As
filed with the Securities and Exchange Commission on March 24, 2005

|                     | UNITED
          STATES                                                 | 
|-------------------- | ----------------------------------------------------------------------- | 
|                     | SECURITIES
          AND EXCHANGE COMMISSION                            | 
|                     | WASHINGTON,
          D.C. 20549                                        | 
|                     | FORM
          20-F                                                     | 
|(Mark
          One) |                                                                         | 
|                     | REGISTRATION
          STATEMENT PURSUANT TO SECTION 12(b)              | 
|                     | OR 12(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 31 DECEMBER 2004                      | 
|                     | OR                                                                      | 
|                     | TRANSITION
          REPORT PURSUANT TO SECTION 13 OR 15(d) OF          | 
|                     | THE
          SECURITIES EXCHANGE ACT OF 1934                           | 
|                     | For
        the transition period from ______________ to ______________ | 

Commission file
    number 1-4547

UNILEVER N.V.(Exact name
    of Registrant as specified in its charter)

THE NETHERLANDS(Jurisdiction
    of incorporation or organization)

WEENA 455, 3013
      AL, ROTTERDAM, THE NETHERLANDS(Address
        of principal executive offices)

| | Securities
        registered or to be registered pursuant to Section 12(b) of the Act: |                                                  | 
| | --------------------------------------------------------------------------------------- | ------------------------------------------------ | 
| |                                                                                         |                                                  | 
| | Title
        of each class                                                             | Name
        of each exchange on whichregistered | 
| |                                                                                         |                                                  | 
| | Ordinary
        shares of the nominal amount of 0.51 euro (€0.51) each*                | New
          York Stock Exchange                | 
| |                                                                                         |                                                  | 

Securities
    registered or to be registered pursuant to Section 12(g) of the Act: None(Title
      of class)

Securities
    for which there is a reporting obligation pursuant to Section 15(d) of the
    Act: None(Title
      of class)

| |                                                                                                                                                                                                                                                                                                                                                                                                           | 
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
| | The
        total number of outstanding shares of the Registrants capital at
        the close of the period covered bythe
        Annual Report was 571 575 900 ordinary shares                                                                                                                                                                                                                         | 
| |                                                                                                                                                                                                                                                                                                                                                                                                           | 
| | Indicate
        by check mark whether the Registrant (1) has filed all reports required
        to be filed by Section 13of
        15(d) of the Securities Exchange Act of 1934 during the preceding 12
        months (or such shorter periodthat
        the Registrant was required to file such reports), and (2) has been subject
        to such filing requirementsfor
        the past 90 days. | 

|Yes |  | No
|--- |  | --

| | Indicate
        by check mark which financial statement item the Registrant has elected
        to follow. | 
| | ----------------------------------------------------------------------------------------------------------- | 

|Item
          17 |  | Item
        18
|----------------- |  | ---------------

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | 
| | * For
        Unilever N.V. share capital, the euro amounts shown above and in the
        Unilever Annual Report and Accounts 2004 on Form 20-F and other official
        documents are representations in euros on the basis of Article 67c of
        Book 2 of the Civil Code in the Netherlands, rounded to two decimal places,
        of underlying share capital in Dutch guilders, which have not been converted
        into euros in Unilever N.V.s Articles of Association. Until conversion
        formally takes place by amendment of the Articles of Association the
        entitlements to dividends and voting rights are based on the underlying
        Dutch guilder amounts. | 



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2004Unilever Annual Report and Accounts



Addingvitalityto life



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Our corporate purpose

Unilevers mission is to add Vitality to life. We meet everyday needs for nutrition, hygiene and personal care with brands that help people feel good, look good and get more out of life.

Our deep roots in local cultures and markets around the world give us our strong relationship with consumers and are the foundation for our future growth. We will bring our wealth of knowledge and
international expertise to the service of local consumers  a truly multi-local multinational.

Our long-term success requires a total commitment to exceptional standards of performance and productivity, to working together effectively, and to a willingness to embrace new ideas and learn
continuously.

To succeed also requires, we believe, the highest standards of corporate behaviour towards everyone we work with, the communities we touch, and the environment on which we have an impact.

This is our road to sustainable, profitable growth, creating long-term value for our shareholders, our people, and our business partners.

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Contents

Report of the DirectorsGeneral information
   02Key performance measures
   04Financial highlights
   07Chairmens statement
   08About Unilever
   10Description of business
   10Business structure
   10Foods
   10Home and Personal Care
   10Other operations
   11Corporate venture activities
   11Technology and innovation
   11Information technology
   12Environment
   12Corporate responsibility
   13Competition
   14Distribution and selling
   14Exports
   14Seasonality
   14People
   15Related party transactions
   15Intellectual property
   16Description of our properties
   16Legal and arbitration proceedings and regulatory matters
   16Government regulation
   16Financial review
   17Basis of reporting and discussion
   17Reporting currency and exchange rates
   17Critical accounting policies
   17International Financial Reporting Standards
   18Results commentary
   19Results  2004
      compared with 2003
   19Results  2003
      compared with 2002
   19Acquisitions and disposals
   20Dividends and market capitalisation
   21Balance sheet
   21Off-balance sheet arrangements
   22Cash flow
   22Finance and liquidity
   22Treasury
   22Pensions investment strategy
   23Total Shareholder Return (TSR)
   23Significant changes
   23Operating review
   24Operating review by category  Foods
   24Financial overview
   24Savoury and dressings
   26Spreads and cooking products
   28Beverages
   30Ice cream and frozen foods
   32Operating review by category  Home
      and Personal Care
   34Financial overview
   34Home care
   36Personal care
   38Operating review by region
   40Europe
   40North America
   42Africa, Middle East and Turkey
   44Asia and Pacific
   46Latin America
   48Risk management
   50


Report of the Directors (continued)Corporate governance
   52Structure
   52Corporate governance arrangements
   53Shareholder matters
   58Share capital matters
   59Requirements and compliance
   61General
   61Netherlands
   62United Kingdom
   64United States
   64Nomination Committee report
   65Combined earnings per share
   66Auditors
   67Biographical details
   68Executive Directors
   68Non-Executive Directors
   68Business Presidents
   69Corporate Officers
   69Board changes
   70Other changes
   70Remuneration report
   71Introduction
   71Letter to shareholders
   71Remuneration Committee
   72Remuneration policy  Executive
      Directors
   72Commentary on Executive
      Directors Remunerationpayable for 2004
   75Executive Directors service
      contracts
   76Other items
   76Details  Executive
      Directors
   77Aggregate remuneration for Executive Directors
   77Remuneration for individual Executive Directors
   78Executive
      Directors Share Matching Plan
   79Executive
      Directors conditional share awards underthe TSR Long-Term Incentive Plan
   80Executive
      Directors share options
   81Executive
      Directors pensions
   83Executive
      Directors interests  share capital
   85Executive
      Directors service contracts
   85Details - Non-Executive Directors
   86Non-Executive
      Directors remuneration
   87Non-Executive
      Directors interests  share capital
   88Summary information in respect of Directorsand Executive Officers
   89Report of the Audit Committee
   90Financial statementsContents listing for financial statements
   91Shareholder informationAnalysis of shareholding
   175Information about exchange controlsaffecting security holders
   177Nature of the trading market
   177Taxation for US residents holding shares in NV
   179Taxation for US residents holding shares in PLC
   180Dividends
   181Cross reference to Form 20-F
   182Glossary
   183Financial calendar and addresses
   184Index
   185Website
   187Publications
   187Share registration
   187




UnileverAnnual
Report and Accounts 2004     01

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General information

The Unilever Group
Unilever N.V. (NV) is a public limited company
registered in the Netherlands, which has listings of shares or certificates (depositary
receipts) of NV on the stock exchanges in Amsterdam, New York, Frankfurt and
Zürich. Unilever PLC (PLC) is a public limited company registered in England which has shares listed on the London Stock Exchange and, as American Depositary Receipts, on the New York Stock Exchange. The two parent companies, NV and PLC, together
with their group companies, operate as nearly as is practicable as a single entity
(the Unilever Group, also referred to as Unilever or the Group). NV and PLC and
their  group companies constitute a single group under Netherlands and United
Kingdom legislation for the purposes of presenting consolidated accounts.Accordingly,
the accounts of the Unilever Group are presented by both NV and PLC as their
respective consolidated accounts. Publications
This publication is produced in both Dutch and English and comprises the full Annual Report and Accounts for 2004 of NV and PLC. This document complies with Netherlands and United Kingdom regulations. It also forms the
basis of the NV and PLC Annual Reports on Form 20-F to the Securities and Exchange Commission in the United States for the year ended 31 December 2004, and cross references to Form 20-F are set out on page 182. It is made available to all
shareholders who request or elect to receive it, and on the website atwww.unilever.com/ourcompany/investorcentre/. The separate publication, Unilever Annual Review 2004, containing a Summary Financial Statement with figures expressed in euros, with translations into pounds sterling and US dollars, is also published in
Dutch and English. It is a short form document that is prepared in accordance with the United Kingdom regulations for Summary Financial Statements. The Unilever Annual Review 2004 is mailed to all registered shareholders and to other shareholders
who are either entitled or have asked to receive it, and is also made available on the website atwww.unilever.com/ourcompany/investorcentre/.


