UNILEVER PLC Unilever United States, Inc.
Nonconsolidated Financial Statements
December 31, 2023 and 2022
KPMG LLP
345 Park Avenue
New York, NY 10154-0102
Independent Auditors' Report
The Board of Directors of Unilever United States, Inc.
Unilever United States, Inc.:
Report on the Audit of the Nonconsolidated Financial Statements
Opinion
We have audited the nonconsolidated financial statements of Unilever United States, Inc. (the Company), which comprise the nonconsolidated statements of financial position as of December 31, 2023 and 2022, and the related nonconsolidated statements of operations, comprehensive income, changes in equity, and cash flows for the years then ended, and the related notes to the nonconsolidated financial statements.
In our opinion, the accompanying nonconsolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and its financial performance and its cash flows for the years then ended in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).
Basis for Opinion
We conducted our audits in accordance with auditing standards generally accepted in the United States of America (GAAS) and in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company and have fulfilled our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audits, which include relevant ethical requirements in the United States of America and the International Ethics Standards Board for Accountants' International Code of Ethics for Professional Accountants. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Responsibilities of Management and Those Charged with Governance for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with IFRS as issued by the IASB, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise significant doubt about the Company's ability to continue as a going concern for one year after the date that the financial statements are authorized for issuance; to disclose, as applicable, matters related to going concern; and to use the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company's financial reporting process.
Auditors' Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our
KPMG LLP, a Delaware limited liability partnership and a member firm of
the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee.
opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS and ISAs will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.
In performing an audit in accordance with GAAS and ISAs, we:
- Exercise professional judgment and maintain professional skepticism throughout the audit.
- Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. Accordingly, no such opinion is expressed.
- Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements.
- Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise significant doubt about the Company's ability to continue as a going concern for a reasonable period of time.
We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control related matters that we identified during the audit.
/s/ KPMG LLP
New York, New York
March 29, 2024
2
Unilever United States, Inc.
Table of Contents
December 31, 2023 and 2022
Independent Auditors' Report.……………..………………………………….……………….…1
Nonconsolidated Financial Statements
Nonconsolidated Statements of Financial Position………………………………….…….............2
Nonconsolidated Statements of Operations……..………………………………….…………….. 3
Nonconsolidated Statements of Comprehensive Income ……………….……………………….. 4
Nonconsolidated Statements of Changes in Equity……………………………….….……........... 5
Nonconsolidated Statements of Cash Flows……………………………………….……………... 6
Notes to Nonconsolidated Financial Statements………………………………………………... 7-30
Unilever United States, Inc.
Nonconsolidated Statements of Financial Position
December 31, 2023 and 2022
$ thousands | |||||
2023 | 2022 | ||||
Assets | |||||
Non-current assets: | |||||
Investments in subsidiaries (note 3) | 28,969,242 | 28,814,899 | |||
Funds in escrow (notes 9,15) | 675 | 551 | |||
Deferred taxes (note 7) | 5,294 | 6,180 | |||
Total non-current assets | 28,975,211 | 28,821,630 | |||
Current assets: | |||||
Cash and cash equivalents (note 9) | - | - | |||
Investment in equity shares of Ultimate Parent (notes 9,10) | 1,733 | 16,441 | |||
Prepaid expenses (note 12) | 3,666 | 6,095 | |||
Due from Unilever Group affiliates | (note 8) | 754 | 1,422 | ||
Total current assets | 6,153 | 23,958 | |||
Total assets | 28,981,364 | 28,845,588 | |||
Liabilities and Equity | |||||
Equity: (note 13) | |||||
Called up share capital | 1 | 1 | |||
Share premium | 1,350,172 | 1,350,172 | |||
Accumulated other comprehensive loss | (13,194) | (12,953) | |||
Retained earnings | 17,119,547 | 17,627,132 | |||
Total equity | 18,456,526 | 18,964,352 | |||
Non-current liabilities: | |||||
Liabilities to employee benefit plans | (note 5) | 6,285 | 12,568 | ||
Liabilities for share-based compensation (note 6) | 10,412 | 29,337 | |||
Provisions (note 15) | 2,137 | 465 | |||
Total non-current liabilities | 18,834 | 42,370 | |||
Current liabilities: | |||||
Trade and other payables (note 14) | 19,754 | 23,376 | |||
Provisions (note 15) | 6,604 | 10,237 | |||
Liabilities to employee benefit plans | (note 5) | 1,961 | 2,476 | ||
Liabilities for share-based compensation (note 6) | 6,995 | 5,573 | |||
Due to Unilever Group affiliates (note 8) | 5,846 | 3,453 | |||
Dividend Payable to Parent Company (note 8) | - | 1,500,000 | |||
Net amounts due to UNUS Group affiliates (note 8) | 10,464,844 | 8,293,751 | |||
Total current liabilities | 10,506,004 | 9,838,866 | |||
Total liabilities and equity | 28,981,364 | 28,845,588 |
The accompanying notes form an integral part of these nonconsolidated financial statements. 2
Unilever United States, Inc.
