension of Dove, 

the brand contributing most to the growth of our 

personal care portfolio, made a particular impact. Sales 

were lower in Calvin Klein and Elizabeth Arden prestige 

fragrance brands. 

In home care, we increased market share in laundry. 

Tablets maintained their sector leadership and we launched 

a double-layer variant. Fabric conditioners increased sales 

markedly on the back of a new ‘easy-ironing’ variant under 

the Comfort and Snuggle brands. Innovative brand 

extensions in household cleaning, including Domestos 

3-in-1, Domestos hygienic wipes and Cif Oxy-Gel, 

contributed to overall growth. 

In Foods, overall profits improved, but volumes were 

marginally down. Volumes rose in culinary, ice cream and 

tea, with Lipton ready-to-drink tea growing by more than 

13%. We maintained our market share in yellow fats in a 

contracting market. Frozen foods volumes declined, 

reflecting the continued focusing of our portfolio. In 

December 1999 we announced the acquisition of the major 

French culinary company Amora Maille, which will improve 

our culinary market position and geographical coverage. 

Central and Eastern Europe It was a challenging year 

in the region and our sales and profits were down. 

The economic recovery in Russia was much slower than 

predicted, with a knock-on effect throughout Central 

Europe. The Turkish economy was badly hit by the 

natural disasters of 1999 but our company continues to 

perform well. 

In response to these events we streamlined our operations 

to benefit from the eventual improvement in trading 

conditions. In Russia we significantly reduced the cost base 

of our operations and adapted our portfolio. We improved 

our competitive position in the market by producing packs 

locally and manufacturing Rama and Calvé onshore. 

Falls in tea and ice cream profits in the region were partly 

offset by an improved performance in laundry, particularly 

in Turkey. 

In Europe as a whole, exceptional items in 1999 mainly 

related to the restructuring of our Foods business. In the 

previous year, they included the profit on the disposal of 

Plant Breeding International.



North America 

1999 1999 1998 Change 


Fl. million rates rates rates 

Turnover 19 474 18 693 18 552 1% 



Exceptional items (net) (278) (266) 86 



We had a mixed year in North America: Home & Personal 

Care achieved excellent results, but our Foods business 

returned a weaker performance. Overall, profits rose by 

3% with sales and volumes climbing modestly. 

Our Home & Personal Care business achieved a 5% 

volume growth, well above 1998, with profits also ahead. 

Our key brands flourished, with market share increases in 

our three priority categories of deodorants, hair and 

personal wash. Led by the successful relaunch of Suave 

and the strong growth of ThermaSilk, we achieved daily 

hair care category leadership. In home care, laundry 

experienced 4% underlying volume growth, with liquid 

all making a particular contribution. 

The merger of the three mass market Home & Personal 

Care businesses was completed successfully, although 

there were short-term customer service difficulties. The 

size and scope of the new organisation have strengthened 

our position in the marketplace. 

Our prestige fragrance brands returned to modest 

growth in North America on the strength of the Elizabeth 

Arden launches of Green Tea and Cerruti Image. 

However, Elizabeth Arden cosmetics sales were less 

robust. We announced the launch of a new Calvin Klein 

cosmetics range. 

In DiverseyLever, our professional cleaning business, profits 

were adversely impacted by a sales reorganisation and 

some account losses. 

We marked the first full year since the new Lipton was 

formed from the merger of Thomas J. Lipton and Van den 

Bergh Foods. After achieving strong growth in 1998, 

Foods volumes were 3% down with profits and margins 

also falling. 

In tea, we successfully trialled Lipton Cold Brew, 

cold infusion tea bags aimed at the huge iced tea market. 

Investment in innovation also helped maintain our market 

share in yellow fats. By the end of the year our new blood 

cholesterol-level lowering spread Take Control had taken 

leadership in this new sector. 

In culinary, Wishbone dressings and Ragú pasta sauce 

made excellent progress. However, our withdrawal from 

the industrial tomato business and supply chain difficulties 

contributed to a drop in overall culinary volumes. 

We invested strongly in ice cream cabinets and sold more 

impulse products. However, competitive pressure saw us 

lose some ground in packaged ice cream. 

Exceptional charges in 1999 relate to the restructuring of 

our Foods and Home & Personal Care businesses.



Africa and Middle East 

Fl. million 1999 1999 1998 Change 


rates rates rates 

Turnover 5 065 5 291 4 911 8% 

Operating profit 585 610 490 24% 

Operating profit before exceptional items 553 578 493 17% 

Exceptional items (net) 32 32 (3) 



Our businesses in Africa and Middle East had another 

good year despite depressed oil prices in early 1999 and 

economic and political instability in parts of Africa. 

Volumes grew by more than 6% in our corporate 

categories, operating profits climbed by 17%, sales 

increased by 8% and margins also rose. 

In Africa, we attained excellent growth in Home & 

Personal Care – our largest business in the region. 

Laundry, oral and mass skin were strong. To increase the 

affordability of our brands, we launched sachet versions of 

toothpaste and laundry products in most African markets. 

Our South African operations flourished, with share 

increases in priority categories. We introduced our ice 

cream brands to the South African townships for the first 

time, with smaller, more affordable products. Our 

businesses in Côte d’Ivoire and Ghana did well and we 

achieved volume growth in Nigeria. 

T h roughout Africa, we focused on strengthening our 

distribution network by developing exclusive regional 

agents, and on increasing the availability of our pro d u c t s 

with a more effective sales appro a c h . 

In the Middle East, our Egyptian Foods and Home & 

Personal Care companies were successfully merged. We 

developed our out-of-home tea portfolio by introducing 

Lipton branding into thousands of independent tea shops 

– creating new Unilever channels to consumers. Indicative 

of our ability to satisfy local tastes was the roll-out of 

Tasbeeka, a ready-made version of a popular tomatobased 

culinary product. 

Arabia performed strongly, particularly in tea, where we 

increased market share by more than 3%. As part of our 

strategy of making our supply chain more efficient, we 

opened a new tea packing factory in Dubai. 

We made good progress in Morocco, where strong 

growth in laundry reinforced our position. We made 

strides in Israel and built on our successful presence in 

Lebanon by launching operations in Jordan and Syria.



Asia and Pacific 




Turnover 14 815 14 014 12 786 10% 

Operating profit 1 415 1 333 1 005 33% 


Exceptional items (net) (40) (40) (115) 



Our Asia and Pacific business had a very good year across 

most countries in the region, benefiting from the recovery 

in South East Asia. 

Led by a strong showing in Home & Personal Care, we 

achieved excellent growth in volume and profits. Foods, 

however, performed less well and profits were marginally 

below 1998. Overall margins improved by a full 

percentage point and there was significantly increased 

investment in marketing. 

In India, we had another outstanding year in both volume 

and profit growth. Key to this growth was a powerful 

Home & Personal Care performance, with particularly 

good results in hair, laundry, mass skin and personal wash. 

We continued to meet consumer needs with innovation, 

for example, rolling out a resealable toothpaste sachet 

and a miniature Rexona deodorant stick for lower 

income consumers. 

Foods was less buoyant in India. The business was 

particularly affected by disappointing tea sales which only 

started to recover towards the end of the year following 

the withdrawal of the excise duty on packaged tea 

imposed in 1998. However, there was an enthusiastic 

reception from Indian consumers to the roll-out of our 

tea-based beverage Lipton Tiger. 

Our operations in China achieved double digit volume 

growth, largely due to the accelerating growth of the 

Hazeline range of hair products and the successful 

relaunch of the brand’s personal wash range. However, 

the business remained in loss, reflecting our continued 

investment. We streamlined the business, moving from 

joint venture based operations to a three company 

structure focused on the core areas of home and personal 

care, foods and beverages, and ice cream. 

Other activities included the launch of herbal based 

Zhonghua toothpaste, entry into the large green tea 

market through the purchase of Jinghua, a leading Beijing 

based brand, and the acquisition of Mountain Cream ice 

cream. 

In the face of last year’s economic crisis in South East Asia, 

the strategy of adapting our portfolio and reaching out to 

lower income consumers was successful, leaving us well 

placed to benefit from the economic recovery. In 

Indonesia, turnover grew by a third, and in the Philippines 

and Vietnam, where sales were also buoyant, we achieved 

double digit volume growth. 

We made further good progress in Japan, particularly in 

personal care, on the back of successful launches such as 

Dove bar and facial foam and the Mod’s Hair care range. 

In Australasia, our laundry range was simplified and 

relaunched, making products easier for consumers to use 

and enabling us to reinforce our strong position. In Foods, 

Flora pro.activ, our innovative blood cholesterol-level 

lowering spread, sold very well. In Japan and Australia 

tea profits grew.



Latin America 




Turnover 9 538 11 546 11 058 4% 

Operating profit 841 993 1 078 (8)% 

Operating profit before exceptional items 936 1 097 1 168 (6)% 




Our Latin American business proved its resilience in a 

challenging year, adapting to regional recession and 

devaluation in Brazil and responding vigorously to 

competitive activity. 

Sales rose by 4%, at constant exchange rates; sales 

declined 14% at current rates. Volumes fell, but much less 

sharply than private consumption. Home care profits were 

a ffected by major investments behind our market leading 

position in laundry. This was mostly offset by excellent 

results in personal care. Sales in Foods were generally 

l o w e r, but overall margins and profits incre a s e d , 

particularly in Mexico. Overall profits declined by 6%. 

We responded swiftly to the increased laundry 

competition. We reformulated our leading brands, were 

first to introduce tablets in Argentina and Chile and took 

steps to ensure brand availability across all price ranges. 

We maintained leading positions in all our key markets. 

Elsewhere in home care, our new Cif floor cleaning range 

met with great success following its launch in Argentina. 

In personal care, innovation helped deodorants, hair and 

oral to another good year. Overall personal care sales were 

up and we increased our market leadership in several 

categories. In particular, excellent progress was achieved in 

Brazil. In Foods, volumes fell in ice cream – though market 

share improved – and in yellow fats. 

To counter the recession, we accelerated cost reduction 

plans, focused resources on leading brands and adapted 

our portfolio to offer consumers more affordable 

products, such as a reformulated Ala soap. We advanced 

plans to rationalise Brazilian ice cream production and 

distribution and opened a low cost Mexican ice cream 

factory, replacing three local facilities. Across the region, 

cross-border sourcing became increasingly important. 

Joint ventures and acquisitions remained central to 

developing the business. In the Dominican Republic we 

acquired Sociedad Industrial Dominicana, an ice cream 

and home and personal care business with good 

coverage in several Caribbean countries. In Colombia we 

embarked on a joint venture with Varela, a leading home 

care company. 

Exceptional charges in 1999 relate mainly to restructuring 

in our regional Foods operations.



Oil and dairy based foods and bakery 




Turnover 16 038 16 187 16 952 (5)% 






Oil and dairy based foods Consumers in more than 50 

countries use our spreads, oils and cooking fats and we 

are market leader in margarine and related spreads in 

most European countries and in North America. 

In 1999, operating profits from our oil and dairy based 

foods and bakery business grew by 6% and margins 

improved, mainly in Europe. This reflected lower input 

costs and the benefits of restructuring and supply chain 

efficiencies. 

Our yellow fats volumes fell in a declining market. In 

Western Europe and North America, we maintained share 

by continuing to stimulate consumer demand through 

innovative new products. In Central and Eastern Europe 

and Latin America volumes were down. 

We have strong market positions in brands promoting 

cardiovascular health. In 1999, we successfully added 

products proven to lower blood cholesterol levels under 

the Take Control and Flora and Becel pro.activ brands. 

They were launched in Australia, Switzerland, New 

Zealand and the United States, where Take Control 

became category market leader in its launch year. We will 

introduce these products in the European Union as soon 

as regulatory clearance is obtained. 

More and more consumers are choosing liquid oils for 

cooking. In North America and Northern Europe, olive oil, 

in particular, is becoming increasingly popular. Unilever is 

the world’s biggest marketer of branded olive oil. In 1999, 

our Bertolli and Puget olive oil brands performed well, 

despite increased raw material costs. 

Bakery Our bakery products business mainly provides 

speciality bakery fats, designed for professional bread, 

cake and pastry-making, and frozen bakery products for 

bakeries. Our operating profits in bakery improved in 

1999, partly due to a programme of cost savings. 

The future of our European bakery business is under 

review; it is being restructured to improve performance 

significantly, or it will be divested by the end of 2000.



Ice cream and beverages 




Turnover 14 625 14 657 14 593 0% 






Ice cream We are the world’s leading producer of ice 

cream, supplying consumers in more than 90 countries. 

Our strategy focuses on growing leading brands such as 

Magnum, Solero, Cornetto, Carte d’Or and Viennetta, 

which are sold as international brands, and also on 

developing locally relevant varieties and extending our 

business with new sales channels. 

In 1999, overall volumes were flat and operating profits 

were slightly below 1998. In Western Europe, where we 

benefited from a warmer summer, volumes rose by 2% 

and profits improved. Growth centred on demand for 

multi-packs and desserts, particularly Carte d’Or. Results 

fell in Central and Eastern Europe and Latin America due 

to economic instability and reduced consumption levels. 

In North America, impulse volumes rose but our packaged 

ice cream sales and profits fell due to increased price 

competition. 

We virtually completed the worldwide roll-out of our heart 

logo. This provides international recognition of our brands 

and enables us to further concentrate production and 

move products between different markets. 

In 1999, new variants of our leading brands – such as the 

Magnum Double – demonstrated innovation in action. 

We extended our ranges of multi-packs of impulse 

products for in-home consumption and strengthened our 

position in the growing scooping sector. We also reached 

out to lower income consumers with more affordable 

products, notably in China and South Africa. 

In the United Kingdom, the Competition Commission’s 

report into the ice cream industry recommended 

limitations on both our freezer cabinet and distribution 

arrangements. We are confident the strength of our 

brands will sustain our business. The more significant 

ruling of the European courts is expected in 2000. 

Beverages Brooke Bond, and our world leading brand 

Lipton, have earned us extremely strong international 

positions in packet tea and related drinks. We are also 

strong in ready-to-drink tea, which is growing throughout 

Europe, North America and East Asia, and have a joint 

venture with PepsiCo Inc. to market ready-to-drink 

products in North America. 

Operating profits were up 7%. Volume was on a par with 

1998, reflecting the temporary impact of excise duties 

on packaged tea in India. We enjoyed good growth in 

Western Europe, Africa and Middle East and saw a strong 

global volume increase of 14% in ready-to-drink tea. 

We brought a range of innovations to our product and 

sales channels. In Europe, we developed our portfolio with 

the launch of a new harmonised range of fruit flavoured 

teas, Lipton Sun Tea and the further roll-out of Tchaé 

green tea and pyramid tea bags. In the United Kingdom, 

Brooke Bond pyramid bags were established as the top 

brand. In North America, we successfully test-marketed 

our patent-protected cold infusion tea bags.



Culinary and frozen foods 




Turnover 14 520 14 539 14 840 (2)% 


Operating profit before exceptional items 1 460 1 437 1 464 (2)% 




Culinary Our culinary category includes ranges of 

cooking ingredients, sauces and soups. The acquisition 

of Amora Maille in France, announced in December 1999, 

will add two important brands with sales in a number of 

European countries. During the year we also reported the 

acquisition of Scandinavian culinary company Slotts and 

Kockens. To raise global awareness of our brands and 

achieve supply chain efficiencies, we began branding 

selected items with a newly designed culinary 

masterbrand logo. 

In 1999, overall culinary volumes were down, although 

profits rose slightly. A lower sales figure reflects the 

disposal of our Homann salads business. We achieved 5% 

underlying volume growth in Western Europe but volumes 

were lower in the Americas. 

We used a raft of innovative approaches to bring flavour 

and convenience to familiar foods. In the United 

Kingdom, our ethnic two-step chicken sauce range, Sizzle 

& Stir, had a great year; in North America, new Lawry’s 

fruit juice-based marinades swiftly gained market 

leadership and in Russia we started local production 

of mayonnaise in a new, low cost pack format. 

Frozen foods We are the leading producer of frozen 

foods in Europe, under the Findus brand in Italy and the 

Birds Eye, Frudesa, Mora and Iglo brands in other 

countries. We are brand leader in frozen seafood in the 

United States, under the Gorton’s name. 

In 1999 the refocusing of our portfolio took overall frozen 

foods volumes and profits below last year. We continued 

to focus on our strongest lines, such as meal solutions, 

which are one of the areas targeted for strategic growth. 

In 1999, our premium ready meal range 4 Salti in Padella, 

first launched in Italy, continued its remarkable progress. 

We are now rolling it out throughout Europe. In the 

United States, we test-marketed innovative crispy stuffed 

and herb-flavoured fish fillets.



Home care and professional cleaning 




Turnover 20 065 20 555 19 422 6% 






We are one of the two leading global suppliers of pro d u c t s 

for fabric and surface cleaning and hygiene in a domestic 

and a professional setting. DiverseyLever is a leading 

provider of cleaning and hygiene products and services to 

institutional, laundry and food and beverage customers. 

Home care Overall volumes climbed by 3% across our 

home care businesses. We enjoyed particular growth in 

Africa and Middle East and Asia and Pacific, with good 

progress in Western Europe and North America. Although 

we achieved improved results and margins in Western 

Europe and Asia and Pacific, operating profits declined 

globally by 4%. This reflected major investments behind 

our market leading positions in Latin America. 

In Europe, laundry volumes grew by almost 4% and 

supply chain savings boosted margins. A second 

generation, double-layer tablet formulation built on last 

year’s pioneering launch helped maintain our sector market 

leadership. The introduction of S u r f powder in the 

Philippines met with great success while in Brazil B r i l h i a n t e 

powder became the number two brand by combining the 

superior cleaning properties of bleach with kindness to 

clothes. The popularity of liquid a l l helped us to a 4% rise 

in laundry volumes in North America. 

Some innovations, like our new ‘easy-ironing’ fabric 

conditioner, created whole new segments in the market. 

Easy Iron, which will be rolled out throughout Western 

Europe under the Comfort and Snuggle brands, captured 

a 10% share of the United Kingdom market within 

six months. 

In Europe, in household care, we teamed up with a paper 

supplier to launch Domestos hygienic wipes. U s i n g 

patented technology we created new products under the 

Cif brand name: Cif Oxy-Gel, a general purpose cleaner 

which uses bubbles to shift grime, and the Cif floor 

cleaning range. Sunlight dishwash bar, another recent 

launch, flourished in Malaysia. 

Professional cleaning DiverseyLever had another 

challenging year. Volumes were 1% ahead, with operating 

profits broadly in line with 1998. 

Europe, where the business is strongest, performed better 

than the previous year. In North America, sales grew but 

profits were adversely impacted by a reshaping of part of 

the sales organisation. Latin America and Asia and Pacific 

achieved higher sales and profits, the latter region 

benefiting from improved economic conditions. 

In Europe, we began simplifying the product portfolio and 

focusing on key customer segments.



Personal car e 




Turnover 23 523 23 423 21 971 7% 






We are the world leader in deodorants and skin, with 

important market positions in toothpaste and hair 

products in many countries. Our strategy focuses on 

growing leading brands such as Dove, Lux and Axe, while 

finding new ways to reach consumers and to make our 

brands affordable to those with lower incomes. 

Our personal care business had an exceptional year. We 

achieved a significant double digit rise in operating pro f i t s 

a c ross all regions, volume growth of almost 5% and a 

s t rong improvement in margins. 

Dove, the brand contributing most to the growth of our 

personal care portfolio, had another excellent year. As part 

of our strategy to ‘stretch’ the brand and get closer to 

consumers, many Dove users in North America were 

individually advised of new launches, such as Dove 

Nutrium. In Japan, Dove facial foam became market 

leader in its first year. 

Our hair business enjoyed another healthy year, growing 

by 9%. Consumer insight helped us develop variants that 

meet local needs. For example, in Latin America, where 

we are already market leaders, a formulation of Sedal 

specially designed for local hair types is proving very 

popular among Brazilian consumers. New variants of our 

premium product ThermaSilk and the enduringly popular 

Suave helped us to grow share in North America, taking 

market leadership. 

Deodorants grew in many major markets including North 

America, Latin America and Western Europe, where we 

made particular inroads in the United Kingdom. Dove 

deodorant has been launched in more than 20 countries. 

In India, a campaign to raise awareness of deodorants 

among lower income consumers was led by a miniature 

version of the Rexona stick. 

In oral care, the launch of successful new chewing gums, 

Signal in France and Mentadent Actigum in Italy, showed 

our ability to penetrate new areas and new outlets, such 

as confectioners. 

We are one of the world’s largest producers of prestige 

fragrances, which are sold under the names of Calvin 

Klein, Elizabeth Arden and other designers. Sales of 

fragrance brands grew slightly during 1999. Recent 

Calvin Klein launches have been overshadowed by the 

phenomenal success of the earlier brands. However, our 

Calvin Klein business remains strong and profitable and 

we have announced the launch of a new cosmetics range. 

We will restructure Elizabeth Arden by the end of 2000, 

as part of our plans to create a fast growing international 

cosmetics and fragrance business.



1998 results compared with 1997 


In 1998 our net profits before all exceptional items 

increased by 16% at constant rates of exchange. The net 

profit margin on the same basis exceeded 7% of turnover, 

an all-time high. Our global reach and regional balance 

were significant factors in our performance in 1998. We 

have almost two thirds of our business in Western Europe 

and North America, which helped to maintain momentum 

when developing and emerging markets faltered. 

In We s t e rn Europe, underlying volume growth was flat but 

we had a further strong increase in operating margins. 

Turnover was down slightly due to continued reduction 

in non-core brands and disposals of businesses. In Central 

and Eastern Europe, the Russian economic crisis caused 

a sharp downturn in our business from August onwards. 

We will remain committed to Russia as a long-term 

opportunity, provided free market conditions continue. 

In North America our Foods business achieved underlying 

volume growth of 5%, the highest for several years. 

Volume growth in Home & Personal Care was lower at 

2%. Our profit margins increased significantly in both 

businesses. We completed the integration of our Foods 

businesses in the United States. 

Our businesses in Africa and the Middle East performed 

well. This region is consistently successful despite a volatile 

environment. In 1998 our volume, market share and 

profits again increased in the face of heightened 

international competition. 

The slowdown in economies in Latin America in the 

second half of 1998 meant that we had weaker volume 

growth than in 1997. Our profits still advanced strongly, 

despite higher marketing spend than in the previous year. 

Our performance in Asia and Pacific varied enormously. 

Yet again, our businesses in India produced outstanding 

results with Home & Personal Care being particularly 

successful. In those economies hit by the South East Asia 

crisis, our businesses performed well by shifting rapidly 

from a strategy of high growth to one of protecting 

market share, margins and cash flow. We continue to 

see attractive long-term growth potential in these 

countries, and also in China, where our performance 

in 1998 was disappointing. 

Economies around the world were delicately poised at 

the end of 1998. Looking ahead, it was unclear whether 

they would recover or move further into recession. 

Nevertheless, we believed that the improvement in 

underlying profitability of recent years was sustainable 

and further margin improvement could reasonably be 

expected as restructuring benefits continue to flow. 

We believed many of the challenges and opportunities 

the business experienced in 1998 would continue to be 

faced in 1999. In 1998 we concentrated on building and 

enhancing market shares in key categories and we were 

well placed to benefit from any improvement in general 

trading conditions. 

1998 was a critical year for the European Monetary Union. 

The introduction of the euro proceeded on time on 

1 January 1999. The Netherlands participated; the United 

Kingdom did not. As a consequence the euro will replace 

the Dutch guilder by 2002. As a result we published 

supplementary information in euros in 1999 and will 

replace the guilder with the euro for reporting purposes as 

from year 2000. We began to undertake euro contracts for 

foreign exchange contracts and deposits from January 

1999. We believe it is an important step in the 

development of the single market and will enhance 

competitiveness to the benefit of Europe’s citizens. 

Our turnover of Fl. 89 112 million (at current rates) 

decreased by 6% compared with 1997, which included 

the speciality chemicals businesses. At constant rates of 

exchange, turnover decreased by 2%. 

In our continuing operations, (that is excluding the 

speciality chemicals businesses in 1997), turnover fell by 

2%; at constant rates of exchange turnover increased 

by 2% to Fl. 92 393 million. In our continuing business, 

underlying volume growth was little more than half the 

rate achieved in 1997. Productivity for our continuing 

operations, based on sales per employee, improved by 

6% in 1998. 

Exceptionals and restructuring 

Exceptional items in 1998 produced a net benefit of 

Fl. 276 million in comparison with the charge of 

Fl. 1 800 million in 1997. This Fl. 276 million includes 

restructuring costs of Fl. 585 million mainly focused in 

Europe, and Asia and Pacific which were more than offset 

by profits on business disposals. Our significant projects 

included further restructuring of foods businesses in 

Europe (mainly Austria, France, Germany and Turkey), 

foods operations in India, ice cream and detergents in 

China and tomato products in Brazil. 

The profits on business disposals arose principally from the 

sale of Plant Breeding International in Europe. The cash



impact of these disposals was Fl. 1 460 million, all of 

which we received in 1998. 

Restructuring under our 1998 plan was much lower than 

the Fl. 1 492 million in our 1997 plan, which included the 

acceleration of some projects. 

We focused our 1997 gross restructuring plan, mainly in 

E u rope (Fl. 862 million) and North America (Fl. 533 million). 

Our significant projects included continuing rationalisation 

of foods operations in Europe, merger of our mass 

personal care business in North America and closure of 

our Lipton USA culinary factory. We were satisfied with 

progress in 1998; both the timescale for implementation 

of headcount reduction and the level of savings were 

broadly in line with our original plan. 

Savings from our 1996 restructuring plan, the total gross 

cost of which was Fl. 912 million, were in line with 

original expectations. By the end of 1998, the plan was 

substantially implemented with significant savings and 

headcount reductions already achieved. 

Under United States GAAP, a proportion of these costs 

w e re not recognised until 1999 and a proportion of the 

1997 costs were recognised in 1998 (see pages 106 and 

107). In addition, we charged a further Fl. 307 million 

of non-exceptional restructuring costs to operating profit 

in 1998. 

The movements in restructuring provisions are shown in 

note 18 on page 78 and the cash flows in note 26 on 

page 86. 

Acquisitions and disposals 

During 1998 we made 20 acquisitions. The most 

important were: 

Vegetaline – White fat in France 

Star – Margarine in Italy 

Arua – Margarine in Spain 

Moskovsky Margarinovy Zavod – Margarine in Russia 

AmeriClean – Professional cleaning in the United States 

Huanan Laocai – Soy sauce in China 

Carrancedo – Bakery in Mexico 

At current exchange rates, Fl. 783 million was invested 

in acquisitions, which were expected to add approximately 

Fl. 651 million to sales in a full year. 

In 1998 we disposed of 24 businesses reflecting ongoing 

refocusing of the portfolio and reducing the non-core 

activities. This included PBI, the plant breeding business 

in the UK; Bushells, a coffee business in Australia; 

Puritan, a meat business in Canada; Astra Calve’s seed 

oils business in France; the remaining Cutex nail polish 

remover businesses in various countries, mainly Latin 

America; and Harmony, a hair care brand in the UK. 

At current exchange rates, Fl. 1 460 million was received 

from disposals, with approximately Fl. 678 million of 

sales in a full year. 

Performance review by region and category 

The segmental analysis which follows is based on 

operating results before exceptional items, at constant 

exchange rates, and includes the results of the speciality 

chemicals businesses up to 8 July 1997 but does not take 

account of US GAAP adjustments. Turkey, formerly 

reported under Africa and Middle East region, is reported 

within Europe from 1 January 1998. Figures for previous 

years have been restated on the same basis.



Europe 



Continuing business rates rates rates 

Turnover 41 805 41 477 43 274 (4)% 






In Western Europe our operating profits were ahead of 

1997, with our margins rising by almost 1% of turnover. 

This reflected the benefits of restructuring, our focus on 

corporate categories and further reduction in non-core 

brands. However, our underlying volume was flat due to 

the effect on ice cream of a poor summer in Northern 

Europe. We had lower sales because of the impact of 

business disposals and reduction in non-core brands. 

In Home & Personal Care we had another very good year, 

with strong advances in sales, operating profits and 

margins. In Foods, despite a poor ice cream season, we 

maintained our strong position in the ice cream market. 

Our operating profits improved in tea, frozen foods 

and culinary. Overall margins in Foods were slightly 

ahead of 1997. 

Given the difficult circumstances caused by Russia’s 

economic crisis, our results in Central and Eastern Europe 

were creditable. Sales rose 4% and underlying volumes 

by 5%. Profits overall were slightly ahead of 1997 and 

we maintained operating margins. Growth in Central and 

Eastern Europe was mixed. The Czech business was very 

successful, but Poland was down on the previous year. 

We made good progress in restructuring our business in 

Turkey, which delivered a satisfactory underlying volume 

growth and much improved profitability. In Russia our 

business was far ahead of expectations at the end of 

t h e first half of 1998. This progress was cut short by 

the economic crisis which intensified in August and 

we responded quickly to the new situation. Our overall 

results were well below 1997. 

In Europe as a whole, the net benefit of exceptional items 

in 1998 was Fl. 385 million, compared with a charge of 

Fl. 850 million in 1997. Restructuring costs were focused 

primarily on our Foods business. They were more than 

o ffset by pro f i t sf rom the sale of Plant Bre e d i n g 

I n t e rn a t i o n a l .



North America 




Turnover 18 552 18 287 17 944 2% 

Operating profit 2 077 2 041 911 124% 





Our business continued to benefit from high consumer 

confidence arising from the strength of the United States 

economy. Underlying volume growth was 3% and 

operating profits rose by 14%, after increased investment 

in marketing. In Foods, underlying volume growth was 

5%; Home & Personal Care recorded a 2% growth in 

volumes, with mass market gains balancing lower sales of 

prestige products. Our overall margins improved by over 

1% of turnover, mainly due to reduction in non-core 

brands and savings from restructuring. 

Our home care business, with a slight increase in sales, 

saw good progress in operating profits, which continued 

to benefit from past restructuring. In personal care, we 

had notable growth in hair care, deodorants, mass skin 

products and personal wash. Our prestige business 

recorded lower profits in North America. Calvin Klein 

fragrance sales fell, although demand for the new 

Contradiction range did compensate in part for lower 

sales of cK be and cK one. Elizabeth Arden made progress 

with the launch of Splendor and the favourable 

performance of White Diamonds, and returned to profit, 

although still not at acceptable levels. 

During the year, we completed the merger of Thomas J. 

Lipton and Van den Bergh Foods to form our new Lipton 

food businesses. Exceptional items in 1998 reflect profits 

on minor business disposals: the significant charge d u r i n g 

the previous year related to the merger of the Home & 

Personal Care businesses, completed in 1999. 

Africa and Middle East 




Turnover 4 911 5 276 4 773 11% 

Operating profit 490 551 444 24% 

Operating profit before exceptional items 493 554 454 22% 




Our businesses in this region made good progress in 

operating profits and margins. Underlying volumes grew 

by 7%. We achieved these strong results in an increasingly 

competitive market and against a tough economic and 

political background. 

In South Africa, our profits and margins advanced 

strongly, due to an improved mix of products and good 

cost control. Home care results were particularly good. 

Operations in Côte d’Ivoire again did well, benefiting from 

favourable economic conditions. There were encouraging 

signs of recovery in our Kenyan business, and in Nigeria 

we made good progress in stabilising the business and 

implementing a restructuring programme. Despite no GDP 

growth in the Middle East, our businesses in Saudi Arabia 

and the Gulf increased underlying volumes, and improved 

profits and margins. Egypt did particularly well in tea and 

personal care. Our tea and oil palm estates made a useful 

contribution to the region’s results, mainly reflecting world 

commodity prices. We bought an oil palm estate in Ghana 

to support our core business there.



Asia and Pacific 




Turnover 12 786 16 140 14 026 15% 






The region presented considerable challenges in 1998. 

We made good progress in strengthening our business, 

but our results were hit by the severe economic crisis in 

South East Asia. The currency devaluations in Indonesia, 

Malaysia, the Philippines, South Korea and Thailand 

mean that, at current rates, sales and operating profits 

for the region were down 9% and 10% respectively, 

although we maintained operating margins as a 

percentage of turnover, and already strong market 

positions further improved. In managing the economic 

downturn in South East Asia and handling the effect of 

rapidly devaluing currencies, we determined that our 

ability to make less expensive products to meet the 

needs of consumers with reduced spending power 

was vital. This demanded creativity in the way we 

formulated, packaged and distributed our products. 

Speed in development was also critical. 

Our business in India once again delivered an outstanding 

performance. It achieved this in an economic enviro n m e n t 

that was more difficult than in 1997. Underlying volume 

g rowth rate was more than twice the country’s GDP gro w t h 

rate. Profits rose faster than sales, despite a significant 

i n c rease in marketing spend. There were further market 

s h a re advances in all categories. Personal care pro d u c t s 

w e re particularly successful. Our operations in Pakistan also 

i m p roved in 1998 with strong growth in sales and pro f i t s . 

Tea market shares and profits re c o v e red following a longawaited 

adjustment to the duty regime to address smuggling. 

We had a disappointing business performance in China, 

with lower sales and increased losses. However, we 

maintain a long-term commitment to this region. In 1998 

we made a start on simplifying the legal structure of the 

business and costs reduced. Sales in Japan were adversely 

affected by economic conditions in the country. We have 

made further good progress in Vietnam. 

In Australia, our results were lower than 1997, partly due 

to the disposal of coffee operations.



Latin America 




Turnover 11 058 11 213 10 583 6% 


Operating profit before exceptional items 1 168 1 192 967 23% 




Economies in the region started to falter around mid-year. 

This reduced consumption in many markets, particularly 

in the south, and slowed underlying volume growth. 

Nevertheless, the region again performed well. Profits and 

margins moved ahead strongly, most notably in personal 

care. A continuing strategy of focusing on key categories 

and countries was critical to our success here, which was 

underpinned by greater cost effectiveness and efficiency 

in the business operations. We increased marketing 

investment, improving market shares in important 

categories. 

In Brazil, our largest business in the region, ice cream and 

personal care products led a significant profit advance. 

Kibon, the ice cream company purchased towards the end 

of 1997, made an important contribution to profits and 

made us market leader in the region. In Foods, an 

important restructuring programme began to improve 

margins, whilst in laundry, higher investment in marketing 

reduced profits but increased market share. Chile and 

Colombia showed good sales growth and, together with 

Argentina, advanced profits strongly. We made continued 

progress in Mexico, where changes to our portfolio 

increased the focus on core operations. We made 

significant advances in profits, and underlying volumes 

grew with personal care performing particularly well. 

Oil and dairy based foods and bakery 




Turnover 16 952 17 196 17 687 (3)% 






Globally, turnover in this product area was down slightly, 

mainly due to business disposals, with underlying volume 

staying flat. However, in North America we increased our 

margarine market share via innovative products such as 

Brummel & Brown, a new low-fat yoghurt-based 

spread. We also made share gains in Western Europe, 

where the initial roll-out of Bertolli, an olive oil-based 

range, was successful. We have well-established 

health-focused brands, such as Flora and Becel, which 

remained strong. 

Through much of Central and Eastern Europe, our sales 

of margarine continued at the same levels as in 1997, 

despite regional economic difficulties. In Russia, however, 

we started the year extremely positively but sales fell 

sharply after the economic crisis intensified in August. In 

olive oil, Italy and France did well, but Spain experienced 

another difficult year due to the competitive market place. 

In bakery, to achieve greater focus in Europe, we 

integrated three businesses. Speciality products, such as 

Maison du Pain, are proving increasingly successful.



Ice cream and beverages 




Turnover 14 593 14 987 14 198 6% 






Overall, underlying volume growth was flat in this product 

area. The progress we made in North America and Latin 

America was offset by Europe, following the effect of the 

poor summer on ice cream sales. Profits were also flat. 

Ice cream turnover rose by 4% in 1998. This is explained 

partly by price increases, due to higher raw material costs 

in North America, and to the acquisition of Kibon in 

Brazil. Our profits were lower, mainly in Europe. We had 

a good year in North America, where innovation and 

increased marketing investment helped regain our 

leadership of take-home packaged ice cream and maintain 

our lead in the impulse-buy ice cream sector. In Northern 

Europe, the poor summer hit our sales and profits, 

emphasising the need for us to encourage people to eat 

ice cream all year round. We rolled-out Winner Taco, an 

any-time ice cream snack, throughout Western Europe. 

Our focus continued on developing global brands, 

including new variants of the Magnum brand. We 

launched a global logo for ice cream, the heart-shaped 

‘happiness’ design, as part of our strategy of increasing 

brand awareness among consumers around the world. 

The European Commission’s investigation into ice cream 

marketing in Ireland culminated in its decision declaring 

the practice of cabinet exclusivity contrary to Articles 85 

and 86 of the Treaty of Rome, at least in the specific 

context of the Irish market. This decision was 

subsequently suspended by the European Court and we 

are vigorously appealing it. Since the end of 1998, we 

have amended distribution agreements in the United 

Kingdom to accommodate observations made by the 

Monopolies and Mergers Commission. 

In beverages, our business continued to develop a global 

tea portfolio and achieved a 4% rise in underlying volume 

growth, mainly in Latin America, Europe, and Africa and 

Middle East. Our overall margins also improved. In the 

United Kingdom, we completed the roll-out of PG Tips 

Pyramid tea bags, increasing market share. We also 

achieved strong growth in new markets, particularly in 

Egypt and Poland. Fruit-flavoured teas, relaunched as 

Lipton Sun Tea, continued to grow and we have now 

introduced them in 18 countries. In ready-to-drink tea, 

Lipton Brisk iced tea increased our market lead in North 

America and, in Southern Europe, the very hot summer 

helped increase our sales. Conversely, in Northern Europe 

the bad weather held back growth.



Culinary and frozen foods 




Turnover 14 840 14 885 15 331 (3)% 






Our underlying volume growth was higher than 1997, 

principally in culinary which grew by 4%. Operating 

profits and margins improved significantly and we had 

notable gains in Europe and North America. Overall, our 

turnover declined by 3% largely due to disposals of 

businesses in Germany and the United Kingdom. 

In culinary, we had a good year with pasta sauces in 

North America, reflecting the continued success of our 

expanding Five Brothers and Ragú Cheese Creations! 

ranges. Tailoring mayonnaise to national or regional taste 

continued to prove successful. In France, Mayonnaise 

Gourmande sold well, with a place in the dairy cabinet 

reinforcing associations of freshness. In Italy, we 

relaunched Calvé yoghurt-based mayonnaise which 

proved particularly successful and has extended our 

market-leadership. Strong innovation enhanced the 

business’s stock and bouillon range. We launched a new 

liquid bouillon in Scandinavia under the Touch of Taste 

brand which was a particular success. In Latin America, 

restructuring of culinary operations continued and 

profits improved. 

In frozen foods, our overall volume was marginally below 

1997, due to our continued portfolio rationalisation. 

H o w e v e r, profits were higher in We s t e rn Europe, particularly 

in the United Kingdom. In 1998, we successfully continued 

the development of individual products for local markets. 

Home care and professional cleaning 




Turnover 19 422 20 228 19 350 5% 






Our home care and professional cleaning business made 

good progress overall, particularly in Western Europe and 

North America. We had both a better product mix and 

increased efficiencies meaning operating margins again 

rose, even after further marketing investment. 

Our laundry business achieved increases in both turnover 

and profits. In Europe, the convenience and quality of our 

new laundry tablets, backed by a substantial marketing 

programme, swiftly established our leadership in the 

European laundry tablets market. We also advanced our 

laundry market share in almost all developing and 

emerging markets. Household care maintained a trackrecord 

for labour-saving innovation with Domestos Active 

Toilet Gel, which we launched successfully in five 

European countries. We had other launches around the 

world, including Sunlight machine dish wash tablets in 

the United States and Cif/Jif extensions in Latin America 

and Europe. 

DiverseyLever‘s second full trading year since we merged 

Lever Industrial International with Diversey was somewhat 

disappointing with underlying volume flat in 1998. We 

had reasonable results in Southern Europe, the United 

Kingdom and North America, but we experienced 

difficulties in other parts of Western Europe and the Far 

East. In May 1998, we bought Michigan-based cleaning 

and hygiene business AmeriClean Systems, which became 

part of DiverseyLever.



Personal car e 




Turnover 21 971 23 617 21 802 8% 






Our personal care business had another excellent year, 

with strong underlying volume growth across most 

categories and regions. After we increased investment 

in marketing, we made very good progress in profits 

and margins. Our results were especially encouraging 

in Western Europe and Latin America. 

Personal wash did very well, assisted by the development 

of Dove. The Dove brand, which we originally launched 

as a personal wash bar, has now been extended into 

body-wash liquid and, in some countries, facial foam, 

body lotion and deodorants. Our new product launches 

were key to the significant growth in our skin care 

businesses in North America and Latin America. 

In hair care, our business advanced through innovation, 

such as the successful development and launch of the 

ThermaSilk range in the United States. 

We had varying success with oral care. In India, we gained 

market share with Pepsodent toothpaste, but in the 

United States, our sales of Mentadent toothpaste were hit 

by intense competition, although the brand’s toothbrushes 

continued to gain ground. 

We had another outstanding year in deodorants, 

particularly in North America and Europe, which both 

increased our market share. 

Our prestige business had a mixed year. Results were good 

in Europe but were hit by difficult trading conditions in 

North America. Elizabeth Arden re t u rned to pro f i t , 

although not yet at acceptable levels. Calvin Klein 

fragrance sales were flat, as consumer enthusiasm for the 

new C o n t r a d i c t i o n range was offset by reduced demand 

for cK p ro d u c t s . 

Plantations, plant science & trading operations 

Following our disposal of Univanich Thailand, Plant 

Breeding International and the Sulmac flower businesses, 

the remaining Plantations and Trading Operations were 

reclassified as ‘Other Operations’ in 1999.

Financial review 

The figures quoted in this review are in guilders, at current 

rates of exchange, unless otherwise stated. The profit and 

loss and cash flow information is translated at average 

rates of exchange for the relevant year and the balance 

sheet information at year-end rates of exchange. 

Results - 1999 

Turnover for the Group was 1% higher at 

Fl. 90 296 million. Underlying volume growth of 1% 

was partly offset by the slight strengthening of the 

guilder against the basket of Unilever currencies. 

Operating profit befor e exceptional items increased 

by 7%, reflecting a further strengthening in underlying 

margin of 0.6 percentage points of turnover to 11.2%. 

Operating profit , however, fell by 2% after taking 

exceptional charges of Fl. 594 million, compared to 

net gains in 1998 of Fl. 276 million which included the 

profit on the disposal of Plant Breeding International, 

Cambridge, UK. The 1999 charge included Fl. 512 million 

for restructuring. Under US GAAP, the operating profit 

from continuing operations before and after exceptional 

items increased by approximately 6% and 2% respectively, 

reflecting different treatment of restructuring costs and 

goodwill (see pages 106 and 107). 

Income from fixed investments increased to 

Fl. 114 million (1998: Fl. 82 million), reflecting improved 

performance in our joint ventures in the US and Portugal, 

and the profit on a number of small disposals. 

Net interest costs were Fl. 30 million, compared with an 

interest income in 1998 of Fl. 344 million. The swing is 

due to a Fl. 11.2 billion reduction in net funds during the 

year, following payment of Fl. 13 billion for the cash 

element of the special dividend in June 1999. Net interest 

cover for the year was more than 300 times, and over 30 

times for the second half year. 

The Group’s effective tax rate reduced to 32% compared 

with 33% in 1998, mainly reflecting prior year tax credits. 

Minority interests increased to Fl. 443 million (1998: 

F l . 3 1 8 million) as a result of continued strong performance 

in India, and a return to profitability in Nigeria. 