Reporting currency and exchange rates
Details of key exchange rates used in preparation of these accounts are given on page 153, together with Noon Buying Rates in New York for the equivalent dates. Basis of Discussion and Analysis
In parts of this document, notably the Chairmens
statement on pages 8 and 9 and the review of operations by product category and
region on pages 24 to 49, discussion of performance is based onconstant rates of exchange. This removes the impact of currency movements and more clearly portrays the underlying performance of the operations themselves. The constant rate used is
the annual average rate for the prior year. For each two-year period, the year-on-year trends in euros are the same as those which would arise if the results were shown in sterling or US dollars at constant exchange rates. Wherever used in this document, the abbreviationBEIArefers to profit measures before exceptional items and amortisation of goodwill
and intangible assets. Unilever believes that reporting profit measures before exceptional items and amortisation of goodwill and intangible assets (BEIA) provides valuable additional information on underlying earnings trends to shareholders. The
term BEIA is not a defined term under Netherlands, UK, or US Generally Accepted Accounting Principles (GAAP), and may not therefore be comparable with similarly titled profit measurements reported by other companies. It is not intended to be a
substitute for or superior to GAAP measurements of profit. Operating profit BEIA is a key metric used by management and investors to measure the progress of Unilevers Path to Growth strategy which commenced in 1999, concluding at the end of 2004. At the beginning of the
Path to Growth, Unilever communicated to investors its targets for the programme, including a target based on earnings measured on a BEIA basis. During Path to Growth, Unilevers internal performance targets and management information have been
measured on a BEIA basis. Unilever believes that the communication and explanation of measures BEIA is essential in order for readers of Unilevers financial statements to understand fully the performance of Unilever and progress towards Path
to Growth targets.




02UnileverAnnual Report and Accounts 2004

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General information

(continued)

In our reporting,Turnovercomprises
  Group turnover plus the Group share of turnover of joint ventures, net of the
  Group share of any sales to the joint ventures already included in the Group
  figures, but does not include our share of the turnover of associates.Operating
  profitcomprises Group operating profit plus our share of operating
  profit of joint ventures. This measure does not include our share of the operating
  profit of associates. References to turnover growth include the effects of acquisitions
  and disposals.Underlying sales growthreflects
  the change in revenue at constant rates of exchange excluding the effects of
  acquisitions and disposals. We believe this measure provides valuable additional
  information on the underlying performance of the business. Leading brand growthis
  a subset of underlying sales growth and measures the change in revenue arising
  from our leading brands. Leading brand growth has been a key metric used to measure
  the progress of the Path to Growth programme. Return on invested capitalis
  profit after tax but excluding net interest on net debt and amortisation or impairment
  of goodwill and intangible assets both net of tax, divided by average invested
  capital for the year. Invested capital is the sum of tangible fixed assets and
  fixed investments, working capital, goodwill and intangible assets at gross book
  value and cumulative goodwill written off directly to reserves under an earlier
  accounting policy. Ungeared free cash flowis
  defined as cash flow from group operating activities, less capital expenditure
  and financial investment and less a tax charge adjusted to reflect an ungeared
  position. It is not a measure of liquidity. Ungeared free cash flow generation and return
  on invested capital are key measures of value creation, used to monitor progress
  towards our long-term strategic objectives. Tables reconciling certain of these measures
    to the statutory measures included in the Financial Statements are shown
    on pages
  4 to 6 and throughout the section entitled Operating
  review on pages 24 to 49. €  is
used in this report to denote amounts in euros. £andpare
    used in this report to denote amounts in
pounds sterling and pence respectively. Fl.is
  used in this report to denote amounts in Dutch guilders. $is
  used in this report to denote amounts in United States dollars, except where
  specifically stated otherwise. The brand names
shown in italics in this report are trademarks owned by or licensed to companies
within the Unilever Group.


Cautionary statementThis document may contain forward-looking statements,
including forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Words such as
expects, anticipates, intends or the negative of these terms and other similar expressions of future performance or results and their negatives are intended to identify such forward-looking statements. These
forward-looking statements are based upon current expectations and assumptions regarding anticipated developments and other factors affecting the Group. They are not historical facts, nor are they guarantees of future performance. Because these
forward-looking statements involve risks and uncertainties, there are important factors that could cause actual results to differ materially from those expressed or implied by these forward-looking statements, including, among others, competitive
pricing and activities, consumption levels, costs, the ability to maintain and manage key customer relationships and supply chain sources, currency values, interest rates, the ability to integrate acquisitions and complete planned divestitures,
physical risks, environmental risks, the ability to manage regulatory, tax and legal matters and resolve pending matters within current estimates, legislative, fiscal and regulatory developments, political, economic and social conditions in the
geographic markets where the Group operates and new or changed priorities of the Boards. 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 the Annual Report and Accounts on Form 20-F. These forward-looking statements speak only as of the date of this document. Except as required by any applicable law or regulation, the
Group expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Groups
expectations with regard thereto or any change in events, conditions or circumstances
on which any such statement is based.




UnileverAnnual
Report and Accounts 2004     03

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Key performance measures
(including reconciliation to GAAP measures)

|Key performance measures 2004 compared with 2003         |            |   |           |   |            |   |            |   |               |  |            | 
|-------------------------------------------------------- | ---------- | - | --------- | - | ---------- | - | ---------- | - | ------------- |  | ---------- | 
|                                                         | € million  |   | € million |   | € million  |   | € million  |   | %             |  | %          | 
|                                                         |            |   | Exchange  |   |            |   |            |   | Change at     |  | Change at  | 
|                                                         | 2004 at    |   | rate      |   | 2004 at    |   | 2003 at    |   | actual        |  | constant   | 
|                                                         | 2003 rates |   | effects   |   | 2004 rates |   | 2003 rates |   | current rates |  | 2003 rates | 
|                                                         |            |   |           |   |            |   |            |   |               |  |            | 
|                                                         |            |   |           |   |            |   |            |   |               |  |            | 
|                                                         |            |   |           |   |            |   |            |   |               |  |            | 
|Group turnover                                           | 41 817     |   | (1 648    | ) | 40 169     |   | 42 693     |   | (6)%          |  | (2)%       | 
|Group operating profit                                   | 3 526      |   | (115      | ) | 3 411      |   | 5 483      |   | (38)%         |  | (36)%      | 
|                                                         |            |   |           |   |            |   |            |   |               |  |            | 
|                                                         |            |   |           |   |            |   |            |   |               |  |            | 
|Turnover                                                 | 42 023     |   | (1 657    | ) | 40 366     |   | 42 942     |   | (6)%          |  | (2)%       | 
|                                                         |            |   |           |   |            |   |            |   |               |  |            | 
|Operating profit BEIA                                    | 6 386      |   | (248      | ) | 6 138      |   | 6 772      |   | (9)%          |  | (6)%       | 
|Exceptional items                                        | (1 672     | ) | 75        |   | (1 597     | ) | (100       | ) |               |  |            | 
|Amortisation  goodwill and intangible assets            | (1 141     | ) | 55        |   | (1 086     | ) | (1 143     | ) |               |  |            | 
|                                                         |            |   |           |   |            |   |            |   |               |  |            | 
|Operating profit                                         | 3 573      |   | (118      | ) | 3 455      |   | 5 529      |   | (38)%         |  | (35)%      | 
|                                                         |            |   |           |   |            |   |            |   |               |  |            | 
|Operating margin                                         | 8.5%       |   |           |   | 8.6%       |   | 12.9%      |   |               |  |            | 
|Operating margin BEIA                                    | 15.2%      |   |           |   | 15.2%      |   | 15.8%      |   |               |  |            | 
|                                                         |            |   |           |   |            |   |            |   |               |  |            | 
|Interest and other finance income/(cost)                 | (753       | ) | 64        |   | (689       | ) | (1 013     | ) |               |  |            | 
|Taxation                                                 | (806       | ) | 24        |   | (782       | ) | (1 527     | ) |               |  |            | 
|                                                         |            |   |           |   |            |   |            |   |               |  |            | 
|Net profit BEIA                                          | 4 090      |   | (121      | ) | 3 969      |   | 3 923      |   | 1%            |  | 4%         | 
|Exceptional items in net profit                          | (1 102     | ) | 45        |   | (1 057     | ) | (67        | ) |               |  |            | 
|Amortisation  goodwill and intangible assets net of tax | (1 088     | ) | 52        |   | (1 036     | ) | (1 094     | ) |               |  |            | 
|                                                         |            |   |           |   |            |   |            |   |               |  |            | 
|Net profit                                               | 1 900      |   | (24       | ) | 1 876      |   | 2 762      |   | (32)%         |  | (31)%      | 
|                                                         |            |   |           |   |            |   |            |   |               |  |            | 
|EPS  per €0.51 ordinary NV share (euros)                | 1.94       |   | (0.02     | ) | 1.92       |   | 2.82       |   | (32)%         |  | (31)%      | 
|EPS  per 1.4p ordinary PLC share (euro cents)           | 29.14      |   | (0.36     | ) | 28.78      |   | 42.33      |   | (32)%         |  | (31)%      | 
|EPS BEIA  per €0.51 ordinary NV share (euros)           | 4.22       |   | (0.13     | ) | 4.09       |   | 4.02       |   | 2%            |  | 5%         | 
|EPS BEIA  per 1.4p ordinary PLC share (euro cents)      | 63.25      |   | (1.88     | ) | 61.37      |   | 60.31      |   | 2%            |  | 5%         | 
|                                                         |            |   |           |   |            |   |            |   |               |  |            | 
|                                                        

