Unilever (NYSE: UL) 2025 results, Ice Cream spin-off and margin gains
Filing Impact
Filing Sentiment
Form Type
20-F
Unilever PLC filed its 2025 Form 20-F reporting solid progress while transforming the business. Continuing-operations turnover was €50.5 billion, down 3.8% on currency and disposals, but underlying sales grew 3.5% with 1.5% volume and 2.0% price.
Underlying operating margin rose to 20.0% and gross margin to 46.9%, supported by productivity programmes and portfolio premiumisation. Free cash flow was €5.9 billion with 100% cash conversion, and €6.0 billion was returned via dividends and buybacks.
Unilever completed the demerger of its Ice Cream business into The Magnum Ice Cream Company, retaining a 19.85% stake. Management targets mid‑single‑digit underlying sales growth of 4–6% in 2026, with at least 2% volume growth and modest margin improvement, anchored by Beauty & Wellbeing, Personal Care, Home Care and Foods.
Positive
- None.
Negative
- None.
Insights
Unilever delivers modest volume-led growth, stronger margins and completes a major portfolio spin-off.
Unilever generated €50.5 billion of continuing-operations turnover in 2025 with 3.5% underlying sales growth, all Business Groups positive in volume. FX and disposals masked this in reported revenue, but gross margin reached 46.9% and underlying operating margin improved to 20.0%.
The Ice Cream demerger into TMICC simplifies the portfolio around four core Business Groups and higher-growth Beauty & Wellbeing and Personal Care, while Unilever retains a 19.85% stake. Free cash flow of €5.9 billion and a 26.8% two‑year total shareholder return underline strong cash generation and capital return discipline.
Guidance for 2026—underlying sales growth of 4–6% with at least 2% volume and modest margin expansion—relies on sustained premiumisation, execution in key markets such as the US and India, and ongoing productivity savings. FX, weaker Latin America, and delivery of scope‑3 climate and plastics goals remain important execution challenges.
Disclaimer
This is a PDF version of the Annual Report on Form 20-F 2025 and is an exact copy of the
document filed with the SEC at www.sec.gov.
The Annual Report and Accounts 2025 was also filed with the National Storage Mechanism and
the Dutch Authority for the Financial Markets in European Single Electronic Format, including a
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The Annual Report and Accounts 2025 in ESEF Format is also available on Unilever’s website at
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Certain sections of the Annual Report on Form 20-F 2025 have been audited. These are on
pages 128 to 183.
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Desire
at Scale
Unilever Annual Report
on Form 20-F 2025
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
OR | |||||
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
FOR THE FISCAL YEAR ENDED | |||||
OR | |||||
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
OR | |||||
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
Commission file number 001-04546
(Exact name of Registrant as specified in its charter)
ENGLAND | ||||
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(Address of principal executive offices)
Tel: +44 7979 968531 , Email: prakash.kakkad@unilever.com
(Name, Telephone Number, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
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American Depositary Shares (evidenced by Depositary Receipts) each representing one ordinary share of the nominal amount of 3 1/2 pence each | |||||||||||||||
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Securities registered or to be registered pursuant to Section 12(g) of the Act: None
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Title of each class | ||
2.0% Notes due 2026 7.250% Notes due 2026 2.9% Notes due 2027 4.25% Notes due 2027 3.5% Notes due 2028 4.875% Notes due 2028 6.625% Notes due 2028 2.125% Notes due 2029 1.375% Notes due 2030 4.75% Notes due 2031 1.750% Notes due 2031 5.9% Notes due 2032 5.0% Notes due 2033 4.625% Notes due 2034 4.824% Notes due 2035 2.625% Notes due 2051 5.600% Notes due 2097 | ||
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Cautionary Statement
This document may contain forward-looking statements, including ‘forward-looking statements’ within the meaning of the United States Private Securities Litigation
Reform Act of 1995, concerning the financial condition, results of operations and businesses of the Unilever Group (the ‘Group’). All statements other than statements
of historical fact are, or may deemed to be, forward-looking statements. Words such as ‘will’, ‘aim’, ‘expects’, ‘anticipates’, ‘intends’, ‘looks’, ‘believes’, ‘vision’,
‘ambition’, ‘target’, ‘goal’, ‘plan’, ‘potential’, ‘work towards’, ‘may’, ‘milestone’, ‘objectives’, ‘outlook’, ‘probably’, ‘project’, ‘risk’, ‘seek’, ‘continue’, ‘projected’, ‘estimate’,
‘achieve’ or the negative of these terms, and other similar expressions of future performance or results and their negatives, are intended to identify such forward-
looking statements. Forward-looking statements also include, but are not limited to, statements and information regarding the Group’s emissions reduction and other
sustainability-related targets and other climate and sustainability matters (including actions, potential impacts and risks and opportunities associated therewith), the
Group‘s ability to rewire our organisation for AI and the digital world, to deliver profit growth in line with our top-third total shareholder return ambition, to respond to
channel shifts and pricing and other competitive pressures, and to maintain effectiveness of our cash management programmes and our liquidity, our plans
with respect to the retained TMICC stake, the Group‘s ability to focus on building Desire at Scale and Play to Win culture. Forward-looking statements can be made in
writing but also may be made verbally by directors, officers and employees of the Group (including during management presentations) in connection with this
document. These forward-looking statements are based upon current expectations and assumptions regarding anticipated developments and other factors affecting
the Group. They are not historical facts, nor are they guarantees of future performance or outcomes. All forward-looking statements contained in this document are
expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Readers should not place undue reliance on forward-looking
statements.
Because these forward-looking statements involve known and unknown risks and uncertainties, a number of which may be beyond the Group’s control, there are
important factors that could cause actual results to differ materially from those expressed or implied by these forward-looking statements. Among other risks and
uncertainties, the material or principal factors which could cause actual results to differ materially from those expressed in the forward-looking statements included in
this document are: Unilever’s global brands not meeting consumer preferences; Unilever’s ability to innovate and remain competitive; Unilever’s investment choices
in its portfolio management; the effect of climate change on Unilever’s business; Unilever’s ability to find sustainable solutions to its plastic packaging; significant
changes or deterioration in customer relationships; the recruitment and retention of talented employees; disruptions in Unilever’s supply chain and distribution;
increases or volatility in the cost of raw materials and commodities; the production of safe and high-quality products; secure and reliable IT infrastructure; execution of
acquisitions, divestitures and business transformation projects; economic and financial risks; social and political risks and natural disasters; failure to meet high
and ethical standards; and managing regulatory, legal matters and practices with regard to the interpretation and application thereof and emerging and developing
ESG reporting standards, including differences in implementation of climate and sustainability policies in the regions where the Group operates. Also see ’Our
Principal Risks’ on pages 31 to 37 for additional risks and further discussion.
The forward-looking statements are based on our beliefs, assumptions and expectations of our future performance, taking into account all information currently
available to us. Forward-looking statements are not predictions of future events. These beliefs, assumptions and expectations can change as a result of many
possible events or factors, not all of which are known to us. If a change occurs, our business, financial condition, liquidity and results of operations may vary
materially from those expressed in our forward-looking statements.
The forward-looking statements speak only as of the date of this document. Except as required by any applicable law or regulation, the Group expressly disclaims
any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Group’s
expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. New risks and uncertainties arise over
time, and it is not possible for us to predict those events or how they may affect us. In addition, we cannot assess the impact of each factor on our business or the
extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. In preparing
the sustainability and climate-related information in this document, Unilever has made a number of key judgements, estimations and assumptions. Sustainability and
climate data, models and methodologies are often rapidly evolving and are not of the same accuracy as those available in the context of other financial information.
There may also be challenges in relation to availability of sustainability and climate-related data and potential inconsistencies. This means that sustainability and
climate-related forward-looking statements can be subject to more uncertainty than other types of statements and therefore our actual results and developments
could differ from those expressed or implied in the sustainability and climate-related forward-looking statements in this document.
This document also contains data on the Group’s Scope 1, 2 and 3 emissions. Some of this data is based on estimates, assumptions and uncertainties. Scope 1 and
2 emissions data relates to emissions from the Group’s own activities and supplied heat, power and cooling, and is generally easier for the Group to gather than
Scope 3 emissions data. Scope 3 emissions relate to other organisations’ emissions and is therefore subject to a range of additional uncertainties, including that: data
used to model lifecycle footprints is typically industry-standard data or estimates rather than relating to individual suppliers; and lifecycle models, such as the Group’s,
cover many but not all products and markets. In addition, international standards and protocols relating to Scope 1, 2 and 3 emissions calculations and
categorisations also continue to evolve, as do accepted norms regarding terminology, such as carbon neutral and net zero, which may affect the emissions data the
Group reports. As Scope 3 emissions data improves, shifting over time from generic modelled data to more specific data, the data reported in this document is likely
to evolve. We will continue to review and develop our approach to emissions data in line with evolving market approaches and standards.
Throughout this report, we include non-GAAP financial measures to explain the performance of our business, including underlying sales growth, underlying volume
growth, underlying price growth, non-underlying items, underlying operating profit, underlying operating margin, underlying earnings per share, underlying effective
tax rate, constant underlying earnings per share, free cash flow, cash conversion, underlying return on assets, net debt and underlying return on invested capital.
Such non-GAAP financial measures are defined in ’Additional financial disclosures’ and a reconciliation of these measures to their most directly comparable GAAP
financial measures is included within ’Additional financial disclosures’. See pages 39 to 46.
Further details of potential risks and uncertainties affecting the Group are described in the Group’s filings with the London Stock Exchange, Euronext Amsterdam, and
the US Securities and Exchange Commission, including in the Annual Report on Form 20-F 2025.
This document is not prepared in accordance with US GAAP and should not therefore be relied upon by readers as such.
In addition, a printed copy of the Annual Report on Form 20-F 2025 is available, free of charge, upon request to Unilever, Investor Relations Department, 100 Victoria
Embankment, London EC4Y 0DY, United Kingdom.
This document comprises regulated information within the meaning of Sections 1:1 and 5:25c of the Act on Financial Supervision (‘Wet op het financieel toezicht
(Wft)’) in the Netherlands.
The brand names shown in this report are trademarks owned by or licensed to companies within the Group.
References in this document to information on websites (and/or social media sites) are included as an aid to their location and such information is not incorporated in,
and does not form part of, the Unilever Annual Report on Form 20-F 2025.
In this report | |||
STRATEGIC REPORT | |||
About Unilever | |||
2 | Unilever at a Glance | ||
4 | Our Strategy | ||
Review of the Year | |||
6 | Chair’s Statement | ||
8 | Chief Executive Officer’s Statement | ||
10 | Unilever Group Financial Review | ||
14 | Financial Performance | ||
16 | Our People & Organisation | ||
17 | Business Group Review | ||
29 | Sustainability Review | ||
30 | Non-Financial Performance | ||
Our Principal Risks | |||
31 | Risk Management Approach | ||
32 | Principal Risks | ||
38 | Viability Statement | ||
Our Performance | |||
39 | Additional Financial Disclosures | ||
47 | Additional Non-Financial Disclosures | ||
GOVERNANCE REPORT | |||
50 | Governance Report Overview | ||
52 | Board of Directors | ||
54 | Unilever Leadership Executive (ULE) | ||
56 | Operation of the Board | ||
62 | Additional Information | ||
65 | Report of the Nominating and Corporate Governance Committee | ||
70 | Report of the Audit Committee | ||
75 | Report of the Corporate Responsibility Committee | ||
78 | Directors’ Remuneration Report | ||
FINANCIAL STATEMENTS | |||
110 | Statement of Directors’ Responsibilities | ||
111 | Report of Independent Registered Public Accounting Firm | ||
128 | Consolidated Financial Statements Unilever Group | ||
133 | Notes to the Consolidated Financial Statements | ||
192 | Group Companies | ||
201 | Shareholder Information – Financial Calendar | ||
202 | Additional Information for US Listing Purposes | ||
ONLINE | |||
You can find more information about Unilever online at www.unilever.com. The Unilever Annual Report on Form 20-F 2025 (including the Additional Information for US Listing Purposes) along with other relevant documents can be downloaded at www.unilever.com/investors/ annual-report-and-accounts. References to information on websites in this document are included as an aid to their location and such information is not incorporated in, and does not form part of this document. Any website URL is included as text only and is not an active link. | |||
Unilever Ice Cream Demerger
Unless otherwise stated, all figures are presented on a continuing operations basis. For Unilever, this comprises of four
Business Groups: Beauty & Wellbeing, Personal Care, Home Care and Foods. Comparative figures have been re-
presented to reflect the demerger of the Ice Cream business.
Perform and transform
Consumers are demanding more than ever from brands. At the same
time, technology is rapidly reshaping choice and raising expectations.
Our overriding priority in this fast-changing environment is to accelerate
Unilever’s transformation and deliver our value creation ambitions.
We now have a clear strategic framework to drive the transformational shifts
needed: realising our Desire at Scale model to elevate the offering of our brands
and execute flawlessly in market; creating a high-performance, Play to Win
culture; and building a faster, simpler and technology-enabled organisation
Fit for the AI Age.
In 2025, we accelerated volume growth and gross margin expansion for
reinvestment, delivering on our value creation plan. At the same time, we
continued to make progress towards our sustainability goals to protect
and enhance the value of our business.
There is much to do, but the progress made and the momentum built are
early evidence of our ability to both perform and transform.
2 | Unilever Annual Report on Form 20-F 2025 | Strategic Report |
ABOUT UNILEVER |
Unilever at a Glance
We are a global consumer goods business with a strong category focus
and differentiated capabilities.
ORGANISATION
Category-focused
€50.5bn Turnover in 2025 | ||||||
BEAUTY & WELLBEING |
Hair Care Prestige Beauty Skin Care Wellbeing €12.8bn |
PERSONAL CARE |
Deodorants Oral Care Skin Cleansing €13.2bn |
HOME CARE |
Fabric Cleaning Fabric Enhancers Home & Hygiene €11.6bn |
FOODS |
Condiments Cooking Aids & Mini-Meals Unilever Food Solutions €12.9bn |
We maintain rigorous focus on our top 24 markets under eight geographies, representing around 85% of our turnover. The remaining Unilever markets are organised
under ’One Unilever’ (1UL) and consist of lean-resourced, small- to mid-sized markets managing their own P&L.
Global footprint |
190 countries where our products are sold |
Innovation-led |
€836m spend on Research & Development |
Household penetration |
3.7bn people use Unilever products every day |
Strategic Report | Unilever Annual Report on Form 20-F 2025 | 3 |
ABOUT UNILEVER |
BRANDS
Power Brands
Power Brands |
78% of turnover in 2025 |
PEOPLE
Global talent
Global talent pool | Employee satisfaction | |||
96,000 people who work for Unilever | 84% satisfied with Unilever as a place to work | |||
VALUE FOR STAKEHOLDERS | |||
Our business model leverages our organisational structure, deep operational know-how and industry-leading expertise to create value for: | |||
Shareholders | Consumers | Customers | |
Our People | Suppliers & Partners | Planet & Society | |
4 | Unilever Annual Report on Form 20-F 2025 | Strategic Report |
ABOUT UNILEVER |
Our Strategy
The fundamental shifts and priorities to deliver Unilever’s
financial ambitions.
OUR VALUE CREATION AMBITION | |||
DELIVER ABSOLUTE PROFIT GROWTH IN LINE WITH TOP 1/3 TOTAL SHAREHOLDER RETURN | |||
Driven by: | |||
Volume Growth | Gross Margin Expansion | ||
3 FUNDAMENTAL SHIFTS | |||||
We are accelerating Unilever’s transformation in three key ways: | |||||
Brands
Desire at Scale | SASSY brands Elevating brands through Science, Aesthetics, Sensorials, being Shared by others, Young- spirited and relevant in culture. | Frontline machine Delivering execution excellence through marketing and sales across all consumer and customer touchpoints. |
People
Play to Win | Winning culture Building a culture where our people Play to Win and where performance is rewarded. | Uncompromising on talent Attracting, accelerating and developing the best talent in value-driving roles. |
Organisation
Fit for AI Age | AI & technology Powering creativity, growth and margin expansion throughout our business. | Productivity & simplicity Rewiring our organisation to be simpler, faster and more agile. |
Strategic Report | Unilever Annual Report on Form 20-F 2025 | 5 |
ABOUT UNILEVER |
7 STRATEGIC GROWTH PRIORITIES | ||||||
We are sharpening our focus on seven strategic growth opportunities to support long-term value creation: | ||||||
Categories | |
Beauty | |
Wellbeing | |
Personal Care | |
Proposition | |
Premium | |
Channels | |
Digital Commerce | |
Geographies | |
United States | |
India | |
UNDERPINNED BY | ||||
SUSTAINABILITY Protecting and enhancing the value of our business through innovation, operational efficiency and long-term resilience. | ||||
Climate | Nature | Plastics | Livelihoods |
6 | Unilever Annual Report on Form 20-F 2025 | Strategic Report |
REVIEW OF THE YEAR | ||
Chair’s Statement
Many of the building blocks
are now in place. We have
the resources, plans and
teams necessary to take our
performance to the next level.
Ian Meakins
Chair
INTRODUCTION
2025 was a decent year for Unilever. Although we have much still
to do to fulfil our potential, we achieved a lot. We drove further
efficiencies in the organisation through our wide-ranging
productivity programme. We also sharpened and strengthened the
portfolio with the successful demerger of the Ice Cream business
as well as through some bolt-on acquisitions and the disposal of
several non-core brands.
These projects were executed with skill, speed and professionalism,
demonstrating that when we all work with focus and discipline, we can
deliver ambitious objectives, on time and in full. Moreover, with these
now complete, we can focus more aggressively on building our brands
faster, which – together with our people – must be the beating heart of
the business. In the case of the demerger of the Ice Cream business,
The Magnum Ice Cream Company (TMICC) has made a solid start as
a standalone company. Since the demerger, the Unilever share price
has risen 11.6% and TMICC is also up, 1.3%, contributing in
combination to an increase of over €16 billion in shareholder value, as
at 2 March 2026. We have retained a minority stake of 19.85% in
TMICC and are confident in that it will thrive as a pure-play global Ice
Cream business.
Strategic Report | Unilever Annual Report on Form 20-F 2025 | 7 |
REVIEW OF THE YEAR | ||
Critically, 2025 saw growth improve during the year, but we still need to
accelerate the execution of our strategy to perform consistently at the
highest level. In Latin America, for example, which had a disappointing
year, we have had to take corrective pricing action and adjust our
format mix in key categories to get the business back on track. Overall,
however, the company is moving in the right direction. Volume growth
from our Power Brands is a key priority, and by focusing our teams
on strengthening brand equities and improving the quality of execution,
our new Chief Executive Officer, Fernando Fernandez, and our
recently appointed Chief Financial Officer, Srinivas Phatak, are off to a
good start, together with our Unilever Leadership Executive (ULE)
colleagues.
RESULTS AND PERFORMANCE
All figures quoted for 2025 exclude the Ice Cream business. Turnover
for the year was €50.5 billion, down 3.8% versus the previous year due
to significant currency headwinds. Excluding the impact of currency,
turnover was up 2.3%, driven by underlying sales growth of 3.5% – a
solid performance given slower market conditions. Operating profit was
€9.0 billion, or €10.1 billion on an underlying basis. The company
delivered free cash flow of €5.9 billion, representing 100% cash
conversion. Underlying earnings per share (EPS) rose 0.7% to €3.08,
as sales growth, margin expansion and the share buyback more than
offset currency headwinds. Diluted EPS was up 6.2% to €2.59.
We returned €6.0 billion to shareholders in 2025, comprising €4.5
billion in dividends and €1.5 billion in share buybacks. We have
announced a further share buyback of €1.5 billion in 2026, reflecting
the strength of our balance sheet.
Our total shareholder return (TSR) has improved significantly versus
two years ago, supported by our improved execution and clearer
strategic focus. We are up 26.8% over that time and have performed
very well against our peers (with the peer average TSR down 8%).
However, in the five years leading up to the end of 2023, our returns
significantly underperformed versus peers. Clearly, going forward,
Fernando, the ULE and the Board are all determined to meet our
ambition of being in the top third of our peer group, as measured by
TSR, on a consistent basis. As we continue to execute our plans better
and faster, I am confident we can achieve great returns for our
shareholders.
STRATEGY
The execution of our strategy improved in 2025, but we have a long
way to go to be a consistently outperforming company in our sector.
We have a very clear and focused set of strategic priorities to improve
our performance for the long term (see pages 4 and 5). Encouragingly,
some Power Brands in our largest geographies are performing
strongly. The task now is to achieve consistent high performance
across all our key market and brand combinations.
Many of our brands are benefiting from the embedding of
more science-based, premium innovations, as well as from the
adoption of new, social-first models for reaching and engaging with
consumers. This Desire at Scale approach is being led by brands like
Dove and Vaseline, both of which grew strongly in 2025. We have
similar examples of great performance when it comes to sales
execution in our largest geographies. Last year, in the US, our biggest
market, we recovered much of the market share lost over recent years
and improved profitability. Encouragingly, we were ranked second
overall among suppliers in the prestigious Advantage Group Survey of
retailers. We were ranked number one in Foods and number one in
Personal Care in the same survey. So, we know what best-in-class
execution looks like.
Our challenge now is to replicate these examples of great performance
more widely and consistently across all our brands and categories, and
to do so at speed. Our aim is to deliver market share gains and healthy
profit growth that support attractive returns for our shareholders.
BOARD AND GOVERNANCE
Last year, we welcomed Benoît Potier and Zoe Yujnovich to the Board,
both of whom have already made important contributions as Non-
Executive Directors. We were also very pleased to announce the
appointment of Belén Garijo López as a Non-Executive Director, which
we expect to take effect during 2027.
We are very grateful to Susan Kilsby, who stepped into the role of Vice
Chair and Senior Independent Director at the 2025 AGM, and who has
also taken on the role of Chair of the Remuneration Committee.
An external evaluation of the effectiveness of the Board and its
Committees was conducted in 2025. The overall findings for the Board
were positive, with a strong level of satisfaction reported among Board
members. As in previous years, individual Non-Executives took the
opportunity to deepen their understanding of the business by visiting
key markets, including the US and India. A group of Directors also
visited one of the company’s global R&D centres at Port Sunlight in the
UK to see how leading-edge science and technology is being used to
elevate the quality of our brands and innovations. Other details of the
Board’s activities in 2025, including engagement with stakeholders, are
set out on pages 58 to 61 of this report.
Over the last year, we have consulted widely with our largest
shareholders on how to ensure our remuneration policy best supports
the company’s growth ambition, in the context of a highly competitive
global talent market. To that end, we will be putting forward proposals
at the 2026 AGM which give greater weight to the variable elements of
reward. We are also re-committing to our Performance Share Plan
(PSP) as the most effective long-term incentive structure for driving a
high-performance culture and long-term growth for shareholders.
LOOKING AHEAD
Sustainable growth is key and, to that end, we have previously set out
a multi-year guidance range of 4% to 6% underlying sales growth,
underpinned by at least 2% volume growth. This will come from great
execution of the clear strategic priorities that Fernando, the ULE and
the Board have agreed on. These include building a brand portfolio for
the future with more Beauty, Wellbeing, and Personal Care, prioritising
premium segments and digital commerce, and anchoring our growth in
the US and India.
A lot of work has been done over recent years to improve the portfolio,
allocate resource to the highest growth opportunities and improve the
effectiveness of our brand plans, based on the principles of
Unmissable Brand Superiority (UBS). We have also invested to step
up our R&D programmes, the productivity of our organisation and the
calibre of our leadership.
Hence, many of the building blocks for faster volume-driven, underlying
sales growth are now in place. We have the resources, the plans and
the teams necessary to take our performance to the next level.
Lastly, I would like to thank everyone at Unilever for the considerable
progress made in 2025. The market conditions were not helpful, but we
still delivered a good performance. The Board is looking forward to
supporting all our teams in 2026 and over the longer term, as we look
to meet our value creation ambition of being a consistently great
company with volume growth, positive mix and gross margin
expansion driving top-third TSR.
Ian Meakins
Chair
8 | Unilever Annual Report on Form 20-F 2025 | Strategic Report |
REVIEW OF THE YEAR | ||
Chief Executive Officer’s Statement
In 2025, we became a simpler,
sharper and faster Unilever.
We are moving at speed to build
a business that drives Desire at
Scale in our brands and execution
excellence across all channels.
Fernando Fernandez
Chief Executive Officer
Strategic Report | Unilever Annual Report on Form 20-F 2025 | 9 |
REVIEW OF THE YEAR | ||
PERFORM AND TRANSFORM
When I became CEO in March 2025, I made clear that one of
my overriding priorities was to ensure that in a fast-changing
environment, Unilever was able to both perform and transform.
Too often in the past, we have achieved one at the expense of the other.
Areas of excellence have sat alongside areas of more average
performance. Hence, one of the most encouraging aspects of our progress
in 2025 was the demonstration of our ability to perform while transforming.
The progress on transformation was clear.
■We reshaped our portfolio through the successful demerger of the
Ice Cream business (now operating as The Magnum Ice Cream
Company) – a highly complex but well-executed process – which
leaves us with a clearer strategic and capital allocation focus.
■We furthered the transformation of our organisational structure by
ensuring each of our top 24 markets has category-dedicated sales
forces, strengthening focus, expertise and accountability.
■We are transforming our approach to brands and marketing with a
Desire at Scale model that is designed to elevate every step of the
consumer journey – from product development right through to the
way we reach and engage with people.
■And we are in the midst of a widespread transformation to build a
Play to Win culture, where performance is rewarded and where
attracting, accelerating and developing the best talent is prioritised
so Unilever can perform at the levels we expect.
There is much to do to meet our ambitions but, thanks to our progress in
2025, many of the necessary transformational shifts have now been made.
Moreover, we achieved this while simultaneously delivering on our value
creation plan: accelerated volume growth and gross margin expansion for
reinvestment. This progress was reflected in our full-year results.
PERFORMANCE
In 2025, we became a simpler, sharper and faster company, delivering on
our commitment to volume growth, positive mix and strong gross margin.
Underlying sales growth (USG) of 3.5% represented a good performance
against the backdrop of slowing markets and reflected a sequential
improvement in the second half of the year.
Growth was led by our Power Brands, which delivered 4.3% USG, driven
by an increasingly strong innovation plan and more disciplined execution.
These brands now account for 78% of turnover, reflecting our ambition to
make Unilever a simpler, more focused business. We saw improvements
in key emerging markets, including Indonesia and China – which benefited
from operational resets – and an improving performance in India. Our
largest market, the US, continued to outperform the market. Latin America,
however, had a challenging year.
In terms of profitability, we remain focused on gross margin expansion,
which increased to 46.9% last year, driven by productivity initiatives,
volume leverage and positive mix. This structural improvement in gross
margin, alongside strong control of overheads, helped to deliver an
improvement in underlying operating margin, which increased to 20.0%,
while fuelling continued strong investment behind our brands.
OUR MODEL FOR SUCCESS
The progress we have made and the momentum we have built are early
evidence of a clear and compelling long-term strategic framework. Our
model for success is founded on making three fundamental shifts in the
way we operate and in relentlessly pursuing seven growth priorities (see
pages 4 and 5).
These fundamental shifts build on the transformations we have already
made in three important ways.
■First, we are fully realising our Desire at Scale model for elevating
the quality, relevance and reach of our brands, and for ensuring that
we have a frontline marketing and sales machine capable of
delivering excellence in execution in every channel and every
market. Dove in the US is a great example. Through a combination
of breakthrough science, elevated sensorials and premium
aesthetics, Dove Beauty grew double-digit in the US in 2025. Dove’s
performance in the US was further inspired by innovative
collaborations like Dove x Crumbl which brought new users to the
brand, and by tripling the volume of creator-generated content.
■Second, we are embedding fully – and uncompromisingly
– our Play to Win approach for attracting, developing and rewarding
top talent. This included updating our reward framework to drive
stronger differentiation and ensure true performance is recognised.
■Third, we are accelerating our evolution into an organisation Fit for
the AI Age, with a particular focus on stimulating creativity and
driving growth by leveraging the most technology-advanced, AI-
enabled capabilities at our disposal. In R&D, for example, by
eliminating the need for multiple physical trials, AI-powered
simulations are accelerating the speed with which we can bring
innovations to market.
These transformational shifts are allowing us to bring an even sharper
focus to the seven biggest – and overlapping – priorities that we have
identified for growing the business and creating value. As we look ahead,
we will prioritise investment and resource in the following areas: our world-
leading brands and innovation platforms in Beauty, Wellbeing, and
Personal Care; the rapid expansion of digital commerce and premium
offerings; and our two anchor geographies, the US and India, which are not
only our largest markets, but also represent our biggest growth
opportunities.
By concentrating our intellectual and financial capital behind such a clear
and focused set of transformational shifts and strategic priorities, we are
positioning Unilever to meet our value creation ambition. We still have a
long way to go, but by enabling us to accelerate volume growth and drive
gross margin expansion, we believe we can cement Unilever’s position in
the top third of peer companies in the delivery of total shareholder return. At
the same time, we continue to make progress towards our sustainability
goals across our four key priorities: climate, nature, plastics and livelihoods.
OUTLOOK
Markets will likely remain subdued in 2026. Operating effectively in this
environment will require the discipline and resilience that we have built and
strengthened over recent years. Our organisation today is simpler, our cost
base is leaner, and we are a more focused, agile and productive company
than we have been for many years.
Looking ahead, we expect underlying growth for full-year 2026 to be within
our multi-year guidance range of 4% to 6%, with at least 2% underlying
volume growth. Growth is expected to be at the bottom end of the USG
range, reflecting slower market conditions. We anticipate a modest
improvement in underlying operating margin for the full year.
Finally, I want to thank all my Unilever colleagues – as well as our many
business partners – for their hard work and dedication in 2025. It was a
year characterised by significant change internally and by considerable
pressures externally. Despite these challenges, we have delivered a solid
set of results, fully in line with our commitments. The willingness and the
ability of our teams to both perform and transform is a huge credit to them
and is key to Unilever’s long-term success.
Fernando Fernandez
Chief Executive Officer
10 | Unilever Annual Report on Form 20-F 2025 | Strategic Report |
Unilever Group
Financial Review
Unilever Ice Cream Demerger
All figures are presented on a continuing operations basis. For Unilever, this comprises of four Business Groups: Beauty & Wellbeing, Personal Care, Home Care
and Foods. Comparative figures have been re-presented to reflect the demerger of the Ice Cream business.
Strategic Report | Unilever Annual Report on Form 20-F 2025 | 11 |
REVIEW OF THE YEAR | ||
Unilever Group
Financial Review
Competitive performance
driven through a sharper
portfolio, elevated brands
and improved execution.
Srinivas Phatak
Chief Financial Officer
HIGHLIGHTS
Turnover €50.5 billion, down (3.8)%, impacted by adverse currency (5.9)% and net disposals (1.2)%. USG 3.5%, with four quarters of positive UVG. | ||
Power Brands (78% of turnover) leading growth with USG 4.3% and UVG up 2.2%. | ||
Strong gross margin 46.9%, up 20bps, and underlying operating margin of 20.0%, up 60bps, driven by disciplined overhead management. | ||
Underlying earnings per share increased 0.7%; diluted EPS increased 6.2%. | ||
100% cash conversion, with free cash flow of €5.9 billion, down €0.4 billion, primarily due to Ice Cream demerger costs. | ||
PERFORMANCE HIGHLIGHTS | |||||
TURNOVER | |||||
2025: | |||||
€50.5bn | |||||
2024: €52.5bn | 2023: €51.7bn | ||||
TURNOVER GROWTH | |||||
2025 | (3.8%) | ||||
2024 | 1.5% | ||||
2023 | (1.0%) | ||||
'0% | |||||
UNDERLYING SALES GROWTH | |||||
USG | UVG | UPG | |||
2025 | 3.5% | 1.5% | 2.0% | ||
2024 | 4.3% | 3.1% | 1.2% | ||
2023 | 7.7% | 1.1% | 6.5% | ||
'0% | |||||
OPERATING MARGIN | |||||
2025 | 17.9% | ||||
2024 | 16.8% | ||||
2023 | 17.4% | ||||
UNDERLYING OPERATING MARGIN | |||||
2025 | 20.0% | ||||
2024 | 19.4% | ||||
2023 | 17.6% | ||||
Pages 1 to 46 use GAAP and non-GAAP measures to explain the performance of our business. See pages 40 to 46 for further information. | |||||
12 | Unilever Annual Report on Form 20-F 2025 | Strategic Report |
REVIEW OF THE YEAR | ||
Group Financial Review
YEAR IN SUMMARY
In 2025, we became a more focused and agile Unilever, delivering on
our commitment to volume-driven growth and strong gross margin. We
generated turnover of €50.5 billion, operating profit of €9.0 billion, net
profit of €6.2 billion and free cash flow of €5.9 billion.
GROWTH
Turnover was down (3.8)% versus the prior year. Underlying
sales growth contributed 3.5%, offset by a significant currency impact
of (5.9)% and (1.2)% from disposals, net of acquisitions. The currency
impact was primarily driven by Latin American currencies, the Indian
rupee, the US dollar and the Turkish lira, all depreciating against the
euro.
Underlying sales growth of 3.5% comprised 1.5% volume
and 2.0% price. We have now achieved 12 consecutive quarters of
underlying volume growth. All Business Groups delivered positive
volume growth in 2025. Power Brands contributed 78% of turnover and
performed strongly, with underlying sales growth of 4.3% and volume
growth of 2.2%.
Beauty & Wellbeing grew underlying sales by 4.3%, with volume
growth of 2.2%, led by double-digit growth in Wellbeing, Dove and
Vaseline. Personal Care grew underlying sales by 4.7%, with 3.6%
price growth, supported by market share gains, premium innovations
and commodity-driven price increases. Home Care increased
underlying sales by 2.6%, led by 2.2% volume growth as a result of
strong execution across key regions. Foods grew underlying sales by
2.5%, driven by emerging markets and volume growth of 0.8%,
reflecting our disciplined execution in declining developed markets.
Developed markets, which represented 41% of Group turnover,
delivered above-market underlying sales growth of 3.6%. Underlying
volume growth of 2.6%, driven by North America, with underlying sales
growth of 5.3%, reflected the benefits of the multi-year transformation
of our portfolio towards Beauty & Wellbeing and Personal Care.
Europe, with underlying sales growth of 1.5%, saw strong volume
growth in Home Care, supported by the further roll-out of Wonder
Wash and other premium innovations, but this was partially offset by a
decline in Foods. Underlying price growth in developed markets was
0.9%.
Emerging markets, which represented 59% of Group turnover,
delivered underlying sales growth of 3.5%, led by mid-single-digit
growth in Asia Pacific. India grew 4.0% underlying sales, supported by
gradually improving market conditions and a competitive performance
with share gains. Latin America grew 0.5% underlying sales, as pricing
was largely offset by volume declines in challenging markets where
performance was impacted by economic and political uncertainty.
Indonesia grew 4.0% underlying sales, and China was flat, with both
seeing a return to growth in the second half following decisive actions
earlier in the year to address prior-year underperformance. Africa
delivered low single-digit growth, with a slight volume decline in a
challenging consumer environment.
MARGIN
Operating profit of €9.0 billion increased by 2.4% versus the prior year.
This increase was driven by lower restructuring costs and reduced
losses on disposals compared to the previous year.
Underlying operating profit was €10.1 billion, down 1.1%, due to
an adverse currency movement that more than offset strong
operational delivery. Underlying operating margin increased by 60bps
to 20.0%.
Gross margin increased by 20bps to 46.9%, driven by supply chain
savings, volume leverage and positive mix. Strong execution across
the value chain sustained margins despite a volatile cost and currency
environment.
Brand and marketing investment (BMI) increased by 10bps to 16.1% of
turnover, as we continued to invest competitively behind our brands,
particularly in Beauty & Wellbeing and Personal Care. This reflects a
significant step-up in BMI over the last five years, up 300bps.
Overheads improved strongly by 50bps, driven by our productivity
programme. These savings more than offset inflationary pressures and
stranded costs related to the demerger of our Ice Cream business.
CASH, CAPITAL ALLOCATION AND EARNINGS
We delivered strong cash conversion of 100%. Free cash flow was
€5.9 billion versus €6.3 billion in 2024, with higher taxes due to the
demerger of our Ice Cream business offsetting improvements in
working capital. Capital expenditure remained largely flat.
Diluted earnings per share of €2.59 were up 6.2% versus the prior
year. This was driven by increased operating profit. Underlying
earnings per share of €3.08 increased by 0.7%, with performance
improvements almost entirely offset by an adverse currency impact of
(8.8)%.
Underlying return on invested capital remained strong at 19.0%. The
slight decline versus 19.1% in 2024 reflected the fall in underlying
operating profit. Average invested capital in 2025 was largely flat
versus 2024.
In 2025, we returned €6.0 billion to shareholders through dividends
and share buybacks. We completed the €1.5 billion share buyback
programme in May. The Q4 2025 dividend was up 3% compared to Q3
2025.
PORTFOLIO RESHAPING
In 2025, we accelerated the strategic reshaping of Unilever, further
focusing our portfolio on higher-growth categories, with increased
exposure to Beauty & Wellbeing and Personal Care. We continue to be
disciplined, with targeted bolt-on acquisitions including Dr. Squatch in
North America, Minimalist in India and Wild in western markets. We
also disposed of non-core and local brands, primarily in Foods.
On 6 December 2025, we completed the demerger of our Ice Cream
business, with The Magnum Ice Cream Company N.V. (TMICC) listed
as a standalone, pure-play global Ice Cream business in Amsterdam,
London and New York. This created a simpler Unilever with a clearer
strategic and capital allocation focus.
We have retained a minority stake of 19.85% in TMICC, which will be
sold down in an orderly and considered manner to pay demerger costs
and maintain capital flexibility.
Strategic Report | Unilever Annual Report on Form 20-F 2025 | 13 |
REVIEW OF THE YEAR | ||
DISCONTINUED OPERATIONS
The results of the Ice Cream business for the period of ownership until
the demerger on 6 December 2025 are included in discontinued
operations. These are not included in non-GAAP measures, including
underlying earnings per share.
In 2025, our discontinued operations generated €7.7 billion turnover, with
operating profit of €0.7 billion and profit after taxation on demerger of
discontinued operations of €3.8 billion. Our profit after taxation on
demerger of discontinued operations in 2025 reflected the gain on
demerger. Cash flow from discontinued operations included an operating
inflow of €0.3 billion. Investing outflow was €0.7 billion, mainly from the
cash derecognised at the time of the demerger and capital expenditure.
Financing activities contributed a €3.0 billion inflow, primarily from the
bond issuance completed by TMICC.
LOOKING FORWARD
Looking ahead, we will continue to focus on the three shifts that will be
critical to supporting sustained outperformance in rapidly changing
markets: building Desire at Scale with our brands, reinforcing a Play to
Win culture with clear accountability, and rewiring the organisation for
digital and AI.
Our value creation plan is aimed at delivering absolute profit growth in
line with our top-third total shareholder return ambition and is outlined
below.
VALUE CREATION PLAN 2026
DELIVER ABSOLUTE PROFIT GROWTH IN LINE WITH
TOP 1/3 TOTAL SHAREHOLDER RETURN AMBITION
GROWTH ALGORITHM | |||
Mid-single-digit growth (USG) with UVG of at least 2% | |||
Modest margin improvement (UOM) Fuelled by gross margin | |||
Top 1/3 total shareholder return | |||
CASH GENERATION | |
Cash conversion | |
Sustain ∼100% cash conversion over time | |
Debt | |
∼2x net debt/EBITDA Strong single A credit ratings | |
ROIC | |
High-teens ROIC | |
CAPITAL ALLOCATION | |
Growth & productivity | |
Capacity and margin expansion Brand investment | |
Portfolio reshaping | |
Bolt-on M&A No transformational M&A | |
Capital returns | |
∼60% dividend payout ratio Share buybacks with surplus cash | |
EBITDA is underlying earnings before interest, taxation, depreciation and amortisation; ROIC is underlying return on invested capital; UOM is underlying operating margin; USG is underlying sales growth; and
UVG is underlying volume growth. See pages 40 to 46 for further details on these measures. Dividend payout ratio is calculated as dividend per share/underlying earnings per share.
14 | Unilever Annual Report on Form 20-F 2025 | Strategic Report |
REVIEW OF THE YEAR | ||
Financial Performance
Unilever Group | ||||||||
Unilever | 2025 | 2024 | 2023 | |||||
Turnover | €50.5bn | €52.5bn | €51.7bn | |||||
Turnover growth | (3.8%) | 1.5% | (1.0%) | |||||
Underlying sales growth | 3.5% | 4.3% | 7.7% | |||||
Underlying volume growth | 1.5% | 3.1% | 1.1% | |||||
Operating margin | 17.9% | 16.8% | 17.4% | |||||
Underlying operating margin | 20.0% | 19.4% | 17.6% | |||||
Cash flow from operating activities | €10.8bn | €10.9bn | €10.3bn | |||||
Free cash flow | €5.9bn | €6.3bn | €6.4bn | |||||
Net cash flow used in continuing investing activities | €(2.4)bn | €(0.4)bn | €(1.4)bn | |||||
Net cash flow used in continuing financing activities | €(9.9)bn | €(6.8)bn | €(7.1)bn | |||||
All figures are presented on a continuing operations basis. For Unilever, this comprises of four Business Groups: Beauty & Wellbeing, Personal Care, Home Care and Foods. Comparative
figures have been re-presented to reflect the demerger of the Ice Cream business.
Business Group | ||||||
Beauty & Wellbeing | 2025 | 2024 | 2023 | |||
Turnover | €12.8bn | €13.2bn | €12.5bn | |||
Turnover growth | (2.3)% | 5.5% | 1.8% | |||
Underlying sales growth | 4.3% | 6.5% | 8.3% | |||
Operating margin | 16.2% | 15.0% | 17.7% | |||
Underlying operating margin | 19.2% | 19.4% | 18.7% | |||
Personal Care | 2025 | 2024 | 2023 | |||
Turnover | €13.2bn | €13.6bn | €13.8bn | |||
Turnover growth | (3.4)% | (1.5)% | 1.4% | |||
Underlying sales growth | 4.7% | 5.2% | 8.9% | |||
Operating margin | 20.5% | 20.1% | 21.4% | |||
Underlying operating margin | 22.6% | 22.1% | 20.2% | |||
Strategic Report | Unilever Annual Report on Form 20-F 2025 | 15 |
REVIEW OF THE YEAR | ||
Business Group continued | ||||||
Home Care | 2025 | 2024 | 2023 | |||
Turnover | €11.6bn | €12.3bn | €12.2bn | |||
Turnover growth | (6.4)% | 1.4% | (1.8)% | |||
Underlying sales growth | 2.6% | 2.9% | 5.9% | |||
Operating margin | 13.1% | 12.3% | 11.6% | |||
Underlying operating margin | 14.9% | 14.5% | 12.3% | |||
Foods | 2025 | 2024 | 2023 | |||
Turnover | €12.9bn | €13.4bn | €13.2bn | |||
Turnover growth | (3.2)% | 1.1% | (5.0)% | |||
Underlying sales growth | 2.5% | 2.6% | 7.7% | |||
Operating margin | 21.3% | 19.5% | 18.3% | |||
Underlying operating margin | 22.6% | 21.3% | 18.6% | |||
Underlying sales growth, underlying volume growth, underlying operating margin and free cash flow are non-GAAP measures. For further information about these measures, and the reasons
why we believe they are important for an understanding of the performance of the business, please refer to our commentary on non-GAAP measures on pages 40 to 46.
16 | Unilever Annual Report on Form 20-F 2025 | Strategic Report |
REVIEW OF THE YEAR | ||
Our People &
Organisation
This year, we have taken decisive
steps towards building a winning
culture to enable sustained higher
performance.
Mairéad Nayager
Chief People Officer
PLAY TO WIN
Our people, organisation, culture and brands are the foundation of
everything we do and are critical to our success as a business. Play to
Win is more than a mindset – it is a strategic approach that sharpens
focus, strengthens agility and drives sustained high performance.
In 2024, we launched a company-wide productivity programme to
improve efficiency and competitiveness. This programme is now
largely complete, and our new structure is in place. Building on this
foundation, we are focusing on fewer, higher-impact priorities to lead
and win in our markets.
Our People Strategy centres on:
■Winning culture – embedding the behaviours, systems and discipline
to sharpen our performance edge.
■Uncompromising on talent – placing our best people in
high-value roles, building a strong leadership pipeline and
accelerating Desire at Scale.
■Next Wave Organisation – reshaping how we work to be simpler,
faster, better connected in the AI Age.
Our employee engagement metrics, including UniVoice and the Culture
Index, reflect both the extent of recent changes and early signs of
progress, although it is clear more work remains. Insights highlight the
need for sharper priorities and streamlined processes – areas our new
people and organisation plan is designed to address.
WINNING CULTURE
We are setting a new standard of performance – anchored in
our category-focused structure, new company-wide behaviours, and
our enduring values of Pioneering, Respect, Integrity and
Responsibility.
Accountability and performance matter. This starts with setting clear
goals, aligned with our strategic priorities. In 2025, most office‑based
employees had in‑year goals, with strong participation in mid‑year
reviews as coaching and feedback became more central to how we
work. We have updated our reward framework to drive stronger
differentiation and ensure performance is truly recognised. We will
continue to improve the quality of feedback to support better outcomes
across the business.
Critical to this approach are our four focus behaviours introduced in late
2024: care deeply, focus on what counts, stay three steps ahead and
deliver with excellence. Employees across offices and factories have
taken part in culture immersion workshops to understand what these
behaviours mean in their roles.
UNCOMPROMISING ON TALENT
We want to have the best people in every role. This means attracting
top talent, particularly in our strategic growth markets, as well as
investing in our teams and supporting the development of future-fit
skills. For example, we are building social and AI capabilities across our
Business Group-led markets, with a particular focus on marketing.
We are strengthening our succession pipeline, introducing new profile
assessments and a talent accelerator programme. These initiatives will
fast-track high performers into positions that deliver the greatest value,
including leading our Power Brands and senior roles in priority
markets.
NEXT WAVE ORGANISATION
Change is constant, and our ability to adapt at pace is critical
to delivering sustainable growth. As technology advances and
consumer expectations evolve, we are simplifying how we work to
accelerate the adoption of AI and enable our Next Wave Organisation,
so our people can focus on driving performance.
In 2025, we shifted from time-intensive, people-centred processes to
solutions powered by technology and AI. These changes are helping to
make Unilever’s back-end operations more efficient. For example, we
have deployed chatbots as the first point of contact for most HR
matters. AI-enabled workflows are streamlining supplier onboarding in
our supply chain, and improving procurement competitiveness through
real‑time data, faster sourcing decisions and greater efficiency across
our global buying operations.
The Unilever Philippines HR team is bringing our Play to Win
spirit to life through collaboration and people‑centred
performance.
Strategic Report | Unilever Annual Report on Form 20-F 2025 | 17 |
Beauty &
Wellbeing
We are building the future of beauty and wellbeing
through science-led innovation and premium
experiences, unlocking new categories, new
channels and new consumer rituals.
18 | Unilever Annual Report on Form 20-F 2025 | Strategic Report |
REVIEW OF THE YEAR |
Where beauty
meets wellbeing
Our Power Brands delivered a good
performance, with many achieving
double-digit growth, supported by
science-led, premium innovation
and social-first marketing.
Leandro Barreto
Chief Marketing Officer – Unilever and Beauty & Wellbeing
ABOUT BEAUTY & WELLBEING
Our categories: | ||
Hair Care, Prestige Beauty, Skin Care and Wellbeing | ||
Our Power Brands: | ||
Clear Dermalogica Dove Hourglass K18 Liquid I.V. Nexxus | Nutrafol OLLY Paula’s Choice Pond’s Sunsilk TRESemmé Vaseline | |
PERFORMANCE HIGHLIGHTS | |||||
TURNOVER | |||||
2025: | |||||
€12.8bn | |||||
2024: €13.2bn | 2023: €12.5bn | ||||
TURNOVER GROWTH | |||||
2025 | (2.3%) | ||||
2024 | 5.5% | ||||
2023 | 1.8% | ||||
'0% | |||||
UNDERLYING SALES GROWTH | |||||
USG | UVG | UPG | |||
2025 | 4.3% | 2.2% | 2.1% | ||
2024 | 6.5% | 5.1% | 1.3% | ||
2023 | 8.3% | 4.4% | 3.8% | ||
'0% | |||||
OPERATING MARGIN | |||||
2025 | 16.2% | ||||
2024 | 15.0% | ||||
2023 | 17.7% | ||||
UNDERLYING OPERATING MARGIN | |||||
2025 | 19.2% | ||||
2024 | 19.4% | ||||
2023 | 18.7% | ||||
Pages 1 to 46 use GAAP and non-GAAP measures to explain the performance of our business. See pages 40 to 46 for further information. | |||||
Strategic Report | Unilever Annual Report on Form 20-F 2025 | 19 |
REVIEW OF THE YEAR | ||
PERFORMANCE SUMMARY
In 2025, we delivered turnover of €12.8 billion, a decrease compared to
the prior year, due to adverse currency movements, partially offset by
volume-led growth and continued portfolio premiumisation. Underlying
sales grew 4.3%, with 2.2% volume growth and 2.1% price growth. This
was driven by double-digit growth in Wellbeing, Vaseline and Dove,
while price execution issues subdued volume growth in the Americas.
Across categories, Hair Care was flat, with positive price offsetting volume
declines. Dove delivered double-digit growth driven by the successful
launch of its renovated hair care range. Meanwhile, Sunsilk and Clear were
impacted by softness in several emerging markets and deliberate tail brand
portfolio rationalisation. Core Skin Care grew mid-single digit, led by
Vaseline, which delivered double-digit growth for the third consecutive year.
Wellbeing grew double-digit, led by Nutrafol and Liquid I.V., while OLLY
delivered high single-digit growth supported by premium gummy
innovation. Prestige Beauty delivered low single-digit growth, driven by
strong performances from Hourglass and K18, with Dermalogica and
Paula’s Choice returning to growth in the second half.
Operating profit increased by 5.4% to €2.1 billion, due to reductions in both
losses on disposals and costs from acquisitions and disposals compared to
the prior year. This was offset in part by an underlying operating profit
decrease of (3.2)%. Underlying operating margin decreased by 20bps to
19.2%, as overhead savings were more than offset by increased brand and
marketing investment behind Power Brands and premium innovations.
STRATEGIC PRIORITIES
Our focus is on driving volume growth by shaping new categories and
consumer habits. As the boundaries between beauty and wellbeing
continue to blur, we are well placed to harness this intersection by building
brand desirability at scale and expanding our reach. At the same time, we
are addressing gross margin through productivity improvements. We are
prioritising competitive growth in key markets – such as the US and India –
while optimising investment and profitability. We continue to evolve our
portfolio, for example through Hindustan Unilever’s acquisition of the
premium, actives-led beauty brand Minimalist.
INNOVATION-LED PREMIUMISATION
Innovation grounded in scientific expertise continues to shape our portfolio.
We are focusing on scalable, multi-year innovations and leveraging
leading-edge bioscience. This approach is reflected in Dove’s renovated
hair care range, developed using Bio-Protein Care technology to replenish
amino acids lost to damage. The roll-out focused on executional excellence
across online channels and in-store activations in eight markets, including
the US, India and Brazil – three of our biggest hair care markets. Early
results are very positive, with turnover increasing post-launch.
Our Prestige portfolio also benefited from new innovations and
breakthroughs. K18’s biggest launch of 2025 was HeatBounce,
featuring resilicore heat-shielding technology. The formula penetrates
deeply, offering strong protection and withstanding extreme
temperatures, helping to maintain better colour vibrancy and overall
hair health. The multi‑channel launch – from salon takeovers to
in‑store activations, stylist events and influencer partnerships –
delivered initial sales ahead of forecast. HeatBounce became a
bestselling leave-in conditioner in a leading beauty retailer across
numerous markets.
Expanding into new formats, segments and markets remains
an important growth driver for Beauty & Wellbeing. Liquid I.V.’s multi-
year innovations continue to fuel growth. This year, the brand launched
in India with locally tailored flavours and also introduced its sugar-free
range into three markets, including China. First launched in the US in
2023, this variant continues to perform strongly, with further markets
planned for 2026. The brand also introduced a new sugar-free energy
line with natural caffeine, which launched successfully in the US.
Large-scale Amazon promotions through Prime and Alexa have helped
to raise brand awareness.
FRONTLINE EXECUTION
We are transforming how we engage with consumers by prioritising
social-first marketing. Vaseline illustrates this strategic shift with the
#VaselineVerified campaign, which tapped into millions of consumer-
generated “hacks” shared across social channels and then validated
them through lab testing by Unilever scientists. By embracing influencers
as co-creators, the campaign engaged with Gen Z, delivered an uplift
in sales and earned recognition at the Cannes Lions Festival, including
the prestigious Titanium Lion award.
To accelerate this social-first approach, we are investing in digital
technologies. We launched the Beauty AI studio in partnership with
a leading technology provider to drive content at scale and improve asset
creation in key markets. This was underpinned by Unilever’s Brand DNAi –
our global AI brand governance framework. This has sped up our
marketing production, reduced execution costs and increased our
responsiveness to social media trends. We are also upskilling our teams
and building capabilities in this area.
Beyond our marketing shift, we are strengthening our sales operations
through Unilever’s Perfect Store programme, which enhances shopper
experience and sales execution at scale. It is now live in key countries,
with deployment planned in 2026.
We are also creating growth opportunities through partnerships that
reinforce our position in wellbeing. In 2025, Nutrafol strengthened its
US presence with a retail expansion into Ulta Beauty, the country’s
largest beauty retailer, and entered its first multi-year partnership with
Major League Baseball (MLB) as its Official Hair Growth Partner. The
brand, which was acquired in 2022, continues to serve as a blueprint
for category growth. Its science-led, community-driven model has
helped to destigmatise hair thinning. It is the number-one
dermatologist-recommended hair growth supplement brand in the US,
with turnover having tripled since acquisition.
PRODUCTIVITY AND SIMPLIFICATION
We are building a segmented supply chain to accelerate our growth in
premium products and unlock cost efficiencies, including completing the
in-housing of around half of Liquid I.V.’s production. We have a number
of regional transformation projects underway, with cost savings expected
to materialise over the next two years. These initiatives include
simplification, with SKUs reduced by over 30% since early 2024. They
also include vertical integration of key materials and network
optimisation to reduce warehouse and logistics costs while better
serving channel‑specific needs.
We are building capacity and capability to drive portfolio premiumisation,
including by establishing more than ten agile production lines for
innovations such as Dove’s renovated hair care range. This year, we
announced the closure of REN and the divestment of Kate Somerville.
Nutrafol is a blueprint for category growth, with turnover tripling
since its 2022 acquisition.
20 | Unilever Annual Report on Form 20-F 2025 | Strategic Report |
Personal
Care
We are market-makers and category-shapers
with culturally relevant brands that inspire desire
and confidence in whole-body self-care.
Strategic Report | Unilever Annual Report on Form 20-F 2025 | 21 |
REVIEW OF THE YEAR |
Premiumising
Personal Care
We drove strong growth in hard
currency, delivered through our
Power Brand premiumisation and
category-disrupting innovation.
Fabian Garcia
Business Group President, Personal Care
ABOUT PERSONAL CARE
Our categories: | ||
Deodorants, Oral Care and Skin Cleansing | ||
Our Power Brands: | ||
Axe Closeup Dove Lifebuoy | Lux Pepsodent Rexona | |
PERFORMANCE HIGHLIGHTS | |||||
TURNOVER | |||||
2025: | |||||
€13.2bn | |||||
2024: €13.6bn | 2023: €13.8bn | ||||
TURNOVER GROWTH | |||||
2025 | (3.4%) | ||||
2024 | (1.5%) | ||||
2023 | 1.4% | ||||
'0% | |||||
UNDERLYING SALES GROWTH | |||||
USG | UVG | UPG | |||
2025 | 4.7% | 1.1% | 3.6% | ||
2024 | 5.2% | 3.1% | 2.1% | ||
2023 | 8.9% | 3.2% | 5.5% | ||
0% | |||||
OPERATING MARGIN | |||||
2025 | 20.5% | ||||
2024 | 20.1% | ||||
2023 | 21.4% | ||||
UNDERLYING OPERATING MARGIN | |||||
2025 | 22.6% | ||||
2024 | 22.1% | ||||
2023 | 20.2% | ||||
Pages 1 to 46 use GAAP and non-GAAP measures to explain the performance of our business. See pages 40 to 46 for further information. | |||||
22 | Unilever Annual Report on Form 20-F 2025 | Strategic Report |
REVIEW OF THE YEAR | ||
PERFORMANCE SUMMARY
In 2025, we delivered turnover of €13.2 billion, a decrease of (3.4)%
compared to the prior year, primarily due to the impact of adverse
currency movements and disposals. This was offset by a 4.7%
increase in underlying sales growth, driven by 1.1% volume growth
and supported mainly by premium innovation, particularly in Dove and
North America. Growth was led by our Power Brands, which accounted
for 90% of turnover.
Deodorants grew low single-digit, with positive volume and price, led
by strong growth in Dove. The continued success of whole-body
deodorants fuelled growth, offset by a volume decline in Latin America
amid softer market conditions.
Across our other categories, Skin Cleansing grew mid-single digit,
driven by price and premiumisation. Dove delivered mid-single-digit
growth, while Lifebuoy was flat as volume was impacted by
commodity-driven pricing. Oral Care also grew mid-single digit,
supported by strong momentum in Closeup and Pepsodent following
premium innovations in teeth whitening and naturals.
Operating profit decreased by (1.4)% to €2.7 billion driven by adverse
currency and disposals. Underlying operating profit also decreased by
(1.4)% to €3.0 billion, while underlying operating margin increased by
50bps to 22.6%. This was driven by improvements in gross margin and
overheads, partially offset by a step-up in brand investment,
particularly in the US and premium segments.
STRATEGIC PRIORITIES
Our Personal Care business is transforming to meet changing
consumer expectations, moving beyond hygiene to offer premium,
benefit-led experiences. Our strategy focuses on multi-year, multi-
market innovations, supported by deep insights and cutting-edge
science.
We are strengthening our brands through scientific expertise
and cultural relevance, bolstered by large-scale partnerships and a
social-first marketing model. To capture new opportunities, we are also
reshaping our portfolio and expanding through acquisitions like Dr.
Squatch and Wild, reinforcing our premiumisation and social-first
approach.
INNOVATION-LED PREMIUMISATION
Consumers are increasingly seeking products that offer superior
benefits and indulgent self-care experiences. We are investing in our
Power Brands to elevate everyday routines through advanced
formulations and sensorial appeal.
In Skin Cleansing, Dove’s Serum Shower Collection combines active
skincare ingredients with MicroMoisture™ technology. First launched in
2024, it has delivered strong results in North America and expanded
into India at the end of 2025, one of our biggest Personal Care
markets.
In Deodorants, we have strengthened our category leadership with
whole-body formats. Introduced in the US in 2024 under Dove and
Dove Men+Care, this year we scaled the technology across Rexona
and Axe, with whole-body deodorants now in 15 markets.
We expanded our premium offer in Oral Care, launching
Closeup White Now across Asia, offering teeth whitening solutions
powered by our stain-control science. The range is now available in
key markets.
Innovation in fragrance continues to enhance the sensorial appeal of
our brands. Axe launched new gourmand-inspired variants and limited
editions, like Cherry Spritz and Sunset Fresh, featuring notes such as
key lime, sage and apple. These ranges are increasingly popular with
Gen Z, with many choosing scents based on their mood. Following
Unilever’s announcement in 2024 of a €100 million investment in
developing our fragrance capabilities, this year we launched Dove’s
limited-edition Garden Tea Party range in the US, featuring the first
fragrance crafted by our in-house team.
FRONTLINE EXECUTION
We connect with people through culturally relevant moments – sport,
music and entertainment – to deepen brand engagement. Women’s
football remains a significant opportunity to reach a global audience.
As Official Sponsors of UEFA Women’s EURO 2025™, we launched a
multi-brand campaign with Dove, Rexona and Axe activating across
Europe, featuring 360° touchpoints.
We are also transforming how we create and deliver content to
consumers. Rexona piloted ‘The Locker Room’, a social hub using real-
time listening and content generation, significantly increasing online
engagement and laying the foundation for expansion ahead of the FIFA
World Cup 2026™, where Unilever is the Official Personal Care
Sponsor.
Beyond sport, we are reaching new audiences through brand
collaborations. The Dove x Crumbl partnership in the US drove strong
engagement and rapid sales, with over half of consumers being first-
time Dove buyers. This limited-edition range is available in over 4,000
Walmart locations in North America, and was supported by in-store
activations at launch. Dove also introduced its first creator-led initiative,
#ShareTheFirst, challenging the pressure of digital perfection and built
entirely on unfiltered user-generated content.
We continued to advance our digital content supply chain with the
launch of our Personal Care AI Studio. By harnessing integrated digital
and automation tools, the Studio is significantly improving the speed of
asset creation through more efficient production processes. Now live in
four markets, it will continue to scale, with further roll-outs planned for
2026.
PRODUCTIVITY AND SIMPLIFICATION
To support a more premium, higher-margin portfolio, we have stepped
up investment in capacity and capabilities across our supply chain. Our
product mix is now significantly simplified, more global, and centred on
our Power Brands. We have streamlined our brands and, since 2022,
reduced our number of SKUs by over 20%, unlocking operational
efficiency.
Beyond our portfolio, we are embedding AI-powered tools to drive
productivity and simplification. Over the past year, we have deployed a
range of digital solutions across our value chain, delivering greater
speed and precision. For example, in R&D,
AI-powered simulations have eliminated the need for multiple physical
trials, accelerating innovation timescales.
We are strengthening our deodorant category leadership with
whole-body formats, scaling the technology in 2025.
Strategic Report | Unilever Annual Report on Form 20-F 2025 | 23 |
Home
Care
We are shaping the future of home care through
science-led innovation and sensorial experiences,
to make everyday household chores easier and
more enjoyable.
24 | Unilever Annual Report on Form 20-F 2025 | Strategic Report |
REVIEW OF THE YEAR | ||
A brighter way
to clean
While we accelerated volume
growth in challenging market
conditions, we continue to focus
on stepping up performance in
some of our key countries.
Eduardo Campanella
Business Group President, Home Care
ABOUT HOME CARE
Our categories: | ||
Fabric Cleaning, Fabric Enhancers and Home & Hygiene | ||
Our Power Brands: | ||
Cif Comfort Dirt Is Good Domestos | Radiant Sunlight Surf | |
PERFORMANCE HIGHLIGHTS | |||||
TURNOVER | |||||
2025: | |||||
€11.6bn | |||||
2024: €12.3bn | 2023: €12.2bn | ||||
TURNOVER GROWTH | |||||
2025 | (6.4%) | ||||
2024 | 1.4% | ||||
2023 | (1.8)% | ||||
'0% | |||||
UNDERLYING SALES GROWTH | |||||
USG | UVG | UPG | |||
2025 | 2.6% | 2.2% | 0.4% | ||
2024 | 2.9% | 4.0% | (1.1)% | ||
2023 | 5.9% | (0.9)% | 6.8% | ||
'0% | |||||
OPERATING MARGIN | |||||
2025 | 13.1% | ||||
2024 | 12.3% | ||||
2023 | 11.6% | ||||
UNDERLYING OPERATING MARGIN | |||||
2025 | 14.9% | ||||
2024 | 14.5% | ||||
2023 | 12.3% | ||||
Pages 1 to 46 use GAAP and non-GAAP measures to explain the performance of our business. See pages 40 to 46 for further information. | |||||
Strategic Report | Unilever Annual Report on Form 20-F 2025 | 25 |
REVIEW OF THE YEAR |
PERFORMANCE SUMMARY
In 2025, we delivered turnover of €11.6 billion, driven by strong execution
across key regions and the continued scaling of our multi-year innovations.
Turnover was impacted by adverse currency movements of (7.1)% and
disposals, meaning a decline of (6.4)%. On an underlying basis, our sales
growth was 2.6%, driven by strong volume growth of 2.2%, which
accelerated to 4.0% in the fourth quarter. Performance was led by our
Power Brands, accounting for 82% of turnover.
Europe delivered another strong year supported by premium innovations
and excellent in-store execution. In emerging markets, performance
stepped up sequentially throughout the year, with Indonesia and Vietnam
returning to growth in the second half. Brazil faced a challenging year amid
softer market conditions and price corrections, but returned to growth in the
fourth quarter. South Africa delivered a weaker performance amid a
competitive market environment.
In our largest category, Fabric Cleaning, we continued to shift our portfolio
to future formats such as liquid detergents, delivering double-digit growth.
Wonder Wash maintained its strong momentum and scaled to 22
additional markets. Overall, the category was flat, with volume impacted by
declines in our powders portfolio in Brazil and South Africa. Home &
Hygiene grew mid-single digit, led by Domestos and Cif, supported by
premium innovations such as Infinite Clean. Fabric Enhancers grew high
single-digit, led by volume, with Comfort benefiting from premium formats
and fragrance-led innovations such as boosters.
Operating profit decreased by (0.6)% to €1.5 billion, due to an underlying
operating profit decrease of (3.8%), offset in part by lower non-underlying
items compared to the prior year. Underlying operating margin increased
by 40bps to 14.9%, driven by improved overheads and disciplined brand
and marketing investment, partly offset by a modest decline in gross
margin.
STRATEGIC PRIORITIES
Our strategy is focused on product innovations that deliver
superior performance, create new experiences and offer greater
convenience for consumers, particularly in high-growth categories such as
liquid detergents and household cleaning.
Our multi-year innovations are informed by deep consumer insights into
household cleaning trends and unmet needs. This approach is opening up
new category opportunities, accelerating the pace of major launches and
delivering sustained growth for Unilever.
INNOVATION-LED PREMIUMISATION
We use our science-based expertise to launch and scale innovations that
shape our categories. By introducing smarter ingredients, improved
packaging and premium fragrances, we are creating a more rewarding
experience for consumers.
In response to shifting laundry habits, we introduced Wonder Wash under
Dirt Is Good in 2024, designed for short, cold cycles to meet evolving
consumer needs. This category-defining innovation has now been scaled
to 30 markets, including two of our largest, India and Brazil.
To address rising consumer demand for convenient and longer-lasting
cleaning solutions, we launched Cif Infinite Clean in 2025. This multi-
purpose, reloadable spray uses probiotic technology to break down dirt,
with probiotics remaining effective for up to 72 hours after application. To
support the formulation’s performance, Cif Infinite Clean’s premium
packaging features mist technology for even surface coverage. So far, we
have rolled out the product across five European markets, including France
and the UK, with strong early results. Our investment in probiotic cleaning
technology extends beyond Cif, with Wipol in Indonesia, Sunlight in
Vietnam and Vim in India now offering the technology in various products.
FRONTLINE EXECUTION
By leveraging sports partnerships, our brands continue to show up where
performance meets culture, enabling us to tap into wide-reaching,
authentic consumer conversations. In 2025, we continued working with,
among others, Usain Bolt, the Argentinian Football Association and Arsenal
Football Club – boosting brand relevancy and deepening consumer
connection.
This approach led to successful brand campaigns such as “It’s Part of the
Game” with Arsenal Women’s team and Dirt Is Good helping to break the
stigma around period blood in sport. Surf Excel also partnered with the ICC
Women’s Cricket World Cup, creating a viral moment when Jemimah
Rodrigues’ dirt-stained jersey became a celebration of its “Dirt Is Good”
philosophy, with the suggestion: “Don’t clean it. Frame it.”
These campaigns are executed through a social-first marketing approach
that prioritises real-time engagement, creator-led content and cultural
connection. To accelerate this, we are embedding AI-powered design
capabilities into brand teams via Sketch Pro – our in-house studio that
speeds up asset production and enables storytelling designed for social
platforms.
We continue to deliver executional excellence offline. We have stepped up
partnerships with our customers to drive growth through category-
expanding innovations and large-scale brand activations. As a result, we
were recognised in 81% of our markets as best-in-class by the 2025
Advantage Group Survey, driven by strong in-store execution, joint
business planning and category growth.
PRODUCTIVITY AND SIMPLIFICATION
Our Home Care supply chain continues to undergo a major transformation
to deliver cost savings. This is supported by initiatives such as a €150
million investment across Europe. Launched in 2023 and continuing
through 2026, the programme is focused on driving efficiencies and
unlocking growth. In emerging markets such as Brazil and India, we are
investing in enhanced production for our future growth formats, including
liquid detergents.
To advance this transformation, we are leveraging AI to innovate faster and
accelerate our speed to market. These include predictive maintenance,
real-time demand planning, intelligent mixing systems and energy
optimisation. We are also growing our Home Care sites that are part of
Unilever’s digital twin network, a replica of our factories that enables
continuous production monitoring, analysis and simulation of changes
before implementation. At our Haldia site in India, for example, this is
helping to optimise processes and deliver cost and energy savings.
Another area of focus is vertical integration and direct-to-customer dispatch
models. For example, by producing key materials like surfactants and
designing fragrances in-house, we are improving supply resilience and
securing long-term cost benefits. We are also co-locating distribution centres
with factories, enabling faster, more direct deliveries to customers. This year,
we opened a new distribution site in China and plan to open more in
Thailand and the UK in 2026.
We use our science-based expertise to launch and scale
category-shaping innovations, such as Wonder Wash.
26 | Unilever Annual Report on Form 20-F 2025 | Strategic Report |
Foods
We are bringing on-trend products, premium
innovations and new tastes to both home and
professional chefs around the world.
Strategic Report | Unilever Annual Report on Form 20-F 2025 | 27 |
REVIEW OF THE YEAR | ||
On the frontier
of flavour
We delivered a solid performance
despite slow markets, driven by
innovation in our Power Brands
and by stepping up gross margin
through a simplified and
sharpened portfolio.
Heiko Schipper
Business Group President, Foods
ABOUT FOODS
Our categories: | ||
Condiments, Cooking Aids & Mini Meals, and Unilever Food Solutions | ||
Our Power Brands: | ||
Hellmann’s Horlicks Knorr | ||
PERFORMANCE HIGHLIGHTS | |||||
TURNOVER | |||||
2025: | |||||
€12.9bn | |||||
2024: €13.4bn | 2023: €13.2bn | ||||
TURNOVER GROWTH | |||||
2025 | (3.2%) | ||||
2024 | 1.1% | ||||
2023 | (5.0%) | ||||
'0% | |||||
UNDERLYING SALES GROWTH | |||||
USG | UVG | UPG | |||
2025 | 2.5% | 0.8% | 1.7% | ||
2024 | 2.6% | 0.2% | 2.4% | ||
2023 | 7.7% | (2.2)% | 10.1% | ||
'0% | |||||
OPERATING MARGIN | |||||
2025 | 21.3% | ||||
2024 | 19.5% | ||||
2023 | 18.3% | ||||
UNDERLYING OPERATING MARGIN | |||||
2025 | 22.6% | ||||
2024 | 21.3% | ||||
2023 | 18.6% | ||||
Pages 1 to 46 use GAAP and non-GAAP measures to explain the performance of our business. See pages 40 to 46 for further information. | |||||
28 | Unilever Annual Report on Form 20-F 2025 | Strategic Report |
REVIEW OF THE YEAR |
PERFORMANCE SUMMARY
In 2025, our turnover was €12.9 billion, decreasing by (3.2)% compared to
the prior year, impacted by adverse currency movements and partially
offset by 2.5% underlying sales growth. This consistent and competitive
underlying performance was led by emerging markets. North America grew
in line with the total Business Group, while Europe remained suppressed
amid softer consumer demand. Encouragingly, underlying volume growth
improved to 0.8%, reflecting our disciplined execution in a slower market
environment.
Cooking Aids grew low single-digit, driven primarily by price. Knorr’s softer
performance in developed markets was offset by positive volume and price
in emerging markets. Condiments delivered
mid-single-digit growth, with balanced volume and price, led by Hellmann’s
continued momentum. The brand benefited from strong demand for its
flavoured mayo range, now present in over 30 markets, and particularly
good growth in emerging markets.
Unilever Food Solutions was flat, with positive volume growth in North
America. This was partially offset by declines in China, its biggest market,
and Europe, reflecting weaker out-of-home consumption and ongoing
macroeconomic pressures.
Operating profit increased by 5.7% to €2.7 billion, due to reduced
restructuring costs compared to the prior year and an underlying operating
profit increase of 2.7%. Underlying operating margin increased by 130bps
to 22.6%. This was driven by improvements in gross margin and
overheads, alongside disciplined brand investment as we continue to
execute our focused Foods strategy.
STRATEGIC PRIORITIES
Our key focus is to continue delivering consistent growth with strong profit
and cash generation. We have introduced a new Foods strategy which,
now in its second year, supports this. We are streamlining and optimising
our portfolio and accelerating science-led innovation built around products
rooted in great taste. At the same time, we are sharpening execution
across our strategic partnerships, strengthening consumer engagement
and driving operational excellence.
INNOVATION-LED PREMIUMISATION
Innovation remains our primary driver of volume growth, and in 2025, we
turned consumer trends into scalable, multi-year product offerings. We are
embracing the appetite for new flavours and cuisines, the desire for
convenient and solo cooking, and the rise of time-saving methods such as
air frying.
Knorr continues to evolve its portfolio through innovation and product
superiority. This approach in bouillons and seasonings fuelled particularly
strong growth in the Philippines, Indonesia and the US. In addition, Knorr
tapped into the growing demand for smart cooking and eating, expanding
mini-meals with ready-to-heat pots inspired by trending global cuisines. In
the UK and Germany, it introduced new cooking pastes – such as Sundried
Tomato & Herbs and Smoked Chilli & Lime – designed for air fryer use.
We continued to invest in the fast-growing flavour space, with our flavoured
mayo range reaching €100 million across 35 markets, supported by
Hellmann’s launches like Ranch in the UK and Flamin’ Hot in Mexico.
Our approach to innovation has evolved too. We accelerated our latest
product development through an AI formulation tool, significantly reducing
time to market.
FRONTLINE EXECUTION
Our brands are embracing a social-first approach to connect with people in
authentic, locally relevant ways. Knorr delivered its biggest social-first
campaign, #UnlockYourGreenFlag, positioning cooking as a universal
‘green flag’ in the dating world. Partnering with the world’s most
downloaded dating app and influencers across 29 markets, the campaign
delivered content that resonated with Gen Z, driving a measurable uplift
in brand preference.
Connecting with consumers at the right moments is central to our strategy.
In the US – a key market for Hellmann’s – the brand continues to leverage
major sporting events as a repeatable model, celebrating the football
season with its fifth Big Game activation, generating over 40 billion earned
media impressions. This multi-channel campaign combined Unilever’s
‘Perfect Store’ execution across online platforms and in-store activations
with bold creative designed to spark conversation ahead of the event.
Beyond in-market activations, strategic partnerships help us reach new
audiences and build excitement for our brands. In Brazil, one of Hellmann’s
biggest markets, the brand extended its collaboration with the National
Basketball Association (NBA). The collaboration combined cultural
engagement with consumer activation and product innovation, introducing
new flavours such as Barbecue, Bacon and Garlic in our convenient
squeeze format. These initiatives delivered high penetration in the squeeze
segment and significant sales growth among younger consumers.
We also continued to innovate at scale in the professional space through
Unilever Food Solutions (UFS). In China, its largest market, UFS launched
chefs-for-chefs innovations such as Knorr Professional Seasoned Soy
Sauce to meet rising demand for richer umami and more intense soy
flavours. This marks the brand’s first premium variant developed
specifically for culinary professionals. Through its Future Menus initiative,
UFS works with chefs in over 50 markets to shape global food trends. This
year’s focus on Asian and South American cuisines was supported by
signature products such as Hellmann’s Spicy Mayo and Ancho Chipotle
Sauce, helping chefs create popular dishes like tacos and dumplings.
PRODUCTIVITY AND SIMPLIFICATION
We are transforming our factory performance by harnessing advanced
technology to optimise operations and improve efficiency. At the same time,
we are investing in our people – equipping factory teams with technical and
soft skills to innovate and respond to market needs.
To meet growing demand, we established a new soy sauce plant in
Greater China. The facility evolved from a pilot plant to full-scale production
and incorporates advanced controls to enable breakthroughs in
fermentation. Significant design changes from conventional soy sauce
plants have helped to optimise capital expenditure and improve volume.
Alongside operational improvements, we further simplified our Foods
portfolio this year, sharpening our focus on Power Brands and global
categories. This included the sale of Conimex and The Vegetarian Butcher,
with binding offers for the sale of Graze, as well as Unox and Zwan, which
are both pending the usual closing conditions and regulatory approvals.
Since 2019, we have removed more than 25% of SKUs, reduced
ingredients by 20% and streamlined formulations by nearly a third.
Knorr continues to focus on product superiority and unlocking
convenience in bouillons and seasonings.
Strategic Report | Unilever Annual Report on Form 20-F 2025 | 29 |
REVIEW OF THE YEAR |
Sustainability
Review
Michael Stewart
Chief Corporate Affairs and Communications Officer
PROGRESS AND IMPACT
Rapid changes in societal expectations, consumer preferences
and regulation underline the continued importance of Unilever’s
sustainability agenda. Our work protects and enhances the value of our
business through innovation, operational efficiency and supply chain
resilience. Our sustainability goals play a critical role in future-proofing our
business, ensuring focus and urgency in the areas where we can deliver
the most impact. Some of our sustainability goals include our commitment
to respect human rights across our operations, value chain, affected
communities and consumers, respecting the dignity of our workforce and
the right of employees to freedom of association and collective bargaining,
and promoting responsible business partnerships that meet the
requirements of our Responsible Partner Policy (RPP). Following the
demerger of the Ice Cream business, in 2026 we will review the scope and
baselines of our sustainability goals.
The Corporate Sustainability Reporting Directive (CSRD) requires
large companies operating in the European Union to report on their
sustainability performance in accordance with the European
Sustainability Reporting Standards (ESRS). To comply with laws of
local jurisdictions, we have have prepared a sustainability statement
for Unilever PLC and its subsidiaries (Unilever) in accordance with the
ESRS, as issued by Delegated Regulation (EU) 2023/2772 on 31 July
2023 (the "Sustainability Statement"). The Sustainability Statement
incorporates requirements for non-financial and sustainability reporting
including sections 414CA and 414CB of the Companies Act 2006, our
UK Streamlined Energy and Carbon Reporting disclosure, the ESRS
and our Climate Transition Action Plan progress report.
The Sustainability Statement is available on the Group's website. The
contents of the Sustainability Statement and our website are not
incorporated by reference into this Annual Report on Form 20-F and
any reference to the Sustainability Statement is intended to be an
inactive textual reference only.
CLIMATE
This year, we reduced emissions in our operations through
efficiency improvements, implementation of power purchase
agreements (PPAs), and installation of industrial-scale heat pumps
and electric boilers at additional sites. Our scope 3 decarbonisation
efforts continue to prioritise supplier engagement, such as our
Supplier Climate Programme, which now includes almost 200
suppliers and 40% of raw material scope 3 emissions.
We expect progress against our scope 3 targets to be challenging given
the significant contribution from the petrochemicals sector and end-of-life
emissions from surfactants. This primarily impacts our Home Care
Business Group. However, we are making progress to develop and scale
lower-GHG alternatives for these chemicals in our laundry and cleaning
products, as well as engaging with governments to accelerate the transition
to sustainable chemicals. We are also reformulating products using lower-
GHG ingredients, such as our Lux and Lifebuoy soap bars in India and
Indonesia. A key part of our forest, land and agriculture (FLAG) emissions
reduction relates to maintaining the sourcing of deforestation-free
volumes of five key commodities, including palm oil. This year, we
increased our direct sourcing of palm feedstocks, improving traceability and
supporting our work to maintain no deforestation.
We continue to work with trade associations to improve alignment with
our climate targets, supported by our second Climate Policy
Engagement Review.
NATURE
Our regenerative agriculture projects aim to address the most material
environmental impacts faced by farmers, including those related to
climate, soil and biodiversity. In 2025, we implemented 12 new
regenerative agriculture projects, bringing our total to 34 active projects
across 17 countries. This includes a new canola programme in Canada
and a soy programme in Brazil. Our projects on protection and restoration
prioritise landscapes based on our commodity footprint and operational
presence. In Indonesia, for example, we have long-term, multi-stakeholder
partnerships located across three provinces that supply our palm
oil processing facility in North Sumatra. We also continue to expand
our work in partnership with the Rimba Collective, which provides
conservation finance and project implementation.
This year, our advocacy focused on regional policies to enable farmers
to adopt and sustain regenerative practices. Alongside this, in Brazil, we
are working with peers through the World Business Council for Sustainable
Development (WBCSD)’s Landscape Accelerator to align on policy and
finance solutions to support the regenerative transformation of the Cerrado
region – a key sourcing area for our soybean oil.
PLASTICS
We increased our use of post-consumer recycled (PCR) plastic this year,
achieving our goal of 25% PCR by 2025.(a) Key projects included the roll-
out of Wonder Wash laundry detergent bottles in Europe and Hellmann’s
squeeze bottles in Brazil, with up to 100% recycled plastic. We also
reduced our use of virgin plastics, primarily through expanding our PCR
adoption. These, alongside lightweighting innovations and alternative
formats that remove plastic from our packaging, remain critical levers in
reducing virgin plastic. We also achieved our goal to collect and process
more plastic than we sold by 2025. From 2026, we will increase our focus
on transitioning to paper-based flexible packaging. This will be supported
by the inclusion of an associated target in the Sustainability Progress Index
(SPI) component of the 2026-2028 Performance Share Plan (PSP)
– see pages 99 to 100 for more detail. We remain focused on developing
next-generation packaging solutions that are reusable, recyclable or
compostable. This year in the UK, Cif launched a reusable trigger spray
that reduces plastic waste by 50%.
Despite limited progress at the Global Plastics Treaty negotiations, we
remain committed to supporting governments to develop harmonised
regulatory frameworks across markets that drive investment and innovation
– such as effective, locally tailored extended producer responsibility (EPR)
programmes. Voluntary industry-wide action also remains a key lever. This
year, we signed the Ellen MacArthur Foundation’s Global Commitment
2030, which encourages cross-industry collaboration to accelerate
progress.
LIVELIHOODS
Our multi-year projects with smallholder farmers in key commodity sourcing
regions continued to focus on improving farming practices through
certification schemes, access to income growth and regenerative
agriculture programmes. In our retail value chain, we are supporting small-
scale retailers primarily in markets such as India and Indonesia, through
our AI-powered digital ordering platforms, alongside financial services and
training. Our ongoing supplier engagement increased the proportion of our
procurement spend with suppliers who have signed the Living Wage
Promise. We continue to equip these suppliers with the tools, knowledge
and resources to start measuring their living wage gaps. Alongside
partners like UN Global Compact, International Labour Organization, IDH
and World Benchmarking Alliance, we successfully advocated for living
wage to be highlighted in the Doha Political Declaration as a key focus
area for government policy aiming to advance social development.
(a)Having reached our 2025 milestone (excluding Ice Cream), PCR will remain an important
lever to deliver our virgin plastic reduction goals.
30 | Unilever Annual Report on Form 20-F 2025 | Strategic Report |
REVIEW OF THE YEAR | ||
Non-Financial Performance
Climate | Goal | Unilever | Unilever (including Ice Cream) | ||||||
2025 | 2025 | 2024 | 2023 | ||||||
Reduce absolute operational GHG emissions (Scope 1 & 2) by 100% by 2030 from a 2015 baseline(a)(b) | (100)% | (77)% | (77)% | (72)% | (70)% | ||||
Reduce absolute Scope 3 energy and industrial (E&I) GHG emissions by 42% by 2030 from a 2021 baseline(b)(c)(d) | (42.0)% | (11)% | (11)% | (7)% | – | ||||
Reduce absolute Scope 3 forest, land and agriculture (FLAG) GHG emissions by 30.3% by 2030 from a 2021 baseline(b)(c)(d) | (30.3)% | (17)% | (17)% | (12)% | – | ||||
Nature | Goal | Unilever | Unilever (including Ice Cream) | ||||||
2025 | 2025 | 2024 | 2023 | ||||||
Implement regenerative agriculture practices on 1 million hectares of agricultural land by 2030 | 1m | 0.25m | 0.26m | 0.13m | 0.06m | ||||
Help protect and restore 1 million hectares of natural ecosystems by 2030 | 1m | 0.66m | 0.67m | 0.43m | 0.29m | ||||
95% volume of key crops to be verified as sustainably sourced by 2030 | 95% | 81% | 80% | 79% | 79% | ||||
Maintain no deforestation across our primary deforestation- linked commodities(e) | 95% | 97% | 96% | 97% | 98% | ||||
Implement water stewardship programmes in 100 locations in water-stressed areas by 2030 | 100 | 29 | 30 | 21 | 13 | ||||
Plastics | Goal | Unilever | Unilever (including Ice Cream) | ||||||
2025 | 2025 | 2024 | 2023 | ||||||
Reduce our virgin plastic footprint – by 30% by 2026, and 40% by 2028, from a 2019 baseline(f) | (30)% | (29)% | (29)% | (23)% | (21)% | ||||
100% of our plastic packaging to be reusable, recyclable or compostable(a)(f) | 100% | 57% | 57% | 57% | 53% | ||||
by 2030 (for rigids) | 100% | 75% | 75% | 76% | — | ||||
by 2035 (for flexibles) | 100% | 15% | 15% | 13% | — | ||||
Use 25% recycled plastic in our packaging by 2025(f) | 25% | 25% | 24% | 21% | 20% | ||||
Collect and process more plastic packaging than we sell by 2025(f) | 100% | 111% | 111% | 93% | 68% | ||||
Livelihoods | Goal | Unilever | Unilever (including Ice Cream) | ||||||
2025 | 2025 | 2024 | 2023 | ||||||
Suppliers representing 50% of our procurement spend to sign the Living Wage Promise by 2026 | 50% | 43% | 41% | 32% | – | ||||
Help 250,000 smallholder farmers in our supply chain access livelihoods programmes by 2026 | 0.25m | 0.17m | 0.21m | 0.08m | – | ||||
Help 2.5 million SMEs in our retail value chain grow their business by 2026(g) | 2.5m | 2.12m | 2.36m | 2.58m | 1.91m | ||||
(a)2023 performance measured for 12-month period ended 30 September.
(b)Baseline period measured for 12-month period ended 30 September.
(c)2024 performance restated due to change in measurement methodology and correction of an error in logistics third-party emission factors (E&I only).
(d)Unilever 2025 performance measured including Ice Cream.
(e)2023 performance measured for all commodity volumes ordered for three-month period October to December, except for palm oil in India measured only for December.
(f)The scope of our plastic packaging targets includes plastic packaging in 26 countries, which account for approximately 82% of Unilever’s sales.
(g)2023 performance measured for three-month period October to December.
Strategic Report | Unilever Annual Report on Form 20-F 2025 | 31 |
Our Principal Risks
OUR RISK APPETITE AND APPROACH
TO RISK MANAGEMENT
Risk management is integral to Unilever’s strategy and
the achievement of our long-term goals. Our success
as an organisation depends on our ability to identify and exploit the
opportunities generated by our business and in our markets. In doing
this, we take an embedded approach to risk management, which puts
risk at the core of the Board agenda, where we believe it should be.
Unilever’s appetite for risk is driven by the following:
■Our growth should be consistent, competitive,
profitable and responsible.
■Our actions on issues such as climate, nature, plastics
and livelihoods must reflect their urgency, and not be constrained by
the uncertainty of potential impacts.
■Our behaviours must be in line with our Code of Business Principles
(COBP) and Code Policies.
■Our ambition to continuously improve our operational efficiency and
effectiveness.
■Our aim to maintain a minimum A/A2 credit rating on
a long-term basis.
Our approach to risk management is designed to provide reasonable,
but not absolute, assurance that our assets are safeguarded, the risks
facing the business are being assessed and mitigated, and all
information that may be required to be disclosed is reported to
Unilever’s senior management including, where appropriate, the CEO
and CFO.
ORGANISATION
The Board has overall accountability for the management of risks and
opportunities and reviewing the effectiveness of Unilever’s risk
management and internal control systems. The Board has established
a clear organisational structure with well- defined accountabilities for
the principal risks that Unilever faces in the short, medium and long
term. In this structure, the Board has delegated the overall
accountability for risk management to both the CEO and CFO. The
distribution of accountabilities and responsibilities ensures that every
segment (either Business Group or country) through which we operate
has specific resources and processes for risk reviews and risk
mitigation. This is supported by the ULE, which takes active
responsibility for focusing on the principal areas of risk to Unilever,
including any emerging areas of risk. The Board regularly reviews
these risk areas, including consideration of environmental, social and
governance matters, and retains responsibility for determining the
nature and extent of the significant risks that Unilever is prepared to
take to achieve its strategic objectives.
FOUNDATION AND PRINCIPLES
Our strategy and growth priorities are set out on pages 4 and 5. In
support of these, our Code of Business Principles (COBP) and a
framework of Code Policies set out the standards of behaviour
that we expect all employees to adhere to. The day-to-day
responsibility for ensuring these principles are applied rests with senior
management across Business Groups, geographies and functions.
They are supported by Business Integrity Officers and Committees
who communicate the Code, deliver training, maintain processes and
procedures (including support lines) to report and respond to alleged
breaches, and to capture and communicate learnings.
For each of our principal risks, we have a risk management framework
detailing the controls in place and who is responsible for managing
both the overall risk and the individual controls mitigating that risk.
Unilever’s functional standards define mandatory requirements across
a range of specialist areas such as product safety and cyber security,
which are key controls in mitigating these risks.
Our assessment considers short-, medium- and long-term risks,
including how they are changing, together with emerging risk areas.
These are reviewed on an ongoing basis, and formally by senior
management and the Board at least once a year.
PROCESSES
Unilever operates a wide range of processes and activities across its
operations, covering strategy, planning, execution and performance
management. Risk management is integrated into every stage. For the
purposes of compliance with the European Union Corporate
Sustainability Reporting Directive, Unilever completed a double
materiality assessment (DMA) to identify material sustainability
matters. The outcome of the DMA has been reviewed by management
to ensure that these matters are aligned with the principal risks.
ASSURANCE AND RE-ASSURANCE
Assurance on compliance with the COBP and our Code Policies
is obtained annually from Unilever management via a formal Code
declaration. In addition, specialist awareness and training programmes
run throughout the year and vary depending on the business priorities.
An integrated assurance map is maintained across the principal risks
to confirm the mitigation in place through the three lines of defence.
Our Corporate Audit function plays a vital role in providing both
management and the Board with an objective and independent review
of the effectiveness of risk management and internal control systems
throughout Unilever.
BOARD ASSESSMENT OF COMPLIANCE WITH THE
RISK MANAGEMENT FRAMEWORKS
The Board, advised by its committees and subcommittees where
appropriate, regularly reviews the significant risks and decisions that
could have a material impact on Unilever. These reviews consider the
level of risk that Unilever is prepared to take in pursuit of the business
strategy and the effectiveness of the management controls in place to
mitigate the risk exposure.
The Board, through the Audit Committee, has reviewed the
assessment of risks, internal controls and disclosure controls, and
procedures in operation within Unilever. It has also considered the
effectiveness of any remedial actions taken for the year covered by this
Annual Report on Form 20-F, and up to the date of its approval by the
Board.
Details of the Audit Committee’s activities in relation to this can be
found in the Report of the Audit Committee on pages 70 to 74.
Further statements on compliance with the specific risk management
and control requirements in the UK Corporate Governance Code
(2024), the US Securities Exchange Act (1934) and the US Sarbanes-
Oxley Act (2002) are on page 64.
32 | Unilever Annual Report on Form 20-F 2025 | Strategic Report |
OUR PRINCIPAL RISKS | ||
Principal Risks
Our business is subject to risks and uncertainties. On the following pages, we have identified the risks and opportunities that we regard as the
most material to Unilever’s business and performance at this time.