Net profit after exceptional items fell by 6% (2% under 

US GAAP, see pages 106 and 107) as a result of the 

negative swing in exceptional items, and the impact on 

net interest of the special dividend. Combined earnings 

per shar e was unchanged at Fl. 5.80, as the reduction in 

net income was offset by the reduction in the number of 

shares following the share consolidation. Combined 

earnings per shar e befor e exceptional items rose 

by 9%. 

Retur n on capital employed increased to 22% from 

16% in 1998. This improvement is due to the more 

efficient capital structure resulting from the payment 

of the special dividend. 

The payment of the special dividend has been responsible 

for a reduction of the Weighted Average Cost of Capital 

(WACC) of some 0.5%. WACC is calculated as the real 

cost of equity multiplied by the market capitalisation, plus 

the real after taxation interest cost of debt multiplied by 

the market value of the net debt, divided by the sum of 

the market values of debt and equity. 

Results - 1998 

Turnover for the Group at Fl. 89 112 million decreased 

by 6% compared with 1997 which included the speciality 

chemicals businesses disposed of during the year. In the 

continuing operations (ie excluding the speciality 

chemicals businesses in 1997), turnover fell by 2%, and 

underlying volume growth of almost 2% was little more 

than half the rate achieved in 1997. Productivity for the 

continuing operations, based on sales per employee, 

improved by 6% in 1998. 

Operating profit before exceptional items for the 

Group decreased by 7% in 1998 to Fl. 9 442 million. 

However, for the continuing operations this represented 

an increase of 7%. This increase reflected mainly a 

significant improvement in margins in both North America 

and Latin America. 

Operating profit in the continuing operations increased 

by 28% to Fl. 9 718 million. Exceptional items in 1998 

produced a net benefit of Fl. 276 million in comparison 

with a charge of Fl. 1 800 million in 1997. This 

F l . 2 7 6 million includes restructuring costs of Fl. 585 million 

mainly focused in Europe and Asia Pacific which were 

more than offset by profits on business disposals which 

arose principally on the disposal of Plant Breeding 

International in Europe. Under US GAAP the increase in 

operating profit from continuing operations before and 

after exceptional items would have been approximately 

5% and 30% respectively, reflecting different treatment 

of restructuring cost, goodwill and profits on sale of the 

specialty chemicals businesses (see pages 106 and 107). 

Income from fixed investments in 1998 of Fl. 8 2 m i l l i o n 

was in line with last year (1997: Fl. 85 million).


Net interest income was Fl. 334 million compared to an 

interest cost in 1997 of Fl. 230 million. Average net funds 

for the year at constant rates were Fl. 11.0 billion. 

The Group’s effective tax rate reduced to 33% compared 

to 35% in 1997 when the impact of the disposal of the 

speciality chemicals businesses is excluded. The reduction 

is mainly due to one-off items and the benefit of prior 

year tax credits. 

Minority interests of Fl. 318 million were in line with 

1997 with higher profits in India offset by increased losses 

in China, and the impact in 1997 of the minority interests’ 

share in the profit on disposal of the speciality chemicals 

businesses. 

Net profit after exceptional items decreased by 41% 

to Fl. 6 488 million (47% to Fl. 5 605 million under 

US GAAP, pages 106 and 107). Excluding the profit on 

the sale of the speciality chemicals businesses and loss 

on the disposal of fixed assets in 1997, net profit 

increased by 41%. The Fl. 2 076 million positive swing 

in operating exceptional items referred to previously made 

a significant contribution to this improvement; excluding 

exceptional items, net income was 13% ahead of 1997 

( a p p ro x i m a t e l y11% under US GAAP). Earnings per 

shar e decreased by 41% from Fl. 9.78 to Fl. 5.80 due to 

the speciality chemicals businesses disposal profit in 1997. 

Return on capital employed , before the impact of the 

special dividend (see below), decreased to 16% from 28% 

in 1997, entirely due to the impact of the profit on sale 

of speciality chemicals businesses in 1997. Average capital 

employed excludes goodwill on acquisitions made before 

1998, which are eliminated in reserves. As the special 

dividend is accounted for on 31 December 1998, its 

impact on average capital employed and the related 

return on capital employed is not material in 1998. In a 

full year the impact of the special dividend would increase 

return on capital employed to approximately 24%. 

Dividends and market capitalisation 

Ordinary dividends paid and proposed on the NV 

ordinary capital amount to Fl. 2.79 per Fl. 1.12 share 

(1998: Fl. 2.51 per Fl. 1 share), an increase of 11% per 

share. The ratio of dividends to profit attributable to 

ordinary shareholders increased to 45.2% (1998: 42.1%). 

Profit of the year retained was Fl. 3 319 million (1998: 

Fl. 3 746 million before the special dividend). 

U n i l e v e r ’s combined m a r k e t c a p i t a l i s a t i o n at 31 D e c e m b e r 

1999 was Fl. 116.1 billion (1998: Fl. 1 7 1 . 3 b i l l i o n ) . 

Balance sheet 

The weakening of the guilder against the basket of 

Unilever currencies between the two balance sheet dates 

resulted in a Fl. 774 million gain on retranslation of net 

assets. Profit retained, after accounting for dividends, 

currency retranslation of opening balances and of 

movements, and goodwill adjustments on the disposal 

of businesses previously acquired, increased by 

Fl. 4 239 million to Fl. 14 420 million. Total capital 

and reserves increased to Fl. 17 105 million (1998: 

Fl. 10 464 million). The issue of new 10 cents NV 

p re f e rence shares, to NV shareholders who opted to take 

the special dividend in this form, contributed Fl. 3 045 m i l l i o n . 

Cash flow 

Cash flow from operations increased by Fl. 2 512 million 

to Fl. 12 460 million on the strength of lower working 

capital outflows and improved results (before acquisitions 

and disposals). 

Capital expenditur e was in line with last year; financial 

investments increased somewhat as a result of additional 

share purchases to meet employee share option plans. 

During the year 27 businesses were acquired for a cash 

consideration of Fl. 1 064 million and 23 businesses 

were disposed for cash proceeds of Fl. 270 million. In 

December 1999 Unilever agreed to purchase the French 

foods business Amora Maille for Fl. 1 540 million; this 

acquisition is expected to be completed in the first half 

of 2000. 

Net funds at the end of the year were Fl. 1 508 million, 

Fl. 11 227 million lower than at the end of 1998 with the 

decrease reflecting the Fl. 13 billion cash payment in 

respect of the special dividend. Gearing remained zero 

at the end of 1999. 

Finance and liquidity 

During 1999 Unilever paid a special dividend of some 

F l . 1 6 billion to ordinary shareholders, of which appro x i m a t e l y 

Fl. 3 billion was taken up by NV shareholders in the form 

of pre f e rence shares. After payment of the special dividend 

the balance sheet remains very strong, and Unilever re t a i n s 

its capability to raise funds in all major global debt markets 

at the lowest costs available to corporate borro w e r s . 

Group policy is to finance operating subsidiaries through 

the mix of retained earnings, third party borrowings and 

loans from parent and Group financing companies that 

is most appropriate for the particular country and 

business concerned.


Total borrowings at the end of 1999 totalled 

Fl. 10 553 million (1998: Fl. 10 146 million). More than 

one third of Unilever’s total borrowings are in euros, 

approximately one third in US dollars and the remainder 

spread over a large number of other currencies. 

Long-term debt fell by Fl. 939 million to Fl. 4 084 million. 

Debt totalling Fl. 1 464 million was reclassified to shortterm 

at the year end and there were no significant new 

long-term borrowings. The maturity profile is spread over 

an eight year period to 2007. Some 85% of the long-term 

debt was repayable within five years at the end of 1999 

(1998: 60%). 

Unilever has commercial paper programmes in place in the 

United States and Europe for short-term finance purposes. 

In addition, operating subsidiaries fund part of their dayto-day 

needs through local bank borrowings. At the end 

of 1999 short-term borrowings were Fl. 6 469 million 

(1998: Fl. 5 123 million). 

Cash and current investments at the end of 1999 totalled 

Fl. 12 061 million (1998: Fl. 22 881 million); these funds 

a re held in euros (52%), US dollars (17%), sterling (12%) 

and other currencies (19%). The funds are mainly invested 

in short-term bank deposits and high-grade marketable 

securities. 

Assets held in foreign currencies are, to a considerable 

extent, financed by borrowings in the same currencies. 

Consequently, at the end of 1999 some 51% (1998: 57% 

before accounting for the special dividend) of Unilever’s 

total capital and reserves were denominated in the 

currencies of the two parent companies, euro and sterling. 

From an earnings perspective, some 43% of Unilever’s 

1999 net income was denominated in the euro, 14% in 

sterling and 15% in the US dollar. 

Treasury and hedging policies 

Unilever’s Treasury aims to be excellent in meeting the 

business requirements for finance and financial services, 

with its prime objective being to minimise the cost of debt 

and maintain Unilever’s financial strength. The Group 

Treasury function is governed by financial policies and 

plans agreed by the directors, and operates as a cost 

centre. In addition to policies, guidelines and exposure 

limits, a system of authorities and extensive independent 

reporting covers all major areas of activity. 

Performance is monitored closely. Independent reviews are 

undertaken by the corporate internal audit function. 

Unilever has an interest rate management policy aimed 

at optimising net interest and reducing volatility. This is 

achieved by modifying the underlying interest rate 

exposure of debt and cash positions through the use of 

straightforward derivative instruments. The proportion of 

fixed rate cash and fixed rate debt was reduced in 1999 in 

line with changes in the recommended fixing levels within 

this policy. 

Under the Group’s foreign exchange policy, trading and 

financial exposures are generally hedged, mainly through 

the use of forward foreign exchange contracts. Some 

flexibility is permitted within overall exposure limits. 

Managing market risks 

The Group is exposed to a variety of market risks, 

including the effects of changes in foreign currency 

exchange rates, interest rates and credit spreads. In the 

normal course of business, the Group also faces risks that 

are either non-financial or non-quantifiable, eg country 

and counterparty risk. 

Counterparty exposures are minimised by restricting 

dealing counterparties to a limited number of financial 

institutions that have secure credit ratings, by working 

within agreed counterparty limits and by setting limits on 

the maturity of investments. Counterparty credit ratings 

are closely monitored and concentration of credit risk with 

any single counterparty is avoided. 

The Group uses straightforward derivative financial 

instruments, eg interest rate swaps, forward rate 

agreements and forward exchange contracts, to manage 

the market risks associated with the underlying assets, 

liabilities and anticipated transactions. The Group uses 

these derivative financial instruments to reduce risk by 

creating offsetting market exposures. The use of leveraged 

instruments is not permitted. 

The following discussion about our risk-management 

activities includes ‘forward-looking’ statements that 

involve risk and uncertainties. Our actual results could 

differ materially from those projected.


The analysis below presents the sensitivity of our fair 

value of the financial and derivative instruments our 

Group held at 31 December 1999, to the hypothetical 

changes described below. 

Interest rate risk 

The fair value of our debt, investments and related 

hedging instruments is affected by movements in 

interest rates. The analysis shows the sensitivity of the 

fair value of interest rate sensitive instruments to a 

hypothetical 10% change in the interest rates across 

all maturities as at 31 December 1999. 

Foreign exchange rate risk 

The fair value of our debt, investments and hedging 

instruments, denominated in currencies other than the 

functional currency of the entities holding them, are 

subject to exchange rate movements. The analysis shows 

the sensitivity of these fair values to a hypothetical 10% 

change in foreign exchange rates as at 31 December 1999. 

000000051111 

Sensitivity to a hypothetical 

10% adverse movement in 

rates as at 31 December 

(Fl. million) 

000000051111 

1999 1998 

000000 05111 

Interest rate risk 9 44 

Foreign exchange rate risk 35 31 

Further details on derivatives, foreign exchange exposures 

and other related information on financial instruments are 

given in note 29 on pages 88 to 90. 

Commodities contracts 

Some of our businesses, principally edible fats companies 

in Europe, may use forward contracts in a number of oils 

to hedge future requirements. We purchase forward 

contracts in bean, rape, sunflower, palm, coconut and 

p a l m k e rnel oils, almost always for physical delivery. 

Wemay also use futures contracts to hedge future price 

movements; however, the amounts are not material. 

The total value of open futures contracts at the end of 

1999 was not material. 

In addition, our plantations’ businesses may use forward 

contracts for physical delivery of palm oil and tea under 

strictly controlled policies and exposure limits. We did 

not have any outstanding futures contracts at the end 

of 1999. 

Impact of price changes 

Information concerning the impact of price changes 

is restricted to tangible fixed assets and depreciation. 

See note 9 on page 74. 

Total shareholder return 

Total Shareholder Return (TSR) is a concept used to 

compare the performance of different companies’ stocks 

and shares over time. It combines share price appreciation 

and dividends paid to show the total return to the 

shareholder. The absolute size of the TSR will vary with 

stock markets, but the relative position is a reflection of 

the market perception of overall performance. 

The Company calculates the TSR over a three-year rolling 

period. This period is sensitive enough to reflect changes 

but long enough to smooth out short-term volatility. The 

return is expressed in US dollars, based on the equivalent 

US dollar share price for NV and PLC. US dollars were 

chosen to facilitate comparison with companies in 

Unilever’s chosen reference group. 

Unilever has set itself a TSR target in the top third of a 

reference group of 21 international consumer goods 

companies. Together, these give a fair reflection of its 

category and regional spread. 

Our objective of delivering a total return to shareholders 

in the top third over a three year period was again 

achieved. However, in 1999 share prices in our sector 

as awhole suffered as investor interest focused on high 

technology and internet stocks and there was an even 

sharper decline in the Unilever share price during the 

fourth quarter. Consequently we would be below the 

benchmark if it were measured over a single year.

Operating review 

Year 2000 

We had no Y2K -related issues of any significance during 

the millennium change. Our Y2 K teams tested critical 

systems throughout the millennium weekend and 

confirmed within 48 hours that all our business systems 

around the world were operating normally. 

The seamless way our people worked together 

emphasised the strength and coherence of Unilever’s 

global organisation. All aspects of our three-year Y2K 

preparation programme were completed on schedule. 

This included checking and, where necessary, upgrading 

100 000 internal systems, verifying the millennium 

readiness of almost 100 000 business partners and 

infrastructure providers, and preparing detailed 

contingency plans to protect against possible failures. 

Unilever’s spend for the Y 2K programme amounted to 

Fl. 670 million. This included all external costs, associated 

depreciation on capital expenditure, and directly related 

internal costs from 1996 to the completion of the 

programme. 

Technology and innovation 

The popularity of iced tea continues to grow. Until now, 

the main way to make it has been to boil water and then 

allow it to cool. In 1999, our scientists found a way to 

make the key elements of tea more soluble, allowing it 

to be brewed with cold water straight from the tap. The 

result was Lipton Cold Brew tea bags – a breakthrough 

that saves the consumer time and effort when preparing 

iced tea. 

To develop Dove Nutrium skin nourishing body wash 

we combined our expert knowledge of the chemistry 

of product development and the physiology of skin. 

The product is sold in an innovative twin-chamber bottle 

which dispenses the cleansing and nourishing elements 

separately, improving the deposition of nutrients to 

the skin. 

These two examples demonstrate the way we combine 

world-class technology with deep consumer insight to 

produce revolutionary new products that make a real 

difference to people’s daily lives and set the agenda 

for our competitors. 

Based in six laboratories and over 70 innovation centres 

around the world, our technology and innovation 

capability is focused entirely on our business goals. 

In Brazil, for example, the São Paulo innovation centre 

worked with our European laboratories to reformulate 

Omo. An ingredient was identified and added, making 

this popular laundry brand more effective at removing oily 

stains. This helped retain our leading market position and 

attracted new consumers to the brand. 

Technology is also used to reduce supply chain costs and 

enhance performance. In India, ice cream distribution 

costs were halved through a number of improvements, 

including the development of insulated boxes for carriage 

in hire trucks. These removed the need for dedicated 

vehicle fleets which stay idle out of season. 

In 1999, we invested further in extending the reach of 

our international laboratories. For example, we expanded 

the key technology teams in our new Indian facility in 

Bangalore, completed a new Home & Personal Care 

laboratory in China and began upgrading our food 

science and nutrition facilities in Vlaardingen, in 

the Netherlands. 

Collaboration with external agencies is an integral part 

of our research. In 1999, work started on the Unilever 

Centre, a UK research facility which we are building in 

partnership with the University of Cambridge. The Centre 

is due to open in 2000. 

In 1999 Unilever spent Fl. 2 060 million on technology 

and innovation: 2.3% of our turnover. We filed 466 

patent applications, an increase of more than a third 

on last year. 

Information technology 

Hollywood hairstyle secrets were shared with our 

consumers via the internet, courtesy of a ground-breaking 

Unilever promotion. 

Our Salon Selectives brand sponsored part of the hair and 

beauty section of the America Online (AOL) Oscars night 

web site. Tens of thousands of people logged on and 

chose to register their details in a bid to win a Hollywoodstyle 

beauty makeover. The result: consumers felt Salon 

Selectives could relate to, and meet, their hair care needs, 

the brand profile was raised and our online marketing 

database was boosted significantly. 

This initiative, co-ordinated by our New York Interactive 

Brand Centre, is a prime example of how we are using 

internet technology to get closer to consumers. In 2000 

we announced a joint venture with iVillage, the leading 

American online women’s site, to create an interactive 

personal care business. We announced a similar 

partnership with Wowgo, the new European online 

company for teenage girls.


In 1999, we doubled our spending on online advertising. 

Integral to this expansion has been the development of 

our marketing alliances with leading internet companies 

AOL and Microsoft and the forging of a similar 

relationship with broad band internet provider 

Excite@Home. 

Unilever has established a global reach of internet 

expertise, with interactive brand centres in key locations 

around the world. One of our first steps to developing 

direct internet channels enabled American consumers to 

buy Unipath’s new fertility monitors online as well as 

through conventional retailers. The internet proves a 

perfect channel for selling items such as these which 

require detailed product information. 

We are increasingly using IT to support customer – as well 

as consumer – relationships. During the year, we laid the 

ground for internet-enabled sales with our customers by 

conducting web-based tests with a limited number of 

retailers. In the UK, we worked with leading retailer Tesco 

to develop a shared information resource which will 

support effective promotion via the more efficient transfer 

of up to the minute information. By 2001 we expect to be 

working collaboratively via the internet with some of our 

major customers. 

The internet is also a powerful tool for exploiting our 

scale in purchasing. In 2000, we announced that we 

would be working with Ariba, a leading business-tobusiness 

e-commerce system provider, to build a global 

online procurement platform. By 2001, we aim to use 

e-commerce and web-enabled systems for a significant 

part of our purchasing spend – saving time and money. 

All our computer hardware is already bought via the 

internet and intranet and we have successfully piloted 

the purchase of packaging supplies and ingredients 

using ‘electronic auctions’. 

Leveraging Unilever’s knowledge and making it easily 

accessible to our people is the great challenge. Our 

extensive IT networks are now making this possible. 

Environmental responsibility 

Unilever’s Viso factory in Vietnam produces detergent 

powders and shampoos for this important market in 

South East Asia. Since 1996, it has reduced rates of water 

pollution loading by 84%, emissions by 70% and energy 

use by 46%. This is just one example of our dedication to 

the responsible environmental management we see as an 

integral part of our business processes. 

Environmental management We have completed 

environmental audits at 90% of our factories and will 

have audited all sites by the end of 2000. Progress 

continues on certifying operations to the international 

environmental management system standard ISO 14001. 

To date we have 44 certified factories. 

Eco-efficiency We are reducing our impact on the 

environment by making energy and raw material use 

more efficient and systematically cutting factory waste. 

Since 1996, our Tortuguitas personal products factory 

in Buenos Aires has cut pollution loading by 65%, waste 

by 45% and energy use by 25%. In Ghana, the national 

Environmental Protection Agency recognised Unilever 

Ghana as the leader in environmental management 

practices in the manufacturing industry. 

Unilever is working to ensure packaging does its job with 

minimum environmental impact. Our European ice cream 

operations are exceeding waste reduction demands with 

lighter weight ice cream wrappers, and by using more 

recycled materials and reduced-weight secondary 

packaging. 

We are helping consumers to optimise product use. 

For instance, laundry tablets, which we have launched 

in Chile, Argentina and many countries in Europe, enable 

exact dosing which has reduced the average weight of 

detergent per wash. 

Sustainability The Marine Stewardship Council, now a 

fully independent non-profit organisation, will launch the 

first products from certified, sustainable fisheries in 2000. 

In 1999, we completed a screening programme of our 

fishery suppliers and continue to progress towards 

sourcing all fish from sustainable fisheries by 2005. 

Clean water is essential for the consumption of Unilever 

products. We support more than 20 water stewardship 

projects: in the Philippines we received the 1999 Mother 

Nature Award from the Pollution Control Association 

for our factory water treatment and contribution to 

remediation of the Pasig River. In the UK, we are backing 

SWIM (Sustainable Water – Integrated Catchment 

Management), an inclusive, multi-disciplinary approach 

to improving access to and management of water 

resources. During 1999 we made preparations to take 

a leading role at the spring 2000 World Water Forum 

in the Netherlands. 

As part of our sustainable agriculture initiative, Brooke 

Bond Tea estates in Kericho, Kenya, have been working 

with farmers, environmentalists and agronomists to test


sustainability indicators in tea production. Similar pilots 

are under way in palm oil, spinach, peas and tomatoes 

in eight other countries. 

Unilever’s commitment to sustainability was recognised 

in 1999 with our inclusion in the Dow Jones Sustainability 

Group Index. This index uses a systematic methodology to 

identify companies that lead the way in taking a strategic 

approach towards sustainable business development. 

Responsible corporate behaviour 

Unilever is committed to the highest standards of 

corporate behaviour towards its employees, consumers 

and the societies in which we operate. 

This commitment is at the heart of the Unilever 

Corporate Purpose, and is reflected in the Company’s 

Code of Business Principles. This code sets the framework 

for worldwide operational standards, covering issues 

such as employee health and safety, product quality 

and environmental impact. All Company chairmen are 

required to give positive assurance that these policies 

and principles are adhered to, and compliance is audited 

on a regular basis. 

To succeed as a ‘multi-local multinational’, it is essential 

that Unilever’s operating companies stay close to 

and understand evolving consumer needs and values. 

Unilever’s long-term commitment means that not only are 

our branded products and services instrumental in raising 

living standards, but our policies of developing employees 

and business partners also contribute to economic 

development locally. 

As well as pursuing high standards in our business 

practices, we also recognise Unilever’s responsibility to 

wider society. We are committed to working directly and 

in partnership with public authorities and a range of 

different organisations to address important social, 

economic and environmental challenges. Around the 

world Unilever companies are active in projects that 

contribute to sustainable development and in initiatives 

to raise standards of education and health both among 

employees and in local communities. 

In 1999 our companies spent around Fl. 85 million on 

community involvement and almost Fl. 10 million w a s 

contributed to disaster relief projects in countries as far 

apart as Turkey, Taiwan and Colombia. 

How companies interact with society is attracting 

increasing attention. We believe corporate social 

responsibility should be managed as professionally as any 

other business discipline. In the year 2000, several 

Unilever companies in different parts of the world are 

testing a framework to evaluate our performance in this 

area. The outcome of the project will help us to develop 

a consistent Unilever approach to managing corporate 

social responsibility in diverse cultures. It will also enable 

us to share good practice which will strengthen our local 

contribution around the world. 

Conducting our business with respect for the communities 

where we operate is not only responsible corporate 

behaviour, it also makes good business sense. We will 

continue to strive to meet the highest standards and 

to enhance Unilever’s reputation as a company that 

recognises its wider corporate responsibilities. 

Competition 

We have a wide and diverse set of competitors in our 

consumer goods businesses. Many of our competitors 

also operate on an international scale, but others have 

a narrower regional or local focus. 

Competition is intense and challenging. We aim to 

c o m p e t e and give value to our consumers and customers 

i n t h ree ways: 

• 

• 

• 

by continually developing new and improved products; 

by sharing our innovations and concepts with our 

businesses all around the world; and 

by striving to lower the cost of our sourcing, 

manufacturing and distribution processes whilst still 

maintaining, and improving, the quality of our 

products. 

We support efforts to create a more open competitive 

environment through the liberalisation of international 

trade. We also support the fuller implementation of the 

Single European Market and inclusion of other European 

countries in the European Union. 

Exports 

We sell our products in nearly all countries throughout 

the world and manufacture in many of them. Inside the 

European Union we make many of our products in only 

a few countries, for sale in all of them. 

We also export a wide range of products to countries 

where we do not make them. We often use this export 

trade to develop new markets before building local 

manufacturing facilities, usually through our facilities 

in neighbouring countries.


People 

year end in thousands 95 96 97 98 99 

Europe 102 101 84 82 76 

North America 27 31 23 23 22 

Africa &Middle East 72 64 58 57 48 

Asia &Pacific 76 78 74 72 71 

Latin America 30 30 30 31 29 

Included in the table above are 50 000 people employed 

in our plantations businesses worldwide. The average 

number of employees during the year is shown in note 3 

on page 72. 

A brand manager at Elida Fabergé UK was one of 400 

graduate recruits from all over the world who went out to 

meet consumers in their own homes. Such training aims 

to bring our employees even closer to consumers and 

provide insights that will help us build powerful, relevant 

brands and channels. 

The initiative is part of Unilever’s Foundation programme, 

co-ordinated by our Marketing Academy, which was 

established in 1999 to further develop the skills of our 

marketers and to foster a spirit of enterprise. Similar 

academies are at work in other parts of our business. 

In 1999 we also introduced career ‘road maps’ for 

young managers. These help people to plan, and take 

more control of, their career development. They assist 

individuals to build experience and expertise in a logical 

sequence. 

Growth is driven by leaders with certain characteristics, 

such as the relentless passion for winning. To assess 

and improve individual strengths, we have developed a 

‘Leadership Profile for Accelerated Growth’ for our senior 

managers. To help them reach peak potential, they have 

been given their own personal development coaches and 

are being challenged to set themselves tougher targets 

directly linked to delivering superior performance. 

To position the business behind our strategy for growth, 

in 2000 we will be making changes to the organisation 

and to the way we reward people. These changes 

will reinforce 1999 initiatives that aligned reward 

more closely to both Company performance and to 

developing the capability of the organisation to sustain 

strong growth. 

The initiatives announced in February 2000 to accelerate 

top line growth and margin improvement are likely to lead 

to a reduction of around 25 000 jobs over the next five 

years. These are necessary for the long-term health of the 

Company; we will, however, take the utmost care to 

implement these changes in close consultation to 

minimise the personal impact. 

Related party transactions 

Transactions with related parties are conducted in 

accordance with the pricing policies described on 

page 65 and consist primarily of sales to joint 

ventures.The amounts involved are not material 

to the turnover or profits of the Group. 

Intellectual property 

We have a number of patents, and we conduct some 

of our operations under licences which are based on 

patents or trademarks owned or controlled by others. 

We are not dependent on any one patent or group of 

patents. We protect our brands and technology in every 

available way. 

Description of our properties 

We have interests in properties in most of the countries 

where there are Unilever operations. We use our 

properties predominantly to house production and 

distribution activities, rather than for resale. For the list 

of principal group companies and fixed investments as 

at 31 December 1999, see pages 108 to 110. 

We own properties and operate throughout the world, 

so we are subject to the changing laws and regulations 

of various countries. Future changes in these laws could 

affect our property ownership, currency control, taxation 

and trade regulation, and could also restrict our ability 

to pay dividends or repay capital. 

Legal proceedings 

We are not involved in any legal proceedings and 

do not have any obligations under environmental 

legislation which we expect to lead to a material loss. 

None of our directors or officers are involved, in any 

way, in any material legal proceedings against us.

Corporate governance 

Directors 

The Chairmen of NV and PLC are the principal executive 

officers of Unilever. Our nine directors are each full-time 

executives and directors of both NV and PLC. As well as 

holding specific management responsibilities, they are 

responsible – as directors of NV and PLC – for the conduct 

of the business as a whole. 

Our operations worldwide are organised into 12 Business 

Groups, each with a Business Group President. For details 

of the Business Group Presidents see page 45. 

The directors have set out a number of areas for which 

the Boards have direct responsibility for decision-making. 

They meet to consider the following corporate events 

and actions: 

• 

• 

• 

• 

• 

• 

Agreement of quarterly results announcements 

Approval of the Annual Report and Accounts 

Declaration of dividends 

Convening of shareholders’ meetings 

Approval of corporate strategy 

Authorisation of major transactions 

All other matters are delegated to committees whose 

actions are reported to and monitored by the Boards. 

Board meetings are held in London and Rotterdam and 

chaired by the Chairmen of NV and PLC. The Chairmen 

are assisted by the Joint Secretaries, who ensure the 

Boards are supplied with all the information necessary for 

their deliberations. Information is normally supplied a 

week prior to each meeting. 

Directors are elected by shareholders at the Annual 

General Meetings of NV and PLC, to hold office until 

the end of the next AGM. For details of the nomination 

procedure for directors, see Control of Unilever on 

page 118. All directors submit themselves for re-election 

each year and retire at the latest by the age of 62. They 

are executive officers, and cease to hold executive office 

on ceasing to be directors. We appoint our other 

executive officers for an indefinite period. None of our 

directors or executive officers are elected under any 

arrangement or understanding. 

All of our directors have been with Unilever full time for 

at least five years, and in most cases for most of their 

business careers. For details see pages 44 to 46. 

There are no family relationships between any of our 

directors or executive officers. 

Advisory Directors 

The Advisory Directors are the principal external presence 

in the governance of Unilever. The role of an Advisory 

Director involves giving advice to the Boards in general, 

and to the Executive Committee in particular, on business, 

social and economic issues. One of their key roles is to 

assure the Boards that our corporate governance 

provisions are adequate and reflect, as far as possible, best 

practice. They serve on certain key Board committees, the 

roles and membership of which are described below. 

The appointment of Advisory Directors is provided for in 

the Articles of Association of both parent companies, 

although they are not formally members of the Boards. 

They are therefore not entitled to vote at meetings of t h e 

B o a rds and bear no legal responsibility for the Board s ’ 

a c t i o n s . Their terms of appointment, role and powers are 

enshrined in resolutions of the Boards. As well as their 

own committee meetings, they attend the quarterly 

directors’ meetings, other directors’ and Executive 

Committee members’ conferences, and other meetings 

with the Chairmen. In addition, the Advisory Directors 

may meet as a body, at their discretion, and appoint a 

senior member as their spokesman. 

Our Advisory Directors are chosen for their broad 

experience, international outlook and independence. 

They are appointed by resolutions of the Boards, normally 

for an initial term of three to four years and thereafter for 

terms of three years. They are usually appointed for a 

maximum of three consecutive terms and retire at 70. 

Their remuneration is determined by the Boards. All 

appointments and re-appointments are based on the 

recommendations of the Nomination Committee. 

Board Committees 

The directors have established the following committees: 

Executive Committee The Executive Committee comprises 

the Chairmen of NV and PLC and normally five other 

members: the two Category Directors for Foods and 

for Home & Personal Care; the Strategy & Technology 

Director; the Financial Director; and the Personnel Director. 

For details of the members of the Executive Committee 

see pages 44 and 45. Members of the Executive 

Committee are appointed by all the directors for one year 

at a time. It is responsible for agreeing priorities and 

allocating resources, setting overall corporate targets, 

agreeing and monitoring Business Group strategies and 

plans, identifying and exploiting opportunities created by 

Unilever’s scale and scope, managing external relations at 

the corporate level and developing future leaders.


It generally meets formally every two or three weeks and 

is chaired, alternately, by the Chairmen of NV and PLC. It 

also meets with specific Business Groups and Corporate 

Centre departments. The Committee is supplied with 

information by the Executive Committee Secretariat. 

Audit Committee The Audit Committee normally 

comprises three Advisory Directors and meets at least 

twice a year. Since 4 May 1999 it has been chaired by 

Hilmar Kopper, and its other members have been Claudio 

X Gonzalez and Onno Ruding. It reviews financial 

statements before publication and oversees financial 

reporting and control arrangements. The head of our 

internal audit function and our external auditors attend 

the Committee’s meetings and have direct access to its 

Chairman. The Chief Auditor ensures that the Committee 

is supplied with necessary information. 

External Affairs and Corporate Relations Committee 

The External Affairs and Corporate Relations Committee 

usually comprises three Advisory Directors and normally 

meets four times a year. Since 4 May 1999 it has been 

chaired by Lady Chalker, and its other members have been 

Oscar Fanjul and Senator George Mitchell. It advises on 

external matters of relevance to the business – including 

issues of corporate social responsibility – and reviews our 

corporate relations strategy. The Committee is supplied 

with necessary information by the Head of the Corporate 

Relations Department. 

Nomination Committee The Nomination Committee 

comprises three Advisory Directors and the Chairmen of 

NV and PLC and meets at least once a year. Since 4 May 

1999 it has been chaired by Frits Fentener van Vlissingen 

and its other members have been Sir Derek Birkin, 

Bertrand Collomb, Antony Burgmans and Niall FitzGerald. 

It recommends to the Boards candidates for the positions 

of Director, Advisory Director and Executive Committee 

member. The Committee is supplied with information by 

the Joint Secretaries. 

Remuneration Committee The Remuneration Committee 

normally comprises three Advisory Directors and meets at 

least twice a year. Since 4 May 1999 it has been chaired 

by Frits Fentener van Vlissingen, and its other members 

have been Sir Derek Birkin and Bertrand Collomb. It 

reviews our executive remuneration and is responsible for 

the Executive Share Option Scheme. The Committee 

determines specific remuneration packages for each of the 

directors. The Committee is supplied with information by 

the Head of the Private Administration Department. 

Routine business committees Committees are set up to 

conduct routine business as and when they are necessary. 

They comprise any two of the directors and certain senior 

executives. They administer certain matters previously 

agreed by the Boards or the Executive Committee. 

The Joint Secretaries are responsible for the operation 

of these committees. 

All committees are formally set up by Board resolution 

with carefully defined remits. They report regularly and 

are responsible to the Boards of NV and PLC. 

Executive Committee of the Boar d 

Antony Burgmans* 

Chairman, Unilever N.V. 

Aged 53. Chairman of Unilever N.V. and Vice-Chairman 

of Unilever PLC since 4 May 1999. Joined Unilever 1972. 

Appointed director 8 May 1991. Previous posts include: 

Personal Products Co-ordinator 91/94. Responsible for South 

European Foods business 94/96. Business Group President, Ice 

Cream & Frozen Foods – Europe and Chairman of Unilever 

Europe Committee 96/98. Vice-Chairman of Unilever N.V. 

1998. Member, Supervisory Board of ABN AMRO Bank N.V. 

Niall FitzGerald* 

Chairman, Unilever PLC 

Aged 54. Chairman of Unilever PLC and Vice-Chairman of 

Unilever N.V. since 7 May 1996. Joined Unilever 1967. Appointed 

director 20 May 1987. Previous posts include: Financial Director 

87/89. Edible Fats & Dairy Co-ordinator 89/90. Member, Foods 

Executive 89/91. Detergents Co-ordinator 91/95. Member 

of Special Committee 1996. 

Clive Butler* 

Category Director, Home & Personal Care 

Aged 53. Category Director, Home & Personal Care since 1996. 

Joined Unilever 1970. Appointed director 6 May 1992. Previous 

posts include: Corporate Development Director 1992. Personnel 

Director 93/96. Non-executive director of Lloyds TSB Group plc. 

Patrick Cescau* 

Financial Director 

Aged 51. Financial Director since 1999. Joined Unilever 1973. 

Appointed director 4 May 1999. Previous posts include: 

Chairman, Indonesia 91/95. President, Van den Bergh Foods, USA 

95/97. President, Lipton, USA 97/98. Controller and Deputy 

Financial Director 98/99. 

Alexander Kemner* 

Category Director, Foods 

Aged 60. Category Director, Foods since 1996. Joined Unilever 

1966. Appointed director 3 May 1989. Previous posts include: 

Food & Drinks Co-ordinator 89/90. Member, Foods Executive 

89/92. Regional Director, East Asia & Pacific 93/96. 

Rudy Markham* 

Strategy & Technology Director 

Aged 53. Strategy & Technology Director since 1998. Joined 

Unilever 1968. Appointed director 6 May 1998. Previous posts 

include: Business Group President, North East Asia 96/98.


Jan Peelen* 

Personnel Director 

Aged 60. Personnel Director since 1996. Joined Unilever 1966. 

Appointed director 20 May 1987. Retiring 2000. Previous posts 

include: Regional Director, East Asia & Pacific 87/92. Chairman, 

Foods Executive 93/96. Chairman, Supervisory Board of VVAA 

Groep B.V. and Member, Supervisory Board of Buhrmann N.V. 

since 1999. 

Business Group Presidents 

Roy Brown* 

Food & Beverages – Europe 

Aged 53. Joined Unilever 1974. Appointed director 6 May 1992. 

Appointed Business Group President 1996. Chairman of Unilever 

Europe Committee since 1998. Previous position: Regional 

Director, Africa & Middle East and Central & Eastern Europe 

and responsible for Plantations and Plant Science Group. 

Non-executive director of GKN plc. 

Robert Polet 

Ice Cream & Frozen Foods – Europe 

Aged 44. Joined Unilever 1978. Appointed Business Group President 

1998. Previous position: Executive Vice-President for Ice Cream & 

Frozen Foods – Europe. 

Richard Goldstein 

Foods – North America 


1996. Previous position: President & CEO, Unilever United States 

(in which position he continues) and Chairman & CEO, Unilever 

Canada Ltd. Mr Goldstein will be resigning from Unilever on 

1 June 2000. 

John Sharpe 

Home & Personal Care – Europe 


1996. Previous position: CEO, Lever Europe. 

Charles Strauss 

Home & Personal Care – North America 

Aged 57. Joined Unilever 1986 upon Unilever’s acquisition of 

Ragú Foods. Appointed Business Group President 1996. Previous 

position: Business Group President, Latin America 96/99. 

Çetin Yüceulu g˘ 

DiverseyLever 

Aged 54. Joined Unilever 1973. Appointed Business Group Pre s i d e n t 

1996. Previous position: CEO, Lever Industrial International. 

Manfred Stach 

Africa 


1998. Previous position: Chairman, Union Deutsche 

Lebensmittelwerke GmbH and National Manager, Germany. 

Jeff Fraser 

Central Asia & Middle East 


1996. Previous position: Operations Member, Latin America 

& Central Asia. 

Jean Martin 

Central & Eastern Europe 


1996. Previous position: CEO, Personal Products in Europe. 

Bruno Lemagne 

China 


1998. Previous position: Chairman, Unilever (China) Limited. 

André van Heemstra 

East Asia Pacific 


1996. Previous position: Chairman, Langnese-Iglo GmbH. 

Ralph Kugler 

Latin America 


1999. Previous position: Executive Vice-President, Latin America. 

Robert Phillips* 

Prestige Personal Products 

Aged 61. Joined Unilever 1986 upon Unilever’s acquisition of 

Chesebrough-Pond’s. Appointed director 3 May 1995. Appointed 

Business Group President 1996. Chairman of Unilever North 

America Committee since 1996. Retiring 2000. Previous position: 

Business Group President, Home & Personal Care – North 

America 96/99. 

* Unilever Board member 


Sir Derek Birkin TD 

Aged 70. Appointed 1993. Retiring 2000. Chairman, Tunnel 

Holdings 75/82. Director, RTZ Corporation 82/96, CEO 85/91 and 

Chairman 91/96. Director, Merchants Trust 86/99. Director, 

Carlton Communications Plc and Merck & Co. Inc. since 1992. 

Baroness Chalker of Wallasey 

Aged 57. Appointed 1998. Member of Parliament for Wallasey 

74/92. Created a life peer in 1992. Minister of State at the 

Foreign and Commonwealth Office 86/97. Director, Freeplay 

Energy Ltd and Capital Shopping Centres PLCsince 1997 and 

Landell Mills Ltd since 1999. 

Bertrand Collomb 

Aged 57. Appointed 1994. French government administrator 

66/75. Lafarge Group since 1975. Chairman and CEO, Lafarge 

since 1989. Member, European Round Table of Industrialists. 

Chairman, Institut de l’Entreprise. Director, Elf Aquitaine since 

1994. Member, Supervisory Board, Allianz AG since 1998. 

Oscar Fanjul 

Aged 50. Appointed 1996. Secretary General and Under 

Secretary, Spanish Ministry of Industry and Energy 83/85. 

Chairman, Instituto Nacional de Hidrocarburos 85/95. Chairman 

and CEO Repsol 86/96 and Honorary Chairman since 1996. 

Director of Ericsson, S.A. since 1996, Tecnicas Reunidas, S.A. and 

Chairman, Cofir, S.A. 97/99. Member of the International 

Advisory Boards of the Chubb Corporation and Marsh McLennan. 

Frits Fentener van Vlissingen 

Aged 66. Appointed 1990. Member, Executive Board, SHV 

Holdings N.V. 67/75, and Chairman, 75/84. Managing Director, 

Flint Holding N.V. since 1984. Member, Supervisory Board, 

Amsterdam-Rotterdam Bank 74/91, ABN AMRO Bank N.V. since 

1991 and Akzo Nobel N.V. since 1984.


Claudio X Gonzalez 

Aged 65. Appointed 1998. Special Advisor to the President of 

Mexico 88/94. Chairman and CEO Kimberly-Clark de Mexico since 

1973. Dire c t o r, Kimberly-Clark Corp. since 1976, Kellogg Company 

since 1989 and General Electric Company (USA) since 1993. 

Hilmar Kopper 

Aged 64. Appointed 1998. Director, Deutsche Bank 77/97, CEO 

89/97 and Chairman, Supervisory Board, since 1997. Member, 

Supervisory Board, Bayer AG since 1988, Akzo Nobel N.V. since 

1990 and DaimlerChrysler AG (Chairman) since 1998. Director 

of Xerox Corp. since 1999. 

Senator George J Mitchell 

Aged 66. Appointed 1998. Member of the US Senate 80/95 and 

Senate Majority Leader 88/95. Member of the law firm Verner, 

Liipfert, Bernhard, McPherson and Hand since 1995. Chairman of 

the Northern Ireland Peace Initiative 95/99. Director, Walt Disney 

Company, Federal Express Corp., Xerox Corp. and UNUM 

Insurance Corp. since 1995 and Staples, Inc. since 1998. 

Onno Ruding 

Aged 60. Appointed 1990. Member of Board, Amsterdam- 

Rotterdam Bank 81/82. Minister of Finance, the Netherlands 

82/89. Chairman, Netherlands Christian Federation of Employers 

90/92. Vice-Chairman and Director, Citibank since 1992. Director 

of Corning Inc. since 1999. 

Honorary Advisory Director 

The Rt Hon The Viscount Leverhulme KG TD 

Aged 84. Grandson of William Lever, the founder of Lever 

Brothers. Appointed Honorary Advisory Director of PLC for life 

on his retirement as an Advisory Director in 1985. 

Corporate Officers 

Jos Westerburgen 

Joint Secretary 

Aged 57. Appointed 4 May 1988. 

Years of service on 31 December 1999: 16. 

Stephen Williams 

Joint Secretary 

Aged 52. Appointed 1 December 1986. 


Jeffrey Allgrove 

Controller 

Aged 47. Appointed 4 May 1999. 


Jan Haars 

Treasurer 

Aged 48. Appointed 1 August 1997. 


Board changes 

Mr Jan Peelen and Mr Bob Phillips retired in May 2000 

and their colleagues wish to record their appreciation of 

their contributions to Unilever. 

Mr Jan Peelen has served Unilever for 33 years, 12 of 

them as a director. After a period as Chairman of the 

Foods Executive, he has been Personnel Director. Mr Bob 

Phillips joined Unilever in 1986 upon the acquisition of 

Chesebrough-Pond’s, was appointed a director in 1995, 

and has spent most of his Unilever career concerned with 

Personal Products, mainly in North America. 