|Key performance measures 2003 compared with 2002         |            |   |           |   |            |   |            |   |               |  |            | 
|-------------------------------------------------------- | ---------- | - | --------- | - | ---------- | - | ---------- | - | ------------- |  | ---------- | 
|                                                         | € million  |   | € million |   | € million  |   | € million  |   | %             |  | %          | 
|                                                         |            |   | Exchange  |   |            |   |            |   | Change at     |  | Change at  | 
|                                                         | 2003 at    |   | rate      |   | 2003 at    |   | 2002 at    |   | actual        |  | constant   | 
|                                                         | 2002 rates |   | effects   |   | 2003 rates |   | 2002 rates |   | current rates |  | 2002 rates | 
|                                                         |            |   |           |   |            |   |            |   |               |  |            | 
|                                                         |            |   |           |   |            |   |            |   |               |  |            | 
|                                                         |            |   |           |   |            |   |            |   |               |  |            | 
|Group turnover                                           | 47 421     |   | (4 728    | ) | 42 693     |   | 48 270     |   | (12)%         |  | (2)%       | 
|Group operating profit                                   | 6 014      |   | (531      | ) | 5 483      |   | 5 007      |   | 10%           |  | 20%        | 
|                                                         |            |   |           |   |            |   |            |   |               |  |            | 
|                                                         |            |   |           |   |            |   |            |   |               |  |            | 
|Turnover                                                 | 47 700     |   | (4 758    | ) | 42 942     |   | 48 760     |   | (12)%         |  | (2)%       | 
|                                                         |            |   |           |   |            |   |            |   |               |  |            | 
|Operating profit BEIA                                    | 7 501      |   | (729      | ) | 6 772      |   | 7 054      |   | (4)%          |  | 6%         | 
|Exceptional items                                        | (137       | ) | 37        |   | (100       | ) | (702       | ) |               |  |            | 
|Amortisation  goodwill and intangible assets            | (1 298     | ) | 155       |   | (1 143     | ) | (1 261     | ) |               |  |            | 
|                                                         |            |   |           |   |            |   |            |   |               |  |            | 
|Operating profit                                         | 6 066      |   | (537      | ) | 5 529      |   | 5 091      |   | 9%            |  | 19%        | 
|                                                         |            |   |           |   |            |   |            |   |               |  |            | 
|Operating margin                                         | 12.7%      |   |           |   | 12.9%      |   | 10.4%      |   |               |  |            | 
|Operating margin BEIA                                    | 15.7%      |   |           |   | 15.8%      |   | 14.5%      |   |               |  |            | 
|                                                         |            |   |           |   |            |   |            |   |               |  |            | 
|Interest and other finance income/(cost)                 | (1 213     | ) | 200       |   | (1 013     | ) | (1 065     | ) |               |  |            | 
|Taxation                                                 | (1 656     | ) | 129       |   | (1 527     | ) | (1 605     | ) |               |  |            | 
|                                                         |            |   |           |   |            |   |            |   |               |  |            | 
|Net profit BEIA                                          | 4 277      |   | (354      | ) | 3 923      |   | 3 902      |   | 1%            |  | 10%        | 
|Exceptional items in net profit                          | (96        | ) | 29        |   | (67        | ) | (550       | ) |               |  |            | 
|Amortisation  goodwill and intangible assets net of tax | (1 239     | ) | 145       |   | (1 094     | ) | (1 216     | ) |               |  |            | 
|                                                         |            |   |           |   |            |   |            |   |               |  |            | 
|Net profit                                               | 2 942      |   | (180      | ) | 2 762      |   | 2 136      |   | 29%           |  | 38%        | 
|                                                         |            |   |           |   |            |   |            |   |               |  |            | 
|EPS  per €0.51 ordinary NV share (euros)                | 3.01       |   | (0.19     | ) | 2.82       |   | 2.14       |   | 32%           |  | 40%        | 
|EPS  per 1.4p ordinary PLC share (euro cents)           | 45.12      |   | (2.79     | ) | 42.33      |   | 32.16      |   | 32%           |  | 40%        | 
|EPS BEIA  per €0.51 ordinary NV share (euros)           | 4.39       |   | (0.37     | ) | 4.02       |   | 3.95       |   | 2%            |  | 11%        | 
|EPS BEIA  per 1.4p ordinary PLC share (euro cents)      | 65.79      |   | (5.48     | ) | 60.31      |   | 59.27      |   | 2%            |  | 11%        | 
|                                                         |            |   |           |   |            |   |            |   |               |  |            | 
|                                                        

The tables above present financial information at both constant and current exchange rates. The basis of calculating performance at constant rates is explained on page 2.

04UnileverAnnual Report and Accounts 2004

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Key performance measures (continued)
(including reconciliation to GAAP measures)

|Turnover and underlying sales growth |                    |   |         |  
|------------------------------------ | ------------------ | - | ------- | -
|(at constant exchange rates)         | 2004               |   | 2003    |  
|                                     | vs
           2003 |   | vs 2002 |  
|                                     |                    |   |         |  
|Underlying sales growth (%)          | 0.4                |   | 1.5     |  
|Effect of acquisitions (%)           | 0.3                |   | 0.6     |  
|Effect of disposals (%)              | (2.8               | ) | (4.3    | )
|Turnover growth (%)                  | (2.1               | ) | (2.2    | )
|                                     |                    |   |         |  
|                                    
|

Return on invested capital
Return on invested capital is profit after tax but excluding net interest on net debt and amortisation or impairment(a)of goodwill
and intangible assets both net of tax, divided by average invested capital for the year at current rates of exchange. Invested capital is the sum of tangible fixed assets and fixed investments, working capital, goodwill and intangible assets at
gross book value and cumulative goodwill written off directly to reserves under an earlier accounting policy.

|                                                                                                             | € million |  | € million |  
|------------------------------------------------------------------------------------------------------------ | --------- |  | --------- | -
|                                                                                                             | 2004      |  | 2003      |  
|                                                                                                             |           |  |           |  
|                                                                                                             |           |  |           |  
|Profit on ordinary activities after taxation                                                                 | 2 057     |  | 3 011     |  
|Add back interest expense (excluding joint ventures and associates) net of tax                               | 439       |  | 569       |  
|Add back amortisation of goodwill and intangible assets (excluding joint ventures and associates) net of tax | 1 029     |  | 1 086     |  
|Add back impairment charges net of tax(a)                                                                    | 391       |  |          |  
|                                                                                                             |           |  |           |  
|Profit after tax, before interest and amortisation or impairment of goodwill and intangible assets           | 3 916     |  | 4 666     |  
|                                                                                                             |           |  |           |  
|                                                                                                             |           |  |           |  
|Year end positions for invested capital:                                                                     |           |  |           |  
|Tangible fixed assets and fixed investments                                                                  | 6 473     |  | 6 854     |  
|Stocks                                                                                                       | 3 758     |  | 4 175     |  
|Debtors                                                                                                      | 5 703     |  | 5 881     |  
|Trade and other creditors due within one year                                                                | (9 415)   |  | (9 640    | )
|Goodwill and intangible assets at gross book value                                                           | 20 456    |  | 21 202    |  
|                                                                                                             |           |  |           |  
|Total                                                                                                        | 26 975    |  | 28 472    |  
|                                                                                                             |           |  |           |  
|Add back cumulative goodwill written off directly to reserves                                                | 7 246     |  | 7 262     |  
|                                                                                                             |           |  |           |  
|Year end invested capital                                                                                    | 34 221    |  | 35 734    |  
|                                                                                                             |           |  |           |  
|                                                                                                             |           |  |           |  
|Average invested capital for the year                                                                        | 36 214    |  | 37 377    |  
|                                                                                                             |           |  |           |  
|Return on average invested capital %                                                                         | 10.8%     |  | 12.5%     |  
|                                                                                                             |           |  |           |  

|(a) | Excluding write-downs of goodwill and
    intangible assets taken in connection with business disposals.
|--- | --------------------------------------------------------------------------------------------------------

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Key performance measures (continued)
(including reconciliation to GAAP measures)

Ungeared free cash flow
Ungeared free cash flow is cash flow from group operating activities, less capital expenditure and financial investment and less a tax charge adjusted to reflect an ungeared position, all expressed at current exchange
rates.

|                                                                                | € million |   | € million |   | € million |  
|------------------------------------------------------------------------------- | --------- | - | --------- | - | --------- | -
|                                                                                | 2004      |   | 2003      |   | 2002      |  
|                                                                                |           |   |           |   |           |  
|Cash flow from group operating activities                                       | 6 853     |   | 6 780     |   | 7 883     |  
|Less capital expenditure and financial investment                               | (1 044    | ) | (1 024    | ) | (1 706    | )
|Less tax charge adjusted to reflect an ungeared position:(b)                    | (953      | ) | (1 817    | ) | (1 967    | )
|                                                                                |           |   |           |   |           |  
|Taxation on profit on ordinary activities                                       | (782      | ) | (1 527    | ) | (1 605    | )
|Tax relief on interest
    and other finance income/(cost)                      |           |   |           |   |           |  
|(excluding tax relief relating to interest on pensions and similar obligations) | (171      | ) | (290      | ) | (362      | )
|                                                                                |           |   |           |   |           |  
|Ungeared free cash flow                                                         | 4 856     |   | 3 939     |   | 4 210     |  
|                                                                                |           |   |           |   |           |  

|(b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | The 2004 adjusted tax charge reflects a low rate of tax as a result of non-cash charges taken in the fourth quarter including theSlimFastgoodwill impairment charge and other exceptional items. Ungeared free cash flow based on actual cash tax paid would be
€4.2 billion, a level which is more representative of the underlying trend.
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|Return on invested capital and ungeared free cash flow are presented as we believe that these ratios are the best indicators of our approach to value creation.                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|Adjusted EBITDA interest coverUnilever uses an adjusted EBITDA net interest cover as one of its key measures for the
management of its Treasury strategy. For this purpose adjusted EBITDA is defined as: earnings on ordinary activities excluding associates and non-cash share option costs before net interest on net debt, taxation, depreciation, amortisation and
impairment divided by net interest on net debt excluding associates. Details of the calculation of adjusted EBITDA and adjusted net interest cover on adjusted EBITDA are given below.

