Registered Number 43520 UNILEVER BESTFOODS UK LIMITED REPORT AND ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2009 CONTENTS Directors’ Report Independent Auditors’ Report to the Members Profit and Loss Account Balance Sheet Principal Accounting Policies Notes to the Accounts Wan PAUPCIMSS™ a6. ‘04/08/2010 COMPANIES HOUSE 59 PAGE NUMBERUnilever Bestfoods UK Limited Directors’ Report for the Year ended 31 December 2009 ‘The Directors present their report and the audited financial statements of the Company for the year ended 31 December 2009 Directors The Directors of the Company dunng the year were as follows - MrW5JMBruce —_ (Appomted 30 September 2009) Mr DJ Lewis (Chairman) MrJ.ASimmons (Appointed 30 June 2009) MrIW Lawrence (Resigned 30 September 2009) Mr AR Smith (Resigned 30 June 2009) Mr D J Lewis resigned as a director on 21 May 2010 and Mrs J A Sourry-Knox was appointed as a director on the same day Pi ipal activities, review of business and future developments ‘The pnneipal acuvity of the Company during the year was the sale of consumer products in food. The results of the Company show a profit on ordinary activities before tax of £15,530,000 (2008 - £49,775,000) and turnover of £142,788,000 (2008 — £141,995,000) The Directors consider that, in the conditions prevailing during the year, the development of the Company's business and its financial position at the end of the year were satisfactory Whilst year on year turnover 1s consistent, the 2008 comparatives include the disposal of the Boursin brand for consideration of £23,877,000 for a profit of £23,283,000 After the exclusion of sales to fellow Unilever group compames in 2008, on a like for like basis the retained brands increased turnover by 8 1%, driven by promotional activity and led by the growth of the Marmite brand by 112% The year also saw turnover growth in the Peperam and Pot Noodle brands, growing by 7 7% and 7 6% respectively Gross profit margin percentage remamed at the same level for the retained brands as in the prior year Overall, the Company trends aligned with the UK market that saw continued value growth alongside an increase in promotional volume The Directors do not expect any development in the Company's business in the coming year which 1s significantly different from its present activities Key Performance Indicators ‘The Unilever group operations are managed on a regtonal and category basis and the Company's Directors believe that analysis using key performance indicators for the Company 1S not necessary or appropnate as the performance and position of the Company 1s meluded in the performance indicators for Europe and the category information in the Unilever PLC Annual Report which does not form part of this reportUnilever Bestfoods UK Limited Directors’ Report for the Year ended 31 December 2009 (continued) Principal Risks and Uncertainties ‘The management of the business and the execution of the Company’s strategy are subject to a number of nisks_The key busmess nsks and uncertamuies affecting the Company are considered to relate to currency risks, competitive pricing, commodity, raw and packaging material pricmg, consumption levels, physical risks, legislative, fiscal and regulatory conditions Further discussion of these risks and uncertainties, and how they are managed, in the context of the Unilever group as a whole 1s provided in the published Unilever PLC Annual Report Dividend A final dividend of £60,000,000 (2008 £nil) has been declared and paid Politieal and Charitable Donations The Company made no charitable donations (2008 £nil) No political contributions were made (2008 £nil)Unilever Bestfoods UK Limited Statement of Directors’ responsibilities in respect of the Directors’ Report and financial statements The Directors are responsible for preparing the Directors’ Report and the financial statements 1m accordance with applicable law and regulations ‘Company law requires the Directors to prepare financial statements for each financial year Under that law the Directors have elected to prepare the financial statements m accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law) 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 affanrs of the Company and of the profit or loss of the Company for that period In preparing those financial statements, the Directors are required to ‘© select suitable accounting policies and then apply them consistently, make judgements and estimates that are reasonable and prudent, and ‘© state whether applicable UK Accounting Standards have been followed, subyect to any material departures disclosed and explained in the financial