All existing directors retired from office, in accordance 

with the Articles of Association of NV and PLC, at the 

Annual General Meetings on 3 May 2000 and, with the 

exceptions of Mr Jan Peelen and Mr Bob Phillips, offered 

themselves for re-election and were duly re-elected. 

As already announced, Mr Keki Dadiseth, Mr André van 

Heemstra and Mr Charles Strauss offered themselves for 

election at the Annual General Meetings on 3 May 2000. 

They were duly elected. Mr Dadiseth and Mr van 

Heemstra become members of the Executive Committee; 

Mr Dadiseth to undertake a review of the top organisation 

of Unilever and Mr van Heemstra to succeed Mr Jan 

Peelen as Personnel Director. Mr Strauss succeeds Mr Bob 

Phillips as Chairman of the North America Committee, 

while continuing as President of the Home & Personal 

Care North America Business Group. 

Mr Keki Dadiseth is aged 54 and joined the Unilever 

Group in 1973. He became Chairman of Hindustan Lever 

Limited in 1993; having previously worked for the 

Overseas Committee in London and then been responsible 

in India at various times for personnel, personal products, 

mergers and acquisitions, and detergents. 

Brief biographies of Mr van Heemstra and Mr Strauss can 

be found in ‘Business Group Presidents’ on page 45. 

At the Annual General Meetings on 4 May 1999, 

Mr Patrick Cescau was elected a director and became 

Financial Director and a member of the Executive 

Committee. Mr J Allgrove succeeded him as Controller. 

Mr Morris Tabaksblat and Mr Hans Eggerstedt duly retired 

as directors at those meetings and Mr Antony Burgmans 

became Chairman of NV and Vice-Chairman of PLC. 

Advisory Directors’ changes 

Sir Derek Birkin retired as an Advisory Director with effect 

from the Annual General Meetings in 2000. The directors 

wish to record their appreciation of his substantial


contribution during the past seven years, particularly while 

a member of the Nomination and Remuneration 

Committees. 

The Rt Hon The Lord Brittan of Spennithorne QC 

was appointed as an Advisory Director with effect from 

1 May 2000 until the Annual General Meetings in 2003. 

Lord Brittan was a member of the UK Government, as 

Home Secretary and as Secretary of State for Trade and 

Industry, and, between 1989 and 1999, of the European 

Commission, where he became a Vice-President, 

his responsibilities having included competition and 

trade policy. 

The Boards have resolved to re-appoint Mr Bertrand 

Collomb as an Advisory Director, also until the Annual 

General Meetings in 2003. 

Sir Brian Hayes and Lord Wright of Richmond retired 

at the Annual General Meetings on 4 May 1999. 

Requirements in the Netherlands and the UK 

A vital factor in the arrangements between NV and PLC 

is their having the same directors. As the concept of the 

non-executive director, as recognised in the United 

Kingdom, is not a feature of corporate governance in the 

Netherlands, and the Supervisory Board, as recognised in 

the Netherlands, is unknown in the United Kingdom, it is 

not practicable to appoint supervisory or non-executive 

directors who could serve on both Boards. However, a 

strong independent element has long been provided by 

Unilever’s Advisory Directors, who perform many of the 

functions of supervisory and non-executive directors. 

The Audit, External Affairs and Corporate Relations and 

Remuneration Committees consist exclusively of Advisory 

Directors and the majority of the members of the 

Nomination Committee are Advisory Directors. See page 

44 for details. 

The Committee on Corporate Governance in the 

Netherlands issued its report ‘Recommendations on 

Corporate Governance in the Netherlands’ in 1997. 

NV applies the Committee’s recommendations for 

supervisory directors to its Advisory Directors in so far 

as these are in line with their specific role within Unilever. 

NV complies with all other recommendations of the 

Committee, except that the Board of Directors takes the 

view that requests for an item to be placed on the agenda 

for a shareholders’ meeting must be supported by more 

than an insignificant proportion of the shareholders and 

will therefore only accept requests from a shareholder or 

group of shareholders holding at least 1% of the voting 

rights attaching to the issued share capital of NV. Requests 

must be submitted, at the latest, 60 days prior to the date 

of the meeting. 

PLC is required, as a company that is incorporated in the 

United Kingdom and listed on the London Stock 

Exchange, to state how it has applied the principles and 

how far it has complied with the provisions set out in 

Section 1 of the Combined Code (‘the Code’) appended 

to the Listing Rules of the London Stock Exchange. 

As already explained, the Boards control the Company 

through the Executive Committee. Responsibilities are 

s h a red by the Chairmen of NV and PLC, while the Advisory 

D i rectors perform many of the functions of the supervisory 

board members or non-executive directors, although they 

are not formally members of the Boards. For the purposes 

of the Code, the Boards have not appointed a senior 

independent director, on the basis that issues for the 

Boards can be raised with whichever Advisory Director is 

the Chairman of the relevant Board Committee and the 

Advisory Directors are entitled to meet as a body and 

appoint a senior member as their spokesman. 

Unilever’s remuneration policy is contained within the 

report by the Boards on the directors’ remuneration and 

interests on pages 49 to 59. This also deals with any noncompliance 

with the Code in this area. Members of the 

Audit, Remuneration and Nomination Committees will be 

available to answer questions at the Annual General 

Meetings of both NV and PLC. The members attending 

each meeting will not necessarily include the Chairman of 

the Committee, since these meetings take place at about 

the same time in Rotterdam and London respectively. 

A description of Unilever’s compliance with ‘Internal 

Control – Guidance for Directors on the Combined Code’ 

is given on page 60. 

Unilever has, since its inception, adopted the principle that 

it is good practice that the most senior roles in NV and 

P L C are shared and not concentrated in one person. 

As a consequence it is a principal tenet of its governance 

philosophy, which finds expression in two people who 

each combine the roles of Chairman and Chief Executive 

and who meet regularly for joint decision making. This 

carefully balanced arrangement has served Unilever’s 

unique constitutional arrangements very well for many 

years and the Boards believe that to separate these roles 

would only introduce undesirable and unnecessary 

complexity. Since the Advisory Directors are not formally 

members of the Boards, it would be inappropriate for one 

of them to act as Chairman. In all other respects, PLC has 

complied with the Code throughout 1999.


Shareholder relations 

We believe it is important to both explain the business 

developments and financial results to shareholders and 

to understand the objectives of investors. Within the 

Executive Committee, the Financial Director has lead 

responsibility for investor relations, with the active 

involvement of the Chairmen. They are supported by 

an Investor Relations Department which organises 

presentations for analysts and institutional investors, 

mainly held in Europe and North America. 

Both NV and PLC communicate with their shareholders 

through the Annual General Meetings. At the AGMs, 

both Chairmen give a full account of the progress of the 

business over the last year and a review of the current 

issues. A summary of their addresses is published on our 

web site and released to stock exchanges and media. 

Copies are freely available on request. 

Our Chairmen, both in communications about the Annual 

General Meetings and at the actual meetings, encourage 

shareholders to attend and to ask questions. Question and 

answer sessions form an important part of the meetings in 

both the Netherlands and the United Kingdom. We are 

committed to efforts to establish more effective ways of 

shareholder communication. We actively participate in the 

Shareholders Communication Channel which has been set 

up by a group of Dutch companies in order to facilitate 

direct communications with shareholders who are 

otherwise unknown to them. The Shareholders 

Communication Channel will also be used to facilitate 

proxy voting in the Netherlands. 

Reporting to shareholders 

The directors’ responsibilities are set out formally on 

page 60. These cover Annual accounts, Going concern 

and Internal control. The report to shareholders on 

directors’ remuneration and interests is set out on 

pages 49 to 59. 

The responsibility of the auditors to report on these 

matters is set out on page 61.


Remuneration report 

Remuneration of Directors and Executive Officers 

The aggregate amount of remuneration paid by the 

Unilever Group to all directors and executive officers for 

services in all capacities during 1999 was Fl. 28 198 932. 

The aggregate amount set aside by the Unilever Group 

during 1999 to provide pension, retirement or similar 

benefits for directors and executive officers was 

Fl. 6 701 246. 

Policy: directors’ emoluments 

The objective of Unilever’s remuneration policy for 

directors is to motivate and retain top class business 

people able to direct and lead a large global company, 

and to reward them accordingly. 

The Remuneration Committee believes that the level of 

remuneration of Dutch or British directors resident in their 

home countries should be in line with that of executive 

directors of major international industrial companies based 

in the Netherlands and the United Kingdom respectively, 

who have similar responsibilities to a Unilever director 

whilst recognising Unilever’s size and special features. The 

levels of remuneration of the Chairmen and the members 

of the Executive Committee take into account their special 

responsibilities and provide differentials comparable to 

those found in other major international industrial 

companies. A director who is not resident in his home 

country is paid at the level of remuneration appropriate 

to his place of residence if this is higher than that in his 

home country. Directors not of Dutch or British nationality 

are, in principle, to be no worse off than they would be 

if based in their home country in a job of comparable 

importance. 

Levels of remuneration are reviewed annually by the 

Remuneration Committee in the light of external expert 

advice which assesses competitive levels of remuneration 

in the largest companies relevant to the residence of the 

group of Unilever directors concerned. Comparison is 

also made with the remuneration of other employees 

within Unilever. 

The Remuneration Committee’s policy is to seek to link 

reward closely to performance by using merit pay 

increases and bonuses based on both corporate and 

personal performance. 

NV and PLC and their group companies constitute a single 

group. It is therefore the practice for directors to receive 

emoluments from both NV and PLC because they serve 

both companies. Emoluments, wherever stated, include 

payments from both NV and PLC. All emoluments and 

fees earned by directors from outside directorships and 

like sources are required to be paid to and are retained 

by Unilever. 

All directors’ emoluments, including those of the 

Chairmen, are made up of the following elements: 

(i) Salary: 

Salaries are fixed by the Remuneration Committee. 

They are usually fixed in the currency appropriate to the 

location, the Netherlands, United Kingdom or United 

States, where the director is based. On the same basis 

as other employees, directors receive an additional 

month’s salary in the year they complete 25 years’ service 

with Unilever. 

(ii) Allowances and value of benefits in kind: 

In appropriate cases, and usually in accordance with the 

same rules as apply to all qualifying employees, dire c t o r s 

receive allowances to help them meet expenses incurre d 

by virtue of their employment, for example, in re s p e c t 

o f relocation and consequential disturbance and 

education expenses. Certain of the London based 

d i rectors receive an allowance to take account of the 

f a c t that part of their remuneration is paid in the 

Netherlands. Benefits in kind are items such as a 

company car and medical insurance. 

(iii) Performance related payments: 

These arise primarily under an annual bonus scheme. 

Bonuses are set by the Remuneration Committee. 

The maximum cash bonus for directors is 40% of salary. 

Bonuses are based on achievement of a target or target 

range which may involve two measures of performance: 

(a)a corporate target; and 

(b)individual targets. 

The corporate target is based on the average of the 

increase in earnings per share expressed in guilders and 

in pounds sterling. The individual targets are based on 

previously agreed key objectives. 

Directors are given the opportunity to use 25% of their 

cash bonuses, during the year of payment, to purchase 

shares in NV and PLC and to be awarded shares of 

equivalent value, upon condition that all the shares are 

retained for at least five years.



Policy: directors’ pensions 

The aim of the Remuneration Committee is that pension 

and other related benefits should be in line with good 

practice by major companies in the Netherlands and the 

United Kingdom, bearing in mind the need to establish 

reasonable comparability between the conditions for the 

various nationalities of directors. 

All directors are members of the normal Unilever pension 

schemes. Because directors are paid by both NV and PLC, 

they participate in both the NV and PLC normal pension 

schemes. The NV scheme has been on a contribution 

holiday since 1990. The PLC scheme has been on a 

contribution holiday since January 1997. 

All directors are also members of their respective early 

retirement scheme, which provides an overall pension 

coverage inclusive of benefits under other Unilever 

schemes. The current arrangements are that directors 

belong to either the NV or PLC scheme, depending on 

their contractual arrangements. NV finances the NV 

scheme and PLC finances the PLC scheme. Also, under 

the current arrangements, in order to equalise benefits 

amongst the directors, those directors who are members 

of the NV scheme and retire at normal retirement date, 

receive an additional lump sum amount equal to one 

year’s final pensionable pay. The benefits received by 

directors under these early retirement schemes are, in 

most other respects, the same as those generally provided 

for senior management. 

Under both the early retirement schemes, final 

pensionable pay takes into account the bonuses paid 

in the last three years prior to termination of service, 

subject to a maximum of 20% of pensionable pay. 

The Remuneration Committee believes that the policy of 

allocating a significant part of directors’ emoluments to 

performance related payments instead of salary, whilst 

retaining control over the overall package of emoluments, 

should not affect the directors’ reasonable expectations of 

a pension at a level that is in line with that provided by 

major companies in the Netherlands and the United 

Kingdom. The Committee does not agree with the 

recommendations of the Combined Code in this respect 

but continues to keep the development of best practice 

in respect of the pensionability of bonuses under review. 

Directors’ pensions: further information 

It is expected that the directors’ pensions will be regularly 

increased in payment and in deferment in line with the 

increase in the consumer price index in the country, 

the Netherlands or United Kingdom, to which the scheme 

in which they participate relates. These pension increases 

a re awarded at the discretion of NV or PLC, as appro p r i a t e , 

although the schemes in the United Kingdom guarantee 

increases in line with retail price inflation, up to a 

maximum of 5% per annum. 

For directors in the NV early retirement scheme who are 

aged 55 or more, the immediate early retirement pension 

is shown. For the NV director who has not attained age 

55 by the year end, the pension payable under the normal 

NV scheme is shown payable from the age at which it is 

most valuable, while that payable under the normal PLC 

scheme is payable unreduced (partly discretionary and 

partly by right) from age 60, and subject to a 5% per 

annum reduction for each year that retirement precedes 

age 60. 

For directors in the PLC early retirement scheme, early 

retirement is possible from age 50 (or age 55 for PLC 

directors appointed after 1 January 1999), in which case 

the total accrued pension is reduced by 5% per annum 

for each year of early retirement prior to age 60. 

Dependants’ and children’s pensions are payable under 

the normal and early retirement schemes in each country. 

Under the NV normal and early retirement scheme, the 

spouse’s pension is 70% of the member’s pension, while 

under the PLC early retirement scheme, the spouse’s 

pension is 66.7% of the member’s retirement pension. 

Under the normal PLC scheme, the spouse’s pension is 

50% of the member’s pension. 

Where, for directors in the NV early retirement scheme, 

the early retirement pension is shown, this amount will be 

reduced at age 65 by an allowance, currently Fl. 25 801, 

corresponding to the State benefits payable. The pension 

may also be subject to minor adjustments to equalise 

social security benefits. 

Members may pay additional voluntary contributions. 

Neither the contributions nor the resulting benefits are 

included in the table of pension entitlements.



Directors’ pensions 

The pension entitlements of directors are shown separately for those in the NV and PLC early retirement schemes. 

NV scheme (1) 

01111000000000000000 

Increase Total 

Age, at 31 Normal Contributions in accrued accrued 

December Retirement paid by pension pension at 

1999 Age (2) director during 31 December 

during 1999 1999 (3)(4) 1999 (4) 

yrs mths yrs mths Fl. Fl. Fl. 

011110000000 511§ 1111§ 511§ 1111§ 01111 01111 01111 

M Tabaksblat (5) 62 3 60 0 0 1 128 1 595 748 

A Burgmans (6) 52 11 60 0 0 117 369 765 256 

H Eggerstedt (7) 61 10 60 0 0 43 328 1 244 856 

A Kemner 60 3 60 0 0 156 562 1 033 251 

J Peelen 59 10 60 0 0 163 713 1 026 669 

01111000000000000000 

PLC scheme 

01111000000000000000 

Increase Total 

Age, at 31 Normal Contributions in accrued accrued 

December Retirement paid by pension pension at 

1999 Age (2) director during 31 December 

during 1999 1999 (3)(8) 1999 (8) 

yrs mths yrs mths £ £ £ 

011110000000 511§ 1111§ 511§ 1111§ 01111 01111 01111 

N W A FitzGerald 54 4 60 9 0 56 979 510 474 

R D Brown 53 1 60 0 0 15 787 228 292 

A C Butler 53 6 60 0 0 21 948 260 272 

P J Cescau (9) 51 3 60 0 0 149 751 192 240 

R H P Markham 53 10 60 0 0 44 414 251 351 

R M Phillips (10) 61 6 60 0 0 42 392 556 723 

01111000000000000000 

(1) The NV early retirement scheme operates on the basis of a justifiable expectation and does not provide a vested deferred entitlement. Directors 

leaving before age 55 are not entitled to any benefit, while those terminating service at age 55 or older can expect to receive an immediate pension 

under the expectations of the scheme. 

(2) Normal Retirement Age is that established for the purposes of the respective early retirement scheme for the director, and generally does not 

coincide with the termination date of his employment under the terms of his service contracts (see ‘Service contracts’ on page 54). 

(3) The increase in accrued pension during the year excludes any increase for inflation over the year, and is shown on a consistent basis with the 

accrued pension at the end of the year. For directors retiring during the year, the accrued pension and its increase are based on the position when 

the director retired. For directors appointed during the year, the increase is based on the difference between the accrued pension at the end of the 

year and the accrued pension immediately prior to the appointment. 

(4) For directors in the NV early retirement scheme aged 55 and over, the accrued pension is the immediate annual pension payable under all Unilever 

schemes. For the NV director under age 55, no pension is included in respect of the NV early retirement scheme and the accrued pension is that 

payable in total, under the normal Unilever schemes, ignoring any future inflationary increases. The accrued pension under the normal PLC scheme 

is payable from age 65, while the accrued pension under the normal NV scheme is shown payable from age 62, which is the age at which the most 

valuable retirement terms are provided, and includes temporary pensions converted to lifetime equivalent pensions. The additional lump sum of one 

year’s final pensionable pay, payable on normal retirement is excluded from these pensionable amounts. Amounts paid are disclosed separately in 

the year of retirement. 

(5) Retired during the year. In addition to the pension benefit shown, a lump sum amount of Fl. 2 640 000 was paid on retirement. 

(6) 88% of the total accrued pension at 31 December 1999 and 82% of the increase in accrued pension correspond to the normal NV scheme. 

(7) Retired during the year. In addition to the pension benefit shown, a lump sum amount of Fl. 2 058 000 was paid on retirement. 

(8) For the PLC scheme, the accrued pension shown is that which would be paid annually from Normal Retirement Age, based on service to 

31 December 1999, and includes benefits from all Unilever schemes. It does not include allowance for any future inflationary increases. 

(9) Elected on 4 May 1999. The accrued pension includes benefits (actuarially converted for consistency) under all Unilever Schemes and those earned, 

prior to appointment, under social security schemes. 

(10) The pension will be converted to US dollars upon retirement and will be increased in future to maintain US purchasing power.



Directors’ emoluments 

The aggregate emoluments of the directors were as follows: 

01111000000000000000 

Fl. £ 

111111111005 111111111005 

1999 1998 1999 1998 

01111000000011111111111011111 11011111 1011111 11011111 

Salary 15 878 902 15 819 554 4 747 056 4 809 837 

Allowances and value of benefits in kind 2 401 242 2 416 405 717 860 734 693 

Performance related payments 5 278 724 7 797 962 1 578 094 2 370 922 

1011111 11011111 1011111 11011111 

Total 23 558 868 26 033 921 7 043 010 7 915 452 

1011111 11011111 1011111 11011111 

Gains on exercise of share options (1) 2 585 849 8 008 505 773 049 2 434 936 

01111000000000000000 

The emoluments of the individual directors were as follows: 

01111000000000000000 

Allowances 

and value of Performance 

Salary 

benefits in 

kind 

related 

payments 

Total Total 

(1) 

Equivalent totals (10) 

1011111111011111 

1999 1998 1999 1998 

00111111111111111111111011111 1011111 1011111 1011111 1011111 1011111 1011111 

Paid in guilders: Fl. Fl. Fl. Fl. Fl. £ £ 

00111111111111111111111011111 1011111 1011111 1011111 1011111 1011111 1011111 

M Tabaksblat (2) 916 667 87 280 264 642 1 268 589 3 272 891 379 249 995 102 

A Burgmans (3) 1 533 333 41 507 558 483 (9) 2 133 323 1 909 962 637 765 580 712 

A Kemner 1 420 000 35 838 495 617 (9) 1 951 455 1 858 548 583 395 565 080 

J Peelen 1 420 000 286 353 409 954 2 116 307 2 151 582 632 678 654 175 

00111111111111111111111011111 1011111 1011111 1011111 1011111 1011111 1011111 

Paid in pounds sterling: £ £ £ £ £ Fl. Fl. 

00111111111111111111111011111 1011111 1011111 1011111 1011111 1011111 1011111 

N W A FitzGerald (4) 750 000 118 550 284 525 (9) 1 153 075 1 116 333 3 857 037 3 671 620 

R D Brown 398 965 (7) 163 623 119 757 682 345 648 196 2 282 444 2 131 915 

A C Butler 400 000 41 191 153 230 (9) 594 421 839 497 1 988 338 2 761 106 

P J Cescau (5) 233 333 93 057 104 545 430 935 0 1 441 479 0 

H Eggerstedt (6) 228 750 6 872 66 040 301 662 702 795 1 009 059 2 311 491 

R H P Markham 375 000 42 158 139 713 (9) 556 871 363 972 1 862 733 1 197 104 

00111111111111111111111011111 1011111 1011111 1011111 1011111 1011111 1011111 

Paid in US dollars: $ $ $ $ $ Fl. Fl. 

00111111111111111111111011111 1011111 1011111 1011111 1011111 1011111 1011111 

R M Phillips 1 260 521 (8) 190 139 312 863 1 763 523 1 720 180 3 648 104 3 414 408 

00111111111111111111111011111 1011111 1011111 1011111 1011111 1011111 1011111 

£ £ 

1011111 1011111 

1 090 614 1 038 129 

01111000000000000000 

(1) See pages 58 and 59. 

(2) Chairman of NV, retired on 31 May 1999. 

(3) Chairman of NV. 

(4) Chairman of PLC. 

(5) Elected on 4 May 1999. 

(6) Retired on 31 May 1999. 

(7) Includes 25 year service award of £33 965. 

(8) Includes 25 year service award of US $ 135 521. 

(9) Includes value of shares awarded under bonus scheme (see page 49). 

(10) Based on average rates for the year of £1 = Fl. 3.345, £1 = US $ 1.617, US $ 1 = Fl. 2.069 (1998: £1 = Fl. 3.289, £1 = US $ 1.657, 

US $ 1 = Fl. 1.985). 

For the years up to and including 1997, NV lent the amount of taxation charged on the grant of options under Dutch 

fiscal legislation to the recipients. Amounts are repaid when the options are exercised. At 31 December 1999 a total of 

Fl. 1.0 million (1998: Fl. 1.1 million) was lent to the directors. 

No compensation for loss of office, payments for loss of office or other termination payments were paid to directors 

in 1999.



Directors’ interests: share capital 

The interest in the share capitals of NV and PLC and their group companies of those who were directors at the end of 

1999 and of their families were as shown in the tables below: 

01111000000000000000 

1 January 31 December 

11111001111110111100000005111111111101111 111011111 

NV (ordinary shares) Fl. 1 Fl. 1.12 

A Burgmans 856 6 920 

N W A FitzGerald 5 504 6 175 

A C Butler — 625 

A Kemner 870 1 454 

R H P Markham — 582 

J Peelen 894 798 

R M Phillips 8 694 7 762 

NV (preference shares) Fl. 0.10 

A Burgmans — 7 750 

A Kemner — 1 628 

J Peelen — 894 

PLC (ordinary shares) 1.25p 1.4p 

N W A FitzGerald 33 140 40 357 

175 632 840 (a) 156 815 034 (a) 

A Burgmans 17 894 20 627 

A C Butler 24 828 27 243 

A Kemner 14 684 18 605 

R H P Markham 43 140 43 246 

J Peelen 9 342 8 340 

R M Phillips 10 572 9 439 

Margarine Union (1930) Limited (shares) 

N W A FitzGerald 600 (a) 600 (a) 

01111000000000000000 

(a) Held jointly as a trustee of the Leverhulme Trust and the Leverhulme Trade Charities Trust with no beneficial interest. 

On 10 May 1999, Unilever’s share capital was consolidated on the basis of 100 new shares of Fl. 1.12 each for every 

112 existing NV shares of Fl. 1 each and 100 new shares of 1.4p each for every 112 existing PLC shares of 1.25p each. 

The directors, in common with other employees of PLC and its United Kingdom subsidiaries, have beneficial interests in 

the undermentioned NV and PLC ordinary shares acquired for the purpose of satisfying options granted under the PLC 

1985 Executive Share Option and Sharesave Schemes and the Unilever PLC International 1997 Executive Share Option 

Scheme. 

01111000000000000000 

1 January 31 December 

Fl. 1/1.25p Fl. 1.12/1.4p 

11111001111110111100000005111111111101111 111011111 

All directors – NV ordinary shares 551 802 — 

– PLC ordinary shares 39 623 389 42 492 210 

On election of P J Cescau as a director on 4 M a y 1999 the trusts held 42 129 131 PLC 1.25p shares and 1 099 623 NV Fl. 1 share s . 

01111000000000000000 

Further information, including details of the NV and PLC ordinary shares acquired by certain group companies in 

connection with other share option schemes, is given in note 20 on page 81. 

The only changes in the interests of the directors and their families in NV ordinary shares between 31 D e c e m b e r 1 9 9 9 

and 28 April 2000 were that: 

(i) A Burgmans acquired 1 050 NV ordinary shares pursuant to the annual bonus scheme; 

(ii) A C Butler acquired 962 NV ordinary shares pursuant to the annual bonus scheme; 

(iii) P J Cescau acquired 842 NV ordinary shares pursuant to the annual bonus scheme; 

(iv) N W A FitzGerald acquired 1 744 NV ordinary shares pursuant to the annual bonus scheme; 

(v) R H P Markham acquired 872 NV ordinary shares pursuant to the annual bonus scheme; 

(vi) J Peelen acquired and sold 37 396 NV shares through the exercise of options granted under the NV Executive Share 

Option Scheme.



The only changes in the interests of the directors and of their families in PLC ordinary shares between 31 December 

1999 and 28 April 2000 were that: 

(i) A Burgmans acquired 8 294 PLC ordinary shares pursuant to the annual bonus scheme; 

(ii) A C Butler acquired 7 604 PLC ordinary shares pursuant to the annual bonus scheme; 

(iii) P J Cescau acquired 6 654 PLC ordinary shares pursuant to the annual bonus scheme; 

(iv) N W A FitzGerald acquired 13 782 PLC ordinary shares pursuant to the annual bonus scheme; 

(v) N W A FitzGerald acquired 30 PLC ordinary shares; 

(vi) R H P Markham acquired 6 890 PLC ordinary shares pursuant to the annual bonus scheme; 

(vii) the holding of the Unilever Employee Share Trusts has reduced to 41 969 815 PLC ordinary shares. 

Service contracts 

NV and PLC’s Articles of Association require that at every 

Annual General Meeting, all the directors shall retire from 

office. All directors’ contracts of service with the Unilever 

Group are generally terminated not later than the end of 

the month in which the Annual General Meeting next 

before or after the director’s 62nd birthday occurs. 

Contracts are currently determinable by the employer at 

not less than two years’ notice. Formerly, contracts were 

determinable by the employer at not less than three years’ 

notice. The Remuneration Committee believes that this 

change for existing directors has brought their service 

contracts into line with the arrangements for the existing 

directors of many peer group companies. The Committee 

has noted the recommendation in the Combined Code 

in favour of one year contracts but continues to be 

concerned to have regard to best practice, as well as legal 

entitlements upon termination, in both the Netherlands 

and the United Kingdom. Developments in both countries 

are kept under regular review with respect to existing 

directors and new appointments. 

The compensation payable to a director upon the 

termination of his service contract will be calculated in 

accordance with the law applicable. The directors have 

service contracts with both NV and PLC. The Remuneration 

Committee’s aim is always to deal fairly with cases of 

termination whilst taking a robust line in minimising any 

such compensation. The Remuneration Committee has 

given due consideration to the re c o m m e n d a t i o n s 

c o n t a i n e d in the Combined Code regarding the merits of 

providing explicitly in the directors’ contracts of service 

provisions relating to compensation commitments in the 

event of early termination. However, the companies have 

to take account of the law in the Netherlands that 

provides that, irrespective of what the service contract 

may say, the termination of employment for a reason 

other than misconduct or negligence entitles a long 

serving employee to compensation comparable to at least 

two years’ remuneration. The Committee will continue to 

keep its current practice under review. 

In 1999 three directors served for only part of the year. 

In 1998 two directors served for only part of the year. 


The Advisory Directors are not formally members of the 

Boards of NV and PLC and are therefore excluded when 

reference is made to directors in the preceding text. 

The remuneration of the Advisory Directors is decided 

by the Boards. Advisory Directors receive an annual fee 

and are reimbursed expenses incurred in attending 

meetings. They do not receive any performance related 

bonuses, pension provisions, share options or other 

f o r m s of benefit. 

The annual fee paid in 1999 to each of B Collomb, O F a n j u l , 

F H Fentener van Vlissingen, H Kopper and H O C R R u d i n g 

was Fl. 8 0 000 and to each of Sir D e re kBirkin, Lady Chalker 

of Wa l l a s e y, C X Gonzalez and Senator G J Mitchell was 

£ 2 7 500. Sir B r i a n Hayes and Lord Wright of Richmond 

re t i red during the year and each received fees of £9 424. 

At the end of 1999 the aggregate interest of the Advisory 

Directors in the share capital of NV and PLC were 

8 479 (1998: 8 375) ordinary shares of NV and 1 785 

(1998: 4 000) ordinary shares of PLC. 

Share options 

Unilever introduced share options for directors and other 

senior managers during 1985 in the United Kingdom and 

the Netherlands and for key employees in North America 

during 1992. Types of share options for employees 

generally were introduced during 1985 in the United 

Kingdom, 1991 in the Republic of Ireland and 1995 in 

the Netherlands and North America.



Directors are generally entitled to share options on 

the same basis as other employees. They participate in 

the NV Employee Share Option Scheme and the PLC 

1985 Sharesave Scheme, which are all-employee 

schemes, and in the International 1997 Executive Share 

Option Scheme. 

The NV Employee Share Option Scheme was introduced 

in 1995 and is open to all employees in the Netherlands. 

The PLC 1985 Sharesave Scheme is open to all employees 

who work a minimum number of hours in the United 

Kingdom. The North American Employee Stock Purchase 

Plan was also introduced in 1995 and is open to all 

employees in the United States and Canada. 

Grants of share options to directors and other senior 

executives in 1999 were made under the International 

1997 Executive Share Option Scheme (the ‘International 

Scheme’) which was established after taking into account 

the guidelines and views of institutional investor 

committees. The International Scheme comprises the 

NV Executive Share Option Scheme, the Unilever PLC 

International 1997 Executive Share Option Scheme, the 

Unilever PLC 1985 Executive Share Option Scheme and 

the North American Executive Stock Option Plan. The 

Boards granted options to acquire a number of ordinary 

shares in NV and a number of ordinary shares in PLC of 

approximately equal market value. 

The Boards have established benchmark grant levels (the 

‘normal allocation’) to assist in determining actual grant 

levels under the International Scheme. In accordance with 

the undertaking made at the time the International 

Scheme was introduced, the Remuneration Committee 

has reviewed these normal allocations and has determined 

that they continue to be in line with those awarded by 

companies in Unilever’s peer group. The actual level of 

grant made to each individual, which is decided by the 

Boards, who are advised by the Remuneration Committee, 

is dependent on certain performance criteria, group and 

individual, which are set annually by the Boards and the 

Remuneration Committee. These criteria must be satisfied 

before an individual can be granted an option. 

The Group criterion for 1999 was that the Group’s 

earnings per share over the three financial years preceding 

the date of grant of any option should have cumulatively 

risen by at least 6% more than the rate of inflation. If it 

had not, no grants would have been made. 

Once the Group criterion had been met, each individual’s 

option grant varied according to the percentage increase, 

above the rate of inflation, of the Group’s earnings per 

share over the financial year preceding the date of grant. 

The level of grant would vary according to the amount 

of the percentage rise. The Remuneration Committee 

decided that for 1999 the targets and levels of grant 

would be: 

1 1 1 1 1 0 0 1 1 1 1 1 1 0 1 1 1 0 0 1 1 1 1 1 1 0 

Level of grant as percentage 

EPS achieved in prior year of normal allocation 

1 1 1 1 1 0 0 1 1 1 1 1 1 0 1 1 10 0 0 1 1 1 1 1 1 

Inflation + less than 4% 0% 

Inflation + 4% 50% 




Inflation + 8% or more 150% 

1 1 1 1 1 0 0 1 1 1 1 1 1 0 1 1 1 0 0 1 1 1 1 1 1 0 

The normal allocations in 1999 to which the percentages 

above would be applied were: 

1 1 1 1 1 0 0 1 1 1 1 1 1 0 1 1 1 0 0 1 1 1 1 1 1 0 

NV shares PLC shares 

111101111110111111111111011111 111111011111 

Chairmen 12 000 80 000 

Other directors 6 000 – 7 500 40 000 – 50 000 

1 1 1 1 1 0 0 1 1 1 1 1 1 0 1 1 1 0 0 1 1 1 1 1 1 0 

The price payable for each ordinary share under an option 

is not less than the closing price on the Stock Exchange 

Daily Official List on the date of grant. In normal 

circumstances, an option granted under the International 

Scheme may not be exercised earlier than three years after 

the date of grant. 

Participants are further incentivised by the grant of 

‘premium options’. These are options granted to reward 

commitment and good performance over a five year 

period. The first premium options will be granted in 2002. 

To qualify for the grant of a premium option the Group 

must have performed well over the preceding five years 

and each individual must not have realised free cash from 

the exercise of options granted in the previous five years 

and must have received on average at least 100% of his 

normal allocation over the preceding five years. Premium 

options will be granted over 20% of the number of 

shares subject to the individual’s initial grant of options 

under the scheme. 

Prior to 1997, options under the NV and PLC Executive 

Share Option Schemes were only granted if the 

Remuneration Committee was satisfied that there had 

been a sufficient improvement in the performance of the 

Group over the two to three years preceding the grant. 

The grant of options was discretionary. It was dependent 

on the Chairmen being satisfied that the grant was 

merited by the individual in the light of personal 

performance and potential for future contribution to the 

business. For the Boards, the Remuneration Committee 

had to be so satisfied. Options were phased in evenly over



a three year period. The maximum number of options 

depended on seniority. The maximum aggregate value of 

the exercise prices of options that could be held at any 

one time was four times appropriate salary. 

Under the terms of options to acquire ordinary shares in 

NV, some individuals may be or have been granted the 

right to elect to receive the equivalent cash value instead 

of receiving shares on the exercise of their options. 

This right is rescindable by the company (NV or a wholly 

owned subsidiary of NV) which granted such options, 

while they remain unexercised. It is the general intention 

of the company that this right will remain extended where 

it may be unduly disadvantageous to an individual not to 

have such a right. 

Under the terms of the PLC Unapproved Share Option 

Scheme (formerly the PLC Expatriate Share Option 

Scheme), PLC has the right to substitute the equivalent 

cash value for any individual’s right to acquire shares on 

the exercise of their options. It is not PLC’s intention to 

exercise this right except in circumstances where it may 

be unduly disadvantageous to an individual were it not 

to do so. Accordingly, no amount has been charged 

as a compensation expense during the year ended 

31 December 1999 in respect of this scheme. 

The PLC Sharesave Scheme covers all directors of PLC and 

employees of its United Kingdom subsidiaries meeting 

minimum service and United Kingdom taxation residence 

requirements. Participants to whom options have been 

granted make monthly contributions to a savings scheme 

approved by the United Kingdom Treasury for this 

purpose. At the end of five years the proceeds from the 

savings scheme may be applied to obtain ordinary shares 

of PLC at a price which is not less than 90% of the 

market value of the shares on a specified date within 

a thirty day period ending with the date on which the 

options were granted. 

The Unilever Savings Related Share Option Scheme 

(Ireland) operated in a similar manner to the PLC 

Sharesave Scheme for employees of Group companies 

in the Republic of Ireland. Following a change in the law, 

options are no longer granted under this scheme. 

All directors of NV and all employees of Unilever 

Nederland B.V. may participate in the share option scheme 

for employees in the Netherlands if they are on the payroll 

at the moment of grant. In respect of grants made in 

1995, 1996 and 1997 an employee also had to be a 

participant in the Save-As-You-Earn Scheme. For grants 

made in 1998 and subsequent years there was no 

requirement for employees to participate in the Save-As- 

You-Earn Scheme. The grant of share options takes place 

after a resolution to such effect has been adopted by the 

Board of Unilever Nederland B.V. The share options are 

granted at 100% of the market price at the moment of 

the grant. Options granted prior to 1998 can be exercised 

during a period of five years from the date of grant. 

Options granted in 1998 and subsequent years can only 

be exercised on the fifth anniversary of the grant date. 

In 1998 and 1999 each participant was granted an option 

to acquire 50 NV share s . 

Under the Unilever North America 1999 Employee Stock 

Purchase Plans, employees meeting minimum service 

requirements are granted options to purchase shares of 

NV at a special price, which is some 90% of the market 

price at the grant date, through a payroll deduction 

programme over a two year period. 

NV intends to meet the obligations under the NV options 

by transferring previously purchased shares to directors 

and employees as the options are exercised. Any excess of 

cost over option price in respect of shares acquired for this 

purpose, together with any movement in the market value 

above option price in respect of shares not yet acquired 

for this purpose, is charged against the results over the 

vesting period. During the year ended 31 December 1999 

the maximum amount of this charge which could be 

regarded as compensatory, should all individuals with a 

right to receive cash as an alternative to shares exercise 

such a right, was less than Fl. 15 million. 

De Doffer B.V., a wholly owned subsidiary of NV, has 

acquired such number of NV shares as will be sufficient 

to satisfy the obligations Unilever United States, Inc. has 

incurred so far under the Unilever North America 1992 

Stock Option Plan and the Unilever North American 1999 

Employee Stock Purchase Plan. The excess of cost over the 

option price with respect to the shares acquired for this 

purpose is charged against results for the period. 

In 1990, the Unilever Employee Share Trust was 

established to purchase and hold ordinary shares of PLC 

to satisfy options granted under the PLC 1985 Sharesave 

Scheme and the PLC 1985 Executive Share Option 

Schemes. In 1995 the Unilever Employee Share Trust 

(Jersey) was established for the same purpose, and in 

1997 the powers of this trust were extended to enable 

it to purchase and hold shares of NV to satisfy options 

granted under the Unilever PLC International 1997 

Executive Share Option Scheme.



At 31 December 1999, the Trusts together held 42 492 

210 ordinary shares. 

In March 1998 the Unilever Qualifying Employee Share 

Ownership Trust was established to purchase and hold 

ordinary shares of PLC to satisfy options granted under 

the PLC 1985 Sharesave Scheme. 

Options held by directors and employees to acquire 

ordinary shares of NV and PLC at 31 December 1999 are 

shown in note 20 on page 81. 

For convenience and ease of presentation, the information 

on the directors’ share options and notional options is 

presented together on the next page. 

Options to purchase securities from Registrant of subsidiaries 

Options over the following number of shares were granted, exercised, forfeited or expired between 31 December 1999 

and 28 April 2000. 

0005111011110000000000011 

Granted Exercised, forfeited or expired 

10001111111 10011101111 

Shares of 1.4p Shares of Fl. 1.12 Shares of 1.4p Shares of Fl. 1.12 

00000000111111101111111 1101111111 101111111 1111101111 

PLC Sharesave Plan – n/a 2 687 922 n/a 

PLC Option Plans 3 235 100 495 050 169 613 1 250 

NV Option Plans 6 569 800 1 008 850 – 121 836 

NV Sharesave Plan n/a – n/a 9 856 

0005111011110000000000011 

Granted Exercised, forfeited or expired 

0000000011111110111111111110111111 10111111111111101111 

Shares of 1.4p Shares of 1.4p 

in the form of in the form of 

American Shares of Fl. 1.12 American Shares of Fl. 1.12 

Depositary of the New York Depositary of the New York 

Receipts Registry Receipts Registry 

00000000111111101111111 1101111111 101111111 1111101111 

NA Option Plan 1 741 516 259 725 63 004 17 868 

NA Purchase Plan n/a – n/a 61 712 

0005111011110000000000011 

As at 28 April 2000 the directors and officers as a group held options to purchase the following ordinary shares: 

3 461 440 shares of 1.4p 

455 188 shares of Fl. 1.12 

194 828 shares of 1.4p in the form of American Depositary Receipts 

133 134 shares of Fl. 1.12 of the New York Registry



Options to acquire NV ordinary shares of Fl. 1.12 each and options to acquire PLC ordinary shares of 1.4p each were 

granted, exercised and held during 1999 as follows: 

0005111011110000000000011 

Options outstanding below Options outstanding above 

market price at end of year market price at end of year 

011111101111 0111111101111 

1 January 31 December Weighted Weighted 

Name Fl. 1/1.25p Granted (g) Exercised Fl. 1.12/1.4p Number average price Number average price 

000511101111 01111 11110 01111 01111 01111 011111 01111 

A Burgmans (a) 61 512 18 000 (2) 6 252 (6) 73 260 46 260 Fl. 64.42 27 000 Fl. 144.21 

(b) 122 50 (3) 0 172 72 Fl. 66.58 100 Fl. 133.64 

(c) 120 000 120 000 (4) 0 240 000 60 000 407p 180 000 593p 

(d) 2 904 0 0 2 904 0 0 2 904 594p 

N W A FitzGerald (a) 42 932 18 000 (2) 0 60 932 24 932 Fl. 84.37 36 000 Fl. 146.34 

(b) 50 50 (3) 0 100 0 0 100 Fl. 133.64 

(c) 635 392 120 000 (4) 0 755 392 515 392 315p 240 000 611p 

(d) 5 025 0 0 5 025 3 864 268p 1 161 594p 

R D Brown (a) 18 636 9 000 (2) 0 27 636 9 636 Fl. 91.95 18 000 Fl. 146.34 

(c) 166 180 60 000 (4) 0 226 180 106 180 364p 120 000 611p 

(d) 1 240 0 0 1 240 1 240 278p 0 0 

A C Butler (a) 25 450 11 250 (2) 0 36 700 14 200 Fl. 85.79 22 500 Fl. 146.34 

(b) 0 50 (3) 0 50 0 0 50 Fl. 140.27 

(c) 388 212 75 000 (4) 0 463 212 313 212 330p 150 000 611p 

(d) 4 652 0 0 4 652 4 652 371p 0 0 

P J Cescau (a) 20 250 (1) 0 0 20 250 0 0 20 250 Fl. 145.62 

(c) 135 000 (1) 0 0 135 000 0 0 135 000 605p 

(e) 45 000 (1) 0 0 45 000 45 000 US $ 38.84 0 0 

(f) 100 192 (1) 0 0 100 192 100 192 US $ 6.72 0 0 

A Kemner (a) 47 966 11 250 (2) 11 524 (7) 47 692 25 192 Fl. 73.54 22 500 Fl. 146.34 

(b) 122 50 (3) 0 172 72 Fl. 66.58 100 Fl. 133.64 

(c) 150 000 75 000 (4) 0 225 000 75 000 407p 150 000 611p 

(d) 6 440 0 0 6 440 6 440 268p 0 0 

R H P Markham (a) 51 082 11 250 (2) 0 62 332 39 832 Fl. 61.42 22 500 Fl. 146.34 

(b) 50 50 (3) 0 100 0 0 100 Fl. 133.64 

(c) 167 292 75 000 (4) 0 242 292 92 292 384p 150 000 611p 

(d) 0 3 283 (5) 0 3 283 0 0 3 283 514p 

J Peelen (a) 70 858 0 10 960 (8) 59 898 48 648 Fl. 66.80 11 250 Fl. 152.70 

(b) 122 50 (3) 0 172 72 Fl. 66.58 100 Fl. 133.64 

(c) 150 000 0 0 150 000 75 000 407p 75 000 668p 

(d) 5 025 0 0 5 025 3 864 268p 1 161 594p 

R M Phillips (a) 18 000 0 0 18 000 9 000 Fl. 94.30 9 000 Fl. 152.70 

(c) 457 928 0 0 457 928 397 928 315p 60 000 668p 

(e) 71 800 0 0 71 800 71 800 US $ 26.05 0 0 

000511101111 01111 11110 01111 01111 01111 011111 01111 

M Tabaksblat (a) 86 120 0 0 86 120 (9) 86 120 Fl. 63.96 0 0 

(c) 120 000 0 0 120 000 (9) 120 000 407p 0 0 

H Eggerstedt (a) 50 300 0 0 50 300 (9) 50 300 Fl. 62.53 0 0 

(c) 75 000 0 0 75 000 (9) 75 000 407p 0 0 

(d) 3 864 0 0 3 864 (9) 3 864 268p 0 0 

0005111011110000000000011 

(a) Number of NV shares the subject of options under the International Scheme. 