|                                                                                     |           |   |           |   |           |  
|------------------------------------------------------------------------------------ | --------- | - | --------- | - | --------- | -
|                                                                                     | € million |   | € million |   | € million |  
|                                                                                     | 2004      |   | 2003      |   | 2002      |  
|                                                                                     |           |   |           |   |           |  
|Profit on ordinary activities before taxation                                        | 2 839     |   | 4 538     |   | 4 053     |  
|Add back share of operating profit of associates before tax                          | 4         |   | 23        |   | (7        | )
|Add back non-cash share option costs                                                 | 218       |   | 208       |   | 185       |  
|Add back net interest                                                                | 582       |   | 799       |   | 1 146     |  
|Add back depreciation                                                                | 996       |   | 899       |   | 1 337     |  
|Add back amortisation                                                                | 1 086     |   | 1 143     |   | 1 261     |  
|Add back impairment                                                                  | 777       |   |          |   |          |  
|                                                                                     |           |   |           |   |           |  
|Adjusted EBITDA                                                                      | 6 502     |   | 7 610     |   | 7 975     |  
|                                                                                     |           |   |           |   |           |  
|                                                                                     |           |   |           |   |           |  
|Net interest                                                                         | 628       |   | 847       |   | 1 173     |  
|Less interest of associates                                                          | (46       | ) | (48       | ) | (27       | )
|                                                                                     |           |   |           |   |           |  
|Adjusted net interest                                                                | 582       |   | 799       |   | 1 146     |  
|                                                                                     |           |   |           |   |           |  
|                                                                                     |           |   |           |   |           |  
|Adjusted net interest cover based on adjusted EBITDA (times)                         | 11.2      |   | 9.5       |   | 7.0       |  
|                                                                                     |           |   |           |   |           |  
|Effect of depreciation, amortisation, impairment and other adjustments above (times) | (5.3      | ) | (2.8      | ) | (2.5      | )
|                                                                                     |           |   |           |   |           |  
|Net interest cover (times)                                                           | 5.9       |   | 6.7       |   | 4.5       |  
|                                                                                     |           |   |           |   |           |  
|                                                                                    

06UnileverAnnual Report and Accounts 2004

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Financial highlightsat current rates of exchange



|Combined earnings per share and dividends per share                 |                                      |  |                                     |  |       |  |        |  |        |  |        | 
|------------------------------------------------------------------- | ------------------------------------ |  | ----------------------------------- |  | ----- |  | ------ |  | ------ |  | ------ | 
|                                                                    | Ordinary €0.51
      shares of NV(a) |  | Ordinary 1.4p
        shares of PLC | 
|                                                                    | 2004                                 |  | 2003                                |  | 2002  |  | 2004   |  | 2003   |  | 2002   | 
|                                                                    |                                      |  |                                     |  |       |  |        |  |        |  |        | 
|Basic earnings per share (euros)                                    | €1.92                                |  | €2.82                               |  | €2.14 |  | €0.29  |  | €0.42  |  | €0.32  | 
|Effect of exceptional items net of tax                              | €1.10                                |  | €0.07                               |  | €0.56 |  | €0.16  |  | €0.01  |  | €0.08  | 
|Effect of amortisation of goodwill and intangible assets net of tax | €1.07                                |  | €1.13                               |  | €1.25 |  | €0.16  |  | €0.17  |  | €0.19  | 
|Basic earnings per share BEIA (euros)                               | €4.09                                |  | €4.02                               |  | €3.95 |  | €0.61  |  | €0.60  |  | €0.59  | 
|                                                                    |                                      |  |                                     |  |       |  |        |  |        |  |        | 
|Basic earnings per share (pence)                                    |                                      |  |                                     |  |       |  | 19.51p |  | 29.26p |  | 20.19p | 
|Effect of exceptional items net of tax                              |                                      |  |                                     |  |       |  | 11.15p |  | 0.73p  |  | 5.31p  | 
|Effect of amortisation of goodwill and intangible assets net of tax |                                      |  |                                     |  |       |  | 10.95p |  | 11.70p |  | 11.72p | 
|Basic earnings per share BEIA (pence)                               |                                      |  |                                     |  |       |  | 41.61p |  | 41.69p |  | 37.22p | 
|                                                                    |                                      |  |                                     |  |       |  |        |  |        |  |        | 
|Diluted earnings per share (euros)                                  | €1.85                                |  | €2.74                               |  | €2.08 |  | €0.28  |  | €0.41  |  | €0.31  | 
|Diluted earnings per share (pence)                                  |                                      |  |                                     |  |       |  | 18.78p |  | 28.40p |  | 19.59p | 
|                                                                    |                                      |  |                                     |  |       |  |        |  |        |  |        | 
|Dividend per share (euros)                                          | €1.89                                |  | €1.74                               |  | €1.70 |  |        |  |        |  |        | 
|Dividend per share (pence)                                          |                                      |  |                                     |  |       |  | 19.15p |  | 18.08p |  | 16.04p | 
|                                                                    |                                      |  |                                     |  |       |  |        |  |        |  |        | 
|                                                                   

|Combined earnings per share and dividends per share for shares traded on the New York Stock Exchange |                                        |  |                                                  |  |      
|---------------------------------------------------------------------------------------------------- | -------------------------------------- |  | ------------------------------------------------ |  | -----
|(on a UK GAAP basis) in US dollars                                                                   |                                        |  |                                                  |  |      
|                                                                                                     | New York €0.51
        shares of NV(a) |  | 5.6p American
        Depositary Receipts of PLC | 
|                                                                                                     | 2004                                   |  | 2003                                             |  | 2002 
|                                                                                                     |                                        |  |                                                  |  |      
|Basic earnings per share                                                                             | $2.38                                  |  | $3.18                                            |  | $2.02
|Effect of exceptional items net of tax                                                               | $1.36                                  |  | $0.08                                            |  | $0.53
|Effect of amortisation of goodwill and intangible assets net of tax                                  | $1.33                                  |  | $1.27                                            |  | $1.16
|Basic earnings per share BEIA                                                                        | $5.07                                  |  | $4.53                                            |  | $3.71
|                                                                                                     |                                        |  |                                                  |  |      
|Diluted earnings per share                                                                           | $2.29                                  |  | $3.08                                            |  | $1.96
|                                                                                                     |                                        |  |                                                  |  |      
|Dividend per share(b)(c)                                                                             | $2.41                                  |  | $2.05                                            |  | $1.85
|                                                                                                     |                                        |  |                                                  |  |      
|                                                                                                    

|(a) | For NV share capital, the euro amounts shown above and elsewhere in this document are representations in euros on the basis of Article 67c of Book 2 of the Civil Code in the Netherlands, rounded to
two decimal places, of underlying share capital in Dutch guilders, which have not been converted into euros in NVs Articles of Association. Until conversion formally takes place by amendment of the Articles of Association, the entitlements to
dividends and voting rights are based on the underlying Dutch guilder amounts.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | Rounded to two decimal places.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(c) | Actual dividends payable for 2004 on NV New York shares and American Depositary Receipts of PLC may differ from those shown above, which include final dividend values calculated using the rates of
exchange ruling on 9 February 2005 (€1.00 = $1.2762, £1.00 = $1.8618).                                                                                                                                                                                                                                                             

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Chairmens statement

In 2005 we expect the tough trading conditions experienced over the past 12 months to continue. However, the changes we have made to our structure and the measures we have taken to increase competitiveness will allow
us to retain flexibility to build the long-term health of our business in changing circumstances. Introduction
In February 2005, when we first reported on our performance in 2004, we also announced far-reaching changes to our organisation and a change of roles for ourselves. We believe it is important to explain why these
changes were necessary and why we are confident that, once fully implemented, they will put your business in the best possible shape to succeed in the competitive battles ahead. At the end of our five-year Path to Growth period we are not where we set out to be. Despite many achievements in simplifying the brand portfolio, in increasing margins and capital efficiency, in restoring financial
flexibility and in many other areas, we do not end this period of Unilevers history with the level of growth we wanted. This is not because our portfolio is incapable of growth. Our portfolio is strong, and is capable of generating the growth
we need, but we have not been fast enough in reacting to toughening market conditions and increased competitive challenges. We are now facing up to these challenges and also putting in place the organisational changes required. What will change
Starting last September we increased the level
of investment behind our brands, through more aggressive pricing and higher advertising
expenditure. We intend to sustain this policy and make our portfolio work harder
in a number of ways. We will continue to build our big brands through innovation
and increased marketplace investment. At the same time we will better use the
whole of our brand portfolio to leverage our category strength and drive market
share. We
recognize that we must also be smarter and more disciplined in execution  faster
roll-out of innovations and more focus on building productive relationships with
our customers. We will fund much of this through increased productivity. New organisation
We will reshape the organisation to support the drive for increased competitiveness. We will de-layer the organisation between the Boards and the operating units, and clearly separate responsibility for brand
development and category management on the one hand and country and customer development on the other. In all cases there will be clear single-point accountability. For 75 years the Joint Chairmen and Chief Executive model has served us well. However, to further improve governance and organisational effectiveness, we have now decided that your business will be better served by a
single Non-Executive Chairman responsible for running the Boards and a single Chief Executive Officer responsible for running the business. Antony will become Non-Executive Chairman for both Unilever N.V. and Unilever PLC at the Annual General
Meetings in May, and he will lead a study of Unilevers corporate structure. Although our structure has met