statements ‘The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any tume the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregulantes.Unilever Bestfoods UK Limited Statement of Provision of Information to Auditors Each of the persons who 1s a director at the date of approval of this report confirms that 1 so faras the Director 1s aware, there 1s no relevant audit information of which the Company's auditors are unaware, and 2 the Director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the Company's auditors are aware of that information This confirmation 1s given and should be interpreted in accordance with the provisions of Section 418 of the Compamtes Act 2006 Going Concern The Directors, having made appropriate enquiries, have a reasonable expectation that the Company has adequate resources to continue mn operational existence for the foreseeable future, and that it 1s therefore appropriate to prepare the financial statements on a going concern basis, Independent Auditors The auditors, PricewaterhouseCoopers LLP, have indicated their willingness to continue in office and will remain in office as auditors of the Company 1n accordance with the provisions of Section 487(2) of the Companies Act 2006 By Order of the Board HLL. Duly authorised for and on behalf of The New Hovema Limited Company Secretary Unilever Bestfoods UK Limited Date 24 Jur 2010Independent Auditors’ Report to the Members of Unilever Bestfoods UK Limited We have audited the financial statements of Unilever Bestfoods UK Limited for the year ended 31 December 2009, which comprise the Profit and Loss Account, the Balance Sheet, the Principal Accounting Policies and the related notes The financial reporting framework that has been applied in their preparation 1s apphcable by law and according to United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice) Respective respon: 's of directors and au rs As explained more fully in the Statement of Directors’ responsibilities (set out on page 3) the Durectors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view Our responsibilty 1s to audit the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland) Those standards require us to comply with the Auditing Practices Board’s Ethical Standards for Auditors This report, including the opmons, has been prepared for and only for the Company’s members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands 1t may come save where expressly agreed by our pnor consent in writing Scope of the audit of the financial statements An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error This includes an assessment of whether the accounting policies are appropriate to the Company's circumstances and have been consistently applied and adequately disclosed, the reasonableness of significant accounting estimates made by the Directors, and the overall presentation of the financial statements. Opinion on the financial statements In our opinion the financial statements + give a true and fair view of the state of the Company’s affairs as at 31 December 2009 and of its profit for the year then ended, «have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, and ‘© have been prepared in accordance with the requirements of the Companies Act 2006Independent Auditors’ Report to the Members of Unilever Bestfoods UK Limited (continued) Opinion on other matters prescribed by the Companies Act 2006 In our opinion the information given in the Directors’ Report for the financial year for which the financial statements are prepared 1s consistent with the financial statements Matters on which we are required to report by exception We have nothing to report in respect of the following matters where the Compames Act 2006 requires us to report to you if, an our opinion adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us, or the financial statements are not in agreement with the accounting records and retums, oF certain disclosures of Directors" remuneration specified by law are not made, or we have not recetved all the information and explanations we require for our audit WON Ge Lob Nicholas Campbell-Lambert (Senior Statutory Auditor) For and on behalf of PricewaterhouseCoopers LLP Chartered Accountants and Statutory Auditors London Date 2% vin 1019Unilever Bestfoods UK Limited Registered Number 43520 Profit and Loss Account — Year ended 31 December 2009 Notes 2009 2008 £000 £000 Turnover a 142,788 141.995 Cost of sales (93,277) (92,548) Gross profit 49,511 49,447 Admmistrative expenses (34,991) 1.714) Operating profit Q 14,520 17,733 Exceptional items @ : 23,283 Profit on ordinary activities before mterest 14,520 41,016 Interest receivable and similar income ©) 1,010 8,759 Profit on ordinary activities before taxation. 