Our principal risks include those that could impact our business in the short term (the next two years), medium term (the next three to ten years)
or over the longer term (beyond ten years). As part of our process to review our principal risks, we also consider any additional risks that could
emerge in the future.
Our principal risks have been reviewed and updated as appropriate to reflect the current and relevant risks and opportunities. The key changes
are summarised below:
■Consumer Preference risk and Customer and Channel risk have been merged into one principal risk: Consumer and Channel. Both risks are
driven by changing consumer behaviours influenced by lifestyle changes, economic pressures, and digital adoption. Given their combined
impact on portfolio and resource allocation, and integrated management by the Business Groups, this consolidation supports streamlined
oversight and disclosures.
■Ethical risk and Legal and Regulatory risk have been merged into one principal risk: Legal and Compliance. Legal and Regulatory compliance
refers to compliance with external laws, while ethical compliance relates to compliance with internal policies. In both cases, the risk lies in the
consequences of non-compliance in terms of penalties, fines and reputational damage.
■Treasury and Tax risk has reduced and is no longer considered a principal risk, reflecting the strength of our processes, operations, controls
and our widespread geographical footprint.
We also reflect on whether the level of risk associated with each of our principal risks is increasing or decreasing. There are three principal risks
where we believe there is an increased level of risk compared with last year:
■Information and Cyber Security: the risk continues to rise for consumer goods companies due to increasingly sophisticated ransomware and
phishing attacks, amplified by AI-driven threats that enable hyper-personalised scams.
■Economic and Geopolitical: escalating inter-state armed conflicts, rising protectionism and tariffs, and heightened political instability following
global elections pose increased risk to business operations.
■Portfolio Management: shifting consumer preferences, evolving channel dynamics, heightened economic and political uncertainty, and
strategic portfolio choices have increased complexity and execution challenges.
The rapid advancements in generative AI capabilities heightens the risk of misuse, leading to loss of trust and credibility, as well as the risk of
legal liability. We also continue to monitor emerging risk areas within our existing principal risks, such as geopolitical tensions, ongoing
macroeconomic challenges and changes in consumer demand.
If the circumstances in these risks occur or are not successfully mitigated, our cash flow, operating results, financial position, business and
reputation could be materially adversely affected. In addition, risks and uncertainties could cause actual results to vary from those described,
which may include forward-looking statements, or could impact our ability to meet our targets or be detrimental to our profitability or reputation.
Risk | Risk description | Level of risk |
Consumer and Channel | Our success depends on the value and relevance of our brands and products to consumers around the world, and on our ability to innovate and remain competitive. Consumer behaviours are evolving rapidly, driven by lifestyle shifts, economic pressures and increasing digital adoption. These changes influence brand preferences, shopping habits and channel dynamics, including the accelerated growth of digital commerce and new retail formats. Technological disruption continues to reshape how we engage consumers and customers, challenging traditional communication and distribution models. Our ability to develop and deploy the right communication, both in terms of messaging content and medium, is critical to the continued strength of our brands. Failure to anticipate and respond to these shifts could impact brand equity, portfolio competitiveness and, ultimately, impact market share. To remain competitive, we must deliver innovation at speed, adapt marketing strategies to digital platforms and maintain strong partnerships. | No change  |
Strategic Report | Unilever Annual Report on Form 20-F 2025 | 33 |
OUR PRINCIPAL RISKS | ||
Risk | Risk description | Level of risk |
Portfolio Management | Unilever’s strategic investment choices will affect the long-term growth and profitability of our business. Our future growth and profitability are shaped by strategic investment decisions across our Business Groups, key markets and channels. Sub- optimal choices in portfolio allocation may result in missed opportunities to strengthen margins or accelerate growth. Maintaining a balanced and forward-looking portfolio is critical to delivering long-term value. | Increase  |
Climate and Nature | Tackling climate change-related physical and transitional risks and loss of nature is important to increase our resilience and future- proof our business. Climate change and nature loss are inextricably linked. Climate change is a key driver of biodiversity loss, and nature is a key tool in combating rising global temperatures and climate change impacts. The risks from climate and nature have the potential to affect supply security, cost structures and consumer demand, requiring continued investment in resilience and sustainable practices. Physical risks from climate change, such as more frequent and severe extreme weather events, may disrupt our supply chain, manufacturing sites and distribution networks. Transition risks, including carbon pricing, land-use restrictions and regulations on GHG-intensive ingredients, could increase costs and limit operational flexibility. Climate change, intensive agriculture and land conversion are accelerating ecosystem degradation, reducing crop yields and driving up raw material costs. Water is essential across our value chain. Limited availability or declining quality could constrain operations and reduce demand for water-dependent products. | No change |
34 | Unilever Annual Report on Form 20-F 2025 | Strategic Report |
OUR PRINCIPAL RISKS | ||
Risk | Risk description | Level of risk |
Plastic Packaging | We use plastic to package our products, which is why tackling plastic pollution is a priority. Reducing virgin plastic and improving packaging circularity are key methods for continued progress towards our sustainability goals. Consumers and regulators increasingly expect sustainable packaging solutions and packaging transformation. We are also dependent on the work of our industry partners and development of waste management infrastructure, which poses a risk to achieving systemic change. The transition to sustainable packaging requires new materials, product formats and business models. Besides the overarching risk of consumer and customer acceptance, there is a need to ensure these alternatives do not compromise functionality, performance or safety, or undermine product quality and compliance. Emerging regulations, such as extended producer responsibility (EPR) schemes, also expose us to increasing costs, reporting obligations and compliance requirements. For instance, policies like bans require significant innovation and collaboration to scale alternatives and remain in the market. | No change |
Talent | The delivery of our growth ambition depends on a future-fit workforce and a high-performing culture. As we embed our new operating model and leadership structure, there is a risk that we are unable to attract talent with skills that match the demands of a fast-changing market, and that we are unable to retain the right talent and capabilities to deliver our business goals. There is also a risk that not all leadership and employees will adapt to embed a high-performance culture across the organisation. If these changes are not implemented and adopted at pace, it could affect our ability to compete, innovate and deliver sustained business results. | No change |
Business Operations | Our business depends on the purchase of materials, efficient manufacturing and the timely distribution of products to our customers. Our supply chain network is exposed to potentially adverse events such as geopolitical tensions, physical disruptions, trade restrictions and tariffs, or issues at a key supplier, which could impact our ability to deliver orders to customers. The cost of our products is affected by the cost of the underlying commodities and materials from which they are made. Fluctuations in these costs cannot always be passed on to the consumer through pricing and will need to be carefully managed. | No change |
Strategic Report | Unilever Annual Report on Form 20-F 2025 | 35 |
OUR PRINCIPAL RISKS | ||
Risk | Risk description | Level of risk |
Safe and high-quality products | The safety and quality of our products are of paramount importance for our brands and our reputation. Evolving laws and regulations concerning product formulation, nutritional standards and the use of ingredients of concern may restrict the sale of our products in specific markets, which can impact financial performance and reputation. The risk that raw materials are accidentally or maliciously contaminated throughout the supply chain or that product defects occur due to human error, equipment failure or other factors cannot be excluded. Labelling errors can have potentially serious consequences for both consumer safety and brand reputation. Therefore, on-pack labelling needs to provide clear and accurate ingredient information in order that consumers can make informed decisions regarding the products they buy. | No change |
Information and Cyber Security | Unilever’s operations are reliant on robust IT systems and the effective protection and management of data to ensure confidentiality, integrity and availability of information. The cyber risk landscape continues to evolve. There is increasing complexity due to the growing digital footprint of our business, including reliance on third parties, and the evolving cyber regulatory landscape. Threat actors have heightened capabilities, in part through the use of AI to automate phishing, exploit vulnerabilities and conduct deepfake-enabled social engineering. As digital interactions with customers, suppliers and consumers increase, the need for secure and resilient IT systems becomes critical in ensuring data privacy. While we have been subject to cyber-attacks in the past, none have resulted in a material impact. However, we recognise that a significant cyber incident has the potential to affect our core operations, including sales, supply chain and cash flow, as well as impact financial performance, reputation and regulatory compliance. | Increase  |
36 | Unilever Annual Report on Form 20-F 2025 | Strategic Report |
OUR PRINCIPAL RISKS | ||
Risk | Risk description | Level of risk |
Business Transformation | Successful execution of transformation projects is key to delivering their intended benefits and avoiding disruption to other business activities. In December 2025, we successfully completed the demerger of our Ice Cream business and continue to deliver against our company-wide productivity programme. These initiatives represent a significant transformation of our operating model. Advancements in AI, particularly the evolution of generative AI, present significant opportunities to enhance efficiency and effectiveness across consumer insights, demand creation, customer and channel management, and operations. We see these as opportunities to step up growth, unlock productivity and accelerate cultural transformation. Increased use of AI poses operational, reputational and compliance risks that need to be managed while optimising the opportunity. Unilever is embarking on a major transformation to simplify and harmonise core business processes, modernise our digital foundations and leverage AI for future growth. As the programme progresses through its design phase, insufficiently robust planning or design choices could embed future complexity, constrain efficiency gains and lead to higher long‑term costs. | Decrease  |
Economic and Geopolitical | Adverse economic conditions may affect one or more countries, regions or may extend globally. Economic and political instability impacts consumer demand for our products, disrupts sales and/or impacts the profitability of our operations. Unilever has more than half of its turnover in emerging markets, which exposes us to related economic and political volatility, such as foreign exchange or price controls. These economic and geopolitical factors can also influence the financial markets in which we operate. A material shortfall in our cash flow could undermine Unilever’s credit rating, impair investor confidence and restrict our ability to raise funds. In periods of heightened economic stress or financial crisis, there is an additional risk that market illiquidity may limit our access to funding. | Increase |
Strategic Report | Unilever Annual Report on Form 20-F 2025 | 37 |
OUR PRINCIPAL RISKS | ||
Risk | Risk description | Level of risk |
Legal and Compliance | Compliance with laws, regulations, and our Code of Business Principles and Code Policies, by our own employees and our business partners, is an essential part of Unilever’s operations. Unilever is subject to laws and regulations in diverse areas, including product and ingredient safety, intellectual property, competition, anti- bribery and corruption, economic sanctions, data privacy, environmental reporting and human rights due diligence. Failure to comply may result in financial penalties, fines or other regulatory sanctions and, in certain circumstances, may lead to civil or criminal enforcement actions or litigation, with potential adverse effects on our reputation. Acting in an ethical manner, consistent with the expectations of customers, consumers and other stakeholders, is essential for the protection of the reputation of Unilever and its brands. Failure to meet these high standards could impact our reputation and business results. | No change |
38 | Unilever Annual Report on Form 20-F 2025 | Strategic Report |
OUR PRINCIPAL RISKS | ||
Viability Statement
The Directors have reviewed the long-term prospects of the Group in
order to assess its viability. This review incorporated the activities and
key risks of the Group, together with the factors likely to affect the
Group’s future development, performance, financial position, cash
flows, liquidity position and borrowing facilities, as described on pages
1 to 29. In addition, we describe in notes 15 to 18, on pages 161 to
176, the Group’s objectives, policies and processes for managing
its capital, its financial risk management objectives, details of its
financial instruments and hedging activities, and its exposures to credit
and liquidity risk. Unilever announced the demerger of the Ice Cream
business, which completed in December 2025. The Directors have
considered the ability of the remaining Group to continue in its current
form to remain viable.
ASSESSMENT
In order to report on the long-term viability of the Group, the Directors
reviewed the overall funding capacity and headroom available to
withstand severe events and carried out a robust assessment of the
principal risks facing the Group,
including those that would threaten its business model, future
performance, solvency or liquidity. This includes consideration
of external factors such as the impact of climate change, changing
consumer preferences and a slowdown in economic growth.
We have also reviewed the mitigating factors in respect of each
principal risk. The risks and mitigating factors are summarised on
pages 32 to 37.
The viability assessment has three parts:
■First, the Directors considered the period over which they have a
reasonable expectation that the Group will continue to operate and
meet its liabilities;
■Second, they considered the current debt facilities and debt
headroom over the viability period, assuming that any debt maturing
can be re-financed at commercially acceptable terms; and
■Third, they considered the potential impact of severe but plausible
scenarios over this period:
■assessing scenarios for each individual principal risk, and their
impact on profits and cash; and
■assessing scenarios that involve more than one principal risk,
including the following multi-risk scenarios:
Multi-risk scenarios modelled | Level of severity reviewed | Link to principal risk |
Contamination issue with one of our largest brands caused by regulated ingredients and the temporary closure of three of our largest factories. | Significant reduction in sales for some of our Business Groups, along with a percolating impact on other brands and the closure of three of our largest factories for a period of six months. | ■Safe and high-quality products ■Legal and compliance ■Business operations |
Increasing geopolitical tensions leading to subdued macroeconomic scenario and impacting consumer demand, coupled with failure to find alternatives to plastic packaging, resulting in both consumers moving away and higher costs. | Loss of turnover due to shifting consumer preferences and rising costs linked to plastic-related taxes and levies. | ■Economic and geopolitical ■Plastic packaging |
Climate change-related extreme weather events impacting crop yield and failure to capitalise on changing consumer perceptions and demands. | Severe weather conditions impacting agricultural output and crop yields, driving up raw materials costs and limiting product availability, resulting in loss of turnover and missed opportunities. | ■Climate and nature ■Business operations ■Consumer and channel |
A cyber-attack causing a sustained shutdown of manufacturing systems, coupled with related non-compliance with laws and regulations. | Disruptions to operations resulting in loss of turnover for two months, coupled with recovery costs of cyber- attack and compliance costs. | ■Information and cyber security ■Legal and compliance |
FINDINGS
■Firstly, a three-year period is considered appropriate for this viability
assessment because it is the period covered by the strategic plan,
and it enables a high level of confidence in assessing viability, even
in extreme adverse events, due to factors such as:
■the Group has considerable financial resources, together with
established business relationships with many customers and
suppliers in countries throughout the world;
■high cash generation by the Group’s operations and access to the
external debt markets;
■flexibility of cash outflow with respect to significant marketing
programmes and capital expenditure projects, which usually have
a two- to three-year horizon; and
■the Group’s diverse product and geographical activities, which are
impacted by continuously evolving technology and innovation.
■Secondly, the Group’s debt headroom and funding profile
was assessed. None of the future outlooks considered resulted in
significant liquidity headroom issues, primarily because:
■the Group has a healthy balance of short-term and long-term debt
programmes, with repayment profiles ensuring short-term
commercial paper maturities do not exceed €0.5 billion in any
given week and long-term debt maturities do not exceed €4.0
billion in any given calendar year; and
■the Group has the equivalent of €7.0 billion in committed credit
facilities with a maturity of 364 days, which provide a back-up for
our commercial paper programmes.
■Thirdly, for each of our 11 principal risks, worst-case plausible
scenarios have been assessed together with multi-risk scenarios.
None of the scenarios reviewed would cause Unilever to cease to be
viable.
CONCLUSION
On the basis described above, the Directors have a reasonable
expectation that the Group will be able to continue in operation and
meet its liabilities as they fall due over the three-year period of their
assessment.
Strategic Report | Unilever Annual Report on Form 20-F 2025 | 39 |
OUR PERFORMANCE | ||
Additional Financial Disclosures
CASH FLOW
Cash flow from operating activities decreased by €0.1 billion, mainly due
to €0.4 billion in productivity-related settlements during the year linked to
the programme announced in 2024, creating a category-focused
business model. This was partly offset by a €0.3 billion improvement in
working capital.
€ million | 2025 | 2024(a) |
Operating profit | 9,037 | 8,829 |
Depreciation, amortisation and impairment | 1,353 | 1,370 |
Changes in working capital | 116 | (188) |
Pensions and similar obligations less payments | (74) | (54) |
Provisions less payments | (130) | 289 |
Elimination of losses/(profits) on disposals | 58 | 259 |
Non-cash charge for share-based compensation | 255 | 292 |
Other adjustments | 157 | 116 |
Cash flow from operating activities | 10,772 | 10,913 |
Income tax paid | (2,720) | (2,452) |
Net capital expenditure | (1,465) | (1,599) |
Net interest paid | (666) | (559) |
Free cash flow* | 5,921 | 6,304 |
Net cash flow (used in)/from investing activities | (2,394) | (423) |
Net cash flow used in financing activities | (9,884) | (6,829) |
(a)2024 comparatives have been re-presented to reflect the demerger of our Ice Cream
business.
Income tax paid increased by €0.3 billion versus the prior year,
reflecting taxes on the Ice Cream business separation.
Net cash flow from investing activities was €(2.4) billion, a significant
decrease from €(0.4) billion in the prior year. This change was mainly
attributable to the acquisitions of Dr. Squatch, Minimalist and Wild. It
also reflected reduced sales of investments in financial assets,
particularly in India, coupled with lower proceeds from the sale of
businesses in 2025. In contrast, 2024 saw higher proceeds from
disposals, including Elida Beauty, the Russian business, Pureit and
Truliva.
BALANCE SHEET
€ million | 2025 | 2024 |
Goodwill and intangible assets | 34,764 | 40,901 |
Other non-current assets | 18,641 | 19,655 |
Current assets | 17,066 | 19,194 |
Total assets | 70,471 | 79,750 |
Current liabilities | 21,662 | 25,234 |
Non-current liabilities | 31,222 | 31,961 |
Total liabilities | 52,884 | 57,195 |
Shareholders’ equity | 15,529 | 19,990 |
Non-controlling interest | 2,057 | 2,565 |
Total equity | 17,587 | 22,555 |
Total liabilities and equity | 70,471 | 79,750 |
Goodwill and intangible assets were €34.8 billion, a decrease of €(6.1)
billion compared to the prior year. This was primarily driven by the
disposal of Ice Cream-related goodwill and intangibles of €(4.0) billion.
It also reflected an adverse currency retranslation impact of €(3.7)
billion, due to strengthening of the euro versus other currencies
including the US dollar and the Indian rupee. These impacts were
partially offset by goodwill and intangibles arising from recent
acquisitions. See note 9 on pages 152 to 154 and note 22 on pages
180 to 181 for more.
Other non-current assets decreased by €(1.0) billion, driven
by derecognition of property plant and equipment in relation to the
demerger of our Ice Cream business of €(2.2) billion, depreciation of
€(1.4) billion and adverse currency retranslation impact of (€1.3 billion).
This was partially offset by net additions to property, plant and
equipment of €1.9 billion, recognition of the retained stake in TMICC of
€1.7 billion, and pension-funded schemes in surplus, driven by strong
performance of equity and other growth assets.
Current assets decreased by €(2.1) billion, led by cash and
cash equivalents of €(1.7) billion, inventory of €(0.6) billion and
a currency impact of €(1.9) billion. This was partially offset by an
increase in trade and other receivables of €2.0 billion.
Non-controlling interest decreased by €(0.5) billion, as profits for the
period were more than offset by adverse foreign currency translation
effects and dividend distributions.
Net debt*
Closing net debt was €23.1 billion, compared to €24.5 billion at
31 December 2024. This translated into a net debt/underlying EBITDA
ratio of 2.0x. The decrease in net debt was primarily driven by free
cash flow and a €2.7 billion payment by TMICC to Unilever ahead of
the demerger, as TMICC raised separate debt facilities as a
standalone entity. This was partially offset by dividends paid,
acquisitions and the €1.5 billion share buyback programme executed
during the first half of 2025.
Movement in net pension liability/asset
The table below shows the movement in net pension liability/asset
during the year. Pension assets net of liabilities were in surplus of €3.5
billion at the end of 2025, compared with a surplus of €3.0 billion at the
end of 2024. Higher discount rates led to a decrease in liabilities, and
growth assets delivered positive returns.
€ million | 2025 |
1 January | 2,970 |
Gross service cost | (162) |
Employee contributions | 33 |
Actual return on plan assets (excluding interest) | (174) |
Net interest income/(cost) | 114 |
Actuarial gain/(loss) | 481 |
Employer contributions | 208 |
Currency retranslation | 36 |
Other movements(a) | 12 |
31 December | 3,518 |
(a)Other movements relate to special termination benefits, changes in asset ceiling, past
service costs including losses/(gains) on curtailment, settlements and other immaterial
movements. For more details, see note 4B on pages 141 to 146.
(*) Certain measures used in our reporting are not defined under IFRS. For further
information about these measures, please refer to the commentary on non-GAAP
measures on pages 40 to 46.
All figures are presented on a continuing operations basis. For Unilever, this comprises of four Business Groups: Beauty & Wellbeing, Personal Care, Home Care and Foods.
40 | Unilever Annual Report on Form 20-F 2025 | Strategic Report |
OUR PERFORMANCE | ||
Finance and liquidity
Approximately €0.6 billion (or 15%) of the Group’s cash and
cash equivalents is held in central finance companies for
maximum flexibility. These companies provide loans to our subsidiaries
that are also funded through retained earnings and third-party borrowings.
We maintain access to global debt markets through an infrastructure of
short- and long-term debt programmes. We make use of plain vanilla
derivatives, such as interest rate swaps and foreign exchange contracts,
to help mitigate risks. More detail is provided in notes 16, 16A, 16B and
16C on pages 166 to 172. The remaining €3.3 billion (or 85%) of the
Group’s cash and cash equivalents is held in foreign subsidiaries, which
repatriate distributable reserves on a regular basis. For most countries, this
is done through dividends, which in some cases are subject to withholding
or distribution tax. This balance includes €160 million (2024: €176 million,
2023: €98 million) of cash held in a few countries where we face cross-
border foreign exchange controls and/or other legal restrictions that inhibit
our ability to make these balances available in any means for general use
by the wider business. The cash will generally be invested or held in the
relevant country and, given the other capital resources available to the
Group, does not significantly affect the ability of the Group to meet its cash
obligations. We closely monitor all our exposures and counterparty limits.
Unilever has committed credit facilities in place for general corporate
purposes. The undrawn bilateral committed credit facilities in place on 31
December 2025 were $5,200 million and €2,600 million. Further
information on liquidity management is set out in note 16A to the
consolidated financial statements.
Material cash commitments from contractual and
other obligations
The following table shows the amount of our contractual and other
obligations as at 31 December 2025. The material cash commitments from
contractual and other obligations arise from our borrowings, which include
bonds, commercial paper, bank and other loans, interest on these
borrowings, and trade payables and accruals.
€ million | 2025 | Due within 1 year | Due in 1-3 years | Due in 3-5 years | Due in over 5 years |
Bonds | 26,462 | 1,925 | 7,003 | 5,087 | 12,447 |
Commercial paper, bank and other loans | 264 | 257 | 4 | 2 | 1 |
Interest on financial liabilities | 4,994 | 764 | 1,249 | 958 | 2,023 |
Trade payables, accruals and other liabilities | 16,415 | 16,297 | 67 | 27 | 24 |
Lease liabilities | 1,630 | 343 | 506 | 292 | 489 |
Other lease commitments | 206 | 83 | 54 | 26 | 43 |
Purchase obligations(a) and other long-term commitments | 2,641 | 949 | 954 | 471 | 267 |
Others(b) | 280 | 104 | 174 | 2 | – |
Total | 52,892 | 20,722 | 10,011 | 6,865 | 15,294 |
(a)For raw and packaging materials and finished goods.
(b)Includes other financial liabilities and deferred consideration for acquisitions.
Further details are set out in the following notes to the consolidated
financial statements: note 10 on pages 155 to 157, note 15C on pages 164
to 165, and note 20 on pages 177 and 178. We are satisfied that our
financing arrangements are adequate to meet our short-term and long-term
cash requirements. In relation to the facilities available to the Group,
borrowing requirements do not fluctuate materially during the year and
are not seasonal.
Guaranteed US debt securities
At 31 December 2025, the Group had in issue US$10.1 billion (2024:
US$11.0 billion; 2023: US$11.2 billion) bonds in connection with a US shelf
registration. See page 212 for more information on these bonds and
related commentary on guarantor information.
NON-GAAP MEASURES
Certain discussions and analyses set out in this Annual Report and
Accounts (and the Additional Information for US Listing Purposes) include
measures that are not defined by generally accepted accounting principles
(GAAP) such as IFRS. We believe this information, along with comparable
GAAP measurements, is useful to investors because it provides a basis for
measuring our operating performance, and our ability to retire debt and
invest in new business opportunities. Our management uses these
financial measures, along with the most directly comparable GAAP
financial measures, in evaluating our operating performance and value
creation. Non-GAAP financial measures should not be considered in
isolation from, or as a substitute for, financial information presented in
compliance with GAAP. Wherever appropriate and practical, we provide
reconciliation to relevant GAAP measures.
Unless specifically mentioned, our non-GAAP measures for 2025 and
comparative periods are presented on a continuing operations basis.
EXPLANATION AND RECONCILIATION OF
NON-GAAP MEASURES
Unilever uses ‘constant rate’ and ‘underlying’ measures primarily
for internal performance analysis and targeting purposes. We present
certain items, percentages and movements, using constant exchange
rates, which exclude the impact of fluctuations in foreign currency
exchange rates. We calculate constant currency values by translating both
the current and the prior period local currency amounts using the prior-year
average exchange rates into euros, except for the local currency of entities
that operate in hyperinflationary economies. These currencies are
translated into euros using the prior-year closing exchange rate before the
application of IAS 29.
The table below shows exchange rate movements in our key markets.
Annual average rate in 2025 | Annual average rate in 2024 | |
Brazilian real (€1 = BRL) | 6.297 | 5.761 |
Chinese yuan (€1 = CNY) | 8.092 | 7.751 |
Indian rupee (€1 = INR) | 97.630 | 90.652 |
Indonesia rupiah (€1 = IDR) | 18,481 | 17,177 |
Mexican peso (€1 = MXN) | 21.710 | 19.589 |
Philippine peso (€1 = PHP) | 64.488 | 62.055 |
Turkish lira (€1 = TRY) | 49.277 | 36.671 |
UK pound sterling (€1 = GBP) | 0.855 | 0.848 |
US dollar (€1 = US$) | 1.124 | 1.085 |
In the following sections, we set out our definitions of the following non-
GAAP measures and provide reconciliation to relevant GAAP measures:
■underlying sales growth;
■underlying volume growth;
■underlying price growth;
■non-underlying items;
■underlying operating profit and underlying operating margin;
■underlying effective tax rate;
■underlying earnings per share;
■net debt;
■underlying earnings before interest, taxation, depreciation
and amortisation;
■free cash flow;
■cash conversion;
■underlying return on invested capital; and
■underlying return on assets.
Strategic Report | Unilever Annual Report on Form 20-F 2025 | 41 |
OUR PERFORMANCE | ||
UNDERLYING SALES GROWTH
Underlying sales growth (USG) refers to the increase in turnover for the period, excluding any change in turnover resulting from acquisitions,
disposals, changes in currency and price growth in excess of 26% in hyperinflationary economies. Inflation of 26% per year compounded over
three years is one of the key indicators within IAS 29 to assess whether an economy is deemed to be hyperinflationary. We believe this measure
provides valuable additional information on the underlying sales performance of the business and is a key measure used internally. The impact of
acquisitions and disposals is excluded from USG for a period of 12 calendar months from the applicable closing date. Turnover from acquired
brands that are launched in countries where they were not previously sold is included in USG, as such turnover is more attributable to our
existing sales and distribution network than the acquisition itself.
The reconciliation of changes in the GAAP measure of turnover to USG is as follows:
Beauty & Wellbeing | Personal Care | Home Care | Foods | Group | |
2025 vs 2024 | |||||
Turnover (€ million) | |||||
2024 | 13,157 | 13,618 | 12,352 | 13,352 | 52,479 |
2025 | 12,848 | 13,161 | 11,565 | 12,929 | 50,503 |
Turnover growth(a) (%) | (2.3) | (3.4) | (6.4) | (3.2) | (3.8) |
Effect of acquisitions (%) | 0.4 | 1.9 | – | – | 0.6 |
Effect of disposals (%) | (1.0) | (3.6) | (1.7) | (0.8) | (1.8) |
Effect of currency-related items, (%) | (5.8) | (6.0) | (7.1) | (4.7) | (5.9) |
of which: | |||||
Exchange rate changes (%) | (6.2) | (6.5) | (7.7) | (5.1) | (6.3) |
Extreme price growth in hyperinflationary markets(b) (%) | 0.4 | 0.5 | 0.6 | 0.4 | 0.5 |
Underlying sales growth(b) (%) | 4.3 | 4.7 | 2.6 | 2.5 | 3.5 |
2024 vs 2023 | |||||
Turnover (€ million) | |||||
2023 | 12,466 | 13,829 | 12,181 | 13,204 | 51,680 |
2024 | 13,157 | 13,618 | 12,352 | 13,352 | 52,479 |
Turnover growth(a) (%) | 5.5 | (1.5) | 1.4 | 1.1 | 1.5 |
Effect of acquisitions (%) | 0.9 | – | – | – | 0.2 |
Effect of disposals (%) | (1.2) | (5.3) | (0.9) | (0.5) | (2.1) |
Effect of currency-related items, (%) | (0.6) | (1.1) | (0.5) | (1.0) | (0.8) |
of which: | |||||
Exchange rate changes (%) | (2.2) | (3.0) | (3.6) | (2.8) | (2.9) |
Extreme price growth in hyperinflationary markets(b) (%) | 1.6 | 1.9 | 3.2 | 1.9 | 2.1 |
Underlying sales growth(b) (%) | 6.5 | 5.2 | 2.9 | 2.6 | 4.3 |
2023 vs 2022 | |||||
Turnover (€ million) | |||||
2022 | 12,250 | 13,636 | 12,401 | 13,898 | 52,185 |
2023 | 12,466 | 13,829 | 12,181 | 13,204 | 51,680 |
Turnover growth(a) (%) | 1.8 | 1.4 | (1.8) | (5.0) | (1.0) |
Effect of acquisitions (%) | 1.9 | – | – | — | 0.4 |
Effect of disposals (%) | (1.7) | (0.9) | – | (6.9) | (2.5) |
Effect of currency-related items, (%) | (6.2) | (6.1) | (7.2) | (5.2) | (6.1) |
of which: | |||||
Exchange rate changes (%) | (7.5) | (8.0) | (10.3) | (6.8) | (8.1) |
Extreme price growth in hyperinflationary markets(b) (%) | 1.5 | 2.1 | 3.4 | 1.7 | 2.2 |
Underlying sales growth(b) (%) | 8.3 | 8.9 | 5.9 | 7.7 | 7.7 |
(a)Turnover growth is made up of distinct individual growth components, namely underlying sales, currency impact, acquisitions and disposals. Turnover growth is arrived at by multiplying
these individual components on a compounded basis as there is a currency impact on each of the other components. Accordingly, turnover growth is more than just the sum of the
individual components.
(b)Underlying price growth in excess of 26% per year in hyperinflationary economies has been excluded when calculating the underlying sales growth in the tables above, and an equal and
opposite amount is shown as extreme price growth in hyperinflationary markets.
UNDERLYING VOLUME GROWTH
Underlying volume growth (UVG) is part of USG and means, for the applicable period, the increase in turnover in such period calculated as the
sum of: (i) the increase in turnover attributable to the volume of products sold; and (ii) the increase in turnover attributable to the composition of
products sold during such period. UVG therefore excludes any impact on USG due to changes in prices.
42 | Unilever Annual Report on Form 20-F 2025 | Strategic Report |
OUR PERFORMANCE | ||
UNDERLYING PRICE GROWTH
Underlying price growth (UPG) is part of USG and means, for the applicable period, the increase in turnover attributable to changes in prices
during the period. UPG therefore excludes the impact to USG due to (i) the volume of products sold; and (ii) the composition of products sold
during the period. In determining changes in price, we exclude the impact of price growth in excess of 26% per year in hyperinflationary
economies as explained in USG on the previous page.
The relationship between USG, UVG and UPG is set out below:
2025 vs 2024 | 2024 vs 2023 | 2023 vs 2022 | |
Underlying volume growth (%) | 1.5 | 3.1 | 1.1 |
Underlying price growth (%) | 2.0 | 1.2 | 6.5 |
Underlying sales growth (%) | 3.5 | 4.3 | 7.7 |
NON-UNDERLYING ITEMS
Some of our non-GAAP measures are adjusted to exclude items defined as non-underlying. Management considers non-underlying items to be
significant, unusual or non-recurring in nature and so believes that separately identifying them helps users better understand the financial
performance of the Group from period to period.
■Non-underlying items within operating profit are gains or losses on business disposals, acquisition and disposal-related costs,
restructuring costs, impairments and other approved one-off items within operating profit classified here due to their nature and frequency.
■Non-underlying items not in operating profit but within net profit are net monetary gains/(losses) arising from hyperinflationary economies
and significant and unusual items in net finance cost, share of profit/(loss) of joint ventures and associates and taxation.
■Non-underlying items after tax are calculated as non-underlying items within operating profit after tax plus non-underlying items not in
operating profit but within net profit after tax.
Consequently, within underlying operating profit we exclude the following items:
■Restructuring costs are costs that are directly attributable to a restructuring project. Management defines a restructuring project as a
strategic, major initiative that delivers cost savings and materially changes either the scope of the business or the manner in which the
business is conducted.
■Acquisition and disposal-related costs are costs that are directly attributable to a business acquisition or disposal project.
■Impairment of assets including goodwill, intangible assets, and property, plant and equipment.
■Gains or losses from the disposal of group companies which arise from business disposal projects.
■Other approved one-off items are those additional matters considered by management to be significant and outside the course of normal
operations.
The breakdown of non-underlying items is shown below:
€ million 2025 | € million 2024(g) | € million 2023(g) | |
Non-underlying items within operating profit before tax | (1,047) | (1,369) | (81) |
Acquisition and disposal-related costs(a) | (288) | (293) | (222) |
(Loss)/gain disposal of group companies(b) | (36) | (229) | 491 |
Restructuring costs(c) | (599) | (710) | (425) |
Impairments(d) | (43) | (134) | – |
Other(e) | (81) | (3) | 75 |
Tax on non-underlying items within operating profit | 7 | 88 | 188 |
Non-underlying items within operating profit after tax | (1,040) | (1,281) | 107 |
Non-underlying items not in operating profit but within net profit before tax | (34) | (167) | (179) |
Interest related to non-underlying items(f) | 34 | 35 | (10) |
Net monetary gain arising from hyperinflationary economies | (68) | (201) | (169) |
Tax impact of non-underlying items not in operating profit but within net profit, including non-underlying tax items | (39) | 85 | (1) |
Non-underlying items not in operating profit but within net profit after tax | (73) | (82) | (180) |
Non-underlying items after tax | (1,113) | (1,363) | (73) |
Attributable to: | |||
Non-controlling interest | (34) | 22 | (6) |
Shareholders' equity | (1,079) | (1,385) | (67) |
(a)2025 includes a charge of €98 million (2024: €225 million, 2023: €104 million) relating to the revaluation of the minority interest liability of Nutrafol and OZiva, and €91 million related to the
Ice Cream separation.
(b)2025 net loss arises from the disposals of The Vegetarian Butcher and Kate Somerville, partially offset by a gain on Conimex disposal. 2024 net loss related to the disposals of our
Russian business, Elida Beauty, Pureit and Qinyuan. 2023 includes a gain of €497 million related to the disposal of Suave.
(c)In 2024, we announced the launch of a company-wide productivity programme to support margin improvement through specific interventions. The majority of the costs incurred in both
2024 and 2025 that relate to the productivity programme were for redundancy and are recognised as restructuring in line with our policy. The remaining costs comprise technology and
supply chain projects.
(d)2025 includes an impairment charge of €42 million relating to REN. 2024 includes an impairment charge of €127 million relating to Blueair, an air purification business.
(e)2025 includes a charge for the settlement of cases reached during the year with plaintiff law firms, and an estimated amount for potential future claims relating to litigation arising from
products which are no longer manufactured and sold by the Group.
(f)2025 includes an impact of Elida Beauty seller note settlement. 2024 and 2023 impact was driven by interest related to UK tax audit of intangible income and centralised services.
(g)2024 and 2023 comparatives have been re-presented to reflect the demerger of our Ice Cream business.
Strategic Report | Unilever Annual Report on Form 20-F 2025 | 43 |
OUR PERFORMANCE | ||
UNDERLYING OPERATING PROFIT AND
UNDERLYING OPERATING MARGIN
Underlying operating profit and underlying operating margin mean
operating profit and operating margin before the impact of non-
underlying items within operating profit. Underlying operating profit
represents our measure of segment profit or loss, as it is the primary
measure used for making decisions about allocating resources and
assessing performance of the segments.
The Group reconciliation of operating profit to underlying operating
profit is as follows:
€ million | 2025 | 2024(a) | 2023(a) |
Operating profit | 9,037 | 8,829 | 8,998 |
Non-underlying items within operating profit | 1,047 | 1,369 | 81 |
Underlying operating profit | 10,084 | 10,198 | 9,079 |
Turnover | 50,503 | 52,479 | 51,680 |
Operating margin (%) | 17.9 | 16.8 | 17.4 |
Underlying operating margin (%) | 20.0 | 19.4 | 17.6 |
(a)2024 and 2023 comparatives have been re-presented to reflect the demerger of our Ice
Cream business.
Further details on non-underlying items can be found on page 42 of the
consolidated financial statements.
Refer to note 2 on page 137 for the reconciliation of operating profit to
underlying operating profit by division. For each division, operating
margin is computed as operating profit divided by turnover and
underlying operating margin is computed as underlying operating profit
divided by turnover.
UNDERLYING EFFECTIVE TAX RATE
The underlying effective tax rate is calculated by dividing taxation,
excluding the tax impact of non-underlying items, by profit before tax,
excluding the impact of non-underlying items and the share of net
profit/(loss) of joint ventures and associates.
This measure reflects the underlying tax rate in relation to profit before
tax, excluding non-underlying items before tax and the share of net
(profit)/loss of joint ventures and associates.
Tax impact on non-underlying items within operating profit is the sum of
the tax on each non-underlying item, based on the applicable country
tax rates and tax treatment.
This is shown in the table:
€ million | 2025 | 2024(b) |
Taxation | 2,481 | 2,332 |
Tax impact of: | ||
Non-underlying items within operating profit | 7 | 88 |
Non-underlying items not in operating profit but within net profit(a) | (39) | 85 |
Taxation before tax impact of non-underlying items | 2,449 | 2,505 |
Profit before taxation from continuing operations | 8,693 | 8,371 |
Share of net (profit)/loss of joint ventures and associates | (245) | (250) |
Profit before tax excluding share of net profit/(loss) of joint ventures and associates | 8,448 | 8,121 |
Non-underlying items within operating profit before tax(a) | 1,047 | 1,369 |
Non-underlying items not in operating profit but within net profit before tax | 34 | 167 |
Profit before tax excluding non-underlying items before tax and share of net profit/(loss) of joint ventures and associates | 9,529 | 9,657 |
Effective tax rate (%) | 29.4 | 28.7 |
Underlying effective tax rate (%) | 25.7 | 25.9 |
(a)See page 42 for further details.
(b)2024 comparatives have been re-presented to reflect the demerger of our Ice Cream
business.
UNDERLYING EARNINGS PER SHARE
Underlying earnings per share (underlying EPS) is calculated
as underlying profit attributable to shareholders’ equity divided by the
diluted average number of ordinary shares. For 2025 and 2024, the
number of shares used in the calculation has been adjusted for the
impact of the share consolidation as if it took place at the start of each
period presented. In calculating underlying profit attributable to
shareholders’ equity, net profit attributable to shareholders’ equity is
adjusted to eliminate the post-tax impact of non-underlying items. This
measure reflects the underlying earnings for each share unit of the
Group.
The reconciliation of net profit attributable to shareholders’ equity to
underlying profit attributable to shareholders’ equity is as follows:
€ million | 2025 | 2024(a) | 2023(a) |
Net profit from continuing operations | 6,213 | 6,039 | 6,637 |
Non-controlling interests | (531) | (609) | (635) |
Net profit attributable to shareholders’ equity – used for basic and diluted earnings per share | 5,682 | 5,430 | 6,002 |
Post-tax impact of non-underlying items | 1,079 | 1,385 | 67 |
Underlying profit attributable to shareholders’ equity – used for underlying earnings per share | 6,761 | 6,816 | 6,069 |
Diluted average number of shares (millions of share units) | 2,195.3 | 2,228.5 | 2,251.0 |
Diluted EPS (€) | 2.59 | 2.44 | 2.67 |
Underlying EPS – diluted (€) | 3.08 | 3.06 | 2.70 |
(a)2024 and 2023 comparatives have been re-presented to reflect the demerger of our Ice
Cream business.
NET DEBT
Net debt is a measure that provides valuable additional information on
the summary presentation of the Group’s net financial liabilities and is
a measure in common use elsewhere.
Net debt is defined as the excess of total financial liabilities, excluding
trade payables and other current liabilities, over cash, cash equivalents
and other current financial assets, excluding trade and other current
receivables, and non-current financial asset derivatives that relate to
financial liabilities. Net debt for 2024 is not re-presented and is based
on the reported balance sheet as at 31 December 2024.
The reconciliation of total financial liabilities to net debt is as follows:
€ million | 2025 | 2024 |
Total financial liabilities | (28,278) | (32,053) |
Current financial liabilities | (2,582) | (6,987) |
Non-current financial liabilities | (25,696) | (25,066) |
Cash and cash equivalents as per balance sheet | 3,941 | 6,136 |
Cash and cash equivalents as per cash flow statement | 3,870 | 5,950 |
Add: bank overdrafts deducted therein | 65 | 180 |
Less: cash and cash equivalents held for sale | 6 | 6 |
Other current financial assets | 1,121 | 1,330 |
Non-current financial assets derivatives that relate to financial liabilities | 140 | 68 |
Net debt | (23,076) | (24,519) |
44 | Unilever Annual Report on Form 20-F 2025 | Strategic Report |
OUR PERFORMANCE | ||
UNDERLYING EARNINGS BEFORE INTEREST, TAXATION, DEPRECIATION AND AMORTISATION (UEBITDA)
Underlying earnings before interest, taxation, depreciation and amortisation means operating profit before the impact of depreciation,
amortisation and non-underlying items within operating profit. We use UEBITDA in assessing our leverage level, which is expressed as net debt/
UEBITDA. UEBITDA for 2024 is presented on a continuing results basis and therefore will show a different leverage level compared to what has
been previously reported. The reconciliation of operating profit to UEBITDA is as follows:
€ million | 2025 | 2024(a) |
Net profit from continuing operations | 6,213 | 6,039 |
Net finance costs | 503 | 520 |
Net monetary loss arising from hyperinflationary economies | 68 | 201 |
Share of net profit of joint ventures and associates | (245) | (250) |
Other income/(loss) from non-current investments and associates | 17 | (13) |
Taxation | 2,481 | 2,332 |
Operating profit | 9,037 | 8,829 |
Depreciation and amortisation | 1,310 | 1,236 |
Earnings before interest, taxation, depreciation and amortisation (EBITDA) | 10,347 | 10,065 |
Non-underlying items within operating profit | 1,047 | 1,369 |
Underlying earnings before interest, taxation, depreciation and amortisation (UEBITDA) | 11,394 | 11,434 |
(a)2024 comparatives have been re-presented to reflect the demerger of our Ice Cream business.
FREE CASH FLOW
Free cash flow (FCF) is defined as cash flow from operating activities, less income taxes paid, net capital expenditure and net interest payments.
It does not represent residual cash flows entirely available for discretionary purposes; for example, the repayment of principal amounts borrowed
is not deducted from FCF. FCF reflects an additional way of viewing our liquidity that we believe is useful to investors because it represents cash
flows that could be used for distribution of dividends, repayment of debt or to fund our strategic initiatives, including acquisitions, if any.
The reconciliation of cash flow from operating activities to FCF is as follows:
€ million | 2025 | 2024(a) | 2023(a) |
Cash flow from operating activities | 10,772 | 10,913 | 10,326 |
Income tax paid | (2,720) | (2,452) | (1,933) |
Net capital expenditure | (1,465) | (1,599) | (1,420) |
Net interest payments | (666) | (559) | (528) |
Free cash flow | 5,921 | 6,304 | 6,445 |
Net cash flow (used in)/from investing activities | (2,394) | (423) | (1,411) |
Net cash flow (used in)/from financing activities | (9,884) | (6,829) | (7,084) |
(a)2024 and 2023 comparatives have been re-presented to reflect the demerger of our Ice Cream business.
CASH CONVERSION
Unilever defines cash conversion as free cash flow, excluding tax on disposal, as a proportion of net profit, excluding P&L on disposal and
income from joint ventures (JV), associates and non-current investments (NCI). This reflects our ability to convert profit to cash.
€ million | 2025 | 2024(a) |
Net profit from continuing operations | 6,213 | 6,039 |
Loss/(gain) on disposal of group companies | 36 | 229 |
Share of net profit of joint ventures and associates | (245) | (250) |
Other (income)/loss from non-current investments and associates | 17 | (13) |
Tax on gain on disposal of group companies | 239 | 140 |
Net profit excluding P&L on disposals, JV, associates, NCI | 6,260 | 6,145 |
Cash flow from operating activities | 10,772 | 10,913 |
Free cash flow | 5,921 | 6,304 |
Cash impact of tax on disposal | 328 | 111 |
Free cash flow excluding cash impact of tax on disposal | 6,249 | 6,415 |
Cash conversion from operating activities (%) | 173 | 181 |
Cash conversion (%) | 100 | 104 |
(a)2024 comparatives have been re-presented to reflect the demerger of our Ice Cream business.
Strategic Report | Unilever Annual Report on Form 20-F 2025 | 45 |
OUR PERFORMANCE | ||
UNDERLYING RETURN ON INVESTED CAPITAL
Underlying return on invested capital (ROIC) is a measure of the return generated on capital invested by the Group. The measure provides a
guide rail for long-term value creation and encourages compounding reinvestment within the business, as well as discipline around acquisitions
with low returns and long payback. Underlying ROIC is calculated as underlying operating profit after tax divided by the annual average of:
goodwill, intangible assets, property, plant and equipment, net assets held for sale, inventories, trade and other current receivables, and trade
payables and other current liabilities.
To present a comparable underlying ROIC for 2024, previously reported 2024 assets and liabilities have been re-presented to exclude those
relating to the Ice Cream business.
€ million | 2025 | 2024(c) |
Operating profit | 9,037 | 8,829 |
Tax on operating profit(a) | (2,657) | (2,534) |
Operating profit after tax | 6,380 | 6,295 |
Operating profit | 9,037 | 8,829 |
Non-underlying items within operating profit | 1,047 | 1,369 |
Underlying operating profit before tax | 10,084 | 10,198 |
Tax on underlying operating profit(b) | (2,592) | (2,645) |
Underlying operating profit after tax | 7,492 | 7,553 |
Goodwill | 17,709 | 22,311 |
Intangible assets | 17,055 | 18,590 |
Property, plant and equipment | 8,992 | 11,669 |
Net assets held for sale(d) | 93 | 119 |
Inventories | 4,043 | 5,177 |
Trade and other current receivables | 7,346 | 6,011 |
Trade payables and other current liabilities | (16,939) | (16,690) |
Period-end invested capital | 38,298 | 47,187 |
Adjustment to 2024 period end balance for Ice Cream demerger(e) | — | (6,481) |
Adjusted period end invested capital | 38,298 | 40,706 |
Average invested capital for the period(f) | 39,502 | 39,559 |
Return on invested capital (%) | 16.2 | 15.9 |
Underlying return on invested capital (%) | 19.0 | 19.1 |
(a)Tax on operating profit is calculated as operating profit before tax multiplied by the effective tax rate of 29.4% (2024: 28.7%), which is shown on page 43.
(b)Tax on underlying operating profit is calculated as underlying operating profit before tax multiplied by underlying effective tax rate of 25.7% (2024: 25.9%), which is shown on page 43.
(c)2024 comparatives have been re-presented to reflect the demerger of our Ice Cream business.
(d)2025 excludes €80 million relating to the India Ice Cream business, which is classified as a discontinued operation.
(e)The significant items adjusted are €3.6 billion of goodwill, €2.4 billion of property, plant and equipment, €0.8 billion of intangible assets and €0.3 billion of net working capital.
(f)In order to compute the average invested capital for 2024, we have adjusted the 2023 closing assets balance to also remove the Ice Cream assets and liabilities.
UNDERLYING RETURN ON ASSETS
Underlying return on assets is a measure of the return generated on assets for each Business Group. This measure provides additional insight
into the performance of the Business Groups and assists in formulating long-term strategies with respect to allocation of capital across Business
Groups. Business Group underlying return on assets is calculated as underlying operating profit after tax for the Business Group divided by the
annual average of: property, plant and equipment, net assets held for sale (excluding goodwill and intangibles), inventories, trade and other
current receivables, and trade payables and other current liabilities for each Business Group. The annual average is computed by adding the
amounts at the beginning and end of the calendar year and dividing by two. Where possible, balances are specifically attributed to each
Business Group. For trade and other current receivables, balances are allocated to Business Groups in the ratio of annual Business Group
turnover to total Unilever turnover. For trade and other payables, balances are allocated to Business Groups in the ratio of annual Business
Group cost of sales to total Unilever cost of sales.
46 | Unilever Annual Report on Form 20-F 2025 | Strategic Report |
OUR PERFORMANCE | ||
UNDERLYING RETURN ON ASSETS continued
€ million | Beauty & Wellbeing | Personal Care | Home Care | Foods | Total |
2025 | |||||
Operating profit | 2,077 | 2,700 | 1,512 | 2,748 | 9,037 |
Tax on operating profit | (611) | (794) | (444) | (808) | (2,657) |
Operating profit after tax | 1,466 | 1,906 | 1,068 | 1,940 | 6,380 |
Operating profit | 2,077 | 2,700 | 1,512 | 2,748 | 9,037 |
Non-underlying items within operating profit | (394) | (273) | (206) | (174) | (1,047) |
Underlying operating profit before tax | 2,471 | 2,973 | 1,718 | 2,922 | 10,084 |
Tax on underlying operating profit | (635) | (764) | (442) | (751) | (2,592) |
Underlying operating profit after tax | 1,836 | 2,209 | 1,276 | 2,171 | 7,492 |
Property, plant and equipment | 1,978 | 2,750 | 1,975 | 2,289 | 8,992 |
Net assets held for sale(a) | – | (7) | 16 | 11 | 20 |
Inventories | 1,150 | 1,173 | 717 | 1,003 | 4,043 |
Trade and other receivables | 1,869 | 1,914 | 1,682 | 1,881 | 7,346 |
Trade payables and other current liabilities | (4,349) | (4,270) | (4,127) | (4,193) | (16,939) |
Period-end assets (net) | 648 | 1,560 | 263 | 991 | 3,462 |
Average assets for the period (net) | 728 | 1,607 | 355 | 1,084 | 3,774 |
Return on assets (%) | 201 | 119 | 301 | 179 | 169 |
Underlying return on assets (%) | 252 | 137 | 359 | 200 | 199 |
(a)2025 excludes €80 million relating to the India Ice Cream business, which is classified as a discontinued operation.
€ million | Beauty & Wellbeing | Personal Care | Home Care | Foods | Ice Cream(b) | Total | |
2024 | |||||||
Operating profit | 1,970 | 2,739 | 1,521 | 2,599 | n/a | 8,829 | |
Tax on operating profit | (566) | (787) | (437) | (746) | n/a | (2,536) | |
Operating profit after tax | 1,404 | 1,952 | 1,084 | 1,853 | n/a | 6,293 | |
Operating profit | 1,970 | 2,739 | 1,521 | 2,599 | n/a | 8,829 | |
Non-underlying items within operating profit | (582) | (275) | (264) | (248) | n/a | (1,369) | |
Underlying operating profit before tax | 2,552 | 3,014 | 1,785 | 2,847 | n/a | 10,198 | |
Tax on underlying operating profit | (662) | (782) | (463) | (738) | n/a | (2,645) | |
Underlying operating profit after tax | 1,890 | 2,232 | 1,322 | 2,109 | n/a | 7,553 | |
Property, plant and equipment | 1,942 | 2,817 | 2,134 | 2,392 | 2,384 | 11,669 | |
Net assets held for sale | – | (7) | 19 | 13 | — | 25 | |
Inventories | 1,241 | 1,171 | 737 | 1,093 | 935 | 5,177 | |
Trade and other receivables | 1,344 | 1,391 | 1,262 | 1,364 | 650 | 6,011 | |
Trade payables and other current liabilities | (3,719) | (3,718) | (3,706) | (3,684) | (1,863) | (16,690) | |
Period-end assets (net) | 808 | 1,654 | 446 | 1,178 | 2,106 | 6,192 | |
Adjustment to 2024 period-end balance for Ice Cream demerger | (2,106) | (2,106) | |||||
Adjusted period-end assets (net) | 808 | 1,654 | 446 | 1,178 | — | 4,086 | |
Average assets for the period (net) | 767 | 1,354 | 386 | 951 | n/a | 3,458 | |
Return on assets (%) | 183 | 144 | 281 | 195 | n/a | 182 | |
Underlying return on assets (%) | 246 | 165 | 342 | 222 | n/a | 218 | |
(b)The 2024 Ice Cream figures are re-presented following the demerger – the 2024 operating profit numbers are not shown because they are presented as discontinued operations in 2025.
The balance sheet numbers are reallocated as a consequence of the demerger as set out above.
OTHER INFORMATION
Accounting standards and critical accounting policies
The consolidated financial statements have been prepared in accordance with IFRS as adopted by the UK and IFRS as issued by the
International Accounting Standards Board. The accounting policies are consistent with those applied in 2024 except for the recent accounting
developments as set out in note 1 on pages 133 to 135. The critical accounting estimates and judgements and those that are most significant in
connection with our financial reporting are set out in note 1 on pages 133 to 135.
Auditor’s report
The Report of the Independent Registered Public Accounting Firm issued by KPMG LLP on the consolidated results of the Group, as set out in the
financial statements, was unqualified and contained no exceptions or emphasis of matter. See pages 111 to 127 for more details.
2024 financial review
The financial review for the year ended 31 December 2024 can be found on pages 58 to 64 of our Annual Report and Accounts on Form 20-F
filed with the United States Securities and Exchange Commission on 13 March 2025.
Strategic Report | Unilever Annual Report on Form 20-F 2025 | 47 |
OUR PERFORMANCE | ||
Additional Non-Financial Disclosures
SECTION 172 STATEMENT
Under Section 172 of the UK Companies Act 2006 (‘Section 172’), directors must act in the way that they consider, in good faith, would be most
likely to promote the success of their company. In doing so, our Directors must have regard to stakeholders and the other matters set out in
Section 172. Our Section 172 statement includes the information set out on pages 60 to 61 of the Governance Report. This identifies our key
stakeholders, provides examples of how the business engaged with them during 2025, and includes details on how our Directors have taken
steps to understand the needs and priorities of these stakeholders when setting Unilever’s strategy and taking decisions concerning the business.
This may be by direct engagement or via their delegated committees and forums, and the relevance of each stakeholder group may vary depending
on the matter at hand. See the Review of the Year section on pages 6 to 30 for further details.
EMPLOYEES
Characteristics of the undertaking’s employees
Employee headcount by geography and type
All Unilever employees are categorised into the following types, applying the following definitions in the absence of national law or practice: |
■Permanent employee: A full-time or part-time employee who works for and is paid directly by Unilever without a set end date of employment. ■Temporary employee: An employee who works for and is paid directly by Unilever for a defined period, i.e. is on the payroll. This includes temporary and fixed- term workers, interns, apprentices, and seasonal or casual employees. ■Non-guaranteed hours employee: Those employed without a guarantee of a minimum or fixed number of working hours. Examples may include employees with zero-hour contracts and on-call employees. |
The total headcount per country is compared to the total headcount of Unilever employees to identify any countries of significant employment (>50 employees that represent more than 10% of headcount). |
Movements in headcount | 2025 |
1 January | 120,040 |
Hires and leavers | (4,682) |
Ice Cream | (19,266) |
31 December | 96,092 |
The tables below show the breakdown of Unilever’s employees by geography and type as at 31 December.
Employee headcount by geography | 2025 | 2024 |
Asia Pacific Africa | 49,891 | 58,026 |
The Americas | 29,315 | 37,304 |
Europe | 16,886 | 24,710 |
Total Headcount(a) | 96,092 | 120,040 |
(a)Please refer to note 4 of the Financial Statements on page 140 for equivalent headcount data.
Employee headcount by type | 2025 | 2024 |
Permanent | 93,731 | 115,964 |
Temporary | 2,359 | 3,902 |
Non-guaranteed hours | 2 | 174 |
Total Headcount | 96,092 | 120,040 |
Total employee turnover
Employee start and exit dates are based on employment dates. Temporary employees (those working for a defined period) are excluded as they have come to the end of their contract rather than leaving voluntarily or due to dismissal, retirement or death in service. Average headcount is calculated as the sum of weighted monthly headcount from December of the previous reporting period to December of the current reporting period, with the following weighting: ■January to November 2025: Weighting of 1 ■December 2024 and December 2025: Weighting of 0.5 Employee turnover rate is calculated as a percentage of Unilever employees who have left in the reporting period over the average headcount. |
Employee turnover | 2025 | 2024 |
Total turnover of employees in year (headcount) | 16,527 | 17,334 |
Rate of employee turnover (%) | 17.2% | 14.5% |
The increase in employee turnover, seen between 2024 and 2025, is primarily due to the impact of Unilever’s productivity programme.
48 | Unilever Annual Report on Form 20-F 2025 | Strategic Report |
OUR PERFORMANCE | ||
Collective bargaining coverage and social dialogue
Unilever does not have any EEA countries that meet the criteria of significant employment. Therefore we do not report (i) collective bargaining by region within the EEA, or (ii) in relation to social dialogue, the percentage of employees covered at the establishment level by workers’ representatives by country. |
Employees covered by collective bargaining agreements | 2025 | 2024 |
Total percentage of employees covered by collective bargaining agreements | 53.3% | 54.6% |
Percentage of Unilever employees covered by collective bargaining agreements by region
Number of non-EEA countries | |||
Collective bargaining coverage rate | 2025 | 2024 | Non-EEA Countries |
0-19% | 38 | 39 | Azerbaijan, Cambodia, Canada, China, Costa Rica, Dominican Republic, Ecuador, Egypt, El Salvador, Ethiopia, Guatemala, Honduras, Hong Kong, Jordan, Kazakhstan, Korea, Republic of, Laos, Lebanon, Malaysia, Myanmar, New Zealand, Nicaragua, Panama, Paraguay, Peru, Puerto Rico, Qatar, Saudi Arabia, Serbia, Singapore, Taiwan, Trinidad and Tobago, Uganda, Ukraine, United Arab Emirates, United States of America, Uruguay, Zimbabwe |
20-39% | 8 | 7 | Australia, Chile, Colombia, Ghana, Mexico, Philippines, Turkey, United Kingdom |
40-59% | 5 | 12 | Algeria, India, Pakistan, South Africa, Switzerland |
60-79% | 9 | 7 | Bangladesh, Bolivia, Israel, Kenya, Morocco, Nepal, Nigeria, Sri Lanka, Tunisia |
80-100% | 7 | 5 | Argentina, Brazil, Côte d’Ivoire, Indonesia, Japan, Thailand, Vietnam |
Governance Report | |||
50 | Governance Report Overview | ||
52 | Board of Directors | ||
54 | Unilever Leadership Executive (ULE) | ||
56 | Operation of the Board | ||
62 | Additional Information | ||
65 | Report of the Nominating and Corporate | ||
Governance Committee | |||
70 | Report of the Audit Committee | ||
75 | Report of the Corporate Responsibility Committee | ||
78 | Directors’ Remuneration Report | ||
50 | Unilever Annual Report on Form 20-F 2025 | Governance Report |
Governance
Report Overview
Our commitment to strong corporate
governance is the basis for our
leadership and values in changing
times and is a vital component of our
growth strategy. This Report provides
details of our governance structures,
our Board and Executive leadership,
and discusses key matters that arose
in the year.
Ian Meakins
Chair
INTRODUCTION AND UNILEVER’S STRUCTURE
The corporate governance statement for Unilever PLC (Unilever or the
Company) is set out here. The following pages outline our governance
structure, introduce the members of our Board, and highlight
the Unilever Leadership Executive (ULE). We discuss the Board’s
operations and key activities throughout the year as well as our
engagement with stakeholders. We also include the statutory
information required across the jurisdictions where Unilever is listed.
Unilever, incorporated in England and Wales in 1894, is the parent
company of the Unilever Group. Unilever’s shares are traded through
its Equity Shares (Commercial Companies) category listing on the
London Stock Exchange (ULVR) and its listing on the Amsterdam
Exchange Index on Euronext (UNA). Unilever’s shares are also traded
on the New York Stock Exchange (UL) in the form of American
Depositary Shares, with one American Depositary Share representing
one Unilever ordinary share. Unilever publishes financial information
on a quarterly basis and these reports are available at
www.unilever.com/investors. Details of the quarterly dividends for the
financial year ended 31 December 2025, and other shareholder
information, are included on pages 151 and 201. Unilever’s significant
subsidiaries are set out in note 27 on page 183, and Unilever’s
subsidiaries are detailed on pages 192 to 200, with branches also
listed on page 200.
The Board of Unilever has implemented standards of corporate governance and disclosure policies applicable to a UK incorporated company, with listings in London, New York and Amsterdam. | |
Application of the provisions of the 2024 UK Corporate Governance Code (the ‘Code’) | |
In respect of the year ended 31 December 2025, Unilever was subject to the Code (available at www.frc.org.uk). The Board is pleased to confirm that Unilever applied the principles and complied with all the provisions of the Code throughout 2025. Our Governance Framework, setting out the Board and Committee responsibilities, is on page 51. The leadership role of our Board and the ULE are explained in Operation of the Board on pages 56 and 57. The ways in which Unilever ensures compliance with the Code can be found as follows: |
Board leadership and Company purpose | page | |
Long-term value and sustainability | 72, 76-77 | |
Culture | 16, 59, 79 | |
Shareholder engagement | 58 | |
Stakeholder engagement and Principal Board Decisions | 60-61 | |
Conflicts of interest | 57 | |
Role of the Chair | 56 | |
Division of responsibilities | ||
Non-Executive Directors | 56-57 | |
Independence | 57 | |
Composition, succession and evaluation | ||
Appointments and succession planning | 66 | |
Skills, experience and knowledge | 68 | |
Length of service | 69 | |
Evaluation | 57 | |
Workforce engagement | 58 | |
Audit, risk and internal control | ||
Committee | 70 | |
Integrity of financial statements | 71 | |
Fair, balanced and understandable | 72 | |
Risk management and internal controls | 72-73 | |
External auditors | 73-74 | |
Principal and emerging risks | 72-73 | |
Remuneration | ||
Policies and practices | 78-108 | |
Link to strategy | 97 | |
Independent judgement and discretion | 79 | |
Unilever also complied with the Listing Standards of the New York Stock Exchange applicable to foreign private issuers. See page 64 for further information. |
Governance Report | Unilever Annual Report on Form 20-F 2025 | 51 |
GOVERNANCE REPORT OVERVIEW | ||
UNILEVER’S GOVERNANCE STRUCTURE
The Board has ultimate responsibility for the management, general
affairs, culture, direction, performance and long-term success
of Unilever. In particular, the Board has responsibility for the
development of strategy, material acquisitions and divestments, material
capital expenditure, the Company’s capital structure and other financing
matters. It should ensure that Unilever has the necessary resources,
policies and practices in place to meet its objectives and to measure
performance against them.
The Board discharges some of its responsibilities directly and others
through four principal Committees: the Nominating and Corporate
Governance Committee, the Audit Committee, the Corporate
Responsibility Committee and the Remuneration Committee. The
Board is also supported by two management
committees: the Disclosure Committee and the Global Code and Policy
Committee. A summary of each Committee’s remit is set out below,
with further details provided in the Governance of Unilever. The
Reports of each of the principal Committees are available on pages 65,
70, 75 and 78. The Report of the Audit Committee includes a
description of the risk management and internal control arrangements
for the Group. The Unilever Leadership Executive (ULE) supports the
CEO in his work, and members of the ULE attend Board meetings on
relevant items by invitation (see below and on page 56).
The formal powers of the Board are set out in the Articles of
Association of Unilever. The Articles of Association and the
Governance of Unilever are available at www.unilever.com/investors/
corporate-governance.
BOARD The Board’s primary role is to ensure the long-term success of Unilever | |||||||||||
Board Committees provide independent oversight and rigorous challenge | |||||||||||
Nominating and Corporate Governance Committee (NCGC) Reviews the composition of the Board and Committees and makes recommendations to the Board on suitable candidates for appointment to the Board and Committees. Assists the Board on Board and senior management succession planning, including appointments to the ULE, conflicts of interest and independence. | Audit Committee (AC) Monitors the integrity of Unilever’s financial statements and sustainability reporting. Ensures the effectiveness of the internal audit function, internal controls and risk management processes, and manages the relationship with the external auditor. | Corporate Responsibility Committee (CRC) Considers policies for Unilever’s conduct as a responsible and ethical global business. Reviews sustainability-related risks and reputational matters, and provides guidance and recommendations to the Board on sustainability and reputational matters. | Remuneration Committee (RC) Determines the remuneration framework/policy for the Executive Directors and the ULE. Considers alignment with regulation, market practice and principles of good governance, and ensures remuneration is linked to corporate and individual performance. Reviews remuneration- related workforce policies and practices. | ||||||||
CEO & ULE The CEO, supported by the ULE, is responsible for ensuring delivery of the Group’s strategy, business plans and financial performance. | |||||||||||
Disclosure Committee Responsible for overseeing the accuracy, materiality and timeliness of disclosure of financial, non-financial and other public announcements. Also evaluates and oversees the adequacy of Unilever’s disclosure controls and procedures. | Global Code and Policy Committee Responsible for ensuring that all Unilever employees, as well as third parties working with or on behalf of Unilever, do so in compliance with the requirements of Unilever’s Code of Business Principles. | ||||||||||
Unilever PLC’s Articles of Association, its principal constitutional document, were adopted on 21 October 2025. The Articles may only be amended by a special resolution of shareholders. | The Governance of Unilever, dated 1 January 2026, sets out a comprehensive summary of how the Board operates and the terms of reference for the Committees. The Governance of Unilever is reviewed and updated regularly by Board resolution. | |
52 | Unilever Annual Report on Form 20-F 2025 | Governance Report |
Board of Directors
The Board has ultimate responsibility for the management, general affairs,
culture, direction, performance and long-term success of Unilever.
 | Ian Meakins Chair and Non-Executive Director Nationality British Age 69 Appointed 1 September 2023 Appointed Chair 1 December 2023 Chair of NCGC Current external appointments Compass Group plc (Chair). Previous experience Rexel SA (Chair); Ferguson plc (CEO); Travelex Holdings Ltd (CEO); Alliance UniChem (CEO). |  | Fernando Fernandez Chief Executive Officer Nationality Argentinian Age 59 Appointed 1 January 2024 Appointed CEO 1 March 2025 Current external appointments None. Previous experience Unilever PLC (CFO); Beauty & Wellbeing (President); Latin America (EVP); Brazil (EVP); Philippines (SVP); Global Hair Care (SVP). | |||
 | Srinivas Phatak Chief Financial Officer Nationality Indian Age 54 Appointed CFO 16 September 2025 Current external appointments Coats Group plc (NED). Previous experience Unilever PLC (Acting CFO); Unilever PLC (Deputy CFO and Group Controller); Hindustan Unilever Ltd (CFO); VP Finance Supply Chain Americas; UniOps (Head of Financial Services). |  | Adrian Hennah Non-Executive Director Nationality British Age 68 Appointed November 2021 Chair of AC and member of NCGC Current external appointments J Sainsbury plc (NED); Oxford Nanopore Technologies plc (NED); Council of Imperial College, London (Independent Member of Council). Previous experience Reckitt Benckiser Group plc (Executive Director & CFO); RELX plc (NED). | |||
 | Susan Kilsby Vice Chair/Senior Independent Director Nationality American/British Age 66 Appointed August 2019 Chair of RC and member of AC Current external appointments COFRA Holding AG (NED); Fortune Brands Innovations (Chair); Diageo plc (SID); UK Takeover Panel. Previous experience NHS England (NED); BBA Aviation (SID); BHP plc (SID); L’Occitane International (NED); Keurig Green Mountain (NED); Coca-Cola HBC AG (NED); Goldman Sachs International (NED); Shire plc (Chair); Credit Suisse, Mergers & Acquisitions, EMEA (Chair). | |||||
Governance Report | Unilever Annual Report on Form 20-F 2025 | 53 |
BOARD OF DIRECTORS | ||
 | Ruby Lu Non-Executive Director Nationality Chinese Age 55 Appointed November 2021 Member of AC and CRC Current external appointments Yum China Holdings, Inc. (NED); Volvo Car AB (Board member); Kuaishou Technology (NED). Previous experience iKang Healthcare Group (NED); BlueCity Holdings Limited (NED); UniChem (CEO). |  | Judith McKenna Non-Executive Director Nationality American/British Age 59 Appointed March 2024 Chair of CRC and member of RC Current external appointments Delta Air Lines, Inc. (NED). Previous experience Walmart International (President & CEO); Walmart US (EVP & COO); Walmex (Chair); Flipkart (Director & Compensation Committee Chair); PhonePe (Director & Compensation Committee Chair). | |||
 | Nelson Peltz Non-Executive Director Nationality American Age 83 Appointed July 2022 Member of RC Current external appointments Madison Square Garden Sports Corp. (NED); Trian Fund Management L.P. (CEO & Founding Partner). Previous experience The Wendy’s Company (Non- Executive Chair); Legg Mason, Inc. (NED); Janus Henderson Group plc (NED); Invesco Ltd (NED); The Procter & Gamble Company (NED); Sysco Corporation (NED); Ingersoll Rand plc (NED); H.J. Heinz Company (NED); Triarc Companies, Inc. (CEO & Chair). |  | Benoît Potier Non-Executive Director Nationality French Age 68 Appointed January 2025 Member of AC and CRC Current external appointments Air Liquide (Chair of the Board); Siemens AG (NED, Supervisory Board). Previous experience Air Liquide (CEO); Danone (NED); Michelin (NED). | |||
 | Zoe Yujnovich Non-Executive Director Nationality Australian/British Age 51 Appointed March 2025 Member of NCGC and CRC Current external appointments National Grid plc (CEO). Previous experience Shell plc (Integrated Gas and Upstream Director); Rio Tinto (President & CEO of the Iron Ore Company of Canada). | Appointment to the Board On 7 October 2025, we announced that Belén Garijo López would be appointed to the Board. Please see page 65 for further details. Key NCGC is the Nominating and Corporate Governance Committee AC is the Audit Committee RC is the Remuneration Committee CRC is the Corporate Responsibility Committee NED is Non-Executive Director | ||||
54 | Unilever Annual Report on Form 20-F 2025 | Governance Report |
Unilever Leadership Executive (ULE)
The ULE is responsible for execution of strategy and day-to-day
management of Unilever. The ULE comprises:
| Fernando Fernandez Chief Executive Officer Nationality Argentinian Age 59 Joined ULE April 2022 Joined Unilever 1988 Appointed CFO 1 January 2024 Appointed CEO 1 March 2025 Current external appointments None. Previous experience Unilever PLC (CFO); Beauty & Wellbeing (President); Latin America (EVP); Brazil (EVP); Philippines (SVP); Global Hair Care (SVP). | |
 | Eduardo Campanella Business Group President, Home Care Nationality Brazilian Age 45 Joined ULE January 2024 Joined Unilever 2003 Current external appointments None. Previous experience Home Care (Chief Marketing Officer); Home Care Latin America & Brazil (VP); Personal Care (VP and Digital Champion Mexico & Caribbean); Personal Care (Marketing Director and Digital Champion Brazil); Ice Cream (Regional Marketing Director); Hair Care (Marketing Manager); Spreads (Regional Marketing Manager). | |
 | Fabian Garcia Business Group President, Personal Care Nationality American Age 66 Joined ULE January 2020 Joined Unilever 2020 Current external appointments Wells Fargo Corporation (Board member); Council on Foreign Relations in the US (Member). Previous experience Unilever North America (President); Revlon (President & CEO); Colgate- Palmolive (COO, President of Asia/ Pacific Division, EVP Latin America); P&G (President of Asia Pacific Fragrance & Beauty Category, General Manager of Taiwan, General Manager of Max Factor, Japan); Kimberly-Clark Corporation (NED); Arrow Electronics (NED). |
| Srinivas Phatak Chief Financial Officer Nationality Indian Age 54 Joined ULE September 2025 Joined Unilever 1999 Appointed CFO 16 September 2025 Current external appointments Coats Group plc (NED). Previous experience Unilever PLC (Acting CFO); Unilever (Deputy CFO and Group Controller); Hindustan Unilever Ltd (CFO); VP Finance Supply Chain Americas; UniOps (Head of Financial Services). | |
 | Reginaldo Ecclissato President, 1 Unilever Markets Nationality Brazilian/Italian Age 57 Joined ULE January 2022 Joined Unilever 1991 Current external appointments The Magnum Ice Cream Company (NED); Unilever Fima, Lda. (Board member); Gallo Worldwide, Lda. (Board member). Previous experience IDH (Supervisory Board Member); Unilever (Chief Business Operations & Supply Chain Officer); Mexico, Caribbean & Central America (EVP); North America & Latin America (EVP Supply Chain); Home Care for the Americas (VP Supply Chain). | |
 | Prakash Kakkad Chief Legal Officer & Group Company Secretary Nationality British Age 39 Joined ULE March 2026 Joined Unilever 2023 Current external appointments Pre-Emption Group Independent Member (Financial Reporting Council), Non-Council Member – Company Law Committee (The Law Society). Previous experience Unilever (General Counsel, Corporate and Deputy Group Secretary); BHP Group (Head of Group Governance, Global); Barclays plc (VP, Corporate Legal); Herbert Smith Freehills Kramer (Senior Associate, Corporate). |
Governance Report | Unilever Annual Report on Form 20-F 2025 | 55 |
UNILEVER LEADERSHIP EXECUTIVE (ULE) | ||
 | Priya Nair CEO & Managing Director, Hindustan Unilever Limited Nationality Indian Age 53 Joined ULE January 2024 Joined Unilever 1995 Current external appointments None. Previous experience Business Group President, Beauty & Wellbeing; Unilever Beauty & Wellbeing (Global CMO); Beauty & Personal Care (EVP South Asia); Home Care (Director & CCVP South Asia). | |
 | Heiko Schipper Business Group President, Foods Nationality Dutch Age 56 Joined ULE May 2024 Joined Unilever 2024 Current external appointments None. Previous experience Bayer (Member of Board of Management & President, Consumer Health Division); Nestlé (Member of Group Executive Board & CEO Nestlé Nutrition). | |
 | Willem Uijen Chief Supply Chain and Operations Officer Nationality Dutch Age 50 Joined ULE January 2025 Joined Unilever 1999 Current external appointments IDH (Member of the Supervisory Board); Zero 100 (Member of the Advisory Board). Previous experience Unilever (Chief Procurement Officer); Hindustan Unilever (Executive Director of Supply Chain); South Asia, South East Asia & Australasia (Head of Supply Chain); Home Care (VP Supply Chain); Home Care, Latin America (VP Supply Chain); Mexico & Caribbean (VP Supply Chain). |
 | Mairéad Nayager Chief People Officer Nationality Irish Age 51 Joined ULE June 2024 Joined Unilever 2024 Current external appointments None. Previous experience Haleon plc (Chief HR Officer); Diageo plc (Chief HR Officer). | |
 | Richard Slater Chief R&D Officer Nationality British Age 48 Joined ULE April 2019 Joined Unilever 2019 Current external appointments Future Origins, Inc. (NED); Prime Minister's Council for Science & Technology (Member); Leverhulme Trust (Board member). Previous experience GSK plc (Head of R&D, Consumer Healthcare, now Haleon plc); Reckitt Benckiser Group plc (Head of R&D, Health, Personal Care and Wellbeing); Reckitt Benckiser Group plc (senior R&D roles across Health, Personal Care and Home Care); The Boots Company plc (various R&D and Supply roles). | |
Beauty & Wellbeing Business Group Following the appointment of Priya Nair as Chief Executive Officer & Managing Director of Hindustan Unilever Limited, oversight of the Beauty & Wellbeing Business Group has been led by Fernando Fernandez. Changes since 2025 year-end Esi Eggleston Bracey left her role as Chief Growth and Marketing Officer of Unilever on 31 January 2026. Leandro Barreto has been appointed as Chief Marketing Officer, Unilever, and Beauty & Wellbeing. He is not a member of the Unilever Leadership Executive. Maria Varsellona left her role as Chief Legal Officer and Group Secretary of Unilever on 28 February 2026. Prakash Kakkad was appointed Chief Legal Officer and Group Company Secretary and a member of the Unilever Leadership Executive with effect from 1 March 2026. | ||
56 | Unilever Annual Report on Form 20-F 2025 | Governance Report |
Operation of the Board
ROLE OF THE CHAIR
The Chair leads the Board and is responsible for its overall
effectiveness in directing the Unilever Group. The Chair sets the
Board’s agenda, ensures the Directors receive accurate, timely and
clear information, promotes and facilitates constructive relationships
and effective contribution of all the Executive and Non-Executive
Directors, and fosters a culture of openness and debate.
BOARD AND COMMITTEE MEETINGS
There were six scheduled Board meetings in 2025. The meetings were
held in the UK or virtually.
When there is a Board meeting, the Non-Executive Directors usually
also meet without the Executive Directors present. The Chair, or in his
absence, the Senior Independent Director (SID), chairs such meetings.
The Group Company Secretary supports the Board to ensure it has the
policies, processes, information, time and resources to function
effectively and efficiently.
Attendance during the year at each of the Committee meetings is set
out below. Further information is provided in the relevant Committee
reports.
RELATIONSHIP WITH UNILEVER LEADERSHIP
EXECUTIVE
The Board delegates day-to-day management of Unilever to the Chief
Executive Officer. The Chief Executive Officer leads the Unilever
Leadership Executive (ULE) in carrying out the strategy determined by
the Board. The roles of the ULE members are set out on pages 54 and
55. The ULE meets regularly to discuss all aspects of the business,
including strategy, the allocation of resources, investment, M&A
opportunities, culture, financial performance and non-financial
performance. Members of the ULE are regularly required to attend
Board meetings to update the Board on performance and other
matters. There is an annual Board meeting to discuss strategy and
there are regular updates at Board meetings between these times.
The Board has also delegated certain finance matters to both the Chief
Executive Officer and the Chief Financial Officer in order to facilitate
the efficient conduct of such matters.
BOARD AND COMMITTEE ATTENDANCE
Position | Board | NCGC | AC | CRC | RC |
Chair | |||||
Ian Meakins | 6/6 | 5/5 | – | – | 5/5 |
Non-Executive Directors | |||||
Adrian Hennah | 6/6 | 5/5 | 9/9 | – | – |
Susan Kilsby | 6/6 | – | 9/9 | 3/3 | 2/2 |
Ruby Lu | 6/6 | – | 9/9 | 5/5 | – |
Judith McKenna | 5/6 | – | – | 4/5 | 5/5 |
Nelson Peltz | 5/6 | – | – | – | 5/5 |
Benoît Potier1 | 6/6 | – | 8/9 | 4/5 | – |
Zoe Yujnovich2 | 5/5 | 4/4 | – | 4/4 | – |
Executive Directors | |||||
Fernando Fernandez | 6/6 | – | – | – | – |
Srinivas Phatak3 | 2/2 | – | – | – | – |
Former Directors | |||||
Andrea Jung4 | 2/2 | 2/3 | – | – | 3/3 |
Hein Schumacher5 | 1/1 | – | – | – | – |
1.Joined the Board as a Non-Executive Director on 1 January 2025 and was appointed to the AC and the CRC. 2.Joined the Board as a Non-Executive Director on 1 March 2025 and was appointed to the NCGC and CRC. 3.Appointed as CFO on 16 September 2025. 4.Stepped down as a Non-Executive Director on 30 April 2025. 5.Stepped down as a Director on 1 March 2025. | |||||
NON-EXECUTIVE DIRECTORS’ ROLE
The Non-Executive Directors exercise objective judgement in respect
of Board decisions, providing scrutiny and challenge to hold
management to account. Non-Executive Directors offer strategic
guidance and specialist advice based on the breadth of experience
and knowledge they bring to the Board.
Non-Executive Directors are required to have sufficient time available
to discharge their responsibilities effectively and to continuously
develop their knowledge of the business. Their role incorporates the
review of information in advance of Board meetings to ensure that
thorough preparation for, and debate at, Board meetings is possible.
On appointment, the Non-Executive Directors complete an induction
process, which includes meetings with the ULE, senior members of
management, advisers, and the internal and external auditors. These
include understanding key risk areas in the business and providing
insight into the culture of the organisation.
Non-Executive Directors have full access to senior management and
take opportunities to meet them on a regular basis. There is also
an opportunity to visit Unilever’s operations in person, which gives
Non-Executive Directors the ability to meet members of the workforce
from different levels of the organisation. This is regularly supplemented
throughout each year with ongoing updates and information on key
matters relating to the business, including governance, sustainability,
risk management and regulatory issues, as well as updates on the
business itself. In 2025, the Board considered presentations on
developments in relation to safety, R&D, cyber security and human
rights.
All Directors are expected to attend each Board meeting and each
Committee meeting of which they are members, unless there are
exceptional reasons preventing them from participating. Only members
of the Committees are entitled to attend Committee meetings, but
others may attend at the Committee Chair’s discretion. Executive
Directors attend Committee meetings by invitation only.
Governance Report | Unilever Annual Report on Form 20-F 2025 | 57 |
OPERATION OF THE BOARD | ||
If Directors are unable to attend a Board or Committee meeting, they
have the opportunity beforehand to discuss any agenda items with the
Chair or the relevant Committee Chair.
BOARD APPOINTMENT
The report of the Nominating and Corporate Governance Committee
on pages 65 to 69 describes the work of the Committee, including in
relation to Board appointments and recommendations for re-election.
The procedure for the nomination and appointment of Directors is also
contained within the document entitled ‘Appointment procedure for
PLC Directors’, which is available on our website at unilever.com.
Directors may be appointed by a simple majority vote of shareholders
at a general meeting, or on an interim basis by the Board (in which
case they will offer themselves for election at the next AGM).
COMPOSITION, BALANCE AND INDEPENDENCE
OF THE BOARD
As at 31 December 2025, the Unilever Board comprised ten Directors:
the Chair, two Executive Directors and seven independent Non-
Executive Directors.
The balance of Directors on the Board ensures that no individual
or small group of Directors can dominate the decision-making process.
The biographies on pages 52 and 53, and the table on page 68 in the
Nominating and Corporate Governance Committee Report,
demonstrate a Board with a broad range of sector experience, skills
and knowledge. All Non-Executive Directors are considered to have
the appropriate skills, knowledge, experience and character to bring
objective and constructive judgement and valuable insights to the
Board’s deliberations.
The Chair carries out an annual review of the performance of
the Directors, which is facilitated externally every three years. This is
in addition to a thorough review of the Non-Executive Directors’ and their
related or connected persons’ relevant relationships in line with best
practice guidelines in the UK
and US.
The Board has determined that all the Non-Executive Directors were
independent in accordance with the applicable corporate governance
requirements during the period covered by this report.
The Chair was considered to be independent on appointment and is
committed to ensuring that the Board continues to comprise a majority
of independent Non-Executive Directors.
BOARD SUSTAINABILITY PROCESSES AND SKILLS
Sustainability is important for our consumers and our wider stakeholder
base, including suppliers, customers and employees. The Board and
the Unilever Leadership Executive provide leadership on sustainability
as part of the Company’s strategic focus. All Directors are engaged in
sustainability matters.
The areas considered by the Board in 2025 are set out in the
Stakeholder Engagement section on pages 60 and 61.
The governance of sustainability, covering social, human rights,
business conduct and environmental matters, is detailed in
the Sustainability Statement and this Governance Report.
The Corporate Responsibility Committee, under the Board’s
governance, primarily handles these issues. The Chief Corporate
Affairs and Communications Officer attends all Corporate
Responsibility Committee meetings, ensuring external expertise is
included as needed. The Committee Chair ensures that the Board
receives relevant information in the form of briefing materials and
access to external expertise, in particular when specific matters are
under consideration for Board approval. The Chair reports the
Committee’s considerations to the Board, which are then discussed in
Board meetings.
The Chief Corporate Affairs and Communications Officer reports to the
CEO on all sustainability matters relating to our four priority areas:
climate, nature, plastics and livelihoods. The Chief Supply Chain and
Operations Officer, who is responsible for key social and environmental
issues within Unilever’s Supply Chain, reports to the CFO. This
ensures that both executive directors are closely involved in assessing
the impacts, risks and opportunities related to social and sustainability
matters.
The CEO and CFO have a wide range of knowledge and skills
on sustainability topics from previous leadership roles.
The Non-Executive Directors bring significant experience in social and
sustainability issues from various industries, including retail, energy,
technology, financial, and other industrial sectors. The recruitment of
new Non-Executive Directors focuses on their skills and experience as
set out in the matrix on page 68, which encompasses sustainability to
ensure a diverse range of views.
CONFLICTS OF INTEREST
Directors have a statutory duty to avoid actual or potential conflicts of
interest. Under Articles 88 to 92 of the Articles of Association of the
Company, there are procedures in place to identify and, if applicable,
authorise any conflicts of interest. Unless authorised by the Board,
together with compliance with any restrictions that have been required
of such a Director, a Director may not take part in the decision-taking
process of the Board in respect of any situation in which he or she has
a conflict of interest.
The interests of new Directors are reviewed during the recruitment
process and authorised (if appropriate) by the Board at the time of their
appointment. Directors have a continuing duty to update the Board on
any changes to their external appointments, which are also reviewed by
the Board on a regular basis.
Unilever recognises that the Executive Directors acting as directors of
other companies is beneficial from a personal development
perspective and, therefore, also beneficial to the Group. The number of
external directorships of listed companies is generally limited to one
per Executive Director to reduce the risk of excessive commitment,
and prior approval is required from the Chair.
BOARD EVALUATION
Each year, the Board formally assesses its own performance, including
with respect to its composition and how effectively its members work
together to achieve objectives. In 2025, an external evaluation of the
effectiveness of the Board and its Committees was conducted by the
consultancy firm No 4. There is no other connection between No 4
and Unilever PLC or any of the Directors of Unilever PLC.
The evaluation was informed by independent feedback from each of the
Directors, as well as observation through No 4’s attendance at a Board
meeting in October 2025. The effectiveness of the Board and each
Committee, including their key strengths and areas for development,
were assessed. The overall findings for the Board were positive, with a
strong level of satisfaction reported among Board members. The
resulting priorities for future focus, compiled by No 4, have been
communicated to the Board.
The outcomes of such evaluations are taken into consideration when
assessing Directors for proposed re-election, as well as in relation to
Board composition.
The outcome of the evaluation of the Board’s Committees is referred to
in each Committee Report.
58 | Unilever Annual Report on Form 20-F 2025 | Governance Report |
OPERATION OF THE BOARD | ||
WORKFORCE ENGAGEMENT
The Board believes that taking into account feedback from
the workforce widens the range of its views when making business
decisions. Given Unilever’s global footprint and scope of operations,
the Board believes that the most effective way of organising its
engagement with employees is to share the responsibility among all
Non-Executive Directors. This enables all Directors to participate and
provides employees with access to a broad range of Board members.
Unilever’s Workforce Engagement Policy provides for workforce
engagement in a variety of ways, both face-to-face and virtually,
through sessions with Non-Executive Directors, engaging with
employee representatives, site visits, and employee surveys such as
UniVoice (see below for further information). These engagement
activities cover the entire workforce demographic in terms of
geography, Business Groups, length of service, work level/seniority,
and both supply chain and office staff.
In 2025, the Non-Executive Directors participated in four workforce
engagement events held virtually. A wide range of topics was
discussed, including those that are personal to the workforce and
those of a more business and strategic nature. Topics included: reward
and executive pay, safety, cultural transformation, and the Beauty &
Wellbeing business.
Employee survey results from 2025 showed that engagement
improved further, remaining over industry benchmarks. However,
challenges were identified in relation to employees being able to
manage competing business priorities in the most effective way and,
within a complex organisation, the efficiency of some processes could
be improved. In 2026, the ULE will implement a top-down programme
to address these issues and assist employees to maximise the use of
their time.
The Board evaluates the effectiveness of workforce engagement on an
annual basis, and feedback is also sought from employees who take
part in workforce engagement sessions, thereby creating a feedback
loop between the Board and employees.
There were no representatives of Unilever’s employees or other
workers serving on the Board or the ULE.
SHAREHOLDER ENGAGEMENT
The Board values open and meaningful discussions with our
shareholders on all matters.
The CFO has lead responsibility for shareholder engagement, with
active involvement from the CEO and supported by the Investor
Relations department.
The CEO and CFO regularly meet with investors. In 2025, the
CEO and CFO held roadshows after Unilever’s quarterly, half-year and
full-year results, with meetings across the US, the UK, several other
European countries and Asia. In addition, the CEO and CFO attended
a number of investor conferences in the UK, the US and France, which
included meetings and discussions with over 100 investors and
counterparties.
Additionally, the Chair met with the majority of our top 50 shareholders in
February and March regarding the announcement on 25 February 2025
to appoint Fernando Fernandez as CEO.
The Board receives regular briefings on investor reactions to Unilever’s
quarterly, half-year and full-year results announcements, and on any
issues raised by shareholders that are relevant to their responsibilities. We
maintain a frequent dialogue with our principal institutional shareholders
and regularly collect feedback.
Private shareholders are encouraged to give feedback via
shareholder.services@unilever.com. Our shareholders are
also welcome to raise any issues directly with the Chair or the SID.
The Chair, the Executive Directors and other Directors are available to
answer questions from the shareholders at the AGM each year.
GENERAL MEETINGS
At the AGM, the Chair and the CEO give their thoughts on governance
aspects of the preceding year and on the Group’s strategy, together with a
review of the performance of the Group over the last year.
General meetings are called by notice in writing to shareholders.
Where shareholders hold shares through a nominee, the notice
is provided to them by the nominee. ADS holders receive notice
through Deutsche Bank, the Company’s US listing agent. The AGM is
called on no less than 21 clear days’ notice and general meetings are
called on no less than 14 clear days’ notice. All shareholders are
entitled to attend general meetings of the Company, subject to
compliance with any reasonable safety and security precautions which
may be put in place, and (where shareholders hold through a nominee)
the correct appointment documentation. Details of how to appoint a
proxy and how to vote by proxy are included in the notice of meeting.
At the 2025 AGM, all resolutions were put to a poll. With the exception
of the vote on the Directors’ Remuneration Report, all resolutions were
passed with in excess of 80% of votes cast in favour. With respect to
the Directors’ Remuneration Report, 72.29% of votes were cast in
favour of Resolution 2 to receive and adopt the Directors’
Remuneration Report. As required by the UK Corporate Governance
Code, Unilever published a statement on 30 October 2025 in relation
to this vote.
Following the AGM, we contacted our largest shareholders,
representing 46.3% of the share register, as well as other shareholders
that voted against the Directors’ Remuneration Report and several
proxy agencies. In total, 22 meetings were held to gain insight into
shareholder views and concerns regarding Directors’ remuneration.
Shareholders who opposed the Directors’ Remuneration Report at the
2025 AGM consistently cited two key concerns. Firstly, the
disapplication of time pro-ration on three outstanding long-term
incentive awards for the former CEO, Alan Jope, and the former CFO,
Graeme Pitkethly, who retired from Unilever PLC in 2022 and 2023
respectively. Secondly, the approach taken to setting fixed pay for
Fernando Fernandez on his appointment as CEO.