our needs until now, we believe it is time for a thorough review. We expect Antony to be succeeded by an independent Non-Executive Chairman in the course of 2007. Bertrand Collomb will become Non-Executive Vice-Chairman of both parent companies in addition to his role as the Senior Independent Director. Patrick becomes the new Group Chief Executive and assumes full operational responsibility for the business, accountable for all aspects of the companys operations and performance. He will lead a small Executive
team comprising three Regional Presidents, two Category Presidents and functional leaders for Finance and HR. We are dismantling the current divisional and business group structures to simplify and speed up decision making and substantially reduce
the size of the top management team. New Regional Presidents for Europe, The Americas and Asia/Africa, Middle East and Turkey (AMET) will be profit responsible and charged with implementing proven brand mixes in their region across Foods and Home
and Personal Care (HPC). There will be a greatly enhanced focus on our customers. The Category Presidents will assume responsibility for the entire brand development process including innovation, R&D, brand positioning and communication and
category strategies. One Unilever
We expect to fund future growth largely through
cost savings. Some of these will come from the global One Unilever programme,
which commenced in 2004. Its goal is to eradicate duplication, leverage Unilevers
scale and help people focus on our consumers, customers and the marketplace.
The latest changes are completely congruent with and build upon the One Unilever
principles. Path to Growth
2004 marked the final year of Path to Growth, a bold transformational agenda designed to bring about a step change in growth and profitability. While many of the milestones set have been met, sustained top-line growth
has not been achieved. In many ways we are a stronger business than we
were five years ago and we have valuable assets on which we can build  excellent
market positions in our chosen categories and in the faster growing regions of
the  world; a focused brand portfolio with 12 brands achieving sales in excess
of €1 billion a year and nearly two-thirds of our turnover coming from
brands in excess of €0.5 billion. Our Vitality mission unites us all. It
is a compelling  vision that is right for our consumer, right for our brands
and right for our business. However, after a promising start, including two good years of growth and market share gains in 2001 and 2002, the initial progress was not sustained. Although markets have been tougher than expected over the past 18
months, some market share has also been lost. There were three fundamental reasons for this. Firstly, we let a range of targets limit our flexibility. Secondly, we did not adjust our plans quickly enough to react to a more difficult business
environment. Finally, we took our eye off our competitiveness, and our execution could have been sharper.




08UnileverAnnual Report and Accounts 2004

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Chairmens statement
(continued)

2004
2004 was clearly a very disappointing year for Unilever. Underlying sales growth was 0.4%, with leading brands growth of 0.9%. Operating margin BEIA was 15.2%, 0.6% lower than in 2003. This reflects a decline in price,
slightly higher advertising and promotion expenditure and unrecovered overheads following disposals. The impact of increased commodity costs in the year was fully offset by procurement savings. In spite of lower operating profit, earnings per share
BEIA grew by 5%, boosted by lower tax and financing costs. Net borrowing costs were reduced by 19% in the year with both net debt and interest rates lower than last year. The financing costs of pensions were also lower. The fourth quarter saw a planned step-up in restructuring costs with the start of the implementation of the overheads simplification project, One Unilever, announced in mid-2004. In addition, a charge of €650
million (€591 million at current exchange rates) was taken for the impairment of goodwill forSlimFast. The weight management category declined significantly in the second half of 2004 reflecting a declining interest by consumers in the more extreme low-carb diet. Consumers as yet have
not been attracted back to the more conventional weight management programmes such asSlimFast; recovery will therefore take longer than expected and will be from a substantially smaller base. A €177 million (€169 million at current exchange rates) provision was made for the potential repayment of certain
sales tax credits in Brazil. Cash flow, however, was again strong, which together with the weaker US dollar enabled net debt to be reduced to €9.7 billion at current exchange rates. This has enabled an increased dividend pay-out for 2004 and
the announcement of a share buy-back programme for 2005. Board changes
At the Annual General Meetings in May four of
our Directors will be retiring. Clive Butler, Keki Dadiseth, and André van Heemstra have all had long and distinguished careers as Unilever executives. Clive has
been a Director since 1992 and most recently served as Corporate Development Director. Keki joined the Boards in 2000 and has been a Divisional Director for the HPC business since 2001. André has
been Personnel Director since joining the
Boards in 2000. Also retiring is Claudio Gonzalez, one of our Non-Executive Directors. We would like to thank them all for their valuable contribution during their years of service.




Ralph Kugler has been nominated for election as an Executive Director at the Annual General Meetings in May. He is currently Business President  Home and Personal Care  Europe. Looking to the future
We expect a tough environment in 2005. Market growth will continue to be constrained by a difficult retail environment in the developed world and no let-up in the level of competitiveness we face in developing and
emerging markets. Our overriding objective is to return the business to healthy growth. 2005 is the 75th anniversary of the foundation of Unilever. With the changes we have put in place, with a small and committed leadership team, with dedicated and talented people, we are confident that Unilever will
deliver another 75 years of sustained growth and increased shareholder value through serving the needs of our consumers and customers around the globe. We remain completely committed to delivering Total Shareholder Return in the top third of our peer group. We will measure our progress by Free Cash Flow generation and an improvement in the Return on Invested Capital.
We believe these are the best measures of value creation: in addition, they allow us to retain the flexibility to build the long-term health of your business in changing circumstances. 2004 was a testing year but together we have come through it as a strong team. We would like to thank all of our employees around the world for their loyalty and effort. We are fortunate in having such talented and
diverse people. We know we can count on their continued support and redoubled efforts in 2005 and beyond.




UnileverAnnual
  Report and Accounts 2004     09

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About Unilever



The figures quoted in the following discussion on pages 10 to 16 are in euros, atcurrent rates of exchange, ie. the average or
  year-end rates of each period. Description of business
Unilever is one of the worlds leading suppliers of fast moving consumer goods across foods, home and personal product categories. Unilevers portfolio includes some of the worlds
best known and most
loved brands. Business structure
Our operations are currently organised into two
global divisions  Foods and Home and Personal Care (HPC)  headed
by Divisional Directors. This structure allows the appropriate focus on foods
and
home and personal care activities at both regional and global levels and allows
us to optimise synergies across the product portfolio. The two divisions operations are currently organised into business groups on a regional basis, with certain exceptions: the global businesses of prestige, our fragrance business within HPC, and Unilever
Foodsolutions within Foods. The regional and global businesses are currently headed by Business Presidents. These businesses remain the driving force behind Unilever, comprising the operating companies which provide the key interface with customers
and consumers, allowing quick response to the needs of local markets. On 10 February 2005 we announced that we will introduce a new, simpler structure in 2005. The existing HPC and Foods regional business groups will be integrated into single regional managements represented by three
Regional Presidents who will drive business unit performance, have profit and loss responsibility and strong customer/go-to-market focus. In addition there will be two Category Presidents responsible for developing category strategies and brand
positioning, and driving innovation. The new structure will be effective from April 2005. Full details of significant acquisitions and disposals can be found on pages 20 and 21. Foods
Unilever is one of the leading food companies in the world. Its mission is to add vitality to life by meeting everyday needs of people everywhere, through branded products that make people enjoy food, enjoy health,
enjoy life. Savoury and dressings
We are the global leader in savoury and dressings, with strong brands rooted in chefmanship and taste, includingKnorr,
Hellmanns,Calvé,Wishbone,AmoraandBertolli. Our leading savoury brand,Knorr, is Unilevers biggest brand, and is sold in over 100 markets. Its product range includes soups,
bouillons, sauces, snacks, noodles, frozen food and meal solutions. Our wider savoury product range is marketed around the world under a variety of brand names. Our combined dressings business is the biggest in the world. WithBertolli, which began as a leading Italian olive oil brand, we are building on the qualities associated with Italian food to extend the brand into spreads, dressings and pasta
sauces.