(b) NV Employee Share Option Scheme. 

(c) Number of PLC shares the subject of options under the International Scheme. 

(d) PLC 1985 Sharesave Scheme. 

(e) Number of NV New York shares the subject of options under the International Scheme. 

(f) Number of PLC shares the subject of options in the form of American Depositary Receipts under the International Scheme. 

(g) Granted in the year on the basis of earnings per share in the prior year. 

See also notes on page 59.



All share options are exercisable at a range of dates between 2000 and 2009 (see note 20 on page 81). No options 

lapsed unexercised during the year. The market price of the ordinary shares at the end of the year was for NV Fl. 120.78 

and US $ 54.44 and for PLC 456p and US $ 7.56, and the range during the year was between Fl. 107.98 and 

Fl. 163.07 and US $ 49.50 and US $ 88.25, and between 401p and 695p and US $ 6.45 and US $ 11.67 respectively. 

Options outstanding above and below the market prices at 31 December 1999 are set out in the table on page 58. 

Notes: 

1 1 1 1 1 0 0 1 1 1 1 1 1 0 1 1 1 0 0 1 1 1 1 1 1 0 

Number Market price 

of Exercise at date of 

Note shares price exercise 

0111 111011 11100 11100 

(1) On election as a director 

(2) all Fl. 139.95 

(3) all Fl. 140.27 

(4) all 555p 

(5) all 514p 

(6) 6 252 Fl. 48.00 Fl. 138.37 

(7) 1 876 Fl. 48.00 Fl. 138.35 

9 648 Fl. 48.70 Fl. 138.35 

(8) 1 876 Fl. 48.00 Fl. 138.35 

4 312 Fl. 48.70 Fl. 138.35 

4 772 Fl. 50.30 Fl. 140.49 

(9) On date of retirement 

1 1 1 1 1 0 0 1 1 1 1 1 1 0 1 1 1 0 0 1 1 1 1 1 1 0 

The exercise of all options under the NV Executive Share Option Scheme and North American Executive Stock Option 

Plan have always been satisfied by the transfer of shares purchased in the market at the time of the grant and held until 

exercise. The same practice has been adopted in respect of the PLC 1985 Sharesave and Executive Share Option 

Schemes for grants made from 1990 onwards and in respect of the NV Employee Share Option Scheme and the North 

American Employee Stock Purchase Plan from their inceptions during 1995. The Board has continued the same practice 

with the Unilever PLC International 1997 Executive Share Option Scheme. During 1999, 2 803 641 NV shares and 17 

732 079 PLC shares were purchased in the market in respect of options granted under these schemes, and 782 480 NV 

shares and 6 558 181 PLC shares to bring the number of shares back to the level before the share consolidation.

60 Unilever Annual Report on Form 20-F 1999 Financial Statements 

Statements of directors’ responsibilities 

Annual accounts 

The directors are required by Book 2 of the Civil Code in 

the Netherlands and the United Kingdom Companies Act 

1985 to prepare accounts for each financial year which 

give a true and fair view of the state of affairs of the 

Unilever Group, NV and PLC as at the end of the financial 

year and of the profit or loss for that year. 

The directors consider that in preparing the accounts the 

Group, NV and PLC have used appropriate accounting 

policies, consistently applied and supported by reasonable 

and prudent judgements and estimates, and that all 

accounting standards which they consider to be applicable 

have been followed, except as noted under ‘Accounting 

standards’ on page 62. 

The directors have responsibility for ensuring that NV 

and PLC keep accounting records which disclose with 

reasonable accuracy their financial position and which 

enable the directors to ensure that the accounts comply 

with the relevant legislation. They also have a general 

responsibility for taking such steps as are reasonably 

open to them to safeguard the assets of the Group 

and to prevent and detect fraud and other irregularities. 

This statement, which should be read in conjunction with 

the ‘Report of independent auditors’ set out on page 61, 

is made with a view to distinguishing for shareholders the 

respective responsibilities of the directors and of the 

auditors in relation to the accounts. 

Going concer n 

The directors continue to adopt the going concern basis 

in preparing the accounts. This is because the directors, 

after making enquiries and following a review of the 

Group’s budget for 2000 and 2001, including cash flows 

and borrowing facilities, consider that the Group has 

adequate resources to continue in operation for the 

foreseeable future. 

Internal control 

Unilever has a well established control environment, 

which is well documented and regularly reviewed. 

This incorporates internal control procedures which 

are designed to provide reasonable, but not absolute, 

assurance that assets are safeguarded and the risks facing 

the business are being controlled. The Boards of NV and 

PLC have also established a clear organisation structure, 

including delegation of appropriate authorities. The 

Group’s control environment is supported through a 

Code of Business Principles, which sets standards of 

professionalism and integrity for its operations worldwide. 

The Boards have overall responsibility for establishing key 

procedures designed to achieve a system of internal 

control and for reviewing its effectiveness. The day to day 

responsibility for implementation of these procedures and 

ongoing monitoring of risk and the effectiveness of these 

controls rests with the Group’s senior management at 

individual operating company and Business Group level. 

Business Groups, each of which have their own Risk 

Committees, review, on an ongoing basis, the risks 

faced by their group and the related internal control 

arrangements and provide written reports to the 

Corporate Risk Committee. This is comprised mainly of 

Board members and chaired by the Financial Director. The 

Corporate Risk Committee maintains oversight, on behalf 

of the Boards, of the controls in place to identify, evaluate 

and manage risk. It reports regularly to the Boards, which 

retain ultimate responsibility. 

Unilever’s corporate internal audit function plays a key role 

in providing an objective view and continuing assessment 

of the effectiveness of the internal control systems 

throughout Unilever to both operating management 

and the Boards. The Group has an independent Audit 

Committee, entirely comprised of Advisory Directors. 

This Committee meets regularly with corporate internal 

audit and the external auditors. 

Unilever has a comprehensive budgeting system with an 

annual budget approved by the Boards, which is regularly 

reviewed and updated. Performance is monitored against 

budget and the previous year through monthly and 

quarterly reporting routines. The Group reports to 

shareholders quarterly. 

Unilever’s system of internal control has been in place 

throughout 1999 and up to the date of this report, and 

complies with the recommendations of ‘Internal Control 

– Guidance for Directors on the Combined Code’, 

published by the Internal Control Working Party of the 

Institute of Chartered Accountants in England & Wales 

in September 1999.


Report of independent auditors 

Report of the auditors to the members of Unilever 

N.V. and Unilever PLC 

In our opinion the accounts and related schedule of the 

Unilever Group set out on pages 62 to 107, present fairly, 

in all material respects, the financial position of the 

Unilever Group at 31 December 1999 and 1998, and the 

results of its operations, total recognised gains and its 

cash flows for each of the three years in the period ended 

31 December 1999, in accordance with the general 

information on Accounting Standards and the accounting 

policies on pages 62 to 65. These accounts and related 

schedule are the responsibility of the Company’s 

management. Our responsibility is to express an opinion 

on these accounts and related schedule based on our 

audits. We conducted our audits in accordance with 

auditing standards generally accepted in the United 

Kingdom and the Netherlands, which are substantially the 

same as auditing standards generally accepted in the 

United States. These standards require that we plan and 

perform our audit to obtain reasonable assurance about 

whether the accounts are free of material misstatement. 

An audit includes examining on a test basis evidence 

supporting the amounts and disclosures in the accounts, 

assessing the accounting principles used and significant 

estimates made by management, and evaluating 

the presentation of the accounts. We believe that our 

audits provide a reasonable basis for the opinion 

expressed above. 

The accounting principles applied vary in certain 

significant respects from accounting principles generally 

accepted in the United States. The approximate effect 

of the major differences in the determination of net profit 

and capital and reserves are shown on page 106. 

PricewaterhouseCoopers N.V. PricewaterhouseCoopers 

Registeraccountants Chartered Accountants 

Rotterdam, The Netherlands and Registered Auditors 

London, England 

As auditors of Unilever N.V. As auditors of Unilever PLC 

7 March 2000 

A separate report on the accounts of the Unilever Group 

expressed in sterling is included in Unilever PLC’s Annual 

Report on Form 20-F for 1999.


Accounting information and policies 


Unilever 

The two parent companies, NV and PLC, operate as nearly 

as is practicable as a single entity (the Unilever Group, also 

referred to as Unilever or the Group). NV and PLC have 

the same directors and are linked by a series of 

agreements, including an Equalisation Agreement, which 

is designed so that the position of the shareholders of 

both companies is as nearly as possible the same as if they 

held shares in a single company. 

The Equalisation Agreement provides for both companies 

to adopt the same accounting principles and requires as 

a general rule the dividends and other rights and benefits 

(including rights on liquidation) attaching to each Fl. 12 

nominal of ordinary capital of NV to be equal in value at 

the relevant rate of exchange to the dividends and other 

rights and benefits attaching to each £1 nominal of 

ordinary share capital of PLC, as if each such unit of 

capital formed part of the ordinary capital of one and 

the same company. 

Basis of consolidation 

By reason of the operational and contractual arrangements 

re f e r red to above and the internal participating interests set 

out in note 20 on page 80, NV and PLC and their group 

companies constitute a single group under Netherlands 

and United Kingdom legislation for the purposes of 

presenting consolidated accounts. Accordingly, the 

accounts of the Unilever Group are presented by both NV 

and PLC as their respective consolidated accounts. These 

accounts are supplemented in notes 21 and 22 on page 

84 and note 34 on page 103 by additional information for 

the NV and PLC parts of the Group in which group 

companies are consolidated according to respective 

ownership. 

Companies legislation 

The consolidated accounts of the Unilever Group comply 

with Book 2 of the Civil Code in the Netherlands and the 

United Kingdom Companies Act 1985. The Company 

accounts, the notes to those accounts and the further 

statutory information given for each of NV and PLC 

comply with legislation in the Netherlands and the 

United Kingdom respectively. As explained under ‘Group 

companies’ on page 63, in order to give a true and fair 

view, the presentation of the consolidated capital and 

reserves differs from that specified by the United Kingdom 

Companies Act 1985. 

OECD Guidelines 

In preparing its annual accounts Unilever adheres to the 

disclosure recommendations of the OECD Guidelines for 

Multinational Enterprises. 

Accounting standards 

The accounts are prepared under the historical cost 

convention and comply in all material respects with 

applicable accounting principles in the Netherlands and 

with United Kingdom Accounting Standards. 

The accounting policies of the Unilever Group are set out 

on pages 63 to 65. Material variations from United States 

generally accepted accounting principles are set out on 

pages 106 and 107. 

United Kingdom Statement of Standard Accounting 

Practice Number 15 (SSAP 15) requires that no provision 

should be made for deferred taxation where it is probable, 

based on reasonable assumptions, that a liability will not 

crystallise. In this respect, SSAP 15 is not in agreement 

with Dutch law as currently applied. For this reason, 

and because of the Equalisation Agreement, full provision 

continues to be made for deferred taxation. The effects 

of this departure from SSAP 15 are shown in note 6 on 

page 73, note 18 on page 78 and note 30 on pages 90 

and 91. 

United Kingdom Urgent Issues Task Force Abstract 13 

(UITF 13) requires that NV or PLC shares held by employee 

trusts to satisfy options should be classified by the 

sponsoring company as fixed assets. Dutch law requires 

such shares to be accounted for within capital and 

reserves. In order to comply with Dutch law and the 

Equalisation Agreement, the requirements of UITF 13 

have not been followed. All shares held internally are 

accounted for in accordance with Dutch GAAP. The effects 

of this departure are shown in note 22 on page 84. 

United Kingdom Financial Reporting Standard 12 

‘Provisions, Contingent Liabilities and Contingent Assets’ 

became mandatory for all UK companies with accounting 

periods ending on or after 23 March 1999. The only 

material impact of the adoption of this standard was the 

reallocation of fixed asset write down provisions to 

depreciation as disclosed in note 9 on page 75. 

The Group has also adopted United Kingdom Financial 

Reporting Standard 13 ‘Derivatives and Other Financial 

Instruments: Disclosures’ and this has resulted in 

additional disclosure in notes 14 and 15 on pages 76 

and 77. 

United Kingdom Financial Reporting Standard 15 

‘Measurement of Tangible Fixed Assets’ was issued in 

1999. The adoption of this standard did not result in a 

material change.


Unilever Group Accounting information and policies 

The Group has decided not to adopt the fair value 

provisions of SFAS 123 ‘Accounting for Stock-Based 

Compensation’. The disclosure requirements of this 

standard are given in note 33 on pages 94 to 102. 

SFAS 133 ‘Accounting for Derivative Instruments and 

Hedging Activities’ as amended by SFAS 137 is effective 

for fiscal years beginning after 15 June 2000. The 

statement requires that an entity recognise all derivatives 

as either assets or liabilities in the statement of financial 

position and measure those instruments at fair value. 

It is not possible to quantify the impact of this standard 

on Unilever’s financial position or results of operations 

in advance. 

SOP 98-1 ‘Accounting for the Costs of Computer 

Software Developed and Obtained for Internal Use’ is 

effective for fiscal years beginning after 15 December 

1998. The SOP provides authoritative guidance on 

accounting for the costs of computer software developed 

or obtained for internal use and requires costs incurred in 

the application development stage to be capitalised and 

amortised over their expected useful lives. The adoption of 

SOP 98-1 did not have a material effect on Unilever’s 

financial position or results of operations. 

SOP 98-5 ‘Reporting on the costs of start up activities’, 

requires that costs for start up activities and organisation 

costs be expensed as incurred and is applicable to all 

financial statements for fiscal years beginning after 

15 December 1998. The adoption of SOP 98-5 did not 

have a material effect on Unilever’s financial position or 

results of operations. 

Group companies 

Group companies are those companies in whose share 

capital NV or PLC holds an interest directly or indirectly, 

and whose consolidation is required for the accounts to 

give a true and fair view. 

In order that the consolidated accounts should present 

a true and fair view, it is necessary to differ from the 

presentational requirements of the United Kingdom 

Companies Act 1985 by including amounts attributable 

to both NV and PLC shareholders in the capital and 

reserves shown in the balance sheet. The Companies Act 

would require presentation of the capital and reserves 

attributable to NV and PLC shareholders as minority 

interests in the respective consolidated accounts of NV 

and PLC. This presentation would not give a true and 

fair view of the effect of the Equalisation Agreement, 

under which the position of all shareholders is as nearly 

as possible the same as if they held shares in a 

single company. 

Net profit and profit of the year retained are presented 

on a combined basis on page 66, with the net profit 

attributable to NV and PLC shareholders shown separately. 

Movements in profit retained are analysed between those 

attributable to NV and PLC shareholders in note 21 on 

page 84. 

Foreign currencies 

Exchange differences arising in the accounts of individual 

companies are dealt with in their respective profit and loss 

accounts. Those arising on trading transactions are taken 

to operating profit; those arising on cash, current 

investments and borrowings are classified as interest. 

In preparing the consolidated accounts, the profit and loss 

account, the cash flow statement and all movements in 

assets and liabilities are translated at annual average rates 

of exchange. The balance sheet, other than the ordinary 

share capital of NV and PLC, is translated at year-end rates 

of exchange. In the case of hyper-inflationary economies, 

the accounts are adjusted to remove the influences of 

inflation before being translated. 

The ordinary share capital of NV and PLC is translated at 

the rate of £1 = Fl.12 contained in the Equalisation 

Agreement. The difference between this and the value 

derived by applying the year-end rate of exchange is taken 

to other reserves (see note 22 on page 84). 

The effects of exchange rate changes during the year on 

net assets at the beginning of the year are recorded as a 

movement in profit retained, as is the difference between 

profit of the year retained at average rates of exchange 

and at year-end rates of exchange. 

Goodwill and intangible assets 

No value is attributable to internally generated intangible 

assets. Goodwill (being the difference between the 

consideration paid for new interests in group companies, 

joint ventures and associated companies and the fair value 

of the Group’s share of their net assets at the date of 

acquisition) and identifiable intangible assets purchased 

after 1 January 1998 are capitalised and amortised in 

operating profit over the period of their expected useful 

life, up to a maximum of 20 years. Periods in excess of 

five years are used only where the directors are satisfied 

that the life of these assets will clearly exceed that period. 

Goodwill and intangible assets purchased prior to 

1 January 1998 were written off in the year of acquisition 

as a movement in profits retained.



On disposal of a business acquired prior to 1 January 

1998, purchased goodwill written off on acquisition is 

reinstated in arriving at the profit or loss on disposal. 

Tangible fixed assets 

Tangible fixed assets are stated at cost less depreciation. 

Depreciation is provided on a straight-line basis at 

percentages of cost based on the expected average useful 

lives of the assets. Estimated useful lives by major class of 

assets are as follows: 

Freehold buildings 33-40 years 

(no depreciation on freehold land) 

Leasehold land and buildings *33-40 years 

Plant and equipment 3-20 years 

Motor vehicles 3-6 years 

*or life of lease if less than 33 years 

Current cost information is given in note 9 on page 74. 

Fixed investments 

Joint ventures are undertakings in which the Group has 

a long-term participating interest and which are jointly 

controlled by the Group and one or more other parties. 

Associated companies are undertakings in which the 

Group has a participating interest and is able to exercise 

significant influence. 

Interests in joint ventures and associated companies are 

stated in the consolidated balance sheet at the Group’s 

share of their underlying net assets. 

Other fixed investments are stated at cost less any 

amounts written off to reflect a permanent diminution 

in value. 

Current assets 

Stocks are valued at the lower of cost and estimated 

net realisable value. Cost is mainly average cost, and 

comprises direct costs and, where appropriate, a 

proportion of production overheads. 

Debtors are stated after deducting adequate provision for 

doubtful debts. 

Current investments are liquid funds temporarily invested 

and are stated at their realisable value. The difference 

between this and their original cost is taken to interest in 

the profit and loss account. 

Retirement benefits 

The expected costs of providing retirement pensions under 

defined benefit plans, as well as the costs of other postretirement 

benefits, are charged to the profit and loss 

account over the periods benefiting from the employees’ 

services. Variations from expected cost are normally 

spread over the average remaining service lives of 

current employees. 

Contributions to defined contribution pension plans are 

charged to the profit and loss account as incurred. 

Liabilities arising under defined benefit plans are either 

externally funded or provided for in the consolidated 

balance sheet. Any difference between the charge to the 

profit and loss account in respect of funded plans and the 

contributions payable to each plan is recorded in the 

balance sheet as a prepayment or provision. 

Deferred taxation 

Full provision is made for deferred taxation, at the rates 

of tax prevailing at the year-end unless future rates have 

been enacted, on all significant timing differences arising 

from the recognition of items for taxation purposes in 

different periods to those in which they are included in 

the Group accounts. 

Provision is not made for taxation which would become 

payable if retained profits of group companies and joint 

ventures were distributed to the parent companies, as it 

is not the intention to distribute more than the dividends, 

the tax on which is included in the accounts. 

Derivative financial instruments 

The types of derivative financial instruments used by 

Unilever are described in note 29 on page 88 and in the 

Financial review on page 37. 

Changes in the value of forward foreign exchange 

contracts are recognised in the results in the same period 

as changes in the values of the assets and liabilities they 

are intended to hedge. Interest payments and receipts 

arising from interest rate derivatives such as swaps and 

forward rate agreements are matched to those arising 

from underlying debt and investment positions. 

Payments made or received in respect of the early 

termination of derivative financial instruments are spread 

over the original life of the instrument so long as the 

underlying exposure continues to exist.



Research and development 

Expenditure on research and development is charged 

against the profit of the year in which it is incurred. 

Turnover 

Group turnover comprises sales of goods and services 

after deduction of discounts and sales taxes. It includes 

sales to joint ventures and associated companies but does 

not include sales by joint ventures and associated 

companies or sales between group companies. 

Transfer pricing 

The preferred method for determining transfer prices for 

own manufactured goods is to take the market price. 

Where there is no market price, the companies concerned 

follow established transfer pricing guidelines, where 

available, or else engage in arm’s length negotiations. 

Trademarks owned by the parent companies and used by 

operating companies are, where appropriate, licensed in 

return for royalties or a fee. 

General services provided by central advisory departments, 

Business Groups and research laboratories are charged to 

operating companies on the basis of fees. 

Leases 

Lease payments, which are principally in respect of 

operating leases, are charged to the profit and loss 

account on a straight-line basis over the lease term, or 

over the period between rent reviews where these exist. 

Shares held by employee share trusts 

The assets and liabilities of certain PLC trusts, NV and 

group companies which purchase and hold NV and PLC 

shares to satisfy options granted are included in the Group 

accounts. The book value of shares held is deducted from 

capital and reserves, and trust borrowings are included in 

the Group’s borrowings. The costs of the trusts are 

included in the results of the Group. These shares are 

excluded from the basic earnings per share calculation.

Consolidated profit and loss account and 

Statement of total recognised gains and losses 


Consolidated profit and loss account for the year ended 31 December 

00000000000000001111 

Fl. million 

111500000 

1999 1998 1997 

00000000005111150 11150 11150 

Turnover 1 90 296 89 112 94 597 

Continuing operations 89 996 89 112 90 600 

Acquisitions 300 

Discontinued operations 3 997 

Operating costs 2 (80 814) (79 394) (87 034) 

11150 11150 11150 

Operating profit 1 9 482 9 718 7 563 

Continuing operations 9 495 9 718 7 049 

Acquisitions (13) 

Discontinued operations 514 

Operating profit before exceptional items – continuing businesses 10 076 9 442 8 849 

Profit on sale of discontinued speciality chemicals businesses 8 482 

Loss on disposal of fixed assets in continuing businesses (484) 

Income from fixed investments 10 114 82 85 

Interest 5 (30) 344 (230) 

11150 11150 11150 

Profit on ordinary activities before taxation 9 566 10 144 15 416 

Taxation on profit on ordinary activities 6 (3 017) (3 338) (4 185) 

11150 11150 11150 

Profit on ordinary activities after taxation 6 549 6 806 11 231 

Minority interests (443) (318) (308) 

11150 11150 11150 

Net profit 6 106 6 488 10 923 

Attributable to: NV 21 3 882 3 655 7 649 

PLC 21 2 224 2 833 3 274 

Dividends (2 787) (19 116) (2 292) 

Preference dividends (44) (15) (15) 

Dividends on ordinary capital 7 (2 743) (2 727) (2 277) 

Special dividend 7 (16 374) 

11150 11150 11150 

Profit of the year retained 3 319 (12 628) 8 631 

00000000000000001111 

Combined earnings per shar e 30 

Guilders per Fl. 1.12 (1997-98: Fl. 1) of ordinary capital 5.80 5.80 9.78 

Pence per 1.4p (1997-98: 1.25p) of ordinary capital 26.01 26.45 44.74 

On a diluted basis the figures would be: 


Pence per 1.4p (1997-98: 1.25p) of ordinary capital 25.36 25.80 43.68 

00000000000000001111 

See note 30 on page 90 for an explanation of the impact of the share consolidation on earnings per share. 

Statement of total recognised gains and losses for the year ended 31 December 

00000000000000001111 

Net profit 6 106 6 488 10 923 

Currency retranslation 837 (1 356) 728 

11150 11150 11150 

Total recognised gains since last annual accounts 6 943 5 132 11 651 

00000000000000001111 

The notes on pages 62 to 65, 69 to 104, 106 and 107 form part of these accounts. 

References relate to notes on pages 69 to 75, 84, 90 and 91. 

Accounting policies of the Unilever Group are set out on pages 62 to 65. 

Variations from United States generally accepted accounting principles and Regulation S-X are outlined on pages 106 and 107.

Consolidated balance sheet as at 31 December 


00000000000000001111 

Fl. million 

1115000 

1999 1998 

000000000051111150111150 11150 

Fixed assets 21 171 18 995 

Goodwill and intangible assets 8 1 418 626 

Tangible fixed assets 9 19 440 18 045 

Fixed investments 10 313 324 


Stocks 11 11 291 10 461 

Debtors 12 16 935 14 849 

Debtors due within one year 12 12 653 11 297 

Debtors due after more than one year 12 4 282 3 552 

Current investments 13 3 254 10 870 

Cash at bank and in hand 14 8 807 12 011 

11150 11150 

Total current assets 40 287 48 191 

Creditors due within one year (26 740) (39 614) 

Borrowings 15 (6 469) (5 123) 

Trade and other creditors 16 (20 271) (18 477) 


Net current assets 13 547 8 577 

11150 11150 

Total assets less current liabilities 34 718 27 572 

00000000000000001111 

Creditors due after more than one year 6 241 6 702 

Borrowings 15 4 084 5 023 

Trade and other creditors 16 2 157 1 679 

Provisions for liabilities and charges 10 097 9 507 

Pensions and similar obligations 17 7 296 6 509 

Deferred taxation and other provisions 18 2 801 2 998 

Minority interests 1 275 899 

Capital and reserves 19 17 105 10 464 

Attributable to: NV: Called up share capital 20 926 905 

Share premium account 3 076 52 

Other reserves 22 (802) (498) 

Profit retained 21 10 292 7 355 

150 11150 

13 492 7 814 

150 11150 

PLC: Called up share capital 20 489 489 

Share premium account 333 293 

Other reserves 22 (1 337) (958) 

Profit retained 21 4 128 2 826 

150 11150 

3 613 2 650 

Total capital employed 34 718 27 572 

00000000000000001111 

Capital and reserves include amounts relating to preference shares in NV which under United Kingdom Financial 

Reporting Standard 4 are classified as non-equity. Minority interests in group companies are substantially all equity 

interests. 


References relate to notes on pages 74 to 84. 

Commitments and contingent liabilities are shown in notes 23 and 24 on pages 84 and 85. 



Consolidated cash flow statement for the year ended 31 December 


00000000000000001111 

Fl. million 

1115011111501111150 

1999 1998 1997 

00000000005111150 11150 11150 

Cash flow from operating activities 26 12 460 9 948 12 249 

Continuing businesses 12 460 9 948 11 693 

Discontinued operations — — 556 

Dividends from joint ventures 61 53 58 

Returns on investments and servicing of finance 27 (344) 148 (808) 

Taxation (3 180) (2 779) (4 157) 

Capital expenditure and financial investment 27 (3 307) (3 083) (2 774) 

Acquisitions and disposals 27 (799) 744 13 749 

Dividends paid on ordinary share capital (2 791) (2 365) (2 062) 


11150 11150 11150 

Cash flow before management of liquid resources and financing (11 327) 2 666 16 255 

Management of liquid resources 27 12 509 (4 413) (14 122) 

Financing 27 (322) 92 (1 517) 

11150 11150 11150 

Increase/(decrease) in cash in the period 860 (1 655) 616 

00000000000000001111 

Reconciliation of cash flow to movement in net funds/(debt) 

00000000000000001111 

Net funds/(debt) at 1 January 28 12 735 10 625 (5 014) 

Increase/(decrease) in cash in the period 860 (1 655) 616 

Cash flow from decrease/(increase) in borrowings 332 (55) 1 612 

Cash flow from (decrease)/increase in liquid resources (12 509) 4 413 14 122 

11150 11150 11150 

Change in net funds resulting from cash flows (11 317) 2 703 16 350 

Borrowings within group companies acquired (63) (37) (63) 

Borrowings within group companies sold 10 7 292 

Liquid resources within group companies acquired 6 — 1 

Liquid resources within group companies sold — (4) (10) 

Non cash movements (465) (22) 72 

Currency retranslation 602 (537) (1 003) 

11150 11150 11150 

(Decrease)/increase in net funds in the period (11 227) 2 110 15 639 

11150 11150 11150 

Net funds/(debt) at 31 December 28 1 508 12 735 10 625 

00000000000000001111 


References relate to notes on pages 86 to 88. 



Notes to the consolidated accounts 


1 Segmental information 

000000000000000§01111 

Fl. million 

5010000000511 

1999 1998 1997 

110111101110 110 11011101110 

Continuing Continuing Discontinued 

operations Acquisitions Total Total operations operations (c) Total 

0000151101110110 1110 110 110 110 110 110 

Turnover (a)(b)(e) 

By geographical area: 

Europe 41 308 96 41 404 41 805 43 274 1 558 44 832 

North America 19 473 1 19 474 18 552 17 944 1 669 19 613 

Africa and Middle East 5 065 — 5 065 4 911 4 773 53 4 826 

Asia and Pacific 14 668 147 14 815 12 786 14 026 587 14 613 

Latin America 9 482 56 9 538 11 058 10 583 130 10 713 

110 1110 110 110 110 110 110 

89 996 300 90 296 89 112 90 600 3 997 94 597 

110 1110 110 110 110 110 110 

By operation: (c) 

Foods – Oil & dairy based foods and bakery 16 038 — 16 038 16 952 17 687 17 687 

– Ice cream and beverages 14 464 161 14 625 14 593 14 198 14 198 

– Culinary and frozen foods 14 437 83 14 520 14 840 15 331 15 331 

Home care and professional cleaning 20 018 47 20 065 19 422 19 350 19 350 

Personal care 23 514 9 23 523 21 971 21 802 21 802 

Other Operations 1 525 — 1 525 1 334 2 232 2 232 

Speciality Chemicals 3 997 3 997 

110 1110 110 110 110 110 110 

89 996 300 90 296 89 112 90 600 3 997 94 597 

110 1110 110 110 110 110 110 

Operating profit (a)(e) 

By geographical area before exceptional items: 

Europe 4 980 8 4 988 4 670 4 467 251 4 718 

North America 2 144 — 2 144 1 991 1 719 201 1 920 

Africa and Middle East 553 — 553 493 454 6 460 

Asia and Pacific 1 472 (17) 1 455 1 120 1 242 47 1 289 

Latin America 940 (4) 936 1 168 967 9 976 

110 1110 110 110 110 110 110 

Operating profit before exceptional items 10 089 (13) 10 076 9 442 8 849 514 9 363 

Exceptional items 4 (f) (594) — (594) 276 (1 800) — (1 800) 

110 1110 110 110 110 110 110 

Operating profit 9 495 (13) 9 482 9 718 7 049 514 7 563 

110 1110 110 110 110 110 110 

By operation before exceptional items: (c) 

Foods – Oil & dairy based foods and bakery 1 715 (1) 1 714 1 628 1 702 1 702 

– Ice cream and beverages 1 327 (20) 1 307 1 312 1 340 1 340 

– Culinary and frozen foods 1 449 11 1 460 1 464 1 133 1 133 

Home care and professional cleaning 1 883 (3) 1 880 1 983 1 711 1 711 

Personal care 3 479 — 3 479 2 812 2 723 2 723 

Other Operations 236 — 236 243 240 240 

Speciality Chemicals 514 514 

110 1110 110 110 110 110 110 

Operating profit before exceptional items 10 089 (13) 10 076 9 442 8 849 514 9 363 

Exceptional items 4 (f) (594) — (594) 276 (1 800) — (1 800) 

110 1110 110 110 110 110 110 

Operating profit 9 495 (13) 9 482 9 718 7 049 514 7 563 

110000000001 

(a) The analysis of turnover by geographical area is stated on the basis of origin. Turnover on a destination basis would not be materially different. 

Inter-segment sales between operational segments and between geographical areas are not material. For the United Kingdom and the Netherlands, 

the combined turnover was Fl. 10 996 million (1998: Fl. 10 846million, 1997: Fl. 12 557 million) and the combined operating profit was 

Fl. 1 589 million (1998: Fl. 2 916 million, 1997: Fl. 2 209 million). 

(b) Group share of the turnover of joint ventures was Fl. 628 million (1998: Fl. 445million, 1997: Fl. 381million) of which Fl. 200million 

(1998: Fl. 192 million, 1997: Fl. 87million) was in Europe. These figures are not included in the analysis above. 

(c) In July 1997 Unilever sold its international speciality chemicals businesses – National Starch and Chemical Company, Quest International, Unichema 

International and Crosfield. These operations were reported as discontinued in 1997. No other business disposal qualifies to be treated as 

‘Discontinued operations’ in these accounts. 

(d) Net operating assets are goodwill and intangible assets purchased after 1 January 1998, tangible fixed assets, stocks and debtors less trade and 

other creditors (excluding taxation and dividends) and less provisions for liabilities and charges other than deferred taxation, deferred purchase 

consideration and certain balances arising as a result of the sale of the speciality chemicals businesses. 1998 has been restated to include goodwill 

and intangible assets. 

(e) The results for Turkey, formerly reported under Africa and Middle East region, are reported within Europe from 1 January 1998. Results for 1997 

have been restated on the same basis. 

(f) 1998 included the profit on disposal of Plant Breeding International.

Unilever Group Notes to the consolidated accounts 

1 Segmental information (continued) 

0000000000000§0001111 

Fl. million 

5110511 

1999 1998 

0000000000000010 10 

Net operating assets (d)(e) 


Europe 7 572 7 187 

North America 4 399 3 831 

Africa and Middle East 1 794 1 542 

Asia and Pacific 3 304 2 825 

Latin America 3 350 3 019 

10 10 

20 419 18 404 

10 10 

By operation: (c)(d) 

Foods – Oil & dairy based foods and bakery 2 786 2 854 

– Ice cream and beverages 5 516 4 935 

– Culinary and frozen foods 3 414 2 991 

Home care and professional cleaning 4 715 4 046 

Personal care 3 641 3 213 

Other Operations 347 365 

10 10 

20 419 18 404 

0000000000000§0001111 

Additional segmental information as required by SFAS 131 

Unilever is organised as a matrix; accordingly segmental information is provided in accordance with SFAS 131 on the basis of product 

categories. For management reporting purposes Unilever uses a number of measures of segment performance at constant average 

rates of exchange (that is, the same rates as in the preceding year). The internal management measure of profit which is most 

consistent with operating profit reported in the accounts is ‘Trading Result’. This measure differs from operating profit, mainly because 

it includes depreciation on the basis of replacement cost, and a number of other adjustments, including the application of an inflation 

charge on working capital which is added back to arrive at operating profit, and certain other statistical items. Fixed assets are 

measured at depreciated replacement cost for management reporting purposes. 

0000000000000§0001111 

Fl. million 

00000000000511 

1999 1998 1997 

00001511011101110 11011101110 11011101110 

Exchange Exchange Exchange 

At constant rates At current At constant rates At current At constant rates At current 

1998 ratesadjustments 1999 rates 1997 rates adjustments 1998 rates 1996 rates adjustments 1997 rates 

000015110 110 110 110 110 110 110 110 110 

Turnover 

By operation: 

Foods – Oil & dairy based foods 

and bakery 16 187 (149) 16 038 17 196 (244) 16 952 16 614 1 073 17 687 

– Ice cream and beverages 14 657 (32) 14 625 14 987 (394) 14 593 13 134 1 064 14 198 

– Culinary and frozen foods 14 539 (19) 14 520 14 885 (45) 14 840 14 151 1 180 15 331 

Home care and professional cleaning 20 555 (490) 20 065 20 228 (806) 19 422 17 606 1 744 19 350 

Personal care 23 423 100 23 523 23 617 (1 646) 21 971 19 756 2 046 21 802 

Other Operations 1 529 (4) 1 525 1 480 (146) 1 334 1 932 300 2 232 

Speciality Chemicals 3 677 320 3 997 

110 110 110 110 110 110 110 110 110 

Total 90 890 (594) 90 296 92 393 (3 281) 89 112 86 870 7 727 94 597 

110 110 110 110 110 110 110 110 110 

Trading result 

By operation: 


and bakery 1 442 (12) 1 430 1 435 (31) 1 404 822 24 846 

– Ice cream and beverages 1 229 14 1 243 1 168 3 1 171 1 003 85 1 088 

– Culinary and frozen foods 1 115 21 1 136 1 286 — 1 286 574 79 652 

Home care and professional cleaning 1 791 (16) 1 775 1 890 (42) 1 848 1 320 125 1 445 

Personal care 3 338 2 3 340 2 997 (224) 2 773 2 271 205 2 476 

Other Operations 169 2 171 964 69 1 033 126 8 134 


110 110 110 110 110 110 110 110 110 

Total trading result 9 084 11 9 095 9 740 (225) 9 515 6 513 560 7 074 

110 110 110 110 110 110 

Other adjustments 387 203 489 

110 110 110 

Total operating profit 9 482 9 718 7 563 

110 110 110


1 Segmental information (continued) 

000000000000000§01111 

Fl. million 

00000000000511 

1999 1998 1997 

1011101110 11011101110 11011101110 

Exchange Exchange Exchange 

At constant rates At current At constant rates At current At constant rates At current 

1998 rates adjustments 1999 rates 1997 rates adjustments 1998 rates 1996 rates adjustments 1997 rates 

000015110 110 110 110 110 110 110 110 110 

Depreciation and amortisation charge 

By operation: 


and bakery 582 (4) 578 496 (6) 490 487 22 509 

– Ice cream and beverages 769 (2) 767 652 (24) 628 629 45 674 

– Culinary and frozen foods 441 2 443 446 (2) 444 419 39 458 

Home care and professional cleaning 621 (2) 619 595 (17) 578 532 69 601 

Personal care 541 4 545 468 (21) 447 419 55 474 

Other Operations 145 — 145 45 1 46 42 2 44 


10 110 110 110 110 110 110 110 110 

Total 3 099 (2) 3 097 2 702 (69) 2 633 2 719 247 2 966 

10 110 110 110 110 110 

Other adjustments (568) (565) (630) 

110 110 110 

Depreciation and amortisation charged to 

profit and loss account 2 529 2 068 2 336 

110 110 110 

Total assets 

By operation: 


and bakery 7 417 8 226 

– Ice cream and beverages 9 098 9 325 

– Culinary and frozen foods 7 200 8 233 

Home care and professional cleaning 10 625 10 003 

Personal care 9 522 9 041 

Other Operations 7 323 1 218 

110 110 

Total 51 185 46 046 

Corporate 14 599 24 350 

Other adjustments (4 326) (3 210) 

110 110 

Total assets 61 458 67 186 

110 110 

Capital expenditur e 

By operation: 


and bakery 408 (2) 406 464 11 475 409 14 423 

– Ice cream and beverages 811 (37) 774 907 (45) 862 762 48 810 

– Culinary and frozen foods 360 (17) 343 372 (1) 371 356 25 381 

Home care and professional cleaning 685 (4) 681 665 (40) 625 579 38 617 

Personal care 595 (5) 590 525 (28) 497 456 44 500 

Other Operations 80 1 81 99 (1) 98 65 5 70 


10 110 110 110 110 110 110 110 110 

Total 2 939 (64) 2 875 3 032 (104) 2 928 2 857 206 3 063 

10 110 110 110 110 110 110 110 110 

Geographic analysis 

Turnover: 

United Kingdom and Netherlands 10 864 132 10 996 10 602 244 10 846 10 987 1 570 12 557 

United States 16 906 713 17 619 16 464 348 16 812 15 360 2 337 17 697 

Other 63 120 (1 439) 61 681 65 327 (3 873) 61 454 60 523 3 820 64 343 

10 110 110 110 110 110 110 110 110 

Total 90 890 (594) 90 296 92 393 (3 281) 89 112 86 870 7 727 94 597 

10 110 110 110 110 110 110 110 110 

Fixed assets: 

United Kingdom and Netherlands 3 281 3 545 

United States 3 673 3 311 

Other 14 217 12 139 

110 110 

Total 21 171 18 995 

0000000000000§0001111


2 Operating costs 

000000§00 

Fl. million 

111011111050 

1999 1998 1997 

5110001110 1110 1110 

Cost of sales (49 010) (49 167) (52 358) 

Continuing operations (48 806) (49 167) (49 898) 


Discontinued operations (2 460) 

Distribution and selling costs (22 312) (21 752) (22 300) 



Discontinued operations (465) 

Administrative expenses (9 492) (8 475) (12 376) 



Discontinued operations (558) 

1110 1110 1110 

(80 814) (79 394) (87 034) 

1110 1110 1110 

Operating costs include: 

Staff costs 3 (12 842) (13 370) (14 091) 

Raw materials and packaging 

Amortisation of goodwill and 

(38 634) (39 008) (41 519) 

intangibles 

Depreciation of tangible 

(50) (17) — 

fixed assets (2 479) (2 051) (2 336) 

Advertising and promotions (11 779) (11 432) (11 545) 

Research and development 

*Lease rentals: 

(2 060) (1 828) (1 734) 

Plant and machinery (241) (280) (280) 

Other 

Remuneration of auditors: 

(819) (678) (663) 

Audit fees 

Payments to 

PricewaterhouseCoopers 

(27) (23) (23) 

for non-audit services (a) (77) (66) (46) 

(a) 

1110 1110 1110 

Non-audit services include due diligence work in respect of 

acquisitions and disposals Fl. 7 million (1998: Fl. 7 million, 1997: 

Fl. 5 million); tax compliance and advisory services Fl. 30 million 

(1998: Fl. 10 million, 1997: Fl. 8 million) and other general 

consultancy Fl. 40 million (1998: Fl. 49 million, 1997: 

Fl. 30million). Coopers & Lybrand were paid Fl. 19 million in 1997 

for services in connection with the sale of the speciality chemicals 

businesses. This amount was charged against the profit on disposal. 

*Lease rentals: 

Minimum lease payments (1 056) (967) (950) 

Contingent lease payments (25) (8) (9) 

1110 1110 1110 

(1 081) (975) (959) 

Less: Sub-lease income 21 17 16 

1110 1110 1110 

(1 060) (958) (943) 

00000000 

3 Staff costs and employees 

0§0000000 

Fl. million 

111011111050 

1999 1998 1997 

5110001110 1110 1110 

Staff costs: 

Remuneration of employees (10 794) (11 251) (11 771) 

Emoluments of directors 

as managers (24) (26) (26) 

Pension costs: 

Defined benefit schemes: 

Regular cost (651) (650) (733) 

Other (245) (245) (285) 

Amortisation of 

surpluses/deficits 32 534 626 651 

Defined contribution 

schemes (10) (35) (80) 

Post-retirement health benefits (129) (154) (111) 

Social security costs (1 523) (1 635) (1 727) 

Superannuation of former 

directors — — (9) 

1110 1110 1110 

Total staff costs (12 842) (13 370) (14 091) 

1110 1110 1110 

Details of the remuneration of directors which form part of these 

accounts are given in the following sections of the Remuneration 

report: ‘Directors’ pensions’ on pages 50 and 51; ‘Directors’ 

emoluments’ on page 52; ‘Share options’ on pages 54 to 59 and 

‘Advisory Directors’ on page 54. 