The Board acknowledges that the disapplication of time pro-ration on
three awards for the former CEO and former CFO were exceptional
decisions taken in order to mitigate the impact of disruption to the
business at a time of significant change and uncertainty. Unilever has
publicly confirmed that it will apply time pro-ration to outstanding
awards for future Director exits, in accordance with market practice
and the remuneration policy. This was demonstrated by the treatment
of outstanding long-term incentive awards for the former CEO, Hein
Schumacher, where time pro-ration was applied to all unvested awards
when Hein left Unilever in March 2025. In dialogue with shareholders
and proxies, it has been understood and recognised that the
non-pro-ration of awards to former Directors is a legacy decision and
not an ongoing issue.
On the approach to setting pay on appointment, it is understood that
some shareholders prefer to see phased progression over time as
opposed to a more significant salary uplift from the outset. The Board
took this feedback into account when determining fixed pay for Srinivas
Phatak on his appointment as CFO in September 2025. His salary has
been set at a lower level than the previous CFO’s salary. Unilever
intends to gradually move pay to the appropriate position relative to the
market over the next two to three years, subject to performance and
the wider external and internal context.
Unilever will continue to meet with shareholders regularly on
remuneration-related matters.
Governance Report | Unilever Annual Report on Form 20-F 2025 | 59 |
OPERATION OF THE BOARD | ||
BOARD FOCUS
During the year, the Board considered a comprehensive programme of
regular matters drawn from the schedule of matters reserved for the
Board and the immediate and prospective operating environment.
The Board also conducted a two-day Strategy Review exercise
in October 2025, including presentations and engagement sessions
with ULE members and other senior management. This focused in
particular on:
■the macro environment and opportunities for growth;
■the continued development of Unilever’s go-to-market operations in
key markets;
■Unilever’s financial growth model and delivery (see page 4 for more
information); and
■a review of Desire at Scale in respect of each of our four Business
Groups (see also pages 2 to 4 for Unilever’s strategy).
In addition to the Board’s principal decisions in 2025, considered
on pages 60 and 61, the list of matters set out below is indicative of the
oversight provided by the Board:
Strategy and business plan
■approved the demerger of The Magnum Ice Cream Company;
■approved the cancellation of treasury shares;
■approved the consolidation (or the subdivision and consolidation) of
ordinary shares in Unilever in connection with the demerger of The
Magnum Ice Cream Company;
■approved the acquisition of the Dr. Squatch premium personal care
brand;
■reviewed Unilever’s strategy at Business Group level; and
■reviewed the R&D strategy, including the Group’s innovation
pipeline.
Operational performance and financial management
■regularly reviewed Unilever Group operational and financial
performance and delivery against strategic objectives, business
plans (including budget and forecast), financial and non-financial
KPIs, and against analysts’ consensus and market guidance;
■considered and approved quarterly dividends;
■approved a share buyback in 2025 totalling €1.5 billion; and
■considered and approved the issuance of new shares to be used to
settle the vesting of share awards granted to employees under
various employee share plans.
Governance and external reporting
■considered feedback from the Audit Committee in relation to
significant judgements, the fair, balanced and understandable
assessment, going concern basis of preparation, the viability
statement, and the reporting of non-financial KPIs with respect
to sustainability reporting;
■approved each of the quarterly results and the Annual Report and
Accounts and Form 20-F;
■approved the notice of meeting for the AGM;
■oversaw consultation and communication with shareholders
on executive pay; and
■considered the work of the Nominating and Corporate Governance
Committee on Board composition and approved the appointments of
directors (see also page 66).
Culture and stakeholders
■reviewed the 2025 workforce engagement programme covering both
employees and employee representatives, and considered feedback
from the sessions; and
■regularly reviewed investor feedback reports and analysts’ reports.
Sustainability
■reviewed the sustainability strategy and performance, including
regulatory developments in sustainability reporting requirements.
Political and regulatory environment
■received updates on emerging legislation and regulation.
Risk and internal controls
■considered feedback from the Audit Committee on its assessment of
the ongoing effectiveness of the Group’s internal controls; and
■reviewed findings from the assessment of the Group’s register of
principal risks and focus risks and approved the related risk
management plans.
60 | Unilever Annual Report on Form 20-F 2025 | Governance Report |
OPERATION OF THE BOARD | ||
Stakeholder engagement and Principal Board Decisions
SECTION 172: COMPANY AND BOARD ENGAGEMENT WITH STAKEHOLDERS
The information set out below explains how the Board and the wider Company consider and engage with stakeholders. This forms our Section
172 statement under the UK Companies Act 2006. Unilever at a glance on page 3 details the six stakeholder groups we have identified as critical
to our future success: shareholders, our people, consumers, customers, suppliers & business partners, and planet & society. Throughout the
Strategic Report, we have provided examples of how we engage with, and create value for, our stakeholders. Where relevant, the principle
decisions of the Board are also set out below, and the Directors confirm that the deliberations of the Board incorporated appropriate
consideration of the matters detailed in Section 172 of the Companies Act 2006.
Unilever stakeholders | How Unilever engages with stakeholders | How the Board interacts on stakeholder issues |
Shareholders We aim to deliver top-third total shareholder return with market-making SASSY brands. See pages 58 and 81 | ■Quarterly results broadcasts. ■Conference presentations. ■Meetings and calls about aspects of business performance, consumer trends and sustainability issues. ■Senior leaders and our Board speak directly to shareholders on a broad range of issues. For example, in 2025, we discussed our Directors’ Remuneration Report for 2024 and our proposed new Directors’ Remuneration Policy with investors. | ■AGM. ■Meetings with shareholders on performance and key issues. ■The Board approve all quarterly results announcements and dividends. ■Unilever Investor Relations provide analysts’ reports and investor feedback to the Board. |
2025 Board engagement The Board considered all aspects of the demerger of The Magnum Ice Cream Company (TMICC) and provided approval for the demerger. The demerger was considered to be in the best interests of shareholders and completed on 6 December 2025. The Board also considered and approved the appointments of the Chair and Chief Executive Officer on the board of directors of TMICC. Further details of the demerger are provided on pages 12 and 13. The Board, working closely with the Nominating and Corporate Governance Committee, approved the appointments of the new Chief Executive Officer who was appointed with effect from 1 March 2025 and the new Chief Financial Officer who was appointed on 16 September 2025. Further details are given in the report of the Nominating and Corporate Governance Committee. The Board also considered the vote in relation to the Directors’ Remuneration Report at the 2025 Annual General Meeting, which had a 72% vote in favour. Further details are on page 58 of this Governance Report. In addition, the Board considered the new Directors’ Remuneration Policy, which is being put to shareholders for approval at the 2026 Annual General Meeting. Investor feedback was sought and considered in relation to the new Directors’ Remuneration Policy. | ||
Our People 96,000 talented people give their skills and time in Unilever offices, factories and R&D laboratories. See page 16 | ■Through our UniVoice survey, we engaged with around 73,000 office- and factory-based employees in 2025 on topics such as culture, engagement, strategy, safety, careers and sustainability. ■We continued our sessions with the CEO and ULE members to provide our workforce with regular information on the Company and decisions made by the leadership team, such as financial performance, strategy and reward. This helps ensure that employees are aligned with the Company‘s financial performance and strategy. ■At a market level, we held regular, leader-led virtual town hall meetings to engage employees on locally relevant topics and issues. | ■Review of UniVoice survey 2025 results and feedback to ULE on key issues. ■The CEO, together with other senior members of management including the CFO and ULE members, provide direct answers on the ‘Unilever Live‘ open Q&A sessions, including the quarterly results briefings and performance updates. |
2025 Board engagement The Board members participated in workforce engagement sessions, further details of which are provided on page 58. Together with the UniVoice survey, these sessions informed a cascade for employees on prioritisation and efficiency. | ||
Consumers We aim to create Desire at Scale by elevating brands through science, aesthetics, sensorials, being shared by others, young-spirited and relevant in culture (SASSY brands). See pages 17 to 28 | ■We use consumer research from marketing research partners, engaging them through regular surveys and panels as well as ad hoc research. ■We engage with our consumers and end-users through a range of communications channels on a continuous basis, reaching over 3 million consumer contacts in 2025 through our various platforms. | ■Board papers and presentations capturing consumer trends. ■Regular updates from Business Groups on opportunities and portfolio choices in line with consumer trends. |
2025 Board engagement The strategy for Desire at Scale was reviewed by the Board in conjunction with reviews of the Business Groups. Consumer research supported this strategy. The Board approved the continued roll-out of this strategy to generate growth by creating Desire at Scale through SASSY brands. The Board also approved the people elements of this, through a winning culture and attracting the best talent, and the organisational elements through AI and technology, together with productivity and simplicity. | ||
Governance Report | Unilever Annual Report on Form 20-F 2025 | 61 |
OPERATION OF THE BOARD | ||
Unilever stakeholders | How Unilever engages with stakeholders | How the Board interacts on stakeholder issues |
Customers We partner with large and small retailers across different trading environments around the world to grow categories. See pages 19, 22, 25 and 28 | ■We use the Advantage Group Survey across global markets to help us understand how we can improve our customers’ experience of working with Unilever. ■Our customers across different channels and trading environments partner with our customer development teams to grow categories, connecting regularly to turn consumer and shopper insights into growth plans. We create Joint Business Plans with key customers for mutual benefit. | ■Business Groups provide feedback to the Board on customer landscape and priorities. ■Direct engagement with key customers during region and market visits by Board members. |
2025 Board engagement There is regular, ongoing investment in all aspects of Unilever’s supply chain capabilities for customers globally, supporting delivery excellence and product availability. The Board undertook a review of customer service levels across all channels, including in particular digital capabilities. Unilever continued to achieve increasing levels of customer service and satisfaction, and the Board supported ongoing investment and capabilities in this area. The stakeholder engagement reinforced the Company’s approach in relation to customers. | ||
Suppliers & Business Partners We collaborate with suppliers worldwide to source essential materials and secure critical services. See pages 19, 22, 25 and 28 | ■Our Supply Chain and Procurement teams maintain frequent and transparent communication with suppliers and business partners, fostering strong and reliable relationships. ■Each year, we conduct the annual Partner to Win survey to gain insights into our suppliers’ experiences and identify areas for improvement. ■We uphold a Responsible Partner Policy, which sets out mandatory requirements that all supply chain partners must meet. | ■The Board receives regular reports in relation to supply chain matters, ensuring robust governance and continuous improvement across our operations. |
2025 Board engagement The Board reviewed and approved the 2025 Modern Slavery Act Statement, which is available on unilever.com. The Corporate Responsibility Committee also reviewed the Company’s approach to Human Rights. Both the Modern Slavery Act Statement and the work we do on Human Rights support our committed supplier base, as they reinforce the commitment of Unilever and its suppliers to our Code of Business Principles, which can be found on unilever.com. The Board reviewed ongoing investment in the supply chain, particularly in technology and simplification. Together with the processes detailed above, these initiatives strengthen our supply chain resilience and reinforce our commitment to responsible and sustainable business practices. | ||
Planet & Society We are taking more focused, urgent and systemic action in four priority areas: climate, nature, plastics and livelihoods. See page 29 | ■As part of our sustainability double materiality assessment in the Sustainability Statement of Unilever PLC (referred to below), we analyse insights from our key stakeholders to make sure we are focusing on the most important impacts, risks and opportunities. These insights inform our approach and reporting. ■Throughout the year, we continued our partnerships with other businesses, advocating for policy change on a range of social and environmental issues, including increased levels of national climate ambition and a Global Plastics Treaty. | ■Our Chief Corporate Affairs and Communications Officer provides reports to the Board. ■The Board reviews updates to the Climate Transition Action Plan and progress with respect to it, based on reports provided by the Chair of the Corporate Responsibility Committee. ■Senior representatives of Unilever’s corporate sustainability team attended key policy milestones to advance our sustainability priorities. |
2025 Board engagement During the year, the Audit Committee and the Board reviewed and approved the first Sustainability Statement of Unilever PLC, included in the Annual Report and Accounts 2024. The Board has approved an updated Sustainability Statement to be included in its Annual Report and Accounts for 2025, which is not incorporated by reference into this Annual report on Form 20-F. The Corporate Responsibility Committee reviewed the Company’s strategy to invest in reducing the use of plastics. Following this review, and discussion at Board level, the Company continues to invest in research and development in this area in support of its ambitious targets to reduce plastic waste. Further details are in the Sustainability Statement which is available on our website www.unilever.com/sustainability/ responsible-business/. | ||
62 | Unilever Annual Report on Form 20-F 2025 | Governance Report |
Additional Information
Additional disclosures
The following disclosures are made in compliance with the Financial Conduct Authority’s UK Listing Rule 6.6.1:
UK Listing Rule 6.6.1 | |||
Interest capitalised by the Group during the year | None | Details of where a shareholder has agreed to waive future dividends | As at 2 March 2026, Fidelity held 256,281 ordinary shares of 31/2p of Unilever PLC on behalf of the Company to be used in satisfaction of employee share scheme (‘ESS‘) obligations. Fidelity has agreed to waive, on an ongoing basis, any dividends payable in respect of such shares. As at 2 March 2026, the Trustee of the Company’s Employee Benefit Trust (‘EBT’) held 1,062,865 ordinary shares of 31/2p of Unilever PLC. The Trustee of the EBT has agreed to waive, on an ongoing basis, any dividends payable on shares it holds in trust for use under the Company’s ESS. The practice of Fidelity and the Trustee of the EBT is to abstain from voting on the shares that they hold. Details of the employee share schemes can be found on pages 79, 99 to 101 and 104. |
Publication of unaudited financial information, profit forecast or profit estimate | Not applicable | ||
Details of any long-term incentive schemes under Listing Rule 9.3.2R(2) | Not applicable | ||
Director waiver of emoluments | Not applicable | ||
Director waiver of future emoluments | Not applicable | ||
Allotments for cash of equity securities made during the year | None | ||
Allotments for cash of equity securities made by a major unlisted subsidiary during the year | Not applicable | ||
Details of participation of parent undertaking in any placing made during the year | Not applicable | ||
Details of relevant material contracts in which a Director or controlling shareholder was interested during the year | Not applicable | ||
Contracts for the provision of services by a controlling shareholder during the year | Not applicable | ||
Statements relating to controlling shareholders and ensuring company independence | Not applicable | Details of where a shareholder has agreed to waive future dividends | See above |
FUTURE DEVELOPMENTS, RESEARCH AND
DEVELOPMENT AND IMPORTANT EVENTS
Certain information required to be included in the Directors’ Report has
been included in the Strategic Report given its strategic importance to
Unilever. This includes information in respect of important events that
have occurred since the end of the financial year (page 183), an
indication of likely future developments in the business of the Group
(pages 19, 22, 25 and 28), and an indication of activities of the Group
in the field of research and development (page 206).
DISCLOSURE OF INFORMATION TO THE
EXTERNAL AUDITOR
Each of the Directors who held office at the date of approval of this
report confirms that, to the best of each of the Directors’ knowledge
and belief, and having made appropriate enquiries, all information
relevant to enabling the auditors to provide their opinions on the
Company’s consolidated and parent company accounts has been
provided. Furthermore, each of the Directors has taken all reasonable
steps to ensure their awareness of any relevant audit information and
to establish that the Company’s auditors are aware of any such
information. This confirmation is given and should be interpreted in
accordance with the provisions of Section 418 of the Companies Act
2006.
DIRECTORS’ SHARE INTERESTS
Details of the Directors’ interests in shares can be found in the
Directors’ Remuneration Report on pages 100 to 101 and 103.
CONTRACTS OF SIGNIFICANCE
During the year, no Director had any interest in any shares
or debentures in the Company’s subsidiaries, or any material interest
in any contract with the Company or a subsidiary being a contract of
significance in relation to the Company’s business. No member of the
Group is party to any significant agreement that takes effect, alters or
terminates upon a change of control or following a takeover of Unilever
PLC. In addition, there are no agreements providing for compensation
for loss of office or employment as the result of a takeover of Unilever
PLC. There are no controlling shareholders of Unilever PLC.
APPOINTMENT OF DIRECTORS
The rules governing the appointment and retirement of directors are
set out in the appointment procedure for PLC Directors, available on
our website, and are summarised in the report of the Nominating and
Corporate Governance Committee.
POWERS OF THE DIRECTORS
The Board of Directors is responsible for the management of
the business of the Company and may exercise all powers of
the Company, subject to applicable legislation and regulation and
the Company’s Articles. See page 51 for further details.
STAKEHOLDER ENGAGEMENT
Details of the Company’s engagement with stakeholders are given on
pages 60 and 61.
DIRECTORS’ INDEMNITIES AND DIRECTORS’
AND OFFICERS’ INSURANCE
The power to indemnify Directors, together with former Directors, the
Group Company Secretary and the directors of subsidiary companies, is
provided for in the Company’s Articles of Association.
Unilever maintains appropriate D&O insurance to the extent permitted
by law. In addition, Unilever has granted indemnities to each Director
and the Group Company Secretary, together with former Directors and
Company Secretaries of Unilever and the directors of subsidiary
companies, whereby the Company indemnifies these individuals in
respect of any proceedings brought by third parties against them
personally in their capacity as Directors or Officers of the Company or
any Group company. These “qualifying third-party indemnity
provisions” were in force during the course of the financial year ended
31 December 2025
Governance Report | Unilever Annual Report on Form 20-F 2025 | 63 |
ADDITIONAL INFORMATION | ||
and remained in force at the date of this report. The Company would
also fund ongoing costs in defending a legal action as they are
incurred rather than after judgement has been given. In the event of an
unsuccessful defence in an action against them, individual Directors
would be liable to repay the Company for any damages and to repay
defence costs to the extent funded by the Company. Neither the
indemnity nor the D&O insurance cover provides cover in the event a
Director or Officer is proved to have acted fraudulently or dishonestly.
In addition, the Company provides indemnities (including, where
applicable, a qualifying pension scheme indemnity provision) to the
Directors of three subsidiaries, each of which acts or acted as trustee
of a Unilever UK pension fund. Appropriate trustee liability insurance is
also in place. As above, these indemnities were in force during the
course of the financial year ended 31 December 2025 and remained
in place at the date of this report.
POLITICAL DONATIONS
At the 2025 AGM, shareholders passed a resolution to authorise the
Company and its subsidiaries to make political donations to political
parties or independent election candidates, to other political
organisations, or to incur political expenditure (in each case as defined
in the Companies Act 2006). As the authority granted at the 2025 AGM
will expire, renewal of this authority will be sought at this year’s AGM.
Further details are available in the Notice of AGM on the Company’s
website.
It is the policy of the Company not to make such political donations or
to incur political expenditure (within the ordinary meaning of those
words), and the Directors have no intention of changing that policy.
However, as the definitions used in the Companies Act 2006 are broad,
it is possible that normal business activities, which might not be
thought to be political donations or expenditure in the usual sense,
could be caught. On that basis, the authority is sought purely as a
precaution.
The Board members have each confirmed compliance with Unilever’s
Code of Business Principles, as is required on an annual basis, and
that there has been no political activity or payments by the Unilever
Group.
SHARES
Share capital
Unilever’s issued share capital on 31 December 2025 was made up of
£76,335,183 split in to 2,181,005,247 ordinary shares of 31/2p each
and each carrying one vote. There were no securities in issuance that
carry special rights with regard to the control of Unilever.
Share issues, purchase of shares and share capital
consolidation
Unilever’s issued share capital on 1 January 2025 was made
up of £78,446,584, split in to 2,521,497,338 ordinary shares of
31/9p each, and each carrying one vote. A total of 43,550,481 Unilever
ordinary shares were held in treasury at 1 January 2025, representing
1.73% of Unilever’s issued share capital.
At the 2025 AGM held on 30 April 2025, Unilever’s Directors
were authorised to:
■issue new shares, up to a maximum of £25,666,666 nominal value
(which at the time represented approximately 33% of Unilever’s
issued ordinary share capital);
■disapply pre-emption rights up to a maximum of £3,850,000 nominal
value (which at the time represented approximately 5% of Unilever’s
issued ordinary share capital) for general corporate purposes and an
additional 5% authority in connection with an acquisition or specified
capital investment; and
■make market purchases of its ordinary shares, up to a maximum
of 247,500,000 ordinary shares (which at the time represented just
under 10% of PLC’s issued ordinary share capital) and within the price
limits prescribed in the resolution.
Unilever undertook a €1.5 billion share buyback programme in 2025.
The purpose of the share buyback programme was to reduce the
capital of Unilever, and Unilever bought back 27,815,955 Unilever
ordinary shares of 31/9p each, with an aggregate market value
equivalent of €1,499,999,964, which are held in treasury. The shares
repurchased in 2025 comprised 1.10% of Unilever’s issued share
capital as at 30 November 2025. Outside of this share buyback
programme, no other company within the Group purchased any
Unilever ordinary shares or American Depositary Shares during 2025.
During 2025, there were 3,500,000 Unilever ordinary shares of 31/9p
each issued in satisfaction of employee share scheme awards.
As at 30 November 2025, Unilever’s share capital was
made up of 2,524,997,338 ordinary shares of 31/9p each.
A total of 71,366,436 were held as treasury shares as at this
date, representing 2.83% of Unilever’s issued share capital.
On 3 December 2025, Unilever cancelled 13,288,138 treasury shares.
As part of the demerger of TMICC, shareholders approved a share
consolidation of the ordinary shares of Unilever PLC at the
Extraordinary General Meeting of the Company held on 21 October
2025. The demerger subsequently took effect on 6 December 2025.
Following the demerger, on 9 December 2025, the ordinary shares of
31/9p of Unilever PLC were consolidated in the ratio of 8 new Unilever
shares of 31/2p each for every 9 existing ordinary shares. As a result,
as at 9 December 2025, the ordinary share capital of Unilever PLC
was £78,142,064, comprising 2,232,630,400 ordinary shares of
Unilever PLC of 31/2p each, and of which 51,625,153 were held in
treasury.
On 10 December 2025, Unilever cancelled the remaining 51,625,153
treasury shares.
Right to hold and transfer ordinary shares or
exercise voting rights
Unilever’s constitutional documents place no limitations on the right to
hold or transfer Unilever ordinary shares. There are no limitations on
the right to hold or exercise voting rights on the ordinary shares of
Unilever imposed by English law. Unilever is not aware of any
agreements between holders of securities that may result in
restrictions on transfer or voting rights. Please also see page 211.
SIGNIFICANT SHAREHOLDERS OF UNILEVER
As far as Unilever is aware, the only holders of more than 3% of, or 3%
of voting rights attributable to, Unilever’s ordinary share capital
(‘Disclosable Interests’) on 31 December 2025, were BlackRock, Inc.
with a shareholding of 8.5%, The Vanguard Group, Inc. with a
shareholding of 5.4% and Wellington Management Company LLP with
a shareholding of 3.1%.
No Disclosable Interests have been notified to Unilever between
1 January 2026 and 2 March 2026 (being a date not more than one
month prior to the date of the Company’s Notice of Annual General
Meeting). As far as Unilever is aware, between 1 January 2023 and 2
March 2026, only The Vanguard Group, Inc., BlackRock, Inc., and
Wellington Management Company LLP have held more than 3% of, or
3% of voting rights attributable to, Unilever’s ordinary shares.
ACCOUNTING POLICIES, FINANCIAL
INSTRUMENTS AND RISK
Details of the Group’s accounting policies, together with post-balance
sheet events and details of financial instruments and risk (including the
Group’s objectives, policies and processes for managing its capital; its
financial risk management objectives; details of its financial
instruments and hedging activities; and its exposures to price, credit
liquidity and cash flow risk), are provided in notes 1, 16, 18 and 26 on
pages 134, 166, 175 and 183 respectively to the Financial Statements.
64 | Unilever Annual Report on Form 20-F 2025 | Governance Report |
ADDITIONAL INFORMATION | ||
EMPLOYMENT OF DISABLED PEOPLE
Unilever has a range of employment policies that clearly detail the
standards, processes, expectations and responsibilities of its people
and the organisation. These policies are designed to ensure that
everyone – including those with existing or new disabilities and people
of all backgrounds – is treated equally throughout the recruiting
process and during their career at Unilever. This includes access
to appropriate training, development opportunities or job progression.
EMPLOYMENT SHARE PLANS
The Company operates a number of employee share plans, details of
which are set out in note 4C to the Financial Statements on page 147
and in the Directors’ Remuneration Report on pages 97 to 98 and 99 to
101.
RELATED PARTY TRANSACTIONS
Transactions with related parties are conducted in accordance with
agreed transfer pricing policies and include sales to joint ventures and
associates. Other than those disclosed in note 23 to the consolidated
financial statements (and incorporated herein as above), there were no
related party transactions that were material to the Group or to the
related parties concerned that are required to be reported in 2025, or
in 2026 up to 2 March 2026 (the latest practicable date for inclusion in
this report).
CORPORATE GOVERNANCE COMPLIANCE
We conduct our operations in accordance with internationally accepted
principles of good governance and best practice, while ensuring
compliance with the corporate governance requirements applicable in
the countries in which we operate. Unilever is subject to corporate
governance requirements (legislation, codes and/or standards) in the
UK and the US, and in this section, we report on our compliance
against these.
United Kingdom
In 2025, Unilever has applied the principles and complied with
the provisions of the UK Corporate Governance Code. Further
information on how Unilever has applied the five overarching
categories of principles can be found on the following pages – (i) Board
Leadership: pages 56 to 61; (ii) Division of Responsibilities: pages 56
and 57; (iii) Composition, Succession and Evaluation: pages 57 to 59;
(iv) Audit, Risk and Internal Controls: pages 71 to 73; and
(v) Remuneration: pages 78 to 108. The UK Corporate Governance
Code is available on the Financial Reporting Council’s (FRC) website.
Risk management and control
Our approach to risk management and systems of internal control is in
line with the recommendations in the FRC’s revised guidance, ‘Risk
management, internal control and related financial and business
reporting’ (the Risk Guidance). It is Unilever’s practice to review
acquired companies’ governance procedures and align them to the
Group’s governance procedures as soon as is practicable.
Employee involvement and communication
Unilever’s UK companies maintain formal processes to inform, consult
and involve employees and their representatives.
A National Consultative Forum, comprising employees and
management representatives from key locations, meets regularly to
discuss issues relating to Unilever sites in the UK. We recognise
collective bargaining at a number of sites and engage with employees
via the Sourcing Unit Forum, which includes national officer
representation from the three recognised trade unions.
A European Works Council, embracing employee and management
representatives from countries within Europe, has been in existence for
several years and provides a forum for discussing issues that extend
across national boundaries. See page 58 for further details on how the
Board has engaged with the workforce.
Equal opportunities
Consistent with our Code of Business Principles, Unilever ensures that
all applications for employment are given full and fair consideration,
and that everyone is given access to training, development and career
opportunities. Every effort is made to re-skill and support employees
who become disabled while working within the Group.
United States
Unilever is listed on the New York Stock Exchange (NYSE). As such,
Unilever must comply with the requirements of US legislation,
regulations enacted under US securities laws, and the Listing
Standards of the NYSE that are applicable to foreign private issuers,
copies of which are available on their websites.
We comply with the Listing Standards of the NYSE applicable
to foreign private issuers. We are required to disclose any significant
ways in which our corporate governance practices differ from those
required of US domestic companies listed on the NYSE. Our corporate
governance practices are primarily based on the requirements of the
UK Listing Rules and the UK Corporate Governance Code but
substantially conform to those required of US domestic companies
listed on the NYSE. The only significant way in which our corporate
governance practices differ from those required of US domestic
companies under Section 303A Corporate Governance Standards of
the NYSE is that the NYSE rules require that shareholders must be
given the opportunity to vote on all equity compensation plans and
material revisions thereto, with certain limited exemptions. The UK
Listing Rules require shareholder approval of equity compensation
plans only if new or treasury shares are issued for the purpose of
satisfying obligations under the plan, or if the plan is a long-term
incentive plan in which a director may participate. Amendments to
plans approved by shareholders generally only require approval if they
are to the advantage of the plan participants.
For the year ended 31 December 2025, and for the current year up to
2 March 2026, there was no erroneously awarded compensation to the
directors of Unilever.
All senior executives and senior financial officers have declared their
understanding of and compliance with Unilever’s Code of Business
Principles and the related Code Policies. No waiver from any provision
of the Code of Business Principles (published on our website) or Code
Policies was granted in 2025 to any of the persons falling within the
scope of the Securities and Exchange Commission (SEC)
requirements.
Risk management and control
Following a review by the Disclosure Committee, Audit Committee and
the Board, the CEO and CFO concluded that the design and operation
of the Group’s disclosure controls and procedures, including those
defined in the US Securities Exchange Act of 1934 – Rule 13a – 15(e),
as at 31 December 2025, were effective. Unilever is required by
Section 404 of the US Sarbanes-Oxley Act of 2002 to report on the
effectiveness of its internal control over financial reporting. This
requirement is reported on in the ‘Management’s Report on Internal
Control over Financial Reporting’ section on page 212.
The Directors’ Report has been approved by the Board, and signed on
its behalf by Prakash Kakkad, Chief Legal Officer and Group Company
Secretary.
Governance Report | Unilever Annual Report on Form 20-F 2025 | 65 |
Report of the
Nominating
and Corporate
Governance
Committee
The Committee was engaged
in two Non-Executive Director
appointments, the appointments
of the new Chief Executive Officer
and the new Chief Financial Officer,
and changes to the Unilever
Leadership Executive.
Ian Meakins
Chair of the Nominating and Corporate
Governance Committee
I am pleased to present the report of the Nominating and Corporate
Governance Committee for the year ended 31 December 2025.
Andrea Jung, a Non-Executive Director who was also our Vice Chair
and Senior Independent Director, retired from the Board at the
conclusion of the AGM of the Company held on 30 April 2025. Susan
Kilsby was appointed as Vice Chair and Senior Independent Director in
her place with immediate effect at that time. We give our thanks to
Andrea for her service to Unilever.
The Committee had reviewed the requirements for Non-Executive
Directors in 2024, and two further Non-Executive Directors, Benoît
Potier and Zoe Yujnovich, joined on 1 January 2025 and 1 March 2025
respectively. Their appointments were confirmed by shareholders at
the 2025 AGM.
Hein Schumacher stepped down as Chief Executive Officer and as a
Board Director on 1 March 2025 and left the Company on 31 May
2025. As mentioned in my Chair’s statement:
■Fernando Fernandez was appointed Chief Executive Officer with
effect from 1 March 2025;
■Srinivas Phatak, who had been Unilever’s Acting CFO, became
Chief Financial Officer on 16 September 2025; and
■On 7 October 2025, we announced that Belén Garijo López would
be appointed to the Board. This appointment is expected to take
effect during 2027.
The Committee considers that the Board’s current size,
with the additional Board members appointed or announced in 2025,
and its collective experience are effective for the running
of the Company. The Committee will maintain the size and experience
of the Board under review on a continuous basis.
The Committee has also been involved in the consideration of
positions on the Unilever Leadership Executive (ULE) during the year.
At the end of July 2025, Rohit Jawa, Chief Executive Officer and
Managing Director of Hindustan Unilever Limited, stood down. Priya
Nair took on the role of Chief Executive Officer and Managing Director
of Hindustan Unilever Limited with effect from 1 August 2025. We are
currently in the process of a search to find a successor to Priya Nair for
the role of Business Group President, Beauty & Wellbeing.
With effect from 31 December 2025, Esi Eggleston Bracey stood down
from her role as Chief Growth and Marketing Officer and left the
Company on 31 January 2026. The role of Chief Marketing Officer,
Unilever, and Beauty & Wellbeing is now undertaken by Leandro
Barreto.
In addition, Maria Varsellona stood down from the role of Chief Legal
Officer and Group Secretary and left the Company on 28 February 2026.
With effect from 1 March 2026, the role of Chief Legal Officer and Group
Company Secretary is now undertaken by Prakash Kakkad.
The Committee reviewed and approved the nature of the workforce
engagement activities that the Board undertook in the year, and details
of these are set out on page 58.
In 2026, the Committee will look at Board composition in the context of
the ongoing transformation of the Company and, in conjunction with
this, it will also continue to review the long-term succession plans for
the Board and the ULE.
I would like to thank the members of the Committee for their
commitment and contribution throughout the year.
Ian Meakins
Chair of the Nominating and Corporate
Governance Committee
66 | Unilever Annual Report on Form 20-F 2025 | Governance Report |
REPORT OF THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE | ||
COMMITTEE MEMBERS AND ATTENDANCE
Attendance | |
Ian Meakins Chair | 5/5 |
Adrian Hennah | 5/5 |
Andrea Jung (member until 30 April 2025) | 2/3 |
Zoe Yujnovich (member from 1 May 2025) | 4/4 |
The Chair of the Board, Ian Meakins, chairs the Nominating
and Corporate Governance Committee. Adrian Hennah and
Zoe Yujnovich are independent Non-Executive Directors and members
of the Committee. The Chief Legal Officer and Group Company
Secretary is secretary to the Committee. The CEO and the Chief
People Officer regularly attend meetings and other members of senior
management attend the meetings when invited to do so.
There were five meetings of the Committee in 2025, and the table
above shows attendance at meetings of the Committee in the year.
Andrea Jung stepped down from the Committee in April 2025. Given
the changes in the Committee membership this year, attendance is
expressed as the number of meetings attended out of the total number
each Director was eligible to attend during their respective tenure on
the Committee.
ROLE OF THE COMMITTEE
The Nominating and Corporate Governance Committee is primarily
responsible for:
■periodically assessing the structure, size and composition of the
Board;
■evaluating the balance of skills, experience, independence and
knowledge of the Board;
■ongoing succession planning (including the development
of a diverse pipeline for succession);
■drawing up selection criteria and appointment procedures
for Directors;
■reviewing the feedback in respect of the role and functioning of the
Board Committees arising from Board and Board Committee
evaluations;
■periodically reviewing and assessing Unilever’s practices and
procedures in relation to workforce engagement; and
■considering current and developing corporate governance matters,
which it brings to the attention of the Board where deemed
necessary.
The Committee’s terms of reference are set out in the Governance of
Unilever, which can be found on the Company’s website.
ACTIVITIES OF THE COMMITTEE
During the year, the Committee:
■recommended the election and re-election of Directors at the 2025
AGM, following a review of their performance and, where relevant,
their independence;
■reviewed the composition of the Board and its Committees, taking
into account the experience, skills, knowledge and attributes of the
Directors and the length of tenure of the
Non-Executive Directors, resulting in changes to the Committee
memberships;
■appointed Egon Zehnder to support the Committee in the search for
new Non-Executive Directors, culminating in the appointment of
Belén Garijo López. Egon Zehnder is an independent search firm
that has undertaken several non-executive searches for Unilever.
Egon Zehnder does not have any connection to the Directors or
Unilever except for normal course recruitment processes;
■appointed Spencer Stuart to support the Committee in the search for
a new Chief Financial Officer. Spencer Stuart is an independent
search firm that has undertaken a number of executive and senior
management searches for Unilever. Spencer Stuart does not have
any connection to the Directors or Unilever except for normal course
recruitment purposes;
■kept under review best practice guidelines and preferences
of certain institutional investors in relation to overboarding to ensure
continued compliance;
■reviewed the ULE succession plan and talent pipeline;
■conducted a review of workforce engagement activities in the year and
the plan for the following year, as well as the terms of reference for the
Committee and the annual work plan for the Committee;
■considered the process and timetable for the Board evaluation and
maintained oversight of the process (see page 57 for further
information);
■received updates on current and emerging corporate governance
legislation, regulation and best practice guidelines, including in
relation to directors’ duties; and
■considered the Committee’s report for inclusion in the 2024 Annual
Report and Accounts.
APPOINTMENT AND REAPPOINTMENT OF
DIRECTORS TO THE BOARD
All Directors (unless they are retiring) are nominated by the Board for
election or re-election at the AGM each year on the recommendation of
the Committee. The Committee takes into consideration the outcomes
of the Chair’s discussions with each Director on individual performance
and the evaluation of the Board and its Committees. Non-Executive
Directors normally serve for a period of up to nine years.
The Board appointed Benoît Potier as an independent Non-Executive
Director with effect from 1 January 2025. He was therefore put forward
for election by shareholders for the first time at the 2025 AGM.
The Board also appointed Zoe Yujnovich as an independent
Non-Executive Director with effect from 1 March 2025. She was
therefore put forward for election by shareholders for the first time at
the 2025 AGM.
The Committee proposed the election or re-election of all Directors,
other than those retiring, at the 2025 AGM.
All the Directors proposed were appointed by shareholders by a simple
majority vote at the 2025 AGM.
The Committee reviews the composition of the Board Committees. The
Committee recommended in April 2025 that Zoe Yujnovich be appointed
a member of the Nominating and Corporate Governance Committee,
that Benoît Potier be appointed a member of the Audit Committee, that
Benoît Potier and Zoe Yujnovich be appointed members of the
Corporate Responsibility Committee and that Susan Kilsby be appointed
as Chair of the Remuneration Committee. The Board also appointed
Susan Kilsby as Vice Chair of the Board and Senior Independent
Director.
In February 2025, we also announced that, with effect from
1 March 2025, Hein Schumacher would step down as CEO and as a
director and Hein left the Company on 31 May 2025. Fernando
Fernandez was appointed CEO with effect from 1 March 2025.
On 16 September 2025, we announced that Srinivas Phatak was
appointed by the Board as Chief Financial Officer. Srinivas’s
appointment as a director will be put to shareholders at the AGM in
2026.
OVERBOARDING
As part of the annual evaluation process for each Director,
full consideration was given to the number of external positions held to
ensure that the time commitment required did not compromise the
Director’s commitment to Unilever. The views of various investor
bodies and the approach of certain institutional investors with respect
to overboarding were taken into account.
The Committee did not identify any instances of overboarding. The full
list of external appointments held by our Directors can
Governance Report | Unilever Annual Report on Form 20-F 2025 | 67 |
REPORT OF THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE | ||
be found in their biographies on pages 52 and 53. The CEO currently
has no external appointments and the CFO is a Non-Executive
Director of one external company. The Committee considers that the
appointments of the Non-Executive Directors and the broad range of
experience from these appointments benefit Unilever.
The Committee concluded that all individual Directors had sufficient
time to commit to their appointment as a Director of Unilever and did
so.
BOARD DIVERSITY POLICY
Unilever’s Board Diversity Policy, which is reviewed by the Committee
each year, is available on the Company’s website. This commitment is
in line with Unilever’s Code of Business Principles, and in compliance
with the 2024 UK Corporate Governance Code and the Companies Act
2006, and is embedded in the way we do business and conduct
ourselves at all levels of the organisation. The objective of the policy is
to provide guidance on how the Board relates to the size and
geographical spread of Unilever, its portfolio, culture and status as a
listed company. The Board Diversity Policy is taken into account when
making appointments to the Board and its committees and developing
a succession plan by assessing candidates on merit, considering their
wide-ranging experience, skills, knowledge and insight, all pursuant to
factors outlined in applicable regulations, guidance, and industry and
government best practices.
WORKFORCE ENGAGEMENT POLICY
There were no changes to the Workforce Engagement Policy in the
year.
SUCCESSION PLANNING
Board
The Committee reviews the adequacy and effectiveness of succession
planning processes, and the Board reviews the succession plan in
conjunction with the Committee.
The succession plan is based on merit and objective criteria.
The Board should comprise a majority of Non-Executive Directors who
are independent of Unilever, free from any conflicts of interest and able
to allocate sufficient time to carry out their responsibilities effectively.
With respect to composition, regard is given to the Board Diversity
Policy and the Board should also have sufficient understanding of the
markets and business where Unilever is active in order to understand
any relevant key trends and developments.
The Board has had regard to the skills and experience matrix
(see following page) in making appointments to the Board in 2025 as
well as the tenure of the existing Board members. Given the changes
to the Company’s portfolio and management structures, recent Board
appointments have had particular focus on transformation, sector
experience and current or recent executive experience. All Board
appointments consider the relevance of the experience of the Board
member to a consumer goods business and to wider stakeholder
interests including sustainability matters. The Board believes that a
Board with a range of skills, experience, independence and knowledge
of the Unilever Group enhances decision-making, which is beneficial to
Unilever’s long-term success and is in the interests of its stakeholders.
The Board also considers personal attributes such as critical
assessment, judgement, honesty and the ability to develop trust and
forge relationships.
As can be seen in the biographies on pages 52 and 53, and the tables
on page 68, the Board meets this overall profile.
ULE
In conjunction with the Committee, the Board reviews the succession
plan for the ULE. In line with the Board succession plan approach, the
succession plan for the ULE is also based on merit and objective
criteria.
Developing an internal talent pipeline for senior leadership roles is
important for Unilever and, alongside this, external recruitment of
senior management is key to develop capabilities and broaden
management experience.
With respect to internal succession, the plan identifies potential
successors who are considered able to fulfil the roles in the short term
and those in the longer term. Development initiatives for senior
executives are put in place and usually include executive mentoring
and coaching. Senior managers and executives are encouraged to
take on a non-executive directorship role as part of their
personal development.
68 | Unilever Annual Report on Form 20-F 2025 | Governance Report |
REPORT OF THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE | ||
Skills and experience matrix
Fernando Fernandez | Adrian Hennah | Susan Kilsby | Ruby Lu | Judith McKenna | Ian Meakins | Nelson Peltz | Srinivas Phatak | Benoît Potier | Zoe Yujnovich | |
Business growth and leadership of large global corporations | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ |
Strategy, corporate transactions and transformation | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ |
International experience (including emerging markets) | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ |
Financial expertise | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ |
FMCG and consumer insights | ■ | ■ | ■ | ■ | ■ | ■ | ■ | |||
Technology, digital and innovation | ■ | ■ | ■ | ■ | ||||||
Marketing and sales channels | ■ | ■ | ■ | ■ | ||||||
Risk management and operational excellence (including sustainability and community) | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ |
Society, politics and geopolitics | ■ | ■ | ■ | ■ | ■ | ■ | ||||
Science and innovation | ■ | ■ | ■ | ■ | ■ | |||||
People, culture and reward | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ||
Corporate governance | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ |
As required by the UK FCA Listing Rules, Unilever provides the
following statistical information. Unilever complies with the laws for
each jurisdiction in which Unilever operates in and shall not implement
any policy in any jurisdiction in which Unilever operates to the extent
the policy itself or actions taken under it would, in the good faith
judgement of Unilever, violate the laws of such jurisdictions. The tables
below show that as at 31 December 2025, we had 40% female Board
members (including Executive Directors) against the target of 40%.
The position of Senior Independent Director is held by a female, and
two Board members are from a minority ethnic background. As at the
same date, there was a 12-member ULE, including Executive
Directors, of which four (33%) were women.
We collect both gender and ethnicity data directly from Board and ULE
members annually on a self-identifying basis in a questionnaire. This
data is used for statistical reporting purposes and provided with
consent. Board members are asked to identify their gender and
ethnicity based on the categories set out in the tables below.
Gender representation on the Board and ULE as at 31 December 2025
Number of Board members | Percentage of the Board | Board (CEO, CFO, SID and Chair) | Number of ULE members | Percentage of the ULE | |
Men | 6 | 60 | 3 | 8 | 67 |
Women | 4 | 40 | 1 | 4 | 33 |
Other | – | – | – | – | – |
Not specified/prefer not to say | – | – | – | – | – |
Ethnicity representation on the Board and ULE as at 31 December 2025
Number of Board members | Percentage of the Board | Board (CEO, CFO, SID and Chair) | Number of ULE members | Percentage of the ULE | |
White British or other White (including minority-white groups) | 7 | 70 | 2 | 4 | 33 |
Mixed/Multiple Ethnic Groups | – | – | – | 2 | 17 |
Asian/Asian British | 2 | 20 | 1 | 2 | 17 |
Black/African/Caribbean/Black British | – | – | – | 1 | 8 |
Other ethnic group, including Arab | 1 | 10 | 1 | 3 | 25 |
Not specified/prefer not to say | – | – | – | – | – |
Governance Report | Unilever Annual Report on Form 20-F 2025 | 69 |
REPORT OF THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE | ||
Board tenure as at 31 December 2025
•
•
*Srinivas Phatak joined the Board on 16 September 2025.
•
Board independence as at 31 December 2025
The Non-Executive Directors (including the Chair) comprised 80% of
the Board of Directors as at 31 December 2025.
COMMITTEE EVALUATION
The Committee carried out an evaluation of its activities which was
facilitated by the consultancy firm No 4.
The results of this evaluation were discussed by the Committee
in January 2026. Feedback was also provided to the Board with
respect to this evaluation of the Committee. The Committee concluded
that it had operated effectively, in particular in relation to Board and
ULE appointments. The Committee would continue to focus on this key
area, as well as its other responsibilities for corporate governance.
Ian Meakins
Chair of the Nominating and Corporate
Governance Committee
Adrian Hennah
Zoe Yujnovich
70 | Unilever Annual Report on Form 20-F 2025 | Governance Report |
Report of the Audit
Committee
We focused this year on the
demerger of our Ice Cream business,
share capital consolidation, cyber
security and ESRS reporting, in
addition to our usual reporting
and control responsibilities.
Adrian Hennah
Chair of the Audit Committee
On behalf of the Audit Committee, I am pleased to present
the Committee’s report for the year ended 31 December 2025.
In 2025, the Committee consisted of four members: Susan Kilsby, Ruby
Lu, Benoît Potier (appointed in January 2025), and me as Chair.
The Committee believes it has carried out its duties effectively
throughout the year and maintained a high standard of independent
oversight. It has had good support and collaboration from management,
the Internal Audit team and the external auditors, KPMG.
2025 marked another year of change for the company,
with in particular the implementation of a global productivity
programme and completion of the demerger of our Ice Cream business
on 6 December 2025. The Committee’s primary focus has been to
maintain the integrity of Unilever’s financial and
non-financial reporting and ensure the adequacy of its internal controls.
We also sought reassurance from management on the Company’s
principal and emerging risks, including risk appetite and associated
mitigation.
This year, we continued to focus on topics that are subject
to regulatory change, including the European Sustainability Reporting
Standards (ESRS), the International Sustainability Standards Board
(ISSB) and Corporate Governance Reform. In preparation for
compliance with provision 29 of the revised UK Corporate Governance
Code, applicable from 1 January 2026, the Committee discussed with
management the identification and assurance of material controls, as
well as reviewing the nature and number of principal risks, which have
now been approved by the Board (see pages 32 to 37).
The Committee also allocated considerable time to other risk
management topics, including cyber security and demerger of our Ice
Cream business, as well as discussing developments in international
taxation, pensions and treasury.
In addition to the formal meetings, Committee members visited the
R&D facility at Port Sunlight, UK, and the US Prestige business,
Paula’s Choice, in Seattle.
In September 2025, the Board appointed a new Chief Financial Officer,
Srinivas Phatak, after an extensive internal and external search. The
Audit Committee was involved in advising the Nominating and
Corporate Governance Committee and the Board on the selection of
the CFO, as well as the appointment of a new Chief Auditor, Pamela
Dickson, who joined in June 2025 with over 30 years of Unilever
operational experience.
As part of the standard five-year rotation for external audit partners as
required by UK regulation, Jonathan Downer has been appointed to
succeed Jonathan Mills as lead engagement partner following
completion of the 2025 audit. On behalf of the Committee, I would like
to thank Jon Mills and look forward to Jonathan bringing a fresh
perspective to our audit process from the 2026 financial year.
Adrian Hennah
Chair of the Audit Committee
Governance Report | Unilever Annual Report on Form 20-F 2025 | 71 |
REPORT OF THE AUDIT COMMITTEE | ||
COMMITTEE MEMBERSHIP AND ATTENDANCE
Attendance | |
Adrian Hennah Chair | 9/9 |
Susan Kilsby | 9/9 |
Ruby Lu | 9/9 |
Benoît Potier | 8/9 |
The Audit Committee is comprised only of independent Non-Executive
Directors, with a quorum requirement of two such members. The Audit
Committee was chaired by Adrian Hennah. The other members are
Susan Kilsby, Ruby Lu and Benoît Potier.
The Board is satisfied that the Audit Committee members are
competent in financial matters and have recent, relevant experience.
For the purposes of the US Sarbanes-Oxley Act of 2002, Adrian
Hennah is the Committee’s financial expert.
Other attendees at Committee meetings included the Chief Financial
Officer (CFO), Chief Auditor, Group Controller, General Counsel
Corporate and Deputy Group Company Secretary, and the external
auditors, KPMG. Throughout the year, Committee members met
periodically without others present and offered separate private
sessions with the CFO, Chief Auditor and the external auditors to
discuss issues in greater detail.
There were nine scheduled Committee meetings during the
year. Attendance at these meetings is shown above.
CODE OF BUSINESS PRINCIPLES
All actions by Executive Directors, Non-Executive Directors or any
Unilever employees are required to comply with the Code of Business
Principles. This includes, in accordance with the US Sarbanes-Oxley
Act of 2002 and the SEC requirements, the relevant provisions in
relation to a code of ethics for Senior Financial Officers. No waivers
have been requested or granted for this.
ROLE OF THE COMMITTEE
The role and responsibilities of the Audit Committee are set out
in written terms of reference, which the Committee reviews annually,
considering relevant legislation and recommended good practice. The
terms of reference are contained within ‘The Governance of Unilever,’
available on our website.
The Committee’s responsibilities include, but are not limited to, the
following matters:
■oversight of the integrity of Unilever’s financial statements;
■review of Unilever’s half-yearly and annual financial statements
(including clarity and completeness of disclosure) and trading
statements for quarter 1 and quarter 3;
■review of Unilever’s non-financial statements and the Sustainability
Statement;
■oversight of risk management and internal control arrangements;
■oversight of compliance with legal and regulatory requirements;
■oversight of external auditors’ performance, objectivity, qualifications
and independence;
■approval process of non-audit services;
■recommendation to the Board of the external auditors’ nomination
for shareholder approval, and approval of their fees, see note 25 on
page 182; and
■performance of the internal audit function.
All relevant matters arising are brought to the attention of the Board.
Committee Reviews
To help the Committee meet its oversight responsibilities, focused
knowledge sessions are organised throughout the year. In 2025, these
included the demerger of our Ice Cream business, cyber security,
sustainability reporting and Global Business Services, which provide
financial control automation and process centralisation.
In addition, Committee members visited the Port Sunlight R&D facility
and the US Prestige business, Paula’s Choice, gaining insights into
advancements in our manufacturing and product development,
premium market challenges, and risk and control management for
recently acquired businesses.
The Committee also received presentations from management and
discussed risk management activities, preparation of the financial
statements, the overall control environment, and operation of financial
reporting controls.
Special focus has been given to:
■the separation and demerger of our Ice Cream business:
The Committee was actively involved in providing oversight on the
separation process. This included financial and non-financial
reporting impacts, presentation in the Annual Report and Accounts
and historical financial information audits. The Committee also
considered the nature of the separation, key risks, and the potential
areas where the separated Ice Cream business and the retained
Unilever company could hold different views. To support its
assessment and recommendations to the Board, the Committee was
supported by management and external financial and legal experts.
■Cyber Security: The Committee was provided with updates on the
Cyber Security Programme including compliance with evolving
legislation. The Company’s cyber security posture, considering the
changing threat environment, was assessed and challenged by the
Committee against the National Institute of Standards and
Technology (NIST) framework. Any cyber security operational
incidents and threats were highlighted and discussed. For further
details, please refer to our cyber security governance and processes
on page 207.
■Treasury & Tax Update: Management provided an update on Group
Treasury priorities, including the impact of the demerger of the Ice
Cream business, notably the share consolidation and share
cancellations, as well as developments in economically volatile
markets. The Committee also reviewed ongoing developments in
international tax, and management of tax risks and compliance.
In addition, the Committee discussed the control environment
of acquired businesses such as Liquid I.V. and Nutrafol, which are not
integrated into the main legacy Enterprise Resource Planning (ERP)
systems, as well as the work done in tax, treasury and pension
matters.
REPORTING AND FINANCIAL STATEMENTS
The Committee reviewed, prior to publication, quarterly financial press
releases together with the associated internal quarterly reports from
the CFO and the Disclosure Committee and, with respect to the full-
year results, the Report of Independent Registered Public Accounting
Firm. It also reviewed the Annual Report and Accounts and the Annual
Report on Form 20-F 2025. These reviews incorporated the accounting
policies, significant judgements and estimates underpinning the
financial statements as disclosed in note 1 on page 133.
72 | Unilever Annual Report on Form 20-F 2025 | Governance Report |
REPORT OF THE AUDIT COMMITTEE | ||
Particular attention was paid to the following significant matters in
relation to the financial statements:
■Demerger of our Ice Cream business: The Committee discussed the
approach and impact of the separation and ultimate demerger of our
Ice Cream business on the discontinued operations disclosure.
■UK Corporate Governance Code: Published on 22 January 2024,
the Code introduced a limited set of changes, most notably relating
to a material controls declaration, which will be required for reporting
years commencing 1 January 2026. Unilever will adopt these
changes for the 2026 financial year when they come into effect.
During 2025, the Committee approved management’s approach to
the identification of material controls. Management has reviewed this
extensively and discussed learnings with the Committee to establish
the approach that will be followed in 2026.
■Presentation of non-underlying items: The Committee considered
management’s responses to its review and observations made by
the external auditor. There were no comments from the SEC.
■Indirect tax provisions and contingent liabilities: Refer to notes 19
and 20 on pages 177 and 178. The Committee agreed that the tax
provisions and judgements around the likelihood, as well as the
disclosures, are appropriate in the Annual Report and Accounts
2025 and the Annual Report on Form 20-F 2025.
■Revenue recognition: The Committee reviewed the adequacy of the
policy around the cut-off and appropriateness of rebate accruals.
For each of the above areas, the Committee considered the key facts
and judgements outlined by management. Members of management
attended the applicable section of the Committee meeting to answer
questions or challenges posed by the Committee. The Committee’s
feedback has been incorporated into the final approach. These matters
were also discussed with the external auditors. See pages 111 to 112
for further information.
The Committee specifically discussed with the external auditor how
management’s judgement and assertions were challenged and how
professional scepticism was demonstrated during the audit of these
areas. This included the disclosures for each matter noted above. The
Committee is satisfied that the relevant accounting policies are in place
in relation to these significant matters and that management
has correctly applied these policies.
In addition to the matters noted above, our external auditors,
as required by auditing standards, also consider the risk of
management override of controls. Nothing has come to our or their
attention to suggest any material misstatement with respect to
suspected or actual fraud.
At the request of the Board, the Committee undertook to:
■review the appropriateness of adopting the going concern basis of
accounting in preparing the annual and half-yearly financial
statements;
■assess whether the business was viable in accordance with the UK
Corporate Governance Code. The assessment included a review of
the principal and emerging risks facing Unilever, their potential
impact and how they were being managed, together with a
discussion as to the appropriate period for the assessment. The
Committee recommended to the Board that there is a reasonable
expectation the Group will be able to continue in operation and meet
its liabilities as they fall due over the three-year period (consistent
with the period of the strategic plan for Unilever PLC) of the
assessment; and
■consider whether the Unilever Annual Report and Accounts 2025
was fair, balanced and understandable, and whether it provided the
necessary information for shareholders to assess the Group’s year-
end position and performance, business model and strategy. To
make this assessment, the Committee reviewed drafts of the Annual
Report and financial statements to ensure key messages were
aligned with the Company’s position, performance and strategy. The
Committee also reviewed the processes and controls that are the
basis for its preparation. The Committee was satisfied that, taken as
a whole, the Unilever Annual Report and Accounts 2025 is fair,
balanced and understandable.
Regulator Correspondence
During the year, the UK Financial Reporting Council (FRC) reviewed
the Company’s Annual Report and Accounts for the year ended 31
December 2024 in accordance with the FRC’s Operating Procedures
for Corporate Reporting Review. The FRC conducted a limited scope
review of the supplier finance arrangements disclosure in the annual
accounts and did not raise any questions. The FRC published this on
its website in December 2025, noting that it did not enter into
substantive correspondence with Unilever. In 2025, Unilever did not
receive any formal notifications or communications from the US
Securities Exchange Commission.
SUSTAINABILITY
The CSRD require large companies operating in the European Union
to report on their sustainability performance in accordance with the
ESRS. The CSRD sets out the requirements, while the ESRS provides
detailed standards for reporting on a range of environmental, social
and governance matters.
During 2025, the Committee received quarterly updates on assurance
planning, benchmarking and key regulatory developments. These
updates included information on planned simplifications under the EU
Omnibus, which impact the CSRD, Corporate Sustainability Due
Diligence Directive (CSDDD) and EU Taxonomy. A more substantial
review of the scope of reporting is planned for 2026. In 2025, the
Committee reviewed proposals relating to the presentation of the
demerger of our Ice Cream business given its significance and limited
reporting precedence or guidance. In 2026, we will review the impact
of the demerger on the double materiality assessment (DMA), targets
and baseline values.
The Committee approved the output of the 2025 DMA in October and
was satisfied it continues to reflect Unilever’s material impacts, risks
and opportunities relating to sustainability matters. The Committee also
reviewed the non-financial disclosures, including ESRS disclosures in
this Annual Report and Accounts.
During the year, the Climate Action 100+ Group discussed how to
accelerate the sustainability agenda. In future years, we expect further
mandatory non-financial reporting standards applicable to the Group,
including the EU Omnibus and international sustainability standards
being developed by the ISSB.
RISK MANAGEMENT & INTERNAL CONTROLS
(ASSURANCE)
The Committee reviewed Unilever’s overall approach to risk
management, risk appetite and control, and its processes, outcomes
and disclosure. The assessment was undertaken through a review of:
■the yearly report detailing the risk identification and assessment
process, together with risk areas identified by management;
■reports from senior management on risk areas for which
the Committee had oversight responsibilities: treasury, tax
and pensions, information security, data privacy, legal and regulatory
compliance, and the project management of business
transformation;
■the Quarterly Risk and Control Status Reports, including Code of
Business Principles cases relating to fraud and financial crimes;
■a summary of control deficiencies identified through controls testing
activities together with action plans to address underlying causes;
■management’s improvements to reporting through further
automation and centralisation; and
■the annual financial plan and Unilever’s dividend policy and dividend
proposals.
Governance Report | Unilever Annual Report on Form 20-F 2025 | 73 |
REPORT OF THE AUDIT COMMITTEE | ||
The Committee reviewed the application of the requirements under
Section 404 of the US Sarbanes-Oxley Act of 2002 with respect to
internal controls over financial reporting. In fulfilling its responsibilities
in relation to risk management and internal controls, the Committee
met regularly with senior members of management and is satisfied with
the key judgements made.
The Committee has completed its 2025 review on both risk
management and internal controls and was satisfied that the process
was effective. Where specific areas for improvement were identified,
adequate mitigating controls were in place, and sustainable process
improvements were underway. Where controls have been impacted by
ongoing transformation, such as the demerger of our Ice Cream
business, actions have been taken to ensure these are appropriately
designed and implemented. The Committee will continue to ensure
that appropriate procedures are in place for detecting and
preventing fraud.
INTERNAL AUDIT
The Committee reviewed Internal Audit’s plan, which focused
on Unilever’s risk areas, including cyber security, financial
control processes, and product safety and quality, and ensured the
necessary resources were in place to complete the plan effectively.
The Internal Audit team is compliant with the new Global Internal Audit
Standards (GIAS), which came into effect in January 2025. The team
has taken steps to prepare for the incoming ‘topical requirements’ in
2026 on cyber security and third parties. The use of data and analytics
continues to enable the team to deliver audits efficiently and with
impact.
The Committee reviewed quarterly and year-end summary reports,
including the results of audit activities and the completion status of
agreed actions. During the year, the Chief Auditor and her leadership
team visited several of the audited markets. Most audits have taken a
hybrid approach of both virtual and physical presence.
Every five years, the Committee engages an independent third party to
perform an effectiveness review of the function. This was last
completed in 2022 and is planned for 2027. In 2025, the Committee
evaluated Internal Audit’s performance and confirmed its effectiveness.
During the year, the Chief Auditor had multiple interactions with
Committee members as part of Committee preparation and
onboarding.
AUDIT OF THE ANNUAL ACCOUNTS
KPMG, Unilever’s external auditors and an independent registered
public accounting firm, reported in depth to the Committee on the
scope and outcome of the annual audit. This included their audit of
internal controls over financial reporting as required by Section 404 of
the US Sarbanes-Oxley Act of 2002. Their reports included audit and
accounting matters, governance and control, and accounting
developments.
The Committee held independent meetings with the external auditors
during the year and reviewed, agreed, discussed and challenged their
audit plan. This included the materiality applied, and the scope and
assessment of the Group’s financial reporting risk profile.
The Committee discussed the views and conclusions of KPMG
regarding management’s treatment of significant transactions and
areas of judgement during the year. The Committee considered these
and is satisfied with the treatment in the financial statements.
EXTERNAL AUDITORS
KPMG have been the Group’s auditors since 2014, and shareholders
approved their reappointment as the Group’s external auditors at the
2025 AGM.
The Committee confirms that the Group is in compliance with
The Statutory Audit Services for Large Companies Market Investigation
(Mandatory Use of Competitive Tender Processes and Audit
Committee Responsibilities) Order 2014, which requires Unilever to
tender the audit every ten years.
The last tender for the audit of the Annual Report and Accounts was
performed in 2022, during which the decision to reappoint KPMG was
unanimously recommended by the Committee and approved by the
Board of Unilever PLC. At present, we are satisfied with the
effectiveness of our current auditors and have no plans to re-tender
before 2032. This position is re-evaluated each year.
Both Unilever and KPMG have safeguards to protect auditor
independence and objectivity, such as audit partner rotation and the
restriction on non-audit services as described below. KPMG issued a
formal letter to the Committee outlining the general procedures to
safeguard independence and objectivity, disclosing all relationships
with the Company, and confirming their audit independence.
Each year, the Committee assesses the effectiveness of the external
audit process, which includes discussing feedback from Committee
members and stakeholders at all levels across Unilever. Interviews are
also held with key senior management within Unilever and KPMG.
The Committee also reviewed the statutory audit, other audit and non-
audit services provided by KPMG and compliance with Unilever’s
documented approach, which prescribes in detail the types of
engagements listed below, for which the external auditors can be used:
■statutory audit services, including audit of subsidiaries;
■other audit services – audits not required by law or regulation;
■non-audit services – work that our external auditors are best placed
to undertake, which may include;
■services required by law or regulation to be performed by the
audit firm; and
■services where knowledge obtained during the audit is relevant to
the service, such as bond issue comfort letters.
Unilever has for many years maintained a policy that prescribes in
detail the types of engagements for which the external auditors can be
used, with all other engagements being prohibited. The policy is
aligned with both UK and SEC regulations and is updated as
necessary.
74 | Unilever Annual Report on Form 20-F 2025 | Governance Report |
REPORT OF THE AUDIT COMMITTEE | ||
Audit Fees
All non-audit services are pre-approved by the Audit Committee in line
with the non-audit service policy. The Committee further reviews all
non-audit services on a quarterly basis to ensure the scope of service
aligns with the list of pre-approved services included in the policy and
that the fees are deemed appropriate, as authorised by Group
management in line with the table of authorities. These authorities are
reviewed regularly and updated as necessary.
The Company has taken appropriate steps to ensure that KPMG LLP
is independent of the Company and has obtained written confirmation
that it complies with guidelines on independence issued by the relevant
accountancy and auditing bodies. Although, during the year, the
Company engaged KPMG LLP for certain audit-related, non-audit
services, the Committee concluded that KPMG LLP remains
independent to provide objectivity in the conduct of the current audit.
Use of auditors for non-audit work
The Committee recognises that the use of audit firms for non-audit
services can potentially give rise to conflicts of interest. The Group has
a formal policy regarding its use of audit firms for non-audit services.
The Committee, in addition to being responsible for the oversight of our
auditor on behalf of the Board, also has the responsibility for
monitoring how the policy is implemented.
In 2025, approved non-audit fees were around 84% of the annual
statutory audit fees. The increase (FY24: 52%) was primarily driven by
the work undertaken in respect of the demerger of our Ice Cream
business. The Committee concluded that provision of these services
by KPMG would not compromise audit quality or threaten auditor
independence and is in accordance with standard practice. KPMG also
sought and received approval from the UK FRC to be engaged for
these same services, as it was likely that for FY25, the non-audit fees
subject to the FRC fee cap requirements, would exceed 70% of the
average statutory audit fee for the previous three years. The
Committee is satisfied that the overall levels of audit-related and non-
audit fees, and the nature of services provided, are such that they will
not compromise the objectivity and independence of our auditor.
Further details are given in note 25 to the financial statements on page
182.
EVALUATION OF THE COMMITTEE
The Committee carried out an assessment of its effectiveness and
performance in the year, facilitated by the consultancy firm No 4.
The Committee considered the output from that process at its meeting
in January 2026. Feedback was also provided to the Board as part of
its overall Board evaluation. The Committee concluded that it is
performing effectively and will remain focused on internal control
and external reporting. The area of evolving sustainability reporting
requirements and cyber security will continue to receive attention by
the Committee.
Adrian Hennah
Chair of the Audit Committee
Susan Kilsby
Ruby Lu
Benoît Potier
Governance Report | Unilever Annual Report on Form 20-F 2025 | 75 |
Report of the
Corporate
Responsibility
Committee
Beyond our reporting and control
responsibilities, we focused this
year on key areas of corporate
and reputational risk, including
litigation, sustainability, business
integrity, and health, safety
and wellbeing.
Judith McKenna
Chair of the Corporate Responsibility Committee
On behalf of the Corporate Responsibility Committee, I am pleased to
present our report for 2025.
During the year, the Committee continued to provide rigorous
governance and oversight of Unilever’s most material corporate
responsibility issues, at a time of increasing scrutiny from consumers,
regulators and wider stakeholders. We worked closely with
management and the Board to oversee key areas of reputational risk
and business integrity, including litigation and sustainability. In addition,
the health, safety and wellbeing of employees is fundamental to
everything we do. We ensured these matters were appropriately
considered and resourced within Unilever’s broader risk management
and decision-making frameworks.
As part of our mandate to support responsible and sustainable
business practices, the Committee reviewed developments
in emerging regulation, human rights, social-first marketing, cyber
security and geopolitics. Our discussions focused on how effectively
Unilever’s policies, controls and governance arrangements remain fit
for purpose. We also addressed strengthening the organisation’s ability
to manage risk while responding to changing stakeholder expectations
and market dynamics.
Unilever has long been recognised for its work in sustainable business,
and in 2025 our focus remained on four priority areas of climate, nature,
plastics and livelihoods. The Committee monitored progress against
these priorities, tested the robustness of management’s plans and the
focus of the innovation pipeline, and supported the disciplined execution
of Unilever’s sustainability strategy and targets. We recognised both the
opportunities and trade-offs involved in delivering long-term value in a
rapidly evolving regulatory and stakeholder environment.
In July 2025, I assumed the role of Chair following the retirement of
Susan Kilsby from the Committee. On behalf of the Committee, I would
like to thank Susan for her exceptional leadership and contribution.
The Committee is well positioned to continue its work with clarity of
purpose and strong governance foundations. I would also like
to express our appreciation to Unilever’s management team for its
ongoing commitment and constructive engagement on the issues
within our remit.
The Committee enters 2026 with strengthened governance practices,
clear business and sustainability priorities, and a sharpened focus on
areas of reputational risk and resilience. These foundations position
Unilever well to navigate an increasingly complex external
environment, and I look forward to working closely with my fellow
Committee members and management in the year ahead.
Judith McKenna
Chair of the Corporate Responsibility Committee
76 | Unilever Annual Report on Form 20-F 2025 | Governance Report |
REPORT OF THE CORPORATE RESPONSIBILITY COMMITTEE | ||
COMMITTEE MEMBERS AND ATTENDANCE
Attendance | |
Judith McKenna Chair (Chair from 1 May 2025) | 4/5 |
Susan Kilsby Former Chair (member until 30 April 2025) | 3/3 |
Ruby Lu | 5/5 |
Benoît Potier | 4/5 |
Zoe Yujnovich (member from 1 May2025) | 4/4 |
This table shows the membership of the Committee together with their
attendance. If Directors are unable to attend a meeting, they have the
opportunity to discuss any agenda items beforehand with the
Committee Chair. Attendance is expressed as the number of meetings
attended out of the number eligible to be attended.
The Corporate Responsibility Committee comprises four
Non-Executive Directors: Judith McKenna (Chair), Ruby Lu,
Benoît Potier and Zoe Yujnovich. Susan Kilsby (Former Chair) retired
from the Committee in April 2025.
The Chief R&D Officer and the Chief Corporate Affairs and
Sustainability Officer attend the Committee meetings. The Board Chair,
the Chief Legal Officer and Group Company Secretary, and subject
matter experts from litigation, business integrity, safety, health
and wellbeing, and supply chain may also join the Committee’s
discussions. Other members of management may join at the Chair’s
invitation.
ROLE OF THE COMMITTEE
The Corporate Responsibility Committee oversees Unilever’s conduct
as a responsible global business. A core part of its remit
is its governance and oversight on key areas of corporate reputation
and risk management.
Part of this responsibility is reviewing and managing sustainability-
related risks, opportunities and trends that are material to Unilever. The
Committee also reviews and provides recommendations to the Board
about the Climate Transition Action Plan (CTAP), which sets out the
actions Unilever intends to take to reduce the business’s direct and
indirect emissions and make progress on our net zero goal by 2039.
The Committee oversees business integrity, health, safety
and wellbeing, as well as significant litigation matters with potential
reputational risk for the Company. The Committee also has oversight
of Unilever’s conduct regarding corporate and societal obligations, and
its reputation as a responsible company. This includes Unilever’s Code
of Business Principles and third-party compliance with our Responsible
Partner Policy.
The Committee considers the Company’s influence and impact on
stakeholders. Central to this is the identification of external
developments and risks that are likely to impact Unilever’s corporate
reputation and to ensure that appropriate and effective policies and
practices are in place, ensuring that both Unilever’s direct employees
and those working within the Company’s value chain comply with the
expected standards of conduct.
The Committee’s discussions are informed by the experience of the
Unilever Leadership Executive, which is accountable for driving
responsible and sustainable growth through Unilever’s operations,
Business Groups, value chain and brands. The Chief R&D Officer
leads on behalf of management, with further senior leaders invited to
the Committee as relevant to share their perspectives and insights on
key issues, challenges and external developments.
The Committee’s terms of reference are set out at: www.unilever.com/
investors/corporate-governance.
HOW THE COMMITTEE HAS DISCHARGED ITS
RESPONSIBILITIES
In 2025, the Committee’s principal activities were as follows:
Navigating a changing external landscape
As a business, we continue to navigate growing economic,
environmental and social challenges. Many of the challenges, such as
climate change, nature degradation and plastic pollution, are
compounded by growing geopolitical divides and economic difficulties. At
the same time, there is an increase in the nature and complexity of
litigation matters requiring the utmost diligence and awareness of
emerging risks, and capacity to respond.
Overseeing Code of Business Principles compliance
Our consumers trust us to do business with integrity. Maintaining our
reputation and continued business success requires the highest
standards of behaviour and compliance. The Code and associated
Code Policies set out the ethical standards of conduct expected of all
Unilever employees. Any breach is classified as a legal and
compliance risk to the business (see page 37).
The Corporate Responsibility Committee oversees the Code and Code
Policies, including those related to anti-corruption and bribery, ensuring
they remain fit for purpose and are appropriately applied, including the
mechanisms for implementing the Code and Code Policies.
In 2025, the Committee approved updates to our Code of Business
Principles to improve clarity, make it easier for employees to raise
concerns, and strengthen controls for sourcing, quality and
recordkeeping. Three additional policies were also updated to address
AI‑related risks in intellectual property, data privacy and marketing.
The Committee actively reviews an analysis of investigations into non-
compliance with the Code and Code Policies, including those related to
anti-corruption and bribery, and discusses any trends or learnings
arising from these investigations. The Committee noted the significant
improvement in investigation process and case closure times. There
were no material matters in the context of the Unilever Group.
This year, the Committee acknowledged the continued progress in
employees being able to raise concerns and the strong recognition of
Business Integrity in the UniVoice survey.
Responsible Partner Policy (RPP) compliance
Extending Unilever’s business principles to suppliers and distributors is
essential if Unilever is to do business with integrity, demonstrate high
standards and fight corruption in all forms. The Responsible Partner
Policy (RPP) sets out Unilever’s requirements that third parties conduct
business with integrity and with respect for human rights and core labour
principles. Breaches of third-party compliance can pose a risk to the
business.
The Committee rigorously examines Unilever’s compliance processes
and programmes, and management of the risk of external business
partnerships. In addition, the Committee tracks compliance with
Unilever’s RPP to identify any trends or process improvements. This
year, the Committee focused on the new compliance system,
strengthening governance, extending coverage to suppliers of non-
integrated spends, as well as sharpening audits and enhanced
anti‑bribery and sanctions screening.
Promoting safety and security
Safety, Health and Environment (SHE) remain fundamental to Unilever.
Unilever is focused on promoting a safety-first culture, and “Unilever is
committed to my safety” was the top-rated question in our UniVoice
survey.
Governance Report | Unilever Annual Report on Form 20-F 2025 | 77 |
REPORT OF THE CORPORATE RESPONSIBILITY COMMITTEE | ||
The Committee oversees Unilever’s approach to safety. It reviewed
performance, including the Total Recordable Frequency Rate (TRFR),
as reported under one of the Health and Safety Metrics. The
Committee noted continued reductions in injuries, fatalities and risk
exposure, driven by data‑led prioritisation, strengthened road safety
and process safety programmes, and enhanced digital and cultural
interventions.
Global security risks remained manageable amid rising youth‑led
activism, persistent (though regionally shifting) theft patterns, and
strengthened capabilities across site security, investigations, partner
oversight and field operations. Looking ahead, focused resilience
planning and enhanced readiness measures will support continuity
through major upcoming events and heightened geopolitical volatility,
including contentious election cycles in key markets.
Improving the health and wellbeing of employees
The Committee holds responsibility for the health and wellbeing of
Unilever employees, and protection from hazards. In a time of public
health threats, natural disasters, geopolitical conflicts and increasing
global burden of chronic health conditions, proactive and focused
management is essential to optimise employee wellbeing.
This year, the Committee commended the meaningful improvements in
the health and wellbeing of employees, reflecting the impact of
Unilever’s long-term commitment to prevention-led programmes.
Unilever’s global Healthier U initiative now reaches more than 59,000
employees across 56 countries and is delivering independently
validated gains in overall health, quality of life and reduced time away
from work. These outcomes underscore the strong foundations
Unilever has built to support a resilient, high-performing workforce.
The Committee will support management in continued prioritisation,
embedding a culture of psychological safety and constructive
challenge, and sustaining investment in prevention-led approaches
that help every colleague thrive.
Respecting and promoting human rights
Respect for human rights remains a foundation of Unilever’s business,
serving to reduce risk, enhance reputation and support brand growth.
While we acknowledge that business can contribute to positive human
rights outcomes, we must ensure that we are first addressing any harm
and the ongoing human rights challenges that continue to be found in
every global value chain.
The Committee evaluated the Human Rights strategy, governance and
accountability, focusing on priorities and potential risks to ensure clarity
and alignment with our ambition and legal obligations, including
conducting heightened human rights due diligence, proportionate to
the potential risks.
The Committee also reviewed Unilever’s 2025 Modern Slavery
Statement. The statement is part of Unilever’s legislative requirement
to annually publish a statement describing the steps taken to prevent
modern slavery in the business and supply chain. In 2024, the
Statement focused on the continued implementation of our forced
labour action plan, engagement with rightsholders and programme
evaluation.
Delivering ambitious new sustainability goals
Unilever’s sustainability strategy focuses on four priorities: climate,
nature, plastics and livelihoods. These priorities are of material
importance to the business, and where we have the potential to make
the biggest impact.
The Committee discussed operational delivery and performance
management, as well as opportunities to leverage Unilever’s brands to
drive retailer activation and consumer preference for sustainability. The
Committee also discussed material sustainability-related risks and
opportunities for the business.
Sustainability Reporting Risks
This year, the Committee discussed the new reporting requirements
under the European Sustainability Reporting Standards (ESRS) and
the proposed approach, including consolidating existing reporting
requirements on Task Force on Climate-related Financial Disclosures
and the Climate Transition Action Plan.
The Committee provided guidance on potential reputational risks that
may arise from the ESRS sustainability statement.
Sustainability Progress Index (SPI)
Unilever’s Reward Framework includes a Performance Share Plan
(PSP). This long-term incentive plan is linked to financial performance,
as well as performance against sustainability goals (see pages 99 to
100).
To come to a view on Unilever’s performance on its sustainability goals
for the purposes of reward, the Committee and the Remuneration
Committee (RC) jointly evaluate performance against a Sustainability
Progress Index (SPI).
2025 SPI outcome
SPI performance is determined by four equally weighted KPIs and
targets – one for each of Unilever’s sustainability pillars. In making
their assessment, the Committee and the RC review quantitative and
qualitative progress across the sustainability pillar and delivery against
the respective sustainability targets.
The Committee considers the performance outcome of SPI and
provides relevant input and guidance to the RC in relation to the
recommendation on SPI outcome. This joint assessment forms part of
the RC’s overall recommendation on the SPI outcome (see page 97).
Sustainability Progress Index 2026–2028
As agreed in 2023 during the Directors’ Remuneration Policy review,
from SPI 2024–2026 onwards, the SPI will be assessed using four
metrics aligned with Unilever’s sustainability focus areas. Each target
will have a numeric performance range (threshold and maximum) that
will drive the outcome, and the target will be disclosed prospectively for
a three-year period.
The Committee and the RC reviewed and approved the targets for
2028, as they relate to PSP 2026–2028, including the shift on plastics
to focus on paper-based flexible packaging.
EVALUATION OF THE CORPORATE
RESPONSIBILITY COMMITTEE
As part of Unilever’s governance, Unilever undertakes an evaluation of
its Committees every year. In 2025, the evaluation was conducted by
the consultancy firm No 4 and was overseen by the Chair of the
Company and the Chief Legal Officer and Group Company Secretary.
Feedback was provided to the Board, including Committee members,
as part of its evaluation of the overall effectiveness of the Board. It was
concluded that the Committee is performing effectively.
Judith McKenna
Chair of the Corporate Responsibility Committee
Ruby Lu
Benoît Potier
Zoe Yujnovich
78 | Unilever Annual Report on Form 20-F 2025 | Governance Report |
Directors’
Remuneration
Report
We believe our new Policy will equip
us with the right remuneration tools to
serve our global business effectively,
incentivise the delivery of our strategic
objectives and drive top-third
shareholder returns.
Susan Kilsby
Chair of the Remuneration Committee
CONTENTS | page | |
2025 remuneration at a glance | 84 | |
2026 remuneration at a glance | 86 | |
Remuneration Policy 2026 | 87 | |
Single figure of total remuneration for 2025 | 96 | |
2025 annual bonus outcome | 97 | |
2023-2025 PSP outcome | 97 | |
2026-2028 PSP targets | 99 | |
Shareholding requirement & share interests | 100 | |
Payments to former Directors | 101 | |
Non-Executive Directors | 102 | |
CEO pay ratios | 105 | |
CEO total remuneration ten-year history | 107 |
On behalf of the Remuneration Committee, I am pleased to present
Unilever’s Directors’ Remuneration Report for the financial year ended
31 December 2025. It describes the 2025 remuneration outcomes under
the current Directors’ Remuneration Policy, as well as outlining our
proposals for a new Policy, for which we are seeking shareholder
approval at the 2026 AGM.
Unilever remains committed to ongoing shareholder dialogue. At the
AGM on 30 April 2025, 72.29% of votes were cast in favour of the
Directors’ Remuneration Report. Following the AGM, the Company
engaged with shareholders to gain deeper insight into views on our
approach to remuneration. This consultation included our largest
shareholders – representing 46.3% of the share register – as well as
other shareholders who voted against the Remuneration Report and
several proxy agencies. Further detail is set out on page 108.
We would like to thank all of the shareholders and proxy agencies for
their valuable feedback, which was taken into account when
considering our approach to remuneration policy and practice. Further
details on the outcome of this consultation, as well as how it impacted
our approach, are set out on page 81.
EXECUTIVE DIRECTOR CHANGES
Hein Schumacher stepped down as CEO and as a Board Director with
effect from 1 March 2025 by mutual agreement and left the Company
on 31 May 2025. Fernando Fernandez was appointed CEO on 1
March 2025, having served as CFO since 1 January 2024.
The remuneration package for Fernando Fernandez on appointment
and departure terms for Hein Schumacher were disclosed last year in
the 2024 Directors’ Remuneration Report. See pages 96 and 109 of that
report respectively for further details.
Srinivas Phatak was appointed to the Board and Unilever Leadership
Executive as CFO on 16 September 2025, following a thorough
internal and external search process. His remuneration on appointment
comprised fixed pay of €1,175,000, maximum annual bonus
opportunity of 180% of fixed pay and maximum Performance Share
Plan (PSP) opportunity of 320% of fixed pay, all in line with the current
Directors’ Remuneration Policy. The fixed pay for Srinivas Phatak has
been set at a lower level than the previous CFO’s salary.
The Committee took into account previous shareholder feedback in
determining the departure terms for Hein Schumacher and in setting
remuneration for the appointment of Srinivas Phatak. More details are
set out on page 108.
BUSINESS AND PERFORMANCE CONTEXT
We have outperformed markets and achieved progress on many fronts
during 2025. We delivered broad-based underlying sales growth (USG)
and volume growth (UVG) despite relatively subdued markets, with
growth accelerating during the year. Operating profit growth was
comfortably above the top third of peers, and flat on prior year despite
material currency headwinds. We focused our portfolio on higher-growth
categories, accelerated our global marketing shift to drive Desire at Scale
and delivered on our commitment to drive volume growth, positive mix
and strong gross margin. We also landed a strong innovation plan, drove
improvements in key emerging markets and successfully completed the
demerger of our Ice Cream business.
We come from a position of strength, with sharper focus and
disciplined execution, and we believe with the right structure we can
drive higher performance. The actions taken by Fernando since his
appointment in March 2025 have strengthened the foundations for
improved performance in the years ahead. We are confident
in his ability to deliver Unilever’s financial ambitions and deliver top-
third total shareholder returns.
2025 INCENTIVE OUTCOMES
2025 annual bonus
Despite strong performance as outlined above, the formulaic outcome
under the 2025 annual bonus plan was determined as 70% of
target opportunity for the Executive Directors, which highlights the
stretching targets we have set for ourselves. Cash performance
was ahead of target, with cash conversion at around 100%. While
the USG and underlying operating profit (UOP) outcomes scored
below our stretching target, the Committee believes that performance
has been strong in light of market factors. In particular, USG of 3.6% and
UVG of 1.6% are in the top third of our peers and there has been
improvement in turnover-weighted market share compared to the prior
year.
Governance Report | Unilever Annual Report on Form 20-F 2025 | 79 |
DIRECTORS’ REMUNERATION REPORT | ||
The UOP outcome has been negatively impacted by the exceptional
devaluation of the dollar against the euro in 2025. On a constant currency
basis, UOP was up 8.7% in the year, with overheads and productivity
delivery ahead of plan, restructuring costs below budget and an increase in
brand and marketing investment. While the Committee believes the
formulaic score does not fully reflect the strong performance delivery, it is
committed to measuring UOP based on actual currency outcomes and has
therefore not made any adjustment to the formulaic bonus outcome for
Executive Directors.
2023–2025 Performance Share Plan (PSP)
The formulaic outcome under the 2023–2025 PSP was determined
at 135% of target opportunity. This was driven by strong ROIC
performance at 19.0%, ahead of the maximum of the target range.
Cumulative free cash flow of €20.1bn was also delivered above target.
There was significant over-delivery against the sustainability targets in
2025 which produced an above-target outcome across the three-year
performance period. Against the Competitiveness measure, the three-year
outcome was below target but performance has improved each year and
for 2025, 58% of the business won market share, ahead of the three-year
target. The Committee reviewed the overall PSP outcome within the
broader performance context and determined that the vesting outcome of
135% of target was appropriate.
REMUNERATION POLICY REVIEW
We are reviewing our Remuneration Policy a year earlier than the usual
three-year timeframe, which is a reflection of our desire to act decisively
and at pace to set the organisation up for success. We have consulted
extensively with our largest shareholders, key institutional investors and
proxy advisers to understand their views on our remuneration structures
and challenges, as well as the wider market context. We received support
for our proposals from the majority of those consulted. More details are set
out later in my letter on how we engaged shareholders and how their views
helped to shape the new Remuneration Policy.
We strongly believe this is the right time to review the Policy to ensure that
it best supports our strategy, with the ultimate goal to deliver top-third
shareholder returns. Further context is set out below.
Delivering shareholder value through a high-
performance culture
Following the appointment of Fernando Fernandez as CEO in March 2025,
the strategy has been redefined to ensure that leaders and teams are fully
focused on our core business priorities. These priorities are designed to
deliver market outperformance through volume growth and gross margin
expansion. Our agenda is clear: desirable and superior brands, flawless
execution and a company fully aligned on how we win – in every category,
every geography, every day.
Fernando is committed to being a frontline CEO and, throughout 2025, has
focused much of his time on market agendas to reinforce the strategy and
stay connected to innovation and execution on the ground. This also
reflects our Play to Win cultural transformation that we have been
implementing throughout the business, sharpening focus on individual and
collective performance, productivity improvements and outperforming
competitors. We have used the productivity programme as an opportunity
to further streamline our organisation model and ways of working at a
market level, giving more direct accountability to sales and marketing
teams for swift customer and consumer-facing decisions. We have also
implemented a new global performance management process linked to
significantly more differentiated bonus outcomes – nearly half of
participants in the most recent cycle received an individual performance
rating materially above or below target compared to only 1 in 6 people in
previous cycles.
To achieve our ambition of sustainable growth, we need the
right remuneration tools to continue to attract the best people across all
regions, with differentiated reward for high performance.
Uncompromising on talent in a highly competitive
global market
We also need to address the increasing challenges we face in attracting
high-calibre talent across all regions in a very competitive global market.
We need the best people in the top roles in order to drive growth.
The changes we have made to support our strategic direction, particularly
in the US and other priority growth areas, require us to build our talent base
and structure reward appropriately within that global context. The US is a
critical growth engine, having delivered 12 consecutive quarters of volume
growth and five consecutive quarters above 4%. Beauty & Wellbeing,
which is another strategic focus for Unilever, is also primarily driven out of
the US. The US (together with India) comprises 32% of total Unilever
turnover, and in the medium term is expected to grow to 45% of total
Unilever turnover, which would require revenue growth to significantly
outstrip competitors in these geographies. To support this ambition, it is
essential that we are able to attract the best talent in these growth markets
and with the industry and local knowledge required for the roles. It will
therefore be of increasing importance that we can compete effectively in
the US talent market.
We currently have no US-based individuals on the top executive team and
only 7% of the next level of leadership are US-based. This is a reflection of
the challenges we are having in attracting senior US talent into Unilever, in
a competitive market with a limited number of potential candidates. To
achieve our stated ambition, we believe we will need 20 to 30 new hires in
the US across the top three tiers of Unilever. Achieving this will require
competitive compensation aligned with market expectations.
The structure and quantum of remuneration at Executive Director level
effectively sets a ceiling on pay for other senior talent. Given that the
governance and pay environment is considerably more restrictive in the UK
than elsewhere, our current remuneration structure does not allow us to
compete effectively for the best talent globally. Particularly for US-based
roles, when benchmarking against general industry survey data and
disclosed US executive pay, there is a significant gap in long-term incentive
opportunity and total compensation. We have been in the market over the
past year and have seen live examples of US candidates whose current
pay packages are unaffordable without creating significant relativity or pay
compression issues. In addition, these candidates often have less
restrictive pay structures (e.g. no bonus deferral and less onerous
shareholding requirements). Below are just three examples of a wider pool
of external US candidates, whose compensation packages were
unaffordable in our current remuneration structure.
Candidate 1: With only a modest uplift, the package would have
been close to Unilever’s CFO pay. Our bonus deferral structure and post-
vesting retention period on PSP would have also necessitated substantial
one-off payments to bridge the cash flow impact.
Candidate 2: The candidate’s current pay was higher than our CFO and
close to our CEO’s total pay. The candidate also received significant
housing and schooling support. Target long-term incentive (restricted stock,
matching shares and performance shares) was 66% higher than Unilever’s
and target bonus was 40% higher. Substantial one-off payments would
also have been required to offset the loss of expatriate benefits and bridge
the cash flow impact of bonus deferral and retention periods.
Candidate 3: Significantly higher target remuneration, with share options
and performance shares, as well as significantly higher benefits. With our
current levels of incentive opportunities, a fixed pay package well in excess
of our current CEO’s pay would have been required just to match the
candidate’s current package.
The current limits on incentive structures at Unilever are a competitive
disadvantage as we work to attract strong succession candidates for the
top jobs. We also wish to avoid paying more than is necessary in fixed,
non-performance-based pay to match a candidate’s total pay package,
purely as a result of the current limitations we have on incentive
opportunities.
80 | Unilever Annual Report on Form 20-F 2025 | Governance Report |
DIRECTORS’ REMUNERATION REPORT | ||
Global pay benchmarking peer group
We are not proposing any changes to our pay benchmarking group,
which was set in 2024 and supported by 97.7% of shareholders at our
2024 AGM. This peer group comprises 20 talent competitors from
across the sector. It is well balanced, with only one-third from the US
and the rest being UK and European companies. There were no Asian
or Latin American listed companies that met the size and sector
criteria.
We recently reviewed our pay benchmarking peer group to assess the
impact of the demerger of our Ice Cream business. The peer group
remains appropriate as Unilever is still above median on market
capitalisation and above upper quartile on revenue. This peer group is
used by the Committee to evaluate the market competitiveness of total
remuneration.
The table below shows that Unilever is one of the largest companies in
the peer group in terms of market capitalisation, revenue, headcount
and geographical complexity.
Global pay benchmarking peer group – Unilever ranks at upper quartile for size and complexity
Company | Revenue (€m) | Market Cap (€m) | Employees | Countries with product sales |
Nestlé | ||||
PepsiCo | ||||
LVMH | ||||
Procter & Gamble | ||||
Unilever | ||||
AB InBev | ||||
Coca-Cola | ||||
L'Oréal | ||||
Mondelēz | ||||
British American Tobacco plc | ||||
Heineken | ||||
Median | ||||
Danone | ||||
Kraft Heinz | ||||
Henkel | ||||
Colgate-Palmolive | ||||
Kimberly-Clark | ||||
Diageo | ||||
Reckitt Benckiser | ||||
Haleon | ||||
Pernod-Ricard | ||||
Beiersdorf | ||||
Unilever rank | 5th of 21 | 7th of 21 | 5th of 21 | 5th of 21 |
Ensuring pay levels are commensurate with
Unilever’s size and complexity
For a number of years, total pay levels for our Executive Directors
have been materially below market levels. Our current Policy states
that our intention is to pay ‘at or around median’ of our global peer
group. We have not achieved this due to our incentive levels being
materially below those of our peers.
We believe that Executive Directors at Unilever should be paid at least
at the median of our global peer group, given the size and complexity
of our business and the highly competitive market in which we operate.
Unilever is the 5th largest company by revenue out of 21 global peers
(including Unilever). Our Policy proposals re-position the CEO and
CFO’s total target compensation opportunity at market median,
delivered through
higher long-term incentives that will only pay out if stretching
performance conditions are met.
The Committee also considered our proposals versus the FTSE 10, as
a secondary reference point to ensure we are within typical UK norms.
Unilever is currently the 4th largest company listed in the UK by market
capitalisation and the proposed total opportunity for the CEO is ranked
around the upper quartile of this group, noting that there is only a 2%
gap between the median and upper quartile. We are also aware that a
number of these companies are also seeking shareholder approval for
a new Policy which may reduce our competitiveness further.
Proposed total target compensation for the CEO is illustrated below at
median versus our global peer group.
GLOBAL PAY BENCHMARKING PEER GROUP – CEO TARGET COMPENSATION OPPORTUNITY
30
25
20
15
10
5
0
€m
PROPOSED
CURRENT
Fixed Pay | Target Total Compensation | ||||||
* Long-term incentives at these peer companies include restricted shares and/or share options.