Spreads and cooking products
We lead the spreads and cooking products category with two key brand families with increasingly consistent positionings around the world. Healthy heart brandsBecelandFloradeliver strong growth, particularly withproactiv, through health benefits enabling people to enjoy life to the full. Family brands includingRama,Blue BandandCountry Crockare building a positioning based on tasty, nutritious foods for the family. Beverages
We lead the market in tea-based beverages withLipton, the global market leader in leaf and ready-to-drink tea. Innovations, includingLipton Ice Tea GreenandLipton Aquae,target the growing market for healthy,
refreshing beverages. Our joint venture, the Pepsi Lipton International partnership, helps us to extend the reach of our brands through a distribution network complementary to our own supply chain. Consumers increasingly demand healthier options in
their food and drinks. We respond with products and brands across our portfolio includingSlimFast, whose range
includes meal replacement drinks, soups and snack bars. In developing and emerging
markets, we meet consumers needs for good nutrition in affordable formats
withAnnapurnaand, underAdeS, a range of tasty, nutritional, soy-based drinks. Ice cream and frozen foods
We are the worlds leading producer of ice
cream, with sales in more than 40 countries. Ice cream products under theHeartbrand,
includingCornetto,Magnum,Carte
dOrandSolero, are sold internationally.Breyers,Ben & Jerrys,KlondikeandPopsicleare leading North American-based brands.Ben & Jerrysis also sold in Europe. Our frozen foods business is number one in Europe, focused on theIglo/Birds Eye/Findusbrand family. Unilever Foodsolutions
Although not a separate reporting category as its results are reported within the categories above, Unilever Foodsolutions is our global food service business providing solutions for professional chefs and caterers.
For example, it provides pre-prepared ingredients that save time and new ways of serving food on a large scale at consistent quality. Home and Personal Care
Unilever Home and Personal Care has some of the
worlds most successful brands, such asDove,Lux,OmoandSurf. All
its brands are about looking good, feeling good and getting more out of life. With a strong heritage in hygiene and personal care, combined with deep consumer insights, our brand portfolio adds vitality to life and delivers value to our
business. Home care
We are market leaders in laundry products in developing and emerging markets, and hold number two positions in North America and most of Europe. Our products have been developed to meet the diverse range of consumer
needs to clean and care for their clothes. They include tablets for convenience, traditional powders and liquids for washing by hand or machine. Tailored products, including soap bars, are available for lower income consumers.




10UnileverAnnual Report and Accounts 2004

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About Unilever
(continued)



Our brands includeComfort,Omo, Radiant, Skip,Snuggleand
  Surf, and they are available in over 100 countries. Our household care products are designed to meet most cleaning and hygiene needs around the home. In this category, our heartland is Europe, whereCifandDomestoshold strong positions in the key markets in which they operate. Personal care
We lead the global deodorants and skin cleansing
markets, and are in the top three in daily hair care and mass-market skin care.
Six global brands Axe,
Dove,Lux,
Ponds, RexonaandSunsilk are the core of our business in these categories. They are
complemented bySuave,mainly
in North America, and health brands such asClear,
LifebuoyandVaseline,
together with a selection of regional and local jewels. In oral care we have strong positions in a number of countries in Europe and in developing and emerging markets, particularly with ourSignalandClose Uptoothpaste brands. Our global prestige fragrance business is based on theCalvin Kleinrange, which includescK
one, EternityandObsession, complemented by ranges developed with other designers. Other operations
To support our consumer brands, we have invested in tea plantations in India and Africa and palm oil plantations in Africa. Corporate venture activities
In 2004 Unilever reviewed the progress of its
venturing activities and decided to increase the funds available for investment
to €250 million and to extend the period to five years (2002-2006). These funds are
invested in venturing activities to build business opportunities that fit our core business interests in Foods and Home and Personal Care. Of this, we have committed €97
million to Langholm Capital Partners Fund, which invests in private European
companies with above-average longer-term growth prospects. It has invested in
Physcience, a French natural food supplements business, and Noiro, the leading
company in the mass prestige personal care market in Finland. Up to €120 million will be invested over the five years, in two venture funds of our own, Unilever Ventures and Unilever Technology Ventures. Unilever Ventures acts as an early stage business development fund for
businesses both from within Unilever and from outside. During 2004 its major new investments have been in Alleggra, a healthy egg replacement business, Re-aqua Beauty Centres in the UK and the Biotechnology Application Centre in the Netherlands, a
technology spinout from Unilever. Unilever Technology Ventures invests in technology funds and start-up companies. It has invested in a life science and a materials science fund, as well as in companies working in haplotyping genomics technology,
systems biology, radio frequency identification, plant science and water purification. As at 31 December 2004 we have invested €100 million in all our venture activities.




Technology and innovation
In 2004 Unilever spent €1 040 million on research and development, representing 2.6% of our turnover. Our R&D groups respond to emerging consumer needs  revealed in our carefully researched consumer
insights  and supply a stream of innovation. Corporate Research and Unilever Technology Ventures search out and identify new technology, which is fed through to the divisional R&D programmes. Foods and HPC also use external scientists who are at the forefront of their own fields to review their R&D programmes and ensure that they are at the leading edge of scientific excellence. In Home Care, we continued to roll out new technologies under theOmobrand, including laundry bars optimised for great cleaning
performance in Africa and Asia. TheRadiantbrand launched new formulations to improve fabric colour protection in South Africa. For ourComfortfabric conditioner we launched our first-ever unit dose conditioner capsules in the UK, while in Vietnam,
we launched a concentrated variant ofComfort. OurDomestosbleach business returned to growth in 2004, thanks to an innovation leading to the thickest-ever bleach, which
was developed by our global technology centre in Italy. In personal care, there have been important global initiatives.Dovehas been relaunched with new graphics and packaging across skin,
hair and deodorants.Luxlaunched a new range of bars, with a step change in sensorial benefits, together with outstanding fragrances and new packaging.Axedeodorant in North America now offers longer-lasting fragrances, while in other regions24-7and the newTouchvariant have been launched. In oral care, the family brandsSignalandPepsodentwere relaunched, incorporating a new technology allowing extended protection. The design centre in Italy also launched two new toothbrushes: a top-performance brush with new bristle technology giving superior plaque removal and an
affordable four-pack of brushes launched from India. We have also developed an internet-based system that will bring the power of the net to people in rural India as part of a marketing initiative in Hindustan Lever. The pilot has been very successful and the algorithms
developed as part of this project are more widely applicable as a tool for consumer dialogue. In savoury, R&D has been aligned to the new Vitality mission with innovation in soups linked to naturalness and nutrition benefits. Innovations included the launch of chilled soups, together with new pack formats.Knorrinnovations in cooking aids includedCubitosseasoning cubes, powdered
seasonings and meal makers, targeted at developing and emerging markets.




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In spreads and cooking products, we extendedproactivfrom cholesterol-lowering spreads into milk, yoghurts and mini yoghurt drinks. Like the originalproactivspread, these new products are all enriched with plant sterols. In beverages,Liptonentered the healthy (functional) water segment in Europe withAquae. In leaf tea, flavoured and herbal tea extensions are being built on the pyramid bag innovation, and a campaign on tea antioxidants in the US is promoting the health
benefits of tea. In response to the rising consumer trend in healthier eating, ice cream has launched a wide range of healthier options in all regions. Our technology for the molecular control of ice cream ingredients,
which allows us to control ice cream characteristics by controlling ice particles, gained regulatory approval in a further six countries in 2004, enabling it to be launched in Asia and the US. Our global roll-out of the technology
continues. Under theHellmanns,Wishbone,CalvéandAmorabrands we launched a series of innovations around Vitality, including
cholesterol-free mayonnaise in Mexico and extra light mayonnaise in the UK. We also started a market test for chilled ready-to-eat salads under theHellmann'sbrand
in the US. We have responded to the emerging popularity of low-carb diets in the US. We launchedCarb Smartlow-carb ice creams under theBreyers,KlondikeandPopsiclebrands. A range of foods, including dressings, peanut butter and snacks, were launched under theCarb Optionsplatform. A
range ofCarb Optionsproducts were also launched in Australia, Canada and the UK. We also launched theOptimarange of bars and shakes under the
SlimFastbrand. Bertolliinnovations included the relaunched pasta sauce range and we also introduced a range of premium quality pasta sauces. This is part of the transformation ofBertollifrom an olive oil brand to a world-leading Italian food brand. Unilever filed a total of 370 new patent applications in 2004, which will lead to innovations during 2005 and beyond. Information technology
In 2004, there has been a continued drive towards a more simplified business by standardising processes within our transaction systems. Initiatives in Europe, Latin America, sub-Saharan Africa and North America are
progressing well. The Latin American information, process and system harmonisation and simplification programme - Orchestra, advanced significantly during 2004. This has been deployed to over 110 sites and 9 400 users in
Brazil, Greater Andina, Chile, River Plate and Mexico to cover 60% of the Latin American business. The information management component of this programme has won external recognition for excellence.




In Asia a demand and supply network planning tool is now live in eleven countries, the Unilever standard data warehouse is available in nine countries with twelve countries using the regional e-Commerce hub. Our sales force strategic automation technology  Siebel  continues
to be deployed across the business. Good progress has been achieved in Asia and
Latin America, using low-cost hand held devices, sharing  learning and best practice
across regions. An Asian trade funds management system has been implemented in
two units, with the rest of the region to follow in 2005/2006. In North America we are participating in RFID (radio frequency identification) pilots with Wal-Mart (working as one of their lead suppliers) linked to our broader data synchronisation efforts to improve the quality and
speed of information sharing between us and our customers. We made further progress in the area of information standardisation and management in support of global and regional business processes. We remain committed to the active support for industry data standardisation with
strong involvement in key initiatives, which include chairing the Global Data Standards Network organisation, GDSN Inc. Our outsourced voice, data and mobile communications agreement with BT has been successfully implemented across the globe, delivering both cost and service improvements. This has proved to be a ground breaking and
innovative partnership. The Unilever Portal, a common entry and navigation software technology, has been deployed to over 40 000 users in Europe and 6 000 users in North America. In Europe this has enabled a reduction of over 50 traditional
intranet sites. We have agreed upon a global licensing of this technology and will continue deployment to establish one environment for information and access within Unilever. Environment
We improved our performance in managing the impact
of our manufacturing activities on the environment, and our three sustainability
initiatives  agriculture, fish and water  continue to make good
progress. Our manufacturing operations use seven parameters to measure the emissions from our factories and set targets for eco-efficiency. In 2003 (latest available figures) we continued to improve on our 2002 performance,
meeting four of our targets. We failed to hit our targets for hazardous and non-hazardous waste and CO2 from energy emissions. We have reduced the unit load of sulphur oxides emitted from our factories by 64% since 1995. We have also made significant reductions in energy and water consumption and reduced the levels of waste generated by our
operations.