The average number of employees 

during the year was, in thousands: 

Europe 79 83 93 

North America 22 23 27 

Africa and Middle East 52 58 61 

Asia and Pacific 72 73 76 

Latin America 30 30 30 

1110 1110 1110 

255 267 287 

00000§000 

4 Exceptional items 

00000§000 

Included in operating profit 

Restructuring (512) (585) (1 492) 

Other including business 

disposals (82) 861 (308) 

1110 1110 1110 

(594) 276 (1 800) 

1110 1110 1110 


Europe (213) 398 (850) 

North America (278) 86 (808) 

Africa and Middle East 32 (3) (10) 

Asia and Pacific (40) (115) (61) 

Latin America (95) (90) (71) 

1110 1110 1110 

(594) 276 (1 800) 

1110 1110 1110 

By operation: 

Foods – Oil & dairy based 

foods and bakery (165) (154) (725) 

– Ice cream and 

beverages (111) (168) (248) 

– Culinary and 

frozen foods (263) (112) (465) 

Home care and 

professional cleaning (76) (135) (183) 

Personal care (81) (49) (177) 

Other Operations 102 894 — 

Speciality Chemicals — — (2) 

1110 1110 1110 

(594) 276 (1 800) 

1110 1110 1110 

These amounts are mainly included in administrative expenses. 

5110001110111110111110


4 Exceptional items (continued) 

0000000§0 

Exceptional items are those items within ordinary activities which, 

because of their size or nature, are disclosed to give a proper 

understanding of the underlying result for the period. These 

include restructuring charges associated with reorganising 

businesses (comprising impairment of fixed assets, costs of 

severance, and other costs directly attributable to the 

restructuring), and profits and losses on disposal of businesses. 

Provisions for impairment of fixed assets are recognised 

immediately the decision to reorganise is taken; provisions for 

other costs are taken when the obligation arises – normally on 

announcement; consequential costs within restructuring which 

arise in the ongoing business eg training, relocation and 

information technology, are recognised as they arise and are not 

normally treated as exceptional. 

On 22 February 2000, the Group announced a series of linked 

initiatives to align the organisation behind plans for accelerating 

growth and expanding margins. These initiatives are estimated to 

cost Fl. 11.0 billion over five years, most of which is expected to 

be exceptional restructuring costs. Provisions for these costs and 

asset write downs will be made as necessary consultations are 

completed and plans finalised. 

5110001110111110111110 

Fl. million 

111011111050 

1999 1998 1997 

5110001110 1110 1110 

Non-operating exceptional items 

Profit on sale of speciality 

chemicals businesses — — 8 482 

Loss on disposal of fixed assets — — (484) 

1110 1110 1110 

— — 7 998 

Of the above profit on sale of the speciality chemicals businesses 

Fl. 53 million is attributable to minority interests and is reported 

under this heading in the profit and loss account. 

00000000§ 

5 Interest 

00000000§ 

Interest payable and similar charges: 

Bank loans and overdrafts (350) (424) (306) 

Bonds and other loans (638) (424) (686) 

Interest receivable and 

similar income 929 1 187 857 

Exchange differences 29 5 (95) 

1110 1110 1110 

(30) 344 (230) 

000000§00 

6 Taxation on profit on ordinary activities 

000000§00 

Parent and group companies (a) (3 005) (3 333) (4 177) 

Joint ventures (12) (5) (8) 

1110 1110 1110 

(3 017) (3 338) (4 185) 

1110 1110 1110 

Of which: 

Tax on non-operating 

exceptional items — — (1 613) 

Tax on profit on sale of 

discontinued speciality 

chemicals businesses — — (1 771) 

Tax on loss on disposal of 

fixed assets in continuing 

businesses — — 158 

Adjustments to previous years 291 146 17 

6 Taxation on profit on ordinary activities (continued) 

0000000§0 

Fl. million 

111011111050 

1999 1998 1997 

5110001110 1110 1110 

(a) United Kingdom 

Corporation Tax at 30.0% 

(1998: 31.0%, 1997: 31.5%) (981) (803) (648) 

less: double tax relief 531 172 182 

plus: non-United Kingdom 

taxes (2 555) (2 702) (3 711) 

1110 1110 1110 

(3 005) (3 333) (4 177) 

1110 1110 1110 

Deferred taxation has been 

included on a full provision 

basis for: 

Accelerated depreciation 187 177 298 

Other 184 (125) 383 

1110 1110 1110 

371 52 681 

1110 1110 1110 

On a SSAP 15 basis the 

credit/(charge) for deferred 

taxation would be: 307 (87) 30 

Profit on ordinary activities after 

taxation on a SSAP 15 basis 

would be: 6 485 6 667 10 580 

1110 1110 1110 

Europe is Unilever’s domestic tax base. The reconciliation between 

the computed rate of income tax expense which is generally 

applicable to Unilever’s European companies and the actual rate 

of taxation charged, expressed in percentages of the profit of 

ordinary activities before taxation, excluding both the profit and 

the tax on the profit on non-operating exceptional items, is 

as follows: 

5110001110111110111110 

% 

111011111050 

1999 1998 1997 

5110001110 1110 1110 

Computed rate of tax 

(see below) 32 32 31 

Differences due to: 

Other rates applicable to 

non-European countries 2 1 2 

Incentive tax credits (2) (1) (1) 

Withholding tax on dividends 2 1 1 

Adjustments to previous years (3) (1) — 

Other 1 1 2 

1110 1110 1110 

Actual rate of tax 32 33 35 

1110 1110 1110 

In the above reconciliation, the computed rate of tax is the 

average of the standard rate of tax applicable in the European 

countries in which Unilever operates, weighted by the amount of 

profit on ordinary activities before taxation generated in each of 

those countries.


6 Taxation on profit on ordinary activities (continued) 

0000000§0 

Analyses of European and non-European profit on ordinary 

activities before taxation, and of the actual taxation charge 

thereon, are as follows: 

5110001110111110111110 

Fl. million 

111011111050 

1999 1998 1997 

5110001110 1110 1110 

Profit on ordinary activities 

before taxation 

Europe: 

Parent and group companies 5 173 5 845 7 212 

Joint ventures 27 12 24 

1110 1110 1110 

5 200 5 857 7 236 

1110 1110 1110 

Outside Europe: 

Group companies 4 312 4 230 8 146 

Joint ventures 54 57 34 

1110 1110 1110 

4 366 4 287 8 180 

1110 1110 1110 

Total 9 566 10 144 15 416 

1110 1110 1110 

Taxation on profit on 

ordinary activities 

Europe: 

Parent and group companies 

Taxes payable (1 675) (2 402) (1 972) 

Deferred taxation 283 237 300 

of which: 

Accelerated depreciation 209 262 90 

Other 74 (25) 210 


1110 1110 1110 

(1 402) (2 169) (1 677) 

1110 1110 1110 

Outside Europe: 

Group companies 

Taxes payable (1 701) (983) (2 888) 

Deferred taxation 88 (185) 383 

of which: 

Accelerated depreciation (22) (85) 207 

Other 110 (100) 176 


1110 1110 1110 

(1 615) (1 169) (2 508) 

1110 1110 1110 

Total (3 017) (3 338) (4 185) 

0000§0000 

7 Dividends on ordinary capital 

0000§0000 

Dividends on ordinary capital 

Interim (857) (831) (756) 

Normal final (1 886) (1 896) (1 521) 

Special final (a) (16 374) 

(a) Assuming all shareholders had elected to take the cash dividend, 

further details are set out in note 19 on page 79 and note 20 on 

page 80. 

0000§0000 

8 Goodwill and intangible assets (a) 

00000§000 

Fl. million 

11111050 

1999 

5110001110111110 

Cost 

1 January 641 

Acquisitions/disposals 731 

Currency retranslation 115 

1110 

31 December (b) 1 487 

1110 

Amortisation 

1 January 15 

Charged to profit and loss account 50 


1110 

31 December 69 

1110 

Net book value 31 December (b) 1 418 

1110 

(a) Arising on businesses purchased after 1 January 1998. 

(b) Of which identifiable intangibles have a net book value of 

Fl. 205 million and a cost of Fl. 220 million. 

§00000000 

9 Tangible fixed assets 

00§000000 

1999 1998 

5110001110111110 1110 

At cost less depreciation: 

Land and buildings (a) 6 019 5 631 

Plant and machinery 13 421 12 414 

1110 1110 

19 440 18 045 

1110 1110 

(a) includes: freehold land 722 675 

leasehold land 

(mainly long-term leases) 205 168 

1110 1110 

Approximate current replacement cost 

of tangible fixed asssets net of 

accumulated current cost depreciation 22 559 21 255 

1110 1110 

On current replacement cost basis the 

depreciation charge to the profit and 

loss account would have been 

increased by (559) (565) 

1110 1110 

Commitments for capital expenditure 

at 31 December 547 627 

1110 1110


9 Tangible fixed assets (continued) 

00§000000 

Fl. million 

111011111050 

Movements during 1999 Land and Plant and 

buildings machinery 

5110001110111110 1110 

Cost 

1 January 8 145 25 228 

Currency retranslation 623 1 742 

Capital expenditure 374 2 501 

Disposals (413) (2 355) 

Acquisition/disposal of 

group companies (101) (123) 

Other adjustments 20 (27) 

1110 1110 

31 December 8 648 26 966 

1110 1110 

Depreciation 

1 January 2 514 12 814 

Currency retranslation 169 809 

Disposals (283) (1 991) 

Acquisition/disposal of 

group companies (38) (289) 

Charged to profit and loss account (b) 259 2 220 

Other adjustments 8 (18) 

1110 1110 

31 December 2 629 13 545 

1110 1110 

Net book value 31 December 6 019 13 421 

1110 1110 

Includes payments on account and 

assets in course of construction 178 881 

1110 1110 

(b) Including a charge of Fl. 385million in respect of certain fixed assets 

written down to net realisable value in connection with restructuring 

projects. 

00§000000 

10 Fixed investments 

00§000000 

Fl. million 

111011111050 

1999 1998 

5110001110 1110 

Share of joint ventures: 

Assets 147 166 

Liabilities (72) (99) 

1110 1110 

Net assets 75 67 

Other fixed investments 238 257 

1110 1110 

313 324 

1110 1110 

Investments listed on a 

recognised stock exchange 51 25 

Unlisted investments 262 299 

1110 1110 

313 324 

1110 1110 

Market value of listed 

investments 82 62 

1110 1110 

Movements during the year: 

1 January 324 

Acquisitions/disposals — 


Additions/reductions (40) 

Share of profits of 

joint ventures 14 

1110 


1110 

10 Fixed investments (continued) 

00§000000 

Fl. million 

111011111050 

1999 1998 1997 

5110001110 1110 1110 

Income from fixed investments 

Share of joint ventures 

operating profit 93 67 50 

Share of interest and 

other income (12) — 7 

1110 1110 1110 

Share of joint ventures 

profit before taxation 81 67 57 

Income from other 

fixed investments 21 15 26 

Profit on disposal 12 — 2 

1110 1110 1110 

114 82 85 

00§000000 

11 Stocks 

00§000000 

Raw materials 

and consumables 4 619 4 508 

Finished goods and goods 

for resale 6 672 5 953 

1110 1110 

11 291 10 461 

00§000000 

12 Debtors 

00§000000 

Due within one year: 

Trade debtors 9 287 8 204 

Prepayments and accrued 

income 863 795 

Other debtors 2 503 2 298 

1110 1110 

12 653 11 297 

1110 1110 

Due after more than one year: 

Prepayments to funded 

pension schemes 17 1 350 1 258 

Deferred taxation 18 2 596 1 939 

Other debtors 336 355 

1110 1110 

4 282 3 552 

1110 1110 

Total debtors 16 935 14 849 

00§000000 

13 Current investments 

00§000000 

Listed 2 946 10 711 

Unlisted 308 159 

1110 1110 

3 254 10 870 

1110 1110 

Current investments includes short-term deposits, government 

securities and A- or higher rated money and capital market 

instruments. 

00§000000


14 Cash at bank and in hand 

Fl. million 

111050 

1999 1998 

5 1 1 0 0 0 1 1 1 0 0 0 0 0 § 0 0 0 1 1 0 1 111§1110 1110 

On call and in hand 3 032 2 047 

Repayment notice required 5 775 9 964 

1110 1110 

8 807 12 011 

1110 1110 

Interest rate profile and currency analysis of financial assets 

Taking into account the various interest rate swaps, forward rate agreements and forward foreign currency contracts entered into by 

the Group, the table below sets out the interest rate profile of the Group’s financial assets analysed by principal currency: 

00000000000000001111 

15 Borrowings 

00000000 

Fl. million 

111050 

1999 1998 

5110001110111110 1110 

Bank loans and overdrafts 4 551 4 064 

Bonds and other loans 6 002 6 082 

1110 1110 

10 553 10 146 

1110 1110 

The repayments fall due as follows: 

Within 1 year: 

Bank loans and overdrafts 4 063 3 686 


1110 1110 

Total due within one year 6 469 5 123 

1110 1110 

After 1 year but within 2 years 1 777 1 317 

After 2 years but within 3 years 105 1 648 

After 3 years but within 4 years 57 15 


After 5 years: By instalments 8 7 

Not by instalments 602 2 022 

1110 1110 

Total due after more than one year 4 084 5 023 

1110 1110 

Total amount repayable by instalments 

any of which are payable after five years 54 53 

1110 1110 

Secured borrowings – mainly 

bank loans and overdrafts 113 286 

1110 1110 

Of which secured against 

tangible fixed assets 61 99 

1110 1110 

Fixed rate Floating rate Total 

000511100 11150 11150 

Weighted Weighted 

average average 

Fl. million interest rate fixing period Fl. million Fl. million 

00000011111111150 11150 11150 11150 11150 

1999 

Sterling 177 5.3% 0.1 years 1 305 1 482 

USDollar — — — 2 042 2 042 

Euro 2 428 4.8% 1.0 years 3 829 6 257 

Other — — — 2 280 2 280 

11150 11150 11150 11150 11150 

Total 2 605 9 456 12 061 

11150 11150 11150 

1998 

Sterling 1 202 6.6% 1.1 years 3 256 4 458 

USDollar — — — 4 973 4 973 

Euro 6 547 5.1% 0.9 years 5 342 11 889 

Other — — — 1 561 1 561 

11150 11150 11150 11150 11150 

Total 7 749 15 132 22 881 

11150 11150 11150 

Interest on substantially all of the floating rate financial assets above is determined principally by reference to the 3 months LIBOR. 

In addition to the above, the Group has other fixed investments of Fl. 238 million (1998: Fl. 257 million) which are non-interest bearing 

and have no fixed repayment date. 

00000000000000001111 

15 Borrowings (continued) 

00000000 

Fl. million 

111050 

1999 1998 

5110001110111110 1110 

Bonds and other loans 

NV 

8% Notes 1999 (US $) — 375 

9% Bonds 2000 (NLG) (a) 486 485 

3 1 ⁄2% Bonds 2001 (Swiss Frs.) (b) 411 414 

5 1 ⁄8% Notes 2001 (Deutschmarks) (c) 337 338 

6% Notes 2001 (US $) (d) 440 375 

6 5 ⁄8% Notes 2001 (US $) (d) 550 469 

6 1 ⁄2% Bonds 2004 (NLG) (a) 351 350 

7 1 ⁄8% Bonds 2004 (French Frs.) (e) 503 504 

7 1 ⁄4% Bonds 2004 (US $) (d) 550 469 

6 5 ⁄8% Notes 2005 (US $) (d) 440 375 

Other 912 879 

1110 1110 

Total NV 4 980 5 033 

1110 1110


15 Borrowings (continued) 

0000§0000000000001111 

Fl. million 

111050 

1999 1998 

5 1 1 0 0 0 1 1 1 0 0 0 0 0 § 0 0 0 1 1 0 1 111§1110 1110 

Other group companies: 

United States 

9 1 ⁄4% Notes 2000 (d) 878 749 

Other 16 6 

Other loans 128 294 

1110 1110 

Total other group companies 1 022 1 049 

1110 1110 

Total bonds and other loans 6 002 6 082 

1110 1110 

Swapped into: 

(a) floating rate guilders (range 2.9%-3.2% at 31 December 1999) 

(b) floating rate guilders (3.1% at 31 December 1999) and United States dollars (5.8% at 31 December 1999) 

(c) floating rate Deutschmarks (3.0% at 31 December 1999) and fixed rate Canadian dollars (6.7%) 

(d) floating rate United States dollars (range 5.8%-7.5% at 31December 1999) 

(e) floating rate French francs (7.9% at 31 December 1999) 

Derivative financial instruments are used to swap portions of the fixed rate debt described above into floating rate debt. Further details 

are set out in note 29 on page 88. 

The average interest rate on short-term borrowings in 1999 was 9% (1998: 8%). 

The day to day financing needs of Unilever’s operating companies are met using short-term overdraft facilities, substantially all of 

which are uncommitted. In addition, at 31 December 1999 Unilever had committed borrowing facilities of Fl. 611 million, all of which 

mature within one year. 

Interest rate profile and currency analysis of financial liabilities 

Taking into account the various interest rate swaps, forward rate agreements and forward foreign currency contracts entered into by 

the Group, the table below sets out the interest rate profile of the Group’s financial liabilities analysed by principal currency: 

00000000000000001111 

Fixed rate Floating rate Total 

000511100 11150 11150 

Weighted Weighted 

average average 

Fl. million interest rate fixing period Fl. million Fl. million 

00000011111111150 11150 11150 11150 11150 

1999 

US Dollar — — — 3 325 3 325 

Euro 106 6.6% 5.5 years 4 523 4 629 

Sterling — — — 269 269 

Other 529 6.6% 3.0 years 1 801 2 330 

11150 11150 11150 11150 11150 

Total 635 9 918 10 553 

11150 11150 11150 

1998 

US Dollar 2 063 6.9% 3.5 years 1 861 3 924 

Euro 677 7.2% 5.5 years 3 191 3 868 

Sterling — — — 66 66 

Other 621 7.0% 2.5 years 1 667 2 288 

11150 11150 11150 11150 11150 

Total 3 361 6 785 10 146 

11150 11150 11150 

Interest on substantially all of the floating rate financial liabilities above is determined principally by reference to LIBOR. 

In addition to the above, the Group has preference shares denominated in guilders, which have no fixed repayment date. Details of the 

dividends payable on these preference shares are given in note 20 on page 80. 

00000000000000001111


16 Trade and other creditors 

0000§0000 

Fl. million 

111050 

1999 1998 

5110001110111110 1110 


Trade creditors 8 933 7 688 

Social security and sundry taxes 924 869 

Accruals and deferred income 4 618 4 040 

Taxation on profits 1 405 1 422 

Dividends (a) 1 970 1 872 

Others 2 421 2 586 

1110 1110 

20 271 18 477 

1110 1110 


Accruals and deferred income 301 272 

Taxation on profits 1 459 1 147 

Others 397 260 

1110 1110 

2 157 1 679 

1110 1110 

Total creditors 22 428 20 156 

1110 1110 

(a) Excludes the special dividend. 

0000§0000 

17 Pensions and similar obligations 

0000§0000 

These are predominantly long-term liabilities: 

Unfunded pension plans 4 829 4 681 

Funded pension plans (680) (990) 

Post-retirement health benefits 1 797 1 560 

1110 1110 

5 946 5 251 

Add asset balances reclassified as debtors 

after more than one year 12 1 350 1 258 

1110 1110 

7 296 6 509 

1110 1110 


1 January 5 251 


Profit and loss account 501 

Payments (a) (70) 

Acquisitions/disposals (15) 

Other adjustments 83 

1110 

31 December 5 946 

1110 

(a) Net of refunds received from pension funds totalling Fl. 587million. 

Further details of Unilever’s pension and post-retirement benefits 

are given in note 32 on pages 91 to 93. 

0000§0000 

18 Deferred taxation and other provisions 

0000§0000 

Fl. million 

111050 

1999 1998 

5110001110111110 1110 

Deferred taxation on: 

Accelerated depreciation 2 527 2 547 

Stock reliefs 153 126 

Pension and similar provisions (1 226) (1 016) 

Short-term and other timing differences (2 430) (2 305) 

1110 1110 

(976) (648) 

Less asset balances reclassified as debtors 

due after more than one year 12 2 596 1 939 

1110 1110 

1 620 1 291 

Restructuring provisions 800 1 216 

Other provisions 381 491 

1110 1110 

2 801 2 998 

1110 1110 

Movements in deferred taxation: 

1 January (648) 


Acquisition/disposal of group companies (2) 

Profit and loss account (371) 

1110 

31 December (976) 

1110 

On a SSAP 15 basis provision for 

deferred taxation would be: (404) (148) 

1110 1110 

Movements in restructuring provisions: 



Profit and loss account: 

new charges 438 

releases (130) 

Utilisation (742) 

1110 


1110 

Restructuring provisions include primarily 

provisions for severance costs in connection 

with business reorganisations which have 

been announced. 

Movements in other provisions: 

1 January 491 


Acquisition/disposal of group companies (1) 

Profit and loss account (34) 

Utilisation (110) 

1110 


0000§0000


19 Capital and reserves 

0000§0000 

Fl. million 

111011111050 

1999 1998 1997 

5110001110 1110 1110 


1 January 10 464 24 734 15 350 

Profit of the year retained 3 319 (12 628) 8 631 

Goodwill written back on 

the sale of speciality 

chemicals businesses — — 1 729 

Other goodwill movements 83 6 (1 606) 

Currency retranslation 774 (1 329) 701 

Change of book value of 

shares or certificates held 

in connection with share 

options (582) (319) (72) 

Issue of new shares under 

PLC share option schemes 2 — 1 

Issue of new NV preference 

shares 3 045 

1110 1110 1110 

31 December 17 105 10 464 24 734 

1110 1110 1110 

As required by United Kingdom 

Financial Reporting Standard 4 

capital and reserves can be 

analysed as follows: 

Equity: 

Ordinary capital 13 795 10 199 

Non-equity: 

7% Cumulative Preference 29 29 



10 cents Cumulative Preference 3 045 

1110 1110 

Total non-equity 3 310 265 

1110 1110 

17 105 10 464 

1110 1110 

Share capital and share premium 

On 9 June 1999 NV issued 211 473 785 cumulative preference 

shares to those shareholders who elected to receive shares 

instead of the special dividend. The 10 cents cumulative 

preference shares were issued at a notional value of Fl. 14.50 per 

share, which is equal to the amount of the special dividend, of 

which Fl. 14.40 was credited to the share premium account. 

Further details are set out in note 20 on page 80 and in the share 

premium account note on page 112. 

The issued share capital of NV increased by Fl. 21 million as a 

result of the issue of the 10 cents cumulative preference shares. 

NV share premium account increased by Fl. 3 024 million after 

charging issue costs of Fl. 21 million. 

A small number of PLC shares were allotted during the year 

under the PLC 1985 Executive Share Option Schemes. 

0000§0000


20 Called up share capital 

0000§0000000000001111 

Nominal Number Allotted, 

value of shares called up and 

Authorised per share allotted fully paid 

00111111111 000000051111 11 1111105 0051111 

1999 1998 1999 1998 

01111 0111 10111 0111 

Preferential share capital 

Fl. million NV Fl. million 

11110111110 11110111110 

75 75 7% Cumulative Preference Fl. 1 000 29 000 (a) 29 29 

200 200 6% Cumulative Preference Fl. 1 000 161 060 (a) 161 161 

75 75 4% Cumulative Preference Fl. 100 750 000 (a) 75 75 

65 10 cents Cumulative Preference Fl. 0.10 211 473 785 21 

01111 0111 10111 0111 

415 350 286 265 

01111 0111 10111 0111 

Ordinary share capital 

Fl. million NV Fl. million 

11110111110 11110111110 

1 120 Ordinary: (1999) Fl. 1.12 571 575 900 640 

1 000 (1998) Fl. 1 640 165 000 (a) 640 

2 2 Ordinary (Shares numbered 

1 to 2 400 – ‘Special Shares’) Fl. 1 000 2 400 (a) 2 2 

— — Internal holdings eliminated in consolidation (Fl. 1 000 shares) (2) (2) 

01111 0111 10111 0111 

1 122 1 002 640 640 

01111 0111 10111 0111 

Total NV share capital 926 905 

10111 0111 

£ million PLC £ million 

11110111110 11110111110 

136.2 Ordinary: (1999) 1.4p 2 911 458 580 40.8 

136.2 (1998) 1.25p 3 260 695 640 (b) 40.8 

(1997) 1.25p 3 260 613 800 (b) 

(1996) 1.25p 3 260 395 172 (b) 

0.1 0.1 Deferred £1 stock 100 000 (a) 0.1 0.1 

— — Internal holdings eliminated in consolidation (£1 stock) (0.1) (0.1) 

01111 0111 10111 0111 

136.3 136.3 Total PLC share capital 40.8 40.8 

01111 0111 10111 0111 

Guilder equivalent in millions (at Fl. 12 = £1) 489 489 

(a) The number of these shares in issue was the same for each of the years 1995 to 1998. 

(b) The increase in PLC ordinary shares and share premium account is due to the issue of shares under the PLC 1985 Executive Share Option Schemes. 

0000§0000000000001111 

The 7%, 6% and 4% preference shares of NV are entitled to dividends at the rates indicated. The 10 cents preference shares of NV 

are entitled to a dividend of 65% of the six months Euribor interest rate on their notional value of Fl. 14.50 each. A nominal dividend 

of 1 ⁄4% is paid on the deferred stock of PLC. 

The 4% cumulative preference capital of NV is redeemable at par at the Company‘s option either wholly or in part. The company has 

agreed that it will not buy back the 10 cents cumulative preference share capital of NV before 9 June 2004. At any time after this 

date, at the Company’s option, Fl. 14.40 of the notional value of the preference shares is convertible into ordinary NV shares and the 

remaining notional value is then redeemable. The Company expects to exercise the conversion right if any preference shares remain 

outstanding after 1 December 2004. The other classes of preferential share capital of NV and the deferred stock of PLC are not 

redeemable. 

Each shareholder of NV has one vote for each Fl. 0.10 of capital held of whatever class. Each shareholder of PLC has one vote for each 

1.4p of capital held. N.V. Elma and United Holdings Limited (see ‘Internal holdings’ on page 81) may not, by law, exercise any votes in 

general meetings of shareholders of NV, and United Holdings Limited may not exercise any votes in general meetings of PLC. 

In accordance with the Equalisation Agreement and the Articles of Association of NV and PLC, if either or both companies go into 

liquidation, the amounts available for distribution amongst shareholders are applied firstly to the repayment of preferential capital and 

arrears of dividends on preferential capital, and secondly to the distribution to ordinary shareholders of any reserves that have arisen 

under the Equalisation Agreement. Any remaining surplus is then pooled and distributed amongst the holders of ordinary shares of 

both companies such that the amount payable on each Fl. 12 nominal of ordinary capital of NV is equal at the relevant rate of 

exchange to the amount payable on each £1 nominal of ordinary capital of PLC. The holders of PLC‘s deferred stock are only entitled 

to repayment of capital. 

The reduction in the number of NV and PLC ordinary shares in issue during the year, and the change in the nominal values of the 

shares, arises from the consolidation of the ordinary share capitals, which together with the payment of a special dividend, was 

approved at the Annual General Meeting of each company on 4 May 1999. The consolidation of the NV ordinary shares was on the 

basis of 100 new shares of Fl. 1.12 each for every 112 existing shares of Fl. 1 each, and the consolidation of the PLC shares was on 

the basis of 100 new shares of 1.4p each for every 112 existing shares of 1.25p each. 

Under the arrangements for the variation of the Leverhulme Trust, shares in a group company have been issued which are convertible 

at the end of the year 2038 into a maximum of 207 500 000 ordinary shares of PLC.


20 Called up share capital (continued) 

0000§0000000000001111 

Internal holdings 

The ordinary shares numbered 1 to 2 400 (inclusive) in NV and deferred stock of PLC are held as to one half of each class by N.V. Elma 

– a subsidiary of NV – and one half by United Holdings Limited – a subsidiary of PLC. This capital is eliminated in consolidation. It 

carries the right to nominate persons for election as directors at general meetings of shareholders. The above mentioned subsidiaries 

have waived their rights to dividends on their ordinary shares in NV. 

The directors of N.V. Elma are NV and PLC, who with Mr A Burgmans and Mr N W A FitzGerald, are also directors of United Holdings 

Limited. 

Share options 

Options granted to directors and employees to acquire ordinary shares of NV and PLC and still outstanding at 31 December 1999 were 

as set out in the following table. The number of share options outstanding did not change as a result of the share consolidation. 

000000000000111111111501111150 

Number Range of option Date normally 

of shares prices per share exercisable 

0000000001111 000111 000111 

NV Executive Share Option Scheme 303 152 €22.82–€25.69 2000 

(Shares of Fl. 1.12) 477 716 €26.55–€32.49 2000–2001 

336 448 €42.79 2000–2002 

530 026 €64.98–€69.29 2000–2003 

1 131 315 €63.50 2000–2009 

(Shares of 1.4p) 2 224 588 £4.07 2000–2002 

3 490 157 £6.09–£6.68 2000–2003 

7 378 275 £5.55 2000–2009 

0000000001111 000111 000111 

North American Executive Stock Option Plan 43 000 US $ 25.69 2000–2002 

(Shares of Fl. 1.12 of the New York Registry) 117 236 US $ 26.81 2000–2003 

225 398 US $ 25.67 2000–2004 

293 366 US $ 31.60–US $ 31.95 2000–2005 

413 140 US $ 33.89 2000–2006 

317 420 US $ 48.74 2000–2007 

260 023 US $ 76.69 2000–2008 

293 888 US $ 69.19 2000–2009 

(Shares of 1.4p in the form of American Depositary Receipts) 2 122 188 US $ 6.72 2000–2007 

1 740 116 US $ 10.85 2000–2008 

1 968 176 US $ 9.30 2000–2009 

0000000001111 000111 000111 

PLC 1985 Executive Share Option Schemes 29 264 £1.84 2000 

(Shares of 1.4p) 254 840 £2.07–£2.27 2000–2001 

324 316 £2.54–£2.62 2000–2002 

991 355 £2.54–£2.83 2000–2003 

1 568 052 £2.83–£2.98 2000–2004 

2 149 600 £3.07–£3.08 2000–2005 

749 460 £3.43–£4.07 2000–2006 

6 620 £4.53 2000–2007 

282 976 £6.68–£6.79 2001–2007 

550 506 £5.55 2002–2009 

0000000001111 000111 000111 

PLC International 1997 Executive Share Option Scheme 209 276 €42.79 2000–2006 

(Shares of Fl. 1.12) 1 436 €49.63 2000–2007 

325 916 €69.29–€73.97 2001–2007 

541 373 €63.50 2002–2009 


2 656 £4.53 2000–2007 

1 853 054 £6.68–£6.79 2001–2007 

3 017 619 £5.55 2002–2009 

0000000001111 000111 000111 

NV Employee Share Option Scheme 43 970 €23.08 2000 

(Shares of Fl. 1.12) 56 753 €31.19 2000–2001 

58 766 €42.99 2000–2002 

259 199 €57.63 2003 

272 150 €63.65 2004 

0000000001111 000111 000111 

North American Employee Stock Purchase Plan 

(Shares of Fl. 1.12 of the New York Registry) 633 913 US $ 52.43 2000–2001 

0000000001111 000111 000111 

PLC 1985 Sharesave Scheme 127 864 £2.29 2000 


5 883 004 £2.78 2001–2002 

8 325 975 £3.71 2002–2003 

5 107 309 £5.94 2003–2004 

6 046 903 £5.14 2004–2005 

0000000001111 000111 000111



0000§0000000000001111 

Options granted to directors and employees to acquire ordinary shares of NV and PLC which were exercised during the years ended 

31 December 1997, 1998 and 1999 were as follows: 

0000§0000000000001111 

Exercised Exercised Exercised 

In 1997 in 1998 in 1999 

51110 51110 51110 

Date Option price Number of Number of Number of 

granted per share shares shares shares 

000000115511000 51110 51110 51110 

NV Executive Share Option Scheme 1992 Fl. 46.25 90 728 — — 

(Shares of Fl. 1.12) 1992 Fl. 46.80 59 068 — — 

1993 Fl. 49.28 167 944 65 300 — 

1993 Fl. 55.35 38 796 8 632 — 

1994 Fl. 48.00 268 804 118 160 91 884 

1994 Fl. 48.70 31 508 48 072 23 528 

1994 Fl. 51.27 33 356 — 8 120 

1995 Fl. 50.30 30 656 161 740 51 148 

1995 Fl. 56.63 27 140 63 060 49 360 

1996 Fl. 58.52 8 228 11 908 108 628 

1996 Fl. 71.62 3 040 13 172 2 208 

1997 Fl. 94.30 — 200 8 776 

(Shares of 1.4p) 1997 £4.07 — 1 320 58 352 

000000115511000 51110 51110 51110 

North American Executive Stock Option Plan 1992 US $ 25.69 77 400 33 000 5 800 

(Shares of Fl. 1.12 of the New York Registry) 1993 US $ 26.81 125 916 61 892 5 300 

1994 US $ 25.67 186 872 76 308 3 718 

1995 US $ 31.95 161 585 92 337 3 516 

1996 US $ 33.89 133 660 22 200 4 800 

1997 US $ 48.74 — 6 065 799 

(Shares of 1.4p in the form of 

American Depositary Receipts) 1997 US $ 6.72 — 40 552 5 356 

000000115511000 51110 51110 51110 

PLC 1985 Executive Share Options Schemes 1988 £1.09 114 832 — — 

(Shares of 1.4p) 1989 £1.34 35 376 43 140 — 

1990 £1.62 68 420 38 700 81 348 

1990 £1.66 — — 46 840 

1991 £1.84 233 848 58 896 57 336 

1991 £1.83 214 612 15 368 20 840 

1991 £2.07 125 748 — 33 612 

1992 £2.27 829 128 182 112 103 072 

1992 £2.62 163 420 47 596 15 236 

1993 £2.54 502 620 134 856 154 496 

1993 £2.78 85 404 20 092 — 

1994 £2.83 113 944 113 164 171 780 

1994 £2.54 1 038 684 247 552 111 693 

1994 £2.83 61 184 140 984 — 

1995 £2.98 2 752 347 944 126 492 

1995 £3.07 10 812 153 424 — 

1996 £3.08 — 115 420 123 324 

1996 £3.43 — 66 148 — 

000000115511000 51110 51110 51110 

PLC International 1997 Executive 1997 Fl. 94.30 — 2 400 6 140 

Share Option Scheme 1998 Fl. 152.70 — — 160 

(Share of Fl. 1.12) 1999 Fl. 139.94 — — 4 900 

(Shares of 1.4p) 1997 £4.07 — 16 000 40 600 

000000115511000 51110 51110 51110 

NV Employee Share Option Scheme 1995 Fl. 50.87 47 414 9 760 17 296 

(Shares of Fl. 1.12) 1996 Fl. 68.75 49 022 12 282 12 311 

1997 Fl. 94.75 7 080 15 261 9 629 

1998 Fl. 127.00 — 1 892 9 763 

1999 Fl. 140.27 — — 4 601 

000000115511000 51110 51110 51110 

PLC 1985 Sharesave Scheme 1991 £1.46 789 884 — — 

(Shares of 1.4p) 1992 £1.82 11 912 048 487 891 — 

1993 £2.28 636 079 5 160 748 190 561 

1994 £2.29 380 839 586 407 3 556 228 

1995 £2.68 484 543 590 956 383 370 

1996 £2.78 399 239 317 218 187 593 

1997 £3.71 1 552 49 281 176 932 

1998 £5.94 — 35 26 634 

000000115511000 51110 51110 51110



0000§0000000000001111 

Exercised Exercised Exercised 

In 1997 in 1998 in 1999 

51110 51110 51110 

Date Option price Number of Number of Number of 

granted per share shares shares shares 

000000115511000 51110 51110 51110 

Unilever Savings Related Share Option 

Scheme (Ireland) (Shares of 1.4p) 1991 Ir£2.19 432 192 — — 

000000115511000 51110 51110 51110 

North American Employee Stock Purchase Plan 

(Shares of Fl. 1.12 of the New York Registry) 1995 US $ 28.89 969 724 — — 

1997 US $ 47.83 — — 701 897 

000000115511000 51110 51110 51110 

All numbers of shares, and their option prices, have been adjusted to reflect the sub-division of each share into four shares, on 

13 October 1997, each option having an option price one fourth of the previous option price. 

To satisfy options granted under NV share option schemes and under North American stock option/purchase plans, certain group 

companies hold certificates or depositary receipts of ordinary shares of NV and of PLC. At 31 December 1999 there were options 

outstanding to purchase 6 066 879 Fl. 1.12 ordinary NVshares (1998: 9 670 233 Fl. 1 ordinary NV shares), and 18 923 500 1.4p 

ordinary PLC shares (1998: 4 949 657 1.25p ordinary PLC shares) in respect of these schemes and plans. 

To satisfy options granted under the share option schemes in the United Kingdom, trusts in Jersey and the United Kingdom purchase 

and hold PLC shares. The book value of these shares, together with the borrowings of the trusts, is taken up in the entity accounts of 

PLC, as required by UITF Abstract 13. The trustees of these trusts have agreed, until further notice, to waive dividends on these shares, 

save for the nominal sum of 0.01p per 1.4p ordinary share. At 31 December 1999 there were options outstanding to purchase 

1 078 001 Fl. 1.12 ordinary NV shares (1998: 546 328 Fl. 1 ordinary NV shares), and 43 905 600 1.4p ordinary PLC shares 

(1998: 42 720 873 1.25p ordinary PLC shares) in respect of these schemes. 

At 31 December 1998 the Jersey trust held ordinary shares of NV for the purposes of share option schemes in the United Kingdom. 

During 1999 its holding of NV shares was sold to NV, subject to an agreement to reacquire the shares at book value when needed to 

satisfy the exercise of the options. As a result the shares became NV ‘treasury’ shares, on which no dividend is payable. 

The book value of all shares held in respect of stock option schemes is eliminated on consolidation by deduction from other reserves 

(see note 22 on page 84). 

By PLC trusts By NV/Group companies 

51110111511110 511101511110 

1999 1998 1999 1998 

0000000011111511110 51110 51110 51110 

Number of ordinary PLC shares held (1999: 1.4p, 1998: 1.25p) 42 492 210 39 623 389 19 031 246 9 750 637 

Number of ordinary NV shares held (1999: Fl. 1.12, 1998: Fl. 1) — 551 802 7 225 674 5 152 836 

Book value of shares held Fl. million 638 537 1 196 593 

Market value of shares held Fl. million 605 859 1 144 1 032 

5111110 51110 51110 51110 

At 31 December 1999 the exercise price of 31 435 091 PLC options and 4 247 803 NV options was above market price. These shares 

are accounted for in accordance with Dutch law. Any difference between the book value of the shares and the proceeds received 

when the shares are sold will be dealt with in reserves. Any difference between the cost of the shares and the exercise price of the 

related options is charged to the profit and loss account. 

Movements during 1998 and 1999 in the options granted to directors and employees were as follows: 

Outstanding Outstanding 

1 January Granted Exercised Forfeited 31 December 

5111105111105111105111105111 51110 51110 51110 51110 

1998 

NV Shares of Fl. 1 5 063 995 1 412 328 823 641 156 697 5 495 985 

PLC Shares of 1.25p 52 225 599 13 830 163 8 975 804 4 688 852 52 391 106 

5111105111105111105111105111 51110 51110 51110 51110 

1999 

NV Shares of Fl. 1.12 5 495 985 2 886 190 1 134 282 103 013 7 144 880 

PLC Shares of 1.4p 52 391 106 19 193 476 5 671 715 3 083 767 62 829 100 

5111105111105111105111105111 51110 51110 51110 51110 

No options expired during 1998 or 1999. 

0000§0000000000001111


21 Profit retained 

0000§0000000000001111 

Fl. million 

00111500111115011111150 

NV PLC 

1110111110111110 11110111110111110 

1999 1998 1997 1999 1998 1997 

000000005111 0111 0111 10111 0111 0111 

Net profit 3 882 3 655 7 649 2 224 2 833 3 274 

Preference dividends (44) (15) (15) — — — 

Normal dividends on ordinary capital (1 562) (1 594) (1 415) (1 181) (1 133) (862) 

Special dividend (9 282) (7 092) 

0111 0111 0111 10111 0111 0111 

Profit of the year retained 2 276 (7 236) 6 219 1 043 (5 392) 2 412 

Goodwill written back on sale of speciality 

chemicals businesses 1 318 411 

Other goodwill movements 54 (181) (1 571) 29 187 (35) 

Currency retranslation 607 (747) 563 230 (609) 165 

0111 0111 0111 10111 0111 0111 

Net movement during the year 2 937 (8 164) 6 529 1 302 (5 814) 2 953 

Profit retained – 1 January 7 355 15 519 8 990 2 826 8 640 5 687 

0111 0111 0111 10111 0111 0111 

Profit retained – 31 December 10 292 7 355 15 519 4 128 2 826 8 640 

0111 0111 0111 10111 0111 0111 

Of which retained by: 

Parent companies 4 782 2 388 6 118 3 208 1 929 2 989 

Other group companies 5 495 4 965 9 418 918 893 5 650 

Joint ventures 15 2 (17) 2 4 1 

0111 0111 0111 10111 0111 0111 

10 292 7 355 15 519 4 128 2 826 8 640 

0111 0111 0111 10111 0111 0111 

Cumulative goodwill written off (14 467) (14 521) (14 340) (6 075) (6 104) (6 291) 

0000§0000000000001111 

22 Other reserves 

0000§0000000000001111 

Adjustment on translation of PLC‘s ordinary capital at 

£1 = Fl. 12 — — — (345) (362) (353) 

Capital redemption reserve — — — 40 36 38 

Book value of shares or certificates held in connection 

with share options (a) (802) (498) (378) (1 032) (632) (490) 

110111 0111 0111 10111 0111 0111 

(802) (498) (378) (1 337) (958) (805) 

110111 0111 0111 10111 0111 0111 

(a) Under UITF 13 these shares would be classified as fixed assets. 

00000000000000001111 

23 Commitments 

0000§0000000000001111 

1999 1998 1997 

0000000000001111511111 0111 0111 

Long-term lease commitments under operating leases in respect of: 

Land and buildings 2 704 2 661 2 584 

Other tangibles fixed assets 969 943 1 177 

10111 0111 0111 

3 673 3 604 3 761 

10111 0111 0111 

The commitments fall due as follows: 

Within 1 year 729 708 712 

After 1 year but within 2 years 586 603 603 




After 5 years 1 083 1 040 1 176 

10111 0111 0111 

3 673 3 604 3 761 

10111 0111 0111 

Other commitments 563 553 346 

Of which payable within one year 153 187 246 

0000§0000000000001111


24 Contingent liabilities 

0000§0000000000001111 

Contingent liabilities amounting to Fl. 399 million (1998: Fl. 450 million) arise from guarantees. These guarantees are not expected to 

give rise to any material loss. Guarantees given by parent or group companies relating to liabilities included in the consolidated accounts 

are not included. 

Other contingent liabilities arise in respect of litigation against companies in the Group, investigations by competition authorities and 

obligations under environmental legislation in various countries. These are not expected to give rise to any material loss. 

0000§0000000000001111 

25 Acquisition and disposal of group companies 

0000§0000000000001111 

The net assets and results of acquired businesses are included in the consolidated accounts from their respective dates of acquisition. 

The following table sets out the effect of acquisitions of group companies in 1999 on the consolidated balance sheet. Acquisition 

accounting has been applied in all cases. 