15,530 49,775 Taxation on profit on ordinary activities © (692)_ (13,017) Profit for the financial year 3) 14,838 36,758 All operations in the year and 1n the comparative year were continuing ‘There are no material differences between the profit on ordinary activities before taxation and the profit for the financial year stated above and thear historical cost equivalents The profit for each financial year represents the total recognised gains of that year and therefore no separate statement of total recognised gains and losses has been presentedUnilever Bestfoods UK Limited Balance Sheet as at 31 December 2009 Fixed assets Goodwill Investments Current assets Debtors amounts due in Jess than one year Credit : amounts falling due within one year Net current assets Total assets less current liabili Creditor year : amounts falling due after more than one Net assets Capital and reserves Called up share capital Share premium account Profit and loss account Total shareholders’ funds The financial stater 14 3eL1 Zoro and Aere signed on its behalf by WIM Bruce Director 24 Tour 2. Iz IS Iz 8) ) (10) ay ap (12) (13) (13) 2009 £000 82,130 350 82,480 135,867 (2,256) 133,611 216,091 (350) 215,741 193,154 3,388 19,199 215,741 2008 £000 88,700 350 89,050 180,713, (8,510) 172,203 261,253 (350) 260,903, 193,154 3,388 64,361 260,903 ts on pages 7 to 17 were approved by the Board of Directors onUnilever Bestfoods UK Limited Principal Accounting Policies ‘The financial statements are prepared on the going concer basis, under the historical cost convention and 1n accordance with the Companies Act 2006 and the applicable accounting standards in the United Kingdom The principal accounting policies, which have been applied consistently throughout the year, are set out below Basis of preparation The financial statements contain information about Unilever Bestfoods UK Limited as an individual Company and do not contain consolidated financial information as the parent of a group The Company 1s exempt under s400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as 1t and its subsidiary undertakings are included in the full consolidation in the consolidated financial statements of its ulumate parent company, Unilever PLC, a company incorporated in England and Wales Cash Flow Statement ‘The Company 15 a subsidiary of Unilever PLC and tts cash flows are mcluded in the consolidated financial statements of Unilever PLC, which are publicly available Consequently the Company 1s exempt under the terms of Financial Reporting Standard 1 “Cashflow statements” (revised 1996) from publishing a cash flow statement Goodwill and Intangible Assets No value 1s attnbutable to mternally generated intangible assets Goodwill 1s calculated as the difference between acquisition cost and the share of assets acquired at fair value and amortised on a straight ne basis 1n operating profit over a period of 20 years Intangible assets are capitalised at purchased cost and amortised in operating profit on a straight hine basis over the period of their useful life These time periods are suitable because management expects to derive economic benefits from the goodwill over this period Goodwill and intangibles are monitored on a brand-by-brand basis for impairment indicators and, where indicators arise, an assessment of the carrying value ts performed Investments Investments in subsidiaries are carried at cost Where the value of an investment 1s, considered to have been permanently impaired, a carrying value below cost 1s employed Current taxation The charge for current income tax 1s based on the results for the year as adjusted for items which are not taxed or are disallowed Its calculated using tax rates in legislation that has been enacted or substantively enacted by the balance sheet date10 Unilever Bestfoods UK Limited Py ipal Accounting Policies (continued) Deferred Taxation Deferred tax 1s recognised in respect of all timing differences that have originated but not reversed at the balance sheet date, where transactions or events that result in an obligation to pay more tax 1n the future or a right to pay less tax in the future have occurred at the balance sheet date A net deferred tax asset 1s recognised as recoverable only when it can be regarded as more likely than not that there will be sufficrent taxable profits against which to recover cared forward tax losses and from which the future reversal of underlying timing differences can be deducted Deferred tax 1s measured at the tax rates that are expected to apply in the