Governance Report | Unilever Annual Report on Form 20-F 2025 | 81 |
DIRECTORS’ REMUNERATION REPORT | ||
TSR peer group
A different peer group is used to measure Unilever’s relative TSR
performance. This comprises 18 international companies in the
consumer goods/staples sector with whom Unilever competes for
market share. There is significant crossover with the global pay
benchmarking peer group, except that it includes more US-listed
businesses and does not include alcohol/tobacco/luxury companies
that are subject to different market forces.
The TSR peer group for 2026 is unchanged and consists of:
Beiersdorf, Church & Dwight, Coca-Cola, Colgate-Palmolive, Danone,
Estée Lauder, General Mills, Haleon, Henkel, Kenvue, Kimberly-Clark,
Kraft Heinz, L’Oréal, Mondelēz, Nestlé, PepsiCo, Procter & Gamble,
and Reckitt Benckiser.
Note that the global pay benchmarking peer group provides a more
conservative median total target remuneration number (~15% lower)
than the TSR peer group.
Key changes proposed under the new Policy We are re-committing to our Performance Share Plan as the most effective long-term incentive to drive a high-performance culture and long-term growth for shareholders. We are not changing any of the performance measures or weightings under the incentive plans. We are also retaining the same global pay benchmarking peer group. Our proposed Policy changes result in total target remuneration positioned at the median of our global benchmarking peer group. This is entirely consistent with the market positioning under our existing Policy, previously agreed with shareholders, and is commensurate with Unilever’s size and complexity after accounting for the demerger of our Ice Cream business. We have designed the package to deliver median total target remuneration through a lower headline salary and lower short-term pay, but higher long-term incentives and more upside opportunity for outperforming targets. This means that a greater proportion of remuneration is variable (from 78% to 82% of total target remuneration) and focused on driving long-term performance (from 44% to 57% of total target remuneration). | |
■Base salary will be reduced and a pension allowance introduced at 11% of base salary (aligned with the rate available to the wider workforce). Overall fixed pay will remain at current levels but variable pay will be a multiple of base salary rather than fixed pay previously. | |
■No change to target bonus opportunity; maximum bonus increased from 1.5x to 2x target to align with typical market practice and incentivise outperformance. | |
■Short-term target compensation reduced by 6%, with incentives based on the lower salary after being decoupled from fixed pay. | |
■Target PSP increased from 200% of fixed pay to 350% of base salary (with maximum PSP increasing from 400% of fixed pay to 700% of base salary) to provide a market-competitive total remuneration opportunity, subject to delivering sustainable long-term improvements in performance. | |
■Shareholding requirement increased from 500% of fixed pay to 700% of base salary (for the CEO) to align with the maximum PSP opportunity and ensure strong alignment of executive and shareholder interests. These requirements continue to apply in full for two years on cessation of employment. | |
■Bonus deferral removed once the shareholding requirement is met, as we believe the exceptionally high shareholding requirement is the most appropriate tool to manage alignment with shareholders’ interests. | |
■Malus and clawback provisions strengthened to ensure a robust approach to risk management and enforceability. |
Shareholder engagement
We undertook comprehensive consultation with our largest
shareholders, key institutional investors and proxy advisers during the
second half of 2025 and early 2026 in respect of the review of the
Remuneration Policy. We had discussions with around 30
shareholders and proxy advisers during this time. Shareholder
feedback was broadly supportive of the policy proposals in principle.
These conversations reaffirmed the relevance and validity of the
current performance measures and the importance of a rigorous
approach to target setting to ensure sufficient levels of stretch given
the increased incentive opportunity. They also reaffirmed the policy’s
emphasis on long-term variable pay through the existing Performance
Share Plan.
As a result of our constructive and largely supportive discussions with
shareholders, as well as some concerns about the impact of removing
bonus deferral on the Company’s ability to apply clawback, the
Committee decided to undertake an external legal review of our malus
and clawback provisions to ensure adequate risk management. Under
the new policy, the malus triggers have been tightened and the
clawback triggers have been extended to match those for malus. In
addition, there has been a comprehensive review of supporting policy
and procedural documentation to ensure we have a robust position in
terms of our ability to enforce the policy in practice. The changes
include creating stronger employee awareness of the purpose and
operation of malus and clawback.
Shareholder feedback also led the Committee to increase the
shareholding requirement under the new Policy, to reflect the higher
maximum PSP opportunity and ensure even stronger alignment with
shareholder interests over the long term.
Finally, shareholder consultation provided the Committee with a clear
view on certain elements of disclosure that should be explained in
detail. These included the approach to target setting, the nature of the
challenge in relation to talent attraction and global competitiveness,
and the rationale for the global pay benchmarking peer group.
Performance measures and target setting
We are not proposing to make any changes to our performance
measures and weightings. We believe these measures remain well
aligned to our strategic aims and are the most critical drivers of
consistent and competitive growth. See page 99 for more detail on the
measures and how they link to strategy. Performance measures were
changed in 2024 to better align with shareholder feedback, including the
introduction of relative TSR and sales growth in the PSP and the
inclusion of restructuring costs in the profit measure under the bonus
plan. These changes have been well supported by our shareholders.
Our investment case sets out our commitment to deliver mid-single-digit
USG growth through a step-up in volumes at improved gross margins,
generating top-third shareholder returns (see the value creation plan on
page 13). Volume is incentivised through the USG measure, ensuring
the right balance of price and volume. Total category market share is
incentivised through the executive team’s individual goals, which are
directly linked to bonus. Gross margin is incentivised through the UOP
measure, ensuring the right balance of growth and price.
The Committee carefully considers targets following consistent and
rigorous analysis of a number of factors:
■Historical position: targets compared to prior-year targets and past
outcomes;
■Future expectations: forecast performance and scenario testing of
upside opportunities and downside risk;
■Peer performance: historical and anticipated performance of peers
in the context of market and sector trends, as well as market
practice on ranges versus target; and
■Market perspective: analyst views on the forecast performance of
Unilever and peers.
Our bonus targets cascade to many thousands of employees, and the PSP
targets apply to nearly 400 senior leaders, and we ensure these targets act
as an effective incentive for all.
82 | Unilever Annual Report on Form 20-F 2025 | Governance Report |
DIRECTORS’ REMUNERATION REPORT | ||
The financial targets for the 2026 bonus plan, based on USG growth, UOP
growth less restructuring, and free cash flow, will be disclosed in next year's
Directors' Remuneration Report.
The financial targets for 2026–2028 PSP awards are shown on page 99.
The Committee discussed and agreed targets over three separate
meetings, following the approach outlined above. We set the maximum of
target ranges for financial measures at or beyond the top end of our
reference set of market and peer data points, taking account of expectations
of performance in our peer group.
It should also be noted that 55% of the PSP award (based on USG and
TSR) has 25% of maximum vesting at threshold and 45% of the award
(based on ROIC and SPI) has zero vesting at threshold. In total, this means
13.75% of maximum vests for threshold performance, which is significantly
below typical market practice (20%-25% for the FTSE 30).
We are confident these targets provide significant levels of stretch for our
business and are ambitious relative to market conditions and comparable
peer performance, as set out below. As mentioned by our CEO during our
results presentation on 12 February 2026, in the context of slower markets,
we guided towards the bottom end of our USG range (between 4% and 6%)
for 2026, which highlights our belief that the environment for the next PSP
award is more challenging than the expectations we had when we set the
targets in 2025.
USG
25% of the PSP award is based on USG performance.
Our USG target range has been set such that threshold vesting (50% of
target, or 25% of maximum) occurs for USG of 3% and maximum vesting
(200% of target) for USG of 6.3%.
This performance range is:
■Aligned and directly linked to the delivery of our stated value creation plan
to deliver mid-single-digit growth in USG, with the maximum set above
our guidance of 4–6%.
■Stretching versus consensus of ~4% (which would deliver a below target
outcome) and recent Unilever performance (3.6% in 2025 and 4.2% in
2024).
■Stretching versus global consumer peer companies' performance
– our USG threshold for 2026 is set above the level of the median actual
USG performance achieved by our peers in 2025. Our maximum of 6.3%
is in excess of the highest consensus forecast within our peer group
(average at 3%).
■Stretching versus known PSP ranges at UK-listed consumer peer
companies (noting that disclosure of prospective targets is weaker in
many geographies). Compared to FTSE consumer peers who provide
clear prospective disclosure, the maximum performance we require for
the PSP to fully vest is beyond the maximum of the equivalent ranges
disclosed for 2025 awards.
ROIC
30% of the PSP award is based on ROIC performance.
The proposed targets for the 2026–2028 PSP are unchanged at 18.5%–
19.5%, fully in line with our stated ambition to deliver ROIC in the high
teens, as we continue to invest in line with our capital allocation policy.
These targets have been progressively stretched in each of our last three
PSP cycles. As a company, we are not targeting an ever-increasing ROIC,
as this would limit our investment opportunities and prevent us from
investing in value-accretive projects. We are comfortable that seeking to
maintain this strong and stretching ROIC goal, alongside growing USG and
shareholder value, is an effective incentive.
TSR
30% of the PSP award is based on relative TSR performance.
The peer group used to measure our relative TSR performance
is unchanged from prior years (see previous section on peer groups). We
have reviewed the TSR peer group in the context of the demerger of our Ice
Cream business and are comfortable
this remains appropriate. For the relative TSR measure, threshold vesting
will remain at median versus the peer group and maximum at upper
quartile. This vesting schedule is in line with typical UK practice. However, it
is materially more challenging than many of our global peers (around half of
our peers set threshold below median, typically at lower quartile).
Sustainability Progress Index (SPI)
15% of the PSP award is based on SPI performance.
Rapid changes in societal expectations, consumer preferences
and regulation underline the continued importance of Unilever’s
sustainability agenda – protecting and enhancing the value of our business
through innovation, operational efficiency and supply chain resilience.
Across the four key focus areas, we have set progressively more stretching
targets each year in service of our long-term sustainability strategy. In
setting these targets, we also consider the competitive context to ensure
that we are challenging ourselves appropriately compared to peers. More
detail on the 2026–2028 SPI targets is set out on pages 99 to 100.
In summary
We believe the proposed Policy delivers appropriate total compensation
commensurate with the size and complexity of our business, noting that our
market capitalisation is closer to the upper quartile of our peer group. In
accordance with the key principle of pay for performance, we have
rebalanced the package with a higher proportion of variable pay and long-
term performance than before, and a simpler and more transparent pay
structure that allows direct comparison with peers. The focus on
outperformance, with more upside pay opportunity in return for delivery
against ambitious targets, is consistent with our strategy. The intention is to
balance the realities of the global talent market while recognising the
corporate governance expectations of a FTSE-listed business.
We have made significant changes to Unilever over the past year:
the appointment of a new CEO and CFO, the sharpening of our strategy
and culture to include a stronger focus on the US market, the demerger of
our Ice Cream business, and responding to heightened global competition
for senior talent. This represents a natural and appropriate inflection point to
reset our remuneration framework to fully support the delivery of superior
performance.
We believe our new Policy will equip us with the right remuneration tools to
serve our global business effectively, incentivise the delivery of our strategic
objectives and drive top-third shareholder returns.
NON-EXECUTIVE DIRECTOR FEES
Following a detailed review, the Committee decided to increase the Chair
fee by 10% to £800,000 per year, effective 1 April 2026. This is market-
competitive versus the FTSE 30, recognising that the size of Unilever
is considerably above the upper quartile of this group.
Personally, and on behalf of the Committee and the entire Board, I would
like to thank all shareholders who shared their perspectives on our
proposals, as well as those who provided feedback on last year’s Directors’
Remuneration Report and the subsequent vote. We have taken this
feedback into account in designing our Policy proposals and in the way pay
was implemented over the past year. We will continue to seek out and listen
to your views to help us shape what is right for the business, now and over
the long term.
Thank you for your valued input and support.
Susan Kilsby
Chair of the Remuneration Committee
Governance Report | Unilever Annual Report on Form 20-F 2025 | 83 |
DIRECTORS’ REMUNERATION REPORT | ||
Committee summary
COMMITTEE MEMBERS AND ATTENDANCE
Attendance | |
Susan Kilsby (Chair from 1 May 2025) | 2/2 |
Andrea Jung (Chair until 30 April 2025) | 3/3 |
Judith McKenna | 5/5 |
Ian Meakins | 5/5 |
Nelson Peltz | 5/5 |
This table shows the membership of the Remuneration Committee
together with their attendance at scheduled meetings during 2025.
Attendance is expressed as the number of meetings attended out of
the number eligible to attend.
The Committee is comprised of four Non-Executive Directors, including
Andrea Jung as Chair until 30 April 2025 and Susan Kilsby from 1 May
2025.
Other attendees at Committee meetings in 2025 included the
Committee Secretary, Chief Executive Officer, Chief Financial Officer,
Chief People Officer, Interim Head of Reward, Chief Reward Officer,
EVP Strategy & Performance, Head of Executive Compensation, Chief
Corporate Affairs & Sustainability Officer, Chief R&D Officer, and
advisers to the Committee (see below).
No individual Executive Director was present when their own
remuneration was being determined, to ensure there was no conflict of
interest.
ROLE OF THE COMMITTEE
The Committee’s remit is to determine the remuneration and benefits
of the Directors and other members of the Unilever Leadership
Executive. It also has responsibility for the design and terms of all-
employee share-based incentive plans and Executive cash- or share-
based incentive plans. Finally, it sets the Remuneration Policy for, and
is responsible for the performance evaluation of, the Unilever
Leadership Executive and Executive Directors.
The Committee’s terms of reference are contained within
’The Governance of Unilever’, which is available on our website.
As part of the independent Board evaluation carried out in 2025, the
performance of the Committee was assessed. Following this
evaluation, the Committee noted the positive development of
the Committee under its new Chair, including the improvements in
process and structure. Discussions in Committee meetings were
observed to be open and robust. Overall, the Committee members
concluded that the Committee is performing effectively, with the
opportunity for continuous improvement in the way in which
management papers are presented for consideration.
ACTIVITIES OF THE COMMITTEE
During 2025, the Committee met eight times and its activities included:
■determining the annual bonus outcome for 2024;
■determining the result of the 2022–2024 Performance Share Plan
(PSP) awards for the CFO, former Executive Directors, and the
Unilever Leadership Executive (ULE);
■assessing Sustainability Progress Index (SPI) performance
outcomes and setting measures and targets together with the
Corporate Responsibility Committee (CRC);
■determining the remuneration terms for the outgoing CEO and the
promotion of the CFO as his successor in March 2025;
■determining the remuneration terms for the appointment of the new
CFO in September 2025;
■reviewing the impact of the demerger of our Ice Cream business on
outstanding incentive awards and other remuneration matters;
■setting the 2026 annual bonus and 2026–2028 PSP performance
measures and targets;
■reviewing the Directors’ Remuneration Policy; and
■reviewing the remuneration context for the wider workforce.
ADVISERS
While it is the Committee’s responsibility to exercise independent
judgement, it requests advice from management and professional
advisers, as appropriate, to ensure its decisions are fully informed
given the internal and external environment.
PricewaterhouseCoopers LLP (PwC) was appointed by the Committee
to provide independent advice on various matters. During 2025, the
wider PwC network firms have also provided other tax and consultancy
services to Unilever, including tax compliance and other tax-related
services, cyber security and IT services, and merger and acquisition
and wider advisory support. PwC is a member of the Remuneration
Consultants Group and, as such, voluntarily operates under
the Remuneration Consultants Group's code of conduct in relation to
executive remuneration consulting in the UK, which is available at
www.remunerationconsultantsgroup.com.
Given that PwC operates under this code, the Committee is satisfied
that the advice of the PwC engagement partner and team was
objective and independent. They do not have connections with
Unilever that might impair their independence. The Committee
reviewed the potential for conflicts of interest and judged that there
were appropriate safeguards against such conflicts. In addition, the
Committee conducts annual reviews with each Executive Director and
member of the ULE to ensure there are no personal conflicts. The fees
paid to PwC in relation to advice provided to the Committee in the year
to 31 December 2025 were £209,700. This figure is calculated based
on time spent and expenses incurred for the majority of advice
provided, but on occasion, for specific projects, a fixed fee may be agreed.
84 | Unilever Annual Report on Form 20-F 2025 | Governance Report |
DIRECTORS’ REMUNERATION REPORT | ||
2025 remuneration at a glance
EXECUTIVE DIRECTOR REMUNERATION IN 2025
Fernando Fernandez (CFO to 28 February 2025; CEO from 1 March 2025)
Srinivas Phatak (CFO from 16 September 2025)
All figures in the table are in €’000.
The CEO chart includes fixed pay and actual bonus paid to Fernando Fernandez for both his role as CFO (1 January 2025 to 28 February 2025) and as
CEO (from 1 March 2025). The actual PSP value relates to awards granted prior to his appointment to the Board.
The CFO chart includes fixed pay and actual bonus paid to Srinivas Phatak, pro-rated to reflect his time as CFO (from 16 September 2025). The
actual PSP value relates to awards granted prior to his appointment to the Board.
2025 Annual Bonus Outcome
Performance against the targets for each of the measures is set out below. All target ranges are structured on a linear basis between steps from
threshold up to maximum.
Threshold0
%
Target(b)
100%
Maximum
150%
Interval
50%
Performance measure | Weighting | Outcome % of target | |||||
Underlying sales growth at constant FX rates (USG) | 40% | 1.5% | 4.5% | 6.0% | 71% | ||
Underlying operating profit growth less restructuring costs at current FX rates (UOP) (a) | 30% | —% | 4.6% | 8.1% | 26% | ||
Free cash flow (FCF) at current FX rates(c) | 30% | €5.3bn | €6.2bn | €6.7bn | 113% | ||
Formulaic outcome | 70% |
Actual(b)
3.6%
3.0%
0.7%
1.3%
€6.3bn
€5.7bn
70%
(a)UOP less restructuring refers to the measurement of profit incorporating restructuring investments, meaning that the level of restructuring spend directly impacts the performance
measurement of management.
(b)The impact of the demerger of our Ice Cream business on targets and actuals for 2025 has been set out on the next page.
(c)FCF targets and actuals exclude the impact of cash taxes paid on disposals and India GST payments and refunds.
2023–2025 Performance Share Plan Outcome
Performance against the targets for each of the measures is set out below. All target ranges are straight line between threshold and maximum.
Maximum
200%
Threshold
0%
Target(a)
100%
Performance measure | Weighting | Outcome % of target | ||||||
Competitiveness: % business winning | 25% | 45% | 60% | 39% | ||||
Cumulative free cash flow (€bn) (current FX rates excluding cash tax on disposal) | 25% | €15.3bn | €21.3bn | 160% | ||||
Underlying return on invested capital (ROIC) (exit year %) | 25% | 14.8% | 18.8% | 200% | ||||
Sustainability Progress Index (Committee assessment of SPI progress) | 25% | —% | 200% | 140% | ||||
Formulaic outcome | 135% |
Actual(a)
48.0%
€20.1bn
19.0%
140%
135%
(a)The impact of the demerger of our Ice Cream business on targets and actuals for 2025 has been set out on the next page.
Malus and clawback provisions were not applied to Executive Director remuneration during the year ended 31 December 2025.
Governance Report | Unilever Annual Report on Form 20-F 2025 | 85 |
DIRECTORS’ REMUNERATION REPORT | ||
Impact of Ice Cream demerger
Targets for 2026 incentive awards and beyond have been set based on the remaining Unilever business excluding Ice Cream, unless otherwise
stated.
For in-flight awards, targets have been adjusted to reflect the impact of the demerger of our Ice Cream business in a fair and proportionate way,
and to ensure targets retained an equivalent stretch as they did when originally set. This means that sales and profit measures include
Ice Cream to the point of separation and exclude thereafter to measure growth on a like-for-like basis, while for FCF and ROIC, Ice Cream has
been excluded from targets and actuals for 2025 to reflect the actual balance sheet position. It is the Committee’s view that this approach is the
most appropriate way to assess performance on a like-for-like basis.
Adjustment to targets | Treatment in actuals | |
2025 annual bonus | ||
Underlying sales growth at constant FX rates (USG) | No | Includes Ice Cream until November 2025; 2024 adjusted to remove December 2024 Ice Cream result |
Underlying operating profit growth less restructuring costs at current FX rates (UOP) | No | Includes Ice Cream until November 2025; 2024 adjusted to remove December 2024 Ice Cream result |
Free cash flow (FCF) at current FX rates | Yes – the target range was adjusted downwards by €0.2bn to remove Ice Cream for 2025 | Excludes Ice Cream |
2023 – 2025 PSP | ||
Competitiveness: % business winning | No | Includes Ice Cream |
Cumulative free cash flow (€bn) (current FX rates excluding cash tax on disposal) | Yes – the target range was adjusted downwards by €0.2bn to remove Ice Cream for 2025 | Includes Ice Cream for 2023–2024; excludes Ice Cream for 2025 |
Underlying return on invested capital (ROIC) (exit year %) | Yes – each year after 2024 that was set including Ice Cream was adjusted upward by 80bps to exclude Ice Cream | Excludes Ice Cream |
Sustainability Progress Index (SPI) | No | Includes Ice Cream |
2024 – 2026 PSP | ||
Underlying return on invested capital (ROIC) average | Yes – each year after 2024 that was set including Ice Cream was adjusted upward by 80bps to exclude Ice Cream. The average of three years moves the target range up by 50bps | Excludes Ice Cream |
2025 – 2027 PSP | ||
Underlying return on invested capital (ROIC) average | Yes - each year after 2024 that was set including Ice Cream was adjusted upward by 80bps to exclude Ice Cream. The average of three years moves the target range up by 30bps | Excludes Ice Cream |
86 | Unilever Annual Report on Form 20-F 2025 | Governance Report |
DIRECTORS’ REMUNERATION REPORT | ||
2026 remuneration at a glance
KEY CHANGES UNDER 2026 REMUNERATION POLICY
■Fixed pay separated into base salary and pension allowance, with incentives calculated on base salary element only
■Annual bonus maximum opportunity set at 2x target
■Bonus deferral retained (50% of bonus deferred into shares for three years), but no deferral once shareholding requirement met
■Increase to target and maximum PSP opportunity; total target compensation positioned at the median of the global peer group
■Shareholding requirement increased to match higher maximum long-term incentive opportunity; removal of five-year deadline; all vested PSP
awards held until shareholding requirement met
■Malus triggers broadened and clawback triggers aligned to mirror the expanded malus triggers
Implementation of the new Remuneration Policy for Executive Directors
Elements of remuneration | Summary of Policy for Executive Directors | Implementation in 2026 |
Base salary | ■Paid in cash | Effective 1 January 2026: ■CEO (Fernando Fernandez): €1,621,622 ■CFO (Srinivas Phatak): €1,058,559 |
Pension | ■Eligible to participate in the Group’s defined contribution plan or receive a cash allowance in lieu of pension | |
Benefits | ■Include death, disability and medical benefits, Directors’ liability insurance and actual tax return preparation costs; Other benefits may be provided in the future where it is considered necessary by the Committee and/or required by legislation | |
Annual bonus | ■Maximum opportunity: 300% of base salary ■Business performance multiplier of between 0% and 200% of target amount ■50% of net bonus deferred into shares for three years until the shareholding requirement is met ■Dividend equivalents may be earned ■Subject to clawback, malus, recovery, ultimate remedy and discretion provisions | Target/Maximum award: ■CEO: 150%/300% of base salary ■CFO: 120%/240% of base salary Performance measures: ■Underlying sales growth (USG) at constant FX: 40% ■Underlying operating profit (UOP) growth less restructuring costs at current FX: 30% ■Free cash flow (FCF) at current FX: 30% |
Performance Share Plan (PSP) | ■Maximum opportunity: 700% of base salary ■50% of maximum vests at target ■Vests after three years, with additional two-year retention period ■Dividend equivalents may be earned to the extent that the award vests, and in respect of the retention period ■Subject to clawback, malus, recovery, ultimate remedy and discretion provisions | Target/Maximum award: ■CEO: 350%/700% of base salary ■CFO: 300%/600% of base salary Performance measures: ■Underlying sales growth (USG) at constant FX: 25% ■Relative total shareholder return (TSR) versus bespoke peer group: 30% ■Underlying return on invested capital (ROIC): 30% ■Sustainability Progress Index: 15% |
Malus and clawback | Malus (adjustment before bonus is paid or share award vests) applies during the three-year deferral/vesting period for deferred bonuses/PSP awards respectively. Clawback (recovery of bonus already paid or share award already delivered) can be applied for up to three years from the bonus payment date/deferred bonus share award, and up to two years from vesting or the start of any retention period (whichever is later) for PSP awards. Malus and clawback triggers include: | |
Downward restatement of results | ||
Error in calculation or misleading data or corporate failure | ||
Material failure of risk management resulting in financial loss | ||
Gross misconduct/negligence | ||
Material breach of Unilever’s Code of Business Principles, any Unilever Code Policy, employee contract or expected standards | ||
Breach of restrictive covenants | ||
Conduct by the individual that results in significant losses or serious reputational damage to Unilever or materially adverse to the interests of the Group | ||
Illustration of remuneration delivery timeframes
The timeframe for each element of remuneration is outlined below:
Performance year | '+1 year | '+2 years | '+3 years | '+4 years | |||||||||||
Base salary | |||||||||||||||
Pension and benefits | |||||||||||||||
Annual bonus | Performance period | Deferral period | |||||||||||||
PSP | Performance period | Retention period | |||||||||||||
Malus & clawback | Malus & clawback period | ||||||||||||||
50% of bonus paid in cash and 50% deferred into shares held for three years. 100% of bonus paid in cash once minimum shareholding requirement is achieved.
PSP vests after three years and is released after a further two-year retention period.
Governance Report | Unilever Annual Report on Form 20-F 2025 | 87 |
DIRECTORS’ REMUNERATION REPORT | ||
Directors’ Remuneration Policy 2026
POLICY REPORT
The following sets out our new Directors’ Remuneration Policy. It fundamentally continues our existing policy, with some key proposed updates to
how the policy is implemented, which are discussed below.
The new Remuneration Policy will be presented for approval by shareholders at the 2026 AGM and, if approved, will apply to payments made after
that date. It will replace the existing Remuneration Policy in its entirety. It is intended that the new Remuneration Policy will apply for three years,
although the Committee may seek approval for a new policy earlier if it is considered appropriate. The supporting information section provides the
rationale for updates to the existing Remuneration Policy, where appropriate, as well as some information as to any changes to our approach to
implementation. Remuneration payments and payments for loss of office to Directors can only be made if they are consistent with the approved
Remuneration Policy, or if an amendment to that Policy authorising the payment has been approved by shareholders.
Legacy arrangements
For the duration of this new Remuneration Policy, entitlements arising before its adoption will continue to be honoured in line with the approved
Remuneration Policy under which they were granted, or their contractual terms.
Awards granted under a previous Remuneration Policy will continue to operate under the terms of that policy and the relevant plan rules. Further
details of the terms of the awards made are included in the Directors’ remuneration reports for their respective years. This provision will cease to
apply once all of these awards have vested, been exercised or been forfeited as appropriate, as per the relevant policy and plan rules. Additional
details are set out below. The Committee reserves the right to make any remuneration payments and payments for loss of office (including
exercising any relevant discretions), notwithstanding that they are not in line with the new Remuneration Policy. This applies where the terms of
the payment were agreed before the new Remuneration Policy came into effect, or at a time when the relevant individual was not a Director of
Unilever and, in the opinion of the Committee, the payment was not in consideration for the individual becoming a Director of Unilever. For these
purposes, ‘payments’ include the Committee satisfying awards of variable remuneration and, in relation to an award over shares, the terms of the
payment are ‘agreed’ at the time the award is granted.
Base salary | |
Purpose and link to strategy Supports the recruitment and retention of Executive Directors of the calibre required to implement our strategy. Reflects the individual’s skills, experience, performance and seniority within the Group, and the size and complexity of the role. Operation Set by the Board on the recommendation of the Committee and generally reviewed once a year, with any changes usually effective from 1 January (although changes may be made at any other time if the Committee considers that is appropriate). Base salary is paid in cash and is generally paid monthly. Base salary is set at an appropriate level to attract and retain Executive Directors of the required calibre, taking into account: ■our policy generally to pay total compensation at around the median of an appropriate peer group of other global consumer companies of a similar financial size and complexity to Unilever;(a) ■the individual’s skills, experience and performance; ■the size and complexity of the role; ■the individual’s time in role; and ■pay and conditions across the wider organisation. | Performance measures n/a Opportunity Any increases will normally be in line with, or below, the range of increases awarded to other employees within the Group. Increases may be above this level, or applied more frequently, in certain circumstances, such as: ■where there is, in the Committee’s opinion, a significant change in an Executive Director’s scope or role; ■where a new Executive Director has been appointed to the Board at a rate lower than the typical market level and becomes established in the role; and ■where it is considered necessary to reflect significant changes in market practice. The maximum aggregate increase for the current Executive Directors during the time in which this policy applies will be no higher than 25% for each Executive Director. Supporting information The only change to the previous Remuneration Policy is to split the previous consolidated fixed pay element into separate base salary and pension elements. |
(a)The global pay benchmarking peer group includes Anheuser-Busch InBev, Beiersdorf, British American Tobacco, Coca-Cola, Colgate-Palmolive, Danone, Diageo, Haleon, Heineken,
Henkel, Kimberly-Clark, Kraft Heinz, L’Oréal, LVMH, Mondelēz, Nestlé, PepsiCo, Pernod Ricard, Procter & Gamble, and Reckitt Benckiser. The peer group used for pay benchmarking
purposes is reviewed regularly and companies are added and/or removed at the Committee’s discretion to ensure that it remains appropriate. The peer group for 2026 remains unchanged
from previous years.
88 | Unilever Annual Report on Form 20-F 2025 | Governance Report |
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Pension | |
Purpose and link to strategy Provides retirement benefits to Executive Directors. Operation Executive Directors are eligible to participate in the Group’s defined contribution plan or receive a cash allowance in lieu of employer’s pension contributions. | Opportunity The maximum pension opportunity for Executive Directors will be no higher than the default employer pension contribution for all employees in the location the Executive Director is based. For the UK, this is currently 11% of base salary. Performance measures n/a Supporting information This is a new section compared to the previous Remuneration Policy. Previously, a separate pension value was not provided because it was incorporated within fixed pay. |
Benefits | |
Purpose and link to strategy Provides certain benefits on a cost-effective basis to aid attraction and retention of Executive Directors. Operation Benefits include provision of death, disability and medical benefits, Directors’ liability insurance and actual tax return preparation costs. Other benefits may be provided in the future where it is considered necessary by the Committee and/or required by legislation. In the event that Unilever were to require an existing or new Executive Director to relocate, Unilever may pay appropriate relocation allowances for a specified time period of no more than three years. This may cover costs such as (but not limited to) relocation, cost of living, housing benefit, home leave, tax and social security equalisation and education assistance. Executive Directors are entitled to participate on the same terms as all UK employees in the Unilever PLC ShareBuy Plan. | Opportunity Based on the cost to Unilever of providing the benefit and dependent on individual circumstances. Relocation allowances – the level of such benefits would be set at an appropriate level by the Committee, taking into account the circumstances of the individual and typical market practice. Awards under the all-employee Unilever PLC ShareBuy Plan may be up to HMRC-approved limits. The only change in the value of the current benefits (for single figure purposes) will reflect changes in the costs of providing those benefits. Performance measures n/a Supporting information There are no changes relative to the previous Remuneration Policy. |
Annual bonus | |
Purpose and link to strategy Incentivises year-on-year delivery of short-term financial, strategic and operational objectives selected to support our annual business strategy and the ongoing enhancement of shareholder value. The ability to recognise performance through annual bonus enables us to manage our cost base flexibly and react to events and market circumstances. Operation Each year, the Executive Directors may have the opportunity to participate in the annual bonus plan. The Executive Directors are set a target opportunity that is assessed against the business performance multiplier of up to 200% of target opportunity at the end of the year. Executive Directors are required to defer 50% of their bonus into shares or share awards for three years, until they have met the shareholding requirement, after which point the annual bonus may be paid fully in cash. Deferred bonus awards can earn dividends or dividend equivalents during the vesting period and may be satisfied in cash and/or shares. Deferral may be effected under the Unilever Share Plan 2017, or by such other method as the Committee determines. Recovery, discretion, ultimate remedy, malus and clawback provisions apply (see details on page 89). Opportunity The maximum annual bonus opportunity under this Policy is 300% of base salary. The normal target bonus opportunity is 50% of maximum. Achievement of threshold performance normally results in a payout of 0% of the maximum opportunity. | Performance measures The business performance multiplier is based on a range of business metrics set by the Committee on an annual basis to ensure they are appropriately stretching for the delivery of threshold, target and maximum performance. These performance measures may include underlying sales growth (USG), underlying operating profit (UOP) growth (less restructuring costs) and free cash flow (FCF), along with any other measures chosen by the Committee, as appropriate. The Committee also sets the weightings of the respective metrics on an annual basis. The Committee has discretion to adjust the formulaic outcome of the business performance multiplier, if it believes this better reflects the underlying performance of Unilever. In any event, the overall business performance multiplier will not exceed 200% of target. The use of any discretion will be fully disclosed in the Directors’ Remuneration Report for the year to which discretion relates. The Committee may introduce non-financial measures in the future, subject to a minimum of 70% of targets being financial in nature. Performance is normally measured over the financial year. Supporting information The maximum opportunity has been increased to 300% of base salary, with target opportunity as a % of salary remaining the same as under the current Remuneration Policy. The target bonus opportunity has been reduced from 67% to 50% of maximum, linked to base salary instead of the higher fixed pay amount that applied under the previous Remuneration Policy. |
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DIRECTORS’ REMUNERATION REPORT | ||
Performance Share Plan (PSP) | |
Purpose and link to strategy Incentivises delivery of long-term financial, strategic and operational objectives of the Company and aligns the experience of shareholders and the Executive Directors. Rewards performance of the Executive Directors while controlling costs due to pre-determined performance measures and a maximum outcome. Also acts as a retention tool given PSP awards vest after three years. Operation Under the PSP, the Executive Directors are granted rights to receive free shares on vesting (awards), which normally vest after three years, to the extent performance conditions (see performance measures section on the right) are achieved. Upon vesting, the Executive Directors normally have an additional two-year retention period (during which shares cannot be sold) such that there is a five-year duration between the grant of the award and release of the shares. Clawback, malus, recovery, ultimate remedy and discretion provisions apply (see details below). Opportunity The maximum annual grant available under this Policy to each Executive Director in any given year is 700% of base salary. At target, 50% of maximum vests. 0% of the award will vest for below threshold performance. The amount payable for threshold performance will be disclosed for each metric in the relevant Directors’ Remuneration Report. Dividend equivalents may be earned (in cash or additional shares) on the award when and to the extent that the award vests. Dividends or dividend equivalents will also be payable in respect of dividends paid during the retention period. | Performance measures The Committee sets performance measures for each PSP award. These will be assessed over the three financial years starting with the financial year in which the award is granted. The performance measures for the PSP grants in 2026 will be: ■Underlying sales growth (USG) (25%) ■Relative total shareholder return (TSR) (30%) ■Average underlying return on invested capital (ROIC) (30%); and ■Sustainability Progress Index (SPI) (15%). The Committee retains the discretion to change these measures and/ or weighting for future grants, based on strategic priorities for Unilever at that time. The Committee will ensure that the targets set are appropriately rigorous for the delivery of threshold, target and maximum performance. The Committee retains the discretion to adjust the formulaic outcome of these performance measures to reflect its assessment of the underlying long-term performance. The use of any discretion will be fully disclosed and explained in the Directors’ Remuneration Report for the year to which discretion relates. Supporting information The maximum opportunity has been increased to 700% of base salary. |
Clawback, malus, recovery, ultimate remedy and discretion
Clawback:
Clawback is the recovery of payments made under the annual bonus (including deferred bonus shares) or vested PSP awards. The Committee
may decide to apply clawback for up to three years from the bonus payment date/award of deferred bonus shares, and up to two years from
vesting or the start of any retention period (whichever is later) for PSP awards.
Clawback may apply to all or part of a participant’s payment or award and may be effected, among other means, by reducing outstanding
awards, or requiring the return of the net value of vested awards/bonus to Unilever.
Malus:
Malus is the adjustment of bonus, unvested deferred bonus awards or unvested PSP awards. The Committee may apply malus to reduce an
award or determine that it will not vest or only vest in part.
Malus applies to deferred bonus awards during the three-year deferral period and to unvested PSP awards during the vesting period and
retention period. The annual bonus will also be subject to malus on the same grounds as apply for deferred bonus awards and unvested PSP
awards. This power is an addition to the normal discretion to adjust awards and the additional sustainability test outlined in the policy table.
Clawback and Malus triggers:
Clawback and malus may be applied in the event of any of the following:
■a significant downward restatement of the financial results of Unilever;
■error in calculation or misleading data or corporate failure;
■the Group suffering a material failure of risk management resulting in financial loss;
■gross misconduct or gross negligence;
■material breach of Unilever’s Code of Business Principles, any of the Unilever Code Policies, the employee’s contract or standards reasonably
expected of a person in their position;
■breach of restrictive covenants by which the individual has agreed to be bound, or conduct by the individual which results in significant losses
or serious reputation damage to Unilever or is materially adverse to the interests of the Group; and
■other exceptional circumstances which the Company considers justify and/or require the operation of malus and/or clawback.
Malus and clawback may be applied in respect of any variable remuneration at any time, even where the variable remuneration does not relate to
performance for the year in which the trigger event occurred or came to light. The malus and clawback periods are purposefully designed to align
with respective deferral, vesting and holding periods. These are considered appropriate timeframes to review whether any trigger events have
occurred under the malus and clawback provisions.
90 | Unilever Annual Report on Form 20-F 2025 | Governance Report |
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Recovery:
Recovery applies to payments of variable remuneration which have been made in error as a result of a required accounting restatement.
The Committee may require repayment of any amount of erroneously awarded variable remuneration in the event Unilever is required to prepare
an accounting restatement due to material non-compliance with a financial reporting requirement under securities law in the United States. Any
recovery will be in accordance with the Unilever Recovery Policy.
Ultimate remedy:
PSP awards are subject to ultimate remedy. Upon vesting of an award, the Committee shall have the discretionary power to adjust the value of the
award if the award, in the Committee’s opinion taking all circumstances into account, produces an unfair result. In exercising this discretion, the
Committee may take into account Unilever’s performance against non-financial measures.
These powers are in addition to the normal discretion to adjust awards.
Ultimate remedy, malus and clawback will not apply to an award which has been exchanged following a change of control, and clawback will not
apply where an award vests on a change of control.
Committee discretion to amend targets/measures:
For PSP awards and annual bonus, the Committee may change a performance measure or target (including replacing a measure) in accordance
with the award’s terms or if anything happens which causes the Committee reasonably to consider it appropriate to do so. The Committee may
also adjust the number or class of shares subject to PSP and deferred bonus awards if certain corporate events (e.g. rights issues) occur.
The Committee will continue to review targets on all unvested awards in the event of any material acquisitions or disposals that were not included
in the financial plan, or were not anticipated at the time of target setting. The Committee may make adjustments if deemed appropriate to ensure
that all targets remain relevant and equally stretching in light of any M&A activity, other corporate events, or any other event the Committee
considers to be material, that was not foreseen at the time of target setting.
Minimum shareholding requirement
The remuneration arrangements applicable to our Executive Directors require them to build and retain a personal shareholding in Unilever to
align their interests with those of Unilever’s long-term shareholders. The requirement under the new Remuneration Policy has been increased to
align with the maximum PSP opportunity at 700% of base salary for the CEO and 600% of base salary for the CFO.
All shares beneficially owned and any awards not subject to performance conditions (but, for example, subject to retention or deferral periods)
count towards the shareholding requirement (on an estimated net of tax basis if tax is expected to be payable). Executive Directors will be
required to retain all shares vesting from any share awards (net of any sales to cover tax) until their minimum shareholding requirements have
been met in full.
Any Executive Director who leaves employment is required to maintain 100% of their minimum shareholding requirement for two years after
leaving. These shares will be held in the Company nominee vested accounts. If the leaver has not yet met their shareholding requirements on
departure, they will be required to retain the shares they do own up to these limits. The Committee can waive this requirement in certain
exceptional personal circumstances (e.g. death, disability, ill health).
When calculating an Executive Director’s personal shareholding, the following methodology is used:
■base salary at the date of measurement;
■shares in Unilever PLC will qualify provided they are personally owned by the Executive Director, by a member of their immediate family, or by
certain corporate bodies, trusts or partnerships, as required by law from time to time (each a ‘connected person’);
■shares or entitlements to shares that are subject only to the Executive Director remaining in employment will qualify on a net of tax basis
(including deferred bonus awards); and
■shares awarded on a conditional basis will not qualify until the moment of vesting (i.e. once the precise number of shares is fixed after the
vesting period has elapsed).
Remuneration scenarios: our emphasis on performance-related pay
As set out under the new Remuneration Policy, the total remuneration package for the Executive Directors should be competitive with other
global companies, and a significant proportion of pay should be at risk and subject to stretching performance conditions.
The Committee takes into account the impact of different performance scenarios when determining the remuneration opportunity and payouts for
Executive Directors, and believes the level of remuneration is appropriate for the level of performance delivered and the value that would be
delivered to shareholders.
The following charts show the hypothetical value of Executive Director remuneration in the first full year of the new Remuneration Policy,
assuming below threshold, target and maximum performance scenarios.
Governance Report | Unilever Annual Report on Form 20-F 2025 | 91 |
DIRECTORS’ REMUNERATION REPORT | ||
CEO: FERNANDO FERNANDEZ
100%
€1.9m
24%
19%
57%
€10.0m
10%
27%
63%
€18.1m
8%
20%
72%
€23.8m
€0m | €2m | €4m | €6m | €8m | €10m | €12m | €14m | €16m | €18m | €20m | €22m | €24m |
CFO: SRINIVAS PHATAK
100%
€1.2m
€5.6m
21%
23%
56%
€10.1m
12%
25%
63%
€13.3m
72%
9%
19%
€0m | €2m | €4m | €6m | €8m | €10m | €12m | €14m | €16m |
Details of fixed elements of remuneration for CEO and CFO and assumptions for scenario charts | ||
Fixed remuneration | Assumptions as follows (for actual Executive Director pay details, please see the Directors’ Remuneration Report below): ■Base salary for CEO effective from 1 January 2026 = €1,621,622. ■Base salary for CFO effective from 1 January 2026 = €1,058,559. ■Pension is 11% of base salary or €178,378 for the CEO and €116,441 for the CFO. ■Estimated benefits are €105,174 for CEO and €26,013 for the CFO based on the value reported for 2025, excluding one-off relocation or localisation costs, annualised for a full year. | |
Variable remuneration | Below threshold | No 2026 annual bonus payout and no vesting under the PSP. |
On target | Target payout of the 2026 annual bonus (150% of base salary for the CEO and 120% of base salary for the CFO). 50% of the bonus would be deferred for three years (unless the minimum shareholding requirement is achieved). Target vesting of 2026 awards under the PSP (350% of base salary for the CEO and 300% of base salary for the CFO). | |
Maximum | Maximum payout of the 2026 annual bonus (300% of base salary for the CEO and 240% of base salary for the CFO). 50% of the bonus would be deferred for three years (unless the minimum shareholding requirement is achieved). Maximum vesting under 2026 awards under the PSP (700% of base salary for the CEO and 600% of base salary for the CFO). | |
Maximum with 50% share price increase | As per maximum above, and in addition shows the impact of a share price increase of 50% from the date of grant to the date of vesting of the PSP award. | |
Notes to variable remuneration | Dividends, dividend equivalents and (except as described above) share price movements are ignored for the purposes of the illustrations above. | |
92 | Unilever Annual Report on Form 20-F 2025 | Governance Report |
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Approach to target setting
Performance measures are selected to align with Unilever’s short-term performance targets and long-term business strategy objectives. Unilever’s
primary business objective is to create value in a sustainable way. Performance measures focus management on the delivery of top-line revenue
growth, bottom-line profit growth and commercially critical sustainability goals, which Unilever believes will build shareholder value over the longer
term and benefit all of our stakeholders. The measures chosen for the incentives will support the delivery of this objective, with distinct measures
for each of the short- and longer-term incentive programmes.
The Committee sets performance targets for incentive plans, taking into account internal budgets, business priorities and external forecasts so
that the targets are sufficiently stretching. Good performance results in target payout, while maximum payout is only achieved for delivering
exceptional performance. More detail on the approach to target setting and the targets determined for 2026 PSP awards is contained in the
Chair’s letter on page 81 to 82.
REMUNERATION POLICY FOR NEW HIRES | |
Area | Policy and operation |
Overall | The Committee will pay new Executive Directors in accordance with the approved Remuneration Policy and all its elements as set out above. The terms of service contracts will not be more generous overall than those of the current CEO and CFO, summarised in the ‘service contracts’ paragraph below. The ongoing annual remuneration arrangements for new Executive Directors will therefore comprise base salary, pension, benefits, annual bonus and PSP. For internal promotions, any variable remuneration element awarded in respect of a prior role may be paid out according to its original terms. |
Base salary | Base salary would be set at an appropriate level to attract and retain Executive Directors of the required calibre, in line with our Remuneration Policy. |
Pension and benefits | Pension and benefits provision would be in line with the approved relevant Remuneration Policy. Where appropriate, the Executive Director may also receive relocation benefits or other benefits reflective of normal market practice in their employment location. In addition, the Committee may agree that Unilever will pay certain allowances linked to repatriation on termination of employment. |
Incentive awards | Incentive awards would be made under the annual bonus and PSP, in line with the relevant Remuneration Policy, and off-cycle PSP awards may be made on hiring for the year of appointment. All incentive awards are subject to the normal maximum as set out in the relevant Remuneration Policy, excluding any buy-out awards (see below). |
Buy-out awards | The Committee may grant awards to compensate Executive Directors hired from outside Unilever for any bonus or awards they lose by leaving previous employers, broadly on a like-for-like basis. Incoming Executive Directors will be required to retain all shares vesting from any share awards until their minimum shareholding requirements have been met in full. If a buy-out award is required, the Committee would aim to reflect the nature, timing and value of awards forgone in any replacement awards. Awards may be made in cash, shares or any other method as deemed appropriate by the Committee. Where possible, share awards will be replaced with share awards. Where performance measures applied to the forfeited awards, performance measures will be applied to the replacement award, or the award size will be discounted accordingly. In establishing the appropriate value of any buy-out, the Committee would also take into account the value of the other elements of the new remuneration package. The Committee would aim to minimise the cost to Unilever, although buy-out awards are not subject to a formal maximum. Any awards would be broadly no more valuable than those being replaced. |
Governance Report | Unilever Annual Report on Form 20-F 2025 | 93 |
DIRECTORS’ REMUNERATION REPORT | ||
SERVICE CONTRACTS Policy in relation to Executive Director service contracts and payments in the event of loss of office | |
Service contracts and notice period | Current Executive Directors’ service contracts are not for a fixed duration but are terminable upon notice (12 months’ notice from Unilever, six months’ notice from the Executive Director). Starting dates of the service contracts for Executive Directors are: ■Fernando Fernandez (CEO): 1 March 2025 (signed on 24 October 2023 as CFO, amended 24 February 2025 to reflect CEO appointment from 1 March 2025); ■Srinivas Phatak (CFO): 16 September 2025 (signed 18 September 2025). Service contracts are available for shareholders to view at the AGM or on request from the Group Company Secretary. |
Termination payments | A payment in lieu of notice can be made, to the value of no more than 12 months’ base salary, pension and other benefits (unless dictated by applicable law). |
Other elements | ■The Executive Directors may, at the discretion of the Board, remain eligible to receive an annual bonus for the financial year in which they cease employment. Such annual bonus will be determined by the Committee taking into account time in employment and performance. ■Treatment of share awards is as set out in the section on leaver provisions below. ■Any outstanding all-employee share arrangements will be treated in accordance with HMRC-approved terms. ■Other payments, such as legal or other professional fees, settlement of potential legal claims, repatriation or relocation costs and/or outplacement fees, may be paid if it is considered appropriate. Additional payments may be permitted at the proposal of the Committee if the Committee considers not allowing such a payment would be manifestly unreasonable given the circumstances. ■The Committee reserves the discretion to approve gifts to Executive Directors who are retiring or who are considered by the Board to be otherwise leaving in good standing (e.g. those leaving office for any reason other than termination by Unilever or in the context of misconduct). If the value of any gift for any one Executive Director exceeds £5,000, it will be disclosed in the relevant Directors’ Remuneration Report. Where a tax liability is incurred on any such gift, the Committee has the discretion to approve the payment of such liability on behalf of the Executive Director in addition to the value of the gift. |
LEAVER PROVISIONS IN SHARE PLAN RULES | |||
‘Good leavers’ as determined by the Committee in accordance with the plan rules* | Leavers in other circumstances | Change of control | |
PSP awards | Awards will normally vest following the end of the original performance period, taking into account performance and (unless the Board on the proposal of the Committee determines otherwise) pro-rated for time in employment. Alternatively, the Board may determine that awards shall vest upon termination, based on performance at that time and pro-rated for time in employment (unless the Board on the proposal of the Committee determine otherwise). If an Executive Director dies or leaves due to ill health, injury or disability, awards will normally vest at the time of death or leaving at the target level of vesting (in case of death pro-rated for time in employment if the Executive Director had previously left as a good leaver). | Awards will normally lapse upon termination. | Awards will vest based on performance at the time of the change of control and the Board, on the proposal of the Committee, has the discretion to pro-rate for time. Alternatively, Executive Directors may be required to exchange the awards for equivalent awards over shares in the acquiring company. The retention period of a PSP award will end on a change of control. |
Deferred bonus awards | Unvested deferred bonus awards will continue in effect and vest on the normal timescale unless the Executive Director is terminated for misconduct or breach of the terms of their employment, unless the Committee decides otherwise. | Unvested deferred bonus awards vest in full. | |
*An Executive Director will usually be treated as a good leaver if they leave due to ill health, injury or disability, retirement with Unilever’s agreement, redundancy, or death in service. The
Board may decide to treat an Executive Director who leaves in other circumstances as a good leaver. An Executive Director will not be treated as a good leaver if they choose to leave for
another job elsewhere unless the Board determines otherwise or if they are summarily dismissed. In deciding whether or not to treat an Executive Director as a good leaver, the Board will
have regard to their performance in the role. If Unilever is affected by a demerger, special distribution or other transaction, which may affect the value of awards, the Committee may allow
PSP awards and/or deferred bonus awards to vest early over such number of shares as it shall determine (to the extent any performance measures have been met), and awards may be pro-
rated to reflect the acceleration of vesting at the Committee’s discretion.
94 | Unilever Annual Report on Form 20-F 2025 | Governance Report |
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NON-EXECUTIVE DIRECTORS’ POLICY Key aspects of Unilever’s 2026 fee policy for Non-Executive Directors | |
Approach to setting fees | Non-Executive Directors receive annual fees from Unilever. The Board determines Non-Executive Director fee levels, which are limited to the aggregate amount permitted by the Company’s articles of association, as approved by shareholders from time to time (which is currently €5 million per year). Unilever’s policy is to set fees at a level which is sufficient to attract, motivate and retain high-class talent of the calibre required to direct the strategy of the business, without paying more than necessary. The fees are set taking into account: ■the commitment and contribution expected by the Group; and ■fee levels paid in other global companies, including FTSE comparators and other non-UK-listed peers. Additional allowances may be made available to the Non-Executive Directors where appropriate, to reflect exceptional or one-off time commitment or duties. Any allowances would, when added to aggregate Non- Executive Director fees for the relevant year, be made within the limit in the Company’s articles of association, as set out above. |
Operation | Unilever applies a modular fee structure for Non-Executive Directors to fairly reflect the roles and responsibilities of the Chair and committee membership. Our basic philosophy is to pay the Chair an all- inclusive fee. Other Board members receive a basic fee and additional fees for being Senior Independent Director and for chairing or membership of various committees. Occasionally the Board may decide to pay fees in other currencies, based on exchange rates it determines, provided total Non-Executive Director fees stay within the shareholder-approved annual limits. Part of the fee may be delivered in Unilever shares instead of cash. The 2026 fee structure can be found in the Directors’ Remuneration Report on page 102. The fee structure may vary from year to year within the terms of this Policy. Fees are normally reviewed annually but may be reviewed less frequently. |
Other items | Non-Executive Directors are encouraged to build up a personal shareholding of at least 100% of their total annual fees over the five years from appointment. Non-Executive Directors are not entitled to participate in any of the Group’s incentive plans. All reasonable travel and other expenses incurred by the Non-Executive Directors in the course of performing their duties are considered to be business expenses and are reimbursed, together with any tax payable. Expenses are also reimbursed for the attendance of a Non-Executive Directors’ spouse or partner when Unilever invites them. Other benefits or additional payments may be provided in the future if, in the view of the Board, this is considered appropriate. Such benefits and/or payments would be within the total annual limits as approved by shareholders as described above. The Committee reserves the discretion to approve gifts to Non-Executive Directors who are retiring or are considered by the Board to be otherwise leaving in good standing (e.g. those leaving office for any reason other than termination by Unilever or in the context of misconduct). If the value of any gift for any one Non-Executive Director exceeds £5,000, it will be disclosed in the relevant Directors’ Remuneration Report. Where a tax liability is incurred on any such gift, the Committee has the discretion to approve the payment of such liability on behalf of the Non-Executive Director in addition to the value of the gift. |
Non-Executive Director New Hires
In the event of hiring a new Non-Executive Director, the Committee will align the remuneration package with the new Remuneration Policy as set
out above.
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Non-Executive Directors’ Letters of Appointment
The terms of engagement for Non-Executive Directors are set out in letters of appointment, which each Director signs upon appointment. Non-
Executive Directors are currently appointed for a one-year term. Reappointment is subject to satisfactory performance, re-nomination at the
Board’s discretion (on the recommendation of the Nominating and Corporate Governance Committee), and re-election at annual shareholder
meetings. It is Unilever’s expectation that all Non-Executive Directors serve for a minimum of three years.
The letters of appointment allow for Unilever to terminate a Non-Executive Director’s appointment in cases of gross misconduct, failure to
perform their duties competently, conduct bringing Unilever into disrepute, bankruptcy or where the Non-Executive Director is prevented from
occupying such a position by law. The letters do not contain provision for notice periods or compensation if the Non-Executive Directors’
appointments are terminated by Unilever. The Non-Executive Directors may terminate their engagement upon three months’ notice. Except in
exceptional circumstances, the Board will not propose Non-Executive Directors for re-nomination when nine years have elapsed since the date of
their appointment. Letters of appointment are available for inspection on request from the Group Company Secretary.
In considering appointments to the Board, the Directors and Unilever give due consideration to the time commitment required to fulfil the role
appropriately.
All Non-Executive Directors were reappointed to the Board at the 2025 AGM.(a)
Non-Executive Director | Date first appointed to the Board | Effective date of current appointment(b) |
Adrian Hennah | 1 November 2021 | 1 May 2025 |
Susan Kilsby | 1 August 2019 | 1 May 2025 |
Ruby Lu | 1 November 2021 | 1 May 2025 |
Judith McKenna | 1 March 2024 | 1 May 2025 |
Ian Meakins | 1 September 2023 | 1 May 2025 |
Nelson Peltz | 20 July 2022 | 1 May 2025 |
Benoît Potier | 1 January 2025 | 1 May 2025 |
Zoe Yujnovich | 1 March 2025 | 1 May 2025 |
(a)As noted on page 65, Andrea Jung retired from the Board at the 2025 AGM. Benoît Potier was appointed to the Board with effect from 1 January 2025, and Zoe Yujnovich was appointed
to the Board with effect from 1 March 2025.
(b)The unexpired term for all Non-Executive Directors’ letters of appointment is the period up to the 2026 AGM, as they all, unless they are retiring, submit themselves for annual
reappointment.
ENGAGING WITH OUR COLLEAGUES
The Committee is periodically updated on matters impacting the compensation of the workforce, including salary reviews and the operation of
annual bonus schemes. Particular topics of interest for the Committee include the living wage and the general alignment of incentives and
rewards with Unilever’s culture.
Unilever takes the views of its employees seriously. On an ongoing basis, we conduct the ‘Rate-My-Reward’ satisfaction survey to gauge the
views of employees across all levels and locations around the world on the different parts of their reward package, which helps to identify
changes in sentiment over time and opportunities for local interventions. In addition, we ask employees to score the perceived fairness of their
reward package each year as part of the annual engagement survey. For 2025, our reward score on a global basis was in line with external
benchmarks.
ENGAGING WITH OUR SHAREHOLDERS
We maintain open and regular dialogue with our shareholders on remuneration matters, including with our largest investors and shareholder
representative bodies, when we are considering making material changes to our Remuneration Policy. Accordingly, shareholders have been
consulted extensively and their views have been influential in shaping this new Remuneration Policy. More detail on shareholder views on the
new Policy is included in the Committee Chair’s letter on page 81. Their feedback informed our proposals on the level of shareholding
requirement relative to the new PSP maximum opportunity, as well as our decision to leave the fundamental structure, performance measures
and weightings under the bonus plan and PSP unchanged.
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DIRECTORS’ REMUNERATION REPORT | ||
ANNUAL REPORT ON REMUNERATION
This section, including the ’At a glance’ on page 84, sets out how the Remuneration Policy (approved by shareholders at the AGM on 1 May 2024
and available on our website) was implemented in 2025.
The Remuneration Policy operated as intended in 2025.
IMPLEMENTATION OF 2024 POLICY DURING 2025
Single figure of remuneration for 2025 for Executive Directors
The table below sets out in a single figure the total amount of remuneration received by each Executive Director in the year ended 31 December
2025, compared to the prior year.
Fernando Fernandez CEO/CFO (€’000)(a) | Fernando Fernandez CFO (€’000)(b) | Hein Schumacher CEO (€’000)(c) | Hein Schumacher CEO (€’000) | Srinivas Phatak CFO (€’000)(d) | |
2025 | 2024 | 2025 | 2024 | 2025 | |
(A) Total fixed pay | 1,711 | 1,175 | 308 | 1,850 | 343 |
(B) Other benefits(e) | 374 | 751 | 0 | 316 | 224 |
Fixed pay & benefits subtotal | 2,085 | 1,926 | 308 | 2,166 | 567 |
(C) Annual bonus(f) | 1,752 | 1,720 | 324 | 3,386 | 288 |
(D) PSP(g) | 1,791 | 1,478 | 0 | 0 | 686 |
Variable Remuneration subtotal | 3,543 | 3,198 | 324 | 3,386 | 974 |
Total Remuneration (A+B+C+D) | 5,628 | 5,124 | 632 | 5,552 | 1,541 |
Proportion fixed | 37.0% | 37.6% | 48.8% | 39.0% | 36.8% |
Proportion variable | 63.0% | 62.4% | 51.2% | 61.0% | 63.2% |
(a)Fernando Fernandez was CFO for the period 1 January 2025 to 28 February 2025 and appointed CEO effective 1 March 2025. The numbers reflect both roles on a pro-rated basis and
include fixed pay and benefits of €479,000 and variable pay of €177,000 in respect of his role as CFO.
(b)Fernando Fernandez was CFO in 2024. The numbers relate to his CFO service as disclosed in the 2024 Directors’ Remuneration Report on page 103.
(c)Hein Schumacher stepped down as CEO with effect from 1 March 2025.
(d)Srinivas Phatak was appointed CFO effective 16 September 2025. The single figure of remuneration for 2025 reflects the period 16 September 2025 to 31 December 2025 and does not
include remuneration paid during his prior appointment as Interim CFO before he was appointed an Executive Director.
(e)Benefits include relocation costs for Fernando Fernandez and localisation support for Srinivas Phatak as set out below.
(f)In line with the 2025 Remuneration Policy, 50% of the 2025 net annual bonus will be deferred into shares that must be held for a period of three years.
(g)The 2025 data for Fernando Fernandez includes the vesting on 12 February 2026 of 17,327 shares of the 2023–2025 PSP (awarded on 10 March 2023 when not an Executive Director).
The data for Srinivas Phatak includes the vesting of 5,917 shares of the 2023–2025 PSP (awarded on 10 March 2023 when not an Executive Director). These values are calculated by
multiplying the number of shares granted (including additional shares in respect of accrued dividends to 31 December 2025) by the level of vesting (% of target award) and the closing
share price on 12 February 2026 (£53.55). Values have been translated into euros using the exchange rate at 12 February 2026 (€1 = £0.8709).
Unless stated otherwise, amounts for 2025 have been translated into euros using the average exchange rate over 2025 (€1 = £0.8547).
Amounts for 2024 have been translated into euros using the average exchange rate over 2024 (€1 = £0.8481).
We do not grant our Executive Directors any personal loans or guarantees.
(A) Fixed pay
Fixed pay set in euros and paid in 2025: Fernando Fernandez – €1,710,521 and Srinivas Phatak – €342,708.
(B) Other benefits
For 2025, this comprises:
Fernando Fernandez CEO(€)(a) | Srinivas Phatak CFO(€)(a) | |
2025 | 2025 | |
Medical benefits and actual tax return preparation costs | 88,694 | 4,560 |
Death and disability | 16,480 | 3,027 |
Relocation/Localisation support(b) | 268,354 | 216,530 |
Total | 373,528 | 224,117 |
(a)The numbers in this table are translated where necessary using the average exchange rate over 2025 of €1 = £0.8547.
(b)Relocation support relates to expenses incurred in 2025 in relation to Fernando Fernandez’s move to the UK. For Srinivas Phatak, the cost of support provided to localise in the UK is
shown, following the end of his international assignment on appointment as CFO.
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DIRECTORS’ REMUNERATION REPORT | ||
(C) Annual bonus
Performance outcomes for the 2025 annual bonus are shown in the ’At a glance’ section on page 84. Actual bonus outcomes are set out below.
Target bonus % of fixed pay | Bonus outcome as % of target | Bonus outcome as % of fixed pay | Fixed pay (€’000) | Bonus outcome (€’000) | % Bonus deferred into shares | |
Fernando Fernandez(a) | 146% | 70% | 102% | 1,711 | 1,752 | 50% |
Srinivas Phatak(b) | 120% | 70% | 84% | 343 | 288 | 50% |
(a)Fernando Fernandez served as CFO (1 January 2025 to 28 February 2025) and CEO (from 1 March 2025). The target bonus % and bonus outcome reflect this on a pro-rated basis (i.e. 2
months of target bonus at 120% and 10 months at 150% applied to the relevant fixed pay number).
(b)Srinivas Phatak was appointed CFO on 16 September 2025. The bonus outcome reflects this on a pro-rated basis.
50% of the net annual bonus earned is deferred into shares (€464,237 for Fernando Fernandez and €76,287 for Srinivas Phatak). Shares are
deferred for three years and not subject to performance or service conditions, in line with the Remuneration Policy.
(D) Long-term incentive 2023–2025 PSP
This includes PSP shares (operated under the Unilever Share Plan 2017) granted to Fernando Fernandez and Srinivas Phatak on 10 March
2023.
Performance outcomes for the 2023–2025 PSP are shown in the ’At a glance’ section on page 84. Further detail on the outcome for the SPI
measure is below.
Outcome of SPI for 2023–2025 PSP:
The SPI is an assessment of the business’s sustainability performance, made jointly by the Corporate Responsibility Committee (CRC) and the
Committee, that captures quantitative and qualitative elements. The SPI is assessed against four metrics aligned to priority areas. For 2025, the
CRC and the Committee agreed on an in-year SPI outcome taking into account performance in the areas of climate, nature, plastics and livelihoods.
For the 2023–2025 PSP, the SPI outcome is calculated by taking a simple average of the SPI outcomes across the three years of the performance
period. The in-year and 2023–2025 SPI outcomes are set out below.
Priority | Anchor metric | Target | 2025 actual(a) | Outcome(b) |
Climate(c) | The percentage change in greenhouse gas (GHG) emissions from energy and refrigerant use in our operations in the given period in 2025, in comparison to the same period in 2015. | (76.0%) | (76.6%) | above target |
Nature | The cumulative total hectares of land, forests and oceans (as measured by ocean floor area) that Unilever programmes help protect and/or regenerate. | 700k | 931k | significantly above target |
Plastics | The percentage change in the total tonnes of virgin plastics used in the packaging for our products sold between 2019 (baseline) and 2025. | (26.0%) | (29.0%) | significantly above target |
Livelihoods | The percentage of our procurement spend in the financial year that is with suppliers who have signed the Living Wage promise by the end of that financial year. | 35.0% | 41% | significantly above target |
Annual SPI outcome | 190% | |||
Average SPI outcome for 2023–2025 PSP(d) | 140% |
(a)Includes Ice Cream for the full performance period.
(b)Assessed by the Remuneration Committee and the CRC. For the 2024-2026 and future PSP awards, formulaic target ranges have been set for each of the SPI measures. The 2023-2025
PSP was the final award for which SPI targets were set without an accompanying threshold and maximum range. In assessing the SPI outcome for 2023-2025, the Remuneration
Committee and CRC considered performance above/below target using the same width of ranges as applicable to the successive 2024-2026 PSP award. The formulaic performance
outcome against this range was then assessed and the Committee determined that this was a fair and appropriate outcome in the context of overall sustainability performance.
(c)Both target and 2025 actual GHG emissions are measured on a SBTi basis.
(d)SPI outcome for 2023–2025 PSP is a simple average of 190% for 2025, 115% for 2024 and 115% for 2023. SPI 2023 and 2024 outcomes can be found in the relevant Directors’
Remuneration Reports.
Value of payout under PSP
The table below shows the details of the 2023–2025 PSP vests:
Number of shares granted | Number of shares vested | Value of vested shares (€’000) | ||
Fernando Fernandez | Awarded 10 March 2023 | 11,675 | 17,327 | 1,791 |
Srinivas Phatak | Awarded 10 March 2023 | 3,987 | 5,917 | 686 |
The number of shares vested includes dividend equivalents accrued through to 31 December 2025.
The Unilever PLC share price used to calculate the value at vesting is at 12 February 2026 (£53.55), translated into euros using the exchange
rate for 12 February 2026 (€1 = £0.8709).
The estimated values attributable to share price growth since the awards were granted are €430,110 for Fernando Fernandez and €164,854 for
Srinivas Phatak.
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SCHEME INTERESTS AWARDED DURING 2025
PSP share awards made in 2025 | |||||
Basis of award(a) | The following numbers of performance shares were awarded on 7 March 2025 (vesting on or around 16 February 2028): | ||||
CEO: 65,573 | |||||
Maximum vesting results in 200% of the awards vesting. Dividend equivalents may be earned (in cash or additional shares) on the award when and to the extent that the award vests. | |||||
Maximum face value of awards(b) | CEO: €7,068,658 | ||||
Threshold vesting (% of target award) | 0% of the award vests for threshold performance for the ROIC and SPI measures. 50% of the award vests at threshold performance against the USG and relative TSR measures. | ||||
Performance period | 1 January 2025–31 December 2027 (with a requirement to hold vested shares for a further two-year retention period) | ||||
Performance measures | Performance measures, weightings and targets for the period 2025–2027 were disclosed in full in last year’s Directors' Remuneration Report and are summarised below (all measured on a straight-line basis between threshold and maximum): | ||||
25% on underlying sales growth (USG) average | Target range: 3.4%–6.0% | ||||
30% on relative total shareholder return (TSR)(c) | Target range: median – upper quartile | ||||
30% on underlying return on invested capital (ROIC) average(d) | Target range: 18.5%–19.5% | ||||
15% on Sustainability Progress Index (SPI):(e) | |||||
■Climate: percentage change in greenhouse gas emissions from energy and refrigerant use in operations vs 2015 | ■Target range: -75% to -85% | ||||
■Nature: cumulative total hectares of land, forests and oceans protected/ regenerated through Unilever programmes | ■Target range: 1m–1.5m hectares | ||||
■Plastics: percentage change in total tonnes of virgin plastic used in our product packaging vs 2019 | ■Target range: -30% to -40% | ||||
■Livelihoods: percentage of our procurement spend with suppliers who have signed the Living Wage Promise | ■Target range: 50%–60% | ||||
(a)Award made on 7 March 2025. CEO award is based on 200% of fixed pay. As the CFO was appointed as Executive Director on 16 September 2025, there was no award in respect of his
Executive Director service.
(b)Face value is calculated by multiplying the number of shares granted on 7 March 2025 (including decimals) by the Unilever PLC share price on that day of (£46.07) by the maximum
vesting of 200%, and then translating into euros using an average exchange rate over 2025 of €1 = £0.8547 (rounded).
(c)The TSR peer group for 2025 consists of: Beiersdorf, Church & Dwight, Coca-Cola, Colgate-Palmolive, Danone, Estée Lauder, General Mills, Haleon, Henkel, Kenvue, Kimberly-Clark,
Kraft Heinz, L’Oréal, Mondelēz, Nestlé, PepsiCo, Procter & Gamble, and Reckitt Benckiser.
(d)As noted on page 85, the ROIC target range for 2025–2027 has been adjusted upwards by 30bps to exclude Ice Cream.
(e)Performance against SPI targets is externally assured by an independent third party, though not audited. Scope 1 and 2 GHG target is SBTi validated.
Annual bonus deferral share awards made in 2025 | ||||
Basis of award(a) | The following numbers of annual bonus deferral shares were awarded on 24 March 2025: | |||
CEO: 8,490 | ||||
Annual bonus deferral shares accrue dividends. | ||||
Face value of awards(b) | CEO: €446,879 | |||
Deferral period | 24 March 2025–24 March 2028. | |||
Performance measures | No performance measures. | |||
(a)Deferral made on 24 March 2025. CEO deferral is based on 50% of the net bonus for 2024, as set out on page 104 of the 2024 Directors’ Remuneration Report. The CFO was appointed
as Executive Director on 16 September 2025, and there was no deferral of bonus paid in 2025.
(b)Face values are calculated by multiplying the number of shares granted on 24 March 2025 (including decimals) by the Unilever PLC share price on that day of £44.99 and translating into
euros using an average exchange rate over 2025 of €1 = £0.8547 (rounded).
IMPLEMENTATION OF NEW POLICY DURING 2026
A summary of how the new Directors’ Remuneration Policy is intended to be operated during 2026 is outlined below.
Base salary
As described in the Chair’s letter on page 78 and in the Policy report on pages 87 to 93, the total remuneration package has been rebalanced
under the new Policy to put more emphasis on long-term variable pay. As a result, the previous fixed pay element has been separated into a
lower base salary element, on which short- and long-term incentives will be calculated, and a separate pension allowance.
No base salary increases are therefore proposed for 2026. The total amount of base salary and pension will be the same as the amount of fixed
pay that applied for 2025 for both Executive Directors.
The base salaries for 2026 are €1,621,622 for the CEO and €1,058,559 for the CFO.
Pension
The maximum pension opportunity for Executive Directors is 11% of base salary. This is in line with the default employer pension contribution for
employees who are in the Unilever defined contribution plan in the UK.
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Annual bonus
Target annual bonus opportunities for 2026 are 150% and 120% of base salary for the CEO and CFO respectively. The maximum annual bonus
opportunity is 200% of target.
The following sets out the performance measures and weightings for the 2026 annual bonus plan, as well as the business performance and the
behaviours that they drive.
Weighting | Performance measure | Link to strategy |
40% | Underlying sales growth (USG) at constant FX rates | Clear, simple and well-understood measure supporting the achievement of Unilever’s growth ambition. |
30% | Underlying operating profit growth (UOP) at current FX rates (less restructuring costs) | Provides a focus on absolute profitability as an indicator of driving shareholder value. |
30% | Free cash flow (FCF) at current FX rates | Provides clear focus on the achievement of Unilever’s cash generation ambition. |
The details of 2026 bonus targets have not been disclosed in this Directors’ Remuneration Report as, in the opinion of the Committee, they are
commercially sensitive. However, full details on specific targets and the extent to which they have been met will be disclosed in next year’s
Directors’ Remuneration Report.
Performance Share Plan (PSP)
Target PSP grants for 2026 will be 350% and 300% of base salary for the CEO and CFO respectively. The maximum PSP opportunity is 200% of
target.
The following sets out the performance measures and weightings for the 2026 PSP, as well as the business performance and the behaviours that
they drive.
Weighting | Performance measure | Link to strategy |
25% | Underlying sales growth (USG) at constant FX rates | The primary driver of value creation in our multi-year financial growth model. Delivering consistently higher growth will be a key unlocker of shareholder value. While the USG measure in the annual bonus ensures focus on in-year delivery, the PSP measure focuses on cumulative and sustained importance. |
30% | Relative total shareholder return (TSR) versus a bespoke peer group | Aligns remuneration with shareholders’ experience and allows us to measure relative performance. The proposed vesting schedule is in line with UK norms, with threshold vesting (50% of target) for median performance (Unilever ranked 10th), rising to maximum vesting (200% of target) for upper quartile performance (Unilever ranked 5th). |
30% | Average underlying return on invested capital (ROIC) | Supports disciplined investment of capital within the business and encourages acquisitions that create long-term value. This measure is especially relevant for members of the Unilever Leadership Executive (ULE) who make investment decisions. |
15% | Unilever Sustainability Progress Index (SPI) | Unilever’s sustainability goals play a critical role in future-proofing our business, ensuring focus and urgency in the areas where we can deliver the most impact. The Corporate Responsibility Committee and Remuneration Committee agreed four SPI targets to assess progress towards a number of related sustainability goals (see page 30 for more details). These targets support Unilever’s overall strategy (see page 5) and address principal risks such as climate and nature, plastic packaging and business operations (see pages 33 to 34). SPI targets are set over a three-year period and disclosed prospectively. |
2026–2028 PSP performance targets
Measure | Weighting | Vesting at threshold (% of target) | Threshold | Maximum (200% of target) | |
Underlying sales growth (USG) at constant FX rates (average) | 25% | 50% | 3.0% | 6.3% | |
Relative total shareholder return (TSR) versus a bespoke peer group(a) | 30% | 50% | 10th (median) | 1st - 5th (upper quartile) | |
Average underlying return on invested capital (ROIC) | 30% | —% | 18.5% | 19.5% | |
Unilever Sustainability Progress Index (SPI)(b) | 15% | —% | |||
Climate: The percentage change in greenhouse gas (GHG) emissions from energy and refrigerant use in our operations in the given period in the reporting year, in comparison to the same period in 2015.(c) | (80%) | (90%) | |||
Nature: The total hectares of land where Unilever programmes help protect and restore natural ecosystems and help implement regenerative agriculture practices from 1 January 2021 to 31 December of the reporting year. | 1.25m hectares | 1.75m hectares | |||
Plastics: kT of paper flexible packaging launched by 2028. | 7.4kT | 13.7kT | |||
Livelihoods: The total number of smallholder farmers in Unilever’s supply chain who have received help from Unilever to access livelihoods programmes since 1 January 2024, reported annually as a cumulative total as of 31 December of the reporting year. | 300,000 | 320,000 | |||
All measures are straight line between threshold and maximum.
(a)The TSR peer group for 2026 is unchanged and consists of: Beiersdorf, Church & Dwight, Coca-Cola, Colgate-Palmolive, Danone, Estée Lauder, General Mills, Haleon, Henkel, Kenvue,
Kimberly-Clark, Kraft Heinz, L’Oréal, Mondelēz, Nestlé, PepsiCo, Procter & Gamble, and Reckitt Benckiser.
(b)Performance against SPI targets are externally assured by an independent third party, though not audited.
(c)Scope 1 and 2 GHG target is SBTi validated.
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The targets for the 2026-2028 PSP award represent significant levels of stretch. The rationale for the financial targets is set out in the
Remuneration Committee Chair’s letter on page 82. The 2026-2028 SPI targets are evaluated via progress on material quantified targets, which
align with the four key sustainability priorities for Unilever: climate, nature, plastics and livelihoods.
Rationale for SPI targets
Climate (existing metric): We are aiming to reduce our operational Scope 1 and 2 GHG emissions by 80%–90% by 2028, compared to the 2015
baseline. This is a 5% step-up from the previous SPI target and maintains focus and momentum against our longer-term target to reduce
absolute operational GHG emissions (Scope 1 and 2) by 100% by 2030 from a 2015 baseline. No adjustments to our 2030 GHG targets or
baseline values were made for the demerger of our Ice Cream business, which remained part of the Group until 6 December 2025. This will be
assessed in 2026 following the demerger. As a result, our forward-looking GHG target may be adjusted following completion of this assessment.
Nature (existing metric): The 2026–2028 SPI target of 1.25m–1.75m hectares is a step-up from the prior SPI target of 1m–1.5m hectares,
compared to the 2021 baseline. This is an important milestone towards our 2030 Unilever goals to protect and regenerate 2m hectares by 2030,
covering approximately 50% of our land and key crop sourcing footprint.
Plastic (new metric): This is a new measure for 2026–2028 and is designed to accelerate our transition to paper-based packaging. Flexible
plastic packaging pollution, including sachets, is an industry-wide challenge and a priority for Unilever. Since 2021, Unilever has invested in a
dedicated R&D team to develop alternative materials for plastic flexibles. We will focus on new paper-based flexible packaging, targeting
between 7.4kT–13.7kT, to be launched by 2028.
Livelihoods (new metric): Our current SPI targets on living wage end in 2027. While we have made strong progress, we are currently reviewing
our strategy on how best to drive action on living wages with our suppliers and in the wider industry. This new SPI target is an extension of our
existing smallholder farmer Unilever goal and will focus on helping 300,000–320,000 smallholder farmers (covering around 95% of our footprint)
who grow our 12 priority crops (representing around 80% of our agricultural footprint) to increase their income through our livelihoods
programmes. This is a significant increase on the 170,000 smallholder farmers reported in 2025.
MINIMUM SHAREHOLDING REQUIREMENT AND EXECUTIVE DIRECTOR SHARE INTERESTS
Under the current Remuneration Policy, Executive Directors are required to build and retain a personal shareholding in Unilever within five years
of appointment to align their interests with those of Unilever’s shareholders. Executive Directors are required to maintain at least 100% of their
minimum shareholding requirement for two years after leaving (or if less, their actual shareholding). ULE members are also required to build a
shareholding of 400% of fixed pay, and the requirement is 250% of fixed pay for the management layer below ULE.
Executive Directors will be required to retain all shares vesting from any awards made since their appointment (after deduction of tax) until their
minimum shareholding requirements have been met in full. If Executive Directors fail to achieve 100% of the shareholding requirement by the
relevant time, they are not permitted to sell any shares. Unilever retains the right to block the sale of their shares until the required level of
shareholding has been obtained.
Executive Directors’ shareholdings are ring-fenced to ensure they meet the minimum shareholding requirement, including for two years after
leaving employment. This means that even if the shares are vested, they are blocked until the end of the minimum shareholding requirement
period (excluding any shares above the minimum shareholding requirement).
The share price for the relevant measurement date will be based on the average closing share prices and the euro/sterling/US dollar exchange
rates from the 61 calendar days prior to and including the measurement date.
The table below shows the Executive Directors’ (and if applicable their ‘connected persons‘) interest in Unilever PLC ordinary shares and share
ownership against the minimum shareholding requirements as at 31 December 2025. Note that, subject to the approval of the new Remuneration
Policy, these shareholding requirements will increase in 2026 to 700%/600% of base salary for the CEO and CFO respectively.
Executive Directors’ and their connected persons’ interests in shares and share ownership
Share ownership guideline as a % of fixed pay (as at 31 December 2025) | Have guidelines been met (as at 31 December 2025) | Actual share ownership as a % of fixed pay (as at 31 December 2025)(a) | |
Fernando Fernandez | 500% | Yes | 861% |
Srinivas Phatak(b) | 400% | No | 231% |
Hein Schumacher(c) | 500% | No | 74% |
(a)Calculated using the methodology set out on the previous page and the headline fixed pay as at 31 December 2025 or date of stepping down from the Board if earlier.
(b)Srinivas Phatak has five years from the date of his appointment to achieve his personal shareholding requirement.
(c)Hein Schumacher stepped down as CEO with effect from 1 March 2025. In accordance with the Remuneration Policy, he is required to retain all of his current shareholding for a period of
two years from the date of his departure.
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DIRECTORS’ REMUNERATION REPORT | ||
Executive Directors’ share interests as at 31 December 2025
The total interests of Executive Directors (including those of any connected persons) in Unilever PLC ordinary shares, or scheme interests in
relation to those shares were:
Beneficially owned shares | Share awards with performance conditions(a) | Shares awards without performance conditions(b) | Total scheme interests(c) | |
CEO: Fernando Fernandez | 283,529 | 119,141 | 23,755 | 402,670 |
CFO: Srinivas Phatak | 49,295 | 15,842 | 0 | 65,137 |
Hein Schumacher(d) | 24,811 | 150,583 | 11,036 | 175,394 |
(a)Awards under the Performance Share Plan excluding dividend equivalents. Dividend equivalents are subject to the same underlying performance conditions as the original share awards.
(b)Awards under the annual bonus deferral scheme excluding any re-invested dividends. These are included in the beneficially owned total.
(c)The sum of beneficially owned shares and share awards with performance conditions.
(d)For Hein Schumacher, the values reflect the shareholdings at 1 March 2025, when he stepped down as CEO.
There are no awards of shares in the form of options.
During the period between 1 January and 2 March 2026, the following changes in interests have occurred:
■As detailed on page 97, on 12 February 2026, Fernando Fernandez acquired 17,327 shares and Srinivas Phatak acquired 5,917 shares
following the vests of their 2023–2025 PSP awards.
■On 12 February 2026, Fernando Fernandez sold 17,327 shares at a price of £52.50.
The voting rights of the Directors (Executive and Non-Executive) and ULE members who hold interests in the share capital of Unilever PLC are
the same as for other holders of the class of shares indicated. As at 2 March 2026, none of the Directors’ (Executive and
Non-Executive) or other ULE members’ shareholdings amounted to more than 1% of the issued shares in that class of share (except Nelson
Peltz, who owns 1.3% of the Unilever PLC issued share capital including via Trian Fund Management as a connected person). On page 63, the
full share capital of Unilever PLC has been described. Pages 146 and 147 set out how many shares Unilever held to satisfy the awards under the
share plans.
PAYMENTS TO FORMER DIRECTORS
The table below shows the 2025 payments to former Directors as follows:
■To Alan Jope in accordance with arrangements as disclosed in the 2022 Directors’ Remuneration Report;
■To Graeme Pitkethly in accordance with arrangements as disclosed in the 2023 Directors’ Remuneration Report; and
■To Hein Schumacher in accordance with arrangements as disclosed in the 2024 Directors’ Remuneration Report.
There have been no payments for loss of office during the year.
Alan Jope (€'000) | Graeme Pitkethly (€'000) | Hein Schumacher (€'000) | |
Fixed pay(a) | 0 | 0 | 1,784 |
Benefits(b) | 39 | 24 | 162 |
Bonus(c) | 0 | 0 | 324 |
PSP(d) | 0 | 0 | 0 |
Total | 39 | 24 | 2,270 |
(a)As disclosed in the 2024 Directors’ Remuneration Report, Hein Schumacher received fixed pay from 1 March 2025 to 31 May 2025, and pay in lieu of notice (PILON) for the period 1 June
2025 to 24 February 2026. Refer to the single figure table on page 96 for the period 1 January 2025 to 28 February 2025.
(b)Includes tax preparation costs for Alan Jope and Graeme Pitkethly. For Hein Schumacher, this includes death, disability and medical benefits, tax preparation, legal costs and relocation
fees.
(c)As disclosed in the 2024 Directors’ Remuneration Report, Hein Schumacher received a bonus pro-rated for the period 1 March 2025 to 30 April 2025, and the amount reflects the
performance outcome of 70%. Refer to the single figure table on page 96 for the period 1 January 2025 to 28 February 2025. In line with the current Directors’ Remuneration Policy, 50%
of the net annual bonus is deferred into shares and 17,340 bonus deferral shares were granted in March 2025.
(d)Details of the 2022-2024 PSP awards to Alan Jope and Graeme Pitkethly that vested in February 2025 were disclosed in the 2024 Directors’ Remuneration Report. Hein Schumacher did
not have a 2022-2024 PSP award. The vesting of 2023-2025 PSP awards will be disclosed in the 2026 Directors’ Remuneration Report.
102 | Unilever Annual Report on Form 20-F 2025 | Governance Report |
DIRECTORS’ REMUNERATION REPORT | ||
IMPLEMENTATION OF THE POLICY FOR NON-EXECUTIVE DIRECTORS
As disclosed in the 2024 Directors’ Remuneration Report (Chair’s letter on page 97), the Board increased the Chair fee to £725,000 per year,
effective 1 April 2025, and announced a review of fees for other Non-Executive Director roles. Following the review, effective 1 April 2025, the
basic Non-Executive Director fee was increased to £105,000 per year, and the Chair of the Remuneration Committee fee was increased to
£40,000 per year. As set out on page 82, effective 1 April 2026, the Chair fee will increase to £800,000 per year, the basic Non-Executive Director
fee will increase to £110,000 per year and the Chair of the Corporate Responsibility Committee fee will increase to £40,000 per year. All changes
are set out in the table below.
Non-Executive Director fees are set and paid in GBP. The table below outlines the current fee structure shown in our reporting currency of EUR
and GBP, using the average exchange rate over 2025 (£1 = €1.1699) (rounded).
2026 | 2025 | ||||
Roles and responsibilities | Annual Fee € | Annual Fee £ | Annual Fee € | Annual Fee £ | |
Basic Non-Executive Director Fee(a)(b) | 128,689 | 110,000 | 122,840 | 105,000 | |
Chair (all-inclusive)(c)(d) | 935,920 | 800,000 | 848,178 | 725,000 | |
Vice Chair/Senior Independent Director (SID) | 46,796 | 40,000 | 46,796 | 40,000 | |
Chair of Audit Committee and Chair of Remuneration Committee(e) | 46,796 | 40,000 | 46,796 | 40,000 | |
Chair of Corporate Responsibility Committee(f) | 46,796 | 40,000 | 40,947 | 35,000 | |
Chair of Nominating and Corporate Governance Committee | 35,097 | 30,000 | 35,097 | 30,000 | |
Member of Audit Committee | 29,248 | 25,000 | 29,248 | 25,000 | |
Member of Corporate Responsibility Committee and Member of Remuneration Committee | 23,398 | 20,000 | 23,398 | 20,000 | |
Member of Nominating and Corporate Governance Committee | 17,549 | 15,000 | 17,549 | 15,000 | |
(a)Increased from £95,000 to £105,000 per year, effective 1 April 2025. The pro-rated amount paid in 2025 was £102,500 (€119,915).
(b)To be increased from £105,000 to £110,000 per year, effective 1 April 2026. The pro-rated amount to be paid in 2026 is £108,750 (€127,227).
(c)Increased from £660,000 to £725,000 per year, effective 1 April 2025. The pro-rated amount paid in 2025 was £708,750 (€829,167).
(d)To be increased from £725,000 to £800,000 per year, effective 1 April 2026. The pro-rated amount to be paid in 2026 is £781,250 (€913,984).
(e)Increased from £35,000 to £40,000 per year, effective 1 April 2025. The pro-rated amount paid in 2025 was £38,750 (€45,334).
(f)To be increased from £35,000 to £40,000 per year, effective 1 April 2026. The pro-rated amount to be paid in 2026 is £38,750 (€45,334).
All reasonable travel and other expenses incurred by Non-Executive Directors in the course of performing their duties are considered to be
business expenses and so are reimbursed.
SINGLE FIGURE OF REMUNERATION IN 2025 FOR NON-EXECUTIVE DIRECTORS
The table below shows a single figure of remuneration for each of our Non-Executive Directors for the years 2024 and 2025.
2025 | 2024 | ||||||
Non-Executive Director | Fees(a)(b) €'000 | Benefits(a)(c) €'000 | Total remuneration €'000 | Fees(a) €'000 | Benefits(a)(c) €'000 | Total remuneration €'000 | |
Adrian Hennah | 184 | – | 184 | 171 | – | 171 | |
Andrea Jung(d) | 74 | 27 | 101 | 218 | – | 218 | |
Susan Kilsby | 225 | 75 | 300 | 169 | – | 169 | |
Ruby Lu | 173 | 70 | 243 | 157 | – | 157 | |
Judith McKenna | 178 | 119 | 297 | 125 | – | 125 | |
Ian Meakins | 829 | 10 | 839 | 778 | – | 778 | |
Nelson Peltz | 143 | 40 | 183 | 136 | – | 136 | |
Benoît Potier | 173 | 17 | 190 | – | – | – | |
Zoe Yujnovich | 136 | 1 | 137 | – | – | – | |
Total | 2,115 | 359 | 2,474 | 1,754 | – | 1,754 | |
(a)Where relevant, amounts for 2024 have been translated into euros using the average exchange rate over 2024 (£1 = €1.1791). Amounts for 2025 have been translated into euros using
the average exchange rate over 2025 (£1 = €1.1699).
(b)All Non-Executive Directors serving after 1 April 2025 have received an increase to their basic Non-Executive Director fee as disclosed above. Current Committee Chair and membership
roles are set out on page 56.
(c)In accordance with the Remuneration Policy, benefits consist of expense reimbursements that are considered taxable benefits-in-kind in the UK, such as Non-Executive Directors’ travel,
accommodation and subsistence expenses in connection with attendance at Board meetings, and the taxes paid thereon.
(d)Retired from the Board at the May 2025 AGM.
We do not grant our Non-Executive Directors any personal loans or guarantees or any variable remuneration, nor are they entitled to any
severance payments.
Governance Report | Unilever Annual Report on Form 20-F 2025 | 103 |
DIRECTORS’ REMUNERATION REPORT | ||
PERCENTAGE CHANGE IN REMUNERATION OF NON-EXECUTIVE DIRECTORS
The table below shows the five-year history of year-on-year percentage change for fees and other benefits for the Non-Executive Directors who
were Non-Executive Directors at any point during 2025. Please see page 106 for a comparison of the percentage change in remuneration of
Unilever PLC employees.
Total Remuneration(a) | |||||
Non-Executive Director | % change from 2024 to 2025 | % change from 2023 to 2024 | % change from 2022 to 2023 | % change from 2021 to 2022 | % change from 2020 to 2021 |
Adrian Hennah | 7.6 | (3.4) | 26.4 | 566.7 | — |
Andrea Jung | (53.7) | 2.4 | 6.5 | 11.1 | 32.8 |
Susan Kilsby | 77.5 | 20.7 | (9.1) | 22.2 | (3.0) |
Ruby Lu | 54.8 | 10.6 | (7.8) | 569.6 | — |
Judith McKenna | 137.6 | — | — | — | — |
Ian Meakins | 7.8 | 755.0 | — | — | — |
Nelson Peltz | 34.6 | 3.0 | 144.4 | — | — |
Benoît Potier | n/a | ||||
Zoe Yujnovich | n/a | ||||
(a)Non-Executive Directors receive an annual fixed fee and do not receive any Company performance-related payments. The year-on-year % changes are therefore due to changes in
Committee Chair or memberships, mid-year appointments or retirements, fee increases (in line with policy and as disclosed in applicable Directors’ Remuneration Reports), travel costs
and changes in the average sterling-to-euro exchange rate.
NON-EXECUTIVE DIRECTORS’ INTERESTS IN SHARES
Non-Executive Directors are encouraged to build up a personal shareholding of at least 100% of their annual fees over the five years from appointment.
The table below shows the interests in Unilever PLC ordinary shares as at 31 December 2025 of Non-Executive Directors and their connected persons.
This is set against the minimum shareholding recommendation.
There has been no change in these interests between 1 January 2026 and 2 March 2026.
Non-Executive Director | Shares held at 31 December 2025(a) | Actual share ownership as a % of NED fees (as at 31 December 2025) |
Adrian Hennah | 3,555 | 107% |
Andrea Jung | 4,576 | 344% |
Susan Kilsby | 2,000 | 49% |
Ruby Lu | – | —% |
Judith McKenna | – | —% |
Ian Meakins | 23,143 | 154% |
Nelson Peltz(b) | 28,604,168 | 1,103,049% |
Benoît Potier | – | —% |
Zoe Yujnovich | 2,222 | 91% |
(a)Date of retirement from the Board if earlier than 31 December 2025.