0000§0000000000001111 

Fl. million 

111111111500111115011111150 

Balance sheets Adjustments to Fair values 

of acquired align accounting at date of 

businesses policies Revaluations acquisition 

00000000001111 011115 011115 011115 

Acquisitions 

Intangible assets 40 (12) — 28 

Fixed assets 206 (5) 16 217 

Current assets 180 — (3) 177 

Creditors (41) (2) — (43) 

Provisions for liabilities and charges: 

Pensions and similar obligations (1) (1) — (2) 

Deferred taxation 1 1 (5) (3) 

Other provisions (2) — 2 — 

Minority interests — 22 (2) 20 

05 011115 011115 011115 

Total net assets acquired 383 3 8 394 

05 011115 011115 011115 

Fl. million 

5011111501111150 

1999 1998 1997 

0000000000001111 11150 11150 

Acquisitions 

Net assets acquired 394 109 1 048 

Goodwill arising 707 493 — 

Goodwill written off (a) — 181 2 000 

05 11150 11150 

Consideration 1 101 783 3 048 

05 11150 11150 

Of which: 

Cash 27 1 064 747 2 941 

Cash balances of businesses acquired 27 (43) (35) (65) 

Current investments, cash deposits and borrowings of businesses acquired 57 38 62 

Non cash and deferred consideration 23 33 110 

05 11150 11150 

(a) Adjustments to goodwill on acquisitions made before 1 January 1998. 

0000§0000000000001111


25 Acquisition and disposal of group companies (continued) 

0000§0000000000001111 

Fl. million 

00000000051 

1999 1998 1997 

05111 01115 511111115115111111151105111 

Speciality 

chemicals 

Total Total businesses Other Total 

000000511101115 01115 0115 5111111115 015111 

Disposals 

Intangible assets 4 — — — — 

Fixed assets 114 161 3 951 591 4 542 

Current assets 101 102 3 069 792 3 861 

Creditors (45) (46) (1 141) (384) (1 525) 

Provisions for liabilities and charges: 

Pensions and similar obligations (17) (3) (365) (145) (510) 

Deferred taxation (5) (3) (432) 3 (429) 

Other provisions (1) 16 214 63 277 

Minority interests 20 (33) 27 (1) 26 

01115 01115 511111115 5111111115 051111 

Net assets sold 171 194 5 323 919 6 242 

Attributable goodwill 83 187 1 730 394 2 124 

Profit on sale attributable to Unilever 40 1 079 8 419 (95) 8 324 

01115 01115 0115 5111111115 51111111115 

Consideration 294 1 460 15 472 1 218 16 690 

01115 01115 0115 5111111115 105111 

Of which: 

Cash 27 270 1 460 15 257 1 126 16 383 

Cash balances of businesses sold 27 7 4 (77) 93 16 

Current investments, cash deposits and borrowings of 

businesses sold 10 (4) 292 (1) 291 

Non cash and deferred consideration 7 — — — — 

0000§0000000000001111 

26 Reconciliation of operating profit to operating cash flows 

0000§0000000000001111 

Fl. million 

000000051 

1999 1998 1997 

05111 0511 000511 

Continuing Discontinued 

Total Total businesses operations 

0000005111011151101115 0115 01115 01115 

Operating profit 9 482 9 718 7 049 514 

Depreciation and amortisation 2 529 2 068 2 188 148 

Changes in working capital: 

Stocks 41 (940) 259 (8) 

Debtors (373) (493) (331) (151) 

Creditors 587 386 901 (29) 

Pensions and similar provisions less payments 400 116 (7) 17 

Restructuring and other provisions less payments (417) (101) 1 258 57 

Other adjustments 211 (806) 376 8 

01115 0115 01115 05111 

Cash flow from operating activities 12 460 9 948 11 693 556 

01115 0115 01115 05111 

In 1999 a charge of Fl. 594 million was booked in operating profit for exceptional items of which Fl. 512 million was charged for 

restructuring projects, and a net Fl. 7 million for losses on disposal of businesses. Other exceptional items comprised primarily legal and 

insurance settlements and amounted to Fl. 75 million. 

The cash inflow relating to exceptional disposals and other items was Fl. 167,million all of which was received in 1999. 

The net cash outflow in respect of the restructuring costs is estimated at Fl. 308 million. This comprises Fl. 248 million in respect 

of employee compensation costs and Fl. 80 million of other related costs less proceeds of disposal of fixed assets of Fl. 20 million. 

Of these cash flows, Fl. 238 million arose in 1999 and Fl. 70 million is expected in 2000 and later years. 

0000§0000000000001111


27 Analysis of cash flows for headings netted in the cash flow statement 

00000000000000001111 

Fl. million 

000005111 

1999 1998 1997 

00000000005105111 05111 05111 

Returns on investments and servicing of finance 

Dividends from other fixed investments 21 15 27 

Interest received 706 1 521 730 

Interest paid (832) (1 098) (1 160) 

Preference dividend paid (31) (15) (15) 

Dividends and other payments to minority shareholders (208) (275) (390) 

05111 05111 05111 

(344) 148 (808) 

05111 05111 05111 

Capital expenditure and financial investment 

Purchase of tangible fixed assets (2 894) (2 934) (3 038) 

Disposal of tangible fixed assets 143 172 309 

Acquisition/disposal of fixed investments 26 (2) 27 

Purchase of own shares (employee share schemes) (582) (319) (72) 

05111 05111 05111 

(3 307) (3 083) (2 774) 

05111 05111 05111 

In 1997 discontinued speciality chemicals businesses accounted for Fl. 249 million of net capital expenditure and Fl. 117 million of 

taxation. In addition, payments of approximately Fl. 1 300 million were made during 1997 in respect of taxation on the profit on 

disposal of these businesses. 

Acquisitions and disposals 

Acquisition of group companies 25 (1 064) (747) (2 941) 

Cash balances of businesses acquired 25 43 35 65 

Consideration paid in respect of acquisitions made in previous years (55) — — 

Disposal of group companies 25 270 1 460 16 383 

Speciality chemicals businesses — — 15 257 

Other disposals 270 1 460 1 126 

Cash balances of businesses sold 25 7 (4) 16 

Speciality chemicals businesses — — (77) 

Other disposals 7 (4) 93 

Consideration received in respect of disposals made in previous years — — 226 

05111 05111 05111 

(799) 744 13 749 

05111 05111 05111 

Management of liquid resources 

Purchase of current investments (985) (3 618) (7 177) 

Sale of current investments 8 860 640 38 

(Increase)/decrease in cash on deposit 4 634 (1 435) (6 983) 

05111 05111 05111 

12 509 (4 413) (14 122) 

05111 05111 05111 

Financing 

Issue of ordinary share capital (employee share schemes) — — 1 

Issue of shares by group companies to minority shareholders 10 37 94 

Debt due within one year: 

Increases 419 1 129 1 584 

Repayments (861) (1 102) (3 199) 

Debt after one year: 

Increases 136 79 188 

Repayments (26) (51) (185) 

05111 05111 05111 

(322) 92 (1 517) 

05111 05111 05111 

Included as liquid resources are term deposits of less than one year, government securities and A- or higher rated money and capital 

market instruments. 

00000000000000001111


28 Analysis of net funds/(debt) 

00000000000000001111 

Fl. million 

100000000000511 

Acquisitions/ 

Disposals Other 

1 January Cash (excl. cash & non cash Currency 31 December 

1999 Flow overdrafts) changes movements 1999 

0000001111 05111 05111 05111 05111 05111 

Cash on call and in hand 2 047 786 199 3 032 

Overdrafts (2 404) 74 (57) (2 387) 

51115111 

860 

Borrowings due within one year (2 719) 442 (44) (1 492) (269) (4 082) 

Borrowings due after one year (5 023) (110) (9) 1 158 (100) (4 084) 

51115111 

332 

Current investments 10 870 (7 875) 6 (131) 384 3 254 

Cash on deposit 9 964 (4 634) — — 445 5 775 

51115111 

(12 509) 

05111 05111 05111 05111 05111 05111 

Net funds/(debt) 12 735 (11 317) (47) (465) 602 1 508 

05111 05111 05111 05111 05111 05111 

Other non cash changes include profits and losses on disposal and adjustments to realisable value of current investments; exchange 

gains and losses on borrowings; and the reclassification of long-term borrowings falling due within one year at the balance sheet date. 

00000000000000001111 

29 Financial instruments 

00000000000000001111 

The Group has comprehensive policies in place, approved by the directors, covering the use of straightforward derivative financial 

instruments. These instruments are used only for hedging purposes. Established controls are in place covering all financial instruments 

and include policies, guidelines, exposure limits, a system of authorities and independent reporting. Performance is closely monitored 

with independent reviews undertaken by internal audit. The accounting policies governing these instruments are in line with generally 

accepted practice and follow hedge accounting principles described in the accounting policies on page 64. The use of leveraged 

instruments is not permitted. Details of the instruments used for interest rate and foreign exchange exposure management, together 

with information on related exposures, are given below. 

Except for the description of Unilever’s currency exposures, all debtors and trade and other creditors have been excluded from the 

analysis below and from the interest rate and currency profiles in notes 14 and 15 on pages 76 and 77 either due to the exclusion of 

short-term items, as permitted by United Kingdom Financial Reporting Standard 13, or because the amounts are not material. 

The reduction in the portion of fixed investments and fixed rate debt during 1999 and the position at the year end is in line with 

Unilever’s interest rate management policy. Unilever operates an interest rate management policy aimed at optimising net interest and 

reducing volatility. In general, cash is invested short-term, at floating interest rates. The interest payable on debt is in general also 

floating, but depending on the Group’s financial position, part may be fixed up to five years. This is achieved by using fixed rate longterm 

debt issues and derivative financial instruments such as interest rate swaps and forward rate agreements. 

At the end of 1999 interest rates were fixed on approximately 22% of the projected debt for 2000 and 21% for 2001 (compared to 

72% for 1999 and 50% for 2000 at the end of 1998). Interest receivable was fixed on approximately 34% of projected funds for 

2000 and 15% for 2001 (compared to 31% for 1999 and 16% for 2000 at the end of 1998). 

Nominal values of interest rate derivative instruments are shown in the table below. These nominal values when compared to the 

nominal value of the underlying debt and investments do not reflect the actual level of use of financial instruments. This is because 

certain financial instruments have consecutive strike and maturity dates on the same underlying investments in different periods. 

Derivatives are primarily used to swap fixed interest long-term debt into floating rate debt or to swap floating rate investments into 

fixed rate investments. Whilst the nominal amounts reflect the volume of activity, they do not therefore properly reflect the amount of 

credit risk to which the Group is exposed. The market value of these interest rate instruments at the end of 1999 represented an 

unrealised and unrecognised loss of Fl. 60 million (1998: gain of Fl. 243 million). In 1998 losses of Fl. 47 million were deferred on the 

balance sheet. 44% (1998: 50%) of these derivative financial instruments will mature within one year, 92% (1998: 93%) within five 

years and the balance within ten years. 

00000000000000001111 

Fl. million 

0100511 

Nominal amounts at 31 December 

051111105111 

1999 1998 

00000011111105111110511105111111105111 05111 

Interest rate swaps 8 278 11 280 

Forward rate agreements 2 641 — 

05111 11051 

Total 10 919 11 280 

00000000000000001111


29 Financial instruments (continued) 

00000000000000001111 

Under the Group’s foreign exchange policy, exposures with a maximum of one year maturity are generally hedged; this is achieved 

through the use of forward foreign exchange contracts. The market value of these instruments at the end of 1999 represented a 

recognised unrealised loss of Fl. 284 million (1998: Fl. 190 million) which was largely offset by recognised unrealised gains on the 

underlying assets and liabilities. 

00000000000000001111 

Fl. million 

0100511 

Nominal amounts at 31 December 

051111105111 

1999 1998 

00000011111105111110511105111111105111 05111 

Foreign exchange contracts – buy 3 889 9 872 

– sell 7 849 17 642 

05111 11051 

Total 11 738 27 514 

00000000000000001111 

Assets held in foreign currencies are, to a large extent, financed by borrowings in the same currencies. Consequently, at the end of 

1999 some 51% (1998: 57% before accounting for the special dividend) of Unilever’s total capital and reserves was denominated in 

the currencies of the two parent companies, euro and sterling. From an earnings perspective some 43% of Unilever’s 1999 net income 

was denominated in the euro, 14% in sterling and 15% in the US dollar. 

To ensure maximum flexibility in meeting changing business needs, investment management policy is to concentrate Unilever’s 

substantial liquid funds centrally in the parent and finance companies. These funds, mainly in dollars, guilders and sterling, are invested 

in short-term bank deposits and marketable securities, or on-lent to subsidiaries. 

Credit risk exposures are minimised by dealing only with a limited range of financial institutions with secure credit ratings, and by 

working within agreed counterparty limits. Counterparty credit ratings are regularly monitored and there is no significant concentration 

of credit risk with any single counterparty. 

Master netting agreements are in place for the majority of interest rate derivative instruments. The risk in the event of default by a 

counterparty is determined by the extent to which market prices have moved since the contracts were made. The Group believes that 

the risk of incurring such losses is remote. 

The undernoted table summarises the fair values and carrying amounts of the various classes of financial instruments as at 

31 December: 

0000000011111110511111051111051111105111 

Fl. million 

000010100511 

Fair value Carrying amount 

1051111105111 051111105111 

1999 1998 1999 1998 

0000000011111110511 10511 05111 05111 

Financial assets: 

Other fixed investments 269 294 238 257 

Current investments 3 254 10 870 3 254 10 870 

Cash 8 807 12 011 8 807 12 011 

05111 10511 05111 11051 

12 330 23 175 12 299 23 138 

Financial liabilities: 

Bonds and other loans (6 083) (6 422) (6 002) (6 082) 

Bank loans and overdrafts (4 551) (4 064) (4 551) (4 064) 

05111 10511 05111 11051 

(10 634) (10 486) (10 553) (10 146) 

Derivatives: 

Interest rate swaps – assets 71 362 — — 

– liabilities (131) (119) 3 (44) 

Forward rate agreements – liabilities — — (3) (3) 

Foreign exchange contracts – assets 92 66 (284) (190) 

– liabilities (376) (256) — — 

0000000011111110511111051111051111105111 

The fair values of fixed investments are based on their market values. The fair values of unlisted fixed investments are not materially 

different from their carrying amounts. Current investments, cash, bank loans and overdrafts have fair values which approximate to 

their carrying amounts because of their short-term nature. The fair values of forward foreign exchange contracts represent the 

unrealised gain or loss on revaluation of the contracts to year-end rates of exchange. The fair values of bonds and other loans, interest 

rate swaps and forward rate agreements are based on the net present value of the discounted anticipated future cash flows associated 

with these instruments.


29 Financial instruments (continued) 

00000000000000001111 

Currency exposures 

Group treasury manages the foreign exchange exposures that arise from the Group’s financing and investing activities in accordance 

with Group policies. 

The objectives of Unilever’s foreign exchange policies are to allow operating companies to manage foreign exchange exposures that 

arise from trading activities effectively within a framework of control that does not expose the Group to unnecessary foreign exchange 

risks. Operating companies are required to cover substantially all foreign exchange exposures arising from trading activities and each 

company operates within a specified maximum exposure limit. Business Groups monitor compliance with these policies. Compliance 

with the Group’s policies means that the net amount of monetary assets and liabilities at 31 December 1999 that are exposed to 

currency fluctuations is not material. 

00000000000000001111 

30 Combined earnings per shar e 

00000000000000001111 

Fl. million £ million 

01111101111101111 01111101111101111 

Fl. 1.12 Fl. 1 Fl. 1 1.4p 1.25p 1.25p 

01111 01111 01111 01111 01111 01111 

1999 1998 1997 1999 1998 1997 

0000000111101111 01111 01111 01111 01111 01111 

Basic earnings per share Fl. 5.80 Fl. 5.80 Fl. 9.78 26.01p 26.45p 44.74p 

Basic earnings per share before exceptional items Fl. 6.19 Fl. 5.69 Fl. 5.06 27.76p 25.97p 23.86p 

Diluted earnings per share Fl. 5.66 Fl. 5.66 Fl. 9.55 25.36p 25.80p 43.68p 

Earnings per share on a SSAP 15 basis Fl. 5.74 Fl. 5.67 Fl. 9.20 25.73p 25.88p 41.99p 

Basis of calculation: 

The calculations of combined earnings per share are based on the net profit attributable to ordinary capital divided by the average 

number of share units representing the combined ordinary capital of NV and PLC in issue during the year, after deducting shares held 

to meet Unilever employee share options which are not yet vested. For the calculation of combined ordinary capital the exchange rate 

of £1 = Fl. 12 has been used, in accordance with the Equalisation Agreement. On 10 May 1999 the 1.25p ordinary shares of PLC were 

consolidated, so that every 112 1.25p ordinary shares were replaced by 100 1.4p ordinary shares. The Fl. 1 ordinary shares of NV were 

consolidated, so that 100 Fl. 1.12 ordinary shares replaced every 112 Fl. 1 ordinary shares. This consolidation was associated with the 

payment on 9 June 1999 of a special dividend, so that the economic impact was that of a share buy back at fair value at that date and 

therefore, in accordance with United Kingdom Financial Reporting Standard 14, earnings per share for prior years have not been 

restated. 

Earnings per share before exceptional items is provided because the directors believe it better explains the ongoing trends in the Group’s 

performance. 

The calculations of diluted earnings per share are based on (a) conversion into PLC ordinary shares of the shares in a group company 

which are convertible in the year 2038 as described in note 20 on page 80, and (b) the exercise of share options, details of which are 

set out in note 20 on pages 82 and 83. 

Calculation of average number of share units: 

000000111111051111105111110511111051111105111 

Thousands of share units Thousands of share units 

01111101111101111 01111101111101111 

Fl. 1.12 Fl. 1 Fl. 1 1.4p 1.25p 1.25p 

01111 01111 01111 01111 01111 01111 

1999 1998 1997 1999 1998 1997 

0000000111101111 01111 01111 01111 01111 01111 

Average ordinary capital: NV 601 725 640 165 640 165 4 011 500 4 267 767 4 267 767 

PLC 459 745 489 099 489 080 3 064 967 3 260 662 3 260 536 

less shares held by employee share trusts and companies (16 287) (13 100) (13 913) (108 583) (87 331) (92 754) 

01111 01111 01111 01111 01111 01111 

Combined average number of share units for all bases 

except diluted earnings per share 1 045 183 1 116 164 1 115 332 6 967 884 7 441 098 7 435 549 

add shares issuable in 2038 23 625 23 625 23 625 157 500 157 500 157 500 

add shares under option 14 264 11 898 10 782 95 094 79 317 71 881 

less shares issuable at fair value (11 361) (7 528) (7 338) (75 735) (50 187) (48 920) 

01111 01111 01111 01111 01111 01111 

Adjusted combined average number of share units for 

diluted earnings per share basis 1 071 711 1 144 159 1 142 401 7 144 743 7 627 728 7 616 010 

01111 01111 01111 01111 01111 01111


30 Combined earnings per shar e (continued) 

00000000000000001111 

Calculation of net profit: 

000000111111051111105111110511111051111105111 

Fl. million £ million 

01111101111101111 01111101111101111 

Fl. 1.12 Fl. 1 Fl. 1 1.4p 1.25p 1.25p 

01111 01111 01111 01111 01111 01111 

1999 1998 1997 1999 1998 1997 

0000000111101111 01111 01111 01111 01111 01111 


less preference dividends (44) (15) (15) (13) (4) (5) 

01111 01111 01111 01111 01111 01111 

Net profit attributable to ordinary capital for basic and diluted 

earnings per share bases 6 062 6 473 10 908 1 812 1 969 3 326 

add exceptional items net of tax 408 (115) (5 268) 122 (36) (1 552) 

01111 01111 01111 01111 01111 01111 

Net profit before exceptional items for basic earnings per share 

before exceptional items 6 470 6 358 5 640 1 934 1 933 1 774 

01111 01111 01111 01111 01111 01111 

Net profit attributable to ordinary capital before adjustment 6 062 6 473 10 908 1 812 1 969 3 326 

SSAP 15 tax adjustment (64) (139) (651) (19) (42) (205) 

01111 01111 01111 01111 01111 01111 

Net profit attributable to ordinary capital on SSAP 15 basis 5 998 6 334 10 257 1 793 1 927 3 121 

00000000000000001111 

31 Dividends per shar e 

00000000000000001111 

NV PLC 

01111101111101111 01111101111101111 

Guilders per Fl. 1.12 (1997-1998: Fl. 1) Pence per 1.4p (1997-1998: 1.25p) 

of ordinary capital of ordinary capital 

01111101111101111 01111101111101111 

1999 1998 1997 1999 1998 1997 

0000000111101111 01111 01111 01111 01111 01111 

Interim 0.88 0.81 0.74 3.93 2.95 2.80 

Normal final 1.91 1.70 1.49 8.57 7.75 5.62 

Special final 14.50 66.13 

01111 01111 01111 01111 01111 01111 

Total 2.79 17.01 2.23 12.50 76.83 8.42 

00000000000000001111 

32 Pension and other benefit plans 

00000000000000001111 

UK GAAP accounting: 

In the majority of countries in which the Group operates, employees’ retirement arrangements are provided by defined benefit plans 

based on employee pensionable remuneration and length of service. These are either externally funded, with the assets of the plan 

held separately from those of the Group in independently administered funds, or are unfunded but with provisions maintained in the 

Group balance sheet. All are subject to regular actuarial review. Actuarial advice is provided by both external consultants and actuaries 

employed by the Unilever Group. 

Valuations are carried out annually for the largest plans and at least every three years for other plans using the projected unit method, 

with the aim of ensuring that as far as possible current and future regular pension charges remain a stable percentage of pensionable 

payroll. The actuarial assumptions used to calculate the benefit obligation vary according to the economic conditions of the country in 

which the plan is situated. It is usually assumed that, over the long term, the annual rate of return on investments will be higher than 

the annual increase in pensionable remuneration and in present and future pensions in payment. For the key factors influencing the 

actuarial valuations, the average assumptions for the principal plans, weighted by market value, at their most recent valuation were: 

interest rate 7.2% p.a.; salary increases 4.6% p.a.; pension increases 3.2% p.a. Assets are generally valued at a smoothed market 

value by spreading gains and losses relative to the actuarial basis over a three to five year period. 

At 31 December 1999 the market value of the assets of externally funded defined benefit plans was Fl. 36 046 million (1998: 

Fl. 29 175 million), and net provisions in the accounts amounted to Fl. 4 149 million (1998: Fl. 3 691 million). The level of funding 

of all defined benefit plans at the dates of the last valuations, in aggregate, was 124% (1998: 127%). The levels of funding represent 

the actuarial value of fund assets and the provisions held in the consolidated accounts at the dates of the most recent valuations 

expressed as a percentage of the value of benefits that had accrued to members at those dates, after allowing for expected future 

increases in pensionable remuneration and pensions in the course of payment. 

Pension costs and company contributions to defined benefit plans (as shown in note 3 on page 72) have been reduced in recent years 

principally by the amortisation of surpluses in the Group’s two biggest funds, which have been amortised using the ‘mortgage 

method’. The net amount of surplus recognised in the profit and loss account in 1999 was Fl. 534 million (1998: Fl. 626 million). It is 

expected that pension costs will continue to benefit from the amortisation of fund surpluses for a number of years.


32 Pension and other benefit plans (continued) 

00000000000000001111 

In 1999 the Group received a gross cash refund of Fl. 350 million from a Netherlands fund in a surplus position, and Fl. 237 million 

from a Finnish fund in surplus. These cash refunds do not directly impact the pension charge for 1999 as the surplus is amortised in 

accordance with the Group’s accounting policies. Further refunds from these funds may occur in 2000. 

The Group also operates a number of defined contribution plans. The assets of all the Group’s defined contribution plans are held in 

independently administered funds. The pension costs charged to the profit and loss account represent contributions payable by the 

Group to the funds. The market value of the assets of externally funded defined contribution plans as at 31 December 1999 was 

Fl. 3 931 million (1998: Fl. 3 378 million). 

Group companies provide other post-retirement benefits (mainly post-retirement medical benefit plans) to a number of retired 

employees in certain countries, principally the United States, under several different plans which are predominantly unfunded. 

The post-retirement, other than pension, plans operated by the Group are accounted for in accordance with SFAS 106. 

US GAAP accounting: 

The following tables summarises the balance sheet impact, as well as the benefit obligations, assets, funded status and economic 

assumptions associated with the key defined benefit pension plans and the other benefit plans as computed in accordance with 

SFAS 87 and SFAS 106. At 31 December 1999 these pension plans represented approximately 79% (1998: 76%; 1997: 71%) of all 

pension plans while 100% of the other benefit plans are represented (1998: 100%; 1997: 100%), based on the market value of the 

funds plus the provisions held in the Group’s accounts. 

Fl. million 

11100000511 

Pension plans Other benefits plans 

£ 01111101111 01111101111 

1999 1998 1999 1998 

0000000000111101111 01111 01111 01111 

Change in benefit obligation 

Benefit obligations beginning of year 20 446 16 964 1 573 1 458 

Extension of coverage (a) — 1 011 — — 

Service cost 478 398 30 30 

Interest cost 1 141 1 207 100 95 

Plan member contributions — — — — 

Amendments — 3 — 7 

Plan mergers — — — — 

Actuarial (gains)/losses (702) 3 138 157 122 

Acquisition/disposals — 76 — 30 

Settlements/curtailments (37) (250) 3 1 

Special Termination benefits 37 72 — — 

Benefits paid (1 341) (1 164) (110) (63) 

Currency retranslations 1 922 (1 009) 215 (106) 

0111 01111 01111 01111 

Benefit obligations end of year 21 944 20 446 1 968 1 574 

01111 01111 01111 01111 

Change in plan assets 

Fair value of plan assets at beginning of year 23 549 22 094 6 — 

Extension of coverage (a) — 1 608 — — 

Actual return on plan assets 6 151 2 447 — — 

Acquisition/(disposals) — 69 — — 

Settlements (40) (250) — — 

Employer contribution/surplus refunds (151) (59) 110 66 

Plan member contributions — — — 3 

Benefits paid (1 341) (1 164) (110) (63) 

Currency retranslations 2 326 (1 196) 1 — 

01111 01111 01111 01111 

Fair value of plan assets at end of year 30 494 23 549 7 6 

01111 01111 01111 01111 

Funded status at end of year 8 551 3 103 (1 641) (1 567) 

Unrecognised net transition liability/(asset) (826) (809) — — 

Unrecognised net actuarial loss/(gain) (8 774) (3 166) (135) 32 

Unrecognised prior service cost 397 335 7 (1) 

Other (FAS 112 liabilities) n/a n/a (28) (25) 

01111 01111 01111 01111 

Net amount recognised at end of year (652) (537) (1 797) (1 561) 

01111 01111 01111 01111


32 Pension and other benefit plans (continued) 

00000000000000001111 

Fl. million 

11100000511 


£ 01111101111 01111101111 

1999 1998 1999 1998 

0000000000111101111 01111 01111 01111 

Amount recognised in the statement of financial position consists of: 

Prepaid benefit cost 1 159 1 193 — — 

Accrued benefit liability (1 815) (1 730) (1 801) (1 561) 

Additional minimum liability (28) (12) — — 

Intangible asset 18 9 — — 

Accumulated other comprehensive income 14 3 4 — 

01111 01111 01111 01111 

Net amount recognised at end of year (652) (537) (1 797) (1 561) 

01111 01111 01111 01111 

(a) From 1998, two additional plans were included in the pension exercise and one additional plan in the other benefit plans. 

00000000001111011111011111101111101111 


% % 

01111101111101111 01111101111101111 

1999 1998 1997 1999 1998 1997 

0000000111101111 01111 01111 01111 01111 01111 

Weighted-average assumptions as of 31 December 

Discount rate 6.25 5.50 6.75 7.50 6.00 6.50 

Expected return on plan assets 7.25 6.75 7.25 n/a n/a n/a 

Rate of salary increases 3.75 3.50 4.00 4.50 4.50 5.00 

Cost of living increases 2.50 2.25 2.50 n/a n/a n/a 

00000001111011111011111011111101111101111101111 

The valuations of other benefit plans typically assume that medical cost inflation will fall from its current level of approximately 8.5% 

over the next few years and reach a constant level of approximately 5% by the year 2006. 

00000000001111011111011111101111101111 

Fl. million 

11100000000511 


01111101111101111 01111101111101111 

1999 1998 1997 1999 1998 1997 

0000000111101111 01111 01111 01111 01111 01111 

Components of net periodic benefit cost 

Service cost 478 398 420 30 30 22 

Interest cost 1 141 1 207 1 232 99 95 89 

Expected return on plan assets (1 505) (1 539) (1 502) — — — 

Employee contributions — — — — (3) — 

Amortisation of prior service cost 54 53 48 — — — 

Amortisation of transition (asset) (140) (142) (143) — — — 

Amortisation of actuarial loss/(gain) (10) (122) (10) — 3 — 

01111 01111 01111 0111 01111 01111 

Total before FAS 88 events 18 (145) 45 129 125 111 

Adjustments for FAS 88 events 47 115 (366) — 30 (159) 

01111 01111 01111 01111 01111 01111 

Net periodic benefit cost 65 (30) (321) 129 155 (48) 

00000001111011111011111011111101111101111101111 

The projected benefit obligation, accumulated benefit obligation, and fair value of plan assets for the pension plans with accumulated 

benefit obligations in excess of plan assets were Fl. 1 914 million, Fl. 1 666 million, and Fl. 78 million respectively, as of 31 December 

1999 and Fl. 2 089 million, Fl. 1 814 million, and Fl. 81 million respectively, as of 31 December 1998. 

The Group also maintains a number of smaller defined benefit plans. Approximately Fl. 3 095 million (1998: Fl. 2 660 million) is 

provided for on their behalf in the Group balance sheet. In 1999 Fl. 287 million (1998: Fl. 191 million; 1997: Fl. 312 million) was 

charged in the accounts. These amounts, mainly in connection with unfunded plans, would not have been materially different under 

SFAS 87. 

In addition to the special terminations benefits mentioned in the table above, during 1999, the Group also charged Fl. 64 million 

(1998: Fl. 92 million; 1997: Fl. 111 million) in respect of pension or similar obligations arising on terminations of employment. 

Post-retirement health care benefits 

Assumed health care cost trend rates have a significant effect on the amounts reported for the health care plans. A one-percentagepoint 

change in assumed health care cost trend rates would have the following effects: 

1% point 1% point 

increase decrease 

0000000000005105111 05111 

Effect on total of service and interest cost components 3 (2) 

Effect on post-retirement benefit obligation 30 (28) 

00000000000000001111


33 Equity based compensation plans 

00000000000000001111 

As at 31 December 1999, the Group had nine equity based compensation plans. These were the Unilever PLC 1985 Share Save Plan 

(the ‘PLC Sharesave Plan’), the Unilever PLC 1985 Executive Share Option Plan and the Unilever PLC 1985 Unapproved Executive Share 

Option Plan and the Unilever PLC International 1997 Executive Share Option Plan (together the ‘PLC Option Plans’), the Unilever 

Savings Related Share Option Plan (Ireland) (the ‘Ireland Sharesave Plan’), the Unilever NV Executive Share Option Plan (the ‘NV Option 

Plan’), the Unilever NV Employee Share Option Plan (the ‘NV Sharesave Plan’), the Unilever North America Executive Stock Option Plan 

(the ‘NA Option Plan’) and the Unilever North America Employee Stock Purchase Plan (the ‘NA Purchase Plan’), which are all described 

below. Grants of share options to directors and other senior executives in 1997 and subsequent years are made under the International 

1997 Executive Share Option Plan (the ‘International Plan’). The International Plan comprises the NV Executive Option Plan, the 

Unilever PLC 1985 Executive Share Option Plan, the Unilever PLC International 1997 Executive Share Option Plan and the North 

American Executive Stock Option Plan. 

On 13 October 1997 the ordinary share capital of NV and PLC was divided so that each existing Fl. 4 and 5p ordinary share was split 

into four shares of Fl. 1 and 1.25p respectively. 

The Group applies APB Opinion 25 and related interpretations in accounting for these plans. Accordingly, the Group has recognised 

only the following compensation costs, Fl. 29.3 million in 1999, Fl. 1.7 million in 1998 and Fl. 9.5 million in 1997. Had the Group 

accounted for options under the requirement of SFAS 123 the impact on reported results would have been as follows: 

00000000001111011111011111101111101111 

Fl. million 

01111101111101111 

1999 1998 1997 

00000001111011111011111011111101111 01111 01111 

Actual compensation cost recognised 29.3 1.7 9.5 

Pro forma compensation cost under SFAS 123 124.3 74.2 21.8 

Actual net profit 6 106 6 488 10 923 

Pro forma net profit under SFAS 123 6 037 6 433 10 915 

00000001111011111011111011111101111101111101111 

Guilders per Fl. 1.12 (1997-1998: Fl. 1) 

of ordinary capital 

01111101111101111 

1999 1998 1997 

00000001111011111011111011111101111 01111 01111 

Actual earnings per share 5.80 5.80 9.78 

Pro forma earnings per share 5.73 5.75 9.77 

Actual diluted earnings per share 5.66 5.66 9.55 

Pro forma diluted earnings per share 5.60 5.61 9.54 

00000001111011111011111011111101111101111101111 

The remaining disclosures required by SFAS 123 are given below for each of the plans individually. 

The PLC Sharesave Plan 

The PLC Sharesave Plan provides for the granting of options to purchase shares of Unilever PLC to eligible employees of the Group. 

Under the terms of the plan, eligible employees, to whom options have been granted, make monthly contributions to a savings plan 

approved by the United Kingdom Treasury for this purpose. At the end of five years the proceeds from the savings plan may be applied 

to purchase ordinary shares of PLC at a price which is not less than 90% of the market value of the shares on a specified date within 

a 30 day period ending with the date on which the options were granted. This discount is amortised over the five year vesting period 

of the PLC Sharesave Plan. In 1999, 1998 and 1997 the total amortisation under the Plan amounted to £2.4 million, £2.1 million and 

£1.7 million respectively. 

The maximum number of shares for which options can be granted are as follows: 

PLC Sharesave Plan – 316 000 000 

PLC Sharesave Plan and PLC Option Plans – Such number as equals 3% of PLC’s issued ordinary share capital, over a three year period. 

PLC Sharesave Plan and PLC Option Plans– Such number as equals 10% of PLC’s issued ordinary share capital, over a ten year period. 

A summary of the status of the PLC Sharesave Plan as at 31 December 1999, 1998 and 1997 and the changes during these years is 

presented below: 

00000001111011111011111011111101111101111101111 

For the years ended 31 December: 1999 1998 1997 

10511110511 0511110511 0511110511 

Weighted Weighted Weighted 

Number average Number average Number average 

of shares price of shares price of shares price 

00000110511 10511 0511 10511 0511 10511 

Outstanding at the beginning of the year 32 029 021 £3.58 37 439 231 £2.85 43 603 272 £2.30 

05111 10511 0511 10511 0511 10511 

Granted 6 252 700 £5.14 6 328 960 £5.94 10 200 928 £3.71 

Exercised 4 521 318 £2.42 7 192 536 £2.31 14 604 184 £1.89 

Forfeited 2 983 085 £4.30 4 546 634 £2.81 1 760 785 £2.43 

05111 10511 0511 10511 0511 10511 

Outstanding at the end of the year 30 777 318 £4.00 32 029 021 £3.58 37 439 231 £2.85 

05111 10511 0511 10511 0511 10511 

Options exercisable at the end of the year 127 864 £2.29 250 070 £2.28 772 837 £1.82 

10511110511110511110511110511110511


33 Equity based compensation plans (continued) 

00000000000000001111 

1999 1998 1997 

00000001111011111011111011111101111 01111 01111 

Option value informatio n (a) 

Fair value per option (b) £1.40 £2.12 £0.57 

Valuation assumptions 

Expected option term 5 years 5 years 5 years 

Expected volatility 25.04% 17.54% 15.25% 

Expected dividend yield 2.84% 1.50% 5.94% 

Risk-free interest rate 5.17% 6.02% 6.99% 

(a) Weighted average of options granted during each period. 

(b) Estimated using Black Scholes option pricing method. 

00000001111011111011111011111101111101111101111 

The following table summarises information about fixed price stock options outstanding at 31 December 1999: 

00000001111011111011111011111101111101111101111 

Options Outstanding Options Exercisable 

00511110051100511005 00511005 

Number Weighted Number 

outstanding at average Weighted exercisable at Weighted 

Range of 31 December remaining average 31 December average 

exercise prices 1999 contractual life exercise price 1999 exercise price 

00511 005 005 005 005 005 

£2.29 127 864 3 months £2.29 127 864 £2.29 

£2.68 5 286 263 1 year £2.68 — — 

£2.78 5 883 004 2 years £2.78 — — 

£3.71 8 325 975 3 years £3.71 — — 

£5.94 5 107 309 4 years £5.94 — — 

£5.14 6 046 903 5 years £5.14 — — 

00511 005 005 005 005 005 

£2.29 to £5.94 30 777 318 £4.00 127 864 £2.29 

00000001111011111011111011111101111101111101111 

The PLC Option Plans 

The PLC Options Plans provide for the granting of options to purchase shares in Unilever PLC and, from 1997 onwards, also shares of 

Unilever NV to key employees of the Group. Under the PLC Option Plans, options have been granted on a discretionary basis to 

acquire shares at a price which is not less than the market value of the shares on a specified date within a 30 day period ending with 

the date on which the options were granted. These options become exercisable after a three year period from the date of grant and 

have a maximum term of ten years. 

No options to purchase shares may be granted if this would cause the number of PLC shares which shall have been or may be issued 

in pursuance of options to exceed the following numbers: 

Unilever PLC 1985 Executive Share Option Plan – 79 000 000 

Unilever PLC 1985 Unapproved Executive Share Option Plan – 79 000 000 

PLC Option Plans – Such number as equals 5% of PLC’s issued ordinary share capital, over a 

ten year period. 

PLC Option Plans and PLC Sharesave Plan – Such number as equals 3% of PLC’s issued ordinary share capital, over a 

three year period. 

PLC Option Plans and PLC Sharesave Plan – Such number as equals 10% of PLC’s issued ordinary share capital, over 

a ten year period. 

A summary of the status of the PLC Option Plans as at 31 December 1999, 1998 and 1997 and of the changes during the years ended 

on these dates is presented below: 

00000001111011111011111011111101111101111101111 


10511110511 0511110511 0511110511 




00000110511 10511 0511 10511 0511 10511 

PLC Options 

Outstanding at the beginning of the year 10 691 852 £3.80 10 312 216 £3.01 12 633 096 £2.69 

10511 10511 0511 10511 0511 10511 

Granted 3 577 825 £5.55 2 187 530 £6.68 1 457 400 £4.07 

Exercised 1 086 689 £2.56 1 741 396 £2.69 3 600 784 £2.32 

Forfeited 54 706 £4.94 66 498 £5.02 177 496 £3.23 

10511 10511 0511 10511 0511 10511 


10511 10511 0511 10511 0511 10511 

Options exercisable at the end of the year 6 039 227 £2.93 4 988 752 £2.73 3 774 648 £2.48 

10511110511110511110511110511110511



00000000000000001111 


10511110511 0511110511 0511110511 




00000110511 10511 0511 10511 0511 10511 

NV Options 

Outstanding at the beginning of the year 546 328 Fl. 129.64 221 712 Fl. 94.40 — — 

10511 10511 0511 10511 0511 10511 

Granted 547 773 Fl. 139.94 333 926 Fl. 152.83 221 712 Fl. 94.40 

Exercised 11 200 Fl. 115.10 2 400 Fl. 94.30 — — 

Forfeited 4 900 Fl. 148.79 6 910 Fl. 131.91 — — 

10511 10511 0511 10511 0511 10511 

Outstanding at the end of the year 1 078 001 Fl. 134.94 546 328 Fl. 129.64 221 712 Fl. 94.40 

10511 10511 0511 10511 0511 10511 

Options exercisable at the end of the year — — — — — — 

10511110511110511110511110511110511 

1999 1998 1997 

00000001111011111011111011111101111 01111 01111 

PLC Option value informatio n (a) 







NV Option value informatio n (a) 









00000001111011111011111011111101111101111101111 


00000001111011111011111011111101111101111101111 


00511110051100511005 1100511005 





00511 1005 1005 1005 11005 1005 

PLC Options 

£1.84 29 264 9 months £1.84 29 264 £1.84 

£2.07 49 800 2 years £2.07 49 800 £2.07 

£2.27 205 040 2 years £2.27 205 040 £2.27 

£2.62 60 668 3 years £2.62 60 668 £2.62 

£2.54 263 648 3 years £2.54 263 648 £2.54 

£2.78 34 520 4 years £2.78 34 520 £2.78 

£2.83 128 924 4 years £2.83 128 924 £2.83 

£2.54 827 911 4 years £2.54 827 911 £2.54 

£2.83 331 444 5 years £2.83 331 444 £2.83 

£2.98 1 236 608 5 years £2.98 1 236 608 £2.98 

£3.07 893 464 6 years £3.07 893 464 £3.07 

£3.08 1 256 136 6 years £3.08 1 256 136 £3.08 

£3.43 721 800 7 years £3.43 721 800 £3.43 

£4.07 1 375 624 7 years £4.07 — — 

£4.53 9 276 7 years £4.53 — — 

£6.68 2 108 530 8 years £6.68 — — 

£6.79 27 500 8 years £6.79 — — 

£5.55 3 568 125 10 years £5.55 — — 

00511 1005 1005 1005 11005 1005 

£1.84 to £6.79 13 128 282 £4.37 6 039 227 £2.93 

00511 1005 1005 1005 11005 1005 

NV Options 

Fl. 94.30 209 276 7 years Fl. 94.30 — — 

Fl. 109.38 1 436 7 years Fl. 109.38 — — 

Fl. 152.70 321 666 8 years Fl. 152.70 — — 

Fl. 163.00 4 250 8 years Fl. 163.00 — — 

Fl. 139.94 541 373 10 years Fl. 139.94 — — 

00511 1005 1005 1005 11005 1005 

Fl. 94.30 to Fl. 163.00 1 078 001 Fl. 134.94 — — 

00511110051100511005111100511005



00000000000000001111 

The Ireland Sharesave Plan 

The Ireland Sharesave Plan provided for the granting of options to purchase shares of Unilever PLC to eligible employees of the Group. 

Under the terms of the plan, eligible employees, to whom options had been granted, made monthly contributions to a savings plan 

approved by the Revenue Commissioners of the Republic of Ireland for this purpose. At the end of five years the proceeds from the 

savings plan could be applied to purchase ordinary shares of PLC at the market price ruling on the day preceding the date of grant. 

Following a change in the law, options are no longer granted under this Plan. 

A summary of the status of the Ireland Sharesave Plan as at 31 December 1999, 1998 and 1997 and the changes during these years is 


00511110051100511005111100511005 


10511110511 0511110511 0511110511 




10511 10511 0511 10511 0511 10511 

Outstanding at the beginning of the year — — — — 449 544 Ir £2.19 

10511 10511 0511 10511 0511 10511 

Granted — — — — — — 

Exercised — — — — 432 192 Ir £2.19 

Forfeited — — — — 17 352 Ir £2.19 

10511 10511 0511 10511 0511 10511 

Outstanding at the end of the year — — — — — — 

10511 10511 0511 10511 0511 10511 


10511110511110511110511110511110511 

There were no fixed price stock options outstanding at 31 December 1999. 

The NV Option Plan 

The NV Option Plan provides for the granting of options to purchase shares of Unilever NV and, from 1997 onwards, also shares of 

Unilever PLC to key employees of the Group. Under the NV Option Plan, options have been granted on a discretionary basis to acquire 

shares at market price on the day options were granted. These options become exercisable immediately from the date of grant and 

have a maximum term of five years until 1998 and of ten years for subsequent grants. 