periods in which the tuming differences are expected to reverse, based on tax rates and laws that have been enacted or substantively enacted by the balance sheet date Deferred tax 1s measured on an undiscounted basis Foreign Currencies Trading transactions denommated in foreign currencies are translated into sterling at the ‘exchange rate ruling on the date of the transaction or at monthly average rates. Monetary assets and habilities denominated m foreign currencies have been translated into sterling at the rates current at the year end, and profits/losses are taken through the profit and loss account of the year ‘Turnover ‘Tumover compnses the mvoiced value of the sales of goods and services after deduction of discounts and sales taxes Turnover 1s recognised when the risks and rewards of the underlying products have been substantially transferred to the customer Provisions Provisions are recognised when either a legal or constructive obligation, as a result of a past event, exists at the balance sheet date and where the obligation can be reasonably estimated Dividends Final dividends are only recognised as a lability when they have been approved by the shareholders and interim dividends are only recognised when paid Exceptional Items Disclosure is made for exceptional items under FRS3 for material tems which denve from events or transactions that fall within the ordinary activities of the Company and which individually or, if of a similar type, in aggregate, need to be disclosed by virtue of their size or incidence Where significant, the following items are shown separately on the face of the profit and loss account after operating profit and before interest 1) profits or losses on the sale or termination of an operation, 1) costs of a fundamental reorganisation or restructuring, m1) profits or losses on the disposal of fixed assetsuw Unilever Bestfoods UK Limited Notes to the Accounts for the year ended 31 December 2009 a) Q) Turnover Tumover includes third party sales of £142,788,000 (2008 - £132,114,000) which represent sales at mnvoice value, excluding value added tax and discounts. There were no sales to fellow Unilever group companies in 2009 (2008 - £9,881,000) These sales in 2008 related to the sale of stock, at net book value, to Unilever Supply Chain Company AG as part of a Europe-wide supply chain reorganisation The Company operates wholly within the food industry and 97% (2008 ~ 97%) of 1s sales are within the UK ‘The Company 1s engaged in the distribution of consumer products and, 1n the opinion of the Directors, does not carry on classes of business substantially different from each other Consequently, no segmental analysis of the business 1s included in these accounts. Operating Profit Operating profit 1s arnved at after charging the following amounts ~ 2009 2008 £000 £000 Amorusation = Goodwill and intangibles 6,570 6,570 Auditors’ remuneration ~ audit services 50 194 Exceptional Items Exceptional items below operating profit can be analysed as follows 2009 2008 £000 £000 Gan on Boursin disposal - 23,283 Total 23,283, On 1 January 2008, the Company disposed of its Boursin business for a consideration of £23,877,000 with a profit of £23,283,000 on the sale The assets disposed of related solely to stock2 Unilever Bestfoods UK Limited Notes to the Accounts for the year ended 31 December 2009 (continued) @) @) 6) © Directors’ Emoluments No remuneration was received by the Directors (2008 — mil), including the Chairman, from the Company They are employed by other Unilever group companies and are remunerated by those companies in respect of their services to the group as a whole Employee Information No persons were employed by the Company in either year Interest Receivable and Similar Income 2009 2008 £000 £000 Interest receivable on loans to group undertakings 1,010 8,759 Total interest receivable and similar meome 1,010 8,759 Interest eared in both years 1s from a loan relationship with UK Central Resources Limtted, a fellow group undertaking Taxation on Profit on Ordinary Activi The charge for taxation 1s made up as follows 2009 2008 £000 £000 £000 £000 ‘On profit for the year . Current tax: UK corporation tax 6,188 9,229 Adjustments in respect of prior (5,496) (2,896) years Total current taxation 692 6,333 Deferred tax: Deferred taxation - 6,684 ‘Total deferred taxation : 6,684 ‘Total taxation charge 692 13,017 ‘The current tax assessed for the year 1s lower (2008 — lower) than the standard rate of corporation tax in the UK of 28% (2008 - 28 5%)13 Unilever Bestfoods UK Limited Notes to the Accounts for the year ended 31 December 2009 (continued) (6) Taxation