(b)Share ownership also includes shares held by Trian Fund Management as a connected person.
REMUNERATION IN THE WIDER CONTEXT
The Committee upholds its obligation under Section 172 of the UK Companies Act 2006 (see pages 60 to 61) to consider the impact of what we
do on our multiple stakeholders. These considerations shape the way the Committee looks at pay and sets pay rates for our Executive and Non-
Executive Directors relative to our wider workforce. We will continue to advance these initiatives over the years ahead to enhance the livelihoods
of all our employees. See www.unilever.com/sustainability for further details.
Commitment to fair pay
Fairness in the workplace is a core pillar of our Code of Business Principles. As part of our Framework for Fair Compensation, we are committed
to paying a fair wage to all direct employees, which we achieved in 2020. In 2021, we achieved our first global independent accreditation as a
living wage employer. In 2024, we were awarded our second global independent accreditation as a living wage employer. To maintain this
standard, Unilever annually reviews direct employees’ pay and benefits against an independent living wage benchmark, with corrective action
being taken as necessary. The data disclosed includes all employees who are integrated into Unilever’s global reward structure and human
resources information system.
Our Framework for Fair Compensation outlines the Company’s position on wages for direct employees and includes principles such as fair and
liveable compensation, market-based compensation and non-discrimination in compensation. Accountability for implementation of this framework
sits with the Chief People Officer. The framework is publicly available and applied locally through compensation policies and procedures.
Alignment of executive pay with the wider workforce
Remuneration arrangements throughout the Group are based on the same principle: that reward should support our business strategy and be
sufficient to attract and retain high-performing individuals by paying competitively. As a global organisation with employees working at different
levels and in many countries, the way we apply this principle varies by geography and seniority.
104 | Unilever Annual Report on Form 20-F 2025 | Governance Report |
DIRECTORS’ REMUNERATION REPORT | ||
Executive Directors | Below the Board | |
Base salary | When determining Executive Director pay, the Committee considers Group-wide employee pay arrangements, including the average global pay review budget for management. Typically pay increases are at or below the average percentage increase for the wider UK population. | The average salary increase for the wider workforce globally in 2025 was 6.54%. Salaries take account of local inflation and market competitiveness. |
Benefits | Benefits are aligned to market practice. | Benefits are competitive and aligned to local market practice. There is a focus on enabling employee choice wherever possible to ensure that benefits cater for a wide range of needs and circumstances. |
Pension | Pension allowance of 11% of base salary (if the new Remuneration Policy is approved), aligned to the default employer contribution for UK employees. | Pension arrangements reflect local market practice. |
Annual bonus | Executive Directors have a significant portion of their total remuneration delivered in variable short- and long-term incentives, reflecting their ability to influence and deliver the strategic objectives of the business. The annual bonus is based on performance against financial measures only (no individual performance element). 50% of bonus is deferred into shares held for three years (until the shareholding requirement is met, if the new Remuneration Policy is approved). | All managers participate in the same annual bonus scheme, with the same performance measures, weightings and structure. The majority of employees across the world are eligible to participate in some form of short-term incentive (annual bonus, sales incentive or manufacturing bonus). Under the annual bonus, a multiplier based on performance against individual goals is applied to the business performance outcome, to allow effective differentiation of high and low performance. For the ULE, the individual performance element is based on business or function-wide strategic objectives. For Business Group Presidents on the ULE, the business performance element is based on 75% Business Group performance and 25% Unilever Group performance, whereas for Functional Heads, the business performance element is based fully on Unilever Group. |
Long-term incentives | Executive Directors participate in the PSP. Awards vest after three years, subject to stretching performance conditions. Executive Director awards are subject to a two- year post-vesting retention period to further strengthen alignment with shareholder interests. Executive Directors must also retain a significant shareholding in Unilever (including for two years after leaving the Company), meaning they may not sell shares realised under the PSP until they have met this requirement. | Senior managers participate in the PSP with the same performance measures, weightings and targets as the Executive Directors. Lower levels of management are eligible to receive an annual award of restricted shares. Wherever possible, all other employees have the opportunity to participate in the global share purchase plan called SHARES, which is offered in more than 80 countries. Through these initiatives, we continue to encourage our employees to adopt an owner’s mindset with the goal of achieving our growth ambition, so they can share in the long-term success of Unilever. |
Other disclosures related to Directors’ remuneration
Unilever regularly looks at pay ratios throughout the Group, and between each work level (WL), and we have disclosed this for a number of
years. The following table provides a detailed breakdown of the fixed and variable pay elements for each of our UK work levels, showing how
each work level compares to the CEO in 2025 (with equivalent 2024 figures for comparison purposes).
For 2025, the CEO data used is the total of fixed and variable pay for Hein Schumacher (€632,000 for the period 1 January 2025 to 28 February
2025) and Fernando Fernandez (€4,972,000 for the period 1 March 2025 to 31 December 2025), as set out in the single figure table and
supporting notes on page 96. The 2024 CEO data is the applicable data for Hein Schumacher from the single figure table for Executive Directors
on page 103 of the 2024 Directors’ Remuneration Report.
Governance Report | Unilever Annual Report on Form 20-F 2025 | 105 |
DIRECTORS’ REMUNERATION REPORT | ||
CEO Pay Ratio Comparison (split by fixed pay and benefits/variable pay)
CEO = 83.7 x WL1
CEO = 74.7 x WL1
CEO = 44.9 x WL2
CEO = 41 x WL2
CEO = 20.5 x WL3
CEO = 18.9 x WL3
CEO = 9.7 x WL4
CEO = 9.1 x WL4
CEO = 4.1 x WL5
CEO = 4.2 x WL5
CEO = 1.8 x WL6
CEO = 1.7 x WL6
€0m | €1m | €2m | €3m | €4m | €5m | €6m | €7m |
2025 Fixed pay and benefits | 2025 Variable pay | 2024 Fixed pay and benefits | 2024 Variable pay |
The year-on-year comparison reflects a reduction in fixed pay and an increase in variable pay for the CEO for 2025. The 2025 bonus outcome was lower
than in 2024 but 2025 included a PSP vest whereas the prior CEO was ineligible to participate in the 2022–2024 PSP cycle. The CEO has a higher
weighting on performance-related pay compared to other employees. Across the organisation, total pay has slightly increased compared to 2024 for
lower work levels (up to WL4) and is broadly similar for higher work levels. The numbers are also impacted by fluctuations in the exchange rates
used to convert pay denominated in pounds sterling to euros for reporting purposes. Where relevant, amounts for 2024 have been translated
using the average exchange rate over 2024 (€1 = £0.8481), and amounts for 2025 have been translated using the average exchange rate over
2025 (€1 = £0.8547).
Annual bonus and PSP for UK employees were calculated using:
■Target annual bonus values considered for the respective year.
■PSP values calculated at target for the relevant employee work level, i.e. 50% of target bonus for WL2 and 100% of target bonus for WL3–6.
Fixed pay figures reflect all elements of pay (including allowances) and benefits paid in cash. The data disclosed excludes employees who are
not integrated into Unilever’s global reward structure and human resources information system.
CEO pay ratio comparison
The table below is included to meet UK requirements and shows how salary and pay and benefits for the CEO compares to UK employees at the
25th percentile, median and 75th percentile.
Year | 25th percentile | Median percentile | 75th percentile | |
Year ended 31 December 2025 | Salary: | £44,762 | £53,141 | £74,984 |
Pay and benefits: | £62,794 | £77,719 | £119,448 | |
Pay ratio (Option A): | 76:1 | 62:1 | 40:1 | |
Year ended 31 December 2024 | Salary: | £39,179 | £47,699 | £66,057 |
Pay and benefits: | £53,620 | £66,215 | £100,517 | |
Pay ratio (Option A): | 88:1 | 71:1 | 47:1 | |
Year ended 31 December 2023 | Salary: | £40,968 | £49,224 | £67,565 |
Pay and benefits: | £52,551 | £65,305 | £103,527 | |
Pay ratio (Option A): | 100:1 | 81:1 | 51:1 | |
Year ended 31 December 2022 | Salary: | £36,802 | £44,478 | £60,788 |
Pay and benefits: | £49,868 | £61,553 | £93,612 | |
Pay ratio (Option A): | 92:1 | 75:1 | 49:1 | |
Year ended 31 December 2021 | Salary: | £34,560 | £42,668 | £58,869 |
Pay and benefits: | £48,229 | £60,306 | £90,335 | |
Pay ratio (Option A): | 87:1 | 70:1 | 47:1 | |
Year ended 31 December 2020 | Salary: | £34,298 | £41,010 | £55,000 |
Pay and benefits: | £45,713 | £55,751 | £80,670 | |
Pay ratio (Option A): | 67:1 | 55:1 | 38:1 | |
Year ended 31 December 2019 | Salary: | £38,510 | £45,154 | £59,988 |
Pay and benefits: | £50,689 | £61,086 | £87,982 | |
Pay ratio (Option A): | 83:1 | 69:1 | 48:1 |
106 | Unilever Annual Report on Form 20-F 2025 | Governance Report |
DIRECTORS’ REMUNERATION REPORT | ||
Option A was used to calculate the pay and benefits of employees at the 25th percentile, median and 75th percentile. This is the most accurate
methodology, as it is based on the total full-time equivalent total reward for all UK employees of the Group for the relevant financial year. Figures
are calculated by reference to full-time equivalent employees as at 31 December 2025. The data disclosed excludes employees who are not
integrated into Unilever’s global reward structure and human resources information system.
Benefits for UK employees include any pension arrangements, while Executive Directors are not entitled to pension benefits under the current
Remuneration Policy.
Variable pay figures for UK employees are calculated on the basis set out in the paragraph for other work levels below the ‘CEO pay ratio
comparison’ table on page 105. The reason for this is it would be unduly onerous to recalculate these figures when, based on a sample, the
impact of such recalculation is expected to be minimal.
The median pay ratio has decreased in 2025 compared to the prior year due to the change in CEO. Pay, reward and progression policies within
Unilever are consistent as the Remuneration Policy is applicable across our circa 12,500 managers throughout the business worldwide.
Percentage change in remuneration of Executive Directors (CEO/CFO)
The table below shows the five-year history of year-on-year percentage change for fixed pay, other benefits (excluding pension), and bonus for
the CEO, CFO and Unilever PLC employees (based on total full-time equivalent total reward for the relevant financial year) pursuant to UK
requirements. The figures for the Executive Directors are based on the single figure table on page 96. There is no data for Srinivas Phatak as he
was appointed CFO on 16 September 2025 and there is no prior-year comparator.
In accordance with the regulations, we are required to show the percentage change in pay for Directors compared to the pay of our Unilever PLC
entity employees only, which is a relatively small and unrepresentative proportion of our total UK workforce. We believe it is more meaningful to
consider the mandatory disclosure on pay ratios on page 105, which compares the CEO’s pay to the pay of all of our UK employees, and also
the voluntary additional disclosure on pay ratios split by all UK work levels on page 105.
The respective changes in fees for our Non-Executive Directors are included in the table ‘Percentage change in remuneration of
Non-Executive Directors’ on page 103.
Fixed pay | Other benefits (not including pension) | Bonus | ||
% change from 2024 to 2025(a) | CEO: Hein Schumacher(b) | (83.4%) | (100.0%) | (90.4%) |
CEO: Fernando Fernandez(c) | 45.6% | (50.2%) | 1.9% | |
CFO: Srinivas Phatak | n/a | n/a | n/a | |
Unilever PLC employees(d) | (16.6%) | (9.4%) | (43.6%) | |
% change from 2023 to 2024 | CEO: Hein Schumacher | 71.5% | 1.6% | 81.8% |
CFO: Fernando Fernandez | n/a | n/a | n/a | |
Unilever PLC employees | 12.2% | 26.8% | 20.3% | |
% change from 2022 to 2023 | CEO: Alan Jope | (50.0%) | (56.9%) | (56.8%) |
CEO: Hein Schumacher | 3480.6% | n/a | n/a | |
CFO | 6.0% | 31.3% | (8.3%) | |
Unilever PLC employees | 0.2% | (12.1%) | (19.2%) | |
% change from 2021 to 2022 | CEO | 1.8% | 34.2% | 67.0% |
CFO | 1.7% | 2.1% | 67.0% | |
Unilever PLC employees | (4.3%) | 7.4% | 57.0% | |
% change from 2020 to 2021 | CEO | 1.7% | 35.7% | 71.6% |
CFO | 1.8% | 23.7% | 71.7% | |
Unilever PLC employees | (19.3%) | (2.2%) | (10.6%) |
(a)All 2025 figures are based on the single figure table on page 96. The figures for Fernando Fernandez reflect his service as CFO (from 1 January 2025 to 28 February 2025) and as CEO
(from 1 March 2025).
(b)The decrease in fixed pay and bonus for Hein Schumacher is because he stepped down as CEO with effect 1 March 2025 (bonus also reflects the lower outcome of 70% compared to
122% in 2024). No benefits are shown in the 2025 single figure table (please refer to page 101).
(c)The increase in fixed pay and bonus for Fernando Fernandez is because he was promoted to CEO with effect from 1 March 2025 (bonus reflects the higher target for CEO but offset by
the lower outcome of 70% compared to 122% in 2024). Benefits have fallen due to lower relocation costs.
(d)For Unilever PLC employees, fixed pay numbers include cash-related benefits employees receive as part of their total compensation, to ensure we can accurately compare fixed pay for
them against that of the CEO and CFO. The reductions in fixed pay and benefits for 2025 compared to 2024 reflect changes to the number and grade profile of PLC employees (which is a
very small group of employees), and in addition the change in bonus reflects a lower outcome compared to 2024. Figures are also affected by changes in the average sterling-to-euro
exchange rate. The data disclosed excludes employees who are not integrated into Unilever’s global reward structure and human resources information system.
Governance Report | Unilever Annual Report on Form 20-F 2025 | 107 |
DIRECTORS’ REMUNERATION REPORT | ||
RELATIVE IMPORTANCE OF SPEND ON PAY
The chart below shows the relative spend on pay compared with dividends paid to Unilever shareholders and underlying earnings. Underlying
earnings represents the underlying profit attributable to Unilever shareholders and provides a good reference point to compare spend on pay.
The chart shows the percentage of movement in underlying earnings, dividends and total staff costs versus the previous year.
(0.8%)
Underlying
earnings(a)
12.3%
2.3%
Dividends and
buyback(b)
(0.1%)
(6.9%)
Total staff
costs(c)
4.4%
€0m | €1,000m | €2,000m | €3,000m | €4,000m | €5,000m | €6,000m | €7,000m | €8,000m |
2025 | 2024 |
(a)In calculating underlying profit attributable to shareholders, net profit attributable to shareholders is adjusted to eliminate the post-tax impact of non-underlying items in operating profit and
any other significant unusual terms within net profit but not operating profit (see note 7 on page 151 for details). 2023 and 2024 comparators have been re-presented to reflect the
demerger of our Ice Cream business.
(b)Includes share buyback of €1,510 million in 2025 and €1,508 million in 2024. Includes dividends on ordinary share capital during the year and not the dividend in specie relating to the
demerger of our Ice Cream business.
(c)2023 and 2024 comparators have been re-presented to reflect the demerger of our Ice Cream business.
CEO SINGLE FIGURE TEN-YEAR HISTORY
The table below shows the ten-year history of the CEO single figure of total remuneration.
2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | |
CEO single figure of total remuneration (€‘000)(a) | 8,370 | 11,661 | 11,726 | 4,894 | 3,447 | 4,890 | 5,395 | 6,070 | 5,552 | 5,604 |
Annual bonus outcome (% maximum) | 92% | 100% | 51% | 55% | 32% | 54% | 89% | 77% | 81% | 47% |
GSIP performance shares vesting outcome (% maximum)(b) | 35% | 74% | 66% | 60% | n/a | n/a | n/a | n/a | n/a | n/a |
MCIP matching shares vesting outcome (% maximum)(c) | 47% | 99% | 88% | n/a | 42% | 44% | 35% | 44% | n/a | n/a |
PSP performance shares vesting outcome (% maximum) | n/a | n/a | n/a | n/a | n/a | n/a | n/a | 32% | n/a | 68% |
(a)2023 figure is based on the combined single figure of remuneration for Alan Jope and Hein Schumacher, as set out on page 132 of the 2023 Directors’ Remuneration Report. 2025 figure is
based on the combined single figure of remuneration for Hein Schumacher (€632,000 for the period 1 January 2025 to 28 February 2025) and Fernando Fernandez (€4,972,000 for the
period 1 March 2025 to 31 December 2025), as set out in the single figure table and supporting notes on page 96.
(b)Global Share Incentive Plan (GSIP). Last CEO award was for the performance period ended 2019.
(c)Management Co-Investment Plan (MCIP). Last performance period ended in 2023.
Ten-year historical TSR performance
The graph below includes growth in the value of a hypothetical £100 investment over ten years’ FTSE 100 comparison, based on
30-trading-day average values. The FTSE 100 Index is the most relevant index in the UK and where we have our principal listing. Unilever is a
constituent of this index.
Value of hypothetical £/€ holding
108 | Unilever Annual Report on Form 20-F 2025 | Governance Report |
DIRECTORS’ REMUNERATION REPORT | ||
SHAREHOLDER VOTING
Unilever is committed to ongoing shareholder dialogue and takes an active interest in voting outcomes. In the event of a substantial vote against
a resolution in relation to Directors’ remuneration, Unilever seeks to understand the reasons for any such vote.
Following the AGM on 30 April 2025, 72.29% of votes were cast in favour of the Directors’ Remuneration Report. While the Board was pleased
that the resolution received majority support, the Company recognises the importance of understanding the reasons behind votes against.
Following the AGM, the Company contacted its largest shareholders – representing 46.3% of the share register – as well as other shareholders
who voted against the Remuneration Report and several proxy agencies. In total, we held 22 meetings to gain deeper insight into shareholder
views and concerns regarding Directors’ remuneration.
Shareholders who opposed the 2024 Directors’ Remuneration Report consistently cited two key concerns. Firstly, the disapplication of time pro-
ration on three outstanding long-term incentive awards for the former CEO, Alan Jope, and the former CFO, Graeme Pitkethly, who retired from
the Company in 2022 and 2023 respectively. Secondly, the approach taken to setting fixed pay for Fernando Fernandez on his appointment as
CEO.
The Company acknowledges that the disapplication of time pro-ration on three awards for the former CEO and former CFO were exceptional
decisions taken in order to mitigate the impact of the disruption to the business at a time of significant change and uncertainty. The Company has
publicly confirmed that it will apply time pro-ration to outstanding awards for future Director exits, in accordance with market practice and the
Remuneration Policy. This was demonstrated by the recent treatment of outstanding long-term incentive awards for the former CEO, Hein
Schumacher, where time pro-ration was applied to all unvested awards when Hein left the Company in March 2025. In dialogue with
shareholders and proxies, it has been understood and recognised that the non-pro-ration of awards to former Directors is a legacy decision and
not an ongoing issue.
On the approach to setting pay on appointment, the Company understands that some shareholders prefer to see phased progression over time
as opposed to a more significant salary uplift from the outset. The Board took this feedback into account when determining fixed pay for Srinivas
Phatak on his appointment as CFO in September 2025. His salary was set at a lower level than the previous CFO’s salary, with the intention to
gradually move pay to the appropriate position relative to the market over the next two to three years, subject to performance and the wider
external and internal context.
We would like to thank all of the shareholders and proxy agencies who spent time engaging with us recently and those who continue to engage
with us over the coming months. The Company will continue to meet with shareholders regularly on remuneration-related matters and their
perspectives are critical inputs into the Board’s discussions and decision-making.
The following table sets out the actual voting in respect of the 2024 Directors’ Remuneration Report and 2023 Remuneration Policy.
Voting outcome | For | Against | Withheld | |
2024 Directors’ Remuneration Report (2025 AGM) | 72.29% | 27.71% | 2,222,529 | |
2024 Directors’ Remuneration Policy (2024 AGM) | 97.69% | 2.31% | 2,918,626 |
The Directors’ Remuneration Report has been approved by the Board, and signed on its behalf by Prakash Kakkad, Chief Legal Officer and
Group Company Secretary.
Financial Statements | |||
110 | Statement of Directors’ Responsibilities | ||
111 | Report of Independent Registered Public Accounting Firm | ||
128 | Consolidated Financial Statements Unilever Group | ||
133 | Notes to the Consolidated Financial Statements | ||
192 | Group Companies | ||
201 | Shareholder Information – Financial Calendar | ||
202 | Additional Information for US Listing Purposes | ||
Unilever Ice Cream Demerger All figures are presented on a continuing operations basis. For Unilever, this comprises of four Business Groups: Beauty & Wellbeing, Personal Care, Home Care and Foods. | |||
110 | Unilever Annual Report on Form 20-F 2025 | Financial Statements |
Statement of Directors’ Responsibilities
ANNUAL ACCOUNTS
The Directors are responsible for preparing the Annual Report and Accounts in
accordance with applicable law and regulations. The Directors are also required
by the UK Companies Act 2006 to prepare accounts for each financial year that
give a true and fair view of the state of affairs of the Unilever Group and PLC as
at the end of the financial year, and of the profit or loss and cash flows for that
year.
The Directors consider that, in preparing the accounts, the Group and PLC have
used the most appropriate accounting policies, consistently applied and
supported by reasonable and prudent judgements and estimates. They also
confirm that all International Financial Reporting Standards (IFRS) as issued
by the International Accounting Standards Board (IASB), and UK-adopted
international accounting standards, which they consider to be applicable, have
been followed. In accordance with Disclosure Guidance and Transparency Rule
(’DTR’) 4.1.5R and 4.1.16R, the financial statements will form part of the annual
financial report prepared using the single electronic reporting format under DTR
4.1.17R and 4.1.18R. The auditor’s report on these financial statements provides
no assurance over whether the annual financial report has been prepared in
accordance with those requirements. The Directors are also responsible for
preparing the Annual Report and Accounts, including the consolidated financial
statements, in the European single electronic format in accordance with the
requirements as set out in Commission Delegated Regulation (EU) 2019/815
with regard to regulatory technical standards on the specification of a single
electronic reporting format.
The Directors have responsibility for ensuring that PLC keeps accounting records
which disclose with reasonable accuracy their financial position, and which
enable the Directors to ensure that the accounts comply with all relevant
legislation. They are also responsible for such internal control as they determine
is necessary to enable the preparation of financial statements that are free from
material misstatement, whether due to fraud or error, and 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 Registered Public Accounting Firm, is made with a view to
distinguishing for shareholders the respective responsibilities of the Directors and
of the auditors in relation to the accounts.
A copy of the financial statements of the Unilever Group is available at
www.unilever.com/investors. The Directors are responsible for the maintenance
and integrity of the website, and the work carried out by the auditors does not
involve consideration of these matters. Accordingly, the auditors accept no
responsibility for any changes that may have occurred to the financial statements
since they were initially placed on the website. Legislation in the UK and the
Netherlands governing the preparation and dissemination of financial statements
may differ from legislation in other jurisdictions.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
UK law sets out additional responsibilities for the Directors of PLC regarding
disclosure of information to auditors. To the best of each of the Directors’
knowledge and belief, and having made appropriate enquiries, all information
relevant to enabling the auditors to provide their opinions on PLC’s consolidated
and parent company accounts has been provided. Each of the Directors has
taken all reasonable steps to ensure their awareness of any relevant audit
information and to establish that Unilever PLC’s auditors are aware of any
such information.
DIRECTORS’ RESPONSIBILITY STATEMENT
Under company law, the directors must not approve the financial statements
unless they are satisfied that they give a true and fair view of the state of affairs
of the Group and parent company and of the Group’s profit or loss for that period.
Under applicable law and regulations, the directors are also responsible for
preparing a Strategic Report, Directors’ Report, Directors’ Remuneration Report
and Corporate Governance Statement that complies with that law and those
regulations.
Each of the Directors confirms that, to the best of his or her knowledge:
■The Unilever Annual Report and Accounts 2025, taken as a whole, is fair,
balanced and understandable, and provides the information necessary for
shareholders to assess the Company’s position and performance, business
model and strategy;
■The Financial Statements, which have been prepared in accordance
with International Financial Reporting Standards (IFRS) as issued by
the International Accounting Standards Board (IASB), and UK-adopted
international accounting standards, give a true and fair view of the assets,
liabilities, financial position and profit or loss of the Company and the
undertakings included in the consolidation taken as a whole; and
■The Management Report includes a fair review of the development
and performance of the business and the position of PLC and the
undertakings included in the consolidation taken as a whole, together with a
description of the principal risks and uncertainties that they face.
The Directors and their roles are listed on pages 52 to 55.
GOING CONCERN
The activities of the Group, together with the factors likely to affect its future
development, performance, financial position, its cash flows, liquidity position and
borrowing facilities, are described on pages 1 to 46. In addition, we describe in
notes 15 to 18 on pages 161 to 176 the Group’s objectives, policies and
processes for managing its capital; its financial risk management objectives;
details of its financial instruments and hedging activities; and its exposures to
credit and liquidity risk. Although not assessed over the same period as going
concern, the viability of the Group has been assessed on page 38.
The Group has considerable financial resources together with established
business relationships with many customers and suppliers in countries
throughout the world. As a consequence, the Directors believe that the Group is
well placed to manage its business risks successfully for at least 12 months from
the date of approval of the financial statements.
After making enquiries, the Directors consider it appropriate to adopt the going
concern basis of accounting in preparing this Annual Report and Accounts.
INTERNAL AND DISCLOSURE CONTROLS AND
PROCEDURES
Please refer to pages 32 to 37 for a discussion of Unilever’s principal risk factors
and to pages 31 to 38 for commentary on the Group’s approach to risk
management and control.
Financial Statements | Unilever Annual Report on Form 20-F 2025 | 111 |
Report of Independent Registered Public
Accounting Firm
To the Shareholders and Board of Directors Unilever PLC:
OPINIONS ON THE CONSOLIDATED FINANCIAL STATEMENTS AND INTERNAL CONTROL OVER
FINANCIAL REPORTING
We have audited the accompanying consolidated balance sheets of Unilever PLC and subsidiaries (the Company) as of December 31, 2025 and
2024, the related consolidated income statements, consolidated statements of comprehensive income, consolidated statements of changes in
equity, and consolidated cash flow statements for each of the years in the three-year period ended December 31, 2025, and the related notes
(collectively, the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of December
31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations
of the Treadway Commission.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the
Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period
ended December 31, 2025, in conformity with International Financial Reporting Standards Accounting Standards as issued by the International
Accounting Standards Board. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial
reporting as of December 31, 2025 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of
Sponsoring Organizations of the Treadway Commission.
The Company acquired Yeti Parent Holdings, LLC (“Dr. Squatch”), Uprising Science Private Limited (“Minimalist”), and Wild Cosmetics Limited
(“Wild”) during 2025, and management excluded from its assessment of the effectiveness of the Company’s internal control over financial
reporting as of December 31, 2025, Dr. Squatch’s, Minimalist’s, and Wild’s internal control over financial reporting associated with 3.0% of total
assets and 0.6% of total turnover included in the consolidated financial statements of the Company as of and for the year ended December 31,
2025. Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial
reporting of Dr. Squatch, Minimalist, and Wild.
BASIS FOR OPINIONS
The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial
reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s
Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s consolidated financial
statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm
registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the
Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and
whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the
consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures
included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also
included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall
presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of
internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered
necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
DEFINITION AND LIMITATIONS OF INTERNAL CONTROL OVER FINANCIAL REPORTING
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A
company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance
that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and
directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or
that the degree of compliance with the policies or procedures may deteriorate.
112 | Unilever Annual Report on Form 20-F 2025 | Financial Statements |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | ||
CRITICAL AUDIT MATTER
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was
communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the
consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical
audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating
the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Indirect tax contingent liabilities in Brazil related to a 2001 corporate reorganisation
As discussed in note 20 to the consolidated financial statements, there are contingent liabilities reported for indirect taxes relating to disputes
with the Brazilian authorities related to a 2001 corporate reorganisation. The total amount of the tax assessments received in respect of this
matter is €3,557 million as of 31 December 2025. There also remains the possibility of further material tax assessments related to the same
matter for periods not yet assessed.
We identified the evaluation of the indirect tax contingent liabilities in Brazil related to a 2001 corporate reorganisation as a critical audit matter. In
Brazil, there is a high degree of complexity involved in the local indirect tax regimes (both state and federal) and jurisprudence. Due to these
complexities, there is a high degree of judgement applied by the Company with respect to the uncertainty of the outcome of this matter. Complex
auditor judgement and specialised skills were required in evaluating the possible future outcomes of investigations by the authorities for
assessments received to ascertain if a liability exists, and in evaluating if the exposure of possible material tax assessments related to the same
matter for periods not yet assessed can be estimated.
The following are the primary procedures we performed to address this critical audit matter.
■We evaluated the design and tested the operating effectiveness of certain internal controls related to the indirect tax process including controls
related to the assessment of the outcome of investigations if a liability exists, and around evaluating exposure to possible material tax
assessments for periods not yet assessed.
■We involved local indirect tax professionals with specialized skills and knowledge who assisted in:
■assessing the appropriateness of the classification as contingent liabilities compared to the nature of the exposures, applicable regulations,
and related correspondence with the tax authorities; and
■assessing the confirmations received from the Company's external lawyers, considering any impact of legal precedent, case law and any
historical and recent judgements passed by the court authorities which could impact likelihood of outflow of economic resources.
■We inspected assessments received from tax authorities and compared their consistency, occurrence and amounts retrospectively over time
to previous management estimates made in the periods this matter was not yet assessed.
/s/ KPMG LLP
We have served as the Company’s auditor since 2014.
London, United Kingdom
March 4, 2026
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128 | Unilever Annual Report on Form 20-F 2025 | Financial Statements |
Consolidated Financial Statements
Unilever Group
Consolidated income statement
for the year ended 31 December
Notes | € million 2025 | € million 2024(a) | € million 2023(a) | |
Turnover | 2 | |||
Operating profit | 2 | |||
of which: (loss)/gain on disposal of group companies(b) | ( | ( | ||
Net finance costs | 5 | ( | ( | ( |
Pensions and similar obligations | ||||
Finance income | ||||
Finance costs | ( | ( | ( | |
Net monetary loss arising from hyperinflationary economies | 1 | ( | ( | ( |
Share of net profit of joint ventures and associates | 11 | |||
Other income/(loss) from non-current investments and associates | ( | ( | ||
Profit before taxation from continuing operations | ||||
Taxation | 6A | ( | ( | ( |
Net profit from continuing operations | ||||
Profit after taxation from discontinued operations | ||||
Gain on disposal of discontinued operations | 21 | |||
Net profit from discontinued operations | ||||
Total net profit | ||||
Attributable to: | ||||
Non-controlling interests | ||||
Shareholders’ equity | ||||
Total profit attributable to shareholders’ equity arises from: | ||||
Continuing operations | ||||
Discontinued operations | ||||
Total profit attributable to non-controlling interests arises from: | ||||
Continuing operations | ||||
Discontinued operations | ||||
Earnings per share | 7 | |||
Basic earnings per share (€) | ||||
Basic earnings per share (€) from continuing operations | ||||
Basic earnings per share (€) from discontinued operations | ||||
Diluted earnings per share (€) | ||||
Diluted earnings per share (€) from continuing operations | ||||
Diluted earnings per share (€) from discontinued operations |
(a)The 2024 and 2023 comparatives have been restated from those previously published to reflect the demerger of our Ice Cream business (see note 21).
(b)2024 net loss arises from the disposals of our Russian business, Elida Beauty, Pureit and Qinyuan. 2023 includes a gain of €497 million related to the disposal of Suave.
Note references in the consolidated income statement, consolidated statement of comprehensive income, consolidated statement of changes in equity, consolidated balance sheet and
consolidated cash flow statement relate to notes on pages 133 to 183, which form an integral part of the consolidated financial statements.
Financial Statements | Unilever Annual Report on Form 20-F 2025 | 129 |
CONSOLIDATED FINANCIAL STATEMENTS UNILEVER GROUP | ||
Consolidated statement of comprehensive income
for the year ended 31 December
Notes | € million 2025 | € million 2024(a) | € million 2023(a) | |
Net profit | ||||
Other comprehensive income from continuing operations | 6C | |||
Items that will not be reclassified to profit or loss, net of tax: | ||||
Gains/(losses) on equity instruments measured at fair value through other comprehensive income | ( | ( | ||
Remeasurement of defined benefit pension plans | 15B | ( | ||
Items that may be reclassified subsequently to profit or loss, net of tax: | ||||
Gains/(losses) on cash flow hedges | ( | ( | ||
Currency retranslation gains/(losses) | 15B | ( | ( | |
Other comprehensive income from continuing operations | ( | ( | ||
Other comprehensive income from discontinued operations | ( | |||
Total comprehensive income | ||||
Attributable to: | ||||
Non-controlling interests | ||||
Shareholders’ equity |
(a)The 2024 and 2023 comparatives have been restated from those previously published to reflect the demerger of our Ice Cream business (see note 21).
Note references in the consolidated income statement, consolidated statement of comprehensive income, consolidated statement of changes in equity, consolidated balance sheet and
consolidated cash flow statement relate to notes on pages 133 to 183, which form an integral part of the consolidated financial statements.
130 | Unilever Annual Report on Form 20-F 2025 | Financial Statements |
CONSOLIDATED FINANCIAL STATEMENTS UNILEVER GROUP | ||
Consolidated statement of changes in equity
for the year ended 31 December
€ million | Called up share capital | Share premium account | Unification reserve | Other reserves | Retained profit | Total | Non- controlling interests | Total equity |
31 December 2022 | ( | ( | ||||||
Profit or loss for the period | – | – | – | – | ||||
Other comprehensive income, net of tax: | ||||||||
Equity instruments gains/(losses) | – | – | – | ( | – | ( | ( | ( |
Cash flow hedges gains/(losses) | – | – | – | ( | – | ( | – | ( |
Remeasurements of defined benefit pension plans | – | – | – | – | ( | ( | ( | ( |
Currency retranslation gains/(losses)(a) | – | – | – | ( | ( | ( | ( | |
Total comprehensive income | – | – | – | ( | ||||
Dividends on ordinary capital | – | – | – | – | ( | ( | – | ( |
Cancellation of treasury shares(c) | ( | – | – | ( | – | |||
Repurchase of shares(d) | – | – | – | ( | – | ( | – | ( |
Movements in treasury shares(e) | – | – | – | ( | ( | – | ( | |
Share-based payment credit(f) | – | – | – | – | – | |||
Dividends paid to non-controlling interests | – | – | – | – | – | – | ( | ( |
Hedging (gain)/loss transferred to non-financial assets | – | – | – | – | – | |||
Other movements in equity | – | – | – | ( | ( | |||
31 December 2023 | ( | ( | ||||||
Profit or loss for the period | – | – | – | – | ||||
Other comprehensive income, net of tax: | ||||||||
Equity instruments gains/(losses) | – | – | – | – | – | |||
Cash flow hedges gains/(losses) | – | – | – | – | – | |||
Remeasurements of defined benefit pension plans | – | – | – | – | ( | |||
Currency retranslation gains/(losses)(a) | – | – | – | |||||
Total comprehensive income | – | – | – | |||||
Dividends on ordinary capital | – | – | – | – | ( | ( | – | ( |
Repurchase of shares(d) | – | – | – | ( | – | ( | – | ( |
Movements in treasury shares(e) | – | – | – | ( | ( | – | ( | |
Share-based payment credit(f) | – | – | – | – | – | |||
Dividends paid to non-controlling interests | – | – | – | – | – | – | ( | ( |
Hedging (gain)/loss transferred to non-financial assets | – | – | – | ( | – | ( | – | ( |
Other movements in equity | – | – | – | ( | ( | ( | ( | |
31 December 2024 | ( | ( | ||||||
Profit or loss for the period | – | – | – | – | ||||
Other comprehensive income, net of tax: | ||||||||
Equity instruments gains/(losses) | – | – | – | ( | – | ( | – | ( |
Cash flow hedges gains/(losses) | – | – | – | ( | – | ( | ( | ( |
Remeasurements of defined benefit pension plans | – | – | – | – | ( | |||
Currency retranslation gains/(losses)(a) | – | – | – | ( | ( | ( | ( | ( |
Total comprehensive income | – | – | – | ( | ||||
Dividends on ordinary capital | – | – | – | – | ( | ( | – | ( |
Non-cash dividend to shareholders(b) | – | – | – | – | ( | ( | – | ( |
Cancellation of treasury shares(c) | ( | – | – | ( | – | |||
Repurchase of shares(d) | – | – | – | ( | – | ( | – | ( |
Movements in treasury shares(e) | – | – | – | ( | ( | – | ( | |
Share-based payment credit(f) | – | – | – | – | – | |||
Dividends paid to non-controlling interests(g) | – | – | – | – | – | – | ( | ( |
Hedging (gain)/loss transferred to non-financial assets | – | – | – | ( | – | ( | ( | |
Other movements in equity(h) | – | – | – | ( | ||||
31 December 2025 | ( | ( |
(a)Includes a hyperinflation adjustment of €17 million in relation to Argentina and Turkey (2024: €880 million, primarily reflects the effect of significant inflationary pressures, particularly in
Argentina, compared with 2025, 2023: €308 million).
(b)A non‑cash dividend was distributed to shareholders in connection with the demerger of our Ice Cream business. The distribution was settled through the transfer of the Company’s equity
interest in the demerged entity, measured at fair value and recognised directly in equity with no associated cash outflow.
(c)During 2025, 13,288,138 PLC ordinary shares held as treasury shares were cancelled before share consolidation and 51,625,153 cancelled after share consolidation. During 2023,
retained profit on cancellation.
(d)Repurchase of shares reflects the cost of acquiring ordinary shares as part of the share buyback programmes announced on 10 February 2022, 8 February 2024 and 13 February 2025.
(e)Includes purchases and sales of treasury shares, other than the share buyback programme and the transfer from treasury shares to retained profit of share-settled schemes arising from
prior years and differences between purchase and grant price of share awards.
(f)The share-based payment credit relates to the non-cash charge recorded against operating profit in respect of the fair value of share options and awards granted to employees.
(g)Includes a non-cash dividend of €199 million by Hindustan Unilever Limited to its minority shareholders.
(h)Includes the impact on the minority liability and non-controlling interest following the acquisition of Dr. Squatch and Minimalist, and the step-up acquisitions of Nutrafol, Welly and Equilibra.
Financial Statements | Unilever Annual Report on Form 20-F 2025 | 131 |
CONSOLIDATED FINANCIAL STATEMENTS UNILEVER GROUP | ||
Consolidated balance sheet
for the year ended 31 December
Notes | € million 2025 | € million 2024 | |
Assets | |||
Non-current assets | |||
Goodwill | 9 | ||
Intangible assets | 9 | ||
Property, plant and equipment | 10 | ||
Pension asset for funded schemes in surplus | 4B | ||
Deferred tax assets | 6B | ||
Financial assets | 17A | ||
Other non-current assets | 11 | ||
Current assets | |||
Inventories | 12 | ||
Trade and other current receivables | 13 | ||
Current tax assets | |||
Cash and cash equivalents | 17A | ||
Other financial assets | 17A | ||
Assets held for sale | |||
Total assets | |||
Liabilities | |||
Current liabilities | |||
Financial liabilities | 15C | ||
Trade payables and other current liabilities | 14 | ||
Current tax liabilities | |||
Provisions | 19 | ||
Liabilities held for sale | |||
Non-current liabilities | |||
Financial liabilities | 15C | ||
Non-current tax liabilities | |||
Pensions and post-retirement healthcare liabilities: | |||
Funded schemes in deficit | 4B | ||
Unfunded schemes | 4B | ||
Provisions | 19 | ||
Deferred tax liabilities | 6B | ||
Other non-current liabilities | 14 | ||
Total liabilities | |||
Equity | |||
Shareholders’ equity | |||
Non-controlling interests | |||
Total equity | |||
Total liabilities and equity |
Note references in the consolidated income statement, consolidated statement of comprehensive income, consolidated statement of changes in equity, consolidated balance sheet and
consolidated cash flow statement relate to notes on pages 133 to 183, which form an integral part of the consolidated financial statements.
These financial statements have been approved by the Directors and signed on their behalf by Fernando Fernandez.
F Fernandez on behalf of The Board of Directors
4 March 2026
132 | Unilever Annual Report on Form 20-F 2025 | Financial Statements |
CONSOLIDATED FINANCIAL STATEMENTS UNILEVER GROUP | ||
Consolidated cash flow statement
for the year ended 31 December
Notes | € million 2025 | € million 2024(a) | € million 2023(a) | |
Net profit from continuing operations | ||||
Taxation | ||||
Share of net profit of joint ventures/associates and other (income)/loss from non-current investments | ( | ( | ( | |
Net monetary loss arising from hyperinflationary economies | ||||
Net finance costs | 5 | |||
Operating profit from continuing operations | ||||
Depreciation, amortisation and impairment | ||||
Changes in working capital: | ( | |||
Inventories | ( | ( | ||
Trade and other receivables(b) | ( | ( | ||
Trade payables and other liabilities(b) | ( | |||
Pensions and similar obligations less payments | ( | ( | ( | |
Provisions less payments | ( | ( | ||
Elimination of losses/(profits) on disposals | ( | |||
Non-cash charge for share-based compensation | ||||
Other adjustments | ||||
Cash flow from continuing operating activities | ||||
Income tax paid on continuing operations | ( | ( | ( | |
Net cash flow from continuing operating activities | ||||
Cash flow from operations attributable to discontinued operations | ||||
Income tax paid from discontinued operation | ( | ( | ( | |
Net operating cash flows attributable to discontinued operations | ||||
Total cash flows from operating activities | ||||
Interest received | ||||
Purchase of intangible assets | ( | ( | ( | |
Purchase of property, plant and equipment | ( | ( | ( | |
Disposal of property, plant and equipment | ||||
Acquisition of businesses and investments in joint ventures and associates | ( | ( | ( | |
Disposal of businesses, joint ventures and associates | ||||
Acquisition of other non-current investments | ( | ( | ( | |
Disposal of other non-current investments | ||||
Dividends from joint ventures, associates and other non-current investments | ||||
Sale/(purchase) of financial assets | ( | ( | ||
Net cash flow used in continuing investing activities | ( | ( | ( | |
Net investing cash flows attributable to discontinued operations | ( | ( | ( | |
Total cash outflow used in investing activities | ( | ( | ( | |
Dividends paid on ordinary share capital | ( | ( | ( | |
Interest paid | ( | ( | ( | |
Net change in short-term borrowings | ( | ( | ||
Additional financial liabilities | ||||
Repayment of financial liabilities | ( | ( | ( | |
Capital element of lease rental payments | ( | ( | ( | |
Repurchase of shares | 24 | ( | ( | ( |
Other financing activities(c) | ( | ( | ( | |
Net cash flow used in continuing financing activities | ( | ( | ( | |
Net financing cash flows attributable to discontinued operations | ( | ( | ||
Total cash flow used in financing activities | ( | ( | ( | |
Net increase/(decrease) in cash and cash equivalents | ( | ( | ||
Cash and cash equivalents at the beginning of the year | ||||
Effect of foreign exchange rate changes | ( | ( | ( | |
Cash and cash equivalents at the end of the year | 17A |
(a)The 2024 and 2023 comparatives have been re-presented to reflect the demerger of our Ice Cream business (see note 21).
(b)Net working capital includes the gross-up impact in receivables and payables arising due to the transitional service arrangement between Unilever and The Magnum Ice Cream Company.
(c)Comprises of minority dividend payment, and payments for step-up acquisitions.
The cash flows of pension funds (other than contributions and other direct payments made by the Group in respect of pensions and similar obligations) are not
included in the Group cash flow statement.
Financial Statements | Unilever Annual Report on Form 20-F 2025 | 133 |
Notes to the Consolidated Financial
Statements Unilever Group
policies
Group companies included in the consolidated financial statements for 2025 are
Unilever PLC (’PLC’) and all subsidiary undertakings, which are those entities
controlled by PLC. Control exists when the Group has the power to direct the
activities of an entity so as to affect the return on investment.
The net assets and results of acquired businesses are included in the
consolidated financial statements from their respective dates of acquisition, being
the date on which the Group obtains control.
The results of disposed businesses are included in the consolidated financial
statements up to their date of disposal, being the date control ceases.
Intra-group transactions and balances are eliminated.
STANDARDS
The consolidated financial statements have been prepared in accordance with
International Financial Reporting Standards (IFRS) as issued by the International
Accounting Standards Board (IASB), and UK-adopted international accounting
standards. The consolidated financial statements comply with the Companies Act
2006. These financial statements are prepared under the historical cost
convention unless otherwise indicated.
These financial statements have been prepared on a going concern basis.
The Group has considerable financial resources together with established
business relationships with many customers and suppliers in countries
throughout the world.
The Directors considered the Group’s overall financial position, exposure to principal
risks and future business forecasts. Specifically, they ensured that the expected cash
flows from those forecasts were sufficient to cover its obligations for the next 12
months from the date of approval of the financial statements. This also included
sensitivity considerations should the Group face an adverse environment leading to
reduced sales growth and operating margins versus forecasts. We describe in notes
15 to 18 on pages 161 to 176 the Group’s objectives, policies and processes for
managing its capital; its financial risk management objectives; details of its financial
instruments and hedging activities; and its exposures to credit and liquidity risk. The
Group has credit facilities available to raise short-term financing if necessary.
In conclusion, the Group is well placed to manage its business risks successfully
and meet its obligations for at least 12 months from the date of approval of the
The accounting policies adopted are the same as those which were applied for
the previous financial year except as set out below under the heading ‘Recent
accounting developments’.
Accounting policies are included in the relevant notes to the consolidated
financial statements. These are presented as text highlighted in grey on pages
133 to 183. The accounting policies below are applied throughout the financial
statements.
The consolidated financial statements are presented in euros.
Items included in the financial statements of individual group companies are recorded
in their respective functional currency, which is the currency of the primary economic
environment in which each entity operates.
Foreign currency transactions in individual group companies are translated into
functional currency using exchange rates at the date of the transaction. Foreign
exchange gains and losses from settlement of these transactions, and from
translation of monetary assets and liabilities at year-end exchange rates, are
recognised in the income statement except when deferred in equity as qualifying
hedges.
In preparing the consolidated financial statements, the balances in individual
group companies are translated from their functional currency into euros. Apart
from the financial statements of group companies in hyperinflationary economies
(see below), the income statement, the cash flow statement and all other
movements in assets and liabilities are translated at average rates of exchange
as a proxy for the transaction rate, or at the transaction rate itself if more
appropriate. Assets and liabilities are translated at year-end exchange rates.
The financial statements of group companies whose functional currency is
the currency of a hyperinflationary economy are adjusted for inflation and then
translated into euros using the balance sheet exchange rate. Amounts shown for prior
years for comparative purposes are not modified. To determine the existence of
hyperinflation, the Group assesses the qualitative and quantitative characteristics of
the economic environment of the country, such as the cumulative inflation rate over
the previous three years.
Effective from 1 January 2024, the functional currency of the Group’s ultimate
parent company, Unilever PLC (’PLC’) changed from sterling to euro. There was
no impact on the presentation of the Group results or restatements to the Group
financial statements as a result of this change.
As at 31 December 2023, the ordinary share capital of PLC was translated to
euro using the historical rate at the date the shares were issued (see note 15B
on page 162).
The effect of exchange rate changes during the year on net assets of foreign
operations is recorded in equity. For this purpose, net assets include loans between
group companies and any related foreign exchange contracts where settlement is
neither planned nor likely to occur in the foreseeable future.
The Group applies hedge accounting to certain exchange differences arising
between the functional currencies of a foreign operation and the functional
currency of the parent entity, regardless of whether the net investment is held
directly or through an intermediate parent. Differences arising on retranslation of
a financial liability designated as a foreign currency net investment hedge are
recorded in equity to the extent that the hedge is effective. These differences are
reported within profit or loss to the extent that the hedge is ineffective.
Cumulative exchange differences arising since the date of transition to IFRS of
1 January 2004 are reported as a separate component of other reserves. In the
event of disposal or part disposal of an interest in a group company either
through sale or as a result of a repayment of capital, the cumulative exchange
difference is recognised in the income statement as part of the profit or loss on
The Argentinian economy was designated as hyperinflationary from 1 July 2018
and the Turkish economy was designated as hyperinflationary from 1 July 2022.
As a result, application of IAS 29 ‘Financial Reporting in Hyperinflationary
Economies’ has been applied to all Unilever entities whose functional currency is
the Argentinian peso or the Turkish lira. The application of IAS 29 includes:
■adjustment of historical cost non-monetary assets and liabilities for the change
in purchasing power caused by inflation from the date of initial recognition to
the balance sheet date;
■adjustment of the income statement for inflation during the reporting period;
■translation of income statement at the period-end foreign exchange rate
instead of an average rate; and
■adjustment of the income statement to reflect the impact of inflation and
exchange rate movement on holding monetary assets and liabilities in local
currency.
discontinued operations) for 2025 are:
€ million | Argentina | Turkey | Total |
Total assets increase/(reduction) | ( | ( | ( |
Turnover increase/(reduction) | ( | ( | ( |
Operating profit increase/(reduction) | ( | ( | ( |
Net monetary gain/(loss) | ( | ( | ( |
134 | Unilever Annual Report on Form 20-F 2025 | Financial Statements |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS UNILEVER GROUP | ||
DISCONTINUED OPERATIONS
A disposal group is classified as held for sale or distribution when its carrying
amount is expected to be recovered principally through a sale or distribution to
shareholders rather than through continuing use. A discontinued operation is a
component of the Group that has been disposed of or is classified as held for
sale or distribution and represents a separate major line of business. In
accordance with IFRS 5, the results of discontinued operations are presented
separately in the consolidated income statement, consolidated statement of
comprehensive income, consolidated statement of cash flows and related notes.
Comparative information is re-presented to exclude the results of discontinued
operations.
The Ice Cream business met the criteria to be classified as held for distribution in
December 2025, following the Board’s formal approval of the demerger. At that
point, the distribution was considered highly probable and the internal separation
of the Ice Cream territories had been completed, meaning the business was
available for distribution in its current condition. As a former reportable segment
and major line of business, all Ice Cream activities have been treated as
discontinued operations in both current and comparative periods.
In line with IFRS 5, we have disclosed separately in the income statement,
statement of comprehensive income and cash flow statement results arising from
continuing and discontinued operations. 2023 and 2024 comparatives have been
re-presented on the same basis. There has been no change to the 2023 and
2024 balance sheet related amounts, including where balance sheet line item
reconciliations have been disclosed within the notes. Further details and a
In preparing these consolidated financial statements, we have considered the
impact of both physical and transition climate change risks, and any planned
mitigations, on the current valuation of our assets and liabilities. We have
identified risks and opportunities that could in the future be material to our
business, for example carbon tax or land use regulations. Where possible we
have performed quantitative assessments of these risks and opportunities based
on various scenarios for the years 2030, 2039 and 2050. These potential
financial impacts are based on high-level quantitative assessments and do not
include any assumptions on the impact of actions that we would undertake to
mitigate against these climate-related risks. Therefore, these quantifications do
not represent any type of financial forecast and thus are not directly incorporated
into any projections of long-term cash flows.
To determine if there is a material impact on the financial reporting judgements and
estimates as of the reporting period, we have reviewed each balance sheet line item
and identified those line items that have the potential to be significantly impacted by
climate-related risks and our plans to mitigate against these risks. Those line items
that have the potential to be significantly impacted have then been reviewed in detail
to confirm:
■that the growth rates and projected cash flows, used in assessing whether our
goodwill and indefinite-life intangibles are impaired, are consistent with our climate-
related risk assumptions and the actions we are taking to mitigate against those
risks; and
■that the useful lives of our property, plant and equipment are appropriate given the
potential physical and obsolescence risks associated with climate change and the
actions we are taking to mitigate against those risks.
In addition, it should be noted that climate-related risks could affect the financial
position of our defined benefit pension plan assets. The Trustees operate
diversified investment strategies and are continuously assessing investment
risks. The Trustees consider climate risk as one of the key investment risks and
are continually evolving their investments to lower the overall climate risk.
From our review of key financial statement areas, including impairment
assessments, cash flow forecasts and asset valuations, we have not identified
any material impact on financial reporting judgements or estimates as at 31
December 2025. Based on the Group’s overall financial position, its exposure to
principal risks which include climate change, and its future business forecasts,
the Group is well placed to manage these risks and meet its obligations.
Consequently, we have not identified any significant impact from climate‑related
risks on the Group’s going concern assessment or on its viability over the next
three years.
For many years, Unilever has driven an ambitious sustainability agenda. In 2024,
we launched an updated business strategy focusing on resource allocation,
accelerating long-term priorities and delivering systemic impact. Delivery of our
strategy is supported by our Climate Transition Action Plan (CTAP), which
outlines our mitigation, adaptation and advocacy actions to address climate-
related risks. The CTAP is being reviewed in 2026 as a result the demerger of Ice
Cream and to consider impacts beyond 2030. The costs and benefits of existing
actions are embedded into the cost structures of the Business Groups and
therefore are not all separately identifiable. None of these actions have
significantly impacted the value of the Group’s assets or their useful lives, and
while there is still much to do, our aim is to continue to reduce our exposure to
climate-related risks without impacting the value of the Group’s assets. However,
we recognise that the climate emergency is intensifying, with scientific
consensus indicating that the 1.5°C threshold has now been reached, and that
governments are responding with increasingly urgent and science-aligned policy
targets. We will continue to closely monitor evolving regulatory developments
and assess any resulting implications on the valuations of our assets and
liabilities in future years.
JUDGEMENTS
The preparation of financial statements requires management to make estimates and
judgements in the application of accounting policies that affect the reported amounts
of assets, liabilities, income and expenses. Actual results may differ from these
estimates. Estimates and judgements are continuously evaluated and are based on
historical experience and other factors, including expectations of future events that
are believed to be reasonable. Revisions to accounting estimates are recognised in
the period in which the estimate is revised and in any future period affected.
The following estimate is considered by management to have the most significant risk
of causing a material adjustment to the carrying amounts of assets and liabilities
within the next financial year:
■Measurement of defined benefit obligations – the valuations of the Group’s
defined benefit pension plan obligations are dependent on a number of
assumptions. These include discount rates, inflation and life expectancy of
scheme members. Details of these assumptions and sensitivities are in note
4B.
The following judgements are those that management believe have the most
significant effect on the amounts recognised in the Group’s financial statements:
■Utilisation of tax losses and recognition of other deferred tax assets – the Group
operates in many countries and is subject to taxes in numerous jurisdictions.
Management uses judgement to assess the recoverability of tax assets such as
whether there will be sufficient future taxable profits to utilise losses. See note 6B.
■Likelihood of occurrence of provisions and contingent liabilities – events can occur
where there is uncertainty over future obligations. Judgement is required to
determine if an outflow of economic resources is probable, or possible but not
probable. Where it is probable, a liability is recognised and further judgement is
used to determine the level of the provision. Where it is possible but not probable,
further judgement is used to determine if the likelihood is remote, in which case no
disclosures are provided; if the likelihood is not remote then judgement is used to
determine the contingent liability disclosed. Unilever does not have provisions and
contingent liabilities for the same matters. External advice is obtained for any
material cases. See notes 6A, 19 and 20.
■Non-cash distribution to owners – the demerger of the Ice Cream business was
executed through a distribution of shares in The Magnum Ice Cream Company
(TMICC) to Unilever shareholders on 6 December 2025. A liability for the non-cash
distribution was recognised when the distribution was authorised and no longer at
the Group’s discretion, measured at the fair value of the assets to be distributed at
that date. The distribution was settled on completion of the demerger, at which
point the disposal group was derecognised. Judgement was required in
determining the fair value of the Ice Cream business at the distribution date for the
purpose of recognising the non-cash dividend in accordance with IFRIC 17
Distributions of Non-cash Assets to Owners. Management determined fair value
with reference to the TMICC share price over a five-day period following listing.
The resulting non-cash gain is recognised within profit or loss, within the result
from discontinued operations. See note 21.
■Accounting for the retained stake in TMICC – management applied judgement in
determining that Unilever does not hold significant influence over TMICC, and
therefore TMICC is not an associate requiring accounting under the equity method.
Whilst it is presumed that significant influence does not exist with a holding of less
than 20 percent, careful consideration was given to the representation of Unilever
on the board of TMICC, and material ongoing transactions between Unilever and
TMICC.
Financial Statements | Unilever Annual Report on Form 20-F 2025 | 135 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS UNILEVER GROUP | ||
Recent accounting developments adopted by the Group
All new standards or amendments issued by the IASB and UK Endorsement Board that were effective by 1 January 2025, were either not applicable or not material to
the Group.
not been early adopted by the Group
The following standards have been released but are not yet adopted by the Group. The Group is currently assessing their impact on the financial results and position
of the Group.
Applicable standard | Key requirements or changes in accounting policy |
Amendments to IFRS 9 and IFRS 7 ‘The Classification and Measurement of Financial instruments’ Effective from 1 January 2026 | In May 2024, the International Accounting Standards Board (IASB) amended IFRS 7 and IFRS 9, which includes clarifications on recognition and derecognition dates of certain financial assets and liabilities, including exceptions for liabilities settled through electronic cash transfer systems. |
IFRS 18 Presentation and Disclosure in Financial Statements Effective 1 January 2027 | IFRS 18 will replace IAS 1 Presentation of Financial Statements. The amendment impacts presentation and disclosure of the consolidated income statement with new defined categories being operating, investing and financing to provide a consistent structure. Disclosures about Management-defined Performance Measures (MPMs) (i.e. certain non-GAAP measures) will have to be disclosed in the financial statement with reconciliations to GAAP measures. The new standard will also provide guidance on grouping of information (aggregation/disaggregation). The Group has commenced its assessment of IFRS 18 Presentation and Disclosure in Financial Statements (effective 1 January 2027), with the main impacts expected on the presentation of the consolidated income statement and the disclosure of Management Performance Measures. The standard will be applied from its mandatory effective date of 1 January 2027. Final impact assessment and transition activities will take place during 2026. |
All other new standards or amendments that are not yet effective that have been issued by the IASB are not applicable or material to Unilever.
136 | Unilever Annual Report on Form 20-F 2025 | Financial Statements |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS UNILEVER GROUP | ||
Segmental reporting Following the demerger of the Ice Cream business, the Group’s operating and reportable segments are the Care, Home Care and Foods (previously reported as Nutrition). The segmental disclosure provided is consistent with information reviewed by our chief operating decision-maker, the Unilever Leadership Executive. | |
Beauty & Wellbeing | ■primarily sales of hair care (shampoo, conditioner, styling), skin care (face, hand and body moisturisers), and includes Prestige Beauty and Wellbeing. |
Personal Care | ■primarily sales of skin cleansing (soap, shower), deodorant and oral care (toothpaste, toothbrush, mouthwash) products. |
Home Care | ■primarily sales of fabric care (washing powders and liquids, rinse conditioners) and a wide range of home and hygiene cleaning products. |
Foods (previously Nutrition) | ■primarily sales of cooking aids & mini-meals (soups, bouillons, seasonings), condiments (mayonnaise, ketchup) and Unilever Food Solutions. |
Revenue Turnover comprises sales of goods after the deduction of discounts, sales taxes and estimated returns. It does not include sales between group companies. Discounts given by Unilever include rebates, price reductions and incentives given to customers, promotional couponing and trade communication costs, and are based on the contractual arrangements with each customer. Discounts can either be immediately deducted from the sales value on the invoice or off-invoice and settled later through credit notes when the precise amounts are known. Amounts provided for discounts at the end of a period require estimation; historical data and accumulated experience are used to assess the provision using the most likely amount method and in most instances, the discount can be recognised using known facts with a high level of accuracy. Any differences between actual amounts settled and the amounts provided are recognised in the subsequent reporting period and are not material year-on-year. Rebate accruals, representing the unsettled portion of variable consideration due back to customers not yet invoiced, totalled € Customer contracts generally contain a single performance obligation and turnover is recognised when control of the products being sold has transferred to our customer, as there are no longer any unfulfilled obligations to the customer. This is generally on delivery to the customer but depending on individual customer terms, this can be at the time of dispatch, delivery or upon formal customer acceptance. This is considered the appropriate point where the performance obligations in our contracts are satisfied as Unilever no longer has control over the inventory. Our customers have the contractual right to return goods only when authorised by Unilever. If material, an estimate is made of goods that will be returned, and a liability is recognised for this amount. An asset is then recorded for the corresponding inventory that is estimated to return to Unilever using a best estimate based on accumulated experience. Our customers are distributors who may be able to return unsold goods in consignment arrangements. Underlying operating profit Underlying operating profit means operating profit before the impact of non-underlying items within operating profit. Underlying operating profit represents our measure of segment profit or loss as it is the primary measure used for the purpose of making decisions about allocating resources and assessing performance of segments. Items are classified as non-underlying due to their nature and/or frequency of occurrence. | |
last three years. The following table shows the relevant contribution of these categories to Group revenue for the periods shown:
Category | Segment | 2025 | 2024(a) | 2023(a) |
Fabric | Home Care | |||
Hair Care | Beauty & Wellbeing | |||
Skin Cleansing | Personal Care | |||
Cooking Aids* | Foods | |||
Deodorant | Personal Care | |||
Condiments* | Foods | |||
Skin Care | Beauty & Wellbeing | |||
Home & Hygiene | Home Care | |||
Other |
(a)The 2024 and 2023 comparatives have been restated from those previously published to reflect the demerger of our Ice Cream business (see note 21).
* Cooking Aids previously reported as Scratch Cooking Aids; Condiments previously reported as Dressings.
Financial Statements | Unilever Annual Report on Form 20-F 2025 | 137 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS UNILEVER GROUP | ||
2. SEGMENT INFORMATION continued
Notes | € million Beauty & Wellbeing | € million Personal Care | € million Home Care | € million Foods | € million Total | |
2025 | ||||||
Turnover | ||||||
Operating profit | 3 | |||||
Non-underlying items(b) | ||||||
Underlying operating profit | ||||||
Share of net profit/(loss) of joint ventures and associates | ||||||
Significant non-cash charges: | ||||||
Within underlying operating profit: | ||||||
Depreciation and amortisation | ||||||
Share-based compensation and other non-cash charges(c) | ||||||
Within non-underlying items: | ||||||
Impairment and other non-cash charges(d) | ||||||
2024(a) | ||||||
Turnover | ||||||
Operating profit | 3 | |||||
Non-underlying items(b) | ||||||
Underlying operating profit | ||||||
Share of net profit/(loss) of joint ventures and associates | ||||||
Significant non-cash charges: | ||||||
Within underlying operating profit: | ||||||
Depreciation and amortisation | ||||||
Share-based compensation and other non-cash charges(c) | ||||||
Within non-underlying items: | ||||||
Impairment and other non-cash charges(d) | ||||||
2023(a) | ||||||
Turnover | ||||||
Operating profit | 3 | |||||
Non-underlying items(b) | ( | |||||
Underlying operating profit | ||||||
Share of net profit/(loss) of joint ventures and associates | ||||||
Significant non-cash charges: | ||||||
Within underlying operating profit: | ||||||
Depreciation and amortisation | ||||||
Share-based compensation and other non-cash charges(c) | ||||||
Within non-underlying items: | ||||||
Impairment and other non-cash charges(d) | ( | ( | ( | ( |
(a)The 2024 and 2023 comparatives have been restated from those previously published to reflect the demerger of our Ice Cream business (see note 21).
(b)Non-underlying items include (loss)/gain on disposal of group companies, impairment, restructuring costs, acquisition and disposal-related costs and other one-off items classified
separately due to their nature and/or frequency of occurrence (see note 3).
(c)Other non-cash charges within underlying operating profit include movements in provisions from underlying activities, excluding movements arising from
non-underlying activities.
(d)Other non-cash charges within non-underlying items includes movements in restructuring provisions and movements in certain legal provisions.
138 | Unilever Annual Report on Form 20-F 2025 | Financial Statements |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS UNILEVER GROUP | ||
2. SEGMENT INFORMATION continued
The Unilever Group is not reliant on turnover from transactions with any single customer and does not receive 10% or more of its turnover from transactions with any
single customer.
Segment assets and liabilities are not provided because they are not reported to or reviewed by our chief operating decision-maker, which is the Unilever Leadership
Executive (ULE).
countries are:
€ million United Kingdom | € million United States | € million India | € million Others | € million Total | |
2025 | |||||
Turnover | |||||
Non-current assets(b) | |||||
2024 | |||||
Turnover(a) | |||||
Non-current assets(b) | |||||
2023 | |||||
Turnover(a) | |||||
Non-current assets(b) |
(a)The 2024 and 2023 comparatives have been restated from those previously published to reflect the demerger of our Ice Cream business (see note 21).
(b)For the purpose of this table, non-current assets include goodwill, intangible assets, property, plant and equipment and other non-current assets as shown on the consolidated balance
sheet. Goodwill is attributed to countries where acquired business operated at the time of acquisition; all other assets are attributed to the countries where they were acquired.
No other country had turnover or non-current assets (as shown above) greater than 10% of the Group total.
ADDITIONAL INFORMATION BY GEOGRAPHIES
€ million 2025 | € million 2024(a) | € million 2023(a) | |
Asia Pacific Africa | |||
The Americas(b) | |||
Europe | |||
Total |
(a)The 2024 and 2023 comparatives have been restated from those previously published to reflect the demerger of our Ice Cream business (see note 21).
(b)Americas sales in North America were €11,220 million (2024: €11,140 million; 2023: €11,065 million) and in Latin America were €7,402 million (2024: €8,465 million; 2023: €7,732 million).
€ million 2025 | € million 2024(a) | € million 2023(a) | |
Emerging markets | |||
Developed markets |
(a)The 2024 and 2023 comparatives have been restated from those previously published to reflect the demerger of our Ice Cream business (see note 21).
Transactions between the Unilever Group’s geographical regions are immaterial and are carried out on an arm’s length basis.
Financial Statements | Unilever Annual Report on Form 20-F 2025 | 139 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS UNILEVER GROUP | ||
Operating costs Operating costs include cost of sales, brand and marketing investment, overheads and other items including gains and losses on business disposals, acquisition and disposal-related costs, restructuring costs, impairments and other items within operating profit recognised separately due to their nature and/or frequency. (i) Cost of sales Cost of sales includes the cost of inventories sold during the period and distribution costs. The cost of inventories are raw and packaging materials and related production costs. Distribution costs are charged to the income statement as incurred. (ii) Brand and marketing investment Brand and marketing investment include costs related to creating and maintaining brand equity and brand awareness. This includes media, advertising production, promotional materials and engagement with consumers. These costs are charged to the income statement as incurred. (iii) Overheads Overheads include staff costs associated with sales activities and central functions such as finance, human resources, and research and development costs. Research and development costs are staff costs, material costs, depreciation of property, plant and equipment, patent costs and other costs that are directly attributable to research and product development activities. These costs are charged to the income statement as incurred. (iv) Restructuring costs Restructuring costs are costs that are directly attributable to a restructuring project. Management define a restructuring project as a strategic, major initiative that delivers cost savings and materially change either the scope of the business or the manner in which the business is conducted. (v) Acquisition and disposal-related costs Acquisition and disposal-related costs are costs that are directly attributable to a business acquisition or disposal project. (vi) Impairment of assets Impairment of assets including goodwill, intangible assets and property, plant and equipment. (vii) Gains or losses from the disposal of group companies Gains or losses from the disposal of group companies which arise from business disposal projects. (viii) Others Other approved one-off items are those additional matters considered by management to be significant and outside the course of normal operations. |
€ million 2025 | € million 2024(a) | € million 2023(a) | |
Turnover | |||
Cost of sales | ( | ( | ( |
of which: | |||
Distribution costs | ( | ( | ( |
Production costs | ( | ( | ( |
Raw and packaging materials and goods purchased for resale | ( | ( | ( |
Other | ( | ( | ( |
Gross profit | |||
Selling and administrative expenses | ( | ( | ( |
of which: | |||
Brand and marketing investment | ( | ( | ( |
Overheads | ( | ( | ( |
of which: Research and development(b) | ( | ( | ( |
(Loss)/gain on disposal of group companies(c) | ( | ( | |
Acquisition and disposal-related costs(d) | ( | ( | ( |
Restructuring costs(e) | ( | ( | ( |
Impairments(f) | ( | ( | |
Other(g) | ( | ( | |
Operating profit |
(a)The 2024 and 2023 comparatives have been restated from those previously published to reflect the demerger of our Ice Cream business (see note 21).
(b)Research and development costs include patent costs of €24 million in 2025. The patent costs for 2024 and 2023 were €26 million and €27 million respectively.
(c)2025 net loss arises from the disposals of The Vegetarian Butcher and Kate Somerville, partially offset by gain on Conimex disposal. 2024 net loss related to the disposals of our Russian
business, Elida Beauty, Pureit and Qinyuan. 2023 includes a gain of €497 million related to Suave.
(d)2025 includes a charge of €98 million (2024: €225 million, 2023: €€104 million) relating to the revaluation of the minority interest liability of Nutrafol and OZiva, and €91 million related to
the Ice Cream separation.
(e)In 2024, we announced the launch of a company-wide productivity programme to support margin improvement through specific interventions. The majority of the costs incurred that relate
to the productivity programme were for redundancy and are recognised as restructuring in line with our policy. The remaining costs comprise technology and supply chain projects.
(f)2025 includes an impairment charge of €42 million relating to REN. 2024 includes an impairment charge of €127 million relating to Blueair, an air purification business.
(g)2025 includes a charge for the settlement of cases reached during the year with plaintiff law firms, and an estimated amount for potential future claims relating to litigation arising from
products which are no longer manufactured and sold by the Group.
140 | Unilever Annual Report on Form 20-F 2025 | Financial Statements |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS UNILEVER GROUP | ||
Staff costs | € million 2025 | € million 2024 | € million 2023 |
Wages and salaries | ( | ( | ( |
Social security costs | ( | ( | ( |
Other pension costs | ( | ( | ( |
Share-based compensation costs | ( | ( | ( |
( | ( | ( |
2025 Staff costs include €925 million (2024: €1,013 million, 2023: €987 million) in relation to discontinued operations.
Average number of employees during the year(a) | '000 2025 | '000 2024 | '000 2023 |
Asia Pacific Africa | |||
The Americas | |||
Europe | |||
Total continuing operations | |||
Discontinued operations | |||
Total |
(a)The reduction in the average number of employees is primarily attributable to the demerger of the Ice Cream operations, the productivity program, and the sale of the Russia business in
2024.
Key management compensation | € million 2025(a) | € million 2024(a) | € million 2023(a) |
Salaries and short-term employee benefits | ( | ( | ( |
Share-based benefits(b) | ( | ( | ( |
( | ( | ( | |
Of which: Executive Directors | ( | ( | ( |
Other(c) | ( | ( | ( |
Non-Executive Directors’ fees | ( | ( | ( |
( | ( | ( |
(a)Includes compensation for total Unilever
(b)Share-based benefits are expenses recognised for the period. Share-based benefit compensation on a vesting basis is €16 million (2024: €13 million; 2023: €8 million).
(c)Other includes all members of the Unilever Leadership Executive, other than Executive Directors.
Key management are defined as the members of Unilever Leadership Executive (ULE) and the Non-Executive Directors. Compensation for ULE members is pro-
rated based on time actively spent in a ULE role. In addition to the above, €3 million was recognised in 2025 relating to members of the ULE who have left, or where it
has been announced that they will leave during the year.
Financial Statements | Unilever Annual Report on Form 20-F 2025 | 141 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS UNILEVER GROUP | ||
For defined benefit plans, operating and finance costs are recognised separately in the income statement. The amount charged to operating cost in the income statement is the cost of accruing pension benefits promised to employees over the year, administration costs (other than costs of managing plan assets), plus the costs of individual events such as past service benefit changes, settlements and curtailments (such events are recognised immediately in the income statement). The amount charged or credited to finance costs is a net interest expense calculated by applying the liability discount rate to the surplus or deficit. Any differences between the expected interest on assets and the return actually achieved, and any changes in the liabilities over the year due to changes in assumptions or experience within the plans, are recognised immediately in the statement of comprehensive income. The defined benefit plan surplus or deficit on the balance sheet comprises the total for each plan of the fair value of plan assets less the present value of the defined benefit liabilities (using a discount rate based on high-quality corporate bonds, or a suitable alternative where there is no active corporate bond market) adjusted for irrecoverable surpluses. All defined benefit plans are subject to regular actuarial review using the projected unit method by external consultants. The Group policy is that the most material plans, representing approximately liabilities, have their liabilities updated each year. Group policy for the remaining plans requires a full actuarial valuation at least every all plans are updated every year. For defined contribution plans, the charges to the income statement are the company contributions payable, as the company’s obligation is limited to the contributions paid into the plans. The assets and liabilities of such plans are not included in the balance sheet of the Group. | ||||
Description of plans
The Group increasingly operates a number of defined contribution plans, the assets of which are held in external funds. In certain countries, the Group operates
defined benefit pension plans based on employee pensionable remuneration and length of service. The majority of defined benefit plans are either career average,
final salary or hybrid plans and operate on a funded basis with assets held in external funds. Benefits are determined by the plan rules and are linked to inflation in
some countries. Our largest plans are in the UK and the Netherlands. In the UK, we operate a career average defined benefit plan (with a salary limit for benefit
accrual), which is closed to new entrants from October 2021, and a defined contribution plan. In the Netherlands, we operate a collective defined contribution plan for
all new benefit accrual and a closed career average defined benefit plan for benefits built up to April 2015.
The Group also provides other post-employment benefits, mainly post-employment healthcare plans in the US, closed to new entrants from January 2014. These
plans are predominantly unfunded.
Governance
The majority of the Group’s externally funded plans are established as trusts, foundations or similar entities. The operation of these entities is governed by local
regulations and practice in each country, as is the nature of the relationship between the Group and the Trustees (or equivalent) and their composition. Where
Trustees (or equivalent) are in place to operate plans, they are generally required to act on behalf of the plan’s stakeholders. They are tasked with periodic reviews of
the solvency of the plan in accordance with local legislation and play a role in the long-term investment and funding strategy. The Group also has an internal body, the
Pensions Committee, that is responsible for setting the company’s policies and decision-making on plan matters, including but not limited to design, funding,
investments, actuarial risk management and governance.
Investment strategy
The Group’s investment strategy in respect of its funded plans is implemented within the framework of the various statutory requirements of the territories where the
plans are based. The Group has developed policy guidelines for the allocation of assets to different classes with the objective of controlling risk and maintaining the
right balance between risk and long-term returns in order to limit the cost to the Group of the benefits provided. The investment strategy is governed through the
Pensions Committee. To achieve this, investments are diversified, such that the failure of any single investment should not have a material impact on the overall level
of assets. The plans expose the Group to a number of actuarial risks such as investment risk, interest rate risk, longevity risk and, in certain countries, inflation risk.
There are no unusual entity or material plan-specific risks to the Group. The plans invest a small proportion of assets in equities and, for risk control, a major
proportion in liability matching assets (bonds). There are also investments in property and other alternative assets; additionally, the Group uses derivatives to further
mitigate the impact of the risks outlined above. However, the portfolio leverage is relatively low. The majority of assets are managed by a number of external fund
managers. Unilever has a pooled investment vehicle (Univest), which it believes offers its pension plans around the world a simplified externally managed investment
vehicle to implement their strategic asset allocation models, currently for bonds, equities and alternative assets. The aim is to provide high-quality, well-diversified,
cost-effective, risk-controlled vehicles. The pension plans’ investments for the major plans are overseen by Unilever’s internal investment company, the Univest
Company.
Assumptions
With the objective of presenting the assets and liabilities of the pensions and other post-employment benefit plans at their fair value on the balance sheet,
assumptions under IAS 19 are set by reference to market conditions at the valuation date. The actuarial assumptions used to calculate the benefit liabilities vary
according to the country in which the plan is situated. The following table shows the assumptions, weighted by liabilities, used to value the principal defined benefit
plans (representing approximately 95 % of total pension liabilities and other post-employment benefit liabilities).
31 December 2025 | 31 December 2024 | ||||
Defined benefit pension plans | Other post- employment benefit plans | Defined benefit pension plans | Other post- employment benefit plans | ||
Discount rate | |||||
Inflation | n/a | n/a | |||
Rate of increase in salaries | |||||
Rate of increase for pensions in payment (where provided) | n/a | n/a | |||
Rate of increase for pensions in deferment (where provided) | n/a | n/a | |||
Long-term medical cost inflation | n/a | n/a | |||
For the most material other post-employment benefit plan in the US, a higher initial level of medical cost inflation is assumed which falls from the initial rate of 7.5 % to
the long-term rate of 5 % after 10 years.
142 | Unilever Annual Report on Form 20-F 2025 | Financial Statements |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS UNILEVER GROUP | ||
4B. PENSIONS AND SIMILAR OBLIGATIONS continued
For the UK and Netherlands pension plans, representing approximately 69 % of all defined benefit pension liabilities, the assumptions of principal defined benefit
pension plans used at 31 December 2025 and 2024 were:
United Kingdom | Netherlands | ||||
2025 | 2024 | 2025 | 2024 | ||
Discount rate | |||||
Inflation | |||||
Rate of increase in salaries | |||||
Rate of increase for pensions in payment (where provided) | |||||
Rate of increase for pensions in deferment (where provided) | |||||
Number of years a current pensioner is expected to live beyond age 65: | |||||
Men | |||||
Women | |||||
Number of years a future pensioner currently aged 45 is expected to live beyond age 65: | |||||
Men | |||||
Women | |||||
Demographic assumptions, such as mortality rates, are set having regard to the latest trends in life expectancy (including expectations of future improvements), plan
experience and other relevant data. These assumptions are reviewed and updated as necessary as part of the periodic actuarial valuation of the pension plans. The
years of life expectancy for 2025 above have been translated from the following tables:
Largest UK plan: Standard life expectancy tables Series S3, adjusted to reflect the experience of our plan members analysed as part of the 2022 actuarial valuation.
Future improvements in longevity have been allowed for in line with the core CMI 2022 Mortality Projections Model with a 1.0 % p.a. long-term improvement rate.
Largest Netherlands plan: The Dutch Actuarial Society’s AG Prognosetafel 2024 table is used with correction factors (2024) to allow for the typically longer life
expectancy for fund members relative to the general population. This table has an in-built allowance for future improvements in longevity.
The impact from changes to the assumptions of the remaining defined benefit plans are considered immaterial. Their assumptions vary due to a number of factors
including the currency and long-term economic conditions of the countries where they are situated.
Income statement
Notes | € million 2025 | € million 2024(a) | € million 2023(a) | |
Charged to operating profit: | ||||
Defined benefit pension and other benefit plans: | ||||
Gross service cost | ( | ( | ( | |
Employee contributions | ||||
Special termination benefits | ( | ( | ( | |
Past service cost including (losses)/gains on curtailments(b) | ||||
Settlements | ||||
Defined contribution plans | ( | ( | ( | |
Total operating cost | 4A | ( | ( | ( |
Finance income/(cost)(c) | 5 | |||
Net impact on the income statement (before tax) | ( | ( | ( |
(a)The 2024 and 2023 comparatives have been restated from those previously published to reflect the demerger of our Ice Cream business (see note 21).
(b)This includes €28 million credit in the UK in 2024 due to the removal of a discretionary administration practice.
(c)This includes the impact of asset ceiling on interest.
Statement of comprehensive income
€ million 2025 | € million 2024(a) | € million 2023(a) | |
Return on plan assets excluding amounts included in net finance income/(cost) | ( | ( | |
Change in asset ceiling excluding amounts included in finance cost | ( | ( | ( |
Actuarial gains/(losses) arising from changes in demographic assumptions | ( | ||
Actuarial gains/(losses) arising from changes in financial assumptions | ( | ||
Experience gains/(losses) arising on pension plan and other benefit plan liabilities | ( | ( | |
Total of defined benefit costs recognised in other comprehensive income | ( |
(a)The 2024 and 2023 comparatives have been restated from those previously published to reflect the demerger of our Ice Cream business (see note 21).
Financial Statements | Unilever Annual Report on Form 20-F 2025 | 143 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS UNILEVER GROUP | ||
4B. PENSIONS AND SIMILAR OBLIGATIONS continued
Balance sheet
€ million 2025 | € million 2024 | ||||
Pension plans | Other post- employment benefit plans | Pension plans | Other post- employment benefit plans | ||
Fair value of assets | |||||
Present value of liabilities | ( | ( | ( | ( | |
Computed surplus/(deficit) | ( | ( | |||
Irrecoverable surplus(a) | ( | ( | |||
Surplus/(deficit) | ( | ( | |||
Of which in respect of: | |||||
Funded plans in surplus: | |||||
Liabilities | ( | ( | |||
Assets | |||||
Aggregate surplus | |||||
Irrecoverable surplus(a) | ( | ( | |||
Surplus/(deficit) | |||||
Funded plans in deficit: | |||||
Liabilities | ( | ( | ( | ( | |
Assets | |||||
Surplus/(deficit) | ( | ( | ( | ( | |
Unfunded plans: | |||||
Pension liabilities | ( | ( | ( | ( | |
(a)A surplus is deemed recoverable to the extent that the Group is able to benefit economically from the surplus. Unilever assesses the maximum economic benefit available through a
Reconciliation of change in assets and liabilities
disclosure.
Movements in assets during the year:
€ million UK | € million Netherlands | € million Rest of world | € million 2025 Total | € million UK | € million Netherlands | € million Rest of world | € million 2024 Total | |
1 January fair value of assets | ||||||||
1 January irrecoverable surplus | ( | ( | ( | ( | ||||
1 January (after irrecoverable surplus) | ||||||||
Employee contributions | ||||||||
Settlements(a) | ( | ( | ||||||
Actual return on plan assets (excluding amounts in net finance income/charge) | ( | ( | ( | ( | ( | |||
Change in asset ceiling excluding amounts included in interest expenses | ( | ( | ( | ( | ||||
Interest income(b) | ||||||||
Employer contributions(c) | ( | ( | ||||||
Benefit payments | ( | ( | ( | ( | ( | ( | ( | ( |
Other(d) | ( | ( | ( | ( | ||||
Currency retranslation | ( | ( | ( | |||||
31 December (after irrecoverable surplus) | ||||||||
31 December irrecoverable surplus | ( | ( | ( | ( | ||||
31 December fair value of assets |
(a)Settlements mainly represent the contract that US UNICare Retirement Plan has entered into with a third-party insurance company to settle €150 million of pensioner liabilities for the price
of €143 million paid from pension plan assets.
(b)This includes the impact of asset ceiling on interest.
(c)The Group received a partial refund of €115 million and €118 million from the Netherlands Plan respectively in 2024 and 2025, per a formal agreement with the Plan allowing a return of
surplus provided specific funding conditions are satisfied.
(d)The majority of ’Other’ during 2025 is explained by disposal of pension assets with the demerger of The Magnum Ice Cream Company.
144 | Unilever Annual Report on Form 20-F 2025 | Financial Statements |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS UNILEVER GROUP | ||
4B. PENSIONS AND SIMILAR OBLIGATIONS continued
€ million UK | € million Netherlands | € million Rest of world | € million 2025 Total | € million UK | € million Netherlands | € million Rest of world | € million 2024 Total | |
1 January | ( | ( | ( | ( | ( | ( | ( | ( |
Gross service cost | ( | ( | ( | ( | ( | ( | ( | ( |
Special termination benefits | ( | ( | ( | ( | ||||
Past service costs including losses/(gains) on curtailments | ||||||||
Settlements(a) | ||||||||
Interest cost | ( | ( | ( | ( | ( | ( | ( | ( |
Actuarial gain/(loss) arising from changes in demographic assumptions | ( | ( | ( | |||||
Actuarial gain/(loss) arising from changes in financial assumptions | ||||||||
Actuarial gain/(loss) arising from experience adjustments | ( | ( | ( | ( | ( | |||
Benefit payments | ||||||||
Other(b) | ||||||||
Currency retranslation | ( | ( | ( | |||||
31 December | ( | ( | ( | ( | ( | ( | ( | ( |
(a)Settlements mainly represent the contract that US UNICare Retirement Plan has entered into with a third-party insurance company to settle €150 million of pensioner liabilities for the price
of €143 million paid from pension plan assets.
(b)The majority of ’Other’ during 2025 is explained by disposal of pension liabilities with the demerger of The Magnum Ice Cream Company.
€ million UK | € million Netherlands | € million Rest of world | € million 2025 Total | € million UK | € million Netherlands | € million Rest of world | € million 2024 Total | |
1 January | ( | ( | ||||||
Gross service cost | ( | ( | ( | ( | ( | ( | ( | ( |
Employee contributions | ||||||||
Special termination benefits | ( | ( | ( | ( | ||||
Past service costs including losses/(gains) on curtailments | ||||||||
Settlements | ||||||||
Actual return on plan assets (excluding amounts in net finance income/charge) | ( | ( | ( | ( | ( | |||
Change in asset ceiling excluding amounts included in interest expenses | ( | ( | ( | ( | ||||
Interest cost | ( | ( | ( | ( | ( | ( | ( | ( |
Interest income(a) | ||||||||
Actuarial gain/(loss) arising from changes in demographic assumptions | ( | ( | ( | |||||
Actuarial gain/(loss) arising from changes in financial assumptions | ||||||||
Actuarial gain/(loss) arising from experience adjustments | ( | ( | ( | ( | ( | |||
Employer contributions(b) | ( | ( | ||||||
Benefit payments | ||||||||
Other | ||||||||
Currency retranslation | ( | |||||||
31 December | ( |
(a)This includes the impact of asset ceiling on interest.
(b)The Group received a partial refund of €115 million and €118 million from the Netherlands Plan respectively in 2024 and 2025, per a formal agreement with the Plan allowing a return of
surplus provided specific funding conditions are satisfied.
The actual return on recognised plan assets during 2025 was €698 million, being €(174 ) million of asset returns and €872 million of interest income shown in the
tables above (2024: €253 million).
The Magnum Ice Cream Company (’TMICC’) formed a significant proportion of Unilever Group’s business in Germany and Turkey. Accordingly, a fair proportion of
pension liability obligations have been transferred to TMICC. The liabilities that have been transferred cover the accrued obligations and all associated employment
and ancillary agreements in relation to relevant former Group employees. These transfers occurred in addition to the transfer of similar liabilities by operation of law.
In Germany, liability transfer was accompanied by a transfer of a fair proportion of assets. Liabilities transferred in Turkey were unfunded. Transfers in other countries
were less material and were due to operation of law, or due to mandatory requirements, or on other occasions, as an effective and reasonable way to transfer
employee accrued rights. A small number of TMICC-only plans transferred along with the relevant legal entities.
We transferred liabilities for former employees in Germany to TMICC. This creates a 10-year co-liability for Unilever which would crystallise if TMICC had insufficient
assets to cover the liability. However, we assess that the likelihood of this liability creating an outflow for Unilever to be remote because the related pension assets for
these employees transferred to TMICC are held in a newly established Contractual Trust Arrangement (CTA) with Fidelity during 2025.
Financial Statements | Unilever Annual Report on Form 20-F 2025 | 145 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS UNILEVER GROUP | ||
4B. PENSIONS AND SIMILAR OBLIGATIONS continued
€ million UK | € million Netherlands | € million Rest of world | € million 2025 Total | € million UK | € million Netherlands | € million Rest of world | € million 2024 Total | |
1 January | ( | ( | ( | ( | ||||
Interest income | ( | ( | ( | ( | ||||
Change in irrecoverable surplus in excess of interest | ( | ( | ( | ( | ||||
Currency retranslations | ||||||||
31 December | ( | ( | ( | ( |
liabilities between different categories of plan participants are:
UK | Netherlands | Rest of world(a) | 2025 Total | UK | Netherlands | Rest of world(a) | 2024 Total | |
Duration (years) | ||||||||
Active members | ||||||||
Deferred members | ||||||||
Retired members |
(a)Rest of world numbers shown are weighted averages by liabilities.
Plan assets
The group of plans within ‘Rest of world’ category in the tables below are not materially different with respect to their risks that would require disaggregated
disclosure.
€ million 31 December 2025 | € million 31 December 2024 | ||||||||
UK | Netherlands | Rest of world | 2025 Total | UK | Netherlands | Rest of world | 2024 Total | ||
Total Pension Plans Assets | |||||||||
Equities Total | |||||||||
– Europe | |||||||||
– North America | |||||||||
– Other | |||||||||
Fixed Income Total | |||||||||
– Government bonds | |||||||||
– Investment grade corporate bonds | |||||||||
– Other Fixed Income | |||||||||
Derivatives | ( | ( | ( | ( | ( | ||||
Private Equity | |||||||||
Property and Real Estate | |||||||||
Hedge Funds | |||||||||
Other | |||||||||
Other Pension Plans | |||||||||
Other Post-Employment Benefit Plans Assets | |||||||||
Total Assets | |||||||||
The fair values of the above equity and fixed income instruments are determined based on quoted market prices in active markets. The fair value of private equity,
properties, derivatives and hedge funds are not based on quoted market prices in active markets. Properties are externally and independently appraised on the basis
of an open market value per professional market standards. The value of an investment holding in a property fund is typically the net asset value as provided to an
investor. For assets held in pooled investment vehicles, these have been presented based on the nature of the underlying holdings. The vehicle itself may not have a
quoted value in an active market. The Group uses derivatives and other instruments to hedge some of its exposure to inflation and interest rate risk – the degree of
this hedging of liabilities was over 100 95 % for interest rate and 20 % for inflation for the
Netherlands plan at year end. The fixed income instruments contain €1.4 billion (2024: €0.5 billion) of liabilities in respect of short-term repurchase agreements where
the underlying collaterals are fixed income instruments, which do not have a quoted price in an active market. Foreign currency exposures, in part, are also hedged
by the use of forward foreign exchange contracts. Assets included in the Other category are cash and insurance contracts which are also unquoted assets. Cash is
the largest component (€603 million).
includes property occupied by Unilever amounting to €9 million at 31 December 2025, compared with €98 million at 31 December 2024, when a larger proportion of
the property portfolio was occupied.
The pension assets above exclude the assets in a Special Benefits Trust amounting to €23 million (2024: €30 million) to fund pension and similar obligations in the
US (see also note 17A on page 174).
146 | Unilever Annual Report on Form 20-F 2025 | Financial Statements |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS UNILEVER GROUP | ||
4B. PENSIONS AND SIMILAR OBLIGATIONS continued
Sensitivities
Change in liabilities | ||||||||
Change in assumption | UK | Netherlands | Total | |||||
Discount rate | Increase by | ( | ( | ( | ||||
Inflation rate | Increase by | |||||||
Life expectancy | Increase by | |||||||
Long-term medical cost inflation(a) | Increase by | n/a | n/a | |||||
(a)Long-term medical cost inflation only relates to post-retirement medical plans and its impact on these liabilities.
A decrease in each assumption would have a comparable and opposite impact on liabilities.
The sensitivity analyses above have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting
period and may not be representative of the actual change. It is based on a change in the key assumption while holding all other assumptions constant. When
calculating the sensitivity to the assumption, the same method used to calculate the liability recognised in the balance sheet has been applied. The methods and
types of assumptions used in preparing the sensitivity analysis did not change compared with the previous period.
Cash flow
Group cash flow in respect of pensions and similar post-employment benefits comprises company contributions paid to funded plans and benefits paid by the
company in respect of unfunded plans. The table below sets out these amounts:
€ million 2026 Estimate | € million 2025 | € million 2024(a) | € million 2023(a) | |
Company contributions to funded plans: | ||||
Defined Benefit(b) | ||||
Defined Contribution | ||||
Benefits paid by the Company in respect of unfunded plans: | ||||
Defined Benefit | ||||
Group cash flow in respect of pensions and similar benefits |
(a)The 2024 and 2023 comparatives have been restated from those previously published to reflect the demerger of our Ice Cream business (see note 21).