A summary of the status of the NV Option Plan as at 31 December 1999, 1998 and 1997 and changes during the years ended on 

these dates is presented below: 

00000001111011111011111011111101111101111101111 


10511110511 0511110511 0511110511 




11155555555511110511 10511 0511 10511 0511 10511 

NV Options 

Outstanding at the beginning of the year 1 993 914 Fl. 89.51 1 957 540 Fl. 62.97 2 379 768 Fl. 53.76 

10511 10511 0511 10511 0511 10511 

Granted 1 133 865 Fl. 139.94 546 156 Fl. 152.51 350 952 Fl. 94.30 

Exercised 343 652 Fl. 54.38 490 244 Fl. 51.14 759 268 Fl. 49.14 

Forfeited 5 470 Fl. 146.75 19 538 Fl. 125.57 13 912 Fl. 71.96 

10511 10511 0511 10511 0511 10511 

Outstanding at the end of the year 2 778 657 Fl. 114.32 1 993 914 Fl. 89.51 1 957 540 Fl. 62.69 

10511 10511 0511 10511 0511 10511 

Options exercisable at the end of the year 2 778 657 Fl. 114.32 1 993 914 Fl. 89.51 1 957 540 Fl. 62.69 

10511 10511 0511 10511 0511 10511 

PLC Options 

Outstanding at the beginning of the year 5 791 917 £5.64 2 296 184 £4.07 — — 

10511 10511 0511 10511 0511 10511 

Granted 7 394 775 £5.55 3 566 477 £6.67 2 320 148 £4.07 

Exercised 58 352 £4.07 1 320 £4.07 — — 

Forfeited 35 320 £6.15 69 424 £6.23 23 964 £4.07 

10511 10511 0511 10511 0511 10511 


10511 10511 0511 10511 0511 10511 

Options exercisable at the end of the year 13 093 020 £5.59 5 791 917 £5.64 2 296 184 £4.07 

10511110511110511110511110511110511



00000000000000001111 

1999 1998 1997 

00000001111011111011111011111101111 01111 01111 


Fair value per option (b) Fl. 26.64 Fl. 28.44 Fl. 9.04 















00000001111011111011111011111101111101111101111 


00000001111011111011111011111101111101111101111 


00511110051100511005 1100511005 





00111511 1001111 1001111 1001111 11005 1005 

NV Options 

Fl. 50.29 147 140 6 months Fl. 50.29 147 140 Fl. 50.29 

Fl. 56.61 156 012 1 year Fl. 56.61 156 012 Fl. 56.61 

Fl. 58.51 278 820 2 years Fl. 58.51 278 820 Fl. 58.51 

Fl. 71.60 198 896 2 years Fl. 71.60 198 896 Fl. 71.60 

Fl. 94.30 336 448 3 years Fl. 94.30 336 448 Fl. 94.30 

Fl. 152.70 519 070 4 years Fl. 152.70 519 070 Fl. 152.70 

Fl. 143.20 10 956 4 years Fl. 143.20 10 956 Fl. 143.20 

Fl. 139.94 1 131 315 10 years Fl. 139.94 1 131 315 Fl. 139.94 

00111511 1001111 1001111 1001111 11005 1005 

Fl. 50.29 to Fl. 152.70 2 778 657 Fl. 114.32 2 778 657 Fl. 114.32 

00111511 1001111 1001111 1001111 11005 1005 

PLC Options 

£4.07 2 224 588 3 years £4.07 2 224 588 £4.07 

£6.68 3 408 280 4 years £6.68 3 408 280 £6.68 

£6.09 81 877 4 years £6.09 81 877 £6.09 

£5.55 7 378 275 10 years £5.55 7 378 275 £5.55 

00111511 1001111 1001111 1001111 11005 1005 

£4.07 to £6.68 13 093 020 £5.59 13 093 020 £5.59 

00000001111011111011111011111101111101111101111



00000000000000001111 

The NV Sharesave Plan 

All directors of NV and all employees of Unilever Nederland B.V., may participate in the share option plan for employees in the 

Netherlands if they are on the payroll at the date of grant and, until 1997, participated in the Save-As-You-Earn Plan. 

The grant of share options is made after a resolution to such effect has been adopted by the Board of Unilever Nederland B.V. The 

share options are granted at 100% of the market price on the date of the granting and can be exercised during a period of five years. 

Options granted since 1998 can generally be exercised after five years. In 1997 each participant was granted an option to acquire 

16 shares; in 1998 and 1999 there were grants of 50 shares to each participant. 

A summary of the status of the NV Sharesave Plan as at 31 December 1999, 1998 and 1997 and changes during these years is 


00000001111011111011111011111101111101111101111 


111151111105111 1051111105111 1051111105111 




011155555555551 110511 110511 110511 110511 110511 

Outstanding at the beginning of the year 467 687 Fl. 103.71 236 028 Fl. 72.58 248 808 Fl. 60.24 

11111511 110511 110511 110511 110511 110511 

Granted 276 751 Fl. 140.27 271 173 Fl. 127.00 90 736 Fl. 94.75 

Exercised 53 600 Fl. 84.40 39 195 Fl. 77.23 103 516 Fl. 62.34 

Forfeited — — 319 Fl. 127.00 — — 

11111511 110511 110511 110511 110511 110511 

Outstanding at the end of the year 690 838 Fl. 119.85 467 687 Fl. 103.71 236 028 Fl. 72.58 

11111511 110511 110511 110511 110511 110511 

Options exercisable at the end of the year 159 489 Fl. 73.40 198 725 Fl. 72.19 236 028 Fl. 72.58 

00000001111011111011111011111101111101111101111 

1999 1998 1997 

00000001111011111011111011111101111 01111 01111 


Fair value per option (b) Fl. 29.59 Fl. 28.88 Fl. 12.19 








00000001111011111011111011111101111101111101111 


00000001111011111011111011111101111101111101111 


00511110051100511005 1100511005 





00511 1005 1005 1005 11005 005 

Fl. 50.87 43 970 10 months Fl. 50.87 43 970 Fl. 50.87 

Fl. 68.75 56 753 2 years Fl. 68.75 56 753 Fl. 68.75 

Fl. 94.75 58 766 3 years Fl. 94.75 58 766 Fl. 94.75 

Fl. 127.00 259 199 4 years Fl. 127.00 — — 

Fl. 140.27 272 150 5 years Fl. 140.27 — — 

00511 1005 1005 1005 11005 005 

Fl. 50.87 to Fl. 140.27 690 838 Fl. 119.85 159 489 Fl. 73.40 

00511 1005 1005 1005 11005 005



00000000000000001111 

The NA Option Plan 

The NA Option Plan provides for the granting of options to purchase a maximum of 3 200 000 shares in Unilever NV of the New York 

Registry, and amended in 1997 for an additional 4 000 000 shares of Unilever PLC, to key employees of the Group. Under the NA 

Option Plan, options are granted on a discretionary basis to acquire shares at market value on the day options are granted. 

These options become exercisable over a three-year period from the date of grant and have a maximum term of ten years. 

A summary of the status of the NA Option Plan as at 31 December 1999, 1998 and 1997 and the changes during the years ended on 

these dates is presented below: 

00000001111011111011111011111101111101111101111 


0511110511 0511110511 0511110511 




00000110511 10511 0511 10511 0511 10511 

NV Options 

Outstanding at the beginning of the year 1 702 300 US $ 41.04 1 735 963 US $ 33.64 2 092 448 US $ 29.78 

10511 10511 0511 10511 0511 10511 

Granted 293 888 US $ 69.19 261 073 US $ 76.69 330 952 US $ 48.50 

Exercised 23 933 US $ 29.27 291 802 US $ 29.01 685 433 US $ 28.97 

Forfeited 8 784 US $ 38.41 2 934 US $ 33.79 2 004 US $ 54.49 

10511 10511 0511 10511 0511 10511 

Outstanding at the end of the year 1 963 471 US $ 45.41 1 702 300 US $ 41.04 1 735 963 US $ 33.64 

10511 10511 0511 10511 0511 10511 

Options exercisable at the end of the year 1 388 599 US $ 36.21 1 073 084 US $ 31.83 952 065 US $ 28.67 

10511 10511 0511 10511 0511 10511 

PLC Options 

Outstanding at the beginning of the year 3 878 316 US $ 8.58 2 177 968 US $ 6.72 — — 

10511 10511 0511 10511 0511 10511 

Granted 1 968 176 US $ 9.30 1 747 196 US $ 10.85 2 177 968 US $ 6.72 

Exercised 5 356 US $ 6.72 40 552 US $ 6.72 — — 

Forfeited 10 656 US $ 9.46 6 296 US $ 6.72 — — 

10511 10511 0511 10511 0511 10511 

Outstanding at the end of the year 5 830 480 US $ 8.82 3 878 316 US $ 8.58 2 177 968 US $ 6.72 

10511 10511 0511 10511 0511 10511 

Options exercisable at the end of the year 1 982 696 US $ 7.92 688 800 US $ 6.72 — — 

10511110511110511110511110511110511 

1999 1998 1997 

00000001111011111011111011111101111 01111 01111 


Fair value per option (b) US $ 19.45 US $ 19.67 US $ 13.19 







Fair value per option (b) US $ 2.23 US $ 2.97 US $ 1.69 








00000001111011111011111011111101111101111101111



00000000000000001111 


00000001111011111011111011111101111101111101111 


00511110051100511111005 00111111005 





0051151 005 005 005 005 005 

NV Options 

US $ 25.69 43 000 3 years US $ 25.69 43 000 US $ 25.69 

US $ 26.81 117 236 4 years US $ 26.81 117 236 US $ 26.81 

US $ 25.67 225 398 5 years US $ 25.67 225 398 US $ 25.67 

US $ 31.60 5 200 6 years US $ 31.60 5 200 US $ 31.60 

US $ 31.95 288 166 6 years US $ 31.95 288 166 US $ 31.95 

US $ 33.89 413 140 7 years US $ 33.89 413 140 US $ 33.89 

US $ 48.74 317 420 8 years US $ 48.74 209 803 US $ 48.74 

US $ 76.69 260 023 9 years US $ 76.69 86 656 US $ 76.69 

US $ 69.19 293 888 10 years US $ 69.19 — — 

0051151 005 005 005 005 005 

US $ 25.67 to US $ 76.69 1 963 471 US $ 45.41 1 388 599 US $ 36.21 

0051151 005 005 005 005 005 

PLC Options 

US $ 6.72 2 122 188 8 years US $ 6.72 1 402 748 US $ 6.72 

US $ 10.85 1 740 116 9 years US $ 10.85 579 948 US $ 10.85 

US $ 9.30 1 968 176 10 years US $ 9.30 — — 

0051151 005 005 005 005 005 

US $ 6.72 to US $ 10.85 5 830 480 US $ 8.82 1 982 696 US $ 7.92 

0051151100510051005110051005 

The NA Purchase Plan 

The NA Purchase Plan provides for the granting of options to purchase a maximum of 10 000 000 shares of Unilever NV of the 

New York Registry. The first offering under the purchase plan was held in 1995, and was limited to options covering 2 000 000 shares. 

This offering ended in 1997. 

The second offering under the NA Purchase Plan was held in 1997, and was limited to 2 000 000 shares. Under the terms of the 

second offering, eligible employees could elect to accept the option to purchase any number of whole shares, being not less than 

40 or more than 416, by payroll deductions of up to 10% of annual base compensation over a two-year period in equal instalments 

beginning 1 November 1997 and ending 29 October 1999. At the end of the second offering, eligible employees exercised their 

options to purchase 631 493 NV shares at an option price of US $ 47.83, which represents a 10% discount to the market value on 

the grant date. This discount of US $ 4.4 million was amortised over the 24 month vesting period of the plan. 

The third offering, also limited to 2 000 000 shares, was held in 1999. Eligible employees can purchase between 30 and 381 shares 

by means of a maximum payroll deduction of 10% from January 2000 to December 2001. As at 31 December 1999 this represented 

557 062 NV shares. The option price of US $ 52.43, 10% below the market value on the grant date, leads to a discount of 

US $ 3.2 million being amortised over the 24 month vesting period. 

A summary of the status of the NA Purchase Plan as at 31 December 1999, 1998 and 1997 and the changes during these years is 


00000001111011111011111011111101111101111101111 


0511110511 0511110511 0511110511 




00000110511 10511 0511 10511 0511 10511 

Outstanding at the beginning of the year 785 756 US $ 47.83 912 752 US $ 47.83 1 019 636 US $ 28.89 

10511 10511 0511 10511 0511 10511 

Granted 633 913 US $ 52.43 — — 918 172 US $ 47.83 

Exercised 701 897 US $ 47.83 — — 969 724 US $ 28.89 

Forfeited 83 859 US $ 47.83 126 996 US $ 47.83 55 332 US $ 30.74 

10511 10511 0511 10511 0511 10511 

Outstanding at the end of the year 633 913 US $ 52.43 785 756 US $ 47.83 912 752 US $ 47.83 

10511 10511 0511 10511 0511 10511 


00000001111011111011111011111101111101111101111



00000000000000001111 

1999 1998 1997 

00000001111011111011111011111101111 01111 01111 


Fair value per option (b) US $ 14.80 — US $ 13.67 


Expected option term 2 years — 2 years 

Expected volatility 34.18% — 21.40% 

Expected dividend yield 1.23% — 0.82% 

Risk-free interest rate 3.66% — 4.43% 



00000001111011111011111011111101111101111101111 


00000001111011111011111011111101111101111101111 


00511110051100511005 00511005 





00511 1005 005 1005 005 1005 

US $ 52.43 633 913 2 years US $ 52.43 — — 

00000000000000001111


34 Summarised accounts of the NV and PLC parts of the Group 

00000000000000001111 

The following summarised accounts present the profit and loss account and balance sheet of the Unilever Group, analysed between 

the NV and PLC parts of the Group according to respective ownership. 

Profit and loss account for the year ended 31 December 

00000000000000001111 

Fl. million NV PLC 

01111101111101111 01111101111101111 

1999 1998 1997 1999 1998 1997 

0000000111101111 01111 01111 01111 01111 01111 

Turnover 60 947 61 495 65 239 29 349 27 617 29 358 

Continuing operations 60 647 61 495 62 586 29 349 27 617 28 014 

Acquisitions 300 — 

Discontinued operations 2 653 1 344 

Operating profit 5 841 5 565 4 555 3 641 4 153 3 008 

Continuing operations 5 854 5 565 4 217 3 641 4 153 2 832 

Acquisitions (13) — 

Discontinued operations 338 176 

Profit on sale of discontinued speciality chemicals businesses — — 6 463 — — 2 019 

Loss on disposal of fixed assets in continuing businesses — — (330) — — (154) 

Income from fixed investments 83 58 69 31 24 16 

Interest (85) 93 (182) 55 251 (48) 

01111 01111 01111 01111 01111 01111 

Profit on ordinary activities before taxation 5 839 5 716 10 575 3 727 4 428 4 841 

Taxation (1 882) (2 024) (2 857) (1 135) (1 314) (1 328) 

01111 01111 01111 01111 01111 01111 

Profit on ordinary activities after taxation 3 957 3 692 7 718 2 592 3 114 3 513 

Minority interests (75) (37) (69) (368) (281) (239) 

01111 01111 01111 01111 01111 01111 


00000000000000001111 

Balance sheet as at 31 December 

00000000000000001111 

Fixed assets 13 943 12 712 7 228 6 283 


Stocks 7 160 6 831 4 131 3 630 

Debtors 13 144 11 142 3 791 3 707 

Debtors due within one year 9 703 8 868 2 950 2 429 

Debtors due after more than one year 3 441 2 274 841 1 278 

Cash and current investments 8 440 16 637 3 621 6 244 

01111 01111 01111 01111 

28 744 34 610 11 543 13 581 

Creditors due within one year (19 156) (26 409) (7 584) (13 205) 

Borrowings (5 488) (4 428) (981) (695) 

Trade and other creditors (13 668) (21 981) (6 603) (12 510) 

Net current assets 9 588 8 201 3 959 376 

01111 01111 01111 01111 

Total assets less current liabilities 23 531 20 913 11 187 6 659 

00000000000000001111 

Creditors due after more than one year 5 793 6 218 448 484 

Borrowings 4 025 4 771 59 252 

Trade and other creditors 1 768 1 447 389 232 

Provisions for liabilities and charges 8 094 7 320 2 003 2 187 

Intra-group – NV/PLC (4 035) (567) 4 035 567 

Minority interests 187 128 1 088 771 

Capital and reserves 13 492 7 814 3 613 2 650 

01111 01111 01111 01111 

Total capital employed 23 531 20 913 11 187 6 659 

00000000000000001111


35 Impact of discontinued activities (1)(2) 

00000000000000001111 

Fl. million 

000005111 

1999 1998 1997 

00000000005105111 05111 05111 

Turnover (3) Total Group 90 296 89 112 94 597 


Discontinued operations — — 3 997 

Profit Before Tax Total Group 9 566 10 144 15 416 



Taxation On Profit (2) Total Group (3 017) (3 338) (4 185) 

Continuing businesses (3 017) (3 338) (2 208) 

Discontinued operations — — (1 977) 

Net Profit Total Group 6 106 6 488 10 923 



Combined Earnings Per Shar e Guilders per Fl. 1.12 (1997-1998: Fl. 1) of ordinary capital 

000005111 

Total Group 5.80 5.80 9.78 

Continuing businesses 5.80 5.80 3.54 

Discontinued operations — — 6.24 

Pence per 1.4p (1997-1998: 1.25p) of ordinary capital 

000005111 

Total Group 26.01 26.45 44.74 



On a SSAP 15 basis the figures would be: Guilders per Fl. 1.12 (1997-1998: Fl. 1) of ordinary capital 

000005111 

Total Group 5.74 5.67 9.20 




000005111 

Total Group 25.73 25.88 41.99 



On a US GAAP basis the figures would be: Guilders per Fl. 1.12 (1997-1998: Fl. 1) of ordinary capital 

000005111 

Total Group 5.20 5.01 9.47 




000005111 

Total Group 23.35 22.84 43.25 



(1) The figures shown above for discontinued activities are derived from internal financial information for purposes connected with the 

sale of the speciality chemicals businesses. 

(2) The taxation charge shown above, together with interest and certain other charges, for the activities to be discontinued are based 

in some cases on an allocation of the charge or credit incurred by the Unilever Group in the relevant country, and are not 

necessarily representative of the results of the activities discontinued or the continuing businesses on a stand alone basis. 

(3) Turnover excludes sales to Unilever group companies. 

00000000000000001111

Schedules – Unilever Group 

Valuation and qualifying accounts 

00000000000000001111 

Fl. million 

Schedule II 

00000000000000001111 

Additions 

051111105111 

Charge to Charged to 

Balance at profit and other accounts Balance at 

Description 1 January loss account (a) Deductions 31 December 

00000011111105111 05111 05111 05111 05111 

Year ended 31 December 1999 

Provision for doubtful debtors 533 188 37 (143) 615 

00000011111105111 05111 05111 05111 05111 


Provision for doubtful debtors 540 158 (3) (162) 533 

00000011111105111 05111 05111 05111 05111 


Provision for doubtful debtors 575 144 (13) (166) 540 

00000000000000001111 

(a) Includes currency retranslation of opening balances.

Key divergence statements from United States GAAP 


Unilever´s consolidated accounts are prepared in accordance with accounting principles which differ in some respects from those 

applicable in the United States. The following is a summary of the approximate effect on the Group’s net profit, combined earnings per 

share and capital and reserves of the application of United States generally accepted accounting principles (US GAAP). 

00000000000000001111 

Fl. million 

0110511150 

1999 1998 1997 

00000000000511111110 11110 11110 

Net profit as reported in the consolidated profit and loss account 6 106 6 488 10 923 

Attributable to: NV 3 882 3 655 7 649 

PLC 2 224 2 833 3 274 

US GAAP adjustments: 

Profit on sale of speciality chemicals businesses — — 244 

Goodwill (470) (437) (325) 

Identifiable intangibles (247) (240) (215) 

Restructuring costs 99 (412) 89 

Interest (19) (54) (22) 

Pensions (28) 16 (192) 

Taxation effect of above adjustments 47 244 79 

00000000000511111110 11110 11110 

Net increase/(decrease) (618) (883) (342) 

1110 11110 11110 

Approximate net income under US GAAP 5 488 5 605 10 581 

Attributable to: NV 3 472 2 941 7 458 

PLC 2 016 2 664 3 123 

00000000000000001111 

Approximate combined net income per share under US GAAP 


Approximate combined diluted net income per share under US GAAP 


00000000000000001111 

Capital and reserves as reported in the consolidated balance sheet 17 105 10 464 

Attributable to: NV 13 492 7 814 

PLC 3 613 2 650 

US GAAP adjustments: 

Goodwill 8 629 8 734 

Identifiable intangibles 6 584 5 945 

Restructuring costs 229 109 

Interest 1 223 1 095 

Pensions 408 491 

Dividends 1 970 17 886 

Taxation effect of above adjustments (2 265) (2 209) 

1110 11110 

Net increase 16 778 32 051 

1110 11110 

Approximate capital and reserves under US GAAP 33 883 42 515 

Attributable to: NV 25 165 28 479 

PLC 8 718 14 036 

00000000000000001111 

The aggregate amounts included in capital and reserves in respect of cumulative 

currency translation adjustments are as follows: 

Balance 1 January (8 289) (6 960) (7 661) 

Arising during the year 774 (1 329) 701 

1110 11110 11110 

Balance 31 December (7 515) (8 289) (6 960) 

1110 11110 11110 

The aggregate amounts of foreign currency transaction gains and (losses) charged in the 

consolidated profit and loss account are: (5) (196) (118) 

00000000000000001111

Differences from United States GAAP 


The consolidated accounts of the Unilever Group have been 

prepared in accordance with accounting principles which differ 

in certain respects from those generally accepted in the United 

States (US GAAP). 

The principal differences are set out below. 

Profit on sale of chemicals businesses 

Unilever calculates profit on sale of businesses after writing back 

any goodwill previously charged directly to reserves. Under 

US GAAP the profit on disposal of the discontinued speciality 

chemicals businesses is stated net of the relevant unamortised 

goodwill included on the balance sheet and the cumulative 

currency retranslation differences recognised through the 

statement of total recognised gains and losses. 

Goodwill and other intangibles 

Prior to 1 January 1998 Unilever wrote off goodwill and all other 

intangible assets arising on the acquisition of new interests in 

group companies and joint ventures directly to profit retained in 

the year of acquisition. Under US GAAP goodwill and identifiable 

intangibles, principally trade marks, are capitalised and amortised 

against income over their estimated useful lives, not exceeding 

40 years. 

There is no difference between the accounting policy applied to 

goodwill and intangible assets purchased after 1 January 1998 

and US GAAP. 

Restructuring costs 

Under Unilever’s accounting policy certain restructuring costs 

are recognised when a restructuring plan has been announced. 

Under US GAAP certain additional criteria must be met before 

such charges are recognised. 

Interest 

Unilever treats all interest costs as a charge to the profit and loss 

account in the current period. Under US GAAP interest incurred 

during the construction periods of tangible fixed assets is 

capitalised and depreciated over the life of the assets. 

Pensions 

Under Unilever´s accounting policy the expected costs of 

providing retirement pensions are charged to the profit and loss 

account over the periods benefiting from the employees´ services. 

Variations from expected cost are similarly spread. Under US 

GAAP pension costs and liabilities are calculated in accordance 

with Statement of Financial Accounting Standards No. 87 (SFAS 

87), which requires the use of a prescribed actuarial method and 

a set of measurement principles. 

Investments 

Unilever accounts for current investments, which are liquid funds 

temporarily invested, at their market value. 

Unilever accounts for changes in the market value of current 

investments as interest receivable in the profit and loss account 

for the year. Under US GAAP, such current asset investments are 

classified as ‘available for sale securities’ and changes in market 

rates, which represent unrealised gains or losses, are excluded 

from earnings and taken to stockholders’ equity. Unrealised gains 

and losses arising from changes in the market values of securities 

available for sale are not material. 

Unilever accounts for fixed investments other than in joint 

ventures at cost less any amounts written off to reflect a 

permanent diminution in value. Under US GAAP such investments 

are held at fair value. The difference is not material. 

Dividends 

The proposed final ordinary dividends are provided for in the 

Unilever accounts in the financial year in the year to which they 

relate. Under US GAAP such dividends are not provided for until 

they become irrevocable. 

Cash flow statement 

Under US GAAP various items would be reclassified within the 

consolidated cash flow statement. In particular, interest received, 

interest paid and taxation would be part of net cash flow from 

operating activities, and dividends paid would be included within 

net cash flow from financing. In addition, under US GAAP cash 

and cash equivalents comprise cash balances and current 

investments with an original maturity at the date of investment 

of less than three months. Under Unilever’s presentation, 

cash includes only cash in hand or available on demand 

less bank overdrafts. 

Movements in those current investments which are included 

under the heading of cash and cash equivalents under US GAAP 

form part of the movement entitled ‘Management of liquid 

resources’ in the cash flow statements. At the end of 1999 

the balance of such investments was Fl. 62 million (1998: 

Fl. 6 622 million, 1997: Fl. 3 954 million). 

Exceptional items 

In accordance with United Kingdom Financial Reporting Standard 

Number 3 (Reporting Financial Performance) certain nonoperating 

exceptional items are shown separately in the profit 

and loss account below operating profit and before interest. 

Under US GAAP most non-operating exceptional items would 

be included in operating profit from continuing operations. 

The profit arising on disposal of the speciality chemicals 

businesses in 1997 would be presented as a separate line 

below income from continuing operations. 

Discontinued operations 

Unilever analyses turnover and operating profit between 

continuing and discontinued operations. Under US GAAP the 

operating profit from discontinued operations would be shown 

on a separate line below income from continuing operations.

Principal group companies and fixed investments as at 31 December 1999 


5000000011111 

The companies listed below and on pages 109 and 110 are those 

which in the opinion of the directors, principally affect the 

amount of profit and assets shown in the Unilever Group 

accounts. The directors consider that those companies not 

listed are not significant in relation to Unilever as a whole. 

Full information as required by Articles 379 and 414 of Book 2, 

Civil Code, in the Netherlands has been filed by Unilever N.V. 

with the Commercial Registry in Rotterdam. 

Particulars of PLC group companies and other significant holdings 

as required by the United Kingdom Companies Act 1985 will be 

annexed to the next Annual Return of Unilever PLC. 

The main activities of the companies listed below are indicated 

according to the following key: 

5000000011111 

Holding companies H 

Foods F 

Home & Personal Care P 

Other Operations O 

5000000011111 

Unless otherwise indicated the companies are incorporated and 

principally operate in the countries under which they are shown. 

The letters NV or PLC after the name of each country indicate 

whether in the country concerned the shares in the companies 

listed are held directly or indirectly by NV and/or by PLC. 

The percentage of equity capital directly or indirectly held by NV 

or PLC is shown in the margin, except where it is 100%. All 

percentages are rounded down to the nearest whole number. 

5000000011111 

Principal group companies 

% Europe 

0000000151111 

Austria – NV 

Austria Frost Nahrungsmittel Ges.m.b.H. F 

Eskimo-Iglo Ges.m.b.H. F 

Österreichische Unilever Ges.m.b.H. FP 

5000000011111 

Belgium – NV 

Unilever Belgium N.V. FPO 

5000000011111 

Czech Republic – NV 

Unilever ˘CR s.r.o. FP 

5000000011111 

Denmark – NV 

Unilever Danmark A/S FP 

5000000011111 

Finland – NV 

Suomen Unilever Oy FP 

5000000011111 

France – NV 

99 Astra-Calvé S.A. F 

99 Boursin S.A.S. F 

99 Choky S.A. F 

99 Cogesal-Miko S.A. F 

99 Elida Fabergé S.A. P 

99 Fralib S.A. F 

99 Frigedoc S.A. F 

99 Lever S.A. P 

99 Relais d’Or-Miko S.A. F 

99 Unilever France S.A. H 

5000000011111 

* See ‘Basis of consolidation’ on page 62. 

5000000011111 

% Europe (continued) 

Germany – NV 

Deutsche Unilever GmbH H 

Langnese-Iglo GmbH F 

Lever Fabergé Deutschland GmbH P 

Meistermarken-Werke GmbH, 

Spezialfabrik für Back-und Grossküchenbedarf F 

Union Deutsche Lebensmittelwerke GmbH F 

5000000011111 

Greece – NV 

51 ‘Elais’ Oleaginous Products A.E. F 

Unilever Hellas A.E.B.E. FP 

5000000011111 

Hungary – NV 

Unilever Magyarország Beruházási Kft FP 

5000000011111 

Ireland – PLC 

Lever Fabergé Ireland Ltd. P 

Lyons Tea Ireland Ltd. F 

Van den Bergh Foods Ltd. F 

5000000011111 

Italy – NV 

Sagit SpA F 

Unilever Italia SpA FP 

5000000011111 

The Netherlands – NV 

DiverseyLever B.V. P 

IgloMora Groep B.V. F 

Lever Fabergé Nederland B.V. P 

Loders Croklaan B.V. F 

* Unilever N.V. H 

Unilever Nederland B.V. H 

UniMills B.V. F 

Van den Bergh Nederland B.V. F 

5000000011111 

Poland – NV 

99 Unilever Polska S.A. FP 

5000000011111 

Portugal – NV 

74 IgloOlá-Distribuição de Gelados e de Ultracongelados, Lda. F 

60 LeverElida-Distribuição de Produtos de Limpeza e 

Higiene Pessoal, Lda. P 

5000000011111 

Romania – NV 

99 Unilever Romania FP 

5000000011111 

Russia – NV 

Unilever SNG FP 

000000011111 

Slovakia – NV 

Unilever Slovensko spol. sr. o. FP 

5000000011111 

Spain – NV 

99 Frigo S.A. F 

Frudesa S.A. F 

Unilever España S.A. HP 

Unilever Foods España S.A. F 

5000000011111



Principal group companies (continued) 

5000000011111 

% Europe (continued) 

Sweden – NV 

GB Glace AB F 

Lever Fabergé AB P 

Van den Bergh Foods AB F 

5000000011111 

Switzerland – NV 

DiverseyLever A.G. P 

Lever Fabergé A.G. P 

Lipton-Sais F 

Meina Holding A.G. H 

Pierrot-Lusso A.G. F 

Sunlight A.G. O 

Unilever Cosmetics International S.A. P 

Unilever (Schweiz) A.G. O 

5000000011111 

Turkey – NV 

82 Lever Elida Temizlik ve Ki,sisel Bakım Ürünleri 

Sanayi ve Ticaret A.‚S. P 

Unikom Gida Sanayi ve Ticaret A.‚S. F 

Unilever Sanayi ve Ticaret Türk A.‚S. F 

Unilever Tüketim Ürünleri Satı,s Pazarlama ve Ticaret A. ‚S. FP 

5000000011111 

United Kingdom – PLC 

Birds Eye Wall’s Ltd. F 

Calvin Klein Cosmetics (UK) Ltd. P 

DiverseyLever Ltd. P 

Elida Fabergé Ltd. P 

Elizabeth Arden Ltd. P 

Lever Brothers Ltd. P 

Lipton Ltd. F 

* Unilever PLC H 

Unilever U.K. Central Resources Ltd. O 

Unilever U.K. Holdings Ltd. H 

Unipath Ltd. P 

Van den Bergh Foods Ltd. F 

% North America 

Canada – PLC 

UL Canada Inc. FP 

Unilever Canada Limited H 

United States of America – NV (75%); PLC (25%) 

† Calvin Klein Cosmetics Company P 

DiverseyLever, Inc. P 

† Elizabeth Arden Co. P 

† Good Humor-Breyers Ice Cream F 

† Gorton’s F 

† Lipton F 

Unilever Capital Corporation O 

† Unilever Home & Personal Care USA P 

Unilever United States, Inc. H 

* See ‘Basis of consolidation’ on page 62. 

† A division of Conopco, Inc., a subsidiary of Unilever United 

States, Inc. 

5000000011111 

% Africa and Middle East 

Côte d’Ivoire – PLC 

90 Blohorn S.A. FPO 

5000000011111 

Democratic Republic of Congo – NV 

Compagnie des Margarines, Savons et 

Cosmétiques au Congo s.a.r.l. FP 

76 Plantations et Huileries du Congo O 

5000000011111 

Dubai – PLC 

Unilever Gulf Free Zone Establishment O 

5000000011111 

Egypt – PLC 

60 Fine Foods Egypt SAE F 

Lever Egypt SAE P 

5000000011111 

Ghana – PLC 

67 Unilever Ghana Ltd. FPO 

5000000011111 

Israel – PLC 

50 Glidat Strauss Ltd. F 

Lever Israel Ltd. P 

5000000011111 

Kenya – PLC 

88 Brooke Bond Kenya Ltd. O 

East Africa Industries Ltd. FP 

5000000011111 

Malawi – PLC 

Lever Brothers (Malawi) Ltd. FP 

5000000011111 

Morocco – PLC 

Lever Maroc S.A. P 

5000000011111 

Nigeria – PLC 

50 Lever Brothers Nigeria PLC FP 

5000000011111 

Saudi Arabia – PLC 

49 Binzagr Lever Ltd. P 

49 Binzagr Lipton Ltd. F 

49 Binzagr Wall’s Ltd. F 

49 Lever Arabia Ltd. P 

5000000011111 

South Africa – PLC 

Unilever South Africa (Pty.) Ltd. FP 

5000000011111 

Tanzania – PLC 

Brooke Bond Tanzania Ltd. O 

5000000011111 

Uganda – PLC 

Unilever Uganda Ltd. FP 

5000000011111 

Zambia – PLC 

Lever Brothers Zambia Limited FP 

5000000011111 

Zimbabwe – PLC 

Lever Brothers (Private) Ltd. FP



Principal group companies (continued) 

5000000011111 

% Asia and Pacific 

Australia – PLC 

Unilever Australia Ltd. FP 

5000000011111 

Bangladesh – PLC 

61 Lever Brothers Bangladesh Ltd. FP 

5000000011111 

China – NV 

Unilever (China) Ltd. H 

Unilever Foods (China) Company Ltd. F 

97 Wall’s (China) Company Ltd. F 

China S.A.R. – NV 

Unilever Hong Kong Ltd. FP 

5000000011111 

India – PLC 

51 Hindustan Lever Ltd. (NV 2%) FPO 

5000000011111 

Indonesia – NV 

85 P.T. Unilever Indonesia FP 

5000000011111 

Japan – NV 

Nippon Lever B.V. (incorporated in the Netherlands) FP 

Japan – PLC 

Lever Brothers Ltd. (incorporated in the United Kingdom) P 

5000000011111 

Malaysia – PLC 

Pamol Plantations Sdn. Bhd. O 

70 Unilever (Malaysia) Holdings Sdn. Bhd. FP 

5000000011111 

New Zealand – PLC 

Unilever New Zealand Ltd. FP 

5000000011111 

Pakistan – PLC 

67 Lever Brothers Pakistan Ltd. FP 

5000000011111 

Philippines – NV 

Unilever Philippines Inc. FP 

5000000011111 

Singapore – PLC 

Unilever Singapore Private Ltd. FP 

5000000011111 

South Korea – NV 

Unilever Korea P 

5000000011111 

Sri Lanka – PLC 

Unilever Ceylon Ltd. FPO 

5000000011111 

Taiwan – NV 

Unilever Taiwan Ltd. P 

5000000011111 

Thailand – NV 

Unilever Thai Holdings Ltd. FP 

5000000011111 

Vietnam – NV 

66 Lever HASO P 

66 Lever VISO P 

% Latin America 

Argentina – NV 

Unilever de Argentina S.A. FP 

5000000011111 

Bolivia – NV 

Quimbol Lever S.A. FP 

5000000011111 

Brazil – NV 

99 Indústrias Gessy Lever Ltda. FP 

5000000011111 

Chile – NV 

Lever Chile S.A. (PLC 25%) FP 

5000000011111 

Colombia – NV 

Unilever Andina (Colombia) S.A. FP 

60 Varela S.A. P 

5000000011111 

5000000011111 

% Latin America (continued) 

Dominican Republic – NV 

Unilever Dominicana S.A. P 

5000000011111 

El Salvador – NV 

60 Industrias Unisola S.A. FP 

5000000011111 

Mexico – NV 

Unilever de Mexico S.A. FP 

5000000011111 

Netherlands Antilles – NV 

Unilever Becumij N.V. O 

5000000011111 

Paraguay – NV 

Unilever Capsa del Paraguay S.A. FP 

5000000011111 

Peru – NV 

99 Industrias Pacocha S.A. FP 

5000000011111 

Trinidad & Tobago – PLC 

50 Lever Brothers West Indies Ltd. FP 

5000000011111 

Uruguay – NV 

Sudy Lever S.A. FP 

5000000011111 

Venezuela – NV 

Unilever Andina S.A. FP 

Principal fixed investments 

Joint ventures 

% Europe 

Portugal – NV 

40 FIMA–Produtos Alimentares, Lda. F 

% North America 

United States of America – NV (75%); PLC (25%) 

50 The Pepsi/Lipton Tea Partnership F

Company accounts 

Unilever N.V . 


00000000000000001111 

Fl. million 

0051110 

1999 1998 

000000000000001111 05111 

Fixed assets 

Fixed investments 2 197 1 674 


Debtors 15 589 21 712 

Current investments 1 342 587 

Cash at bank and in hand 3 632 1 385 

1101111 05111 



Net current assets 9 736 5 304 

111101111 05111 

Total assets less current liabilities 11 933 6 978 

00000000000000001111 

Creditors due after more than one year 3 580 3 780 

Provisions for liabilities and charges 376 349 

Capital and reserves 7 977 2 849 

Called up share capital: 

Preferential share capital 20 286 265 

Ordinary share capital 20 642 642 

1101111 05111 

928 907 

Share premium account 3 076 52 

Profit retained and other reserves 3 973 1 890 

Total capital employed 11 933 6 978 

00000000000000001111 

Profit and loss account as at 31 December 

00000000000000001111 

Income from fixed investments after taxation 3 260 6 984 

Other income and expenses 755 190 

111101111 05111 

Profit of the year 4 015 7 174 

00000000000000001111 

Pages 62 to 104 and 108 to 112 contain the notes to the NV company accounts. For the information required by Article 392 of Book 

2, Civil Code, refer to pages 61 and 113. 

As the accounts of NV have been included in the consolidated accounts, the profit and loss account mentions only income from fixed 

investments after taxation as a separate item. The balance sheet includes the proposed profit appropriation. 

The Board of Directors 

7 March 2000 

References relate to a note on pages 80 to 83.

Notes to the company accounts 



00000000 

Fl. million 

051110 

1999 1998 

0000005 0111 

Shares in group companies 2 173 2 173 

Book value of PLC shares held in 

connection with share options (a) 276 — 

Less NV shares held by group 

companies (a) (252) (499) 

51115 0111 

2 197 1 674 

51115 0111 

(a) During 1999 NV acquired from group companiesNV and PLC shares 

held in connection with share options. The PLC shares held by NV are 

shown as part of the NV fixed investments; NV shares still held by 

group companies are deducted from NV fixed investments; NV shares 

now held directly by NV are no longer deducted. 

00000000 

Debtors 

00000000 

Loans to group companies 8 844 7 935 

Other amounts owed by group companies 6 023 13 338 

Amounts owed by undertakings in which 

the company has a participating interest 156 155 

Other 566 284 

51115 0111 

15 589 21 712 

51115 0111 

Of which due after more than one year 2 404 2 810 

00000000 

Current investments 

00000000 

Listed stocks 1 342 587 

Cost of current investments 1 338 570 

00000000 

Cash at bank and in hand 

00000000 

This includes amounts for which repayment 

notice is required of 3 376 1 169 

00000000 

Creditors 

00000000 


Bank loans and overdrafts 25 33 


Loans from group companies 41 26 

Other amounts owed to group companies 7 488 6 284 

Taxation and social security 128 126 

Accruals and deferred income 348 213 

Dividends 1 098 10 375 

Other 299 70 

51115 0111 

10 827 18 380 

51115 0111 



Loans from group companies — — 

51115 0111 

3 580 3 780 

51115 0111 

These include amounts due 

after more than five years: 

Bonds and other loans 439 1 698 

00000000 

Provisions for liabilities and charges 

00000000 

Fl. million 

051110 

1999 1998 

0000005 0111 

Pension provisions 287 275 

Deferred taxation and other provisions 89 74 

51115 0111 

376 349 

51115 0111 

Of which due within one year 18 41 

00000000 

Ordinary share capital 

00000000 

Shares numbered 1 to 2 400 are held by a subsidiary of NV and a 

subsidiary of PLC. Additionally, 7 225 674 Fl. 1.12 ordinary shares 

are held by NV and other group companies and trusts. Full details 

are given in note 20 on pages 80 to 83. 

00000000 

Share premium account 

00000000 

The share premium shown in the balance sheet is not available 

for issue of tax free bonus shares or for tax free repayment. For 

an amount of Fl. 3 045 million the premium is for Dutch tax 

purposes considered ‘profit retained’. 

00000000 

Profit retained and other reserves 

00000000 

Profit retained 31 December 4 782 2 388 

Cost of NV shares purchased and held 

by NV and by group companies (809) (498) 

51115 0111 

Balance 31 December 3 973 1 890 

51115 0111 

Profit retained shown in the company accounts and the notes 

thereto is less than the amount shown in the consolidated 

balance sheet, mainly because only part of the profits of group 

companies has been distributed in the form of dividends. 

00000000 

Contingent liabilities 

00000000 

These are not expected to give rise to any material loss and 

include guarantees given for group and other companies, under 

which amounts outstanding at 31 December were: 

Group companies 4 120 4 303 

Other 1 — 

51115 0111 

4 121 4 303 

51115 0111 

Of the above, guaranteed also by PLC 990 868 

00000000

Further statutory information 


The rules for profit appropriation in the Articles of 

Association (summary of Article 41) 

00000000 

The profit of the year is applied firstly to the reserves required by 

law or by the Equalisation Agreement, secondly to cover losses 

of previous years, if any, and thirdly to the reserves deemed 

necessary by the Board of Directors. Dividends due to the holders 

of the Cumulative Preference Shares, including any arrears in such 

dividends, are then paid; if the profit is insufficient for this 

purpose, the amount available is distributed to them in 

proportion to the dividend percentages of their shares. Any profit 

remaining thereafter is at the disposal of the General Meeting. 

Distributions from this remaining profit are made to the holders 

of the ordinary shares pro rata to the nominal amounts of their 

holdings. The General Meeting can only decide to make 

distributions from reserves on the basis of a proposal by the 

Board and in compliance with the law and the Equalisation 

Agreement. 

00000000 

Fl. million 

051110 

1999 1998 

0000005 0111 

Proposed profit appropriation 

Profit of the year 4 015 7 174 

Preference dividends (44) (15) 

51115 0111 

Profit at disposal of the Annual General 

Meeting of shareholders 3 971 7 159 

Ordinary dividends (1 577) (10 889) 

51115 0111 

Profit of the year retained 2 394 (3 730) 

Profit retained – 1 January 2 388 6 118 

51115 0111 

Profit retained – 31 December 4 782 2 388 

00000000 

Special controlling rights under the Articles of Association 

00000000 

See note 20 on page 80. 

00000000 

Auditors 

00000000 

A resolution will be proposed at the Annual General Meeting on 

3 May 2000 for the reappointment of PricewaterhouseCoopers 

N.V. as auditors of NV. The present appointment will end at the 

conclusion of the Annual General Meeting. 

00000000 

J W B Westerburgen 

S G Williams 

Joint Secretaries of Unilever N.V. 

7 March 2000 

Corporate Centr e 

Unilever N.V. 