Nonconsolidated Statements of Operations
Years Ended December 31, 2023 and 2022
$ thousands | |||
2023 | 2022 | ||
Management operations: | |||
Operating costs (note 8) | (25,607) | (16,739) | |
Finance income (expense): | |||
Interest on intercompany debt | (note 8) | (636,218) | (495,354) |
Dividend income from affiliate | (note 3) | 2,533,144 | 2,102,000 |
Finance costs on benefit plans | (note 5) | (777) | (581) |
Other interest expense, net | (1,185) | (468) | |
Total finance income | 1,894,964 | 1,605,597 | |
Income before income tax benefit | 1,869,357 | 1,588,858 | |
Income tax benefit (note 7) | 156,202 | 124,337 | |
Net income | 2,025,559 | 1,713,195 |
The accompanying notes form an integral part of these nonconsolidated financial statements.
3
Unilever United States, Inc.
Nonconsolidated Statements of Comprehensive Income
Years Ended December 31, 2023 and 2022
$ thousands | ||
2023 | 2022 | |
Net income | 2,025,559 | 1,713,195 |
Items that will not be reclassified to income: | ||
Actuarial losses on benefit programs, | ||
net of tax benefit of $146 thousand in 2023 and | ||
$303 thousand in 2022 | (241) | (625) |
Comprehensive income | 2,025,318 | 1,712,570 |
The accompanying notes form an integral part of these nonconsolidated financial statements.
4
Unilever United States, Inc.
Nonconsolidated Statements of Changes in Equity
Years Ended December 31, 2023 and 2022
$ thousands | ||||||
Accumulated | ||||||
Other | ||||||
Share | Share | Comprehensive | Retained | |||
Total | Capital | Premium | Loss | Earnings | ||
Equity, December 31, 2021 | 18,751,782 | 1 | 1,350,172 | (12,328) | 17,413,937 | |
Net income | 1,713,195 | - | - | - | 1,713,195 | |
Other comprehensive loss | (625) | - | - | (625) | - | |
Total comprehensive income | 1,712,570 | - | - | (625) | 1,713,195 | |
Dividends declared | (1,500,000) | - | - | - | (1,500,000) | |
Equity, December 31, 2022 | 18,964,352 | 1 | 1,350,172 | (12,953) | 17,627,132 | |
Net income | 2,025,559 | - | - | - | 2,025,559 | |
Other comprehensive loss | (241) | - | - | (241) | - | |
Total comprehensive income | 2,025,318 | - | - | (241) | 2,025,559 | |
Dividends declared | (2,533,144) | - | - | - | (2,533,144) | |
Equity, December 31, 2023 | 18,456,526 | 1 | 1,350,172 | (13,194) | 17,119,547 |
The accompanying notes form an integral part of these nonconsolidated financial statements.
5
Unilever United States, Inc.