(b)The Group contributed a one-off contribution of $110 million into the US Pension Plan in 2023.
The Group received a partial refund of €115 million and €118 million from the Netherlands Plan respectively in 2024 and 2025, per a formal agreement with the Plan allowing a return of
surplus provided specific funding conditions are satisfied. A further €115 million refund from the Netherlands Plan is due to be received in 2026.
Following conclusion of the 2022 triennial valuation of the UK pension fund, the Group, in agreement with the Trustees, implemented an updated Schedule of Contributions. Deficit
contributions to this fund continue to be nil . The 2025 triennial valuation is in progress and has not been concluded as at 31 December 2025.
The Group’s funding policy is to periodically review the contributions made to the plans while taking account of local legislation.
The fair value of awards at grant date is calculated using observable market price. This value is expensed over their vesting period, with a corresponding credit to equity. The expense is reviewed and adjusted to reflect changes to the level of awards expected to vest, except where this arises from a failure to meet a market condition. Any cancellations are recognised immediately in the income statement. | ||||
As at 31 December 2025, the Group had multiple share-based compensation plans to its employees including Executive Directors and Key Management.
The numbers in this note include shares awarded to key management as reported in note 4A on page 140. Non-Executive Directors do not participate in any of the
share-based compensation plans.
The charge to income statement related to equity-settled share-based compensation plan is €284 million (2024: €324 million; 2023: €212 million). Of this amount, €29
million (2024: €32 million; 2023: €20 million) relates to discontinued operations.
SHARE PLANS
As at 31 December 2025, the Group has multiple share plans under which employees are granted Unilever PLC’s shares. The major share-based plans are explained
below:
Performance Share Plans (PSP)
From 2021, under PSP scheme, Unilever’s managers receive annual awards of PLC shares. The awards vest between 0 % and 200 % of grant level based on the
performance measures which are percentage business winning, cumulative free cash flow, underlying return on invested capital, Sustainability Progress Index for the
Group. The awards vest after 3 years. In 2024, the Group modified the PSP scheme to only eligible employees. The performance measures for PSP awards from
2024 are underlying sales growth, underlying return on invested capital, relative total shareholder return and Sustainability Progress Index.
Annual Share Plans (ASP)
From 2024, under the Annual Share Plan (ASP) award, eligible employees receive Unilever PLC shares which will vest after 3 years and are not subject to any
performance conditions.
Management Co-Investment Plans (MCIP)
The MCIP allowed Unilever’s managers to invest up to 100 % of their annual bonus (a minimum of 33 % and maximum of 67 % for Executive Directors) in shares of
Unilever PLC and to receive a corresponding award of performance-related shares. The awards vest between 0 % and 200 % of grant level based on the performance
measures which are underlying sales growth, underlying EPS growth, return on invested capital and Sustainability Progress Index. The awards vest after 4 years.
MCIP awards were last granted in 2020 and vested in 2024.
Financial Statements | Unilever Annual Report on Form 20-F 2025 | 147 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS UNILEVER GROUP | ||
4C. SHARE-BASED COMPENSATION PLANS continued
2025 Number of shares | 2024 Number of shares | 2023 Number of shares | |
Outstanding at 1 January | |||
Awarded | |||
Vested | ( | ( | ( |
Forfeited | ( | ( | ( |
Outstanding at 31 December |
2025 | 2024 | 2023 | |
Share award value information | |||
Fair value per share award during the year | € | € | € |
SHARE OPTIONS
In the year 2024, Hindustan Unilever Limited (HUL) subsidiary of Unilever PLC announced ’HUL PSP’ scheme 2024. Under this scheme, specific eligible employees
of HUL and its wholly owned subsidiaries are awarded with HUL share options. HUL PSP vesting to managers at higher work levels is based on underlying sales
growth, underlying return on invested capital, relative total shareholder return and Sustainability Progress Index. These awards would vest 3 years post-grant date.
2025 | 2024 | |||
Number of options | Weighted average exercise price | Number of options | Weighted average exercise price | |
Outstanding at 1 January | € | € | ||
Awarded | € | € | ||
Vested | € | € | ||
Forfeited | ( | € | ( | € |
Outstanding at 31 December | € | € | ||
Summary of options outstanding:
2025 | 2024 | |||||
Outstanding share options | Weighted average exercise price | Weighted remaining average contractual life | Outstanding share options | Weighted average exercise price | Weighted remaining average contractual life | |
HUL PSP share options | € | € | ||||
Additional information
At 31 December 2025, the employee benefit trust held 1,208,143 (2024: 1,776,250 adjusted for share consolidation) PLC shares and PLC and its subsidiaries held
shown as deduction from other reserves.
The book value of €36 million (2024: €37 million) of the shares held by the trust and by Unilever PLC and its subsidiaries in respect of share-based compensation
plans is eliminated on consolidation by deduction from other reserves. Their market value at 31 December 2025 was €85 million (2024: €127 million).
During the year ended 31 December 2025, Unilever completed the demerger of its Ice Cream business, effective 6 December 2025 (the ’Separation Date’). As part of
this demerger, certain employees transferred from Unilever to the newly formed Ice Cream entities (TMICC). Employees who moved to TMICC held Unilever share-
based awards that were unvested as at the Separation Date. These awards will continue to be settled at their respective vesting dates under the original plan terms.
The number of shares to vest for these employees will be pro-rated up to the Separation Date. Accordingly, the pro-rated share-based payment expense up to 6
December 2025 has been recognised in the Statement of Profit or Loss for the year.
The value of the share plans for participating employees has been maintained after the demerger of the Ice Cream business through the effect of the share
consolidation.
Shares held to satisfy awards are accounted for in accordance with IAS 32 ‘Financial Instruments: Presentation’. All differences between the purchase price of the
shares held to satisfy awards granted and the proceeds received for the shares, whether on exercise or lapse, are charged to reserves.
Between 31 December 2025 and 20 February 2026 (the latest practicable date for inclusion in this report), movement in shares and share options are as below:
■Shares: nil shares were granted, 6,908,475 shares vested and 119,005 shares were forfeited related to the Share Plans.
■Share options: nil shares were granted, nil shares vested and 85,140 shares were forfeited related to the Share Plans.
148 | Unilever Annual Report on Form 20-F 2025 | Financial Statements |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS UNILEVER GROUP | ||
Net finance costs comprise finance costs and finance income, including net finance income in relation to pensions and similar obligations. Finance income includes income on cash and cash equivalents and income on other financial assets. Finance costs include interest costs in relation to financial liabilities. This includes interest on lease liabilities which represents the unwind of the discount rate applied to lease liabilities. Borrowing costs are recognised based on the effective interest method. | ||||
Net finance costs | Notes | € million 2025 | € million 2024(c) | € million 2023(c) |
Finance costs | ( | ( | ( | |
Bank loans and overdrafts | ( | ( | ( | |
Interest on bonds and other loans(a) | ( | ( | ( | |
Interest on lease liabilities | ( | ( | ( | |
Net gain/(loss) on transactions for which hedge accounting is not applied(b) | ||||
On foreign exchange derivatives | ( | |||
Exchange difference on underlying items | ( | |||
Finance income | ||||
Pensions and similar obligations | 4B | |||
( | ( | ( |
(a)Interest on bonds and other loans includes the impact of interest rate derivatives that are part of hedge accounting relationships and the related recycling of results from the hedge
accounting reserve. This includes an amount of €(3 ) million (2024: €(3 ) million) relating to unwinding of discount on deferred consideration for acquisitions.
(b)For further details of derivatives for which hedge accounting is not applied, refer to note 16C.
(c)The 2024 and 2023 comparatives have been restated from those previously published to reflect the demerger of the Ice Cream business (see note 21).
Income tax on the profit for the year comprises current and deferred tax. Income tax is recognised in the income statement except to the extent that it relates to items recognised directly in equity. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the balance sheet date, and any adjustments to tax payable in respect of previous years. Current tax in the consolidated income statement will differ from the income tax paid in the consolidated cash flow statement primarily because of deferred tax arising on temporary differences and payment dates for income tax occurring after the balance sheet date. Unilever is subject to taxation in the many countries in which it operates. The tax legislation of these countries differs, is often complex and is subject to interpretation by management and the government authorities. These matters of judgement give rise to the need to create provisions for tax payments that may arise in future years with respect to transactions already undertaken. Provisions are made against individual exposures and take into account the specific circumstances of each case, including the strength of technical arguments, recent case law decisions or rulings on similar issues and relevant external advice. The provision is estimated based on one of two methods, the expected value method (the sum of the probability-weighted amounts in a range of possible outcomes) or the single most likely amount method, depending on which is expected to better predict the resolution of the uncertainty. |
Tax charge in income statement | € million 2025 | € million 2024(a) | € million 2023(a) |
Current tax | |||
Current year | ( | ( | ( |
Pillar 2 income taxes | ( | ( | |
Over/(under) provided in prior years | |||
( | ( | ( | |
Deferred tax | |||
Origination and reversal of temporary differences | ( | ||
Changes in tax rates | ( | ( | |
Recognition of previously unrecognised losses brought forward | |||
( | ( | ( |
(a)The 2024 and 2023 comparatives have been restated from those previously published to reflect the demerger of our Ice Cream business (see note 21).
Financial Statements | Unilever Annual Report on Form 20-F 2025 | 149 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS UNILEVER GROUP | ||
6A. INCOME TAX continued
taxation charged is as follows:
Reconciliation of effective tax rate | % 2025 | % 2024(a) | % 2023(a) |
Computed rate of tax(b) | |||
Differences between computed rate of tax and effective tax rate due to: | |||
Incentive tax credits | ( | ( | ( |
Withholding tax on dividends | |||
Expenses not deductible for tax purposes | |||
Irrecoverable withholding tax | |||
Income tax reserve adjustments – current and prior year | ( | ||
Impact of disposals | ( | ||
Others | ( | ||
Effective tax rate |
(a)The 2024 and 2023 comparatives have been restated from those previously published to reflect the demerger of our Ice Cream business (see note 21).
(b)The computed tax rate used is the average of the standard rate of tax applicable in the countries in which Unilever operates, weighted by the amount of profit before taxation generated in
Our tax rate is reduced by incentive tax credits, the benefit from preferential tax regimes that have been legislated by the countries and provinces concerned in order
to promote economic development and investment. The tax rate is increased by business expenses that are not deductible for tax, such as entertainment costs and
some interest expense and by irrecoverable withholding taxes on dividends paid by subsidiary companies and on other cross-border payments, such as royalties and
service fees, which cannot be offset against other taxes due. The impact of disposals includes the tax on the Ice Cream business separation. Uncertain tax provisions
excluding the related interest amounted to €833 million (2024: €888 million). This includes €464 million (2024: €506 million) related to the Horlicks intangible
amortisation in India.
The Group’s future tax charge and effective tax rate could be affected by several factors, including changes in tax laws and their interpretation, the implementation of
the OECD Pillars 1 and 2, EU and US tax changes, as well as the impact of acquisitions, disposals and restructuring of our business.
Pillar 2 legislation continues to apply to the Group for 2025 and we have accrued Pillar 2 top-up taxes of €(21 ) million, which includes qualified domestic minimum
top-up taxes as well as amounts arising from the income inclusion rule in the UK.
Deferred tax is recognised using the liability method on taxable temporary differences between the tax base and the accounting base of items included in the balance sheet of the Group. Certain temporary differences are not provided for as follows: ■goodwill not deductible for tax purposes; ■the initial recognition of assets or liabilities that affect neither accounting nor taxable profit; and ■differences relating to investments in subsidiaries to the extent that it is probable that they will not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted, or substantively enacted, at the year end. The Group has applied the exemption to not recognise or disclose any deferred tax related to Pillar 2 income taxes. A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realised. |
Movements in 2025 and 2024 | € million As at 1 January 2025 | € million Income statement | € million Other | € million As at 31 December 2025 | € million As at 1 January 2024 | € million Income statement | € million Other | € million As at 31 December 2024 |
Pensions and similar obligations | ( | ( | ( | ( | ( | ( | ( | ( |
Provisions and accruals | ( | ( | ||||||
Goodwill and intangible assets | ( | ( | ( | ( | ( | ( | ( | |
Accelerated tax depreciation | ( | ( | ( | ( | ( | |||
Tax losses | ( | ( | ||||||
Fair value gains/losses | ( | ( | ( | ( | ||||
Share-based payments | ( | ( | ( | |||||
Lease liability | ( | ( | ||||||
Right of use asset | ( | ( | ( | ( | ( | |||
Other | ( | ( | ( | |||||
( | ( | ( | ( | ( | ( |
(a)In 2025, movements relating to deferred tax include €23 million arising from discontinued operations, which has been included within ‘other' movements. For 2025, the other movement
column includes €302 million of net deferred tax assets transferred to Ice Cream on the demerger of our Ice Cream business.
(b)In 2024, movements relating to deferred tax include €(15 ) million arising from discontinued operations, which has been re‑presented in the income statement and note 6A to reflect the
demerger of our Ice Cream business.
150 | Unilever Annual Report on Form 20-F 2025 | Financial Statements |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS UNILEVER GROUP | ||
6B. DEFERRED TAX continued
At the balance sheet date, the Group had unused tax losses of €2,241 million (2024: €2,245 million) and tax credits amounting to €813 million (2024: €795 million)
available for offset against future taxable profits. Deferred tax assets have not been recognised in respect of unused tax losses of €620 million (2024: €695 million)
and tax credits of €291 million (2024: €502 million), as it is not probable that there will be future taxable profits within the entities against which the losses and credits
can be utilised. Of these losses, €237 million (2024: €246 million) have expiry dates, being corporate income tax losses in the US, Korea, China and Mexico which
expire between now and 2038.
Where deferred tax assets have been recognised in respect of losses, the evidence considered includes the reason for the loss, potential planning strategies to utilise
the loss, including where permitted merger with other profitable entities and the availability of future taxable profits against which the losses can be utilised. Profit
forecasts used are consistent with those used in other areas of the business.
Deferred tax assets have not been recognised in respect of other deductible temporary differences of €1,187 million (2024: €986 million) as it is not expected they will
be utilised. Of these differences, €1,138 million (2024: €868 million) relates to limitation on the deduction of interest expenses. There is no expiry date for these
differences.
At the balance sheet date, the aggregate amount of temporary differences associated with undistributed earnings of subsidiaries for which deferred tax liabilities have
not been recognised was €1,764 million (2024: €2,013 million). No liability has been recognised in respect of these differences because the Group is in a position to
control the timing of the reversal of the temporary differences, and it is probable that such differences will not reverse in the foreseeable future.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when the deferred
income taxes relate to the same fiscal authority. The following amounts, determined after appropriate offsetting, are shown in the consolidated balance sheet:
Deferred tax assets and liabilities | € million Assets 2025 | € million Assets 2024 | € million Liabilities 2025 | € million Liabilities 2024 | € million Total 2025 | € million Total 2024 |
Pensions and similar obligations | ( | ( | ( | ( | ( | ( |
Provisions and accruals | ||||||
Goodwill and intangible assets | ( | ( | ( | ( | ||
Accelerated tax depreciation | ( | ( | ( | ( | ( | |
Tax losses | ||||||
Fair value gains/(losses) | ( | ( | ( | |||
Share-based payments | ||||||
Lease liability | ||||||
Right of use asset | ( | ( | ( | ( | ( | ( |
Other | ||||||
( | ( | ( | ( | |||
Of which deferred tax to be recovered/(settled) after more than 12 months | ( | ( | ( | ( |
Income tax is recognised in equity or other comprehensive income for items recognised directly in equity or other comprehensive income. | ||||
Movements in 2025 and 2024 | € million Before tax 2025 | € million Tax (charge)/ credit 2025 | € million After tax 2025 | € million Before tax 2024(a) | € million Tax (charge)/ credit 2024(a) | € million After tax 2024(a) |
Gains/(losses) on: | ||||||
Equity instruments at fair value through other comprehensive income | ( | ( | ||||
Cash flow hedges | ( | ( | ( | |||
Remeasurement of defined benefit pension plans | ( | ( | ||||
Currency retranslation gains/(losses) | ( | ( | ( | |||
( | ( | ( |
(a)The 2024 comparatives have been restated from those previously published to reflect the demerger of our Ice Cream business (see note 21).
Financial Statements | Unilever Annual Report on Form 20-F 2025 | 151 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS UNILEVER GROUP | ||
The earnings per share calculations are based on the average number of share units representing the ordinary shares of PLC in issue during the period, less the average number of shares held as treasury shares. On 8 December 2025, Unilever PLC ordinary shares were consolidated to maintain share price comparability before and after the demerger of the Ice Cream business. Shareholders received 8 new Unilever shares with a nominal value of 31/2 pence each for every 9 existing ordinary shares which had a nominal value of 31/9 pence each. The overall effect of the share consolidation and demerger dividend did not constitute a share repurchase at fair value, therefore the average number of shares has been adjusted retrospectively for the impact of the share consolidation in all periods presented. In calculating diluted earnings per share, a number of adjustments are made to the number of shares, principally, the exercise of share plans by employees. | ||||
€ 2025 | € 2024 | € 2023 | |
Basic earnings per share from continuing operations | |||
Basic earnings per share from discontinued operations | |||
Total basic earnings per share |
€ 2025 | € 2024 | € 2023 | |
Diluted earnings per share from continuing operations | |||
Diluted earnings per share from discontinued operations | |||
Total diluted earnings per share |
Millions of share units | |||
Calculation of average number of share units | 2025 | 2024 | 2023 |
Average number of shares pre consolidation | |||
Less: treasury shares held by employee share trusts and companies | ( | ( | ( |
Impact of share consolidation | ( | ( | ( |
Average number of shares – used for basic earnings per share | |||
Add: dilutive effect of share-based compensation plans | |||
Diluted average number of shares – used for diluted earnings per share | |||
Calculation of earnings – continuing operations | € million 2025 | € million 2024 | € million 2023 |
Net profit | |||
Non-controlling interests | ( | ( | ( |
Net profit attributable to shareholders’ equity – used for basic and diluted earnings per share |
Calculation of earnings – discontinued operations | € million 2025 | € million 2024 | € million 2023 |
Net profit | |||
Non-controlling interests | ( | ( | ( |
Net profit attributable to shareholders’ equity – used for basic and diluted earnings per share |
Dividends are recognised on the date that the shareholder’s right to receive payment is established. This is generally the date when the dividend is declared. | ||||
€ million 2025 | € million 2024 | € million 2023 | |
Dividends on ordinary capital during the year | ( | ( | ( |
Dividends in specie to shareholders in The Magnum Ice Cream Company shares | ( | ||
Total | ( | ( | ( |
From 1 January 2025, the Group declared dividends in euro (previously GBP). Four quarterly interim dividends were declared and paid during 2025, totalling €1.81 /
£1.55 (2024: £1.47 ) per PLC ordinary share.
A quarterly dividend of €1,017 million (2024: €1,121 million) was declared on 12 February 2026, to be paid in April 2026; €0.47 /£0.41 per PLC ordinary share (2024:
£0.38 ). Total dividends declared in relation to 2025 were €1.82 /£1.58 (2024: £1.48 ) per PLC ordinary share.
The demerger of the Ice Cream business was effected by Unilever PLC declaring an interim dividend in specie of The Magnum Ice Cream Company. The fair value of
the distribution was €6,752 million.
152 | Unilever Annual Report on Form 20-F 2025 | Financial Statements |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS UNILEVER GROUP | ||
Goodwill Goodwill is initially recognised based on the accounting policy for business combinations (see note 22). Goodwill is subsequently measured at cost less amounts provided for impairment. Goodwill acquired in a business combination is assessed to determine whether new cash-generating units (CGUs) are created, and if not, is allocated to the Group’s CGUs, or groups of CGUs (GCGUs) in line with the structure detailed below. These might not always be the same as the CGUs or GCGUs that include the assets and liabilities of the acquired business. | ||||
Intangible assets Separately purchased intangible assets are initially measured at cost, being the purchase price as at the date of acquisition. On acquisition of new interests in group companies, Unilever recognises any specifically identifiable intangible assets separately from goodwill. These intangible assets are initially measured at fair value as at the date of acquisition. Expenditure to support development of internally produced intangible assets is recognised in profit or loss as incurred. Indefinite-life intangibles mainly comprise trademarks and brands, for which there is no foreseeable limit to the period over which they are expected to generate net cash inflows. These are considered to have an indefinite life, given the strength and durability of our brands and the level of marketing support. These assets are not amortised but are subject to a review for impairment annually, or more frequently if events or circumstances indicate this is necessary. Finite-life intangible assets mainly comprise software, patented and non-patented technology, know-how and customer lists. These assets are amortised on a straight-line basis in the income statement over the period of their expected useful lives, or the period of legal rights if shorter. None of the amortisation periods exceeds | ||||
Cash-generating units The Group’s assets are grouped into cash-generating units (CGUs), which are the smallest identifiable group of assets that generate largely independent cash inflows. The Group’s CGUs are aligned with our organisation structure of Business Units and Global Business Units. For impairment testing purposes, goodwill is allocated to groups of CGUs (GCGUs), which are based on the through a business combination benefit a Business Group as a whole rather than a specific Business Unit or Global Business Unit. Cash inflows relating to indefinite-life intangible assets are identifiable at Business Unit or Global Business Unit level and are therefore allocated to individual CGUs. | ||||
Impairment review The impairment test is performed by comparing the carrying value of the CGUs or GCGUs with their recoverable value. The recoverable value is primarily based on value in use but also considers fair value less costs of disposal where relevant. Any impairment is charged to the income statement as it arises. | ||||
€ million | Goodwill | Indefinite-life intangible assets | Finite-life intangible assets | Total | |
Movements during 2025 | Software | Other | |||
Cost | |||||
1 January 2025 | |||||
Additions through business combinations(a) | |||||
Disposal of businesses | ( | ( | ( | ( | |
Distributed through demerger | ( | ( | ( | ( | ( |
Additions | |||||
Disposals and other movements | ( | ( | ( | ( | |
Hyperinflationary adjustment | ( | ( | ( | ||
Currency retranslation | ( | ( | ( | ( | ( |
31 December 2025 | |||||
Accumulated amortisation and impairment | |||||
1 January 2025 | ( | ( | ( | ( | ( |
Amortisation/impairment for the year | ( | ( | ( | ( | |
Distributed through demerger | |||||
Disposals and other movements | |||||
Currency retranslation | |||||
31 December 2025 | ( | ( | ( | ( | ( |
Net book value 31 December 2025(c) | |||||
Financial Statements | Unilever Annual Report on Form 20-F 2025 | 153 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS UNILEVER GROUP | ||
9. GOODWILL AND INTANGIBLE ASSETS continued
€ million | Goodwill | Indefinite-life intangible assets | Finite-life intangible assets | Total | |
Movements during 2024 | Software | Other | |||
Cost | |||||
1 January 2024 | |||||
Additions through business combinations(a) | |||||
Disposal of businesses | ( | ( | ( | ( | ( |
Reclassification to held for sale(b) | ( | ( | ( | ( | |
Additions | |||||
Disposals and other movements | ( | ||||
Hyperinflationary adjustment | |||||
Currency retranslation | |||||
31 December 2024 | |||||
Accumulated amortisation and impairment | |||||
1 January 2024 | ( | ( | ( | ( | ( |
Amortisation/impairment for the year | ( | ( | ( | ( | |
Disposals and other movements | ( | ( | |||
Currency retranslation | ( | ( | ( | ( | |
31 December 2024 | ( | ( | ( | ( | ( |
Net book value 31 December 2024(c) | |||||
(a)Includes the provisional fair value of goodwill and intangibles for acquisitions made in 2025, as well as subsequent changes in the fair value of goodwill and intangibles for the acquisitions
made in 2024 where the initial acquisition accounting was provisional at the end of 2024. See note 22 for further details.
(b)Goodwill and intangibles in relation to Conimex amounting to €17 million in 2024 were reclassified as held for sale and were subsequently disposed in 2025 (2024: €532 million for Elida
Beauty).
(c)Within indefinite-life intangible assets, there are five existing brands that have a significant carrying value: Horlicks €2,310 million (2024: €2,719 million), Knorr €1,793 million (2024:
€1,860 million), Paula’s Choice €1,602 million (2024: €1,807 million), Hellmann’s €1,161 million (2024: €1,285 million) and Carver Korea €1,158 million (2024: €1,278 million).
SIGNIFICANT CGUS
The goodwill and indefinite-life assets held in the GCGUs and CGUs shown below are considered significant within the total carrying amounts of goodwill and
indefinite-life intangible as at 31 December 2025.
2025 GCGUs | 2024 GCGUs | |
€ billion Goodwill | € billion Goodwill | |
Beauty & Wellbeing | ||
Personal Care | ||
Home Care | ||
Foods | ||
Ice Cream(a) | ||
Total GCGUs |
2025 CGUs | 2024 CGUs | |
€ billion Indefinite-life intangible assets | € billion Indefinite-life intangible assets | |
Foods India and Nepal | ||
Prestige | ||
Wellbeing | ||
Beauty & Wellbeing North America | ||
Total Significant CGUs | ||
Others(b) | ||
Total CGUs |
(a)Goodwill relating to Ice Cream amounting to €3.3 billion has been derecognised on account of the demerger.
(b)Included within Others are individually insignificant amounts of intangible assets.
154 | Unilever Annual Report on Form 20-F 2025 | Financial Statements |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS UNILEVER GROUP | ||
9. GOODWILL AND INTANGIBLE ASSETS continued
KEY ASSUMPTIONS
In performing our annual impairment testing, the recoverable amount of each CGU has been calculated based on its value in use, estimated as the present value of
projected future cash flows. Each GCGU’s value in use is based on the aggregated value in use of the CGUs grouped under the respective GCGU.
the Group’s strategic plan, which reflects expected economic conditions and incorporates the potential future impact of climate change. The CGU‑specific one‑year
cash flows are taken directly from the Group's strategic plan, which includes both the initiatives underway to reduce carbon emissions in line with our CTAP and
management’s assessment of the potential impact of climate change on operations. The growth rates used for GCGUs and significant CGUs are set out below:
For the year 2025
Group of CGUs | Beauty & Wellbeing | Personal Care | Home Care | Foods |
Longer-term sustainable growth rates | ||||
Discount rate |
Significant CGUs | Foods India and Nepal | Prestige | Wellbeing | Beauty & Wellbeing North America |
Longer-term sustainable growth rates |
For the year 2024
Group of CGUs | Beauty & Wellbeing | Personal Care | Home Care | Foods |
Longer-term sustainable growth rates | ||||
Average near-term nominal growth rates(a) | ||||
Discount rate |
Significant CGUs | Foods India and Nepal | Prestige | Wellbeing | Beauty & Wellbeing North America |
Longer-term sustainable growth rates | ||||
Average near-term nominal growth rates(a) |
(a)As explained above, our 2025 annual impairment testing is based on one year projected cash flows (in 2024, this was five years) and so the average near term nominal growth rate is no
longer considered a key assumption, nor is the headroom sensitive to these growth rates.
The estimated cash flows after year one are extrapolated using a longer-term sustainable growth rate, which is determined as external forecasts for the relevant
market.
In 2025, the projected cash flows are discounted using pre-tax discount rates. The discount rates are specific to each CGU and are determined based on the
weighted average cost of capital, including a market and country risk premium. Given the higher number of CGUs spread across different markets, the CGU discount
rates are in the range 9.6 %–18.2 % (2024: 9.0 %–16.5 %). For significant CGUs, the discount rates are in the range 9.7 %–12.3 %
(2024: 9.0 %–11.4 %).
There are no reasonably possible changes in key assumptions that would cause the carrying amount of any CGU to exceed its recoverable amount.
The Ice Cream business met the criteria for held for distribution on 5 December 2025. At this point, an impairment test was conducted to assess its carrying value
compared to its fair value. No impairment was identified.
Impairment of REN
Following Unilever’s decision in May 2025 to close the REN business in the Beauty & Wellbeing Business Group, the indefinite‑life REN trademark no longer met
recognition criteria. Accordingly, the asset was written off in full, resulting in an impairment charge of €42 million.
Financial Statements | Unilever Annual Report on Form 20-F 2025 | 155 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS UNILEVER GROUP | ||
The Group’s property, plant and equipment is comprised of owned assets (note 10A) and leased assets (note 10B). Property, plant and equipment is measured at cost including eligible borrowing costs less depreciation and accumulated impairment losses. Property, plant and equipment is subject to review for impairment if triggering events or circumstances indicate that this is necessary. If an indication of impairment exists, the asset’s or cash-generating unit’s recoverable amount is estimated and any impairment loss is charged to the income statement as it arises. | ||||
Owned assets Owned assets are initially measured at historical cost. Depreciation is provided on a straight-line basis over the expected average useful lives of the assets. Residual values and useful lives are reviewed at least annually. The review of residual values and useful lives has taken into consideration the impacts of climate change and the actions we undertake to mitigate and adapt against these climate-related risks. There is no material impact on the income statement for this year. Estimated useful lives by major class of assets are as follows: | ||||
■freehold buildings (no depreciation on freehold land) | ||||
■leasehold land and buildings | ||||
■plant and equipment | ||||
Leased assets The cost of a leased asset is measured as the lease liability at inception of the lease contract and other direct costs less any incentives granted by the lessor. The Group has not capitalised leases which are less than 12 months or leases of low-value assets. These mainly relate to IT equipment, office equipment, furniture and fitting and other peripheral items. When a lease liability is remeasured, the related lease asset is adjusted by the same amount. Depreciation is provided on a straight-line basis from the commencement date of the lease to the end of the lease term. | ||||
Property, plant and equipment | Notes | € million 2025 | € million 2024 |
Owned assets | 10A | ||
Leased assets | 10B | ||
Total |
Movements during 2025 | € million Land and buildings | € million Plant and equipment | € million Total |
Cost | |||
1 January 2025 | |||
Additions through business combinations | |||
Additions | |||
Disposals and other movements | ( | ( | ( |
Hyperinflationary adjustment | ( | ( | ( |
Distributed through demerger | ( | ( | ( |
Reclassification as held for sale | ( | ( | ( |
Currency retranslation | ( | ( | ( |
31 December 2025 | |||
Accumulated depreciation | |||
1 January 2025 | ( | ( | ( |
Depreciation charge for the year | ( | ( | ( |
Disposals and other movements | |||
Hyperinflationary adjustment | |||
Distributed through demerger | |||
Reclassification as held for sale | |||
Currency retranslation | |||
31 December 2025 | ( | ( | ( |
Net book value 31 December 2025(a) | |||
Includes capital expenditures for assets under construction |
(a)Includes €496 million of freehold land.
The Group has commitments to purchase property, plant and equipment of €511 million (2024: €694 million).
156 | Unilever Annual Report on Form 20-F 2025 | Financial Statements |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS UNILEVER GROUP | ||
10A. OWNED ASSETS continued
Movements during 2024 | € million Land and buildings | € million Plant and equipment | € million Total |
Cost | |||
1 January 2024 | |||
Additions through business combinations | |||
Additions | |||
Disposals and other movements | ( | ( | ( |
Hyperinflationary adjustment | |||
Reclassification as held for sale | ( | ( | ( |
Currency retranslation | |||
31 December 2024 | |||
Accumulated depreciation | |||
1 January 2024 | ( | ( | ( |
Depreciation charge for the year | ( | ( | ( |
Disposals and other movements | |||
Hyperinflationary adjustment | ( | ( | ( |
Reclassification as held for sale | |||
Currency retranslation | ( | ( | ( |
31 December 2024 | ( | ( | ( |
Net book value 31 December 2024(a) | |||
Includes capital expenditures for assets under construction |
(a)Includes €556 million of freehold land.
Financial Statements | Unilever Annual Report on Form 20-F 2025 | 157 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS UNILEVER GROUP | ||
Movements during 2025 | € million Land and buildings | € million Plant and equipment | € million Total |
Cost | |||
1 January 2025 | |||
Additions through business combinations | |||
Additions | |||
Disposals and other movements | ( | ( | ( |
Hyperinflationary adjustment | |||
Distributed through demerger | ( | ( | ( |
Reclassification as held for sale | ( | ( | ( |
Currency retranslation | ( | ( | ( |
31 December 2025 | |||
Accumulated depreciation | |||
1 January 2025 | ( | ( | ( |
Depreciation/Impairment charge for the year | ( | ( | ( |
Disposals and other movements | |||
Distributed through demerger | |||
Reclassification as held for sale | |||
Currency retranslation | |||
31 December 2025 | ( | ( | ( |
Net book value 31 December 2025 |
Movements during 2024 | € million Land and buildings | € million Plant and equipment | € million Total |
Cost | |||
1 January 2024 | |||
Additions | |||
Disposals and other movements | ( | ( | ( |
Hyperinflationary adjustment | ( | ( | |
Reclassification as held for sale | ( | ( | ( |
Currency retranslation | |||
31 December 2024 | |||
Accumulated depreciation | |||
1 January 2024 | ( | ( | ( |
Depreciation/Impairment charge for the year | ( | ( | ( |
Disposals and other movements | |||
Reclassification as held for sale | |||
Currency retranslation | ( | ( | ( |
31 December 2024 | ( | ( | ( |
Net book value 31 December 2024 |
Our leases mainly comprise of land and buildings and plant and equipment. The Group leases land and buildings for manufacturing, warehouse facilities and office
space and also sublets some property. Plant and equipment includes leases for vehicles.
The Group has recognised in the income statement, a charge of €114 million (2024: €121 million) for short-term leases and €47 million (2024: €57 million) on leases
for low-value assets.
During the year, the Group recognised income of €11 million (2024: €10 million) from sublet properties.
The total cash outflow relating to leases was €380 million (2024: €411 million).
Lease liabilities are shown in note 15 on pages 161 and 165.
158 | Unilever Annual Report on Form 20-F 2025 | Financial Statements |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS UNILEVER GROUP | ||
Joint ventures are undertakings in which the Group has an interest and which are jointly controlled by the Group and one or more other parties. Associates are undertakings where the Group has an investment in which it does not have control or joint control but can exercise significant influence. Interests in joint ventures and associates are accounted for using the equity method and are stated in the consolidated balance sheet at cost, adjusted for the movement in the Group’s share of their net assets and liabilities. The Group’s share of the profit or loss after tax of joint ventures and associates is included in the Group’s consolidated profit before taxation. Where the Group’s share of losses exceeds its interest in the equity-accounted investee, the carrying amount of the investment is reduced to zero and the recognition of further losses is discontinued, except to the extent that the Group has an obligation to make payments on behalf of the investee. | ||||
€ million 2025 | € million 2024 | |
Interest in net assets of joint ventures | ||
Interest in net assets of associates | ||
Long-term trade and other receivables(a) | ||
Other non-current assets(b) | ||
(a)Including indirect tax receivables where we do not have the contractual right to receive payment within 12 months.
Movements during 2025 and 2024 | € million 2025 | € million 2024 |
Joint ventures(a) | ||
1 January | ||
Additions | ||
Dividends received/reductions | ( | ( |
Share of net profit/(loss) | ||
Currency retranslation | ( | |
31 December | ||
Associates | ||
1 January | ||
Additions | ||
Dividend received/reductions | ( | |
Share of net profit/(loss) | ||
Currency retranslation | ( | |
31 December |
(a)Our principal joint ventures are Unilever FIMA LDA and Gallo Worldwide LDA in Portugal, Binzagr Unilever Distribution in the Middle East, the Pepsi Lipton Tea Partnership in the US and
Pepsi Lipton International Ltd for the rest of the world.
The joint ventures and associates have no contingent liabilities to which the Group is exposed, and the Group has no contingent liabilities in relation to its interests in
the joint ventures and associates.
The Group has no outstanding capital commitments to joint ventures.
Outstanding balances with joint ventures and associates are shown in note 23 on page 182.
Inventories are valued at the lower of weighted average cost and net realisable value. Cost comprises direct costs and, where appropriate, a proportion of attributable production overheads. Net realisable value is the estimated selling price less the estimated costs necessary to make the sale. | ||||
Inventories | € million 2025 | € million 2024 |
Raw materials and consumables | ||
Finished goods and goods for resale | ||
Total inventories | ||
Provision for inventories | ( | ( |
Financial Statements | Unilever Annual Report on Form 20-F 2025 | 159 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS UNILEVER GROUP | ||
12. INVENTORIES continued
Provision for inventories | € million 2025 | € million 2024 |
1 January | ||
Charge to income statement | ||
Reduction/releases | ( | ( |
Currency translations | ( | ( |
Disposal & Distribution(a) | ( | ( |
Others(b) | ||
31 December |
(a)Disposal and Distribution includes €41 million relating to Ice Cream which has been derecognised on demerger.
(b)Others include the amount relating to the acquisition of businesses and transfers.
Inventories with a value of €129 million (2024: €188 million) are carried at net realisable value, this being lower than cost. During 2025, a total expense of €290 million
(2024: €259 million) was recognised in the income statement for inventory write-downs and losses.
Trade and other current receivables are initially recognised at fair value plus any directly attributable transaction costs. Subsequently, except for derivatives (see note 16 on page 166), these assets are held at amortised cost, using the effective interest method and net of any impairment losses. Discounts payable to customers are shown as a reduction in trade receivables when there is a legal right and intent to settle them on a net basis. | ||||
We do not consider the fair values of trade and other current receivables to be significantly different from their carrying values. Concentrations of credit risk with
respect to trade receivables are limited, due to the Group’s customer base being large and diverse. Our historical experience of collecting receivables, supported by
the level of default, is that credit risk is low across territories and so trade receivables are considered to be a single class of financial assets. Impairment for trade
receivables is calculated for specific receivables with known or anticipated issues affecting the likelihood of recovery and for balances past due, with a probability of
default based on historical data as well as relevant forward-looking information.
Trade and other current receivables | € million 2025 | € million 2024 |
Due within one year | ||
Trade receivables | ||
Prepayments and accrued income | ||
Other receivables | ||
Other receivables comprise financial assets of €241 million (2024: €312 million) and non-financial assets of €884 million (2024: €966 million). Financial assets include
supplier and customer deposits, employee advances and certain derivatives. Non-financial assets mainly consist of reclaimable sales tax of €563 million (2024: €582
million).
Trade and other current receivables for 2025 include €2.1 billion due from TMICC. This comprises receivables arising under the Transitional Service Agreement
(TSA), covering the services and materials Unilever continues to provide during the transition period; working capital subsidies recoverable on TSA exit in each
relevant market (expected from 2026); and the amounts owed by TMICC for inventory held (but not controlled) by Unilever on its behalf, for which a corresponding
prepayment has been recognised within trade and other payables.
Ageing of trade receivables | € million 2025 | € million 2024 |
Not overdue | ||
Past due less than three months | ||
Past due more than three months but less than six months | ||
Past due more than six months but less than one year | ||
Past due more than one year | ||
Total trade receivables | ||
Impairment provision for trade receivables | ( | ( |
The total impairment provision includes €165 million (2024: €179 million) for current trade receivables, €15 million (2024: €16 million) for other current receivables and
€10 million (2024: €11 million) for non-current trade and other receivables.
Impairment provision for total trade and other receivables | € million 2025 | € million 2024 |
1 January | ||
Charge to income statement | ||
Reduction/releases | ( | ( |
Distributed through demerger | ( | ( |
Currency translations | ( | |
31 December |
160 | Unilever Annual Report on Form 20-F 2025 | Financial Statements |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS UNILEVER GROUP | ||
Trade payables Trade payables are initially recognised at fair value less any directly attributable transaction costs. Trade payables are subsequently measured at amortised cost, using the effective interest method. Other liabilities Other liabilities are initially recognised at fair value less any directly attributable transaction costs. Subsequent measurement depends on the type of liability: ■accruals are subsequently measured at amortised cost, using the effective interest method; ■social security and sundry taxes are subsequently measured at amortised cost, using the effective interest method; ■deferred consideration is subsequently measured at fair value with changes in the income statement as explained below; and ■others are subsequently measured either at amortised cost, using the effective interest method or at fair value, with changes being recognised in the income statement. | ||||
Deferred consideration Deferred consideration represents any payments to the sellers of a business that occur after the acquisition date. These typically comprise contingent consideration and fixed deferred consideration: ■fixed deferred consideration is a payment with a due date after acquisition that is not dependent on future conditions; and ■contingent consideration is a payment which is dependent on certain conditions being met in the future and is often variable. All deferred consideration is initially recognised at fair value as at the acquisition date, which includes a present value discount. Subsequently, deferred consideration is measured to reflect the unwinding of discount on the liability, with changes recognised in finance cost within the income statement. In the balance sheet, it is remeasured to reflect the latest estimate of the achievement of the conditions on which the consideration is based; changes in value other than the discount unwind are recognised as acquisition and disposal-related costs in the income statement. | ||||
We do not consider the fair values of trade payables and other liabilities to be significantly different from their carrying values.
Trade payables and other liabilities | € million 2025 | € million 2024 |
Current: due within one year | ||
Trade payables | ||
Accruals | ||
Social security and sundry taxes | ||
Deferred consideration | ||
Others | ||
Non-current: due after more than one year | ||
Accruals | ||
Deferred consideration | ||
Others | ||
Total trade payables and other liabilities |
Included within others are IT, consulting services and payroll-related balances.
At 31 December 2025, trade payables and other current liabilities include €1.6 billion due to TMICC. This balance reflects the inventory subsidy received from TMICC
and the balances arising under the Transitional Services Agreement, which will remain in place while Unilever continues to provide agreed services to TMICC for the
transition period.
Deferred consideration
At 31 December 2025, the total balance of deferred consideration for acquisitions is €46 million (2024: €17 million), which includes contingent consideration of €46
million (2024: €1 million). These contingent consideration payments are dependent on acquired businesses achieving contractually agreed financial targets (mainly
relating to cumulative increases in turnover and profit before tax) until 2027, with a maximum contractual amount of €97 million.
Supplier financing arrangements for trade payables
Some of our suppliers elect to factor a portion of their receivables from the Group with financial institutions. In some instances, we provide suppliers and/or banks with
visibility of invoices approved for payment, which helps them receive cash from the bank before the invoice due date.
Payment dates and terms for Unilever do not vary based on whether the supplier chooses to factor their receivable. If a receivable is purchased by a third-party bank,
that third-party bank does not benefit from additional security when compared to the security originally enjoyed by the supplier.
The Group evaluates these arrangements to assess if the payable holds the characteristics of a trade payable or should be classified as a financial liability. At
31 December 2025 and 31 December 2024, all such liabilities were classified as trade payables.
2025 | 2024 | |
Carrying amount of trade payables (subject to supplier financing arrangements) | ||
Presented in trade and other payables (€ million) | ||
of which suppliers have received payment from finance provider (€ million) | ||
Range of payment due dates | ||
Liabilities that are part of the arrangements(a) (days) | ||
Comparable trade payables that are not part of the arrangements(a) (days) |
(a)2025 disclosures include the full range of payment due dates, while in 2024 we disclosed only the maximum term.
In its liquidity assessment, the Group does not consider any supplier financing arrangements, as these are non-recourse to Unilever and supplier payment dates and
terms for Unilever do not vary based on whether the supplier chooses to use such financing arrangements.
Financial Statements | Unilever Annual Report on Form 20-F 2025 | 161 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS UNILEVER GROUP | ||
Ordinary shares Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares are recognised as a deduction from equity, net of any tax effects. | ||||
Share-based compensation The Group operates a number of share-based compensation plans involving awards of ordinary shares. Full details of these plans are given in note 4C on pages 146 and 147. | ||||
Unification reserve The Group recognised a separate Unification Reserve within Equity as a result of PLC Share Premium that arose from Unification. | ||||
Other reserves Other reserves include the fair value reserve, the foreign currency translation reserve, the capital redemption reserve and treasury shares. | ||||
Shares held by employee share trusts and group companies An employee share trust and group companies purchase and hold shares to satisfy performance shares granted and other share awards (see note 4C). The assets and liabilities of the trust and shares held by the trust and group companies are included in the consolidated financial statements. The book value of shares held is deducted from other reserves, and the trust’s borrowings are included in the Group’s liabilities. The costs of the trust are included in the results of the Group. The shares held by the trust and group companies are excluded from the calculation of earnings per share. | ||||
Financial liabilities Financial liabilities are initially recognised at fair value, less any directly related transaction costs. When bonds are designated as being part of a fair value hedge relationship, in those cases bonds are carried at amortised cost, adjusted for the fair value of the risk being hedged, with changes in value shown in the income statement. Put options are initially recognised at the present value of the expected gross obligation, with changes in value being recognised in the income statement. Other financial liabilities, which includes put options, are subsequently carried at amortised cost, with the exception of: ■financial liabilities which the Group has elected to measure at fair value through profit or loss; ■derivative financial liabilities – see note 16 on page 166; and ■contingent consideration recognised by an acquirer in a business combination to which IFRS 3 applies. Such contingent consideration is subsequently measured at fair value through profit or loss. | ||||
Lease liabilities Lease liabilities are initially measured at the present value of the lease payments that are not yet paid at the start of the lease term. This is discounted using an appropriate borrowing rate determined by the Group, where none is readily available in the lease contract. The lease liability is subsequently reduced by cash payments and increased by interest costs. The lease liability is remeasured when the Group assesses that there will be a change in the amount expected to be paid during the lease term. | ||||
The Group’s Treasury activities are designed to:
■maintain a competitive balance sheet in line with at least A/A2 rating (see below);
■secure funding at lowest costs for the Group’s operations, M&A activity and external dividend payments (see below);
■protect the Group’s financial results and position from financial risks (see note 16);
■maintain market risks within acceptable parameters, while optimising returns (see note 16); and
■protect the Group’s financial investments, while maximising returns (see note 17).
The Treasury department provides central deposit-taking, funding and foreign exchange management services for the Group’s operations. The department is
governed by standards and processes which are approved by Unilever Leadership Executive (ULE). In addition to guidelines and exposure limits, a system of
authorities and extensive independent reporting covers all major areas of activity. Performance is monitored closely by senior management. Reviews are undertaken
periodically by corporate audit.
Key instruments used by the Treasury department are:
■short-term and long-term borrowings;
■cash and cash equivalents; and
■plain vanilla derivatives, including interest rate swaps and foreign exchange contracts.
The Treasury department maintains a list of approved financial instruments. The use of any new instrument must be approved by the Chief Financial Officer. The use
of leveraged instruments is not permitted.
Unilever considers the following components of its balance sheet to be managed capital:
■total equity – retained profit, other reserves, share capital, share premium, non-controlling interests (notes 15A and 15B);
■short-term debt – current financial liabilities (note 15C); and
■long-term debt – non-current financial liabilities (note 15C).
The Group manages its capital so as to safeguard its ability to continue as a going concern and to optimise returns to our shareholders through an appropriate
balance of debt and equity. The capital structure of the Group is based on management’s judgement of the appropriate balance of key elements in order to meet its
strategic and day-to-day needs. We consider the amount of capital in proportion to risk and manage the capital structure in light of changes in economic conditions
and the risk characteristics of the underlying assets.
Our current long-term credit rating is A+/A1 and our short-term credit rating is A1/P1. We aim to maintain a competitive balance sheet which we consider to be the
equivalent of a credit rating of at least A/A2 in the long term. This provides us with:
■appropriate access to the debt and equity markets;
■sufficient flexibility for acquisitions;
■sufficient resilience against economic and financial uncertainty while ensuring ample liquidity; and
■optimal weighted average cost of capital, given the above constraints.
Unilever monitors the qualitative and quantitative factors utilised by the rating agencies. This information is publicly available and is updated by the credit rating
agencies on a regular basis.
162 | Unilever Annual Report on Form 20-F 2025 | Financial Statements |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS UNILEVER GROUP | ||
Following completion of the demerger of the Ice Cream business on 6 December 2025, Unilever PLC ordinary shares were consolidated to maintain share price
comparability before and after demerger on 9 December 2025. The consolidation was approved by Unilever shareholders at a General Meeting held on 21 October
2025. Shareholders received 8 new ordinary shares with a nominal value of 31/2 pence each for every 9 existing ordinary shares which had a nominal value of 31/9
pence each.
Unilever PLC | £ million 2025 | £ million 2024 |
Ordinary shares(a) |
Unilever Group | € million 2025 | € million 2024 |
Euro equivalent in millions(b) |
(a)At 31 December 2025, 2,181,005,247 PLC ordinary shares of 31/2p were in issue (2024: 2,521,497,338 PLC ordinary shares of 31/9p). During the year, there was a reduction in the number
of shares by 279,078,800 due to the impact of the share consolidation, 3,500,000 new shares were issued, and 64,913,291 treasury shares were cancelled.
(b)The ordinary share capital of PLC is translated using the conversion rate as at the date of Unification of £1 = €1.121 .
For information on the rights of shareholders of PLC, see the Governance report on pages 49 to 64.
Basis of consolidation
Unilever is the majority shareholder of all material subsidiaries and has control in all cases. Information in relation to significant subsidiaries is provided in note 27 on
page 183.
Subsidiaries with significant non-controlling interests
Unilever has one subsidiary company which has a material non-controlling interest, Hindustan Unilever Limited (HUL). Summary financial information in relation to
HUL is shown below.
HUL balance sheet as at 31 December | € million 2025 | € million 2024 |
Non-current assets | ||
Current assets | ||
Current liabilities | ( | ( |
Non-current liabilities | ( | ( |
HUL comprehensive income for the year ended 31 December | € million 2025 | € million 2024 |
Turnover | ||
Profit after tax | ||
Total comprehensive income |
HUL cash flow for the year ended 31 December | € million 2025 | € million 2024 |
Net increase/(decrease) in cash and cash equivalents | ( | |
HUL non-controlling interest | € million 2025 | € million 2024 |
1 January | ( | ( |
Share of (profit)/loss for the year ended 31 December | ( | ( |
Other comprehensive income | ||
Dividend paid to the non-controlling interest | ||
Currency translation | ( | |
Other movements in equity | ( | |
31 December | ( | ( |
Analysis of other reserves
€ million Total 2025 | € million Total 2024 | € million Total 2023 | |
Fair value reserves – see following table | |||
Currency retranslation of group companies – see following table | ( | ( | ( |
Capital redemption reserve | |||
Book value of treasury shares – see following table | ( | ( | ( |
Repurchase of shares | ( | ( | ( |
Cancellation of PLC shares | |||
Other(a) | ( | ( | ( |
( | ( | ( |
(a)Relates primarily to options to purchase non-controlling interest in subsidiaries.
Financial Statements | Unilever Annual Report on Form 20-F 2025 | 163 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS UNILEVER GROUP | ||
15B. EQUITY continued
Unilever acquired 27,815,955 (2024: 27,368,909 ) of its own shares through purchases on the stock exchanges during the year, which includes the share buyback
programme as explained in note 24. During 2025, 13,288,138 PLC ordinary shares held as treasury shares were cancelled before share consolidation and
At 31 December 2025, the employee benefit trust held 1,208,143 (2024: 1,776,250 adjusted for share consolidation) of PLC shares. PLC and its subsidiaries held
shown as a deduction from other reserves (see note 4C on pages 146 and 147).
Treasury shares – movements during the year | € million 2025 | € million 2024 |
1 January | ( | ( |
Repurchase of shares | ( | ( |
Cancellation of PLC shares | ||
Other purchases and utilisations | ||
31 December | ( | ( |
Currency retranslation reserves – movements during the year | € million 2025 | € million 2024 |
1 January | ( | ( |
Currency retranslation of group companies' net assets and liabilities during the year | ( | ( |
Movement in net investment hedges and exchange differences in net investments in foreign operations | ( | |
Recycling of currency retranslation to the income statement on demerger of Ice Cream business | ||
Recycling of currency retranslation to the income statement on business disposals | ||
31 December | ( | ( |
Fair value reserves – movements during the year | € million 2025 | € million 2024 |
1 January | ||
Movements in Other comprehensive income, net of tax | ||
Gains/(losses) on equity instruments | ( | |
Gains/(losses) on cash flow hedges | ( | |
Hedging (gains)/losses transferred to non-financial assets | ( | ( |
31 December |
€ million 2025 | € million 2024 | |
1 January | ( | |
Movement during the year | ||
31 December |
Currency retranslation gains/(losses) – movements during the year
€ million 2025 | € million 2024 | |
1 January | ( | ( |
Currency retranslation during the year: | ||
Other reserves | ( | |
Retained profit | ( | |
Non-controlling interest | ( | |
31 December | ( | ( |
164 | Unilever Annual Report on Form 20-F 2025 | Financial Statements |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS UNILEVER GROUP | ||
Financial liabilities(a) | € million Current 2025 | € million Non- current 2025 | € million Total 2025 | € million Current 2024 | € million Non- current 2024 | € million Total 2024 |
Bank loans and overdrafts(b) | ||||||
Bonds and other loans | ||||||
Lease liabilities | ||||||
Derivatives | ||||||
Other financial liabilities(c) | ||||||
(a)For the purposes of this note and note 17A, financial assets and liabilities exclude trade and other current receivables and trade payables and other liabilities which are covered in notes 13
and 14 respectively.
(b)Bank loans and overdrafts include €3 million (2024: €4 million) of secured liabilities.
(c)Includes options and financial liabilities to acquire non-controlling interests in the US, Myanmar and India, refer to note 22.
Non-cash movement | |||||||
Movements in 2025 and 2024 | € million Opening balance at 1 January | € million Cash movement(a) | € million Business acquisi- tions/ disposals | € million Foreign exchange changes | € million Fair value changes | € million Other movements | € million Closing balance at 31 December |
2025 | |||||||
Bank loans and overdrafts | ( | ( | |||||
Bonds and other loans | ( | ( | ( | ( | |||
Lease liabilities(b) | ( | ( | ( | ||||
Derivatives | ( | ( | |||||
Other financial liabilities | ( | ( | ( | ( | |||
Total | ( | ( | ( | ( | |||
2024 | |||||||
Bank loans and overdrafts | ( | ( | ( | ||||
Bonds and other loans | ( | ( | ( | ( | ( | ( | |
Lease liabilities(b) | ( | ( | ( | ( | |||
Derivatives | ( | ( | ( | ( | |||
Other financial liabilities | ( | ( | ( | ( | ( | ||
Total | ( | ( | ( | ( | ( | ( | ( |
(a)These cash movements are included within the following lines in the consolidated cash flow statement: net change in short-term borrowings, additional financial liabilities, repayment of
financial liabilities and net cash flow used in discontinued financing activities (excluding interest paid of €(170 ) million and the capital component of leases of €(46 ) million included in (b)
below) The difference of €99 million (2024: €(68 ) million) represents cash movements in overdrafts that are not included in financing cash flows.
(b)Lease liabilities cash movement is included within capital element of lease payments and net cash flow used in discontinued financing activities €(46 ) million from (a) above in the
Financial Statements | Unilever Annual Report on Form 20-F 2025 | 165 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS UNILEVER GROUP | ||
15C. FINANCIAL LIABILITIES continued
€ million | Total 2025 | Total 2024 |
Unilever PLC | ||
Total PLC | ||
Other group companies | ||
The Netherlands | ||
United States | ||
Floating Rate Notes 2027 (€) | ||
Commercial Paper (US $) | ||
Other countries | ||
Switzerland | ||
Others | ||
Total other group companies | ||
Total bonds and other loans |
(a)Bonds includes €(281 ) million (2024: €(373 ) million) fair value adjustment following the fair value hedge accounting of fixed-for-floating interest rate swaps.
Information in relation to the derivatives used to hedge bonds and other loans within a fair value hedge relationship is shown in note 16.
166 | Unilever Annual Report on Form 20-F 2025 | Financial Statements |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS UNILEVER GROUP | ||
Derivatives and hedge accounting Derivatives are measured at fair value with any related transaction costs expensed as incurred. The treatment of changes in the value of derivatives depends on their use as explained below. (i) Fair value hedges(a) Certain derivatives are held to hedge the risk of changes in value of a specific bond or other loan. In these situations, the Group designates the liability and related derivative to be part of a fair value hedge relationship. The carrying value of the bond is adjusted by the fair value of the risk being hedged, with changes going to the income statement. Gains and losses on the corresponding derivative are also recognised in the income statement. The amounts recognised are offset in the income statement to the extent that the hedge is effective. Ineffectiveness may occur if the critical terms do not exactly match, or if there is a value adjustment resulting from a change in credit risk (in either the Group or the counterparty to the derivative) that is not matched by the hedged item. When the relationship no longer meets the criteria for hedge accounting, the fair value hedge adjustment made to the bond is amortised to the income statement using the effective interest method. (ii) Cash flow hedges(a) Derivatives are also held to hedge the uncertainty in timing or amount of future forecast cash flows. Such derivatives are classified as being part of cash flow hedge relationships. For an effective hedge, gains and losses from changes in the fair value of derivatives are recognised in equity. Cost of hedging, where material and opted for, is recorded in a separate account within equity. Any ineffective elements of the hedge are recognised in the income statement. Ineffectiveness may occur if there are changes to the expected timing of the hedged transaction. If the hedged cash flow relates to a non-financial asset, the amount accumulated in equity is subsequently included within the carrying value of that asset. For other cash flow hedges, amounts deferred in equity are taken to the income statement at the same time as the related cash flow. When a derivative no longer qualifies for hedge accounting, any cumulative gain or loss remains in equity until the related cash flow occurs. When the cash flow takes place, the cumulative gain or loss is taken to the income statement. If the hedged cash flow is no longer expected to occur, the cumulative gain or loss is taken to the income statement immediately. (iii) Net investment hedges(a) Certain derivatives are designated as hedges of the currency risk on the Group’s investment in foreign subsidiaries. The accounting policy for these arrangements is set out in note 1. (iv) Derivatives for which hedge accounting is not applied Derivatives not classified as hedges are held in order to hedge certain balance sheet items and commodity exposures. No hedge accounting is applied to these derivatives, which are carried at fair value with changes being recognised in the income statement. | ||||
(a)Applying hedge accounting has not led to material ineffectiveness being recognised in the income statement for both 2025 and 2024. Fair value changes on basis spread is recorded in a
separate account within equity.
The Group is exposed to the following risks that arise from its use of financial instruments, the management of which is described in the following sections:
■liquidity risk (see note 16A);
■market risk (see note 16B); and
■credit risk (see note 17B).
The Group’s risk management framework is established to set appropriate risk limits and controls, and to maintain adherence to these limits.
Liquidity risk is the risk that the Group will face in meeting its obligations associated with its financial liabilities. The Group’s approach to managing liquidity is to
ensure that it will have sufficient funds to meet its liabilities when due without incurring unacceptable losses. In doing this, management considers both normal and
stressed conditions. A material and sustained shortfall in our cash flow could undermine the Group’s credit rating, impair investor confidence and also restrict the
Group’s ability to raise funds.
The Group’s funding strategy was supported by cash delivery from the business, coupled with the proceeds from bond issuances. Surplus cash balances have been
invested conservatively with low-risk counterparties at maturities of primarily less than six months. In its liquidity assessment, the Group does not consider any
supplier financing arrangements as these arrangements are non-recourse to Unilever and supplier payment dates and terms for Unilever do not vary based on
whether the supplier chooses to use such financing arrangements.
Cash flow from operating activities provides the funds to service the financing of financial liabilities on a day-to-day basis. The Group seeks to manage its liquidity
requirements by maintaining access to global debt markets through short-term and long-term debt programmes. In addition, Unilever has committed credit facilities
for general corporate use.
On 31 December 2025, Unilever had undrawn revolving 364 -day bilateral credit facilities in aggregate of $5,200 million and €2,600 million (2024: $5,200 million and
€2,600 million) with a 364 -day term out. As part of the regular annual process, the intention is that these facilities will again be renewed in 2026.
Financial Statements | Unilever Annual Report on Form 20-F 2025 | 167 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS UNILEVER GROUP | ||
16A. MANAGEMENT OF LIQUIDITY RISK continued
at the balance sheet date:
Undiscounted cash flows | € million Due within 1 year | € million Due between 1 and 2 years | € million Due between 2 and 3 years | € million Due between 3 and 4 years | € million Due between 4 and 5 years | € million Due after 5 years | € million Total | € million Net carrying amount as shown in balance sheet |
2025 | ||||||||
Non-derivative financial liabilities: | ||||||||
Bank loans and overdrafts | ( | ( | ( | ( | ( | ( | ( | ( |
Bonds and other loans | ( | ( | ( | ( | ( | ( | ( | ( |
Lease liabilities | ( | ( | ( | ( | ( | ( | ( | ( |
Other financial liabilities | ( | ( | ( | ( | ( | ( | ||
Trade payables, accruals and other liabilities | ( | ( | ( | ( | ( | ( | ( | ( |
Deferred consideration | ( | ( | ( | ( | ||||
( | ( | ( | ( | ( | ( | ( | ( | |
Derivative financial liabilities: | ||||||||
Interest rate derivatives: | ( | |||||||
Derivative contracts – receipts | ||||||||
Derivative contracts – payments | ( | ( | ( | ( | ( | ( | ( | |
Foreign exchange derivatives: | ( | |||||||
Derivative contracts – receipts | ||||||||
Derivative contracts – payments | ( | ( | ( | |||||
Commodity derivatives: | ( | |||||||
Derivative contracts – receipts | ||||||||
Derivative contracts – payments | ( | ( | ||||||
( | ( | ( | ( | ( | ( | ( | ( | |
Total | ( | ( | ( | ( | ( | ( | ( | ( |
2024 | ||||||||
Non-derivative financial liabilities: | ||||||||
Bank loans and overdrafts | ( | ( | ( | ( | ( | ( | ( | ( |
Bonds and other loans | ( | ( | ( | ( | ( | ( | ( | ( |
Lease liabilities | ( | ( | ( | ( | ( | ( | ( | ( |
Other financial liabilities | ( | ( | ( | ( | ( | ( | ||
Trade payables, accruals and other liabilities | ( | ( | ( | ( | ( | ( | ( | ( |
Deferred consideration | ( | ( | ( | ( | ||||
( | ( | ( | ( | ( | ( | ( | ( | |
Derivative financial liabilities: | ||||||||
Interest rate derivatives: | ( | |||||||
Derivative contracts – receipts | ||||||||
Derivative contracts – payments | ( | ( | ( | ( | ( | ( | ( | |
Foreign exchange derivatives: | ( | |||||||
Derivative contracts – receipts | ||||||||
Derivative contracts – payments | ( | ( | ||||||
Commodity derivatives: | ( | |||||||
Derivative contracts – receipts | ||||||||
Derivative contracts – payments | ( | ( | ||||||
( | ( | ( | ( | ( | ( | ( | ( | |
Total | ( | ( | ( | ( | ( | ( | ( | ( |
The Group has sublet a small proportion of leased properties. Related future minimum sublease payments are €75 million (2024: €69 million).
168 | Unilever Annual Report on Form 20-F 2025 | Financial Statements |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS UNILEVER GROUP | ||
16A. MANAGEMENT OF LIQUIDITY RISK continued
impact on profit and loss in the same periods as the cash flows occur.
€ million Due within 1 year | € million Due between 1 and 2 years | € million Due between 2 and 3 years | € million Due between 3 and 4 years | € million Due between 4 and 5 years | € million Due after 5 years | € million Total | € million Net carrying amount of related derivatives(a) | |
2025 | ||||||||
Foreign exchange cash inflows | ||||||||
Foreign exchange cash outflows | ( | ( | ( | |||||
Interest rate swaps cash inflows | ||||||||
Interest rate swaps cash outflows | ( | ( | ( | ( | ( | ( | ( | |
Commodity contracts cash inflows | ||||||||
Commodity contracts cash outflows | ( | ( | ( | |||||
2024 | ||||||||
Foreign exchange cash inflows | ||||||||
Foreign exchange cash outflows | ( | ( | ||||||
Interest rate swaps cash inflows | ||||||||
Interest rate swaps cash outflows | ( | ( | ( | ( | ( | ( | ( | |
Commodity contracts cash inflows | ||||||||
Commodity contracts cash outflows | ( | ( | ( |
(a)See note 16C.
Unilever’s size and operations result in it being exposed to the following market risks that arise from its use of financial instruments:
■commodity price risk;
■currency risk; and
■interest rate risk.
The above risks may affect the Group’s income and expenses, or the value of its financial instruments. The objective of the Group’s management of market risk is to
maintain this risk within acceptable parameters, while optimising returns. Generally, the Group applies hedge accounting to manage the volatility in income statement
arising from market risk.
Where the Group uses hedge accounting to mitigate the above risks, it is normally implemented centrally by either the Treasury or Commodity Risk Management
teams, in line with their respective frameworks and strategies. Hedge effectiveness is determined at the inception of the hedge relationship, and through periodic
prospective effectiveness assessments to ensure that an economic relationship continues to exist between the hedged item and hedging instrument. The Group
generally enters into hedge relationships where the critical terms of the hedging instrument match exactly with the hedged item, meaning that the economic
relationship between the hedged item and hedging instrument is evident, so only a qualitative assessment is performed. When a qualitative assessment is not
considered sufficient, for example when the critical terms of the hedging instrument do not match exactly with the hedged item, a quantitative assessment of hedge
effectiveness will also be performed. The hedge ratio is set on inception for all hedge relationships and is dependent on the alignment of the critical terms of the
hedging instrument to the hedged item (in most instances these are matched, so the hedge ratio is 1:1).
Financial Statements | Unilever Annual Report on Form 20-F 2025 | 169 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS UNILEVER GROUP | ||
16B. MANAGEMENT OF MARKET RISK continued
The Group’s exposure to, and management of, these risks is explained below. It often includes derivative financial instruments, the uses of which are described in
note 16C.
Potential impact of risk | Management policy and hedging strategy | Sensitivity to the risk | ||||
(i) Commodity price risk The Group is exposed to the risk of changes in commodity prices in relation to its purchase of certain raw materials. At 31 December 2025, the Group had hedged its exposure to future commodity purchases with commodity derivatives valued at € € Hedges of future commodity purchases resulted in cumulative gains of € € statement and gains of € € to inventory purchased. | The Group uses commodity forwards, futures, swaps and option contracts to hedge against this risk. All commodity forward contracts hedge future purchases of raw materials and the contracts are settled either in cash or by physical delivery. The Group also hedges risk components of commodities where it is not possible to hedge the commodity in full. This is done with reference to the contract to purchase the hedged commodity. Commodity derivatives are generally designated as hedging instruments in cash flow hedge accounting relations. All commodity derivative hedging is done in line with CRM policy approved by the Chief Financial Officer and Chief Supply Chain Officer. | A 31 December 2025 would have led to a € gain on the commodity derivatives in the cash flow hedge reserve (2024: € flow hedge reserve). A decrease of year basis would have the equal but opposite effect. | ||||
(ii) Currency risk Currency risk on sales, purchases and borrowings Because of Unilever’s global reach, it is subject to the risk that changes in foreign currency values impact the Group’s sales, purchases and borrowings. At 31 December 2025, the exposure to the Group from companies holding financial assets and liabilities other than in their functional currency amounted to € | The Group manages currency exposures within prescribed limits, mainly through the use of forward foreign currency exchange contracts. Operating companies manage foreign exchange exposures within prescribed limits. The aim of the Group’s approach to management of currency risk is to leave the Group with no material residual risk. | As an estimation of the approximate impact of the residual risk, with respect to financial instruments, the Group has calculated the impact of a change in exchange rates. Impact on income statement A against the respective functional currencies of group companies would have led to approximately an additional € income statement (2024: € A the respective functional currencies of group companies would have led to an equal but opposite effect. Impact on equity – trade-related cash flow hedges A the respective functional currencies of group companies hedging future trade cash flows and applying cash flow hedge accounting, would have led to € equity. A an equal but opposite effect. | ||||
As at year end, the Group had the below notional amount of currency derivatives outstanding to which cash flow hedge accounting is applied: | ||||||
Currency | € million 2025 | € million 2024 | ||||
EUR* | ( | ( | ||||
GBP | ( | ( | ||||
USD | ||||||
SEK | ( | ( | ||||
CAD | ( | ( | ||||
SGD | ||||||
Others | ( | ( | ||||
Total | ( | ( | ||||
* Euro exposure relates to group companies having non- euro functional currencies. | ||||||
170 | Unilever Annual Report on Form 20-F 2025 | Financial Statements |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS UNILEVER GROUP | ||
16B. MANAGEMENT OF MARKET RISK continued
Potential impact of risk | Management policy and hedging strategy | Sensitivity to the risk | ||||||
Currency risk on the Group’s net investments The Group is also subject to currency risk in relation to the translation of the net investments of its foreign operations into euros for inclusion in its consolidated financial statements. These net investments include Group financial loans, which are monetary items that form part of our net investment in foreign operations, of € (2024: € billion) is denominated in USD and € exchange differences on these financial loans are booked through reserves. Part of the currency exposure on the Group’s investments is also managed using net investment hedges for the currencies listed below, with nominal values as stated below. | Unilever aims to minimise this currency risk on the Group’s net investment exposure by borrowing in local currency in the operating companies themselves. In some locations, however, the Group’s ability to do this is inhibited by local regulations, lack of local liquidity or by local market conditions. Treasury may decide on a case-by-case basis to actively hedge the currency exposure from net investment in foreign operations. This is done either through additional borrowings in the related currency, or through the use of foreign exchange derivative contracts. Where local currency borrowings, or derivative contracts, are used to hedge the currency risk in relation to the Group’s net investment in foreign subsidiaries, these relationships are designated as net investment hedges for accounting purposes. Exchange risk related to the principal amount of the USD denominated debt either forms part of hedging relationship itself, or is hedged through forward contracts. | Impact on equity – net investment hedges A currencies would have led to € (2024: € net investment hedges used to manage the currency exposure on the Group’s investments. A currencies would have led to an equal but opposite effect. Impact on equity – net investments in group companies A currencies would have led to € negative retranslation effect (2024: € negative retranslation effect). A currencies would have led to an equal but opposite effect. In line with accepted hedge accounting treatment and our accounting policy for financial loans, the retranslation differences would be recognised in equity. | ||||||
Currency | € million 2025 | € million 2024 | ||||||
USD | ||||||||
CNY | ( | ( | ||||||
ILS | ( | ( | ||||||
TRY | ( | |||||||
CHF | ( | |||||||
At 31 December 2025, the net exposure of the net investments in foreign currencies amounts to € | ||||||||
(iii) Interest rate risk(a) The Group is exposed to market interest rate fluctuations on its floating-rate debt. Increases in benchmark interest rates could increase the interest cost of our floating-rate debt and increase the cost of future borrowings. The Group’s ability to manage interest costs also has an impact on reported results. The Group does not have any material floating interest-bearing financial assets or any significant long-term fixed interest-bearing financial assets. Consequently, the Group’s interest rate risk arises mainly from financial liabilities other than lease liabilities. Taking into account the impact of interest rate swaps, at 31 December 2025, interest rates were fixed on approximately liabilities (excluding lease liabilities) for 2026, and December 2024). As at year end, the Group had the below notional amount of interest rate derivatives outstanding on which hedge accounting is applied: | Unilever’s interest rate management approach aims for an optimal balance between fixed- and floating- rate interest rate exposures on expected financial liabilities. The objective of this approach is to minimise annual interest costs. This is achieved either by issuing fixed- or floating- rate long-term debt, or by modifying interest rate exposure through the use of interest rate swaps. The majority of the Group’s existing interest rate derivatives are designated as fair value hedges and are expected to be effective. The fair value movement of these derivatives is recognised in the income statement, along with any changes in the relevant fair value of the underlying hedged asset or liability. | Impact on income statement Assuming that all other variables remain constant, a rates on a full-year basis as at 31 December 2025 would have led to an additional € additional finance cost (2024: € finance costs). A rates on a full-year basis would have led to an equal but opposite effect. Assuming that all other variables remain constant, a a full-year basis as at 31 December 2025 would have led to an additional € investment hedge interest rate swaps (2024: € million cost). A on a full-year basis would have led to an additional € investment hedge interest rate swaps (2024: € million income). Impact on equity – cash flow hedges Assuming that all other variables remain constant, a a full-year basis as at 31 December 2025 would have led to an additional € flow hedge relationships (2024: € A on a full-year basis would have led to an additional € flow hedge relationships (2024: € | ||||||
Cash flow hedge | € million 2025 | € million 2024 | ||||||
Currency | ||||||||
EUR | ||||||||
USD | ||||||||
Fair value hedge | ||||||||
Currency | ||||||||
EUR | ||||||||
USD | ||||||||
GBP | ||||||||
Net investment hedge | ||||||||
Currency | ||||||||
CNY | ||||||||
For interest management purposes, transactions with a maturity shorter than six months from inception date are not included as fixed interest transactions. The average interest rate on short-term borrowings in 2025 was | ||||||||
(a)See the weighted average amount of financial liabilities with fixed-rate interest shown in the following table.
Financial Statements | Unilever Annual Report on Form 20-F 2025 | 171 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS UNILEVER GROUP | ||
16B. MANAGEMENT OF MARKET RISK continued
€ million 2025 | € million 2024 | |
Current financial liabilities | ( | ( |
Non-current financial liabilities | ( | ( |
Total financial liabilities | ( | ( |
Less: lease liabilities | ( | ( |
Financial liabilities (excluding lease liabilities) | ||
Of which: | ||
Fixed rate (weighted average amount of fixing for the following year) | ( | ( |
following table. Derivatives used to hedge:
€ million Trade and other receivables | € million Current financial assets | € million Non-current financial assets | € million Trade payables and other liabilities | € million Current financial liabilities | € million Non-current financial liabilities | € million Total | |||
31 December 2025 | |||||||||
Foreign exchange derivatives | |||||||||
Fair value hedges | |||||||||
Cash flow hedges | ( | ( | |||||||
Hedges on the net investment in foreign operations | (a) | ( | (a) | ( | |||||
Hedge accounting not applied | (a) | ( | ( | (a) | |||||
Interest rate derivatives | |||||||||
Fair value hedges | ( | ( | ( | ||||||
Cash flow hedges | ( | ||||||||
Hedges on the net investment in foreign operations | |||||||||
Hedge accounting not applied | ( | ( | |||||||
Commodity contracts | |||||||||
Cash flow hedges | ( | ( | |||||||
Hedge accounting not applied | |||||||||
( | ( | ( | ( | ||||||
Total assets | Total liabilities | ( | ( | ||||||
31 December 2024 | |||||||||
Foreign exchange derivatives | |||||||||
Fair value hedges | |||||||||
Cash flow hedges | ( | ||||||||
Hedges on the net investment in foreign operations | ( | (a) | |||||||
Hedge accounting not applied | (a) | ( | ( | (a) | ( | ||||
Interest rate derivatives | |||||||||
Fair value hedges | ( | ( | |||||||
Cash flow hedges | ( | ||||||||
Hedges on the net investment in foreign operations | ( | ( | |||||||
Hedge accounting not applied | |||||||||
Commodity contracts | |||||||||
Cash flow hedges | ( | ||||||||
Hedge accounting not applied | |||||||||
( | ( | ( | ( | ||||||
Total assets | Total liabilities | ( | ( | ||||||
(a)Swaps that hedge the currency risk on intra-group loans and offset ‘Hedges of net investments in foreign operations’ are included within ‘Hedge accounting not applied’. See below for
further details.
172 | Unilever Annual Report on Form 20-F 2025 | Financial Statements |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS UNILEVER GROUP | ||
16C. DERIVATIVES AND HEDGING continued
Master netting or similar agreements
A number of legal entities within the Group enter into derivative transactions under International Swaps and Derivatives Association (ISDA) master netting
agreements. In general, under such agreements the amounts owed by each counterparty on a single day in respect of all transactions outstanding in the same
currency are aggregated into a single net amount that is payable by one party to the other. In certain circumstances, such as when a credit event such as a default
occurs, all outstanding transactions under the agreement are terminated, the termination value is assessed and only a single net amount is payable in settlement of
all transactions.
The ISDA agreements do not meet the criteria for offsetting the positive and negative values in the consolidated balance sheet. This is because the Group does not
have a legally enforceable right to offset recognised amounts against counterparties, as the right to offset is enforceable only upon the occurrence of credit events
such as a default.
The column ‘Related amounts not set off in the balance sheet – Financial instruments’ shows the netting impact of our ISDA agreements, assuming the agreements
are respected in the relevant jurisdiction.
(i) Financial assets
Related amounts not set off in the balance sheet | ||||||
As at 31 December 2025 | € million Gross amounts of recognised financial assets | € million Gross amounts of recognised financial assets set off in the balance sheet | € million Net amounts of financial assets presented in the balance sheet | € million Financial instruments | € million Cash collateral received | € million Net amount |
Derivative financial assets | ( | ( | ( | |||
As at 31 December 2024 | ||||||
Derivative financial assets | ( | ( | ( | |||
(ii) Financial liabilities
Related amounts not set off in the balance sheet | ||||||
As at 31 December 2025 | € million Gross amounts of recognised financial liabilities | € million Gross amounts of recognised financial liabilities set off in the balance sheet | € million Net amounts of financial liabilities presented in the balance sheet | € million Financial instruments | € million Cash collateral received | € million Net amount |
Derivative financial liabilities | ( | ( | ( | |||
As at 31 December 2024 | ||||||
Derivative financial liabilities | ( | ( | ( | |||
Financial Statements | Unilever Annual Report on Form 20-F 2025 | 173 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS UNILEVER GROUP | ||
Cash and cash equivalents Cash and cash equivalents in the balance sheet include deposits, investments in money market funds and highly liquid investments. To be classified as cash and cash equivalents, an asset must: ■be readily convertible into cash; ■have an insignificant risk of changes in value; and ■have a maturity period of typically three months or less at acquisition. Cash and cash equivalents in the cash flow statement also include bank overdrafts and are recorded at amortised cost. | ||||
Other financial assets The Group classifies its financial assets into the following measurement categories: ■those to be measured subsequently at fair value (either through other comprehensive income, or through profit or loss), and ■those to be measured at amortised cost. This classification depends on our business model for managing the financial asset and the contractual terms of the cash flows. At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at fair value through profit or loss are expensed in the income statement. All financial assets are either debt instruments or equity instruments. Debt instruments are those that provide the Group with a contractual right to receive cash or another asset. Equity instruments are those where the Group has no contractual right to receive cash or another asset. | ||||
Debt instruments The subsequent measurement of debt instruments depends on the Group’s business model for managing the asset and the cash flow characteristics of the asset. There are three measurement categories that debt instruments are classified as: ■financial assets at amortised cost; ■financial assets at fair value through other comprehensive income; or ■financial assets at fair value through profit or loss. (i) Amortised cost Assets measured at amortised cost are those which are held to collect contractual cash flows on the repayment of principal or interest (SPPI). A gain or loss on a debt investment recognised at amortised cost on derecognition or impairment is recognised in the income statement. Interest income is recognised within finance income using the effective interest rate method. (ii) Fair value through other comprehensive income Assets that are held at fair value through other comprehensive income are those that are held to collect contractual cash flows on the repayment of principal and interest and which are held to recognise a capital gain through the sale of the asset. Movements in the carrying amount are recognised in other comprehensive income except for the recognition of impairment, interest income and foreign exchange gains or losses which are recognised in the income statement. On derecognition, the cumulative gain or loss recognised in other comprehensive income is reclassified from equity to the income statement. Interest income is included in finance income using the effective interest rate method. (iii) Fair value through profit or loss Assets that do not meet the criteria for either amortised cost or fair value through other comprehensive income are measured as fair value through profit or loss. Related transaction costs are expensed as incurred. Unless they form part of a hedging relationship, these assets are held at fair value, with changes being recognised in the income statement. Interest income from these assets is included within finance income. | ||||
Equity instruments The Group subsequently measures all equity instruments at fair value. Where the Group has elected to present fair value gains and losses on equity investments in other comprehensive income, there is no subsequent reclassification of fair value gains or losses to profit or loss. Dividends from these investments continue to be recognised in the income statement. | ||||
Impairment of financial assets Financial instruments classified as amortised cost and debt instruments classified as fair value through other comprehensive income are assessed for impairment. The Group assesses the probability of default of an asset at initial recognition and then whether there has been a significant increase in credit risk on an ongoing basis. To assess whether there is a significant increase in credit risk, the Group compares the risk of a default occurring on the asset as at the reporting date with the risk of default as at the date of initial recognition. It considers available reasonable and supportive forward-looking information. Macroeconomic information (such as market interest rates or growth rates) is also considered. Financial assets are written off when there is no reasonable expectation of recovery, such as a debtor failing to engage in a repayment plan with the company. Impairment losses on assets classified as amortised cost are recognised in the income statement. When a later event causes the impairment losses to decrease, the reduction in impairment loss is also recognised in the income statement. Permanent impairment losses on debt instruments classified as fair value through other comprehensive income are recognised in the income statement. | ||||
174 | Unilever Annual Report on Form 20-F 2025 | Financial Statements |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS UNILEVER GROUP | ||
same as the carrying amount for 2025 and 2024. The Group’s cash resources and other financial assets are shown below.
Financial assets(a) | € million Current 2025 | € million Non-current 2025 | € million Total 2025 | € million Current 2024 | € million Non-current 2024 | € million Total 2024 |
Cash and cash equivalents | ||||||
Cash at bank and in hand | – | – | ||||
Short-term deposits(b) | – | – | ||||
Other cash equivalents(c) | – | – | ||||
– | – | |||||
Other financial assets | ||||||
Financial assets at amortised cost(d) | ||||||
Financial assets at fair value through other comprehensive income(e) | ||||||
Financial assets at fair value through profit or loss: | ||||||
Derivatives | ||||||
Other(f) | ||||||
Total |
(a)For the purposes of this note and note 15C, financial assets and liabilities exclude trade and other current receivables and trade payables and other liabilities which are covered in notes
13 and 14 respectively.
(b)Short-term deposits typically have maturity of up to three months.
(c)Other cash equivalents include investments in overnight funds and marketable securities.
(d)Current financial assets at amortised cost include short-term deposits with banks with maturities longer than three months excluding deposits which are part of a recognised cash
management process, fixed income securities and loans to joint venture entities. Non-current financial assets at amortised cost include judicial deposits of €175 million (2024: €196
million).
(e)Included within non-current financial assets at fair value through other comprehensive income are equity investments. These investments are not held by Unilever for trading purposes and
hence the Group has opted to recognise fair value movements through other comprehensive income. This includes an amount of €1,655 million related to the Group’s retained investment
in TMICC recognised following the demerger of our Ice Cream business during the year. The fair value movement in 2025 of all these equity investments was €(17 ) million (2024: €64
million).
(f)Current other financial assets at fair value through profit or loss include money market funds, marketable securities and other capital market instruments. Included within non-current
financial assets at fair value through profit or loss are assets in a trust to fund benefit obligations in the US (see also note 4B) of €23 million (2024: €30 million), option to acquire non-
controlling interest in subsidiaries of €16 million (2024: €27 million) and investments in financial institutions.
There were no significant changes on account of change in business model in classification of financial assets since 31 December 2024.
There are no financial assets that are designated at fair value through profit or loss, which would otherwise have been measured at fair value through other
comprehensive income or amortised cost.
Cash and cash equivalents reconciliation to the cash flow statement | € million 2025 | € million 2024 |
Cash and cash equivalents per balance sheet | ||
Less: Bank overdrafts | ( | ( |
Add: Cash and cash equivalents included in assets held for sale | ||
Less: Bank overdraft included in liabilities held for sale | ( | ( |
Cash and cash equivalents per cash flow statement |
Approximately €0.6 billion (or 15 %) of the Group’s cash and cash equivalents are held in the parent and central finance companies, for maximum flexibility. These
companies provide loans to our subsidiaries that are also funded through retained earnings and third-party borrowings. The Group maintain access to global debt
markets through an infrastructure of short- and long-term debt programmes. The Group make use of plain vanilla derivatives, such as interest rate swaps and foreign
exchange contracts, to help mitigate risks. More detail is provided in notes 16, 16A, 16B and 16C on pages 166 to 172.
The remaining €3.3 billion (or 85 %) of the Group’s cash and cash equivalents are held in foreign subsidiaries which repatriate distributable reserves on a regular
basis. For most countries, this is done through dividends which are in some cases subject to withholding or distribution tax. This balance includes €160 million (2024:
€176 million) of cash that is held in a few countries where we face cross-border foreign exchange controls and/or other legal restrictions that inhibit our ability to make
these balances available for general use by the wider business. The cash will generally be invested or held in the relevant country and, given the other capital
resources available to the Group, does not significantly affect the ability of the Group to meet its cash obligations.
Financial Statements | Unilever Annual Report on Form 20-F 2025 | 175 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS UNILEVER GROUP | ||
Credit risk is the risk of financial loss to the Group if a customer or counterparty fails to meet its contractual obligations. Additional information in relation to credit risk
on trade receivables is given in note 13. These risks are generally managed by local controllers. Credit risk related to the use of treasury instruments, including those
held at amortised cost and at fair value through other comprehensive income, is managed on a Group basis. This risk arises from transactions with financial
institutions involving cash and cash equivalents, deposits and derivative financial instruments. The maximum exposure to credit risk at the reporting date is the
carrying value of each class of financial assets. To reduce this risk, Unilever has concentrated its main activities with a limited number of counterparties which have
secure credit ratings. Individual risk limits are set for each counterparty based on financial position, credit rating and past experience. Credit limits and concentration
of exposures are actively monitored by the Group’s Treasury department. Netting agreements are also put in place with Unilever’s principal counterparties. In the
case of a default, these arrangements would allow Unilever to net assets and liabilities across transactions with that counterparty. To further reduce the Group’s credit
exposures on derivative financial instruments, Unilever has collateral agreements with Unilever’s principal counterparties in relation to derivative financial instruments.
Under these arrangements, counterparties are required to deposit securities and/or cash as a collateral for their obligations in respect of derivative financial
instruments. At 31 December 2025, the collateral held by Unilever under such arrangements amounted to €28 million (2024: €89 million), which was entirely in cash.
The Group is exposed to the risk of changes in fair value of its financial assets and liabilities. The following table summarises the fair values and carrying amounts of
financial instruments.
Fair values of financial assets and financial liabilities | € million Fair value 2025 | € million Fair value 2024 | € million Carrying amount 2025 | € million Carrying amount 2024 |
Financial assets | ||||
Cash and cash equivalents | ||||
Financial assets at amortised cost | ||||
Financial assets at fair value through other comprehensive income | ||||
Financial assets at fair value through profit or loss | ||||
Derivatives | ||||
Other | ||||
Financial liabilities | ||||
Bank loans and overdrafts | ( | ( | ( | ( |
Bonds and other loans | ( | ( | ( | ( |
Lease liabilities | ( | ( | ( | ( |
Derivatives | ( | ( | ( | ( |
Other financial liabilities | ( | ( | ( | ( |
( | ( | ( | ( |
The fair value of financial assets and financial liabilities (excluding listed bonds) is considered to be the same as the carrying amount for 2025 and 2024. The fair
value of trade receivables and payables is considered to be equal to the carrying amount of these items due to their short-term nature.
Fair value hierarchy
The fair values shown in notes 15C and 17A have been classified into three categories depending on the inputs used in the valuation technique.
The categories used are as follows:
■Level 1: quoted prices for identical instruments;
■Level 2: directly or indirectly observable market inputs, other than Level 1 inputs; and
■Level 3: inputs which are not based on observable market data.
176 | Unilever Annual Report on Form 20-F 2025 | Financial Statements |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS UNILEVER GROUP | ||
18. FINANCIAL INSTRUMENTS FAIR VALUE RISK continued
Notes | € million Level 1 2025 | € million Level 1 2024 | € million Level 2 2025 | € million Level 2 2024 | € million Level 3 2025 | € million Level 3 2024 | € million Total fair value 2025 | € million Total fair value 2024 | |
Assets at fair value | |||||||||
Financial assets at fair value through other comprehensive income | 17A | ||||||||
Financial assets at fair value through profit or loss: | |||||||||
Derivatives(a) | 16C | ||||||||
Other | 17A | ||||||||
Liabilities at fair value | |||||||||
Derivatives(b) | 16C | ( | ( | ( | ( | ||||
Contingent consideration | 14 | ( | ( | ( | ( |
(a)Includes €20 million (2024: €203 million) derivatives, reported within trade receivables, that hedge trading activities.
(b)Includes €(51 ) million (2024: €(56 ) million) derivatives, reported within trade payables, that hedge trading activities.
There were no significant changes in classification of fair value of financial assets and financial liabilities since 31 December 2024. There were also no significant
movements between the fair value levels since 31 December 2024.
The impact in 2025 income statement due to Level 3 instruments is a loss of €(46 ) million (2024: loss of €(58 ) million).
Reconciliation of movements in Level 3 valuations | € million 2025 | € million 2024 |
1 January | ||
Gains/(losses) recognised in income statement | ( | ( |
Gains/(losses) recognised in other comprehensive income | ( | |
Purchases and new issues | ||
Sales and settlements | ( | |
31 December |
SIGNIFICANT UNOBSERVABLE INPUTS USED IN LEVEL 3 FAIR VALUES
Assets valued using Level 3 techniques include €630 million (2024: €658 million) relating to a number of unlisted investments within Unilever Ventures companies,
none of which are individually material; €155 million (2024: €172 million) of long-term cash receivables under life insurance policies and
€16 million (2024: €27 million) for option to acquire non-controlling interest. Valuation techniques used are specific to each asset and liability, a change in one or more
of the inputs to reasonably possible alternative assumptions would not change the value significantly for all assets and liabilities.
Calculation of fair values
The fair values of the financial assets and liabilities are defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date. Methods and assumptions used to estimate the fair values are consistent with those used in the
year ended 31 December 2024.
Assets and liabilities carried at fair value
■The fair values of quoted investments falling into Level 1 are based on current bid prices.
■The fair values of unquoted financial assets at fair value through other comprehensive income and at fair value through profit or loss are based on recent trades in
liquid markets, observable market rates, discounted cash flow analysis and statistical modelling techniques such as the Monte Carlo simulation. If all significant
inputs required to fair value an instrument are observable, the instrument is included in Level 2. If one or more of the significant inputs is not based on observable
market data, the instrument is included in Level 3.
■Derivatives are valued using valuation techniques with market observable inputs. The models incorporate various inputs including the credit quality of
counterparties, foreign exchange spot and forward rates, interest rate curves and forward rate curves of the underlying commodities.
■For listed securities where the market is not liquid, and for unlisted securities, valuation techniques are used. These include the use of recent arm’s length
transactions, reference to other instruments that are substantially the same and discounted cash flow calculations.
Other financial assets and liabilities (fair values for disclosure purposes only)
■Cash and cash equivalents, trade and other current receivables, bank loans and overdrafts, trade payables and other current liabilities have fair values that
approximate to their carrying amounts due to their short-term nature.
■The fair values of listed bonds are based on their market value.
■Non-listed bonds, other loans, bank loans and non-current receivables and payables are based on the net present value of the anticipated future cash flows
associated with these instruments using rates currently available for debt on similar terms, credit risk and remaining maturities.
Policies and processes used in relation to the calculation of Level 3 fair values
Assets valued using Level 3 valuation techniques are primarily made up of long-term cash receivables and unlisted investments. Valuation techniques used are specific to the
circumstances involved. Unlisted investments include €630 million (2024: €658 million) of investments within Unilever Ventures companies.
Financial Statements | Unilever Annual Report on Form 20-F 2025 | 177 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS UNILEVER GROUP | ||
Provisions are recognised where a legal or constructive obligation exists at the balance sheet date, as a result of a past event, where the amount of the obligation can be reliably estimated and where the outflow of economic benefit is probable. | ||||
Provisions | € million 2025 | € million 2024 |
Due within one year | ||
Due after one year | ||
Total provisions |
Movements during 2025 | € million Restructuring | € million Legal | € million Brazil indirect taxes | € million Other | € million Total |
1 January 2025 | |||||
Additions through business combinations | |||||
Distributed through demerger | ( | ( | ( | ( | ( |
Income statement: | |||||
Charges | |||||
Releases | ( | ( | ( | ( | ( |
Utilisation | ( | ( | ( | ( | ( |
Currency translation | ( | ( | ( | ( | |
31 December 2025 |
Restructuring provisions primarily include people costs such as redundancy costs and the cost of compensation where manufacturing, distribution, service or selling
agreements are to be terminated. The Group expects these provisions to be substantially utilised within the next few years.