on Profit on Ordinary Activities (continued) ‘The differences are explained below 2009 2008 £000 £000 Profit on ordinary activities before tax 15,530 49,775 Profit on ordinary activities muluplied by standard rate of corporation tax in UK of 28% (2008 ~ 28 5%) (4348) (14,186) Effects of Permanent differences (1,840) (1,846) Short term timing differences - 6,684 Adjustments to tax mn respect of prior years 5,496 2,896 Rate change difference to current year : 9. Current tax charge for the year (692) (6.333) The effect on the prior year tax charge of the exceptional gain on the item disclosed on page 11 1s as follows - 2009 2008 £000 £000 United Kingdom Corporation Tax Charge (28%) : 6,636 (2008 28 5%) (7) Dividends Ordinary Shares 2009 2008 £000 £000 Final paid 31 Ip per share (2008 — nul per share) 60,000 :14 Unilever Bestfoods UK Limited Notes to the Accounts for the year ended 31 December 2009 (continued) @ (9) Goodwill Cost Amortisation Net Book Value £000 £000 £000 Atl January 2009 131,925, (43,225) 88,700 Charged to profit and loss _ (6.570) (6,570) At31 December 2009 131,925 (49.795) 82.130 The Company holds only Goodwill and no intangible assets The goodwill 1s being amortised over 20 years on a straight line basis This 1s the penod over which the Directors estimate that the value of the underlying business acquired 1s expected to exceed the value of the underlying assets Investments Shares in Group Undertakings £000 Cost | January and 31 December 2009 350 Net 1 January and 31 December 2009 350 There are no investments in listed shares Investment in Group Undertakings The investment 1s in a subsidiary undertaking of the Company. Its name together with its country of incorporation/registration 1s listed below A description of the shares and the proportion held 1s also shown below Name of Company and Description Proportion of Nominal Principal Country of Incorporation of Shares Value of Sharesheld Activity MRegistration Held and of Voting Rights Direct % Indirect % ‘Thames Side Properties Lid Ordinary 100 Nil Dormant Shares ENGLAND AND WALES15 . Unilever Bestfoods UK Limited Notes to the Accounts for the year ended 31 December 2009 (continued) (10) Debtors 2009 2008 £000 £000 Amounts due from group undertakings 135,867 180.713 Total debtors 135,867 180,713, Amounts due from group undertakings include balances with Unilever UK Central Resources Lumited which are interest bearing at monthly LIBOR and are unsecured The deferred tax asset recogmsed in the prior year represented the full potential asset and related enurely to short term timing differences 2009 2008 £000 £000 At | January, - 6,684 Charged to profit and loss - (6,684) _ At31 December 5 (11) Creditors 2009 2008 £000 £000 Amounts falling due within one year Corporation tax 2,206 8,510 Accruals and deferred income 50 : Total 2,256 8,510 2009 2008 £000 £000 Amounts falling due after more than one year Amounts due to group undertakings 350 350 Total 350 35016 Unilever Bestfoods UK Limited Notes to the Accounts for the year ended 31 December 2009 (continued) (12) Called up Share Capital 2009 £000 Authorised 193,154,000 Ordinary shares of £1 each 193,154 13,550,000 Ordinary shares of £0 25 each 3,388 196,542, Allotted and fully paid 193,154,000 Ordinary shares of £1 each 193,154 (13) Reconciliation of movements in Total Shareholders’ Funds 2009 £000 Profit for the financial year 14,838 Dividends paid (60,000) Net (reduction)/addition to shareholders’ funds (45,162) ‘Opening shareholders’ funds 260,903 Closing shareholders’ funds 215,741 Reserves Share Premium Profit and ‘Account — Loss Account £000 £000 At January 2009 3,388 64,361 Profit for the financial year - 14,838 Dividends paid 7 (60,000) At31 December 2009 3,388 19,199 2008 £000 193,154 3,388, 196,542 193,154, 2008 £000 36,758 36,758 224 145 260,903 Total £000 67,749 14,838 (60,000) 22,58717 Unilever Bestfoods UK Limited Notes to the Accounts for the year ended 31 December 2009 (continued) (4) Related Party Transactions and Ultimate Parent Company ‘The ulumate parent company and controlling party 1s Unilever PLC and the immediate holding company 1s Unilever UK Limited The Company has not disclosed transactions with fellow, wholly owned subsidiaries in accordance with the exemption under the terms of Financial Reporting Standard 8 as the ultimate parent company produces publicly available consolidated accounts These accounts are both the smallest and largest group to consolidate these financial statements Copies of Unilever group accounts can be publicly obtained from Unilever PLC, Corporate Relations Department, 100 Victona Embankment, London EC4Y ODY