Weena 455 

PO Box 760 

3000 DK Rotterdam

Company accounts 

Unilever PLC 


00000000000000001111 

£ million 

0051110 

1999 1998 

000000000000001111 05111 

Fixed assets 

Fixed investments 1 196 1 421 


Cash and current investments 5 501 

Debtors 1 047 2 248 

Debtors due within one year 1 047 2 248 

Debtors due after more than one year — — 

111101111 05111 



Net current liabilities (145) (657) 

111101111 05111 

Total assets less current liabilities 1 051 764 

00000000000000001111 

Creditors due after more than one year — — 

Capital and reserves 1 051 764 

Called up share capital 20 41 41 

Share premium account 94 94 

Capital redemption reserve 22 11 11 

Profit retained 905 618 

Total capital employed 1 051 764 

00000000000000001111 

All amounts included in capital and reserves are classified as equity as defined under United Kingdom Financial Reporting Standard 4. 

As permitted by Section 230 of the United Kingdom Companies Act 1985, PLC’s profit and loss account does not accompany its 

balance sheet. 

On behalf of the Board of Directors 

N W A FitzGerald Chairman 

A Burgmans Vice-Chairman 

7 March 2000 

References relate to notes on pages 80 to 84.

Notes to the company accounts 



00000000 

£ million 

051110 

1999 1998 

0000005 0111 

Shares in group companies 1 016 1 272 

Book value of PLC shares held in 

connection with share options 180 149 

0111 0111 

1 196 1 421 

0111 0111 

Shares in group companies 

Shares in group companies are stated at cost or valuation, less 

amounts written off. 



Additions 218 

Disposals (474) 

0111 


0111 

Shares held in connection with share options 


1 January 149 

Additions 81 

Disposals (50) 

0111 


00000000 

Debtors 

00000000 


Amounts owed by group companies 1 034 2 246 

Other 13 2 

0111 0111 

1 047 2 248 

0111 0111 


Amounts owed by group companies — — 

0111 0111 

— — 

0111 0111 

Total debtors 1 047 2 248 

00000000 

Creditors 

00000000 

£ million 

051110 

1999 1998 

0000005 0111 


Amounts owed to group companies 940 949 

Bonds and other loans — — 

Taxation and social security 10 36 

Dividends 246 2 406 

Other 1 15 

0111 0111 

1 197 3 406 

0111 0111 


Bonds and other loans — — 

00000000 

Profit retained 

00000000 

1 January 618 896 

Goodwill movements — — 

Profit of the year 643 2 222 

Dividends on ordinary and deferred shares (356) (2 500) 

0111 0111 


00000000 

Contingent liabilities 

00000000 

These are not expected to give rise to any 

material loss and include guarantees 

given for group companies, under 

which amounts outstanding at 

31 December were: 899 1 038 

0111 0111 

Of the above, guaranteed also by NV 279 278 

00000000 

Remuneration of auditors 

00000000 

Parent company audit fee 1.3 1.1 

Payments by the parent company for 

non-audit services provided by 

PricewaterhouseCoopers United Kingdom 3.6 0.7 

00000000 

Profit appropriation 

00000000 

The proposed appropriation of the profit of PLC is as follows: 

Interim and recommended final dividends 356 2 500 

0111 0111 

Profit of the year retained 287 (278) 

00000000

Further statutory information and other information 


Capital and membership 

00000000000000001111 

At 31 December 1999 PLC had 117 980 ordinary shareholdings. 

The following table analyses the registered holdings of PLC’s 1.4p ordinary shares at 31 December 1999. 

00000000000000001111 

Number Total 

Number of shares of holdings % shares held % 

511110511 00000511111 0011 0510 0011 

1 – 1 000 40 749 34.54 22 855 828 0.78 

1 001 – 2 500 34 850 29.54 57 350 097 1.97 

2 501 – 5 000 20 302 17.21 72 263 890 2.48 

5 001 – 10 000 12 247 10.38 85 908 494 2.95 

10 001 – 25 000 6 467 5.48 97 409 085 3.35 

25 001 – 50 000 1 498 1.27 51 534 218 1.77 

50 001 – 100 000 684 0.58 47 274 912 1.62 

100 001 – 1 000 000 870 0.74 273 248 508 9.39 

Over 1 000 000 313 0.26 2 203 613 548 75.69 

511110511 00000511111 0011 0510 0011 

117 980 100.00 2 911 458 580 100.00 

00000000000000001111 

Substantial interests in the share capital of PLC 

00000000000000001111 

The Register maintained by PLC pursuant to Section 211 of the Companies Act 1985 shows that at the date of signing the Report and 

Accounts 156 815 034 ordinary shares in PLC, representing approximately 5% of the issued ordinary capital, were held jointly by Sir 

Michael Angus, The Rt Hon The Viscount Leverhulme, Sir Michael Perry, N W A FitzGerald and Dr J I W Anderson as trustees of the 

Leverhulme Trust and the Leverhulme Trade Charities Trust. 

The Register also shows the following interests in PLC’s Ordinary and Deferred capital on that date: 

00000000000000001111 

Approximate 

Holder Class % held 

0000000111110000005 0011 

Prudential Corporation plc Ordinary 3 

N.V. Elma Deferred 50 

United Holdings Limited Deferred 50 

00000000000000001111 

Directors’ interests 

00000000000000001111 

The Register of Directors’ Interests in the share capital of PLC and its subsidiaries, which contains full details of the directors’ PLC 

shareholdings and options, is open to inspection by shareholders and will be open for inspection at the Annual General Meeting. 

00000000000000001111 

Employee involvement and communication 

00000000000000001111 

Unilever’s companies maintain formal processes to inform, consult and involve employees and their representatives. Most of the United 

Kingdom sites are accredited to the Investors in People standard. The European Foundation for Quality Management’s model for 

measuring Business Excellence, with its strong emphasis on maximising the potential of employees, is also widely employed. 

A European Works Council, embracing employee and management representatives from 15 countries of Western Europe, has been in 

existence for three years, and provides a forum for discussing issues that extend across national boundaries. 

The directors’ report of the United Kingdom group companies contain more details about how they have communicated with their 

employees during 1999. 

00000000000000001111 

Equal opportunities and diversity 

00000000000000001111 

Every Unilever company in the United Kingdom has an equal opportunities policy and actively pursues equality of opportunity for all 

employees. 

During 1999, all United Kingdom companies committed to a major UK-wide action programme to accelerate progress in achieving 

diversity. They are committed to having an even greater diversity at all levels within the organisation, and will continue to create an 

environment in which individuals’ differences are appreciated and in which all employees feel valued and respected. 

00000000000000001111 

Charitable and other contributions 

00000000000000001111 

During the year group companies made financial contributions of £6 million to United Kingdom charitable organisations and assisted 

them with a further £1 million of support in other forms. In addition, £100 000 was given to Britain in Europe. No contribution was 

made for political purposes. 

00000000000000001111

Further statutory information and other information 


Supplier payment policies 

00000000000000001111 

Individual operating companies are responsible for agreeing the terms and conditions under which business transactions with their 

suppliers are conducted. The directors’ reports of United Kingdom operating companies give information about their supplier payment 

policies as required by the United Kingdom Companies Act 1985. PLC, as a holding company, does not itself make any relevant 

payments in this respect. 

00000000000000001111 

Interests in land 

00000000000000001111 

The majority of Unilever’s land and buildings are used for the productive and distributive activities of the Group and are not held for 

resale. The directors take the view that any difference between their market value and the amount at which they are included in the 

balance sheet is not of such significance as to require that attention be drawn to it, as would be required by Schedule 7 (Part I) of the 

United Kingdom Companies Act 1985. 

00000000000000001111 

Auditors 

00000000000000001111 

A resolution will be proposed at the Annual General Meeting on 3 May 2000 for the reappointment of PricewaterhouseCoopers as 

auditors of PLC. The present appointment will end at the conclusion of the Annual General Meeting. 

00000000000000001111 

Corporate Centr e 


PO Box 68 Unilever House 

Blackfriars 

London EC4P 4BQ 

Unilever PLC Registered Office 

Port Sunlight 

Wirral 

Merseyside CH62 4UJ 

By Order of the Boar d 

J W B Westerburgen 

S G Williams 

Joint Secretaries of Unilever PLC 

7 March 2000 

Unilever PLC Registrars 

Lloyds TSB Registrars 

The Causeway 

Worthing 

West Sussex BN99 6DA

Control of Unilever 

NV’s issued share capital on 31 December 1999 was made 

up of: 

• 

• 

• 

Fl. 640 165 008 split into 571 575 900 ordinary shares 

of Fl. 1.12 each. 

Fl. 2 400 000 split into 2400 ordinary shares 

numbered 1 to 2400, known as special shares. 

Fl. 286 207 379 split into several classes of cumulative 

preference shares. 

Shareholders of NV have one vote for every ten cents 

(Fl. 0.10) of capital they own, of whatever type. An 

exception is that half of the special shares are owned by 

Naamlooze Vennootschap Elma, which is not allowed to 

vote at general NV shareholders’ meetings because it is 

a subsidiary of NV. 

PLC’s issued share capital on 31 December 1999 was 

made up of: 

• 

• 

£40 760 420 split into 2 911 458 580 ordinary shares 

of 1.4p each. 

£100 000 of deferred stock. 

Shareholders of PLC have one vote for every 1.4p of 

capital they own, of whichever type. An exception is that 

half of the deferred stock is owned by United Holdings 

Limited, which is not allowed to vote at general PLC 

shareholders’ meetings because it is a subsidiary of PLC. 

Unity of management 

In order to ensure unity of management, NV and PLC 

have the same directors. We achieve this through our 

nomination procedure. Only the holders of NV’s special 

shares can nominate anyone for election to the NV board, 

and only the holders of PLC’s deferred stock can nominate 

anyone for election to the PLC board. The current 

directors can ensure that both NV and PLC shareholders 

are presented with the same candidates for election as 

directors, because the joint holders of both the special 

shares and the deferred stock are NV Elma and United 

Holdings Limited, which are subsidiaries of NV and PLC. 

NV and PLC both act as directors of NV Elma and of 

United Holdings Limited. The Chairmen of NV and PLC 

are additional directors of United Holdings Limited. 

Equalisation Agreement 

In order that NV and PLC operate for all practical purposes 

as a single company, we have an Equalisation Agreement. 

Under the Equalisation Agreement NV and PLC adopt the 

same financial periods and accounting policies. Neither 

company can issue or reduce capital without the consent 

of the other. If one had losses, or was unable to pay its 

preference dividends, we would make up the loss or 

shortfall out of: 

• 

• 

• 

the current profits of the other company (after it has 

paid its own preference shareholders). 

then its own free reserves. 

then the free reserves of the other company. 

If either company could not pay its ordinary dividends we 

would follow the same procedure, except that the current 

profits of the other company would only be used after it 

had paid its own ordinary shareholders and if the directors 

thought it appropriate. 

So far NV and PLC have always been able to pay their own 

dividends, so we have never had to follow this pro c e d u re . 

I f we did, the payment from one company to the other 

would be subject to any United Kingdom and Dutch tax 

and exchange control laws applicable at that time. 

The Equalisation Agreement also makes the position of 

the shareholders of both companies, as far as possible, 

the same as if they held shares in a single company. To 

make this possible we compare the ordinary share capital 

of the two companies in units: a unit made up of Fl. 12 

nominal of NV’s ordinary capital carries the same weight 

as a unit made up of £1 nominal of PLC’s ordinary capital. 

For every unit (Fl. 12) you have of NV you have the same 

rights and benefits as the owner of a unit (£1) of PLC. 

NV’s ordinary shares currently each have a nominal value 

of Fl. 1.12, and PLC’s share capital is divided into ordinary 

shares of 1.4p each. This means that a Fl. 12 unit of NV is 

made up of 10.71 NV ordinary shares of Fl. 1.12 each and 

a £1 unit of PLC is made up of 71.43 PLC ordinary shares 

of 1.4p each. Consequently, one NV ordinary share 

equates to 6.67 ordinary shares of PLC. 

When we pay ordinary dividends we use this formula. 

On the same day NV and PLC allocate funds for the 

dividend from their parts of our current profits and free 

reserves. We pay the same amount on each NV share as 

on 6.67 PLC shares calculated at the relevant exchange 

rate: for interim dividends this exchange rate is the 

average rate for the quarter before we declare the 

dividend. For final dividends it is the average rate for the 

year. In arriving at the equalised amount we include any 

tax payable by the company in respect of the dividend, 

but calculate it before any tax deductible by the company 

from the dividend. 

In principle, issues of bonus shares and rights offerings 

can only be made in ordinary shares. Again we would


ensure that shareholders of NV and PLC received shares 

in equal proportions, using the ratio of Fl. 12 NV nominal 

share capital to £1 PLC nominal share capital. The 

subscription price for one new NV share would have to be 

the same, at the prevailing exchange rate, as the price for 

6.67 new PLC shares. 

Under the Equalisation Agreement (as amended in 1981) 

the two companies are permitted to pay different 

dividends in the following exceptional circumstances: 

• 

• 

if the average annual sterling/guilder exchange rate 

changed so substantially from one year to the next 

that to pay equal dividends at the current exchange 

rates, either NV or PLC would have to pay a dividend 

that was unreasonable (i.e. substantially larger or 

smaller in its own currency than the dividend it paid 

in the previous year). 

the government of the United Kingdom or the 

Netherlands could in some circumstances place 

restrictions on the proportion of a company’s profits 

which can be paid out as dividends. This could mean 

that in order to pay equal dividends one company 

would have to pay out an amount which would 

breach the limitations in place at the time, or that the 

other company would have to pay a smaller dividend. 

In either of these rare cases, NV and PLC could pay 

different amounts of dividend if the Boards thought it 

appropriate. The company paying less than the equalised 

dividend would put the difference between the dividends 

into a reserve: an equalisation reserve in the case of 

exchange rate fluctuations, or a dividend reserve in the 

case of a government restriction. The reserves would be 

paid out to its shareholders when it became possible or 

reasonable to do so, which would ensure that the 

shareholders of both companies would ultimately be 

treated the same. To date we have never had to use these 

measures. 

If both companies go into liquidation, NV and PLC will 

each use any funds available for shareholders to pay the 

prior claims of their own preference shareholders. Then 

they will use any surplus to pay each other’s preference 

shareholders, if necessary. After these claims have been 

met, they will pay out any equalisation or dividend reserve 

to their own shareholders before pooling the remaining 

surplus. This will be distributed to the ordinary 

shareholders of both companies, once again on the basis 

that the owner of Fl. 12 nominal NV ordinary share capital 

will get the same as the owner of £1 nominal PLC 

ordinary share capital. If one company goes into 

liquidation, we will apply the same principles as if both 

had gone into liquidation simultaneously. 

More information about our constitutional 

documents 

Under the Articles of Association of NV and the 

Memorandum and Articles of Association of PLC both 

companies are required to carry out the Equalisation 

Agreement with the other. Both documents state that the 

agreement cannot be changed or terminated without the 

approval of both sets of shareholders. 

For NV the necessary approval is as follows: 

• 

• 

at least one half of the total issued ordinary capital 

must be represented at an ordinary shareholders 

meeting, where the majority must vote in favour; and 

(if they would be disadvantaged or the agreement is 

to be terminated), at least two thirds of the total 

issued preference share capital must be represented at 

a preference shareholders meeting, where at least 

three quarters must vote in favour. 

For PLC, the necessary approval must be given by: 

• 

• 

the holders of a majority of all issued shares voting at 

a general meeting; and 

the holders of the ordinary shares, either by thre e 

quarters in writing or by three quarters voting at a 

general meeting where the majority of the ord i n a r y 

s h a res in issue are re p re s e n t e d . 

The Articles of NV establish that any payment under the 

Equalisation Agreement will be credited or debited to the 

profit and loss account for the financial year in question. 

The PLC Articles state that the Board must carry out the 

Equalisation Agreement and that the provisions of the 

Articles are subject to it. 

We are advised by Counsel that these provisions oblige 

the Boards to carry out the Equalisation Agreement, 

unless it is amended or terminated with the approval of 

the shareholders of both companies. If the Boards fail to 

enforce the agreement shareholders can compel them to 

do so under Dutch and United Kingdom law. 

Mutual guarantee of borrowings 

There is a contractual arrangement between NV and PLC 

under which each will, if asked by the other, guarantee its 

borrowings. They can also agree jointly to guarantee the 

borrowings of their subsidiaries. We use this arrangement, 

as a matter of financial policy, for certain significant public 

borrowings. The arrangements enable lenders to rely 

on our combined financial strength.


Combined earnings per share 

Because of the Equalisation Agreement and the other 

arrangements between NV and PLC we calculate 

combined earnings per share for NV and PLC, and show 

the figure in both guilders and sterling. (See note 30 on 

pages 90 and 91). 

We base the calculation on the average amount of NV 

and PLC’s ordinary capital in issue during the year. For the 

main calculation we exclude shares which have been 

purchased to satisfy employee share options. We also 

calculate a diluted earnings per share figure, where we 

include these shares. 

The process by which we calculate earnings per share 

is as follows. First we convert the average capital of NV 

and PLC into units using the formula in the Equalisation 

Agreement: one unit equals 10.71 NV shares or 71.43 

PLC shares. We add these together to find the total 

number of units of combined share capital. 

Then the amount of net profit which is attributable to 

ordinary capital, in guilders and in sterling, is divided by 

this total number of units to find the amount per 

combined unit in both currencies. 

Finally we convert the combined unit back into NV and 

PLC ordinary shares, to show the amount per one share of 

each. The amount per unit is divided by 10.71 to find the 

amount per Fl. 1.12 share, and by 71.43 to find the 

amount per 1.4p share. 

Despite the Equalisation Agreement, NV and PLC are 

independent corporations, and are subject to different 

laws and regulations on paying dividends in the 

Netherlands and the United Kingdom. We assume in 

our combined earnings per share calculation that both 

companies will be able to pay their dividends out of their 

part of our profits. This has always been the case in the 

past, but if we did have to make a payment from one to 

the other it could attract additional tax, and reduce our 

combined earnings per share . 

Leverhulme Trust 

The first Viscount Leverhulme was the founder of the 

company which became PLC. When he died in 1925, 

he left in his will a large number of PLC shares in various 

trusts. The High Court of Justice in England varied these 

trusts in 1983 and established two independent 

charitable trusts: 

• 

the Leverhulme Trust, which awards grants for research 

and education. 

• 

the Leverhulme Trade Charities Trust, for the benefit of 

members of trades which the first Viscount considered 

to have particular associations with the business. 

The major assets of both these trusts are PLC ord i n a r y 

s h a re s . 

When the will trusts were varied in 1983 the interests of 

the beneficiaries of his will were also preserved. Four 

classes of special shares were created in Margarine Union 

(1930) Limited, a subsidiary of PLC. Two of these classes 

can be converted at the end of the year 2038, into a 

maximum of 207 500 000 PLC ordinary shares of 1.4p 

each. These convertible shares replicate the rights which 

the descendants of the Viscount would have had under 

his will. Each class of these special shares only has a right 

to dividends in specified circumstances, and no dividends 

have yet been paid. PLC guarantees the dividend and 

conversion rights of the special shares. 

The first Viscount wanted the trustees of the trusts 

he established to be directors of PLC. On 28 April 2000 

the trustees of both the charitable trusts and the will 

trust were: 

• 

• 

• 

• 

• 

Sir Michael Angus – former Chairman 

The Viscount Leverhulme (grandson of the first 

Lord Leverhulme) – honorary advisory director 

Sir Michael Perry – former Chairman 

Mr N W A FitzGerald – Chairman of PLC 

Dr J I W Anderson – former director 

On 28 April 2000, in their capacity as trustees of the two 

charitable trusts, they held approximately 5.38% of PLC’s 

issued ordinary capital. 

N.V. Nederlandsch Administratie- en Trustkantoor 

(Nedamtrust) 

Nedamtrust is an independent trust company under the 

Netherlands’ law, which has an agreement with NV to 

issue depositary receipts against NV shares. We do not 

control Nedamtrust – it is a wholly owned subsidiary of 

N.V. Algemeen Nederlands Trustkantoor ANT (ANT). Five 

Dutch financial institutions hold 45% of ANT’s shares 

between them – they have between 5% and 10% each, 

and the rest of its shares are owned by a large number 

of individual shareholders.


As part of its corporate objects Nedamtrust is able to: 

• 

• 

• 

issue depositary receipts; 

carry out administration for the shares which underlie 

depositary receipts it has issued; 

exercise voting rights for these underlying shares. 

The depositary receipts issued by Nedamtrust against 

NV shares are known as Nedamtrust certificates. They 

are in bearer form, and are traded and quoted on the 

Amsterdam Stock Exchange and other European stock 

exchanges. Nedamtrust has issued certificates for NV’s 

ordinary and 7% cumulative preference shares, and 

almost all the NV shares traded and quoted in Europe 

are in the form of these certificates. The exception is 

that there are no certificates for NV’s 4%, 6% and 

ten cents cumulative preference shares. 

If you hold Nedamtrust certificates you can attend or 

appoint a proxy at NV shareholders’ meetings, but cannot 

vote. By holding a certificate you give Nedamtrust’s Board 

the right to vote the underlying share, and to do anything 

else they think is necessary in connection with it. 

Nedamtrust’s Board decides on the best way to vote 

the NV ordinary and preference shares it holds at 

shareholders’ meetings. Trust companies in the 

Netherlands will not usually vote to influence the 

operations of companies, and in the past Nedamtrust 

has always followed this policy. However, if a change to 

shareholders’ rights is proposed Nedamtrust will let 

shareholders know if it intends to vote, at least 14 days 

in advance if possible. It will do this by advertising in the 

press, but it will not necessarily say which way it is 

planning to vote. 

If you wish to have your full NV shareholder rights, 

including the right to vote, you can exchange your 

Nedamtrust certificate at any time for the underlying 

ordinary or preference share (or vice versa – you will need 

to exchange the share for a certificate again in order to 

trade it). You will normally have to pay an administration 

fee for this. Alternatively, whenever an NV shareholders 

meeting is held, if you have: 

• 

• 

Nedamtrust certificates for NV ordinary shares with a 

nominal value of Fl. 1.12 or a multiple of Fl. 1.12; or 

Nedamtrust certificates for one or more NV 7% 

preference shares 

you can request that Nedamtrust issue to you a personal 

proxy for those shares. This will be free of charge and will 

enable you to vote in respect of those shares at that 

meeting. 

Nedamtrust’s NV shareholding fluctuates daily – for 

its holdings on 28 April 2000 see below. In the past 

the majority of votes cast by ordinary and preference 

shareholders at NV meetings were cast by Nedamtrust. 

457 228 012 ordinary shares of Fl. 1.12 

9 936 7% Cumulative Preference Shares 

of Fl. 1 000 

6 6% Cumulative Preference Shares 

of Fl. 1 000 

23 4% Cumulative Preference Shares 

of Fl. 100 

Nedamtrust is appointed as a proxyholder for the proxy 

voting through the Shareholders Communication Channel 

(see page 48). 

1999 Special dividend: Preference shar e 

alternative 

In May 1999 we declared a special dividend. Holders of 

NV’s Fl. 1 ordinary shares could choose to have it in 

cumulative preference shares instead of cash. If you chose 

the preference share alternative you will have received 

one preference share for each Fl. 1 ordinary share or 

Nedamtrust certificate you had. These preference shares 

have a nominal value of Fl. 0.10 and had an initial 

notional value of Fl. 14.50 each. They will be listed on 

the Amsterdam Stock Exchange until 31 December 2004. 

If you hold these preference shares you are entitled to a 

dividend twice a year, which will be paid in guilders at the 

rate of 65% of EURIBOR on the notional value of each 

preference share. The first period began on 9 June 1999 

and ended on 8 December 1999.

Analysis of shareholding 

Significant shareholders of NV 

As far as we are aware the only holders of more than 10% of any class of NV shares (apart from Nedamtrust, see 

Control of Unilever, pages 120 and 121) are Nationale Nederlanden N.V. and Aegon Levensverzekering N.V. Details 

of their holdings on 28 April 2000 are as follows: 

Nationale Nederlanden N.V. 

2.17% of ordinary shares (Fl. 13 901 990) 

71.26% of 7% Cumulative Preference Shares (Fl. 20 665 500) 



9.94% 10 cents Cumulative Preference Shares (Fl. 2 101 336) 

Aegon Levensverzekering N.V. 

0.02% ordinary shares (Fl. 115 220) 




Significant shareholders of PLC 

The following table gives details of everyone who held more than 3% of PLC’s shares or deferred stock on 28 April 

2000. We take this information from the register we hold under section 211 of the UK Companies Act 1985. 

00000000000000001111 

Number of shares Approximate 

Title of Class Name of Holder held % held 

005111 0000005111 0005111 001111 

Deferred Stock Naamlooze Vennootschap Elma £50 000 50 

United Holdings Limited £50 000 50 

Ordinary shares Prudential Corporation plc 91 776 330 3 

Trustees of the Leverhulme Trust and the 

Leverhulme Trade Charities Trust 156 815 034 5 

00000000000000001111 

Information about exchange controls affecting security holders 

Unilever NV 

Under the Dutch External Financial Relations Act of 

28 May 1980 the Government, the Minister of Finance 

and the Central Bank of Netherlands are all authorised to 

i s s u e regulations relating to financial transactions involving 

Dutch residents, if a non-Dutch resident is also involved, 

or if the transactions are conducted in a foreign currency. 

If regulations are issued in the future, we could be in 

need of a licence for this type of transaction. To date 

no regulations of this type have been issued. 


None.

Nature of the trading market 

The main non-US market for NV ordinary shares is the 

Amsterdam Stock Exchange, where NV shares trade in the 

form of Nedamtrust Certificates. Almost all these shares 

are in bearer form. In the United States, NV shares are 

issued in registered form and transferred by Morgan 

Guaranty Trust Company of New York, NV’s transfer agent 

in the United States, and they are traded on The New 

York Stock Exchange. 

At 28 April 2000 there were 7 478 registered holders of 

NV ordinary shares in the United States. We estimate that 

approximately 30% of NV’s ordinary shareholdings were in 

the US (34% in 1998), based on the distribution of the 

1999 final dividend payments. 

The London Stock Exchange is the main non-US trading 

market for PLC ordinary shares, which are all registered. 

American Depositary Receipts, which each represent four 

PLC ordinary shares, trade on The New York Stock 

Exchange in the form of depositary receipts. The receipts 

are issued and exchanged in New York by the Morgan 

Guaranty Trust Company of New York, as Depositary 

under a deposit agreement with PLC and receipt holders. 

On 28 April 2000 there were 581 registered holders of 

depositary receipts in the United States. Most holders of 

PLC ordinary shares are registered in the United Kingdom 

– 99% in both 1999 and 1998. 

The high and low trading prices of these securities in each 

quarter of the last two years are shown below. 

NV and PLC are both public companies, with separate 

stock exchange listings and different shareholders. You 

cannot convert or exchange the shares of one for shares 

of the other. There is no fixed relationship between the 

trading prices of their shares – the relative share prices on 

the various markets can, and do, fluctuate from day to 

day and hour to hour. This happens for various reasons, 

including changes in exchange rates. But over time the 

prices of PLC and NV shares do stay in close relation to 

each other, in particular because of our equalisation 

arrangements. (See Control of Unilever – Equalisation 

Agreement). 

If you are a shareholder of NV you have a direct interest 

in a Dutch legal entity. Your dividends will be paid in euros 

(converted into US dollars if you have shares registered in 

the United States) and will be subject to Dutch tax. If you 

are a shareholder of PLC your interest is in a United 

Kingdom legal entity, your dividends will be paid in 

sterling (converted into US dollars if you have American 

Depositary Receipts) and you will be subject to United 

Kingdom tax. Nevertheless the Equalisation Agreement 

means that as a shareholder of either company you 

effectively have an interest in the whole of Unilever. You 

have largely equal rights over our combined net profit and 

capital reserves as shown in the consolidated accounts. 

(See Taxation for US Residents on page 124 and Control 

of Unilever on page 118). 

00000000000000001111 

1999 1st 2nd 3rd 4th 

0 0 0 0 0 0 5 1 1 1 1 101111 05111 05111 05111 05111 

NV per Fl. 1.12 ordinary share in Amsterdam in € High 74 69 73 64 

Low 62 62 64 49 

NV per Fl. 1.12 ordinary share in New York in $ High 88 72 74 68 

Low 66 65 67 50 

PLC per 1.4p ordinary share in London in pence High 695 603 649 580 

Low 546 537 572 401 

PLC per American Share in New York in $ High 47 39 41 38 

Low 36 35 37 27 

01111 05111 05111 05111 05111 

1998 1st 2nd 3rd 4th 

01111 05111 05111 05111 05111 

NV per Fl. 1 ordinary share in Amsterdam in Fl. High 143 168 169 161 

Low 118 140 107 111 

NV per Fl. 1 ordinary share in New York in $ High 69 83 84 86 

Low 56 70 59 60 

PLC per 1.25p ordinary share in London in pence High 584 707 694 677 

Low 480 583 460 476 

PLC per American Share in New York in $ High 40 46 46 46 

Low 32 40 32 33 

00000000000000001111

Taxation for US residents 

Netherlands taxation 

Income tax 

Dividends of companies in the Netherlands are subject to 

dividend withholding tax of 25%. Where one is entitled to 

the benefits of the current Income Tax Convention (’the 

Convention’), concluded on 18 December 1992 between 

the United States and the Netherlands, when dividends 

are paid by NV to: 

• 

• 

• 

a United States resident; 

a corporation organised under the laws of the United 

States (or any territory of it) having no permanent 

establishment in the Netherlands of which such shares 

form a part of the business property; 

or any other legal person subject to United States 

Federal income tax with respect to its world-wide 

income, having no permanent establishment in the 

Netherlands of which such shares form a part of the 

business property; 

these dividends qualify for a reduction of Netherlands 

withholding tax on dividends from 25% to 15% (to 5% if 

the beneficial owner is a company which directly holds at 

least 10% of the voting power of NV shares and to 0% if 

the beneficial owner is a qualified ‘Exempt Organisation’ 

as defined in article 36 of the Convention). 

The entire dividend (including the withheld amount) will 

be dividend income to the United States shareholder not 

eligible for the dividends received deduction allowed to 

corporations. However, the Netherlands withholding tax 

will be treated as a foreign income tax that is eligible for 

c redit against the share h o l d e r ’s United States income taxes. 

Where a United States resident or corporation has a 

permanent establishment in the Netherlands, which has 

shares in Unilever N.V. forming part of its business 

property, dividends it receives on those shares are included 

in that establishment’s profit. They are subject to the 

Netherlands income tax or corporation tax, as appropriate, 

and the Netherlands tax on dividends will be applied at 

the full rate of 25%. This tax will be treated as foreign 

income tax eligible for credit against the shareholder’s 

United States income taxes. 

Under a provision of the Netherlands dividend tax act 

NV is entitled to a credit (up to a maximum of 3% of 

the gross dividend from which dividend tax is withheld) 

against the amount of dividend tax withheld before 

remittance to the Netherlands tax authorities. For 

dividends paid on or after 1 January 1995, the United 

States tax authority may take the position that the 

Netherlands withholding tax eligible for credit should 

be limited accordingly. 

Under the Convention, qualifying United States 

organisations that are generally exempt from United 

States taxes and that are constituted and operated 

exclusively to administer or provide pension, retirement or 

other employee benefits may be exempt at source from 

withholding tax on dividends received from a Netherlands 

corporation. A recent agreement between the United 

States and the Netherlands tax authorities describes the 

eligibility of these US organisations for benefits under the 

Convention and the procedures for them to claim benefits 

under the Convention. This agreement was published by 

the US Internal Revenue Service on 20 April 2000 in 

release IR-INT-2000-9 and these procedures apply to 

dividends made payable after 30 June 2000. 

A United States trust, company or organisation that is 

operated exclusively for religious, charitable, scientific, 

educational or public purposes, is now subject to an initial 

25% withholding tax rate. Such an exempt organisation 

is entitled to reclaim from the Netherlands Tax Authorities 

a refund of the Netherlands dividend tax, if and to the 

extent that it is exempt from United States Federal Income 

Tax and it would be exempt from tax in the Netherlands 

if it were organised and carried on all its activities there. 

If you are a Unilever shareholder resident in any 

country other than the United States or the Netherlands, 

any exemption from, or reduction or refund of, the 

Netherlands dividend withholding tax may be governed by 

the ‘Tax Regulation for the Kingdom of the Netherlands’ 

or by the tax convention, if any, between the Netherlands 

and your country of residence. 

Taxation on capital gains 

Under the Convention, if you are a United States resident 

or corporation and you have capital gains on the sale of 

shares of a Netherlands company, these are generally not 

subject to taxation by the Netherlands. The exception 

to this is if you have a permanent establishment in the 

Netherlands and the capital gain is derived from the 

sale of shares which form part of that permanent 

establishment’s business property. 

Succession duty and gift taxes 

Under the Estate and Inheritance Tax Convention between 

the United States and the Netherlands of 15 July 1969, 

United States individual residents who are not Dutch 

citizens, who have shares will generally not be subject to 

succession duty in the Netherlands on the individual’s 

death unless the shares are part of the business property 

of a permanent establishment situated in the Netherlands.

Taxation for US residents 

A gift of shares of a Netherlands company by a person 

who is not a resident or a deemed resident of the 

Netherlands is generally not subject to Netherlands gift 

tax. A non-resident Netherlands citizen, however, is still 

treated as a resident of the Netherlands for gift tax 

purposes for ten years and any other non-resident person 

for one year after leaving the Netherlands. 

United Kingdom 

Income tax 

Under United Kingdom law income tax is not withheld 

from dividends paid by United Kingdom companies. 

Shareholders, whether resident in the United Kingdom or 

not, receive the full amount of the dividend actually 

declared. 

If you are a shareholder resident in the United Kingdom 

you are entitled to a tax credit against your liability for 

United Kingdom income tax, equal to 10% of the 

aggregate amount of the dividend plus tax credit (or oneninth 

of the dividend). For example, a dividend payment 

of £9.00 will carry a tax credit of £1.00. 

If you are a shareholder resident in the US, the dividend 

actually declared is taxable in the US as ordinary income 

and is not eligible for the dividends received deduction 

allowable to corporations. The dividend is foreign source 

income for US foreign tax credit purposes. 

In addition, under the current income tax Convention 

between the US and the UK (the ‘Convention’), a US 

shareholder eligible for the benefits of the Convention 

may elect to be treated for US tax purposes only as having 

received an additional taxable dividend. The additional 

deemed dividend is equal to one-ninth of the actual cash 

dividend received (an additional dividend of £1 in the 

above example). The shareholder will be eligible to claim 

a US foreign tax credit in the amount of the additional 

deemed dividend. The tax credit may, subject to certain 

limitations and restrictions, reduce the shareholder’s US 

Federal income tax liability. The procedure for making this 

election is described in IRS Revenue Procedure 2000-13. 

Taxation on capital gains 

Under United Kingdom law, when you sell shares you may 

be liable to pay capital gains tax. However, if you are 

either: 

• 

• 

an individual who is neither resident nor ordinarily 

resident in the United Kingdom, or 

a company which is not resident in the United 

Kingdom 

you will not be liable to United Kingdom tax on any 

capital gains made on disposal of your shares. 

The exception is if the shares are held in connection with 

a trade or business which is conducted in the United 

Kingdom through a branch or an agency. 

Inheritance tax 

Under the current estate and gift tax convention between 

the United States and the United Kingdom, ordinary 

shares held by an individual shareholder who is: 

• 

• 

domiciled for the purposes of the convention in the 

United States; and 

is not for the purposes of the convention a national of 

the United Kingdom 

will not be subject to United Kingdom inheritance tax on: 

• 

• 

the individual’s death; or 

on a gift of the shares during the individual’s lifetime. 

The exception is if the shares are part of the business 

property of a permanent establishment of the individual in 

the United Kingdom or, in the case of a shareholder who 

performs independent personal services, pertain to a fixed 

base situated in the United Kingdom.

Dividends 

Our interim ordinary dividends are normally announced in 

November and paid in December. Final ordinary dividends 

are normally proposed in February and, if approved by 

shareholders at the Annual General Meeting, paid in May. 

The Annual General Meeting of 4 May 1999, approved: 

• 

• 

• 

the payment of a special dividend of Fl. 14.50 per 

existing ordinary share of NV. 

the payment of a special dividend of 66.13p per 

existing ordinary share of PLC. 

the consolidation of our ordinary share capital on the 

basis of 100 new ordinary shares for every 112 existing 

ordinary shares on 10 May 1999. 

As a result the denomination of the ordinary capital was 

changed. The nominal value of NV ordinary shares is now 

Fl. 1.12 per share, and of PLC ordinary shares is 1.4p per 

share. The amount paid as a special dividend was 

equivalent to approximately 10.6% of NV and PLC’s 

combined market capitalisation prior to the announcement. 

Dividends per Fl. 1.12 (1995-1998: Fl. 1) ordinary share 

paid for the last five years are shown in the following 

table. Dividends have been translated at the exchange 

rates prevailing on the dates of declaration of the 

dividends. 

The interim dividend is normally 35% of the previous 

year’s total normal dividend per share, based on the 

stronger of our two reporting currencies over the first 

nine months of the year. Equalisation of the dividend 

in the other currency takes place at the average exchange 

rate of the third quarter. 

00000000000000001111 

1995 1996 1997 1998 1999 

0000000011111101111 01111 01111 01111 01111 

Interim Fl. per Fl. 1.12 (1995-1998: Fl. 1) 0.37 0.56 0.74 0.81 0.88 

Exchange rate Fl. to $ 1.5804 1.6928 1.9208 1.8717 2.1173 

Interim $ per Fl. 1.12 (1995-1998: Fl. 1) 0.234118 0.329336 0.385256 0.432762 0.415624 

Normal final Fl. per Fl. 1.12 (1995-1998: Fl. 1) 1.18 1.19 1.49 1.70 1.91 

Special final Fl. per Fl. 1 14.50 

Normal final exchange rate Fl. to $ 1.7040 1.9459 1.9951 2.0861 2.4725 

Special final exchange rate Fl. to $ 2.0861 

Normal final $ per Fl. 1.12 (1995-1998: Fl. 1) 0.691021 0.610257 0.74683 0.814918 0.772497 

Special final $ per Fl. 1 6.950769 

00000000111111011111101111110111111011110111111 

For the purposes of illustration, the US dollar dividends shown above are those paid on the Fl. 1.12 (1995-1998: Fl. 1) ordinary shares of NV registered in 

New York. The above exchange rates were those ruling on the dates of declaration of the dividend. 

SIGNATURE 

00000000000000001111 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant certifies that it meets 

all of the requirements for filing on Form 20-F and has duly caused this Annual Report to be signed on its behalf by the 

undersigned, thereunto duly authorised. 

UNILEVER N.V. 

J W B WESTERBURGEN 17 May 2000 

SECRETARY

Financial calendar and addresses 

Annual General Meetings 

00000000 0000000011 

NV PLC 

00000000 0000000011 

10.30 am Wednesday 3 May 2000 11.00 am Wednesday 3 May 2000 

Concert- en Congresgebouw de Doelen The Queen Elizabeth II Conference Centre 

Entrance Kruisplein Broad Sanctuary, Westminster 

Rotterdam London SW1P 3EE 

00000000 0000000011 

Announcements of results 

0005111 0005111 0005111 00001111 

First quarter 10 May 2000 Nine months 3 November 2000 

First half year 4 August 2000 Provisional for year 8 February 2001 

0005111 0005111 0005111 00001111 

Dividends on ordinary capital 

0005111 005111 005111 005111 0001111 

Final for 1999 NV PLC NV New York Shares PLC American Shares 

0005111 005111 005111 005111 0001111 

Proposal announced 22 February 2000 22 February 2000 22 February 2000 22 February 2000 

Ex-dividend date 5 May 2000 17 April 2000 8 May 2000 20 April 2000 

Record date 4 May 2000 25 April 2000 10 May 2000 25 April 2000 

Declaration 3 May 2000 3 May 2000 3 May 2000 3 May 2000 

Payment date 22 May 2000 22 May 2000 30 May 2000 30 May 2000 

0005111 005111 005111 005111 0001111 

Interim for 2000 NV PLC NV New York Shares PLC American Shares 

0005111 005111 005111 005111 0001111 

Announced 3 November 2000 3 November 2000 3 November 2000 3 November 2000 

Ex-dividend date 6 November 2000 13 November 2000 8 November 2000 15 November 2000 

Record date 3 November 2000 17 November 2000 10 November 2000 17 November 2000 

Payment date 18 December 2000 18 December 2000 18 December 2000 26 December 2000 

0005111 005111 005111 005111 0001111 

Preferential dividends 

0005111 0000000000001111 

NV 

0005111 0000000000001111 

4% Preference Paid 1 January 

6% Preference Paid 1 October 

7% Preference Paid 1 October 

10 cents Preference Paid 9 June and 9 December 

0005111 0000000000001111 

Contact details 

Rotterdam London New York 

000005111 000005111 00001111 

Unilever N.V. Unilever PLC Unilever United States, Inc. 

Corporate Relations Department Corporate Relations Department Corporate Relations Department 

Weena 455, P0 Box 760 P0 Box 68, Unilever House 390 Park Avenue, New York 

3000 DK Rotterdam Blackfriars, London EC4P 4BQ NY 10022-4698 

Telephone +31 (0)10 217 4848 Telephone +44 (0)20 7822 5794 Telephone + 1 212 906 4240 

Telefax +31 (0)10 217 4587 Telefax +44 (0)20 7822 6907 Telefax + 1 212 906 4666 

e-mail: e-mail: e-mail: 

corporate.relations-rotterdam corporate.relations-london corporate.relations-newyork 

@unilever.com @unilever.com @unilever.com 

000005111 000005111 00001111

Publications 

Copies of the following publications can be obtained 

without charge from Unilever’s Corporate Relations 

Departments. 

Unilever Annual Review 1999 

available in English with guilder or sterling figures, and 

Dutch with guilder figures; a supplement is also available 

in English with US dollar figures. 

Unilever Annual Accounts 1999 

available in English with guilder or sterling figures, and 

Dutch with guilder figures. 

Annual Report on Form 20-F 

the filings in English, with figures in guilders and sterling, 

with the United States Securities and Exchange Commission. 

Quarterly Results Announcements 

available in English and Dutch with euro figures; with 

sterling or US dollar figures available as supplements 

in English. 

Charts Booklet 

available in English with guilder, sterling and US dollar 

figures combined in a selection of charts and data over 

ten years. 

Environment Report 

available in English. The report charts the objectives and 

progress made on environmental management and 

product life cycle assessment. 

Introducing Unilever 

explains our business activities worldwide – available in 

English with guilder, sterling or US dollar figures, and in 

Dutch with guilder figures. 

Web site 

www.unilever.com 

Our corporate web site has seven key sections for ease 

of navigation: 

Company 

an introduction to Unilever – its corporate purpose, 

geographic spread, organisation and history. 

Brands 

details of Unilever’s best-known brands plus information 

on DiverseyLever and interactive marketing. 

Environment 

our environment commitments and goals are captured 

along with case studies of our work in sustainable 

agriculture and fisheries and the global Living Lakes 

project. Our latest environment report is also available. 

Society 

details of our work in society and in the communities in 

which we operate – for example in schools, health care 

and arts sponsorship. 

Finance 

Unilever’s annual and quarterly results, the Annual Review 

and Accounts and the Annual Report on Form 20-F plus 

a Shareholder Centre which includes key dates in our 

financial year; details of shareholder meetings; Unilever’s 

financial history; share price information; and frequently 

asked questions and answers. 

Careers 

information on careers and opportunities with Unilever. 

News 

up-to-date information, including press releases, keynote 

speeches and photographs. 

Design: The Partners 

Typesetting: Generator Limited 

Printed by: Precision Printing Co. Limited

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