The Group is involved from time to time in legal and arbitration proceedings arising in the ordinary course of business. As previously disclosed, along with other
consumer product companies and retail customers, Unilever is involved in a number of ongoing investigations by national competition authorities. These proceedings
and investigations are at various stages and concern a variety of product markets. Where specific issues arise, provisions are made to the extent appropriate. Due to
the nature of the legal cases, the timing of utilisation of these provisions is uncertain.
Provisions for Brazil indirect taxes are separate from the matters listed as contingent liabilities in note 20. Unilever does not have provisions and contingent liabilities
for the same matters. Due to the nature of disputed indirect taxes, the timing of utilisation of these provisions is uncertain.
Other includes provisions for indirect taxes in countries other than Brazil, interest on tax provisions and provisions for various other matters. The timing of utilisation of
these provisions is uncertain.
COMMITMENTS
Lease commitments are the future cash outflows from the lease contracts which are not recorded in the measurement of lease liabilities. These include potential future payments related to leases of low-value assets, leases which are less than 12 months, variable leases, extension and termination options and leases not yet commenced but which we have committed to. | ||||
Other commitments principally comprise commitments under contract to purchase materials and services. They do not include commitments to purchase property,
plant and equipment, which are reported in note 10 on pages 155 to 157.
Lease commitments and other commitments fall due as follows: | € million Leases 2025 | € million Leases 2024 | € million Other commitments 2025 | € million Other commitments 2024 |
Within 1 year | ||||
Later than 1 year but not later than 5 years | ||||
Later than 5 years | ||||
178 | Unilever Annual Report on Form 20-F 2025 | Financial Statements |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS UNILEVER GROUP | ||
20. COMMITMENTS AND CONTINGENT LIABILITIES continued
CONTINGENT LIABILITIES
Contingent liabilities are either possible obligations that will probably not require a transfer of economic benefits, or present obligations that may, but probably will not, require a transfer of economic benefits. It is not appropriate to make provisions for contingent liabilities, but there is a chance that they will result in an obligation in the future. Assessing the amount of liabilities that are not probable is highly judgemental, so contingent liabilities are disclosed on the basis of the known maximum exposure or are unquantified where the financial impact cannot be reliably measured. | ||||
Contingent liabilities arise in respect of litigations against group companies, investigations by competition, regulatory and fiscal authorities and obligations arising
under environmental legislation. In many markets, there is a high degree of complexity involved in the local tax regimes. The majority of contingent liabilities are in
respect of fiscal matters in Brazil. In addition, the Group is subject to litigation arising from alleged asbestos contamination in talcum powder products manufactured
and sold decades ago. For cases where settlement is probable and can be reliably estimated, a provision has been recognised. Other cases, where the estimated
financial impact cannot be reliably estimated, are unquantified contingent liabilities.
In the case of fiscal matters, the known maximum exposure is the amount included in a tax assessment.
Summary of contingent liabilities | € million 2025 | € million 2024 |
Corporate reorganisation – IPI, PIS and COFINS taxes and penalties | ||
Inputs for PIS and COFINS taxes | ||
Goodwill amortisation | ||
Other tax assessments – approximately 500 cases | ||
Total Brazil Tax | ||
Other contingent liabilities | ||
Total contingent liabilities |
Brazil tax
During 2004, and in common with many other businesses operating in Brazil, one of our Brazilian subsidiaries received a notice of infringement from the Federal
Revenue Service in respect of indirect taxes regarding corporate reorganisation. The notice alleges that a 2001 reorganisation of our local corporate structure was
undertaken without a valid business purpose. The 2001 reorganisation was comparable with restructuring done by many companies in Brazil. The original dispute
was resolved in the courts in the Group’s favour. However, in 2013 a new assessment was raised in respect of a similar matter. Additionally, during the course of 2014
and between 2017 and 2025, other notices of infringement were issued based on the same grounds argued in the previous assessments. The total amount of the tax
assessments in respect of this matter is €3,557 million (2024: €3,230 million).
The Group believes that the likelihood that the Brazilian tax authorities will ultimately prevail is low, however there can be no guarantee of success in court. In each
case, we believe our position is strong, so they have not been provided for and are considered to be contingent liabilities. Due to the fiscal environment in Brazil,
there remains the possibility of material tax assessments related to the same matters for periods not yet assessed. We expect that tax litigation cases related to this
matter may move from the Administrative to the Judicial Courts, although the exact timing is uncertain. In such case, we will be required to make a judicial deposit or
provide a guarantee in respect of the disputed tax, interest and penalties. The judicial process in Brazil is likely to take a number of years to conclude.
The contingent liabilities reported for indirect taxes relating to disputes with the Brazilian authorities are separate from the provisions listed in note 19. Unilever does
On 6 December 2025, Unilever completed the separation of its Ice Cream business, now known as The Magnum Ice Cream Company N.V. (‘TMICC’) an independent
listed company incorporated and headquartered in the Netherlands. The separation was effected through a demerger of 80.15 % of Unilever’s holding in TMICC to
Unilever shareholders. Unilever retained a 19.85 % stake in TMICC, which has been recognised as an equity investment. TMICC shares were admitted to trading on
Euronext Amsterdam, the London Stock Exchange and the New York Stock Exchange on 8 December 2025.
Under IFRIC 17 ‘Distributions of Non-cash Assets to Owners’, a liability and an equity distribution are measured at the fair value of the assets to be distributed when
the dividend is appropriately authorised and no longer at the entity’s discretion. The liability, dividend distribution and associated gain on demerger were recognised in
December 2025 when the demerger distribution was authorised.
The fair value of the Ice Cream business was €8.4 billion. This was measured by reference to the daily closing quoted average TMICC share price over a five-day
period post-listing, which was considered representative of the fair value at the distribution date. A gain on distribution of the Ice Cream business was recorded in the
Income Statement in 2025. This gain is presented as part of discontinued operations and is exempt from tax.
The gain included €1.7 billion relating to the measurement of the retained stake to fair value using the same methodology. Any future gains or losses on the retained
stake will be recognised in other comprehensive income.
The carrying value of the net assets of the Ice Cream business in the consolidated financial statements was €4.0 billion.
In addition, there was a reclassification of the Group’s share of cumulative exchange differences arising on translation of the foreign currency net assets from
reserves to the income statement of €1.0 billion. The total gain on the demerger of the Ice Cream business was €3.4 billion.
Financial Statements | Unilever Annual Report on Form 20-F 2025 | 179 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS UNILEVER GROUP | ||
21. DEMERGER OF THE ICE CREAM BUSINESS continued
Total gain on demerger calculation
€ million 2025 | ||
Fair value of the Ice Cream business distributed | ( | |
Fair value of the retained ownership in TMICC | ( | |
Total fair value | ||
Carrying amount of the net assets and liabilities distributed/derecognised, comprised of: | ||
Goodwill | ( | |
Intangible assets | ( | |
Property, plant and equipment | ( | |
Pension assets | ( | |
Inventories | ( | |
Net deferred tax assets | ( | |
Other non-current assets | ( | |
Trade and other receivables | ( | |
Cash and cash equivalents | ( | |
Current tax assets | ( | |
Trade payables and other current liabilities | ||
Financial liabilities | ||
Pension liabilities | ||
Provisions | ||
Total carrying amount of net assets derecognised | ( | |
Gain on demerger before exchange movements | ||
Loss on recycling of currency retranslation on disposal | ( | |
Total gain on the demerger after tax | ||
Financial information relating to the operations of Ice Cream is set out below and includes financial information up until the date of the demerger. We have reported
everything from turnover to operating profit in line with what was previously disclosed for the Ice Cream business as discontinued operations for the financial years 2023
and 2024. Below operating profit, some allocations have been made to income and costs not historically reported as part of our segment information, where costs are
shared by the Ice Cream business. We have recognised the India Ice Cream business as part of discontinued operations and recognised the related assets and liabilities
as held for sale in the balance sheet, following an agreement to sell this business to The Magnum Ice Cream Company in the first half of 2026.
Unilever will continue to provide services (including IT infrastructure, marketing and co-packing services), supply materials, and continue to invoice and collect cash on
behalf of The Magnum Ice Cream Company under a Transitional Services Agreement (TSA). The management fee for these services is recognised within operating
profit. The TSA will continue for a maximum period of two years from the demerger of the Ice Cream business.
This financial information may differ, both in purpose and basis of preparation, from the Historical Financial Information and the Interim Financial Information included
in The Magnum Ice Cream Company’s prospectus and from that which may be published by The Magnum Ice Cream Company. As a result, while the two sets of
financial information may be similar, they may not be the same because of certain differences in accounting and disclosure under IFRS, including differences in
perimeter.
Total results from discontinued operations (Ice Cream) | € million 2025 | € million 2024 | € million 2023 |
Turnover | |||
Operating profit | |||
Profit before tax from discontinued operations | |||
Taxation | ( | ( | ( |
Profit after taxation from discontinued operations | |||
Total gain on demerger after tax | |||
Profit after taxation on demerger of discontinued operations | |||
Attributable to: | |||
Non-controlling interests | |||
Shareholders’ equity | |||
Basic earnings per share from discontinued operations (€) | |||
Diluted earnings per share from discontinued operations (€) |
Cash flows from discontinued operations included an operating inflow of €0.3 billion. Investing outflow was €0.7 billion, mainly from the cash de-recognised at the
time of the demerger and capital expenditure. Financing activities contributed a €3.1 billion inflow, primarily from the bond issuance completed by TMICC. Of this
bond finance, €2.7 billion was used to settle an intercompany position between TMICC and Unilever prior to the demerger. The total cash flows arising from
discontinued operations are as follows (2025 results are for the year to date until 6 December):
€ million 2025 | € million 2024 | € million 2023 | |
Net operating cash flows attributable to discontinued operations | |||
Net investing cash flows attributable to discontinued operations | ( | ( | ( |
Net financing cash flows attributable to discontinued operations | ( | ( |
180 | Unilever Annual Report on Form 20-F 2025 | Financial Statements |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS UNILEVER GROUP | ||
Business combinations are accounted for using the acquisition accounting method as at the acquisition date, which is the date at which control is transferred to the Group. Goodwill is measured at the acquisition date as the fair value of consideration transferred, plus non-controlling interests and the fair value of any previously held equity interests less the net recognised amount (which is generally fair value) of the identifiable assets and liabilities assumed. Goodwill is subject to an annual review for impairment (or more frequently if necessary) in accordance with our accounting policies. Any impairment is charged to the income statement as it arises. Detailed information relating to goodwill is provided in note 9 on pages 152 to 154. Non-controlling interests are valued based on the proportion of net assets of the acquired company at the date of acquisition. Transaction costs are expensed as incurred. Changes in ownership that do not result in a change of control are accounted for as equity transactions and therefore do not have any impact on goodwill. The difference between consideration and the non-controlling share of net assets acquired is recognised within equity. | ||||
2025
Deal completion date | Acquired/disposed business |
1 April 2025 | Acquired and handwashes. |
1 April 2025 | Sold Conimex brand to Paulig Group. |
1 April 2025 | Acquired the remaining |
21 April 2025 | HUL acquired |
2 September 2025 | Acquired |
In addition to the transactions listed above, in the first quarter of 2026, Unilever completed the disposals of the Graze and Indonesia Tea businesses. Unilever also
announced in January 2026 the agreement to sell its Home Care businesses in Colombia and Ecuador; the transactions are expected to close during 2026.
Dr. Squatch Acquisition
On 2 September 2025, Unilever acquired 98.7 % of the shares of Dr. Squatch, a US-based company specialising in natural personal care products. This
complementary acquisition marks another step in expanding Unilever’s portfolio towards premium and high-growth spaces. The total consideration paid was €1,243
million.
The provisional fair value of net assets recognised on the balance sheet is €614 million. All balances are currently provisional, pending the completion of the asset
valuation review. The main asset acquired was the brand intangible valued using an income approach model by estimating future cash flows generated by the brand
and discounting them to present value using rates in line with a market participant expectation. The key assumptions in the brand valuation are revenue growth and
discount rates. A deferred tax liability related to the brand intangible estimated at €170 million was also recognised. As part of the acquisition, goodwill of €637 million
was recognised and is not deductible for tax purposes.
2024
Deal completion date | Acquired/disposed business |
1 February 2024 | Acquired Wellbeing portfolio, with a range of high-quality, hair care products. |
1 June 2024 | Sold Elida Beauty to Yellow Wood Partners LLC. Elida Beauty comprises more than as Q-Tips, Caress, Timotei and TIGI. |
1 August 2024 | Sold Qinyuan Group (also known as ’Truliva’) to Yong Chao Venture Capital Co., Ltd. Qinyuan Group offers a range of water purification solutions to households in China. |
8 October 2024 | Sold the Russian subsidiary to Arnest Group. The sale includes all of Unilever’s business in Russia and its country, along with our business in Belarus. |
1 November 2024 | Sold Pureit to A.O. Smith. Pureit offers a range of water purification solutions across India, Bangladesh, Sri Lanka, Vietnam and Mexico, among others. |
EFFECT ON CONSOLIDATED INCOME STATEMENT
If the acquisition deals completed in 2025 had all taken place at the beginning of the year, Group turnover would have been €50,861 million, and Group operating
profit would have been €9,047 million. In 2024, if all of the acquisitions had taken place at the beginning of the year, Group turnover for 2024 would have been
€52,490 million and Group operating profit would have been €8,831 million.
Financial Statements | Unilever Annual Report on Form 20-F 2025 | 181 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS UNILEVER GROUP | ||
22. ACQUISITIONS AND DISPOSALS continued
EFFECT ON CONSOLIDATED BALANCE SHEET
Acquisitions
opening balances are provisional. These balances remain provisional due to there being outstanding relevant information in regard to facts and circumstances that
existed as of the acquisition date and/or where valuation work is still ongoing.
€ million 2025 | € million 2024 | |
Intangible assets | ||
Other non-current assets | ||
Trade and other receivables | ||
Other current assets(a) | ||
Non-current liabilities(b) | ( | ( |
Current liabilities | ( | ( |
Net assets acquired | ||
Non-controlling interest | ( | ( |
Goodwill(c) | ||
Total consideration | ||
of which: | ||
Cash | ||
Deferred consideration |
(a)2025 includes inventories of €103 million and cash and cash equivalents of €27 million.
(b)2025 includes deferred tax of €290 million (2024: €99 million).
(c)Goodwill not deductible for tax purposes.
Goodwill represents the future value that the Group believes it will obtain through operational synergies and the application of acquired company ideas to existing
Unilever channels and businesses. Detailed information relating to goodwill is provided in note 9 on pages 152 to 154.
Disposals
are included in the consolidated financial statements up until their date of disposal.
€ million 2025 | € million 2024 | |
Goodwill and intangible assets(a) | ||
Other non-current assets | ||
Current assets | ||
Liabilities | ( | ( |
Net assets sold | ||
Loss on recycling of currency retranslation on disposal | ||
Non-controlling interest | ( | |
Profit/(loss) on sale attributable to Unilever | ( | ( |
Total consideration | ||
of which: | ||
Cash | ||
Non-cash items and deferred consideration |
(a)2025 includes intangibles of €56 million relating to the disposals of of The Vegetarian Butcher, Kate Somerville and Conimex businesses (2024 includes intangibles of €984 million relating
to the disposals of the Elida Beauty, Russia and Truliva businesses).
182 | Unilever Annual Report on Form 20-F 2025 | Financial Statements |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS UNILEVER GROUP | ||
A related party is a person or entity that is related to the Group. These include both people and entities that have, or are subject to, the influence or control of the Group. | ||||
Joint ventures
Related party balances | € million Total 2025 | € million Total 2024 |
Sales to joint ventures | ||
Purchases from joint ventures | ||
Receivables from joint ventures | ||
Payables to joint ventures | ||
Loans to joint ventures | ||
Royalties and service fees |
Significant joint ventures are Unilever FIMA LDA and Gallo Worldwide LDA in Portugal, Binzagr Unilever Distribution in the Middle East, the Pepsi Lipton Tea
Partnership in the US and Pepsi Lipton International Ltd for the rest of the world.
All transactions between the group and related parties are conducted on arm’s length basis.
Associates
There are no trading balances due to or from associates.
On 13 February 2025, Unilever PLC announced a share buyback programme for an aggregate market value up to €1.5 billion. The programme was completed on 30
May 2025, with the Group repurchasing 27,815,955 (2024: 27,368,909 ) ordinary shares which were held by Unilever as treasury shares until their cancellation in
December 2025. Consideration paid in 2025 for the repurchase of shares including transaction costs was €1,510 million (2024: €1,508 million) and was recognised in
€ million 2025 | € million 2024 | € million 2023 | |
Fees payable to the Group’s auditors for the audit of the consolidated and parent | |||
company accounts of Unilever PLC | |||
Fees payable to the Group’s auditors for the audit of accounts of subsidiaries of | |||
Unilever PLC pursuant to legislation(a)(b) | |||
Total statutory audit fees | |||
Fees payable to the Group’s auditors for the audit of non-statutory | |||
financial statements(c) | |||
Audit-related assurance services(d) | |||
Other taxation advisory services | |||
Services relating to corporate finance transactions | |||
Other assurance services(e) | |||
All other non-audit services(f) | |||
Total fees payable |
(a)Comprises fees payable to the KPMG network of independent member firms affiliated with KPMG International Cooperative for audit work on statutory financial statements and Group
reporting returns of subsidiary companies.
(b)Amount payable to KPMG in respect of services supplied to associated pension schemes was less than €1 million individually and in aggregate (2024: less than
€1 million individually and in aggregate; 2023: less than €1 million individually and in aggregate).
(c)2025 includes fees payable for reporting accountant services on the historical financial information of the Ice Cream business.
(d)2025 includes €1 million relating to services performed on the historical interim financial information of the Ice Cream business.
(e)2025 includes €6 million related to reporting accountant services performed in preparation for the demerger of the Ice Cream business. 2025 and 2024 include fees payable for CSRD
assurance reporting services. With the exception of these services, amounts paid in relation to each type of service are less than €1 million individually and in aggregate (2024: less than
€1 million and in aggregate; 2023: less than €1 million and in aggregate).
Financial Statements | Unilever Annual Report on Form 20-F 2025 | 183 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS UNILEVER GROUP | ||
Where events occurring after the balance sheet date provide evidence of conditions that existed at the end of the reporting period, the impact of these events is adjusted within the financial statements. Otherwise, events after the balance sheet date of a material size or nature are disclosed below. | ||||
On 12 February 2026, Unilever announced a quarterly dividend with the 2025 fourth-quarter results of €0.47 /£0.41 per PLC ordinary share. The total value of the
announced dividend is €1,017 million.
In February 2026, we announced a share buyback programme of €1.5 billion to be conducted during 2026.
percentage of share capital shown below represents the aggregate percentage of equity capital directly or indirectly held by Unilever PLC in the company. The
companies are incorporated and principally operated in the countries under which they are shown except where stated otherwise.
Country | Name of company | Shareholding |
See pages 192 to 200 for a complete list of subsidiary undertakings, associates and joint ventures.
184 | Unilever Annual Report on Form 20-F 2025 | Financial Statements |
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192 | Unilever Annual Report on Form 20-F 2025 | Financial Statements |
Group Companies
AS AT 31 DECEMBER 2025
In accordance with Section 409 of the Companies Act 2006, a list of subsidiaries, partnerships, associates and joint ventures as at 31 December 2025 is set out
below. All subsidiary undertakings are subsidiary undertakings of their immediate parent undertaking(s) pursuant to Section 1162(2)(a) of the Companies Act 2006
unless otherwise indicated – see the notes on page 200. All subsidiary undertakings not included in the consolidation are not included because they are not material
for such purposes. All associated undertakings are included in the Unilever Group’s financial statements using the equity method of accounting unless otherwise
indicated – see the notes on page 200.
See page 183 of the Annual Report on Form 20-F for a list of the significant subsidiaries.
Companies are listed by country and under their registered office address. The aggregate percentage of capital held by the Unilever Group is shown after the
subsidiary company name, except where it is 100%. If the Nominal Value field is blank, then the Share Class Note will identify the type of interest held in the entity.
Subsidiary undertakings included in the consolidation
Name of Undertaking | Nominal Value | Share Class Note |
Algeria – Zone Industrielle Hassi Ameur, Oran 31000 | ||
Unilever Algérie SPA (72.50) | DZD1,000.00 | 1 |
Argentina – Tucuman 1, Piso 4, Ciudad Autónoma de Buenos Aires | ||
Arisco S.A. | ARS1.00 | 1 |
Unilever de Argentina S.A. | ARS1.00 | 1 |
Club de Beneficios S.A.U. | ARS1.00 | 1 |
Urent S.A. | ARS1.00 | 1 |
Argentina – Martín Güemes 24 Sur, San Juan, Provincia de San Juan | ||
Helket S.A. | ARS1.00 | 1 |
Argentina – Juana Manso 205, 7mo. Piso, Ciudad Autónoma de Buenos Aires | ||
Compre Ahora S.A. | ARS1.00 | 1 |
Australia – 219 North Rocks Road, North Rocks, NSW 2151 | ||
Unilever Australia (Holdings) Pty Limited | AUD1.00 | 1 |
Unilever Australia Group Pty Limited | AUD2.7414 | 1 |
Unilever Australia Limited | AUD1.00 | 1 |
Unilever Australia Trading Limited | AUD1.00 | 1 |
Australia – 111-115 Chandos Street, Crows Nest, NSW 2065 | ||
Dermalogica Holdings Pty Limited | AUD1.00 | 1 |
Dermalogica Pty Limited | AUD2.00 | 1 |
Australia – Level 12, 60 Castlereagh Street, Sydney, NSW 2000 | ||
Paula’s Choice International Australia Pty Limited | AUD0.01 | 1 |
Australia – 4 Knowles Avenue, North Bondi, NSW | ||
Yeti Parent Holdings Pty Ltd | AUD1.00 | 1 |
Australia – Level 16, 68 Pitt Street, Sydney, NSW 2000 | ||
Brand Evangelists for Beauty Pty Ltd∆ (68.03) | 1 | |
Austria – Jakov-Lind-Straße 5, 1020 Wien | ||
Unilever Austria GmbH | EUR10,000,000.00 | 1 |
Bangladesh – 51 Kalurghat Heavy Industrial Area, Kalurghat, Chittagong | ||
Unilever Bangladesh Limited (60.75) | BDT100.00 | 1 |
Bangladesh – Fouzderhat Industrial Area, North Kattali, Chattogram 4217 | ||
Unilever Consumer Care Limited (81.98) | BDT10.00 | 1 |
Belgium – Anderlecht, Industrielaan 9, 1070 Brussels | ||
Unilever Belgium NV/SA | No Par Value | 1 |
Bolivia – Av. Blanco Galindo, Km 10.5, Cochabamba | ||
Unilever Andina Bolivia S.A. | BOB100.00 | 1 |
Brazil – Rua Gomes de Carvalho, 1666, conjunto 161, 16ª andar, Bairro Vila Olimpia, São Paulo, ZIP Code 04547-006 | ||
E-UB Comércio Limitada | BRL1.00 | 5 |
Brazil – R Campos Salles, 20 - Centro - Valinhos, SP, CEP 13.271-900 | ||
Unilever Logistica Serviços Limitada | BRL1.00 | 5 |
Brazil – Av. das Nações Unidas, n. 14.261, 3rd to 6th floors, Wing B Vila Gertrudes, ZIP Code 04794-000, São Paulo/SP | ||
Unilever Brasil Limitada | BRL1.00 | 5 |
Brazil – Av. das Nações Unidas, n. 14.261, 3rd floor, Wing A, Vila Gertrudes, ZIP Code 04794-000, São Paulo/SP | ||
Unilever Brasil Industrial Limitada | BRL1.00 | 5 |
Brazil – Avenida das Nações Unidas, nº 14.261, Vila Gertrudes, Andares 24º a 27º, Sala/Conjunto nº 2401B, 2501B, 2601B, e 2701B, parte, Espaço de Escritório WeWork nº 25-109, na Cidade de São Paulo, Estado de São Pa, CEP 04794-000 | ||
Mãe Terra Produtos Naturais Limitada | BRL1.00 | 1 |
Name of Undertaking | Nominal Value | Share Class Note |
Brazil – Rua Tenente Pena, No. 156, Bom Retiro, CEP 01127-020, São Paulo | ||
Smart Home Comércio E Locação De Equipamentos S.A. | No Par Value | 1 |
Brazil – São Paulo, Estado de São Paulo na Rua Demóstenes nº 1072, Bairro Campo Belo CEP 04614-010 | ||
Ole Franquia Limitada | BRL1.00 | 1 |
Brazil – Rua Gomes de Carvalho, 1666, conjunto 161, 5ª andar, locker 5D Bairro Vila Olimpia, São Paulo, ZIP Code 04547-006 | ||
Compra Agora Serviços Digitais Limitada | BRL1.00 | 1 |
Brazil - AV Francisco Prestes Maia Avenue, Saint Bernard of the countryside, 275,SL 81,Center 09.770-000 | ||
Minimalist Importation and Trade of Cosmetics LTDA (56.02) | – | — |
Bulgaria – City of Sofia, Borough Mladost, 1, Business Park, Building 4, Floor 5 | ||
Unilever Bulgaria EOOD | BGN1,000.00 | 1 |
Cambodia – Morgan Tower Building, Level 15, No. 15F-8A/8B/9/10/11/12/13/14/15/16/17A, Street Sopheak Mongkul, Phum 14, Sangkat Tonle Bassac, Khan Chamkarmon, Phnom Penh, 120101 | ||
Unilever (Cambodia) Limited | KHR20,000.00 | 1 |
Canada – 70 University Ave, 300, Toronto ON M5J2M4 | ||
Dermalogica (Canada) Limited | No Par Value | 6 |
Canada – 100 King Street West, 1 First Canadian Place, Suite 1600, Toronto, ON M5X 1G5 | ||
UPD Canada Inc. | No Par Value | 7 |
Canada – 1000 rue de la Gauchetière Ouest, Bureau 2500, Montreal, H3B 0A2 | ||
4012208 Canada Inc. | No Par Value | 7 |
Canada – 160 Bloor Street East, Suite 1400, Toronto, ON M4W 3R2 | ||
Unilever Canada Inc. | No Par Value | 8 |
No Par Value | 9 | |
No Par Value | 10 | |
No Par Value | 11 | |
No Par Value | 12 | |
Canada – McCarthy Tetrault LLP, 745 Thurlow Street, Suite 2400, Vancouver, BC V6E 0C5 | ||
Hourglass Cosmetics Canada Limited | No Par Value | 7 |
Chile – Avenida Las Condes 11.000, Piso 5, Comuna de Vitacura, Santiago | ||
Unilever Chile Limitada | 13 | |
China – Room 1001, No. 398 Caoxi Road (N), Xuhui District, Shanghai, 200030 | ||
Blueair (Shanghai) Sales Co. Limited | CNY1.00 | 1 |
China – No. 33 North Fuquan Road, Changning District, Shanghai, 200335 | ||
Unilever (China) Investing Company | USD1.00 | 1 |
China – 88 Jinxiu Avenue, Hefei Economic and Technology Development Zone, Anhui, 230601 | ||
Unilever (China) Limited | USD1.00 | 1 |
Unilever Services (Hefei) Co. Ltd | CNY1.00 | 1 |
China – No. 225 Jingyi Road, Tianjin Airport Economic Area, Tianjin | ||
Unilever (Tianjin) Company Limited | USD1.00 | 1 |
China – 1068 Ting Wei Road, Jinshanzui Industrial Region, Jinshan District, Shanghai | ||
Unilever Foods (China) Co. Limited | USD1.00 | 1 |
China – No. 166 Unilever Avenue West, Qinglong Town, Pengshan District, Meishan City, Sichuan province 620800 | ||
Unilever (Sichuan) Company Limited | USD1.00 | 1 |
Financial Statements | Unilever Annual Report on Form 20-F 2025 | 193 |
GROUP COMPANIES | ||
Name of Undertaking | Nominal Value | Share Class Note |
China – Room 326, 3rd Floor, Xinmao Building, 2 South Taizhong Road, (Shanghai) Pilot Free Trade Zone | ||
Uchieve Commerce (Shanghai) Co. Ltd | CNY1.00 | 1 |
China – Floor 1, Building 2, No. 33 North Fuquan Road, Changning District, Shanghai 200335 | ||
Shanghai CarverKorea Limited | USD1.00 | 1 |
China – 2F, No. 10, Lane 255, Xiaotang Road, Fengxian District, Shanghai | ||
Paula’s Choice (Shanghai) Trading Co. Limited | CNY1.00 | 1 |
China – Room 1436, No. 1256 and No. 1258 Wanrong Road, Jingan District, Shanghai | ||
Paula’s Choice (Shanghai) Technology Co. Limited | CNY1.00 | 1 |
China – No. 88 Yanghua Road, Mingzhu Industrial Zone, Conghua District, Guangzhou City | ||
Unilever (Guangzhou) Co. Limited | CNY1.00 | 1 |
China – Room 925, Floor 9, Building 1, Qunjia Building, No. 366 Shengkang Road, Jiubao Street, Shangcheng District, Hangzhou, Zhejiang Province | ||
GoUni (Hangzhou) Trading Co. Limited | CNY1.00 | 1 |
China – Room 407, No. 1256, No. 1258 Wanrong Road, Jingan District, Shanghai | ||
UPD (Shanghai) Trading Co. Ltd | CNY1.00 | 1 |
Colombia – Avenida Carrera 45, 108-27 Torre 3, Piso 5 y 6, Bogotá D.C. | ||
Unilever Andina Colombia Limitada | COP100.00 | 1 |
Costa Rica – Provincia de Heredia, Cantón Belén, Distrito de la Asunción, de la intersección Cariari-Belén, 400 Mts. Oeste, 800 Mts. al Norte | ||
UL Costa Rica SCC S.A. | CRC1.00 | 1 |
Côte d’Ivoire – 01 BP 1751 Abidjan 01, Boulevard de Vridi | ||
Unilever-Côte d’Ivoire (99.78) | XOF2,650.00 | 1 |
Côte d’Ivoire – Abidjan-Marcory, Boulevard Valery Giscard d’Estaing, Immeuble Plein Ciel, Business Center, 26 BP 1377, Abidjan 26 | ||
Unilever Afrique de l’Ouest (in liquidation) | XOF10,000.00 | 1 |
Croatia – Strojarska cesta 20, 10000 Zagreb | ||
Unilever Hrvatska d.o.o. | EUR1.00 | 1 |
Cuba – Zona Especial de Desarrollo Mariel, Provincia Artemisa | ||
Unilever Suchel, S.A. (60) | USD1,000.00 | 56 |
Cyprus – Head Offices, 195C Old Road, Nicosia Limassol, CY-2540 Idalion Industrial Zone – Nicosia | ||
Unilever Tseriotis Cyprus Limited (84) | EUR1.00 | 1 |
Czech Republic – Voctářova 2497/18, 180 00 Praha 8 | ||
Unilever ČR, spol. s.r.o. | CZK210,000.00 | 1 |
Denmark – Ørestads Boulevard 73, 2300 København S | ||
Unilever Danmark A/S | DKK1,000.00 | 1 |
Denmark – Petersmindevej 30, 5000 Odense C | ||
Unilever Produktion ApS | DKK100.00 | 1 |
Djibouti – Haramous, BP 169 | ||
Unilever Djibouti FZCO Limited | USD200.00 | 1 |
Dominican Republic – Av. Winston Churchill, Torre Acropolis, Piso 16 E-D, Santo Domingo | ||
Unilever Caribe, S.A. | DOP1,000.00 | 1 |
Ecuador – Km 25, Vía a Daule, Guayaquil | ||
Unilever Andina Ecuador S.A. | USD1.00 | 1 |
Egypt – 5th Floor, North Tower, Galleria 40 Business Complex, Sheikh Zayed, 6th of October City, Giza | ||
Unilever Mashreq for Manufacturing and Trading (SAE) | EGP10.00 | 1 |
Unilever Egypt for Shared Consultations Services | EGP10.00 | 1 |
Egypt – Public Free Zone, Alexandria | ||
Unilever Mashreq International Company (in liquidation) | USD1,000.00 | 1 |
Egypt – 14 May Bridge, Sidi Gaber, Smouha, Alexandria | ||
Unilever Mashreq Trading LLC (in liquidation) | EGP1,000.00 | 1 |
Commercial United for Import and Export LLC (in liquidation) | EGP1,000.00 | 1 |
Egypt – 15 Sphinx Square, El-Mohandsin, Giza | ||
Unilever Mashreq for Import and Export LLC | EGP100.00 | 1 |
El Salvador – Local 19, Nivel 19, Edificio Torre Futura, Calle El Mirador y 87 Avenida Norte, Colonia Escalón, San Salvador | ||
Unilever El Salvador, SCC S.A. de C.V. | USD1.00 | 1 |
Unilever de Centro America S.A. de C.V. | USD11.00 | 1 |
England and Wales – Unilever House, 100 Victoria Embankment, London EC4Y 0DY | ||
Name of Undertaking | Nominal Value | Share Class Note |
Accantia Group Holdings (unlimited company) | GBP0.01 | 1 |
Alberto-Culver (Europe) Limited (in liquidation) | GBP1.00 | 1 |
Alberto-Culver Group Limited (in liquidation) | GBP1.00 | 1 |
Alberto-Culver UK Holdings Limited (in liquidation) | GBP1.00 | 1 |
Alberto-Culver UK Products Limited (in liquidation) | GBP1.00 | 1 |
GBP5.00 | 14 | |
Associated Enterprises Limited° | GBP1.00 | 1 |
GroNext Technologies Limited | GBP1.00 | 1 |
Hourglass Cosmetics UK Limited | GBP1.00 | 1 |
Margarine Union (1930) Limited° | GBP1.00 | 1 |
GBP1.00 | 18 | |
GBP1.00 | 68 | |
GBP1.00 | 69 | |
MBUK Trading Limited (in liquidation) | GBP1.00 | 1 |
Mixhold Investments Limited | GBP1.00 | 1 |
ND4A Limited | GBP1.00 | 1 |
Toni & Guy Products Limited° | GBP0.001 | 1 |
UAC International Limited | GBP1.00 | 1 |
UML Limited | GBP1.00 | 1 |
Unidis Forty Nine Limited (in liquidation) | GBP1.00 | 1 |
Unilever AC Limited | GBP1.00 | 1 |
Unilever Assam Estates Limited | GBP1.00 | 1 |
Unilever Company for Industrial Development Limited (in liquidation) | GBP1.00 | 1 |
Unilever Company for Regional Marketing and Research Limited (in liquidation) | GBP1.00 | 1 |
Unilever Corporate Holdings Limited° | GBP1.00 | 1 |
Unilever Employee Benefit Trustees Limited | GBP1.00 | 1 |
Unilever Group Limited° | GBP0.25 | 1 |
Unilever South India Estates Limited° | GBP1.00 | 1 |
GBP1.00 | 15 | |
Unilever S.K. Holdings Limited | EUR1.43 | 1 |
Unilever Overseas Holdings Limited° | GBP1.00 | 1 |
Unilever U.K. Central Resources Limited | GBP1.00 | 1 |
Unilever U.K. Holdings Limited° | GBP1.00 | 1 |
Unilever UK & CN Holdings Limited | GBP1.00 | 2 |
GBP1.00 | 3 | |
GBP10.00 | 24 | |
Unilever UK Group Limited | GBP1.00 | 2 |
Unilever US Investments Limited° | GBP0.001 | 1 |
United Holdings Limited° | GBP1.00 | 1 |
England and Wales – The Manser Building, Thorncroft Manor, Thorncroft Drive, Dorking Road, Leatherhead, Surrey, KT22 8JB | ||
Dermalogica (UK) Limited | GBP1.00 | 1 |
England and Wales – Oceana House, 39-49 Commercial Road, First Floor, Southampton, Hampshire, SO15 1GA | ||
Aquis Haircare UK Ltd (in liquidation) | GBP1.00 | 1 |
England and Wales – c/o TMF Group, 13th Floor, One Angel Court, London EC2R 7HJ | ||
Unilever Ventures III Limited Partnership∞ (86.25) | 4 | |
Twenty Nine Capital Partners Limited Partnership∞ (80) | 4 | |
Unilever Ventures Limited | GBP1.00 | 1 |
Twenty Nine Capital Partners (General Partner) Limited | GBP1.00 | 1 |
Unilever Ventures General Partner Limited | GBP1.00 | 1 |
England and Wales – 4th Floor, 52 Conduit Street, London W1S 2YX | ||
Twenty Nine Capital Partners V Limited Partnership ∞ (85) | 4 | |
England and Wales – Union House, 182-194 Union Street, London SE1 0LH | ||
REN Limited (60.98) | GBP0.01 | 1 |
GBP0.0032 | 19 | |
GBP0.0042 | 126 | |
Murad Europe Limited | GBP1.00 | 1 |
England and Wales – Lever House, 3 St James Road, Kingston Upon Thames, Surrey KT1 2BA | ||
194 | Unilever Annual Report on Form 20-F 2025 | Financial Statements |
GROUP COMPANIES | ||
Name of Undertaking | Nominal Value | Share Class Note |
Alberto-Culver Company (U.K.) Limited | GBP1.00 | 1 |
CPC (UK) Pension Trust Limited (in liquidation) | 16 | |
Nature Delivered Limited | GBP0.0001 | 1 |
GBP0.0001 | 3 | |
GBP0.0001 | 84 | |
Marshfield Bakery Limited (in liquidation) | GBP0.01 | 1 |
Unilever Pension Trust Limited | GBP1.00 | 1 |
Unilever UK Limited | GBP1.00 | 1 |
Unilever UK Pension Fund Trustees Limited | GBP1.00 | 1 |
Unilever Superannuation Trustees Limited | GBP1.00 | 1 |
USF Nominees Limited | GBP1.00 | 1 |
England and Wales – 1 More Place, London SE1 2AF | ||
Accantia Health and Beauty Limited (in liquidation) | GBP0.25 | 1 |
England and Wales – Port Sunlight, Wirral, Merseyside CH62 4ZD | ||
Unilever Global IP Limited° | GBP1.00 | 1 |
England and Wales – Suite 1, 7th Floor, 50 Broadway, London SW1H 0BL | ||
Paula’s Choice UK Limited (in liquidation) | USD1.00 | 1 |
England and Wales – 3rd Floor, 1 Ashley Road, Altrincham, Cheshire WA14 2DT | ||
Brand Evangelists for Beauty Limited∆ (80.30) | GBP0.001 | 2 |
(100) | GBP0.001 | 85 |
(66.47) | GBP0.001 | 128 |
(82.92) | GBP0.001 | 129 |
England and Wales – Units 1.14-1.17 First Floor of Canterbury Court, Kennington Park, 1-3 Brixton Road, London SW9 6DE | ||
Wild Cosmetics Limited | GBP0.00001 | 1 |
England and Wales - 3rd Floor, 5 Lloyds Avenue, London - EC3N 3AE | ||
Minimalist Science Ltd (56.02) | GBP1.00 | 1 |
Estonia – Harju maakond, Tallinn, Haabersti linnaosa, Paldiski mnt 96, 13522 | ||
Unilever Eesti Aktsiaselts | EUR6.30 | 1 |
Ethiopia – Bole Sub City, Kebele 03/05, Lidiya Building, Addis Ababa | ||
Unilever Manufacturing PLC | ETB1,000.00 | 1 |
Finland – Post Box 254, 00101 Helsinki | ||
Unilever Finland Oy | EUR16.82 | 1 |
Unilever Ingman Production Oy | EUR1,000.00 | 1 |
France – 20, rue des Deux Gares, 92500, Rueil-Malmaison | ||
Bestfoods France Industries S.A.S. (99.99) | No Par Value | 1 |
Fralib Sourcing Unit S.A.S. (99.99) | No Par Value | 1 |
Saphir S.A.S. (99.99) | EUR1.00 | 1 |
U-Labs S.A.S. (99.99) | No Par Value | 1 |
Unilever France S.A.S. (99.99) | No Par Value | 1 |
Unilever France Holdings S.A.S. (99.99) | EUR1.00 | 1 |
Unilever France HPC Industries S.A.S. (99.99) | EUR1.00 | 1 |
France – ZI de la Norge – Chevigny Saint-Sauveur, 21800 Quetigny | ||
Amora Maille Societe Industrielle S.A.S. (99.99) | No Par Value | 1 |
France – 42, rue Jean de La Fontaine, Paris, 75016 | ||
Laboratoire Garancia | EUR62.50 | 1 |
UPD EU | EUR1.00 | 1 |
Germany – Wiesenstraße 21, 40549 Düsseldorf | ||
Dermalogica GmbH | EUR25,000.00 | 1 |
Germany – Spitaler Straße 16, 20095 Hamburg | ||
ProCepta Service GmbH | EUR28,348.00 | 1 |
Germany – Neue Burg 1, 20457 Hamburg | ||
DU Gesellschaft für Arbeitnehmerüberlassung mbH (99.99) | DEM50,000.00 | 1 |
Unilever Deutschland GmbH | EUR90,000,000.00 | 1 |
EUR2,000,000.00 | 1 | |
EUR1,000,000.00 | 1 | |
EUR 100.000,00 | 1 | |
Unilever Deutschland Holding GmbH | EUR39,000.00 | 1 |
EUR18,000.00 | 1 | |
EUR14,300.00 | 1 | |
EUR5,200.00 | 1 | |
Name of Undertaking | Nominal Value | Share Class Note |
EUR6,500.00 | 1 | |
Unilever Deutschland Produktions GmbH & Co. OHG | 4 | |
Rizofoor Gesellschaft mit beschränkter Haftung | EUR15,350.00 | 1 |
EUR138,150.00 | 1 | |
Schafft GmbH | EUR63,920.00 | 1 |
EUR100,000.00 | 1 | |
Unilever Deutschland Pensions GmbH | EUR1.00 | 1 |
Germany – Alt-Moabit 2, c/o Mazars Advisors GmbH & Co. KG, 10557 Berlin | ||
T2 Germany GmbH (in liquidation) | EUR25,000.00 | 1 |
Germany – Langnesestraße 1, 64646 Heppenheim | ||
Maizena Grundstücksverwaltung Gesellschaft mit beschränkter Haftung & Co. offene Handelsgesellschaft | 4 | |
Germany – Wiesenstrasse 21, D-40549 Düsseldorf | ||
Murad GmbH | EUR1.00 | 1 |
Ren GmbH | EUR1.00 | 1 |
Germany – Zehdenicker Str. 110119 Berlin | ||
Paula’s Choice Germany GmbH | 4 | |
Ghana – Plot No. Ind/A/3A-4, Heavy Industrial Area, Tema, PO Box 721, Tema | ||
Unilever Ghana PLC (74.50) | GHC0.0192 | 1 |
Greece – Kymis Ave & 10, Seneka Str. GR-145 64 Kifissia | ||
Elais Unilever Hellas SA | EUR10.00 | 1 |
Unilever Knorr SA | EUR10.00 | 1 |
Unilever Logistics SA | EUR10.00 | 1 |
Guatemala – 24 Avenida 35-87 Calzada Atanasio Tzul, Zona 12 | ||
Unilever de Centroamerica S.A. | GT60.00 | 1 |
Haiti – 115, Rue Panamericaine, Estabissement Número 1, Petion Ville | ||
Les Condiments Alimentaires, S.A. (61) (in liquidation) | HTG1000.00 | 1 |
Honduras – Anillo Periférico 600 metros después de la colonia, Residencial, Las Uvas contigua acceso de residencial Roble Oeste, Tegucigalpa M.D.C. | ||
Unilever de Centroamerica S.A. | HNL10.00 | 1 |
Hong Kong – Suite 1106-8, 11/F, Tai Yau Building, 181 Johnston Road, Wanchai | ||
Blueair Asia Limited | HKD0.10 | 1 |
Hong Kong – 6 Dai Fu Street, Tai Po Industrial Estate | ||
Unilever Hong Kong Limited | HKD0.10 | 1 |
Hong Kong – Suite 907, 9/F, Silvercord Tower 2, 30 Canton Road, Tsim Sha Tsui, Kowloon | ||
Hourglass Cosmetics Hong Kong Limited | HKD1.00 | 1 |
Hong Kong – Units 04-05, 26F, Railway Plaza, 39 Chatham Road South, Tsim Sha Tsui, Kowloon | ||
Hong Kong CarverKorea Limited | HKD1.00 | 7 |
Hong Kong – 14th Floor, One Taikoo Place, 979 King’s Road, Quarry Bay | ||
UPD Hong Kong Limited | HKD100.00 | 1 |
Hong Kong – 14/F, One Taikoo Place, 979 King’s Road, Quarry Bay | ||
Go-Uni Limited | USD1.00 | 1 |
Hong Kong – Unit B, 17/F, United Centre, 95 Queensway, Admiralty | ||
Paula’s Choice Hong Kong Limited | HKD1.00 | 1 |
Paula’s Choice Hong Kong Distributor Services Ltd | HKD1.00 | 1 |
Hungary – 1138-Budapest, Váci út 121-127 | ||
Unilever Magyarország Kft | HUF1.00 | 1 |
India – Unilever House, B. D. Sawant Marg, Chakala, Andheri (E), Mumbai 400099 | ||
Daverashola Estates Private Limited (61.90) | INR10.00 | 1 |
Hindlever Trust Limited (61.90) | INR10.00 | 1 |
Hindustan Unilever Limited° (61.90) | INR1.00 | 1 |
Lakme Lever Private Limited (61.90) | INR10.00 | 1 |
Levers Associated Trust Limited (61.90) | INR10.00 | 1 |
Levindra Trust Limited (61.90) | INR10.00 | 1 |
Unilever India Limited (61.90) | INR1.00 | 1 |
Unilever India Exports Limited (61.90) | INR10.00 | 1 |
Unilever Industries Private Limited° | INR10.00 | 1 |
Unilever Ventures India Advisory Private Limited | INR1.00 | 1 |
Kwality Wall’s (India) Limited (61.90) | INR1.00 | 1 |
India – S-327, Greater Kailash – II, New Delhi – 110048, Delhi | ||
Blueair India Private Limited (in liquidation) | INR10.00 | 1 |
Financial Statements | Unilever Annual Report on Form 20-F 2025 | 195 |
GROUP COMPANIES | ||
Name of Undertaking | Nominal Value | Share Class Note |
India – c/o Vaish Associates, 106, Peninsula Centre, Dr S.S. Rao Road, Parel, Mumbai, Maharashtra, 400012 | ||
Jech India Private Limited (in liquidation) | INR10.00 | 1 |
India – Ground Floor, Plot No. 57, Industrial Area Phase I, Chandigarh 160002 | ||
Zywie Ventures Private Limited (33.02) | INR10.00 | 1 |
India – 2nd Floor Commercial Building, Hotel Marriott, Khasra No. 55, Ramdas Agarwal Marg, New Jawahar Circle, Gandhi Nagar, Jaipur, Rajasthan, 302015 | ||
Uprising Science Private Limited (56.02) | INR10.00 | 1 |
India – Plot no. 70, Himmat Nagar, Gopalpura Mod Durgapura, Jaipur, Rajasthan - 302018 | ||
Minimalist Foundation (55.46) | INR10.00 | 1 |
Indonesia – Grha Unilever, Green Office Park Kav 3, Jalan BSD Boulevard Barat, BSD City, Tangerang, 15345 | ||
PT Unilever Indonesia Tbk (84.99) | IDR2.00 | 1 |
PT Unilever Enterprises Indonesia (99.99) | IDR1,000.00 | 1 |
PT Unilever Trading Indonesia | IDR1,003,875.00 | 1 |
Indonesia – Gedung Pasaraya Blok M, Gedung B, Lantai 6 dan 7, Jalan Iskandarsyah II No. 2, DKI Jakarta | ||
PT Gerai Cepat Untung (88.19) | IDR100,000.00 | 1 |
Indonesia – KEK Sei Mangkei, Nagori Sei Mangkei, Kecamatan Bosar Maligas, Kabupaten Simalungun 21183, Sumatera Utara | ||
PT Unilever Oleochemical Indonesia | IDR1,000,000.00 | 1 |
Indonesia - Gedung Pusat Perfilman H. Usmar Ismail 2nd floor, Unit 210. Jl. H.R. Rasuna Said Kav. C-22, Karet Kuningan Setiabudi, Jakarta Selatan | ||
PT Minimalist Science Indonesia (55.96) | IDR10,000,000.00 | 1 |
Iran – No. 23, Corner of 33rd Street, Zagros Street, Argentina Square, Tehran | ||
Unilever Iran (Private Joint Stock Company) (99.99) | IRR1,000,000.00 | 1 |
Ireland – 20 Riverwalk, National Digital Park, Citywest Business Campus, Dublin 24 | ||
Lipton Soft Drinks (Ireland) Limited | EUR1.26 | 1 |
Unilever Ireland (Holdings) Limited | EUR1.26 | 1 |
Unilever Ireland Limited | EUR1.26 | 1 |
Ireland – Unit 50, The Swan Shopping Centre, Rathmines Road Lower, Dublin, D06V9K5 | ||
Dermalogica (Skin Care) Ireland Limited | EUR1.00 | 1 |
Isle of Man – Bridge Chambers, West Quay, Ramsey, Isle of Man, IM8 1DL | ||
Rational International Enterprises Limited | USD1.00 | 1 |
Israel – 3 Gilboa Street, Airport City, Ben Gurion Airport | ||
Beigel & Beigel Mazon (1985) Limited | ILS1.00 | 1 |
Israel – 52 Julius Simon Street, Haifa, 3296279 | ||
Bestfoods TAMI Holdings Ltd | ILS0.001 | 1 |
Israel Vegetable Oil Company Ltd | ILS0.0001 | 1 |
Unilever Israel Foods Ltd | ILS0.10 | 35 |
ILS0.10 | 79 | |
ILS0.10 | 17 | |
ILS0.0002 | 25 | |
Unilever Israel Home and Personal Care Limited | ILS1.00 | 1 |
Unilever Israel Marketing Ltd | ILS0.0001 | 1 |
Unilever Shefa Israel Ltd | ILS1.00 | 1 |
Italy – Viale Sarca 235, 20126 Milan | ||
Unilever Italia Administrative Services S.R.L. | EUR70,000.00 | 1 |
Italy – Via Paolo di Dono n. 3/A 00142 Roma | ||
Unilever Italia Logistics S.R.L. | EUR600,000.00 | 1 |
Unilever Italia Manufacturing S.R.L. | EUR10,000,000.00 | 1 |
Unilever Italia Mkt Operations S.R.L. | EUR25,000,000.00 | 1 |
Unilever Italy Holdings S.R.L. | EUR1,000.00 | 1 |
Italy – Via Plava, 74 10135 Torino | ||
Equilibra S.R.L. | EUR 10,400.00 | 1 |
Italy – Business Center Monte Napoleone, Via Monte Napoleone 8, 20121 – Milano | ||
UPD Italia S.r.l. | EUR10,000.00 | 1 |
Japan – 2-1-1, Kamimeguro, Meguro-ku, Tokyo 153-8578 | ||
Unilever Japan Customer Marketing K.K. | JPY100,000,001.00 | 1 |
Unilever Japan Holdings G.K. | JPY10,000,000.00 | 1 |
Unilever Japan K.K. | JPY100,000,001.00 | 1 |
Rafra Japan K.K. | JPY20,000,000.00 | 1 |
Name of Undertaking | Nominal Value | Share Class Note |
Japan – Marunouchi Trust Tower – Main 20F, 1-8-3 Marunouchi Chiyoda-ku Tokyo 100-0005 | ||
UPD Japan K.K. | JPY109,850.00 | 1 |
Jersey – IFC 5, St Helier, JE1 1ST | ||
Unilever Chile Investments Limited | GBP1.00 | 1 |
Jordan – Ground Floor, Office No. 1, GH24 Building, Business Park, Development Zone, Amman | ||
Unilever Jordan for Marketing Services | JOD1,000.00 | 1 |
Kazakhstan – Abylai Khan Avenue, 53, Abylai Khan Building, 6th Floor, Almaty | ||
Unilever Kazakhstan LLP | 4 | |
Kenya – Commercial Street, Industrial Area, PO Box 30062-00100, Nairobi | ||
Unilever Kenya Limited° | KES20.00 | 1 |
Korea – 443 Taeheran-ro, Samsung-dong, Kangnam-gu, Seoul | ||
Unilever Korea Co., Ltd | KRW10,000.00 | 1 |
Korea – 7th Floor, FKI Tower, 24 Yeoui-daero, Yeouido-dong, Yeongdeungpo- gu, Seoul | ||
CARVERKOREA Co., Limited (97.47) | KRW500.00 | 7 |
Korea – #1-313 #1-314, 48, Achasan-ro 17-gil, Seongdong-gu, Seoul | ||
Paula’s Choice Korea, Limited | KRW500,000,000.00 | 1 |
Kuwait – AlQibla – Land No.14, Abu Bakir Alssiddiq Street, Mohamed Abdulrahman AlBahar building – Floor #9 – Unit 4 | ||
AlBahar United For Wholesale and Retail Trading Company LLCX (30) | KWD0.10 | 1 |
Laos – Viengvang Tower, 4th Floor, Room no. 402A, Boulichan Road, Dongpalan Thong Village, Sisattanak District, Vientiane Capital | ||
Unilever Services (Lao) Sole Co. Limited | LAK80,000.00 | 1 |
Latvia – Kronvalda bulvāris 3-10, Rīga, LV-1010 | ||
Unilever Baltic LLC | EUR1.00 | 1 |
Lithuania – Skuodo St. 28, Mazeikiai, LT-89100 | ||
UAB Unilever Lietuva distribucija | EUR3,620.25 | 1 |
Malawi – Room 33, Gateway Mall, Area 47, Lilongwe Malawi | ||
Unilever South East Africa (Private) Limited (in liquidation) | MWK2.00 | 1 |
Malaysia – Suite 2-1, Level 2, Vertical Corporate Tower B, Avenue 10, The Vertical, Bangsar South City, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Wilayah Persekutuan | ||
Paula’s Choice Malaysia SEA Sdn. Bhd. | No Par Value | 1 |
Unilever (Malaysia) Holdings Sdn. Bhd. | No Par Value | 1 |
Malaysia - 12th Floor, Menara Symphony, No. 5, Jalan Prof. Khoo Kay Kim Seksyen 13, 46200 Petaling Jaya, Selangor Darul Ehsan | ||
Minimalist Science Sendirian Berhad (56.02) | RM1.00 | 1 |
Mexico – Paseo de los Tamarindos No. 150, Piso 2, Bosques de las Loma, Cuajimalpa de Morelos, Ciudad de México, C.P. 05120 | ||
Unilever de Mexico S. de R.L. de C.V. | MXN1.00 | 13 |
Mexico – Av. Tepalcapa No. 2, Col. Rancho Santo Domingo, C.P. 54900 Tultitlán, Estado de México | ||
Unilever Holding Mexico S. de R.L. de C.V. | MXN1.00 | 13 |
Unilever Manufacturera S. de R.L. de C.V. | MXN1.00 | 13 |
Unilever Real Estate Mexico S. de R.L. de C.V. | MXN1.00 | 13 |
Mexico – Ave. del Comercio 5010, Parque Industrial Nexxus ADN 2, Salinas Victoria, Nuevo León CP 65514 | ||
Unilever NA Sourcing West S. de R.L. de C.V. | MXN1.00 | 13 |
Morocco – 65, Main Street Finance District, Casablanca Finance City, Place Anfa Ouest Et Palmeraie, Immeuble Walili Street, 10ème Étage – Hay-Hassani (AR) | ||
Unilever Maghreb S.A. | MAD100.00 | 1 |
Mozambique – Avenida 24 de Julho, Edifício 24, nº 1097, 4º andar, Maputo | ||
Unilever Mocambique Limitada (in liquidation) | USD0.01 | 1 |
Myanmar – Plot No (40,41,47), Min Thate Hti Kyaw Swar Road, 39 Ward, Shwe Pyi Thar Industrial Zone (2), Shwe Pyi Thar Township, Yangon Region, 11411 | ||
Unilever (Myanmar) Limited | MMK11,129,679,600.00 | 1 |
Myanmar – Lot No. 40-41, Min Thate Hti Kyaw Swar Street, 35 Ward, Shwe Pyi Thar Industrial Zone (2), Shwe Pyi Thar Township, Yangon | ||
Unilever (Myanmar) Services Limited | USD2,000,000.00 | 1 |
Myanmar – Lot No. 31, Bamaw Ahtwin Wun Street, Hlaing Thar Yar Industrial Zone 3, Hlaing Thar Yar Township, Yangon, 11401 | ||
Unilever EAC Myanmar Company Limited (60) | MMK300,000,000,0 00.00 | 1 |
Nepal – Hetauda-3, Basamadi Makawnapur | ||
196 | Unilever Annual Report on Form 20-F 2025 | Financial Statements |
GROUP COMPANIES | ||
Name of Undertaking | Nominal Value | Share Class Note |
Unilever Nepal Limited (49.52) | NPR100.00 | 1 |
Netherlands – Rodezand 90, 3011 AN Rotterdam | ||
Argentina Investments B.V. | EUR454.00 | 1 |
BFO Holdings B.V. | EUR1.00 | 1 |
Brazinvest B.V. | EUR1.00 | 1 |
Chico-invest B.V. | EUR455.00 | 1 |
Doma B.V. | NLG1,000.00 | 1 |
Handelmaatschappij Noorda B.V. | NLG1,000.00 | 1 |
Hourglass Cosmetics Europe B.V. | EUR1.00 | 1 |
Itaho B.V. | EUR1.00 | 1 |
Lipoma B.V. | NLG1,000.00 | 1 |
Marga B.V. | EUR1.00 | 1 |
Mavibel (Maatschappij voor Internationale Beleggingen) B.V. | EUR1.00 | 1 |
Mexinvest B.V. | EUR1.00 | 1 |
Mixhold B.V.° | EUR1.00 | 2 |
EUR1.00 | 3 | |
EUR1.00 | 26 | |
New Asia B.V. | EUR1.00 | 1 |
Nommexar B.V. | EUR1.00 | 1 |
Ortiz Finance B.V. | NLG100.00 | 1 |
Pabulum B.V. | NLG1,000.00 | 1 |
Rizofoor B.V. | NLG1,000.00 | 1 |
Rolf von den Baumen’s Vetsmelterij B.V. | EUR454.00 | 1 |
Rolon B.V. | NLG1,000.00 | 1 |
Saponia B.V. | NLG1,000.00 | 1 |
ThaiB1 B.V. | NLG1,000.00 | 1 |
ThaiB2 B.V. | NLG1,000.00 | 1 |
Unilever Alser B.V. | EUR1.00 | 1 |
Unilever Berran B.V. | EUR1.00 | 1 |
Unilever Canada Investments B.V. | EUR1.00 | 1 |
Unilever Caribbean Holdings B.V. | EUR1,800.00 | 1 |
Unilever Europe B.V. | EUR1.00 | 1 |
Unilever Europe Business Center B.V. | EUR454.00 | 1 |
EUR454.00 | 14 | |
Unilever Finance International B.V. | EUR1.00 | 1 |
Unilever Finance Netherlands B.V.o | EUR1.00 | 1 |
Unilever Global Services B.V. | EUR1.00 | 1 |
Unilever Holdings B.V. | EUR454.00 | 1 |
Unilever Indonesia Holding B.V. | EUR1.00 | 1 |
Unilever Insurances N.V. | EUR454.00 | 1 |
Unilever International Holdings B.V.° | EUR1.00 | 1 |
Unilever Netherlands Retail Operations B.V. | EUR1.00 | 1 |
Unilever Nederland Services B.V. | EUR460.00 | 1 |
Unilever Overseas Holdings B.V. | NLG1,000.00 | 1 |
Unilever PL Netherlands B.V. | EUR1.00 | 1 |
Unilever Turkey Holdings B.V. | EUR1.00 | 1 |
Unilever US Investments B.V.° | EUR1.00 | 1 |
Unilever Ventures Holdings B.V. | EUR453.79 | 1 |
Univest Company B.V. | EUR1.00 | 1 |
UNUS Holding B.V. | EUR0.10 | 2 |
EUR0.10 | 3 | |
Non-voting† | ||
Verenigde Zeepfabrieken B.V. | NLG1,000.00 | 1 |
Wemado B.V. | NLG1,000.00 | 1 |
Netherlands – Weena 455, 3013 AL Rotterdam | ||
FoodServiceHub B.V. | EUR1.00 | 1 |
Netherlands – Bronland 14, 6708 WH, Wageningen Universiteit | ||
Unilever IP Holdings B.V. | EUR1.00 | 1 |
Unilever Innovation Centre Wageningen B.V. | EUR460.00 | 1 |
Netherlands – Hofplein 19, 3032 AC Rotterdam | ||
Unilever Nederland B.V. | EUR454.00 | 1 |
Name of Undertaking | Nominal Value | Share Class Note |
Unilever Nederland Holdings B.V. | EUR454.00 | 1 |
Unilever Foods & Refreshments Global B.V. | EUR453.78 | 1 |
Netherlands – Grote Koppel 7, 3813 AA Amersfoort | ||
Paula’s Choice Europe B.V. | EUR1.00 | 1 |
New Zealand – Level 4, 103 Carlton Gore Rd, Newmarket, Auckland 1023 | ||
Unilever New Zealand Limited | NZD2.00 | 1 |
Nicaragua – Km 11.5, Carretera Vieja a León, 800 Mts Norte, 100 Mts Este, 300 Mts Norte, Managua | ||
Unilever de Centroamerica S.A. | NIC50.00 | 1 |
Nigeria – 1 Billings Way, Oregun, Ikeja, Lagos | ||
Unilever Nigeria Plc (75.96) | NGN0.50 | 1 |
West Africa Popular Foods Nigeria Limited (51) | NGN1.00 | 1 |
Norway – Martin Linges vei 25, Postbox 1, 1331 Fornebu | ||
Unilever Norge AS | NOK100.00 | 1 |
Pakistan – Avari Plaza, Fatima Jinnah Road, Karachi, 75530 | ||
Unilever Pakistan Foods Limited (76.50) | PKR10.00 | 1 |
Unilever Pakistan Limited (99.26) | PKR50.00 | 1 |
(71.78) | PKR100.00 | 14 |
Palestine – Ersal St., Awad Center, PO Box 3801, Al-Beireh, Ramallah | ||
Unilever Market Development Company (in liquidation) | JOD1.00 | 1 |
Palestine – Jamil Center, Al-Beireh, Ramallah | ||
Unilever Agencies Limited (99) (in liquidation) | JOD1.00 | 1 |
Panama – PH Dream Plaza, Piso 10 y, Provincia de Panamá, Corregimiento de Parque Lefevre, Costa del Este | ||
Unilever Regional Services Panama S.A. (in liquidation) | USD1.00 | 1 |
Panama – Calle 74 Este, corregimiento de San Francisco, PH Midtown SF74, piso 17, oficina 1705, distrito y provincia de Panamá | ||
Unilever de Centroamerica S.A. | No Par Value | 1 |
Paraguay – Roque Centurión Miranda No. 1635, casi Avenida San Martin, Edificio Aymac II, Asunción | ||
Unilever de Paraguay S.A. | PYG1,000,000.00 | 1 |
Peru – Av. Paseo de la Republica, 5895 OF. 402, Miraflores, Lima 18 | ||
Unilever Andina Perú S.A. | PEN1.00 | 1 |
Philippines – 7th Floor, Bonifacio Stopover Corporate Center, 31st Street corner 2nd Avenue, Bonifacio Global City, Taguig City | ||
Unilever Global Services, Inc. | PHP10.00 | 7 |
Unilever Philippines, Inc. | PHP50.00 | 7 |
Philippines – 11th Avenue, Corner 39th Street, Bonifacio Triangle, Bonifacio Global City, Taguig City, Manila | ||
Universal Philippines Body Care, Inc. | PHP100.00 | 7 |
Philippines – Four/Neo, 12th Floor, Fourth Avenue, Bonifacio Global City, Barangay Fort Bonifacio, Taguig 1634, Metro Manila | ||
Gronext Technologies Phils., Inc. | PHP1.00 | 7 |
Poland – Jerozolimskie 134, 02-305, Warszawa | ||
Unilever Polska Sp. z o.o. | PLN50.00 | 1 |
Unilever Poland Services Sp. z o.o. | PLN50.00 | 1 |
Unilever Polska S.A. | PLN10.00 | 1 |
Puerto Rico – Edificio VIG Tower, 1225 Avenida Juan Ponce de León, Oficina BS- N, San Juan, 00907 | ||
Unilever de Puerto Rico, Inc.° | USD100.00 | 1 |
Qatar – Almana & Partners WLL Building, Area No. 43, Al Mamoura, Main Salwa Road, PO Box 91560 | ||
Unilever Qatar LLC | QAR1,000.00 | 1 |
Romania – Ploiesti, 291 Republicii Avenue, Prahova County | ||
Unilever Romania S.A. (99.93) | ROL0.10 | 1 |
Unilever South Central Europe S.A. | ROL260.50 | 1 |
Romania – Bucuresti, Sector 2, Barbu Vacarescu 301-311, Cladirea AFI Lakeview, Biroul, E-8-A11 | ||
Good People SA (75) (in liquidation) | RON10.00 | 1 |
Saudi Arabia – PO Box 5694, Jeddah 21432 | ||
Binzagr Unilever LimitedX (49) | SAR1,000.00 | 1 |
Scotland – c/o Brodies LLP, Capital Square, 58 Morrison Street, Edinburgh EH3 8BP | ||
Twenty Nine Capital Partners (SLP) Limited Partnership∞ | 4 | |
Unilever Ventures (SLP) General Partner Limited∞ | GBP1.00 | 1 |
Financial Statements | Unilever Annual Report on Form 20-F 2025 | 197 |
GROUP COMPANIES | ||
Name of Undertaking | Nominal Value | Share Class Note |
Unilever Ventures III (SLP) Limited Partnership∞ (14.10) | 4 | |
Twenty Nine Capital Partners V (SLP) Limited Partnership∞ | GBP1.00 | 4 |
Serbia – Belgrade, Serbia, Omladinskih brigada 90v – Novi Beograd | ||
Unilever Beograd d.o.o. | 13 | |
Singapore – 18 Nepal Park, 139407 | ||
Unilever Asia Private Limited | No Par Value | 1 |
Unilever Singapore Pte. Limited | No Par Value | 1 |
UPD Singapore Pte. Ltd. | No Par Value | 1 |
Gronext Technologies Pte. Ltd. | No Par Value | 1 |
Singapore – 1 Maritime Square, #09-34/35, Harbourfront Centre, 099253 | ||
Paula’s Choice Singapore, SEA Pte. Ltd. | SGD1.00 | 1 |
Singapore - 8 Cross Sreet, #24-03/04, Manulife Tower, 048424 | ||
Minimalist Pte Ltd (56.02) | USD1.00 | 1 |
Slovakia – Karadžičova 8/A, 821 08 Bratislava, mestská časť Ružinov | ||
Unilever Slovensko, spol. s. r.o. | EUR1.00 | 1 |
South Africa – 15 Nollsworth Crescent, Nollsworth Park, La Lucia Ridge Office Estate, La Lucia, 4051 | ||
Unilever South Africa (Pty) Limited | ZAR2.00 | 1 |
Unilever South Africa Holdings (Pty) Limited | ZAR1.00 | 1 |
ZAR1.00 | 2 | |
ZAR1.00 | 3 | |
Aconcagua 14 Investments (RF) (Pty) Limited | ZAR1.00 | 1 |
South Africa – Oakhurst Office Park, 11-13 St Andrews Road, Parktown, Johannesburg 2193 | ||
UPD South Africa (Pty) Limited (60) | No Par Value | 1 |
South Africa - Ballyoaks Office Park Ground Floor, Lacey Oak House, 2191 Bryanston, Sandton, Gauteng, 35 Ballyclare Drive | ||
Minimalist Science Pty Limited (56.02) | – | – |
Spain – C/ Tecnología 19, 08840 Viladecans | ||
Unilever España S.A. | EUR24.00 | 1 |
Spain – C/ Felipe del Río, 14 – 48940 Leioa | ||
Unilever Foods Industrial España, S.L.U. | EUR600.00 | 1 |
Sri Lanka – 324/9 36/1 Havelock Road, Colombo 06 | ||
Ceytea (Private) Limited | LKR10.00 | 1 |
Lever Brothers (Exports and Marketing) (Private) Limited° | LKR2.00 | 1 |
Premium Exports Ceylon (Private) Limited | LKR10.00 | 1 |
Unilever Lanka Consumer Limited | LKR10.00 | 1 |
Unilever Ceylon Services (Private) Limited | LKR10.00 | 1 |
Unilever Sri Lanka Limited° | LKR10.00 | 1 |
Sudan – Property No. 125, Block 2, Industrial Area, Kafori District, Bahri, Kafori | ||
Unilever Sudanese Investment Company | SDG10,000.00 | 1 |
Sweden – Röntgenvägen 3, PO Box 1056, 171 22 Solna | ||
Alberto Culver AB | SEK100.00 | 1 |
Unilever Holding AB | SEK100.00 | 1 |
Unilever Sverige AB | SEK100.00 | 1 |
Sweden – Karlavagen 104, 115 26 Stockholm | ||
Blueair AB | SEK100.00 | 2 |
Switzerland – Bahnhofstrasse 19, CH 8240 Thayngen | ||
Knorr-Nährmittel Aktiengesellschaft | CHF1,000.00 | 1 |
Unilever Schweiz GmbH | CHF100,000.00 | 1 |
Switzerland – Spitalstrasse 5, 8200 Schaffhausen | ||
Helmsman Capital AG | CHF1,000.00 | 1 |
Unilever ASCC AG | USD1,190.33 | 1 |
Unilever Finance International AG | EUR1,077.47 | 1 |
Unilever Overseas Holdings AG | EUR1,077.47 | 1 |
Unilever Schaffhausen Service AG | CHF1,000.00 | 1 |
Unilever Swiss Holdings AG | CHF1,000.00 | 1 |
Streu mi Vertriebs GmbH | CHF20,000.00 | 1 |
Switzerland – Hinterbergstr. 30, CH-6312 Steinhausen | ||
Oswald Nahrungsmittel GmbH | CHF800,000.00 | 1 |
Taiwan – 15F, No. 39, Sec. 2, Dunhua S. Road, Da’an District, Taipei City | ||
Name of Undertaking | Nominal Value | Share Class Note |
Unilever Taiwan Limited (99.92) | TWD10.00 | 1 |
Taiwan – RM 1, 8 F, No. 186, Sec. 1, Zhangmei Rd, Changhua City, Changhua County 50062, Taiwan (R.O.C.) | ||
UPD Taiwan Co., Ltd | TWD27.00 | 1 |
Tanzania – Plot No. 4A, Nyerere Road, Dar Es Salaam, PO Box 40383 | ||
Unilever Tanzania Limited | TZS20.00 | 1 |
Thailand – 161 Rama 9 Road, Huay Kwang Sub-District, Huay Kwang District, Bangkok 10310 | ||
Unilever Thai Holdings Limited | THB100.00 | 1 |
Unilever Thai Trading Limited | THB100.00 | 1 |
Thailand – 989 Siam Piwat Tower, 12A Floor, Unit B1-B2, Office No.1225, Rama 1 Road, Pathum Wan Sub-District, Pathum Wan District, Bangkok | ||
UPD (Thailand) Limited | THB100.00 | 1 |
Thailand – 21/39 Soi Ladpraw 15, Chom Phon, Chatuchak, Bangkok, 10900 | ||
Gronext Technologies (Thailand) Limited | THB100.00 | 1 |
Trinidad & Tobago – Albion Plaza, 3rd Floor, 22-24 Victoria Avenue, Port of Spain | ||
Unilever Caribbean Limited (50.01) | TTD1.00 | 1 |
Tunisia – Z.I. Voie Z4-2014, Mégrine Erriadh – Tunis | ||
Unilever Tunisia S.A. (99.78) | TND6.00 | 1 |
Unilever Maghreb Export S.A. (99.76) | TND5.00 | 1 |
Tunisia – Z.I. Voie Z4, Megrine Riadh, Tunis, 2014 | ||
UTIC Distribution S.A. (99.78) | TND10.00 | 1 |
Turkey – İnkılap Mahallesi, Dr. Adnan Büyükdeniz Cad, No: 13, Ümraniye İstanbul | ||
Unilever Gida Sanayi ve Ticaret AŞo (99.98) | TRY0.01 | 1 |
Unilever Sanayi Ve Ticaret Türk AŞo (99.98) | TRY0.01 | 1 |
Besan Besin Sanayi ve Ticaret AŞ (99.99) | TRY0.01 | 1 |
Unilever Hizli Tuketim Urunleri Satis Pazarlama ve Ticaret Anonim Sirketi | TRY1.00 | 1 |
Uganda – DFCU Towers, 5th Floor, Plot 26 Kyadondo Road, Industrial Area, PO Box 3515, Kampala | ||
Unilever Uganda Limited | UGX20.00 | 1 |
Ukraine – 03150, Velyka Vasylkyvska 139 | ||
Unilever Ukraine LLC | UAH1.00 | 1 |
United Arab Emirates – PO Box 17053, Jebel Ali, Dubai | ||
Severn Gulf FZCOX (50) | AED100,000.00 | 1 |
United Arab Emirates – PO Box 17055, Jebel Ali, Dubai | ||
Unilever Gulf FZE | AED1,000,000.00 | 1 |
United Arab Emirates – Office No. 901, owned by Easa Saleh AlGurg LLC, Deira, Riqqa AlBateeen | ||
Unilever Binzagr Gulf General Trading LLCX (50) | AED1,000.00 | 1 |
Unilever General Trading LLC | AED1,000.00 | 1 |
United Arab Emirates – Warehouse No. 1.2, Dubai Industrial Park – Seeh Shwaib 2 | ||
Unilever Home & Personal Care Products Manufacturing LLC (49) | AED1,000.00 | 1 |
United Arab Emirates - Office No. 4-379-Owned by Hind Abdul Ghaffar Ghulom, Huss | ||
Minimalist Science Trading LLC (56.02) | AED1,000.00 | 1 |
United States – 111 River Street, 8th Floor, Hoboken, New Jersey 07030 | ||
Alberto-Culver Company | No Par Value | 1 |
Alberto-Culver International, Inc. | USD1.00 | 1 |
Alberto-Culver USA, Inc. | No Par Value | 1 |
Conopco, Inc. | USD1.00 | 7 |
Kensington & Sons, LLC | No Par Value | 13 |
Pantresse, Inc. | USD120.00 | 7 |
Unilever Bestfoods (Holdings) LLC | 13 | |
Unilever Capital Corporation | USD1.00 | 1 |
Unilever United States, Inc. | USD0.3333 | 7 |
US Health & Wellbeing LLC | No Par Value | 13 |
Murad LLC | 13 | |
Onnit Labs, Inc. | USD0.01 | 7 |
Palisade Enterprise Holdings, Inc. | USD0.0001 | 23 |
United States – 700 Sylvan Avenue, Englewood Cliffs, New Jersey 07632-3201 | ||
Living Proof, Inc. | USD0.01 | 7 |
St. Ives Laboratories, Inc. | USD0.01 | 1 |
Unilever North America Supply Chain Company, LLC | 13 | |
198 | Unilever Annual Report on Form 20-F 2025 | Financial Statements |
GROUP COMPANIES | ||
Name of Undertaking | Nominal Value | Share Class Note |
Dermalogica, LLC | 13 | |
United States – 247 W. 30th Street, 7 Floor, New York - 10001 | ||
The Laundress, LLC | 13 | |
United States – 125 S Clark, Suite 2000, Chicago, IL 60603 | ||
Blueair Inc. | No Par Value | 1 |
United States – 2816 S. Kilbourne Avenue, Chicago, IL 60624 | ||
Unilever Illinois Manufacturing, LLC | 13 | |
United States – 2900 W. Truman Boulevard, Jefferson City, MO 65109 | ||
Unilever Manufacturing (US), LLC | No Par Value | 7 |
United States – 40 Merritt Boulevard, Trumbull, CT 06611 | ||
Unilever Trumbull Holdings, Inc. | USD1.00 | 7 |
Unilever Trumbull Research Services, Inc. | USD1.00 | 1 |
USD1.00 | 34 | |
United States – 60 Lake Street, Suite 3N, Burlington, VT 05401 | ||
Seventh Generation, Inc. | USD0.001 | 7 |
United States – 605 5th Ave S, Ste 800, Seattle, WA 98104-388 | ||
Paula’s Choice, Inc. | USD0.001 | 7 |
USD0.001 | 22 | |
United States – 705 5th Avenue South, Suite 200, Seattle, WA 98104 | ||
Paula’s Choice, LLC | 13 | |
United States – c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, 19801, New Castle County | ||
Nutraceutical Wellness, Inc. (80) | USD0.001 | 7 |
The Uncovery, LLC | 13 | |
Heat Enterprise Holdings, Inc. | USD0.00001 | 23 |
K18, Inc. | USD0.00001 | 23 |
Biomimetek, Inc. | USD0.00001 | 23 |
Cocotier, Inc. | USD0.001 | 7 |
Yeti Parent Holdings, LLC | USD1.00 | 13 |
Yeti Intermediate Holdings I, LLC | USD1.00 | 13 |
Yeti Intermediate Holdings II, LLC | USD1.00 | 13 |
Wild Cosmetics US LLC | USD1.00 | 1 |
United States – 3770-1/2 Selby Avenue, Los Angeles, CA 90034 | ||
Kingdom Animalia, LLC | 13 | |
United States – 11 Ranick Drive South, Amityville, NY 11701 | ||
Sundial Brands, LLC | 13 | |
United States – 415 Jackson Street, Floor 2, San Francisco, CA 94111 | ||
Olly Public Benefit Corporation | USD0.00001 | 7 |
United States – 32 West Loockerman Street, Dover, DE 19801 | ||
Tatcha, LLC | 13 | |
United States – 2121 Park Place, 1st Floor, El Segundo, CA 90245 | ||
The LIV Group, Inc. | USD0.01 | 7 |
United States – 4056 Del Rey Avenue, Marina Del Rey, CA 90292 | ||
SmartyPants, Inc. | No Par Value | 7 |
United States – 4065 Glencoe Ave, Marina del Rey, Suite 300B, California 90292 | ||
Dr. Squatch, LLC | USD1.00 | 13 |
United States - 16192, Coastal Highway, Lewas, Delaware, Country of Sussex, 19958 | ||
Minimalist Science Inc. (56.02) | USD1.00 | 1 |
United States – 1169 Gorgas Avenue, Suite A, San Francisco, CA 94129 | ||
Welly Health PBC | USD0.00001 | 7 |
USD1.00 | 100 | |
USD1.00 | 111 | |
United States – Resident Agents, Inc, 8 The Green, STE R, Dover, Kent, Delaware, 19901 | ||
Brand Evangelists for Beauty Inc.∆ (68.03) | USD0.01 | 23 |
Uruguay – Complejo World Trade Center de Montevideo, Torre IV, Calle Luis Bonavita Nro. 1266, Piso 31, Oficina 3101, Montevideo, CP 11.300 | ||
Unilever Uruguay SCC S.A. | UYU1.00 | 1 |
Uruguay – Edificio World Trade Center Free Zone Torre II, Piso 11, Unidad 1133, Dr. Luis Bonavita 1294, Montevideo, C.P. 11.300 | ||
Unilever America Latina S.A. | UYU1.00 | 1 |
Vietnam – Lot A2-3, Tay Bac Cu Chi Industrial Zone, Tan An Hoi Ward, Ho Chi Minh City | ||
Name of Undertaking | Nominal Value | Share Class Note |
Unilever Vietnam International Company Limited | VND863,104,820,00 0.00 | 13 |
Vietnam – No. 156, Nguyen Luong Bang Street, Tan My Ward, Ho Chi Minh City | ||
Unicorn Market Place Vietnam Company Limited (in liquidation) | VND207,819,496,31 1.00 | 13 |
Vietnam – 3rd Floor, The Sun Building, No. 3 Me Tri Street, Tu Liem Ward, Hanoi | ||
Paula’s Choice Vietnam Company Limited | VND 6,879,000,000.00 | 13 |
Vietnam – Floor 46, Bitexco Financial Tower, No.2 Hai Trieu Street, Ben Nghe Ward, District 1, Ho Chi Minh City | ||
Minimalist Vietnam Company Limited (56.02) | VND1.00 | 1 |
Zambia – Stand 2375, Corner Addis Ababa Drive & Great East Road, Show Grounds, Lusaka | ||
Unilever South East Africa Zambia Limited (in liquidation) | ZMK2.00 | 34 |
ZMK2.00 | 1 | |
Zambia – Stand No. 3027, Nakambala Road Industrial Site, PO Box 71570, Ndola | ||
Chesebrough-Ponds (Private) Limited | ZMW1.00 | 1 |
Zimbabwe – 2 Stirling Road, Workington, Harare | ||
Unilever – Zimbabwe (Pvt) Limited∆ | ZWD0.002 | 1 |
ZWD0.002 | 8 | |
SUBSIDIARY UNDERTAKINGS NOT INCLUDED IN THE CONSOLIDATION | ||
Brazil – Av Das Nacoes Unidas, 14261 4º Andar Ala B, Vila Gertrudes, Cep 04792-000, Sao Paulo | ||
Unileverprev Sociedade De Previdencia Privada | No Par Value | 13 |
England and Wales – Unilever House, 100 Victoria Embankment, London EC4Y 0DY | ||
Unilever Fragrance Limited | GBP1.00 | 1 |
England and Wales – 1 More London Place, London SE1 2AF | ||
Unidis Twenty Six Limited (in liquidation) | GBP1.00 | 1 |
Germany – c/o Regus Stuttgart City Plaza, Rotebuhlplatz 23, 70178, Stuttgart | ||
TIGI Haircare GmbH | EUR25,600.00 | 1 |
Germany – Wiesenstraße 21. D-40549 Düsseldorf | ||
Living Proof GmbH | EUR1.00 | 1 |
Ghana – Plot No. Ind/A/3A-4, Heavy Industrial Area, Tema, PO Box 721, Tema | ||
Unilever Oleo Ghana Limited | GHS2.250 | 1 |
India – Unilever House, B. D. Sawant Marg, Chakala, Andheri (E), Mumbai 400 099 | ||
Hindustan Unilever Foundation (61.90) | INR10.00 | 1 |
Kenya – Commercial Street, PO Box 40592-00100, Nairobi | ||
Union East African Trust Limited | KES20.00 | 1 |
Myanmar – No. 40-41, Min Thate Hti Kyaw Swar Street, 35 Ward, Shwe Pyi Thar Industrial Zone (2), Shwe Pyi Thar Township, Yangon Region | ||
Lever Brothers (Burma) Limited | MMK500,000.00 | 1 |
Saudi Arabia – King Abdul Aziz Road, Al Shatae, PO Box 22800, Jeddah 21416 | ||
Unilever Trading and Marketing Company | SAR1,000.00 | 1 |
United States – 111 River Street, 8th Floor, Hoboken, New Jersey, 07030 | ||
Unilever United States Foundation, Inc. | 13 | |
ASSOCIATED UNDERTAKINGS | ||
Australia – Floor 1, 101 Moray Street, South Melbourne, 3205 | ||
Straand Pty Ltd∆◊ (100) | No Par Value | 111 |
(12.05) | No Par Value | 59 |
Bahrain – Shop 61, Building 866, Road 3618, Block 436 Alseef Manama | ||
Unilever Bahrain Co. W.L.L. (49) | BHD50.00 | 1 |
Brazil – Avenida Engenheiro Luiz Carlos Berrini, 105, 16th floor, Ed. Berrini One, Cidade das Monções, São Paulo, SP, Brazil, ZIP Code 04571-010 | ||
Gallo Brasil Distribuição e comércio Limitada (55) | BRL1.00 | 7 |
Canada – Suite 300-171 West Esplanade, North Vancouver, British Columbia, V7M 3K9 | ||
A&W Root Beer Beverages Canada Inc.◊ (40) | No Par Value | 38 |
Canada – 229 Amesbury Gate, Bedford, Nova Scotia, B4B 0R8 | ||
The 7 Virtues Beauty Inc.∆◊ (64.29) | No Par Value | 58 |
(11.79) | No Par Value | 119 |
Canada – 1400-160 Bloor Street East, Toronto, ON M4W 3R2 | ||
Food Service Direct Logistics Canada, Inc.◊ (60) | CAD1.00 | 7 |
China – Room B101, Building 1, No. 33, Fuquan North Road, Changning District, Shanghai | ||
Shanghai Lihuashiheng Food Techical Co. Ltd (33.33) | CNY1.00 | 1 |
Financial Statements | Unilever Annual Report on Form 20-F 2025 | 199 |
GROUP COMPANIES | ||
Name of Undertaking | Nominal Value | Share Class Note |
Cyprus – 2 Marcou Dracou Street, Engomi Industrial Estate, 2409 Nicosia | ||
Unilever PMT Limited∆ (49) | EUR1.71 | 2 |
EUR1.71 | 3 | |
England and Wales – 100 Victoria Embankment, Blackfriars, London EC4Y 0DY | ||
Uflexreward Holdings LimitedΔ (92.59) | GBP0.001 | 2 |
GBP1.00 | 21 | |
Uflexreward LimitedΔ (92.59) | GBP1.00 | 2 |
England and Wales – Unit 1.8 & 1.9, The Shepherds Building, Charecroft Way, London W14 0EE | ||
SCA Investments Holdings Limited∆◊ (15.61) | GBP0.001 | 40 |
(25.19) | GBP0.001 | 41 |
(3.63) | GBP0.001 | 42 |
(5.31) | GBP0.001 | 112 |
England and Wales – 2nd Floor, 5 Jubilee Place, Chelsea, London SW3 3TD | ||
Trinny London Limited∆◊ (54.88) | GBP0.01 | 58 |
(32.32) | GBP0.01 | 71 |
England and Wales – 2 Leman Street, London E1W 9US | ||
Penhros Bio Limited◊ (37.7) | GBP1.00 | 1 |
England and Wales – 6 Snow Hill, London EC1A 2AY | ||
VHSquared Limited◊ (in liquidation) (39.47) | GBP0.01 | 1 |
(1.79) | GBP0.01 | 57 |
(17.86) | GBP0.01 | 36 |
England and Wales – 4 Berens Road, London, England, NW10 5EB | ||
The Nue Co, Ltd∆◊ (20.41) | GBP0.000001 | 35 |
(3.98) | GBP0.000001 | 58 |
England and Wales – 71-75 Shelton Street, Covent Garden, London, United Kingdom, WC2H 9JQ | ||
Indu Cosmetics, Ltd∆◊ (48.78) | GBP0.0001 | 111 |
France – 13 Avenue Morane Saulnier, 78140 Velizy Villacoublay | ||
Pegase S.A.S. (25) | EUR5,000.00 | 1 |
France – 7 rue Armand Peugeot, 92500 Rueil-Malmaison | ||
Relais D’or Centrale S.A.S. (49.99) | No Par Value | 1 |
Germany – Beerbachstraße 19, 91183 Abenberg | ||
Hans Henglein & Sohn GmbH◊ (50) | EUR100,000.00 | 1 |
Henglein & Co. Handels-und Beteiligungs GmbH & Co. KG◊ (50) | 4 | |
Henglein Geschäftsführungsgesellschaft mit beschränkter Haftung◊ (50) | DEM50,000.00 | 1 |
Nürnberger Kloßteig NK GmbH & Co. KG◊ (50) | 4 | |
Henglein NRW GmbH◊ (50) | DEM250,000.00 | 1 |
Germany – Lauchaer Straße 1, 06647 An der Poststraße OT Klosterhaeseler | ||
Henglein GmbH & Co. KG◊ (50) | DEM50,000.00 | 1 |
India – 1st & 2nd Floor, Kagalwala House, Plot No. 175, CST Road, Kalina, Bandra Kurla, Santacruz East Mumbai, Mumbai 400098 | ||
Peel-Works Private Limited∆◊ (in liquidation) (48.15) | INR30.00 | 63 |
(16.66) | INR30.00 | 70 |
(14.65) | INR30.00 | 32 |
India – 1st Floor Lodha, i-Think Techno Campus, A Wing, Chirak Nagar, Thane MH 400607 | ||
Pureplay Skin Sciences (India) Private Limited∆◊ (0.1) | INR10.00 | 75 |
(100) | INR100.00 | 73 |
(100) | INR100.00 | 64 |
(6.54) | INR100.00 | 65 |
(8.75) | INR100.00 | 106 |
India – Plot No. D 5, Road No. 20, Marol MIDC, Andheri East, Mumbai 400093 | ||
Scentials Beautycare & Wellness Ltd∆◊ (63.42) | INR10.00 | 73 |
(0.10) | INR10.00 | 75 |
India – 15 Ambika Nagar, Sector 4, Hiran Magri, Udaipur, Rajasthan 313002 | ||
Derma Goodness Private Limited∆◊ (0.2) | INR10.00 | 75 |
(97.93) | INR100.00 | 110 |
(20.04) | INR100.00 | 73 |
India – Z-44, Panchasayar, P-210-4-1, Panchasayar, Kolkata, WB 700094 | ||
Wellness Ville Private Limited∆◊ (0.10) | INR10.00 | 75 |
(92.11) | INR50.00 | 118 |
Name of Undertaking | Nominal Value | Share Class Note |
(100.00) | INR50.00 | 73 |
India – 28, B.T. Road, Cossipore, Chiria More, Kolkata, West Bengal 700002 | ||
Rabiko Lifestyle Private Limited∆◊ (0.02) | INR10.00 | 75 |
(100.00) | INR10.00 | 114 |
India – A-2004, Floor-20, Plot-141, Phoenix Tower-A, S.B. Marg, Delisle Road, Lower Parel West, Mumbai 400013 | ||
Nutritionalab Private Limited (13.31) | INR10.00 | 1 |
India – 109, Floor 1, Plot 16, Vithaldas Chamber, Mumbai Samachar Marg Bombay Stock Exchange, Fort, Mumbai, Maharashtra 400001 | ||
ClayCo Cosmetics Private Limited∆◊ (100) | INR50.00 | 114 |
(0.1) | INR10.00 | 75 |
(100) | INR50.00 | 73 |
India – 109, Office No. 202, Simran Plaza, CTS E/829, JN of 3rd & 4th Road, Khar West, Opp Naginas Rest, Khar Colony, Mumbai, 400052 | ||
24Carat Remedies Private Limited∆◊ (79.07) | INR10.00 | 130 |
(0.06) | INR10.00 | 75 |
Indonesia – Jalan Srengseng Raya Nomor 55A, Rukun Tetangga 001, Rukun Warga 002, Kelurahan Srengseng, Kecamatan Kembangan, Jakarta Barat 11630 | ||
PT Anugrah Mutu Bersama◊ (40) | IDR1,000,000.00 | 1 |
Iran – Second Floor, No. 23, Corner of 33rd Street, Zagros Street, Argentina Square, Tehran | ||
Unilever-Golestan Foods (Private Joint Stock Company)(51) | IRR1,000,000.00 | 1 |
Ireland – 70 Sir John Rogerson’s Quay, Dublin 2 | ||
Pepsi Lipton International Limited∆ (45.45) | EUR1.00 | 53 |
EUR1.00 | 54 | |
EUR1.00 | 79 | |
EUR1.00 | 121 | |
EUR1.00 | 122 | |
EUR1.00 | 123 | |
EUR1.00 | 124 | |
Israel – Kochav Yokneam Building, 4th Floor, PO Box 14, Yokneam Illit 20692 | ||
IB Ventures Limited∆ (99.74) | ILS1.00 | 14 |
Israel – 8 HaMada Street, Rehovot | ||
Elixr, Ltd∆◊ (28.57) | USD0.01 | 130 |
Italy – Via Quercete, n.a. 81016, San Potito Sannitico (CE) | ||
P2P S.r.l (50) | EUR1.00 | 1 |
Luxembourg – 5 Heienhaff, L-1736 Senningerberg | ||
Helpling Group Holding S.à r.l.∆◊ (34.06) | EUR1.00 | 88 |
(1.37) | EUR1.00 | 61 |
(6.13) | EUR1.00 | 125 |
Mauritius – c/o Apex Fund Services (Mauritius) Ltd, 4th Floor, 19 Bank Street, Cyber City, Ebene 72201 | ||
Capvent Asia Consumer Fund Limited∆ (40.41) (in liquidation) | USD0.01 | 78 |
Netherlands – 1016CG Amsterdam, Heregracht 346 A | ||
Inde Wild B.V.∆◊ (60.06) | EUR0.01 | 111 |
Oman – PO Box 1711, Ruwi, Postal Code 112 | ||
Towell Unilever LLC (49) | OMR1.00 | 1 |
Philippines – 11th Avenue Corner, 38th Street, Bonifacio Triangle, Bonifacio Global City, Taguig City, Metro Manila | ||
Sto Tomas Paco Land Corp∆◊ (40) | PHP1.00 | 7 |
(40) | PHP10.00 | 46 |
(40) | PHP20.00 | 44 |
Cavite Horizons Land, Inc.◊ (35.10) | PHP1.00 | 7 |
PHP10,000.00 | 46 | |
Portugal – Largo Monterroio Mascarenhas, 1,1099–081 Lisboa | ||
Fima Ola – Produtos Alimentares, S.A. (55) | EUR4,125,000.00 | 1 |
Gallo Worldwide, Limitada (55) | EUR550,000.00 | 5 |
Grop – Gelado Retail Operation Portugal, Unipessoal, Limitada (55) | EUR50,000.00 | 1 |
Unilever Fima, Limitada (55) | EUR14,462,336.00 | 5 |
Victor Guedes – Industria e Comercio, S.A. (55) | EUR275,000.00 | 1 |
Fima Dressings Unipessoal, Lda (55) | EUR50,000.00 | 1 |
UL Ice Cream Comercial, Lda (55) | EUR55,000.00 | 5 |
200 | Unilever Annual Report on Form 20-F 2025 | Financial Statements |
GROUP COMPANIES | ||
Name of Undertaking | Nominal Value | Share Class Note |
ICC Portugal Supply Unipessoal, Lda (55) | EUR1,000.00 | 5 |
Portugal – Avenida Conselheiro Fernando de Sousa, 19, 15º, 1070-072, Lisboa | ||
Transportadora Central do Infante, Limitada (55) | EUR27,000.00 | 5 |
Saudi Arabia – PO Box 22800, Jeddah 21416 | ||
Binzagr Unilever Distribution Company Limited (49) | SAR1,000.00 | 1 |
Singapore – 3 Phillip Street, #14-05 Royal Group Building, 048693 | ||
YOU Private Limited∆◊ (33.33) | 71 | |
(33.56) | 93 | |
Singapore – 20A Tanjong Pagar Road, 088443 | ||
ESQA Corp Pte Ltd∆◊ (60) | 73 | |
(100) | 76 | |
Sweden – Sturegatan 38, Stockholm, 11436 | ||
SachaJuan Haircare AB∆◊ (69.5) | SEK1.00 | 9 |
United Arab Emirates – PO Box 49, Dubai | ||
Al Gurg Unilever LLC (49) | AED1,000.00 | 1 |
United Arab Emirates – PO Box 49, Abu Dhabi | ||
Thani Murshid Unilever LLC (49) | AED1,000.00 | 1 |
United States – 700 Sylvan Avenue, Englewood Cliffs, New Jersey 07632-3201 | ||
Pepsi Lipton Tea Partnership (50) | 4 | |
Food Service Direct Logistics, LLC (60) | 13 | |
United States – c/o The Company Corporation, 251 Little Falls Drive, Wilmington, DE, New Castle 19808 | ||
Outliers, Inc.∆◊ (58.77) | USD0.00001 | 62 |
(31.35) | USD0.00001 | 113 |
Perelel, Inc.∆◊(16.77) | USD0.00001 | 95 |
(68.42) | USD0.00001 | 58 |
(34.83) | USD0.00001 | 55 |
True Botanicals, Inc.∆◊ (51.23) | USD0.0001 | 62 |
Hung Vanngo Beauty, Inc.∆◊ (60) | USD0.00001 | 59 |
United States – c/o Cogency Global Inc, 850 New Burton Road, in the City of Dover, County of Kent, Delaware | ||
Name of Undertaking | Nominal Value | Share Class Note |
Volition Beauty Inc.∆◊ (66.44) | USD0.0001 | 58 |
United States – c/o The Corporation Trust Company, Trust Center, 1209 Orange Street, Wilmington, Delaware, 19801, New Castle County | ||
Koco Life LLC∆◊ (26.19) | 104 | |
(41.59) | 105 | |
New Voices Fund LP∆◊ (32.90) | 4 | |
Oak Essentials Holdco, Inc.∆◊ (23.81) | USD0.0001 | 58 |
Lemme, Inc.∆◊ (86.28) | USD0.0001 | 62 |
(6.38) | USD0.0001 | 95 |
Plant People, PBC ∆◊ (22.60) | USD0.0001 | 95 |
(9.07) | USD0.0001 | 62 |
Alice Mushrooms, Inc ∆◊ (28.75) | USD0.001 | 62 |
Eetho Brands Inc.∆◊ (100) | USD0.0001 | 58 |
United States – c/o A Registered Agent, Inc, 8 The Green, Ste A, Dover, Kent, DE, 19901 | ||
Clean Beauty for All, Inc.∆◊ (21.73) | USD0.0001 | 62 |
(41.99) | USD0.0001 | 95 |
(62.35) | USD0.0001 | 51 |
(67.85) | USD0.0001 | 96 |
OneSkin, Inc.∆◊ (28.57) | USD0.00001 | 58 |
(5.00) | USD0.00001 | 7 |
(7.55) | USD0.00001 | 59 |
United States – National Registered Agents Inc., 1209 Orange Street, Wilmington, New Castle, Delaware 19801 | ||
Mealogic, Inc.∆◊ (24.82) | USD0.00001 | 58 |
United States – 131 Continental Drive Suite 305, Newark, Newcastle, DE, 19713 | ||
Create Wellness, Inc.∆◊ (90.07) | USD0.00001 | 62 |
(14.18) | USD0.00001 | 71 |
United States – Vcorp Services, LLC, 108 W. 13th Street Suite 100, Wilmington, New Castle, DE, 19801. | ||
i-Genie.AI Inc. ∆◊ (99.72) | USD0.0001 | 103 |
(8.02) | USD0.0001 | 58 |
Notes:
1: Ordinary, 2: Ordinary-A, 3: Ordinary-B, 4: Partnership, 5: Quotas, 6: Class-A Common, 7: Common, 8: Class A, 9: Class B, 10: Class C, 11: Class II Common, 12: Class III Common,
13: Membership Interest, 14: Preference, 15: Redeemable Preference, 16: Limited by Guarantee, 17: C Ordinary Shares, 18: Viscountcy, 19: B3 Ordinary, 20: Series C-1 Pref, 21: Ordinary-C,
22: Preferred, 23: Common Stock, 24: Redeemable Preference Class B, 25: Special, 26: Cumulative Preference, 27: 5% Cumulative Preference, 28: Non-Voting Ordinary B, 29: Common B,
30: Management, 31: Dormant, 32: Series C1 Preference, 33: Series D-2, 34: Cumulative Redeemable Preference, 35: A-Ordinary, 36: Preferred Ordinary, 37: Com, 38: Class Common-B,
39: Series A Participating Preference, 40: H-Ordinary, 41: I-Ordinary, 42: J-Ordinary, 43: Series A Preferred Convertible, 44: A Preference, 45: Series B1 CCPS, 46: B Preference, 47: Series
A-5, 48: Series C-2 Preferred, 49: A-4 Com, 50: D Preference, 51: Series A-3 Preferred, 52: C Preference, 53: E Ordinary, 54: G Preferred, 55: Series Seed, 56: Nominal, 57: Preferred A, 58:
Series A Preferred, 59: Series Seed-2 Preferred, 60: Series C-2, 61: Series D, 62: Series A-1 Preferred, 63: Series B-2 Preference, 64: Pre Series B CCPS, 65: Series B CCPS, 66: Series C1
CPPS, 67: Series C2, 68: Office Holders, 69: Security, 70: Series B-3 Preference, 71: Series B Preferred, 72: Series Seed B CPPS, 73: Series A CCPS, 74: Series A2 CPPS, 75: Equity, 76:
Series B CCPS, 77: Series B Preferred Convertible, 78: Class A Redeemable Non-Voting Ordinary, 79: B Ordinary, 80: N Ordinary, 81: A-1 Com, 82: A-2 Com, 83: A-3 Com, 84: Series A EIS,
85: Series A Convertible Preferred, 86: Series A2 Preferred, 87: Series B2 Preferred, 88: Series C Preferred, 89: Series A1 CPPS, 90: D1 Preferred, 91: Series E, 92: Series C-2 Pref, 93:
Series B-1 Preferred, 94: Series B-2 Preferred, 95: Series A-2 Preferred, 96: Series A-4 Preferred, 97: Preferred Seed, 98: Seed-3 Preferred, 99: CCPS, 100: Series A Preferred Stock, 101:
Ordinary Preferred, 102: E Preference, 103: Common A, 104: Series D-5 Preferred, 105: Series D-6 Preferred, 106: Series C CCPS, 107: Series Seed Convertible Preferred, 108: Series C-E
Preferred, 109: Series Seed 2 Convertible Preferred Shares, 110: Seed CCPS, 111: Series Seed Preferred Shares, 112: M-Ordinary, 113: Series A-9 Preferred, 114: Series Seed CCPS, 115:
Series A-1, 116: Pre-Series B CCCPS, 117: Series A CCCPS, 118: Series Seed A CCPS, 119: Series B Common Stock, 120: B1 Ordinary, 121: I Preferred, 122: K Preferred, 123:
M Preferred, 124: O Preferred, 125: Series F, 126: B4 Ordinary,
127: Pre-Series A CCPS, 128: Series B Convertible Preferred, 129: Series B2 Convertible Preferred, 130: Series Seed-1 Preferred.