Nonconsolidated Statements of Cash Flows
Years Ended December 31, 2023 and 2022
$ thousands | ||
2023 | 2022 | |
Cash flows from operating activities: | ||
Net income | 2,025,559 | 1,713,195 |
Dividend income from affiliate | (2,533,144) | (2,102,000) |
Income tax benefit | (156,202) | (124,337) |
Post-employment benefits | 1,521 | 760 |
Share-based compensation | 12,034 | 3,673 |
Interest expense | 638,180 | 496,403 |
Interest paid | (636,218) | (495,354) |
Changes in assets and liabilities: | ||
Prepaid expenses | 2,429 | (802) |
Net amounts due from Unilever Group | (1) | - |
Net amounts due to UNUS Group affiliates | (1,304,100) | (836) |
Accounts payable | (3,622) | 3,730 |
Provisions | (3,633) | 7,747 |
Liabilities for share-based compensation | (25,875) | (301) |
Other payables | 1,672 | - |
Liabilities to employee benefit plans | (141,230) | (32,912) |
Cash used by operating activities | (2,122,630) | (531,034) |
Cash flows from investing activities: | ||
Funds in escrow | (124) | 241 |
Dividends received from affiliate | 4,033,144 | 602,000 |
Cash provided by investing activities | 4,033,020 | 602,241 |
Cash flows from financing activities: | ||
Dividends paid to Unilever Group | (4,033,144) | - |
Net borrowings (repayments) on debt with UNUS Group affiliates | 2,122,754 | (71,207) |
Cash used by financing activities | (1,910,390) | (71,207) |
Net change in cash and cash equivalents | - | - |
Cash and cash equivalents: | ||
Beginning of year | - | - |
End of year | - | - |
The accompanying notes form an integral part of these nonconsolidated financial statements.
6
Unilever United States, Inc.
Notes to the Nonconsolidated Financial Statements
December 31, 2023 and 2022
-
Presentation and Organization
Unilever United States, Inc. (the "Company" or "UNUS") is a wholly owned subsidiary of UNUS Holding BV (incorporated in the Netherlands) (the "Parent") which itself is an indirect, wholly- owned, subsidiary of Unilever PLC (incorporated in the United Kingdom) (the "Ultimate Parent"). The Company is incorporated and domiciled in the United States.
Unilever PLC and Subsidiaries ("Unilever Group") is one of the world's largest suppliers of fast moving consumer goods. It manufactures, markets and sells products in the food, personal care and household products industries throughout the world. The Unilever Group conducts its business in the United States primarily through Conopco, Inc. ("Conopco"), an entity wholly owned by UNUS. Unilever Capital Corporation ("UCC"), another wholly owned subsidiary of the Company, provides financing for Unilever Group's United States operations.
As a holding company UNUS owns and manages investments in several operating subsidiaries (collectively the "UNUS Group"). - Material Accounting Policies
The accompanying financial statements of UNUS represent the separate (nonconsolidated) financial statements of the Company pursuant to the exemption afforded under paragraph 4a of International Financial Reporting Standards ("IFRS") 10 - Consolidated Financial Statements. Accordingly, the accompanying financial statements are separate financial statements of the UNUS
Group. The Company's ultimate parent, Unilever PLC, issues publicly available consolidated financial statements in accordance with IFRS as issued by the International Accounting Standards Board. These statements can be downloaded from www.unilever.com/investor-relations/annual-report-and-accounts. - Statement of Compliance
The accompanying nonconsoldiated financial statements have been prepared in accordance with IFRS as issued by the International Accounting Standards Board.
The functional and reporting currency is the United States dollar. - Basis of Measurement
The separate financial statements have been prepared on the historical cost basis unless otherwise indicated. - Dividend Income
The Company's primary source of income is dividends from Conopco. These dividendsare recognized in the nonconsolidated statements of operations when the Company's right to receive payment has been established, which is generally when the dividend has been declared. However, to the extent a distribution is considered a return of capital, the carrying value of the Company's investment is reduced. There were no distributions in 2023 or 2022 that represent a return of capital. - Financial Asset
- Statement of Compliance
7
Attachments
- Original Link
- Original Document
- Permalink
Disclaimer
Unilever plc published this content on 10 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 07 May 2024 16:29:09 UTC.