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Setting targets and monitoring our progress against them are an important part of our systematic approach to reduce our impact on the environment. Detailed performance information is published in our summary
  environment report and on our website. More than two-thirds of the raw materials used in our products come from agriculture. This led us to develop our Sustainable Agriculture Programme, which, together with our partners, we are implementing across our
supply chain. In 2004, the roll-out of our Good Agricultural Practice guidelines (GAP) for our crops gained momentum. We published guidelines in local languages for sustainable tea production in India, Kenya and Tanzania. We are a founding member of the Roundtable on Sustainable Palm Oil (RSPO), a multi-stakeholder initiative set up in 2003 with the WWF (formerly the Worldwide Fund for Nature). The RSPO now has 55 members and 17
affiliate members, and has produced a draft framework document on the criteria for palm oil sustainability. The first steps have been taken to extend our agricultural initiatives to all major vegetable oils, including olive, rape, soya and sunflower. In Europe, we now buy more than half our fish from sustainable fisheries and expect this figure to rise to around 60% in 2005. Although this falls short of the 100% target we set ourselves in 1996, substantial
improvements have been made in difficult circumstances, such as the unforeseen length of the certification process. We continue to engage with fisheries that have not yet fully adopted the disciplines of sustainable production and will continue to
work with them on improvement programmes. The Marine Stewardship Council (MSC), which we co-founded with the WWF in 1996 and have supported since it became independent in 1999, has established a global standard for sustainable fisheries. As one of the
worlds largest buyers of frozen fish, we encourage all our suppliers to work towards the MSC Standard. We currently sell Alaskan pollock, South African hake and New Zealand hoki sourced from fisheries certified to the MSC Standard. Ensuring clean water supplies is fundamental to our business. As part of our Sustainable Water Initiative, we have looked at our water use through the full life cycle of our products  from sourcing raw materials
to consumer use. This has given us a global picture  our imprint  of the way we impact on water resources. It tells us water use is concentrated in the growing of raw materials and in the use of our products by consumers. Our latest
figures show that we have more than halved water consumption in our factories since 1995. In Latin America, for example, the Medusa project to improve water efficiency has saved in excess of 700 000 cubic metres of water since June 2003. In India, Hindustan Lever Limited has launched a handwash laundry product,Surf Excel Quick Wash, with a low-foaming formulation, which
reduces the amount of water needed for




rinsing by up to two buckets a wash. The launch was combined with a consumer education programme in areas with water shortages. For more information about Unilevers environmental and social activities, visitwww.unilever.com/ourvalues/environmentandsociety/. Corporate responsibility
We believe by doing business in a responsible
way we have a positive social impact. We invest in local economies, develop peoples
skills and create and share wealth, working in partnership both locally and
internationally. Bringing our values to life  and backing up our commitments with actions  is achieved by engaging with our stakeholders and building relationships with organisations that share our goals. One example is our
work with the UN Global Compact, a multi-sector forum that brings together business, international and civil society organisations to tackle poverty and help build sustainability. We work directly with the Compact at local and international levels and in January 2004 hosted a workshop to share learning on the development of small and medium-sized enterprises. These businesses are a key
contributor to economic development by providing employment, developing skills and generating prosperity. There are many other examples where we share our business expertise and knowledge to benefit the communities in which we operate. In Africa our operating companies have been managing issues caused by the HIV/AIDS
epidemic since the 1980s. We have developed education and prevention programmes for our people and have made them freely available to local communities and on the web. Another example is ourLifebuoySwasthya Chetna programme, which is the biggest rural health and hygiene educational programme ever
undertaken in India. Our goal is to help educate people about basic hygiene habits, including washing their hands with soap. We work with parents, health educators, teachers, community leaders and government agencies to spread the message. In 2004
the programme covered 18 000 villages and reached 70 million people. In 2004, we continued our active engagement in
voluntary initiatives, spending €65 million on community projects. The
tsunami disaster in South East Asia evoked an immediate response from our companies
in the  region. We lent manpower and time, threw open our distribution networks
and donated appropriate products and money where they were needed most  on
the ground in the affected areas. Contributions by employees to the Unilever
Disaster Relief Fund
were matched by Unilever, to give a total of €1.4 million. Our oral care brands have signed a partnership with the World Dental Federation that will focus on promoting improved oral health for people around the world.Becel/Floracontinues to work with the World Heart Federation.




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In December 2004, we joined forces with UNICEF to tackle UN Millennium Development Goal 4, which aims to reduce mortality rates among children under five by two-thirds over the next ten years. We will work closely with
  UNICEF and bring to the partnership our knowledge of nutrition and hygiene. We have proven ability in delivering affordable products to low-income consumers and experience of contributing to sustainable development in different regions of the
  world. Interest in how we manage our own operations now extends to supply chain relations. We want to work with suppliers who have values similar to our own and work to the same standards as we do. As part of our commitment to this we have developed a Business Partner Code, aligned to our own Code of Business Principles. It comprises 10 principles covering business integrity, and responsibilities relating to
employees, consumers and the environment. We are working towards positive assurance of adherence to the Code from all first-tier suppliers by the end of 2005. The values that inspire us and govern the way we manage our business are clearly set out in our Corporate Purpose and Code of Business Principles. They provide a framework within which our managers can operate and be
held accountable. The Code sets out our respect for the human rights of our employees, including freedom of association and labour union membership. Some of our employees are members of such unions. In 2004, we completed the world-wide roll-out of a confidential ethics hotline, introduced as a way for our people to raise concerns relating to our business principles. We are carrying out pulse checks to
ensure that employees are aware of the hotline and understand its importance. We communicate our performance and the progress we are making through the Environment and Society section of our website and publish summary social and environmental reports. We are also producing a series of articles,
Global Challenges: Local Actions, on how we are working with a range of external partners to tackle issues such as nutrition, hygiene and sustainable development. For more information visitwww.unilever.com/ourvalues/environmentandsociety/.




CompetitionWe have a wide and diverse set of competitors in our consumer goods businesses. Many of our competitors also
operate on an international scale, but others have a narrower regional or local focus.Competition is a normal part of business. We aim to compete and give value to our consumers, customers and shareholders in three ways:
   by continually developing new and improved products;
   by sharing our innovations and concepts with our businesses all around the world; and
   by striving to lower the cost of our sourcing, manufacturing and distribution processes while still maintaining, and improving, the quality of our products.We support efforts to create a more open competitive environment through the liberalisation of international trade. We support the fuller implementation of the Single European Market and
inclusion of other European countries in the European Union.Distribution and sellingUnilevers products are generally sold through its sales force and through independent brokers,
agents and distributors to chain, wholesale, co-operative and independent grocery accounts, food service distributors and institutions. Products are distributed through distribution centres, satellite warehouses, company-operated and public storage
facilities, depots and other facilities.ExportsWe sell our products in nearly all countries throughout the world and manufacture in many of them. We export a wide
range of products to countries where we do not make them. For example, inside the European Union we make many of our products in only a few member countries, for sale in all of them. The chosen manufacturing configuration is generally determined by
an optimised regional sourcing strategy which takes account of requirements for innovation, quality, service, cost and flexibility.SeasonalityCertain of our businesses, such as ice creams and prestige fragrances, are subject to significant seasonal
fluctuations in sales. However, Unilever operates globally in many different markets and product categories. No individual element of seasonality is likely to be material to the results of the Group as a whole.




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People Number of employeesYear end in thousands
   2004
   
   2003
   
   2002
   
   2001
   
   2000Europe
   52
   
   55
   
   60
   
   71
   
   80North America
   18
   
   20
   
   21
   
   22
   
   39Africa, Middle Eastand Turkey
   51
   
   52
   
   52
   
   49
   
   48Asia and Pacific
   73
   
   77
   
   82
   
   85
   
   84Latin America
   29
   
   30
   
   32
   
   38
   
   44Total
   223
   
   234
   
   247
   
   265
   
   295 Our peoples creativity, energy and passion drive our business. This is most evident during periods of change and under challenging trading conditions. We are working hard to build global teams equipped to deliver
business growth. Unilever is consistently ranked among the worlds most admired employers and is known to be a company that puts its people first. We strive to stay connected and carry out world-wide people surveys and
pulse checks to gain valuable feedback and insight, which we use to help shape our future direction. In 2004 our biennial Global People Survey had an 86% participation rate. We want our people to feel directly involved in the performance of the business, so encourage participation in employee share plans; our internal communication processes help ensure that our people relate to the
business. One of our ongoing goals is to help our business leaders connect to our people around the world and achieve a shared understanding of our business achievements and future challenges. Unilever is one of the most diverse companies in the world, with 223 000 people in around 100 countries. We believe that as our people grow, each in their own way, so our business grows. In Unilever, diversity is about inclusion  embracing our differences and creating an environment that inspires people to contribute to our business. We continue to create a community that encourages individuals
to be themselves within a framework of shared values and goals. This means giving full and fair consideration to all applicants and continuing development to all employees, regardless of gender, nationality, race, creed, disability, style or
sexuality. In 2004, we launched an online toolkit that helps our managers promote diversity. The toolkit asks managers to take part in a three-step process to engage, participate and believe and provides resources to
suit a range of different learning styles. We have had some success. More than 30% of our managers are women and our senior management team is made up of 32 nationalities. We encourage our people to learn continuously, to pursue their personal goals and develop professionally. To help achieve this we