Ο Indicates an undertaking directly held by PLC. All other undertakings are indirectly held. In the case of Hindustan Unilever Limited, 47.43% is directly held and the remainder of 14.47% is
indirectly held. In the case of Unilever Kenya Limited, 11.30% is directly held and the remainder of 88.70% is indirectly held. In the case of Unilever Sri Lanka Limited, 18.32% is directly held
and the remainder of 81.68% is indirectly held. In the case of Mixhold B.V., 27.71% is directly held and the remainder of 72.29% is indirectly held. In the cases of each of Unilever Gida Sanayi
ve Ticaret A.Ş. and Unilever Sanayi ve Ticaret Turk A.Ş., a fractional amount is directly held and the remainder is indirectly held. In the case of Mixhold B.V., 55.37% of the ordinary-A shares
are directly held, the remainder of 44.63% are indirectly held and the other share classes are indirectly held.
† Shares the undertaking holds in itself.
Δ Denotes an undertaking where other classes of shares are held by a third party.
Χ Binzagr Unilever Limited, Severn Gulf FZCO, Unilever Binzagr Gulf General Trading LLC and AlBahar United For Wholesale and Retail Trading Company LLC are subsidiary undertakings
pursuant to Section 1162(2)(b) Companies Act 2006. The Unilever Group is entitled to 50% of the profits made by Binzagr Unilever Limited, Severn Gulf FZCO and Unilever Binzagr Gulf
General Trading LLC.
◊ Accounted for as non-current investments within non-current financial assets.
∞ Exemption pursuant to Regulation 7 of the Partnership (Accounts) Regulations 2008.
In addition, we have revenues either from our own operations or otherwise in the following locations: Afghanistan, Åland Islands, Albania, American Samoa, Americas, Andorra, Angola,
Anguilla, Antigua and Barbuda, Armenia, Aruba, Azerbaijan, Bahamas, Barbados, Belize, Benin, Bermuda, Bhutan, Bonaire, Bosnia and Herzegovina, Botswana, British Indian Ocean
Territory, British Virgin Islands, Brunei Darussalam, Burkina Faso, Burundi, Cameroon, Cape Verde, Cayman Islands, Central African Republic, Chad, Christmas Island, Cocos (Keeling)
Islands, Comoros, Congo, Cook Islands, Curaçao, Democratic Republic of Congo, Dominica, Equatorial Guinea, Eritrea, Eswatini (previously known as Swaziland), Falkland Islands
(Malvinas), Faroe Islands, Federated States of Micronesia, Fiji, French Guiana, French Polynesia, French Southern Territories, Gabon, Gambia, Georgia, Gibraltar, Greenland, Grenada,
Guadeloupe, Guam, Guernsey, Guinea, Guinea-Bissau, Guyana, Heard Island and McDonald Islands, Holy See (Vatican City State), Iceland, Iraq, Jamaica, Kiribati, Kosovo, Kyrgyzstan,
Lebanon, Lesotho, Liberia, Libya, Liechtenstein, Luxembourg, Macao, Madagascar, Maldives, Mali, Malta, Marshall Islands, Martinique, Mauritania, Mauritius, Mayotte, Moldova (Republic of),
Monaco, Mongolia, Montenegro, Montserrat, Namibia, Nauru, New Caledonia, Niue, Norfolk Island, North Macedonia, Northern Mariana Islands, Palau, Papua New Guinea, Pitcairn,
Réunion, Saint Kitts and Nevis, Saint Lucia, Saint Martin (French part), Saint Pierre and Miquelon, Saint Vincent and the Grenadines, Samoa, San Marino, Senegal, Seychelles, Sierra Leone,
Sint Maarten (Dutch part), Slovenia, Solomon Islands, Somalia, South Georgia and the South Sandwich Islands, South Sudan, Suriname, Svalbard and Jan Mayen, Tajikistan, Timor-Leste,
Togo, Tokelau, Tonga, Turkmenistan, Turks and Caicos Islands, Tuvalu, Uzbekistan, Vanuatu, Virgin Islands (US), Wallis and Futuna, Western Sahara and Yemen.
The Unilever Group has established branches in Azerbaijan, China, Jordan, Kazakhstan, Lebanon, Poland, Turkey and the UK.
Financial Statements | Unilever Annual Report on Form 20-F 2025 | 201 |
Shareholder Information – Financial Calendar
ANNUAL GENERAL MEETING
Date | 13 May 2026 |
Voting and Registration date | 11 May 2026 |
QUARTERLY DIVIDENDS
Announcement date | Ex-dividend date for ordinary shares | Ex-dividend date for ADSs | Record date | Payment date | |
Quarterly dividend announced with the Q4 2025 results | 12 February 2026 | 26 February 2026 | 27 February 2026 | 27 February 2026 | 10 April 2026 |
Quarterly dividend announced with the Q1 2026 results | 30 April 2026 | 14 May 2026 | 15 May 2026 | 15 May 2026 | 26 June 2026 |
Quarterly dividend announced with the Q2 2026 results | 28 July 2026 | 6 August 2026 | 7 August 2026 | 7 August 2026 | 18 September 2026 |
Quarterly dividend announced with the Q3 2026 results | 28 October 2026 | 12 November 2026 | 13 November 2026 | 13 November 2026 | 18 December 2026 |
CONTACT DETAILS
Unilever PLC
100 Victoria Embankment
London EC4Y 0DY
United Kingdom
Any queries can be sent to us electronically via:
www.unilever.com/investors/contacts
Shareholders can email us at:
investor.relations@unilever.com
SHAREHOLDER SERVICES
UK
Computershare Investor Services PLC | |
The Pavilions | |
Bridgwater Road | |
Bristol BS99 6ZZ | |
Telephone +44 (0) 370 600 3977 | |
Website | www.investorcentre.co.uk |
FAQ and Contact Form | www.investorcentre.co.uk/contactus |
The Netherlands
ABN AMRO Bank N.V. | |
Gustav Mahlerlaan 10 | |
1082 PP Amsterdam | |
Telephone +31 (0) 20 628 6070 | |
Email | corporate.broking@nl.abnamro.com |
US
Equiniti Trust Company LLC | |
Peck Slip Station | |
PO Box 2050 | |
New York, NY 10272-2050 | |
Toll-free number (if calling within the US) 866 249 2593 | |
Direct dial +1 718 921 8137 | |
Email | adr@equiniti.com |
WEBSITE
Shareholders are encouraged to visit our website, which has a wealth
of information about Unilever.
There is a section on our website designed specifically for investors. It includes
detailed coverage of the Unilever share price, our quarterly and annual results,
performance charts, financial news, and investor relations speeches and
presentations. It also includes details of the conference and investor/analyst
presentations.
You can also view the Unilever Annual Report and Accounts 2025 (and the
Additional Information for US Listing Purposes) on our website, and those for
prior years.
Find out more at www.unilever.com
www.unilever.com/investors
www.unilever.com/investors/annual-report-and-accounts
References to information on websites in this document are included as an aid to
their location and such information is not incorporated in, and does not form part
of, this document. Any website URL is included as text only and is not an active
link.
PUBLICATIONS
Copies of the Unilever Annual Report and Accounts 2025 (and the Additional
Information for US Listing Purposes) and the Annual Report on Form 20-F 2025
can be accessed directly or ordered via the website.
www.unilever.com/investors
UNILEVER ANNUAL REPORT AND ACCOUNTS 2025
The Unilever Annual Report and Accounts 2025 (and the Additional Information
for US Listing Purposes) forms the basis for the Annual Report on Form 20-F,
which is filed with the United States Securities and Exchange Commission. It is
also available free of charge from the SEC’s website.
www.sec.gov
Quarterly results announcements
Unilever’s quarterly results announcements are in English, with figures in euros.
202 | Unilever Annual Report on Form 20-F 2025 | Financial Statements |
Additional Information for
US Listing Purposes
Additional information for US listing purposes
Form 20-F references | ||||||||
Item 1 | Identity of Directors, Senior Management and Advisers | n/a | ||||||
Item 2 | Offer Statistics and Expected Timetable | n/a | ||||||
Item 3 | Key Information | |||||||
B. | Capitalisation and Indebtedness | n/a | ||||||
C. | Reasons for the offer and use of proceeds | n/a | ||||||
D. | Risk Factors | 31-37 | ||||||
Item 4 | ||||||||
A. | History and development of the company | 6-29, 51, 133-135, 155-157, 177-181, 201, 206 | ||||||
B. | Business overview | 2-5, 10-29, 31-37, 136-138, 206 | ||||||
C. | Organisational structure | 51, 183, 192-200 | ||||||
D. | Property, plant and equipment | 155-157, 206 | ||||||
Item 4A | Unresolved Staff Comments | n/a | ||||||
Item 5 | Operating and Financial Review and Prospects | |||||||
A. | Operating results | 10-15, 39-46, 168-171 | ||||||
B. | Liquidity and capital resources | 39-40, 38, 110, 132, 155-157, 161, 164-178 | ||||||
C. | Research and development, patents and licences, etc. | 2, 18-30, 139, 206 | ||||||
D. | Trend information | 2-3, 6-15, 17-28, 31-37 | ||||||
E. | Critical accounting estimates | n/a | ||||||
Item 6 | Directors, Senior Management and Employees | |||||||
A. | Directors and senior management | 52-55, 204 | ||||||
B. | Compensation | 78-108, 140-147 | ||||||
C. | Board practices | 56-61, 78-82, 204 | ||||||
D. | Employees | 3, 47, 48, 140, 204 | ||||||
E. | Share ownership | 97-108, 146-147, 204 | ||||||
F. | Disclosure of a registrant’s actions to recover erroneously awarded compensation | n/a | ||||||
Item 7 | Major Shareholders and Related Party Transactions | |||||||
A. | Major shareholders | 63, 205 | ||||||
B. | Related party transactions | 182, 205 | ||||||
C. | Interest of experts and counsel | n/a | ||||||
Item 8 | Financial Information | |||||||
A. | Consolidated statements and other financial information | 128-191, 201, 205, 212 | ||||||
B. | Significant changes | 182 | ||||||
Item 9 | The Offer and Listing | |||||||
A. | Offer and listing details | 51, 63, 205, 210-211 | ||||||
B. | Plan of distribution | n/a | ||||||
C. | Markets | 50 | ||||||
D. | Selling shareholders | n/a | ||||||
E. | Dilution | n/a | ||||||
F. | Expenses of the issue | n/a | ||||||
Financial Statements | Unilever Annual Report on Form 20-F 2025 | 203 |
ADDITIONAL INFORMATION FOR US LISTING PURPOSES | ||
Item 10 | Additional Information | |||||||
A. | Share capital | n/a | ||||||
B. | Articles of association | 51, 57, 62, 206, 211 | ||||||
C. | Material contracts | 206 | ||||||
D. | Exchange controls | 206 | ||||||
E. | Taxation | 207-210 | ||||||
F. | Dividends and paying agents | n/a | ||||||
G. | Statement by experts | n/a | ||||||
H. | Documents on display | 201, 206 | ||||||
I. | Subsidiary information | n/a | ||||||
J. | Annual security report to security holders | n/a | ||||||
Item 11 | Quantitative and Qualitative Disclosures about Market Risk | 159-176, 6 | ||||||
Item 12 | Description of Securities Other than Equity Securities | |||||||
A. | Description of debt securities | n/a | ||||||
B. | Description of warrants and rights | n/a | ||||||
C. | Description of other securities | n/a | ||||||
D. | American Depositary Shares | 210-211 | ||||||
Item 13 | Defaults, Dividend Arrearages and Delinquencies | |||||||
A. | Defaults | 211 | ||||||
B. | Dividend arrearages and delinquencies | 211 | ||||||
Item 14 | Material Modifications to the Rights of Security Holders and Use of Proceeds | n/a | ||||||
Item 15 | Controls and Procedures | |||||||
A. | Disclosure Controls and Procedures | 64 | ||||||
B. | Annual Report on Internal Control | 212 | ||||||
C. | Attestation Report | 212 | ||||||
D. | Changes in Internal Control over Financial Reporting | n/a | ||||||
Item 16 | Reserved | |||||||
Item 16A. | Audit Committee Financial Expert | 71 | ||||||
Item 16B. | Code of Ethics | 71, 76-77 | ||||||
Item 16C. | Principal Accountant Fees and Services | 71-74, 212 | ||||||
Item 16D. | Exemptions from The Listing Standards for Audit Committees | n/a | ||||||
Item 16E. | Purchases of Equity Securities by The Issuer and Affiliated Purchasers | 79, 182, 211 | ||||||
Item 16F. | Change in Registrant’s Certifying Accountant | n/a | ||||||
Item 16G. | Corporate Governance | 64 | ||||||
Item 16H. | Mine Safety Disclosures | n/a | ||||||
Item 16I. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | n/a | ||||||
Item 16J. | Insider Trading Policies (Share Dealing Standard) | 206, 213-214 | ||||||
Item 16K. | Cybersecurity | 207 | ||||||
Item 17 | Financial Statements | 110-183 | ||||||
Item 18 | Financial Statements | 110-183 | ||||||
Item 19 | Exhibits Please refer to the Exhibit list located immediately before the signature page for this document as filed with the SEC. | |||||||
204 | Unilever Annual Report on Form 20-F 2025 | Financial Statements |
ADDITIONAL INFORMATION FOR US LISTING PURPOSES | ||
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
Employees
The average number of employees for the last three years is provided in note 4A on page 140. The average number of employees during 2025 included 65 seasonal
workers. We believe our relationship with our employees and any labour unions of which they may be part is satisfactory in all material respects.
Global employee share plans (SHARES)
Unilever’s global employee plan ‘SHARES’ gives eligible Unilever employees below management level the opportunity to invest between €10 and €200 per month
from their net salary in Unilever shares. For every three shares our employees buy (Investment Shares), Unilever will give them one free Matching Share, which will
vest if employees hold their Investment Shares for at least three years. The Matching Shares are not subject to any performance conditions. Executive Directors are
not eligible to participate in SHARES. As of 2 March 2026 (the latest practicable date for inclusion in this report), awards for 275,113 PLC shares were outstanding
under SHARES.
North American share plans
Unilever also maintains share plans for its North American employees that are governed by an umbrella plan referred to as the Unilever North America Omnibus Equity
Compensation Plan, which was amended and restated as of 29 November 2022 to authorise the issue of newly issued Unilever Ordinary Shares under the Plan and
subsequently amended and restated as of 25 November 2024 to permit certain cash settlements and exchanges of outstanding Ice Cream awards. These plans are
the North American equivalents of the Unilever Share Plan 2017 and SHARES plans, as amended from time to time. The rules governing these share plans are
materially the same as the rules governing the Unilever Share Plan 2017 and SHARES plans, respectively. However, the plans contain non-competition and non-
solicitation covenants and they are subject to US and Canadian employment and tax laws. The plans are administered by the North America Compensation Committee
of Unilever United States, Inc. and they are governed by New York law.
The foregoing description of the Unilever North America Omnibus Equity Compensation Plan does not purport to be complete and is qualified in its entirety by
reference to the Unilever North America Omnibus Equity Compensation Plan, including all amendments thereto, filed as Exhibit 4.2 to the Form S-8 Post Effective
Amendment (File No. 333-185299) filed with the SEC on 12 December 2025.
Remuneration Committee
The Committee is concerned with the remuneration of the Executive and Non-Executive Directors and the tier of management directly below the Board. The
Committee also has responsibility for the cash and executive and all-employee share-based incentive plans, the Remuneration Policy and performance evaluation of
the Unilever Leadership Executive, and the periodic review of the remuneration and related policies of the wider workforce to assess alignment to PLC’s purpose,
value and strategy.
DIRECTORS AND SENIOR MANAGEMENT
Family relationship
There are no family relationships between any of our Executive Directors, members of the ULE or Non-Executive Directors.
Other arrangements
None of our Non-Executive Directors, Executive Directors or other key management personnel are elected or appointed under any arrangement or understanding
with any major shareholder, customer, supplier or others. As mentioned on page 101, Nelson Peltz, a Non-Executive Director, is the Chief Executive and founding
partner of Trian Fund Management, LP, which held interests in approximately 1.3% of Unilever’s issued share capital as at 2 March 2026.
Financial Statements | Unilever Annual Report on Form 20-F 2025 | 205 |
ADDITIONAL INFORMATION FOR US LISTING PURPOSES | ||
MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
Major shareholders
The voting rights of the significant shareholders of the Company are the same as for other holders of the class of share held by such significant shareholders.
The principal trading market upon which the Company’s ordinary shares are listed is the London Stock Exchange. The Company’s ordinary shares are also listed and
traded on Euronext Amsterdam.
In the United States, Unilever PLC American Depositary Receipts are traded on the New York Stock Exchange. Deutsche Bank Trust Company Americas (Deutsche
Bank) acts for PLC as depositary.
At 2 March 2026 (the latest practicable date for inclusion in this report), there were 1,613 registered holders of Unilever PLC American Depositary Receipts in the
United States. We estimate that approximately 42% of the Company’s ordinary shares (including shares underlying Unilever PLC American Depositary Receipts)
were held in the United States in 2025.
If you are a shareholder of the Company, your interest is in a UK legal entity, your dividends will be paid in pound sterling (converted into US dollars if you have
Unilever PLC American Depositary Receipts) and you may be subject to UK tax.
To Unilever’s knowledge, the Company is not owned or controlled, directly or indirectly, by another corporation, any foreign government or by any other legal or
natural person, severally or jointly. The Company is not aware of any arrangements the operation of which may at any subsequent date result in a change of control
of the Company.
Related party transactions
Transactions with related parties are conducted in accordance with agreed transfer pricing policies and include sales to joint ventures and associates. Other than
those disclosed in note 23 to the consolidated financial statements (and incorporated herein as above), there were no related party transactions that were material to
the Group or to the related parties concerned that are required to be reported in 2025 up to 2 March 2026 (the latest practicable date for inclusion in this report).
Dividend record
The following tables show the dividends declared and dividends paid by PLC for the last five years, expressed in terms of the revised share denominations which
became effective from 22 May 2006.
2025 | 2024 | 2023 | 2022 | 2021 | |
Dividends declared for the year | |||||
PLC dividends | |||||
Dividend per 31/9 p | €1.82 | £1.48 | £1.48 | £1.48 | £1.46 |
Dividend per 31/9 p (US Registry) | $2.11 | $1.88 | $1.86 | $1.77 | $2.00 |
Dividends paid during the year | |||||
PLC dividends | |||||
Dividend per 31/9 p | €1.81 | £1.47 | £1.50 | £1.45 | £1.48 |
Dividend per 31/9 p (US Registry) | $2.05 | $1.86 | $1.86 | $1.80 | $2.03 |
206 | Unilever Annual Report on Form 20-F 2025 | Financial Statements |
ADDITIONAL INFORMATION FOR US LISTING PURPOSES | ||
Material contracts
At the date of this Annual Report on Form 20-F, Unilever is not party to
any contracts that are considered material to its results or operations.
Exchange controls
Other than certain economic sanctions that may be in place from time to time,
there are currently no UK laws, decrees or regulations restricting the import or
export of capital or affecting the remittance of dividends or other payments to
holders of the PLC’s shares who are non-residents of the UK. Similarly, other than
certain economic sanctions that may be in force from time to time, there are no
limitations relating only to non-residents of the UK under English law or the PLC’s
Articles of Association on the right to be a holder of, and to vote in respect of, the
company’s shares.
Unilever Annual Report on Form 20-F 2025
Filed with the SEC on the SEC’s website. Printed copies are available, free of
charge, upon request to Unilever PLC, Investor Relations department, 100
Victoria Embankment, London, EC4Y 0DY, United Kingdom.
Documents on display in the United States
Unilever files and furnishes reports and information with the United States
SEC. Certain of our reports and other information that we file or furnish to the SEC
are also available to the public over the internet on the SEC’s website.
2024 compared to 2023 Financial Performance
We have not included a discussion of year-over-year comparisons between 2024
and 2023 in this Annual Report on Form 20-F. This discussion can be found in
’Group Financial Review’, ’Business Group Review’, ’Planet & Society’, ’Financial
Performance’ and ’Financial Statements’ in our Annual Report on Form 20-F for
the year ended 31 December 2024 filed with the SEC on 13 March 2025.
OTHER INFORMATION ON THE COMPANY
Innovation, research and development
With more than 4,500 scientific and technical experts, including over 500 PhDs,
Unilever’s R&D organisation powers the products and innovation behind our 30
Power Brands that are trusted across the globe. Combining world-
leading science, pioneering talent and advanced digital technologies, we rapidly
turn consumer insights into innovations that delight consumers and grow our
business. From breakthrough ingredients that deliver superior performance to
sensorial experiences and packaging that delight, R&D fuels Desire at Scale
across our brands.
Our teams push the boundaries of science in cutting-edge fields such as the
microbiome, biotechnology and digital product design. R&D is central to
Unilever’s strategy: applying the latest science and technology to create scalable
innovations that drive category growth and market development.
In 2025, R&D investment totalled €836 million, reflecting the exclusion of the Ice
Cream business following its demerger. In the prior two years, investment was
€949 million (2023) and €987 million (2024), including Ice Cream. With a portfolio
of more than 16,500 active patents, new technologies and ingredients continue
to strengthen performance and deepen consumer preference. Our global R&D
centres – strategically located in the most dynamic markets, including the US
and India – bring our scientists close to the consumer, top
external partners and our priority businesses.
Digital tools are opening a new era of scientific discovery. Using advanced
computing power and AI, we can compress decades of lab work into
days, generating insights previously unimaginable. By mapping, modelling and
experimenting virtually, we design and simulate every step of the innovation
process before scaling for manufacturing. This leap forward – powered by AI,
virtual simulation, our proprietary data and a century of scientific expertise –
ensures our teams are leading the industry in the next generation of product
innovation.
Raw materials
Our products use a wide variety of raw and packaging materials, which we
source locally and internationally and which may be subject to price volatility,
either directly or as a result of movements in foreign exchange rates.
Following deflation in 2024, commodity price increases and adverse currency
movements in the first half of 2025 resulted in net material inflation of €0.2 billion.
These pressures continued into the second half,
leading to net material inflation of €0.3 billion for the full year 2025. The impact of
net material inflation was partially offset by productivity improvements.
Seasonality
Our Ice Cream business was subject to seasonal fluctuations in sales during the
part of the year ended 31 December 2025 while it was part of Unilever’s
business. However, Unilever operates globally in many different markets and
product categories, and no individual element of seasonality is likely to be
material to the results of the Group as a whole.
Insider Dealing Policies (Share Dealing Standard)
Unilever has adopted insider trading policies and procedures applicable to
directors, senior management and employees that are reasonably designed to
promote compliance with applicable insider trading laws, rules and regulations
and any listing standards.
Intellectual property
We have a large portfolio of patents and trademarks, and we conduct some of
our operations under licences that are based on patents or trademarks owned or
controlled by others. We are not dependent on any one patent or group of
patents. We use all appropriate efforts to protect our brands and technology.
Competition
As a fast-moving consumer goods (FMCG) company, we are competing with a
diverse set of competitors. Some of these operate on an international scale like
ourselves, while others have a more regional or local focus. Our business model
centres on building brands which consumers know, trust, like and buy in
conscious preference to those of our competitors. Our brands command loyalty
and affinity and deliver superior performance.
Information on market share
Unless otherwise stated, market share refers to value share as opposed
to volume share. The market data and competitive position classifications are
taken from independent industry sources in the markets in which Unilever
operates.
Iran-related required disclosure
Unilever operates in Iran through a non-US subsidiary. In 2025, sales in Iran
were significantly less than 0.5 per cent of Unilever’s worldwide turnover. During
the year, this non-US subsidiary had approximately €3,713,022 in gross
revenues and €1,578,098 in net profits attributable to the sale of personal care
and home care products to the Shahrvand Group, an entity affiliated with the
Government of Iran. Income, payroll and other taxes, duties and fees (including
for utilities) were payable to the Government of Iran and affiliated entities and
significantly less than 0.5 per cent of our total raw material purchases were
indirectly related to the Government of Iran in connection with our operations.
These two suppliers were Jovein Agriculture Industry J.S.C. and Amlah Madani
Iran, which supplied raw materials used in personal care and home care
products, including soap, shampoo and laundry products. Our non-US subsidiary
maintains bank accounts in Iran with various banks to facilitate our business in
the country and make any required payments to the Government of Iran and
affiliated entities. We are continuously evaluating such activities in light of the
evolving regulatory environment.
Property, plant and equipment
The Group has interests in properties in most of the countries where there are
Unilever operations. None of these interests are individually material in the
context of the Group as a whole. The properties are used predominantly to
house production and distribution activities and as offices. There is a mixture of
leased and owned property throughout the Group. We are not aware of any
environmental issues affecting the properties that would have a material impact
upon the Group, and there are no material encumbrances on our properties. Any
difference between the market value of properties held by the Group and the
amount at which they are included in the balance sheet is not significant. We
believe our existing facilities are satisfactory for our current business, and we
currently have no plans to construct new facilities or expand or improve our
current facilities in a manner that is material to the Group.
Financial Statements | Unilever Annual Report on Form 20-F 2025 | 207 |
ADDITIONAL INFORMATION FOR US LISTING PURPOSES | ||
CYBER SECURITY RISK MANAGEMENT
AND STRATEGY
Risk management and strategy
approach to the defence and resiliency of critical assets, business operations,
technology and data:
■Unilever has an established Cyber Security Risk Management Framework
aligned to industry-standard methodologies and control frameworks. We
promote a company-wide culture of cyber security awareness and vigilance
and provide regular reporting on the cyber security risk posture of the
organisation to operational and business leaders, leadership executives and
key non-executives, in order to influence and promote continuous
improvement of our risk posture. Unilever’s Cyber Security Risk Management
processes are integrated into its broader enterprise-level risk management
framework and its associated reporting and monitoring, with cyber security risk
forming a central part of the principal risk ’Information and Cyber Security’
on page 35;
■Unilever has an established framework of Cyber Security Policies and
Standards which are in alignment to the National Institute of Standards and
Technology Cyber Security Framework (NIST CSF). These apply
to employees, third parties, contractors, data and technology across Unilever.
Unilever Cyber Security Policies and Standards are subject to periodic review
and modifications based on any changes in risk;
■A Cyber Security Assurance team dedicated to risk assurance, and
the Internal Audit team conduct independent enterprise-wide risk reassurance,
and assess and report on the risk posture of our key systems, services, data
and operations. The scope and frequency of the evaluations are risk-based,
with output used to influence and promote continuous improvement of
Unilever’s resilience posture, as well as provide insights to the governance of
cyber risk by the Audit Committee. The Cyber Security Assurance team is
consultants), including penetration testing services and a bug bounty
programme;
■Unilever requires prioritised third parties and contractors to complete initial
and periodic security assessments, with a dedicated team that monitors and
assesses risks associated with such service providers and contractors;
■Unilever’s Cyber Security team drives continuous improvement initiatives
across all NIST CSF functions, leveraging people, processes and technology
to address emerging risks. This includes the use of threat intelligence to
continually adapt to changes in threat actor tactics, techniques and
procedures and a significant focus on human risk aspects. We also conduct
resilience planning and recovery testing, aiming to bolster preparedness for
cyber security incidents; and
■While Unilever’s cyber risk management activities are aimed at reducing the
likelihood of a material cyber security incident happening, they cannot
guarantee a material event will not occur. Should a material event occur,
Unilever has a set of established and rehearsed incident response
procedures. These set out a structured, phased, tiered response for the full
incident lifecycle, including coordination with other corporate functions and
relevant senior leaders (see below). Our procedures are designed to detect
and respond in a timely manner to abnormal cyber activity in order to minimise
business impact – for example, by supporting rapid recovery of services and/
or operations, enabling legal and regulatory obligations, or reducing
reputational impact.
Our internal Cyber Security function is a global team of experienced
professionals, with a multi-channelled talent pipeline, who carry various and
multiple industry credentials, led by our Chief Information Security Officer (CISO).
Our internal team is complemented by the expertise and specialised knowledge
of a range of external partners and providers. These external providers add
support across select capabilities, all in alignment with cyber security industry
good practice frameworks.
Material cyber security risks, threats and incidents
However, during the year ended 31 December 2025, no known cyber security
incidents have materially affected or are reasonably likely to materially affect
Unilever.
Governance
Board Oversight
management framework, with specific oversight provided by the Audit
Committee.
CISO, provide cyber security briefings to the Audit Committee
(typically quarterly) basis, covering a range of topics including:
■status of ongoing cyber security controls and risk posture, and continuous
improvement initiatives;
■operational metrics, and reports and learnings, as applicable, from any cyber
security events;
■cyber security risk management frameworks, and regulatory trends and
requirements; and
■ongoing awareness of external threat landscape and trends.
The Audit Committee’s role in cyber security risk oversight is further supported by
our Internal Audit function which provides independent
re-assurance of the effectiveness of Management’s cyber security risk handling
including internal controls systems.
Management Role in Cyber Security Risk Management
Operations Officer (CSCOO), who is a member of Unilever’s executive
leadership team. He receives regular, routine cyber security briefings as well as
ad hoc updates as needed. The broader executive leadership team members are
informed of the cyber security risk posture of Unilever and participate in periodic
education and awareness sessions.
and assessing Unilever’s cyber security risk. The CISO was recently promoted to
the role of CDTO, and succession plans for the CISO role will be announced in
due course. The CDTO has over 20 years of executive-level experience in
information technology and cyber security, through leadership roles in various
companies. Her background includes: strategy- and architecture-focused roles;
technical experience; and expertise in material cyber incident response.
Outputs from the cyber security risk management process, threat detection
capability, vulnerability lifecycle management, and assurance and re-assurance
activities drive enterprise-wide visibility and reporting of company performance
on cyber security risk posture, influencing and prioritising continuous risk
mitigation activities across the enterprise.
To make transparent and track the continuous risk mitigation activities across the
enterprise, a council of senior individuals and executives meets regularly and
forms the membership of the Information Protection Council (IPC). This Council
(jointly chaired by the CISO and Chief Privacy Officer) has expertise in cyber
security, information technology, enterprise risk, privacy, legal, physical security
and internal audit. The IPC actively reviews enterprise-wide cyber security risk
management prioritisation, progress and initiatives, providing key operational
unlocks and risk prioritisation decisions. These senior individuals have significant
experience and expertise across multiple industries, with special expertise in
developing and executing cyber security strategy, driving digital transformation,
managing information technology, overseeing and embedding data protection and
data privacy good practices, the embedding and oversight of financial controls, and
operating within complex regulatory and compliance environments. The members
of the IPC then drive, as appropriate to their role and responsibilities, first and
second line of defence risk reduction activities, providing a whole-of-Unilever
approach to the governance of cyber security risk, the embedding of cyber security
controls, assurance of those controls and risk posture, and independent re-
TAXATION FOR US PERSONS HOLDING SHARES
OR AMERICAN DEPOSITARY SHARES IN PLC
The comments below in relation to United Kingdom taxation are based on current
United Kingdom income tax law as applied in England and Wales and HM
Revenue & Customs (’HMRC’) practice (which may not be binding on HMRC), in
each case as at the latest practicable date before the date of this document save
that it is assumed that the Finance Bill, as ordered to be printed by the United
Kingdom government on 7 November 2024, will be enacted without
amendments.
The comments below in relation to United States taxation are based
on applicable provisions of the US Internal Revenue Code of 1986, as amended
(the ‘Code’), Treasury Regulations promulgated thereunder (the ‘Treasury
Regulations’), and pertinent judicial decisions and interpretive rulings of the US
Internal Revenue Service (the ‘IRS’), all of which are subject to differing
interpretations and may be changed, possibly with retroactive effect.
208 | Unilever Annual Report on Form 20-F 2025 | Financial Statements |
ADDITIONAL INFORMATION FOR US LISTING PURPOSES | ||
This discussion does not address any United States or United Kingdom tax
consequences to shareholders and American Depositary Share (’ADS’) holders
of the demerger of the Ice Cream business, details of which were included in the
documentation for the demerger.
Taxation for US persons holding shares or American Depositary Shares in PLC.
The following discussion is a summary of US federal income tax considerations
generally applicable to the ownership and disposition of our ADSs or shares by a
US person (as defined below) that holds our ADSs or shares as ‘capital
assets’ (generally, property held for investment) under the Code.
For purposes of this discussion, a ‘US person’ is a beneficial owner of our shares
or ADSs that is, for US federal income tax purposes:
■a citizen or individual resident of the United States;
■a corporation (or other entity treated as a corporation for US federal income
tax purposes) created in, or organised under the laws of, the United States,
any state thereof, or the District of Columbia;
■an estate the income of which is subject to US federal income taxation
regardless of its source; or
■a trust (A) the administration of which is subject to the primary supervision of a
US court and which has one or more US persons who have the authority to
control all substantial decisions of the trust or (B) that has otherwise validly
elected to be treated as a US person under the Code or applicable Treasury
Regulations.
This discussion does not consider the specific circumstances of any particular
shareholder or ADS holder, nor does it address all of the consequences that may be
relevant to shareholders or ADS holders subject to special rules, such as banks and
certain financial institutions, insurance companies, pension plans, cooperatives,
broker-dealers, traders in securities that elect to use the mark-to-market method of
accounting, real estate investment trusts, regulated investment companies, certain
former citizens or long-term residents of the United States, tax-exempt entities,
persons that directly, indirectly or constructively own 10% or more of our voting
stock (by vote or value), persons that acquire our shares or ADSs pursuant to an
employee share option or otherwise as compensation, persons that hold our shares
or ADSs as part of a straddle, hedge, conversion, constructive sale or other
integrated transaction, persons whose functional currency is not the US dollar, or
partnerships or other entities or arrangements subject to tax as partnerships for US
federal income tax purposes.
If a partnership (or other entity or arrangement treated as a partnership for US
federal income tax purposes) is the beneficial owner of our shares or ADSs, the
US federal income tax treatment of a partner in such partnership will generally
depend upon the status of the partner and the activities of the partnership.
Partnerships that hold ADSs and their partners should consult their tax advisers
regarding an investment in our ADSs.
This discussion does not address US federal estate, gift, or other non-income tax
considerations, the alternative minimum tax, the Medicare tax on certain net
investment income, or any state, local or non-US tax considerations relating to
the ownership or disposition of our shares or ADSs.
For US federal income tax purposes, a US person who holds ADSs will generally
be treated as the beneficial owner of the underlying shares represented by the
ADSs. The remainder of this discussion assumes that a US person who holds
our ADSs will be treated as the beneficial owner of the underlying shares
represented by the ADSs.
This discussion is of a general nature only and is not intended to be tax advice.
Prospective investors should consult their tax advisers with respect to the US
federal, state, local and non-US income and other tax considerations relevant to
the ownership and disposition of ADSs in light of their particular circumstances.
United Kingdom taxation on dividends
Under United Kingdom law, income tax is not withheld from dividends paid by
most United Kingdom companies, including PLC. Shareholders of PLC, whether
resident in the United Kingdom or not, receive the full amount of the dividend
actually declared.
A non-UK resident shareholder or ADS holder holding their shares or ADSs otherwise
than in connection with any trade, profession or vocation carried on through a branch,
agency or permanent establishment in the UK will not generally be subject to UK tax
in respect of dividends paid by PLC.
United States taxation on dividends
Subject to the passive foreign investment company (‘PFIC’) rules discussed
below, if you are a US person, the distribution up to the amount of PLC’s
earnings and profits (as computed for US federal income tax purposes)
will generally be treated as ordinary dividend income. Any portion of the
distribution that exceeds PLC’s earnings and profits is subject to different rules.
This portion is a tax-free return of capital to the extent of your basis in PLC’s
shares or ADSs, and thereafter is treated as a gain on a disposition of the shares
or ADSs. PLC does not maintain calculations of its earnings and profits in
accordance with US federal income tax accounting principles. You should
therefore assume that any distribution by PLC with respect to the shares will be
reported as ordinary dividend income. You should consult your own tax advisers
with respect to the appropriate US federal income tax treatment of any
distribution received from us.
Dividends received by an individual will generally be subject to tax at the lower
capital gains tax rate applicable to ‘qualified dividend income,’ provided that certain
conditions are satisfied, including that (i) the individual has held PLC shares or
ADSs for more than 60 days during the 121-day period beginning 60 days before
the ex-dividend date, (ii) PLC shares or ADSs are ‘readily tradable’ on an
‘established securities market’ in the United States or PLC is eligible with respect to
substantially all of its income for the benefits of a comprehensive income tax treaty
with the United States which contains an exchange of information programme and
(iii) PLC is neither a PFIC for US federal income tax purposes nor treated as such
with respect to a US person who holds PLC shares or ADSs for the taxable year in
which the dividend was paid and the preceding taxable year. Our ADSs, but not our
shares, are listed on the New York Stock Exchange and are considered readily
tradable on an established securities market in the United States, although there
can be no assurances in this regard. The dividend is not eligible for the dividends
received deduction allowable to corporations. For US foreign tax credit purposes,
dividends received on our shares or ADSs will generally be treated as income from
sources outside the United States and will generally constitute passive category
income. Prospective investors should consult their tax advisers regarding the
availability of US foreign tax credits and the deductibility of foreign taxes in light of
their particular circumstances.
For US federal income tax purposes, the amount of any dividend paid in a non-
US currency will be included in income in a US dollar amount calculated by
reference to the exchange rate in effect on the date the dividends are received
by you or the depositary (in the case of ADSs), regardless of whether they are
converted into US dollars at that time. If the non-US currency is converted into
US dollars on the day they are received, you generally will not be required to
recognise foreign currency gain or loss in respect of this dividend income.
Generally, any gain or loss on the disposition of such non-US currency that is
attributable to foreign currency fluctuations after such dividend was includible in
income will be treated as ordinary income or loss. Such gain or loss will generally
be US-source income for US foreign tax credit purposes.
UK taxation on capital gains
Under United Kingdom law, when you dispose of shares or ADSs you may be liable to
pay United Kingdom tax in respect of any gain accruing on the disposal.
However, if you are either:
■an individual who is not resident in the United Kingdom for the year in
question; or
■a company which is not resident in the United Kingdom when the gain
accrues,
you will generally not be liable to United Kingdom tax on any gains made on
disposal of your shares or ADSs.
There are exceptions to this general rule, two of which are: if the shares or ADSs
are held in connection with a trade or business which is conducted in the United
Kingdom through a branch, agency or permanent establishment; or if the shares
or ADSs are held by an individual who becomes resident in the United Kingdom
having left the United Kingdom for a period of non-residence of five years or less
and who was resident for at least four of the seven tax years prior to leaving the
United Kingdom. In such cases, you may be liable to United Kingdom tax in
respect of the disposal of shares or ADSs.
United States taxation on capital gains
Subject to the PFIC rules below, if you are a US person, generally you will
recognise capital gain or loss for US federal income tax purposes equal to the
difference, if any, between the amount realised on the sale, exchange or other
taxable disposition and your adjusted tax basis in the shares or ADSs, in each
case as determined in US dollars. You should consult your own tax advisers
about how to determine the US dollar value of any foreign currency received as
proceeds on the sale of shares or ADSs and the treatment of any foreign
currency gain or loss upon conversion of the foreign currency into US dollars.
The capital gain or loss recognised on the sale will be long-term capital gain or
loss if your holding period in the shares or ADSs exceeds one year at the time of
disposition. Non-corporate US persons are subject to tax on long-term capital
gain at reduced rates. The deductibility of capital losses is subject to limitations.
Any gain or loss recognised by a US person will generally be treated as
US-source gain or loss for foreign tax credit purposes. The rules governing
foreign tax credits are complex and US persons should consult their own tax
advisers regarding the US federal income tax consequences in case non-US
taxes (if any) are imposed on disposition gains.
Financial Statements | Unilever Annual Report on Form 20-F 2025 | 209 |
ADDITIONAL INFORMATION FOR US LISTING PURPOSES | ||
United States passive foreign investment
company rules
A non-US corporation, such as PLC, will be a PFIC, for US federal income tax
purposes, if, in any particular taxable year, either (i) 75% or more of its gross
income for such year consists of certain types of ’passive’ income or (ii) 50% or
more of the value of its assets (generally determined on the basis of a quarterly
average) during such year produce or are held for the production of passive
income. Passive income generally includes, among other things, dividends,
interest, rents, royalties and net gains from the disposition of assets that give rise
to such income. We will be treated as owning a proportionate share of the assets
and earning a proportionate share of the income of any other corporation in
which we own, directly or indirectly, 25% or more (by value) of the stock.
The determination of whether we will be or become a PFIC will depend, in part,
on the composition of our income and assets. Because our PFIC status for any
taxable year is a factual determination that can be made only after the close of a
taxable year, there can be no assurance that we will not be a PFIC for the current
taxable year or any future taxable year. If we are a PFIC for any year during
which a US person holds our ADSs or shares, we generally will continue to be
treated as a PFIC with respect to such US person for all succeeding years during
which such US person holds our ADSs or shares.
Based on our income, assets and activities, we do not believe that we were a
PFIC for the taxable year ending 31 December 2025 and we do not expect to be
classified as a PFIC in the foreseeable future. Because the determination as to
whether or not we are a PFIC is a factual determination made at the close of the
applicable tax year, there can be no assurance that we will not be a PFIC for the
current taxable year, or any past or future taxable years. Although we do not
anticipate becoming a PFIC, changes in the nature of our income or assets, or
fluctuations in the market price of our ADSs, may cause us to become a PFIC for
the current taxable year and future taxable years.
If we are a PFIC for any taxable year during which a US person holds our ADSs
or shares, and unless the US person makes a mark-to-market election (as
described below), the US person will generally be subject to special tax rules that
have a penalising effect, regardless of whether we remain a PFIC, for
subsequent taxable years, on (i) any excess distribution that we make to the US
person (which generally means any distribution paid during a taxable year that is
greater than 125% of the average annual distributions paid in the three preceding
taxable years or, if shorter, the US person’s holding period for the ADSs or
shares), and (ii) any gain realised on the sale or other disposition, including,
under certain circumstances, a pledge, of ADSs or shares. Under the PFIC rules:
■the excess distribution or gain will be allocated ratably over such holder’s
holding period for the shares or ADSs;
■amounts allocated to the current taxable year and any taxable years in such
holder’s holding period prior to the first taxable year in which we are classified
as a PFIC (a ‘pre-PFIC year’) will be taxable as ordinary income; and
■amounts allocated to each prior taxable year, other than the current taxable
year or a pre-PFIC year, will be subject to tax at the highest tax rate in effect
applicable to such holder for that year, and such amounts will be increased by
an additional tax equal to interest on the resulting tax deemed deferred with
respect to such years.
If we are a PFIC for any taxable year during which a US person holds our ADSs
or shares and any of our non-US subsidiaries is also a PFIC, such US person
would be treated as owning a proportionate amount (by value) of the shares of
the lower-tier PFIC for purposes of the application of these rules. US persons
should consult their tax advisers regarding the application of the PFIC rules to
any of our subsidiaries.
As an alternative to the foregoing rules, a US person who holds ‘marketable
stock,’ which is stock that is traded in other than de minimis quantities on at least
15 days during each calendar quarter (‘regularly traded’) on a qualified exchange
or other market as defined in applicable Treasury Regulations, in a PFIC may
make a mark-to-market election with respect to such stock. For those purposes,
our ADSs, but not our shares, are listed on the New York Stock Exchange, which
is a qualified exchange. We anticipate that our ADSs should qualify as being
regularly traded, but no assurances may be given in this regard. Because a
mark-to-market election technically cannot be made for any lower-tier PFICs that
a PFIC may own, a US person who makes a mark-to-market election with
respect to our ADSs will generally continue to be subject to the PFIC rules with
respect to such US person’s indirect interest in any investments held by us that
are treated as an equity interest in a PFIC for US federal income tax purposes.
If a US person makes a mark-to-market election with respect to our ADSs, the
US person generally will (i) include as ordinary income for each taxable year that
we are a PFIC the excess, if any, of the fair market value of ADSs held at the end
of the taxable year over the adjusted tax basis of such ADSs and (ii) deduct as
an ordinary loss the excess, if any, of the adjusted tax basis of the ADSs over the
fair market value of such ADSs
held at the end of the taxable year, but only to the extent of the net amount
previously included in income as a result of the mark-to-market election. The US
person’s adjusted tax basis in the ADSs would be adjusted to reflect any income
or loss resulting from the mark-to-market election. Further, in each year that we
are a PFIC, any gain recognised upon the sale or other disposition of the ADSs
will be treated as ordinary income and any loss will be treated as ordinary loss
(but only to the extent of the net amount previously included in income as a result
of the mark-to-market election). If a US person makes a mark-to-market election
it will be effective for the taxable year for which the election is made and all
subsequent taxable years unless the ADSs are no longer regularly traded on a
qualified exchange or the IRS consents to the revocation of the election. It should
also be noted that it is intended that only the ADSs and not the shares will be
listed on the New York Stock Exchange. Consequently, if a US person holds
shares that are not represented by ADSs, such holder generally will not be
eligible to make a mark-to-market election if we are or were to become a PFIC.
If a US person makes a mark-to-market election in respect of a PFIC and such
corporation ceases to be a PFIC, the US person will not be required to take into
account the mark-to-market gain or loss described above during any period that
such corporation is not a PFIC.
We do not intend to provide information necessary for US persons to make
qualified electing fund elections, which, if available, would result in tax treatment
different from (and generally less adverse than) the general tax treatment for
PFICs described above.
If a US person owns our ADSs or shares during any taxable year that we are a
PFIC, such holder would generally be required to file an annual IRS Form 8621.
Each US person should consult its tax adviser regarding the US federal income
tax consequences of, and reporting requirements related to, the ownership and
disposition of the ADSs or our shares if we are or become a PFIC.
UK inheritance tax
Subject to certain provisions relating to trusts or settlements, under the current
estate and gift tax convention between the United States and the United
Kingdom, shares or ADSs held by an individual who is:
■domiciled for the purposes of the convention in the United States; and
■not for the purposes of the convention a national (as defined in the
convention) of, or domiciled in, the United Kingdom
will generally not be subject to United Kingdom inheritance tax on the individual’s
death (whether such shares or ADSs were held by the individual on the date of
death or gifted during the individual's lifetime).
An exception is if the shares or ADSs are part of the business property of a
permanent establishment of the shareholder or ADS holder in the United
Kingdom or, in the case of a shareholder or ADS holder who performs
independent personal services, pertain to a fixed base situated in the United
Kingdom.
Where shares or ADSs are subject to United Kingdom inheritance tax and United
States federal gift or federal estate tax, the amount of the tax paid in one
jurisdiction can generally be credited against the tax due in the other jurisdiction.
Where a United Kingdom inheritance tax liability is prima facie not payable by
virtue of the convention, under the convention, that tax can become payable if
any applicable federal gift or federal estate tax on the shares or ADSs in the
United States is not paid.
From 6 April 2025, United Kingdom inheritance tax is charged based on whether
an individual is a long-term United Kingdom resident for the purposes of the
United Kingdom inheritance tax rules, instead of whether an individual is
domiciled or deemed to be domiciled in the United Kingdom. Under the rules
applicable from 6 April 2025, an individual will generally be regarded as a long-
term United Kingdom resident for the purposes of the United Kingdom
inheritance tax rules if they have been resident in the UK for at least 10 of the
previous 20 years.
The interaction between the UK inheritance tax rules applicable from 6 April 2025
and the convention is complex. Further, overall exposure to United Kingdom
inheritance tax, including any opportunities to utilise the convention to manage
tax credits and avoid double taxation, will be dependent on the specific
circumstances of each shareholder or ADS holder. Shareholders and ADS
holders should therefore consult their own professional advisers regarding the
application of these rules to their particular circumstances.
UK stamp duty and stamp duty reserve tax
The statements in this section are intended as a general guide to the current
United Kingdom stamp duty and stamp duty reserve tax (’SDRT’) position.
Special rules apply to certain transactions such as transfers of the shares to a
company connected with the transferor and those rules are not described below.
Investors should also note that certain categories of person are not liable to
stamp duty or SDRT and others may be liable
210 | Unilever Annual Report on Form 20-F 2025 | Financial Statements |
ADDITIONAL INFORMATION FOR US LISTING PURPOSES | ||
at a higher rate or may, although not primarily liable for tax, be required to notify
and account for SDRT under the Stamp Duty Reserve Tax Regulations 1986.
ISSUE OF SHARES
No stamp duty or SDRT will arise on the issue of shares by PLC.
TRANSFER OF SHARES
Except in relation to clearance services and depositary receipt systems (to which
special rules outlined below apply), stamp duty at the rate of 0.5 per cent
(rounded up to the next multiple of £5) of the amount or value of the
consideration given will generally be payable on an instrument transferring PLC
shares. A charge to SDRT will also generally arise on an unconditional
agreement to transfer PLC shares (at the rate of 0.5 per cent of the amount or
value of the consideration payable). However, if within six years of the date of the
agreement becoming unconditional, an instrument of transfer is executed
pursuant to the agreement, and stamp duty is paid on that instrument, any SDRT
already paid will be refunded (generally, but not necessarily, with interest)
provided that a claim for repayment is made, and any outstanding liability to
SDRT will be cancelled. The liability to pay stamp duty or SDRT is generally
satisfied by the purchaser or transferee.
SHARES HELD THROUGH CLEARANCE SERVICES
INCLUDING EUROCLEAR NEDERLAND
Special rules apply where shares are issued or transferred to, or to a nominee or
agent for, a person providing a clearance service. In such circumstances, SDRT
or stamp duty may be charged at a rate of 1.5 per cent (the ’1.5% Charge’), with
subsequent transfers within the clearance service then being free from SDRT
and stamp duty (except in relation to clearance service providers that have made
an election under section 97A(1) of the Finance Act 1986 which has been
approved by HMRC, to which the special rules apply).
However, the 1.5% Charge does not arise in respect of (i) transfers of shares into
clearance services where such transfers are in the course of a capital-raising
arrangement (being arrangements pursuant to which securities are issued by
a company for the purpose of raising new capital), or instruments which effect such
transfers; and (ii) transfers of shares into clearance services where such transfers are
in the course of arrangements for the first listing of the shares of a company on a
recognised stock exchange and where such arrangements do not affect the beneficial
ownership of the shares, or instruments which effect such transfers. Accordingly,
specific professional advice should be sought in relation to the application of the 1.5%
Charge.
There is an exception from the 1.5% Charge on the transfer to, or to a nominee or
agent for, a clearance service where the clearance service has made and
maintained an election under section 97A(1) of the Finance Act 1986, which has
been approved by HMRC. In these circumstances, SDRT at the rate of 0.5% of the
amount or value of the consideration payable for the transfer will arise on any
transfer of shares in PLC into such an account and on subsequent agreements to
transfer such shares within such account.
Any liability for stamp duty or SDRT in respect of a transfer into a clearance
service, or in respect of a transfer within such a service, which does arise will
strictly be accountable by the clearance service system operator or their
nominee, as the case may be, but may, in practice, be payable by the
participants in the clearance service system.
SHARES HELD IN ADS FORM
There should be no stamp duty or SDRT on an issuance of shares into a
depositary receipt system. A transfer of shares into a depositary receipt system
may be subject to SDRT, or stamp duty may be charged at a rate of 1.5 per cent,
with subsequent transfers of depositary receipts then being free from SDRT.
However, this 1.5% Charge does not arise in respect of (i) transfers of shares
into depositary receipt systems where such transfers are in the course of a
capital-raising arrangement (being arrangements pursuant to which securities
are issued by a company for the purpose of raising new capital), or instruments
which effect such transfers; and (ii) transfers of shares into depositary receipt
systems where such transfers are in the course of arrangements for the first
listing of the shares of a company on a recognised stock exchange and where
such arrangements do not affect the beneficial ownership of the shares, or
instruments which effect such transfers. Accordingly, specific professional advice
should be sought in relation to the application of this 1.5% Charge.
Any liability for stamp duty or SDRT in respect of a transfer of shares into
a depositary receipt system that does arise will strictly be accountable by the
depositary receipt system operator or its nominee but may, in practice, be
payable by the relevant holder of the depositary receipts.
An issue of ADSs by Deutsche Bank Trust Company Americas as depositary in
respect of the ADSs will not be subject to stamp duty or SDRT. An agreement for
the transfer of ADSs should not be subject to SDRT but a charge to stamp duty
will technically arise on the transfer of ADSs if it is executed in the UK or relates
to any property situated, or to any matter or thing done or to be done, in the UK.
However, the only sanction for failing to pay such stamp duty is that the
instrument of transfer cannot be produced as evidence in a UK court. Therefore,
no UK stamp duty should in practice be payable on the acquisition or transfer of
existing ADSs or transfer of beneficial ownership of ADSs.
US backup withholding and information reporting
Payments of dividends and other proceeds with respect to ordinary shares or
ADSs by a US (or US connected) paying agent or a US (or US connected)
intermediary will be reported to you and to the IRS as may be required under
applicable regulations. Backup withholding may apply to these payments if you
fail to provide an accurate taxpayer identification number or certification of
exempt status or fail to comply with applicable certification requirements. Some
holders are not subject to backup withholding. You should consult your tax
adviser as to your qualification for an exemption from backup withholding and the
procedure for obtaining an exemption.
Disclosure requirements for certain US holders
US individuals and certain US entities that hold certain specified non-US financial
assets, including stock in a non-US corporation, with values in excess of certain
thresholds are required to file Form 8938 with their US federal income tax return.
Such Form requires disclosure of information concerning such non-US assets,
including the value of the assets. Failure to file the Form when required may subject
you to penalties. An exemption from reporting applies to non-US assets held through
a US financial institution generally including a non-US branch or subsidiary of a US
institution and a US branch of a non-US institution. Investors are encouraged to
consult with their own tax advisers regarding the possible application of this disclosure
requirement to their investment in the shares or ADSs.
Description of securities other than equity securities
Deutsche Bank serves as the depositary (Depositary) for PLC’s American
Depositary Receipt Programme.
Depositary fees and charges for PLC
Under the terms of the Deposit Agreement for the PLC American Depositary
Shares (ADSs), an ADS holder may have to pay the following service fees to the
depositary bank:
■Issuance of ADSs: up to US 5¢ per ADS issued.
■Cancellation of ADSs: up to US 5¢ per ADS cancelled.
■Processing of dividend and other cash distributions not made pursuant to a
cancellation or withdrawal: up to US 5¢ per ADS held.
An ADS holder will also be responsible for paying certain fees and expenses
incurred by the depositary bank and certain taxes and governmental charges
such as:
■fees for the transfer and registration of shares charged by the registrar and
transfer agent for the shares in the United Kingdom (i.e. upon deposit and
withdrawal of shares);
■expenses incurred for converting foreign currency into US dollars;
■expenses for cable, telex and fax transmissions and for delivery of securities;
■taxes and duties upon the transfer of securities (i.e. when shares
are deposited or withdrawn from deposit);
■fees and expenses incurred in connection with the delivery or servicing of
shares on deposit; and
■fees incurred in connection with the distribution of dividends.
Depositary fees payable upon the issuance and cancellation of ADSs are typically
paid to the depositary bank by the brokers (on behalf of their clients) receiving the
newly issued ADSs from the depositary bank and by the brokers (on behalf of their
clients) delivering the ADSs to the depositary bank for cancellation. The brokers in
turn charge these transaction fees to their clients.
Note that the fees and charges an investor may be required to pay may vary over
time and may be changed by us and by the depositary bank. Notice of any
changes will be given to investors.
Financial Statements | Unilever Annual Report on Form 20-F 2025 | 211 |
ADDITIONAL INFORMATION FOR US LISTING PURPOSES | ||
Depositary payments – fiscal year 2025
Deutsche Bank has been the depositary bank for PLC’s American Depositary
Receipt Programme since 1 July 2014. Under the terms of the Deposit
Agreement, PLC is entitled to certain reimbursements, including processing of
cash distributions, reimbursement of listing fees (NYSE), reimbursement of
settlement infrastructure fees (including DTC feeds), reimbursement of proxy
process expenses (printing, postage and distribution), dividend fees and
programme-related expenses (that include expenses incurred from the
requirements of the US Sarbanes-Oxley Act of 2002). In relation to 2025, PLC
received $3,984,379 from Deutsche Bank.
DEFAULTS, DIVIDEND ARREARAGES AND
DELINQUENCIES
Defaults programme
There has been no material default in the payment of principal, interest, a sinking
or purchase fund instalment or any other material default relating to
indebtedness of the Group.
Dividend arrearages and delinquencies
There have been no arrears in payment of dividends on, and material
delinquency with respect to, any class of preferred stock of any significant
subsidiary of the Group.
ARTICLES OF ASSOCIATION
Lapse of distributions
Any PLC dividend unclaimed after 12 years from the date of the declaration of the
dividend by PLC reverts to PLC. Any unclaimed dividends may be invested or
otherwise applied for the benefit of PLC while they are claimed. PLC may also
cease to send any cheque for any dividend on any shares normally paid in that
manner if the cheques in respect of at least two consecutive dividends have been
returned to PLC or remain uncashed.
Unilever N.V., the former parent company of the Unilever Group alongside PLC,
was merged in to PLC and dissolved in November 2020 (Unification). The time
periods for the right to claim cash dividends or the proceeds of share
distributions declared by Unilever N.V. before Unification will remain at 5 and 20
years, respectively, after the first day the dividend or share distribution was
obtainable from Unilever N.V. Any such unclaimed amounts will revert to Unilever
PLC after the expiry of these time periods.
Redemption provisions and capital call
Outstanding PLC ordinary shares cannot be redeemed. PLC may make capital
calls on money unpaid on shares and not payable on a fixed date. PLC has only
fully paid shares in issue.
Modification of rights
Modifications to PLC‘s Articles of Association must be approved by a general
meeting of shareholders.
Modifications that prejudicially affect the rights and privileges of a class of PLC
shareholders require the written consent of three-quarters of the affected holders
(excluding treasury shares) or a special resolution passed at a general meeting
of the class at which at least two persons holding or representing at least one-
third of the paid-up capital (excluding treasury shares) must be present. Every
shareholder is entitled to one vote per share held on a poll and may demand a
poll vote. At any adjourned general meeting, present affected class holders may
establish a quorum.
Required majorities
Resolutions are usually adopted at the Company‘s General Meetings by
an absolute majority of votes cast, unless there are other requirements under the
applicable laws or the Company‘s Articles. For example, there are special
requirements for resolutions relating to the alteration of the Articles of Association
and the liquidation of the Company. A proposal to alter the Articles of the
Company can be made either by the Company‘s Board or by requisition of
shareholders in accordance with the UK Companies Act 2006. Unless expressly
specified to the contrary in the Company‘s Articles, the Company‘s Articles may
be amended by a special resolution. The Company‘s Articles can be found on
our website.
PURCHASES OF EQUITY SECURITIES
Share purchases during 2025
Please also refer to the ‘Shares’ section on page 63.
In 2025, 27,815,955 PLC ordinary shares or ADSs were purchased
by or on behalf of PLC or any ‘affiliated purchaser‘, as defined in
Section 10b-18(a)(3) of the US Securities Exchange Act of 1934, during
the period covered by this Annual Report on Form 20-F.
The following table shows details of such purchases of shares made
by the Company during 2025:
2025 | Total Number of Shares purchased | Average Price Paid Per Share (EUR) | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programmes | Maximum Number (or Approximate Euro Value) of Shares that May Yet be Purchased Under the Plans or Programmes |
January | – | – | – | – |
13 February – 28 February | 7,046,785 | 53.10 | 7,046,785 | – |
03 March – 31 March | 11,777,011 | 54.41 | 11,777,011 | – |
01 April – 30 April | 5,022,608 | 54.86 | 5,022,608 | – |
01 May – 30 May | 3,969,551 | 55.60 | 3,969,551 | – |
June | – | – | – | – |
July | – | – | – | – |
August | – | – | – | – |
September | – | – | – | – |
October | – | – | – | – |
November | – | – | – | – |
December | – | – | – | – |
Total | 27,815,955 | 54.65 | 27,815,955 | – |
The Company announced its share buyback programme of up to €1.5 billion on 13 February 2025, and completed the programme on 30 May 2025.
Under the buyback, a total of 27,815,955 ordinary Unilever PLC shares were purchased with an aggregate market value equivalent of €1,499,999,964.
212 | Unilever Annual Report on Form 20-F 2025 | Financial Statements |
ADDITIONAL INFORMATION FOR US LISTING PURPOSES | ||
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
In accordance with the requirements of Section 404 of the US Sarbanes-Oxley Act of 2002, the following report is provided by management in respect of the Group’s
internal control over financial reporting (as defined in rule 13a–15(f) or rule 15d–15(f) under the US Securities Exchange Act of 1934):
■Unilever’s management is responsible for establishing and maintaining adequate internal control over financial reporting for the Group;
■Unilever’s management has used the Committee of Sponsoring Organizations of the Treadway Commission (COSO) framework (2013) to evaluate the
effectiveness of our internal control over financial reporting. Management believes that the COSO framework (2013) is a suitable framework for its evaluation of our
internal control over financial reporting because it is free from bias, permits reasonably consistent qualitative and quantitative measurements of internal controls, is
sufficiently complete so that those relevant factors that would alter a conclusion about the effectiveness of internal controls are not omitted and is relevant to an
evaluation of internal control over financial reporting;
■Management has assessed the effectiveness of internal control over financial reporting as of 31 December 2025 and has concluded that such internal control over
financial reporting is effective. Management’s assessment and conclusion excludes Dr. Squatch, Wild and Minimalist as they were acquired in 2025. Dr. Squatch,
Wild and Minimalist were included in our 2025 consolidated financial statements, and constituted 3.0% of our total assets as at 31 December 2025 and 0.6% of
total turnover for the year ended 31 December 2025; and
■KPMG LLP, who have audited the consolidated financial statements of the Group for the year ended 31 December 2025, have also audited the effectiveness of
internal control over financial reporting as at 31 December 2025 and have issued an attestation report on internal control over financial reporting.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
Our independent registered public accounting firm is KPMG LLP , London, United Kingdom , Auditor Firm ID: 1118
€ million 2025 | € million 2024 | € million 2023 | |
Audit fees(a) | 32 | 32 | 23 |
Audit-related fees(b)(c) | 27 | 16 | 1 |
Tax fees(d) | – | – | – |
All other fees(d) | – | – | – |
(a)Amount payable to KPMG in respect of services supplied to associated pension schemes was less than €1 million individually and in aggregate (2024: less than €1 million individually and
in aggregate; 2023: less than €1 million individually and in aggregate).
(b)Includes other audit services, which comprise audit and similar work that regulations or agreements with third parties require the auditors to undertake.
(c)2025 includes fees payable for reporting accountant services on the historical financial information of the Ice Cream business and CSRD assurance reporting services.
(d)Amounts paid in relation to each type of service are individually less than €1 million. In aggregate, the fees paid were less than €1 million (2024: less than €1 million, 2023: less than €1
million).
GUARANTOR STATEMENTS
On 26 July 2023, Unilever Finance Netherlands B.V. and Unilever Capital Corporation (UCC) filed a US Shelf registration, which was unconditionally and fully
guaranteed by Unilever PLC (PLC) and Unilever United States, Inc. (UNUS).
In relation to the US Shelf registration, US$10.1 billion of Notes were outstanding at 31 December 2025 (2024: US$11.0 billion; 2023: US$11.2 billion) with coupons
ranging from 1.375% to 5.900%. These Notes are repayable between 28 July 2026 and 12 August 2051.
All debt securities issued by UCC are senior, unsecured and unsubordinated and are fully and unconditionally guaranteed, on a joint and several basis, by PLC and
UNUS.
UCC and UNUS are 100% subsidiaries of Unilever PLC and are consolidated in the financial statements of the Unilever Group. In addition, there are no material
assets in the guarantor entities apart from intercompany investments and balances. Therefore, as allowed under Rule 13-01 of regulation S-X, we have excluded the
summarised information for each issuer and guarantor.
The guarantees provide that, in case of the failure of the relevant issuer to punctually make payment of any principal, premium or interest, each guarantor agrees to
ensure such payment is made when due whether at the stated maturity or by declaration of acceleration, call for redemption or otherwise. The guarantees also
provide that the Trustee shall be paid any and all amounts due to it under the guarantee upon which the debt securities are endorsed.
Financial Statements | Unilever Annual Report on Form 20-F 2025 | 213 |
ADDITIONAL INFORMATION FOR US LISTING PURPOSES | ||
CODE OF BUSINESS PRINCIPLES
Business conduct policies
The Code of Business Principles (COBP) and Code Policies define the ethical
behaviours that everyone must demonstrate when working for Unilever. They
help us address key external and internal risks to the business – such as
fraudulent behaviour or a failure to respect, uphold and advance human rights –
and play a key role in ensuring compliance with laws and regulations. As a result,
they help us to protect our brands and reputation, and to prevent harm to people
or the environment.
The COBP and Code Policies are available in multiple languages and designed
to be readily applied by employees in their day-to-day work. They are mandatory
for all employees and Directors, and apply to all Unilever companies,
subsidiaries and organisations over which Unilever has management control.
While the COBP and Code Policies are for internal use, we also publish them
externally in support of transparency.
We undertake a comprehensive review of the COBP and Code Policies every
five years when the COBP is reviewed and approved by the Unilever Board.
Potential changes needed to the COBP and Code Policies are monitored on an
ongoing basis to ensure they appropriately reflect the internal and external
context, in addition to incorporating the latest legal requirements. As an input to
this process, the Board’s Corporate Responsibility Committee meets quarterly
and reviews external developments that may be relevant to Unilever’s ability to
conduct its business appropriately as a responsible corporate citizen.
We also seek to work with business partners who uphold these
standards throughout our value chain. Our Responsible Partner Policy outlines
our requirements for business partners, as set out below.
Business conduct training
Employees and Directors are required to know the COBP and Code Policies and
understand how to apply them in their work. We conduct annual mandatory
training for all office-based employees and have tailored training for those
employees working in factories and more remote areas. Completion of training is
tracked, and we follow up with employees who fail to complete mandatory
training, taking further action where required. Corruption and bribery are risks
that may affect any employee, and therefore our mandatory training, deployed for
all employees, includes these topics.
Identifying and reporting breaches
Unilever’s Code Policies require that actual or potential breaches of the COBP or
Code Policies be reported immediately. Training is essential for the effective
identification and reporting of breaches. Additionally, we provide robust internal
and external reporting platforms that are accessible to our employees and
partners to facilitate prompt reporting.
To report a concern, employees can contact a number of internal channels.
Alternatively, employees and third parties can use our independently managed
and confidential Unilever Code Support Line (whistleblowing line), via telephone
or our online Speak Up platform, which is available directly through a web
address.
The available reporting channels are set out in our Code Policies and highlighted
during business integrity training and in our communications. The Speak Up
platform is signposted on Unilever’s website and our internal portals, and hotline
numbers are displayed in various locations, such as factory walls.
Our annual UniVoice survey is a key tool to understanding employee sentiment,
including topics such as business integrity. In 2025, 90% of employees who
responded to the survey stated that in their teams, they believe business is
conducted with integrity. Employees are also informed that if they prefer not to
use the direct or anonymised channels provided by Unilever, they can utilise
other external channels and report directly to the authorities.
We are committed to a culture of transparency and prohibit retaliation in any form
against those who report or seek guidance on ethical or compliance issues, or
who report cases under our Code, compliant with the EU Whistleblower
Directive. The COBP and Code Policies set out that Unilever will not retaliate
against employees who raise issues, and that any attempted or actual retaliatory
action by employees is in itself considered a Code breach. This approach to non-
retaliation is emphasised in global employee training sessions.
After any Code concern is reported, reporters are reminded of what retaliation
could look like and asked if they think they have experienced this. All Business
Integrity Committees are also accountable for ensuring that individuals who
report Code breaches or assist with investigations are properly protected from
retaliation and that confidentiality is maintained.
Investigating potential breaches
Our investigation standards require us to record and assess all Code concerns
reported, however they are raised. Once a report is received, it is formally
acknowledged and triaged by a Committee to determine whether a Business
Integrity investigation is required.
Business Integrity ensures that investigations are timely, objective and impartial.
All Business Integrity Officers are trained on Unilever’s standards and processes
and are required to uphold these at all times. Officers are posted around the
world to respond to cases, with oversight from a central Business Integrity team.
Investigation reports tie allegations to Code requirements, summarise evidence
and findings, and outline corrective actions and recommended sanctions.
Completed reports are reviewed and approved by the Global Head of
Investigations. In cases involving public bribery or senior executives, the Chief
Legal Officer and Chief Business Integrity Officer oversee investigations, with an
ad hoc Business Integrity Committee determining sanctions, regardless of the
executive’s location.
We encourage engagement from the initial reporter to facilitate the investigation,
while maintaining confidentiality. Where appropriate and possible, we aim to
provide transparency on the investigation’s progress and anticipated completion.
It is the responsibility of the Business Integrity Committees to ensure timely
investigation of all potential Code breaches raised within 60 days. Final
determination may take longer depending on the nature and complexity of the
concern.
Breaches of the COBP or Code Policies are shared with various oversight
committees when required, including the Unilever Board’s Corporate
Responsibility and Audit Committees, the Unilever Leadership Executive, and the
Global Code and Policy Committee.
Management of relationships with suppliers
Procurement processes, including fair behaviour
with suppliers
The COBP and Code Policies govern our employees’ fair treatment of Unilever’s
suppliers and procurement processes. Specifically, the Responsible Sourcing
and Business Partnering Code Policy requires that we select and work only with
partners who are able to uphold standards consistent with our own commitment.
This includes ensuring that all third parties are subject to the provided
Responsible Partner Policy (RPP) controls for onboarding, contracting and
ongoing monitoring.
Responsible partnerships
Unilever’s RPP is sponsored by our Chief Procurement Officer and helps
us to manage relationships with our suppliers. The RPP describes what we
expect of business partners across three pillars: business integrity and ethics,
human rights, and the planet. It consists of mandatory requirements and
management systems for all suppliers and is designed to build greater resilience
as well as leading practices. The scope of our RPP goes beyond our Tier 1
suppliers, who directly invoice Unilever for goods and services, by including our
expectation for suppliers to cascade equivalent requirements within their own
supply chains.
All suppliers are continuously assessed against the RPP’s mandatory
requirements and general terms and conditions. If an existing supplier fails to
remain compliant, Unilever may restrict the ability to raise new purchase orders
until remediation actions have been completed. New suppliers that do not
declare compliance with requirements of the RPP are not onboarded, and
Unilever will not conduct business with them.
Alignment with the RPP is verified through self-declarations at registration,
annual re-registration to our systems, routine due diligence and risk-based
audits. We undertake regular risk-mapping to accurately identify where specific
risks occur across geographies and within different supplier types. This enables
focused due diligence and auditing based on the type of goods and services we
source and the sourcing locations, ensuring we can address issues effectively
when they arise.
Suppliers are encouraged to communicate with Unilever if they face challenges
in meeting the RPP requirements, so we can provide support and guidance. We
also encourage suppliers to share feedback to help us improve our programmes
and governance processes, embracing partnership in areas where we can
collaborate in a pre-competitive environment to address endemic issues in our
industries.
In 2025, approximately 86% of our procurement spend (including Ice Cream) was
with suppliers that met the mandatory requirements of the RPP.
Prevention of late payments, specifically to SMEs
Payment terms are contractually agreed between Unilever and each supplier,
including SMEs.
214 | Unilever Annual Report on Form 20-F 2025 | Financial Statements |
ADDITIONAL INFORMATION FOR US LISTING PURPOSES | ||
Prevention and detection of corruption and bribery
Anti-corruption and anti-bribery policies
Our COBP and Code Policies set out Unilever’s zero-tolerance approach
towards corruption and bribery. These prohibit both public and commercial
bribery, to or from any third party, and irrespective of financial values involved,
and explicitly prohibit facilitation payments. Detailed written anti-corruption
guidance and standards are also in place in relevant areas, such as with public
officials, gifts and hospitality, grants and donations, and conflicts of interest.
As previously described, our anti-corruption and bribery policies are clearly
communicated and designed to be readily applied by employees. The COBP and
Code Policies are available in multiple languages, and lessons are included in
the annual mandatory training.
Our business partners must adhere to Unilever’s anti-corruption and bribery
policies, as defined in the RPP.
Preventing, detecting and addressing allegations
or incidents of corruption and bribery
The core processes to prevent, detect and address allegations or incidents of
corruption and bribery are the same as those in place for Unilever’s COBP and
Code Policies. All potential material cases of corruption and bribery related to
public officials are reported to our Chief Legal Officer and Chief Business
Integrity Officer, who oversee investigations. The Global Code and Policy
Committee determines any sanctions.
As previously outlined, material breaches, lessons learned and relevant remedial
actions related to the COBP or Code Policies are shared with various oversight
committees, including the Unilever Board’s Corporate Responsibility and Audit
Committees, the Unilever Leadership Executive, and the Global Code and Policy
Committee.
To prevent incidents from taking place, we conduct periodic bespoke anti-
corruption and anti-bribery risk assessments to determine the business activities
and geographies that require specific actions to enhance our controls and
respond to changes in our risk exposure. We continuously introduce tailored
measures to mitigate these risks, along with additional bespoke training.
Anti-corruption and anti-bribery training
As part of our annual mandatory Business Integrity learning programme, anti-
corruption and anti-bribery training is deployed to all employees. Unilever Board
members also receive training on this subject.
The training content is based on our learnings from investigations,
risk assessments and business partnering. Additional bespoke training is offered
for employees who may face a greater risk in their activities in respect of
corruption or bribery, such as those in external-facing commercial roles.
The anti-corruption and anti-bribery training programme is sponsored by the
Chief Legal Officer and Chief Business Integrity Officer. It is overseen by the
Unilever Board’s Corporate Responsibility Committee.
METRICS AND TARGETS
Incidents of corruption or bribery
There have been no incidents of corruption or bribery resulting in convictions or
fines for Unilever Group companies due to violation of applicable anti-corruption
and anti-bribery laws in 2025.
In addition, there have been no deferred prosecution agreements
or other significant enforcement activities involving Unilever Group companies in
2025 that required us to take actions to address breaches in procedures and
standards of anti-corruption and anti-bribery.
Political influence and lobbying activities
Unilever engages with governments, policymakers, regulators, NGOs and other
stakeholders involved in policy and government through our advocacy and
lobbying activities. This engagement forms a key part of promoting and
protecting Unilever’s legitimate business interests, and takes place directly and
indirectly through bodies such as trade associations and industry groups.
Our Code and Code Policies set out how employees must manage
their business relationship with political groups. Such activity must be conducted
with honesty, integrity and openness, and in compliance with local and
international laws.
Oversight of political engagement
In 2025, Unilever’s Chief Corporate Affairs and Communications Officer oversaw
both national government engagement and lobbying activity, as well as global
engagement with intergovernmental organisations and NGOs. This role reports
directly to the Chief Executive Officer (CEO).
At Board level, two Non-Executive Directors hold, or have held, comparable
positions in public administration:
■Susan Kilsby is on the UK Takeover Panel and was a non-executive director at
NHS England between 2021–2023.
■Adrian Hennah was appointed as an independent member to the Council of
Imperial College London in 2024.
Neither the CEO nor any other member of the Board not listed above has held
similar roles in public administration within the two years preceding this reporting
period.
Political contributions
Unilever companies are prohibited from supporting or contributing to political
parties or candidates. All Unilever Executive and Non-Executive Directors have
confirmed that they have not made any political contributions on behalf of
Unilever in 2025, and we do not have any reported cases of breaches with the
Political Activities & Political Donations Code Policy.
SUSTAINABILITY STATEMENT 2025
The Unilever PLC Sustainability Statement 2025 is available on our website at
unilever.com. This document is not considered to be incorporated by reference
into this Annual Report on Form 20-F 2025.
For further information about
Unilever please visit our website:
www.unilever.com
Unilever PLC
Head Office
100 Victoria Embankment
London EC4Y 0DY
United Kingdom
T +44 (0)20 7822 5252
Registered Office
Unilever PLC
Port Sunlight
Wirral
Merseyside CH62 4ZD
United Kingdom
Registered in England and Wales
Company Number: 41424
UNILEVER PLC — 20-F EXHIBIT LIST
Exhibit | Description of Exhibit | |
1.1 | Articles of Association of Unilever PLC | |
2.1 | Twenty-Sixth Supplemental Trust Deed as of May 16, 2024, incorporating the Trust Deed as of July 22, 1994 as Amended and Restated on May 16, 2024 | |
2.2 | Amended and Restated Indenture as of July 26, 2023, among Unilever Capital Corporation, Unilever PLC, Unilever United States, Inc. and The Bank of New York Mellon, as Trustee, relating to Guaranteed Debt Securities1 | |
2.3 | Second Amended and Restated Deposit Agreement dated as of July 1, 2014 by and among Unilever PLC and Deutsche Bank Trust Company Americas, as Depositary, and the Holders and Beneficial Owners of American Depositary Shares issued thereunder2 | |
2.4 | Description of Securities Registered Under Section 12 of the Exchange Act | |
4.1 | Service Contracts of the Executive Directors of Unilever PLC | |
4.2 | Letters regarding compensation of Executive Directors of Unilever PLC | |
4.3 | Unilever North America Omnibus Equity Compensation Plan As Amended and Restated as of November 11, 2025 | |
4.4 | The Performance Share Plan | |
4.5 | Unilever Share Plan 20173 | |
8.1 | List of Subsidiaries4 | |
11.1 | Code of Business Principles | |
11.2 | Share Dealing Standard | |
12.1 | Certifications of the Chief Executive Officer and Financial Director/Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
13.1 | Certifications of the Chief Executive Officer and Financial Director/Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
15.1 | Consent of KPMG LLP | |
17.1 | Subsidiary Guarantors and Issuers of Guaranteed Securities | |
97.1 | Recovery Policy | |
101 | The following financial information from Unilever PLC’s Annual Report on Form 20-F for the fiscal year ended December 31, 2025, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) consolidated income statement for the years ended December 31, 2025, 2024 and 2023, (ii) consolidated statement of comprehensive income for the years ended December 31, 2025, 2024 and 2023, (iii) consolidated statement of changes in equity for the year ended December 31, 2025, 2024 and 2023, (iv) consolidated balance sheet as of December 31, 2025 and 2024, (v) consolidated cash flow statement for the years ended December 31, 2025, 2024 and 2023, and (vi) notes to the consolidated financial statements. | |
104 | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101). |
Certain instruments which define rights of holders of long-term debt of the Company and its subsidiaries are not being filed because the total
amount of securities authorized under each such instrument does not exceed 10% of the total consolidated assets of the Company and its
subsidiaries. The Company and its subsidiaries hereby agree to furnish a copy of each such instrument to the Securities and Exchange
Commission upon request.
1 | Incorporated by reference to Exhibit 4(A) of Form F-3 (File No: 333-273447) filed with the SEC on July 26, 2023. |
2 | Incorporated by reference to Exhibit 99(A) of Form F-6 (File No: 333-196985) filed with the SEC on June 24, 2014. |
3 | Incorporated by reference to Exhibit 4.9 of Form 20-F (File No: 001-04546) filed with the SEC on February 28, 2018. |
4 | The required information is set forth on pages 192 to 200 of the Annual Report on Form 20-F 2025. |
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorised the
undersigned to sign this Annual Report on its behalf.
Unilever PLC. |
(Registrant) |
/s/ P. Kakkad |
P. Kakkad, |
Chief Legal Officer and Group Company Secretary |
Date: 12 March 2026 |
FAQ
How did Unilever (UL) perform financially in 2025 on a continuing-operations basis?
Unilever reported €50.5 billion of turnover from continuing operations in 2025, down 3.8% mainly due to currency and disposals. Underlying sales grew 3.5%, with 1.5% volume and 2.0% price, and underlying operating margin improved to 20.0%, supported by higher gross margin.
What impact did the Ice Cream demerger have on Unilever (UL)?
Unilever completed the demerger of its Ice Cream business into The Magnum Ice Cream Company, now a standalone listed group. The transaction sharpened Unilever’s strategic focus on four core Business Groups, while it retained a 19.85% minority stake in TMICC for future, orderly monetisation.
How strong was Unilever’s (UL) cash generation and shareholder returns in 2025?
Unilever delivered free cash flow of €5.9 billion in 2025 with 100% cash conversion, reflecting robust earnings quality. It returned €6.0 billion to shareholders, including €4.5 billion in dividends and €1.5 billion of share buybacks, and has announced an additional €1.5 billion buyback for 2026.
Which Unilever (UL) Business Groups drove growth and margins in 2025?
All four Business Groups achieved positive underlying sales growth. Beauty & Wellbeing and Personal Care each delivered 4.3–4.7% underlying growth, while Home Care and Foods grew 2.6% and 2.5%. Underlying operating margins ranged from 14.9% in Home Care to 22.6% in Personal Care and Foods.
What are Unilever’s (UL) strategic and financial targets going into 2026?
Unilever aims for mid‑single‑digit underlying sales growth of 4–6% in 2026, with at least 2% volume growth and modest underlying operating margin improvement. Its value creation plan targets high‑teens underlying return on invested capital and sustaining around 100% cash conversion over time.
How is Unilever (UL) progressing on sustainability, including climate and plastics goals?
Unilever cut operational Scope 1 and 2 emissions by 77% from its 2015 baseline and reduced virgin plastic use by 29% versus 2019, achieving 25% recycled plastic in packaging. It has implemented regenerative agriculture on 0.25 million hectares and helped protect or restore 0.66 million hectares of ecosystems.
What is Unilever’s (UL) dividend and capital allocation approach as outlined in the 20-F?
Unilever targets a roughly 60% dividend payout ratio based on underlying earnings per share and sustains strong single‑A credit ratings. Surplus cash supports share buybacks, alongside disciplined capital allocation to growth and productivity investments and bolt‑on M&A, avoiding transformational acquisitions.
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