have established a community of learning academies for professional skills training in Finance, Human Resources, Information Technology, Marketing, Supply Chain and Customer Development. Increasingly our academies link up and share best practice and learning across the business. Our HR Academy, through its Business Partners Development Programme, is leading the way in building the skills and competencies of our HR managers who work closely with our business leaders. In 2004, the academy
trained 108 HR managers, covering 48 nationalities based in more than 50 countries. A highlight of 2004 was the opening of our refurbished international management training centre, Four Acres. The facility exploits state-of-the-art technology,
making it possible for employees to access learning and business presentations from their desktops wherever they are in the world. A key enabler for our future success is to take our best people and create global teams. We now have global brand teams, in addition to global teams in finance, HR and supply management. These teams are increasingly
supported by regional shared services in support functions. This evolving organisation is creating a streamlined structure that is able to focus more on delivering growth. In 2004 work started on redeveloping our Corporate Centre building in London, following completion of that in Rotterdam. The objective is to stimulate new ways of working together. This has been done to shape our
business for future growth and to foster a sense of belonging to a truly international business. Related party transactions
Transactions with related parties are conducted in accordance with the transfer pricing policies described on page 98 and consist primarily of sales to joint ventures and associates. Other than those disclosed in this
report, 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 2004 or the preceding two years. In approximately 40 countries, our associated company, JohnsonDiversey Inc., acts as Unilevers sole and exclusive sales agent for professional channels, in respect of cleaning products, in return for which it
receives an agency fee. In 2004 Patrick Cescau, the Chairman of Unilever PLC, purchased a house from an NV group company. We confirm that the full Boards, acting on the recommendation of the Remuneration Committee and without the participation of Mr
Cescau, gave their prior approvals to the purchase, which was made at full market value based on two independent valuations of the property. Further information is given in note 31 on page 147. Information concerning guarantees given by the Group is stated in note 25 on page 134 and under Mutual guarantee of borrowings on page 53. Guarantees are
also given within the Group by the parent companies, as described on pages 170 and 173.




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Intellectual property
  We have a large portfolio of patents and trademarks, and we conduct some of our operations under licences which are based on patents or trademarks owned or controlled by others. We are not dependent on any one patent
or group of patents. We use our best efforts to protect our brands and technology. Description of our properties
We have interests in properties in most of the countries where there are Unilever operations. However, none is 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. There are no environmental issues affecting the properties which 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. See the schedule of principal group companies and fixed
investments on page 165 to 168 and details of tangible fixed assets in note 10 on page 114. 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. Legal and arbitration proceedings and regulatory matters
We are not involved in any legal or arbitration proceedings and do not have any obligations under environmental legislation which we expect to lead to material loss or expenditure in the context of the Group results.
None of our Directors or Officers are involved in any such material legal proceedings. In 1999 NV issued €0.05 preference shares as an alternative to a cash dividend. In March 2004 NV announced its intention to convert those preference shares into ordinary NV shares in the first quarter of 2005. A
number of holders of these preference shares raised objections to this and asked the Enterprise Chamber of the Amsterdam Court of Appeal to conduct an inquiry. On
21 December 2004 the Enterprise Chamber decided to order an inquiry to be carried out. As at 25 February 2005, this inquiry is ongoing. An additional request to forbid the conversion was rejected by the Enterprise
Chamber. Further information is given in note 22 on page 132.




Unilever has businesses in many countries and from time to time these are subject to investigation by competition and other regulatory authorities. One such matter concerns ice cream distribution in Europe, notably the
issues of outlet and cabinet exclusivity. In October 2003, the Court of First Instance in Luxembourg ruled in favour of the European Commissions decision banning Unilevers Irish ice cream business, HB Ice Cream, from seeking freezer
cabinet exclusivity for their products in the Irish market. HB Ice Cream has submitted an appeal against the decision of the Court of First Instance in Luxembourg. If unsuccessful, then freezer exclusivity in Ireland will be unenforceable in outlets
which only have HB freezers. Similar consequences may apply in specific European markets with equivalent structures to those described in the decision. During 2004 the Federal Supreme Court in Brazil (local acronym STF) announced a review of certain cases that it had previously decided in favour of taxpayers. As a result of this action we have established a provision
of €169 million for the potential repayment of sales tax credits in the event that the cases establishing precedents in our favour are reversed. Also in Brazil, and in common with many other businesses operating in that country, one of our Brazilian subsidiaries received a notice of infringement from the Federal Revenue Service. The notice alleges that a 2001
reorganisation of our local corporate structure was undertaken without valid business purpose. If upheld, the notice could result in a significant tax claim in respect of prior years. The 2001 reorganisation was comparable to that used by many
companies in Brazil and we believe that the likelihood of a successful challenge by the tax authorities is remote. This view is supported by the opinion of outside counsel. Government regulation
Unilever businesses are governed, in particular, by laws and regulations designed to ensure that their products may be safely used for their intended purpose and that their labelling and advertising are truthful and
not misleading. Unilever businesses are further regulated by data protection and anti-trust legislation. Important regulatory bodies in respect of our businesses include the European Commission and the US Food and Drug Administration. We have processes in place to ensure that products, ingredients, manufacturing processes, marketing materials and activities comply with the above-mentioned laws and regulations.




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Financial review



Basis of reporting and discussion
  Our accounting policies are based on United Kingdom generally accepted accounting principles (GAAP) and UK and Netherlands law. These differ in certain respects from United States GAAP. The principal differences are
described on pages 155 to 159. We have shown reconciliations to net income and capital and reserves under US GAAP on pages 154 and 155. For definitions of key ratios referred to in this review please refer to page 149. Reporting currency and exchange rates
Foreign currency amounts for results and cash
flows are translated from underlying local currencies into euros using annual
average exchange rates; balance sheet amounts are translated at year-end rates
except for the ordinary capital of the two parent companies. These are translated
at the rate prescribed by the Equalisation Agreement of £1 = Fl. 12, and
thence to euros at the official rate of €1.00
= Fl. 2.20371 (see Corporate Governance on page
52). The figures quoted in the following discussion on pages 17 to 23 are in euros, atcurrent rates of exchange, ie the average or year-end
rates of each period, unless otherwise stated. Critical accounting policies
The accounts comply in all material respects with
UK GAAP and UK and Netherlands law. To prepare the accounts, we are required
to make estimates and assumptions, using judgement based on available information,
including historical experience. These estimates and assumptions are reasonable
and are re-evaluated on an ongoing basis. However, actual amounts and results
could differ. Critical accounting policies are those which are most important
to the
portrayal of Unilevers financial position and results of operations, and
are described on pages 96 to 98. Unilever complies with UK Financial Reporting
Standard 18, which requires that the most appropriate accounting policies are
selected in all circumstances. Some of these policies require difficult, subjective
or complex judgements from management, the most important being: Retirement benefits
We account for pensions and similar obligations
in accordance with United Kingdom Financial Reporting Standard 17 Retirement Benefits (FRS
17). Under this standard the liabilities and assets of the plans are recognised
at fair values in the balance sheet. Pension accounting requires certain assumptions to be made in order to value our obligations and to determine the charges to be made to the profit and loss account. These figures are particularly sensitive to
assumptions for discount rates, inflation rates and expected long-term rates of return on assets. The table below sets out these assumptions, as at 31 December 2004, in respect of the four largest Unilever pension funds. Details of all assumptions
made are given on page 123.




%
    
    %
    
    %
    
    %Nether-
    
    UnitedUK
    
    lands
    
    States
    
    GermanyDiscount rate
   5.3
   
   4.5
   
   5.7
   
   4.5Inflation assumption
   2.8
   
   1.8
   
   2.5
   
   1.8Expected long-term rate of return:Equities
   8.0
   
   7.6
   
   8.2
   
   7.6Bonds
   5.0
   
   4.1
   
   4.6
   
   4.1Others
   6.8
   
   5.9
   
   4.5
   
   5.5 As required by FRS 17 these assumptions are set by reference to market conditions at each year end. Actual experience may differ from the assumptions made. The effects of such differences are recognised through the
statement of total recognised gains and losses. Share-based compensation
In line with recommendations of various standard setting bodies, from 1 January 2003 we changed our accounting policy for share options. We hedge our existing share option programmes by buying shares at the time of
grant and taking the financing cost within interest. The accounting change was to include an additional non-cash charge against operating profit to reflect the fair value to the employee of the share options granted. The impact of the adoption of
this change was reflected by means of prior period adjustments to the profit and loss accounts and balance sheets. In determining the additional charge, we apply a valuation based on modified Black-Scholes or multinomial models spread over the
vesting period of the option. The fair value so calculated depends on certain assumptions which are described in note 30 on page 138. The assumptions made in respect of share price volatility and expected dividend yields are particularly subjective.
Unilever considers these and all other assumptions to be appropriate, but significant changes in assumptions could materially affect the charge recorded. Provisions
Provision is made, among other reasons, for environmental and legal matters and for employee termination costs where a legal or constructive obligation exists at the balance sheet date and a reasonable estimate can be
made of the likely outcome. Market development costs
Expenditure on market development costs, such as consumer promotions and trade advertising, is charged against profit in the year in which it is incurred. At each balance sheet date, we are required to estimate the
part of expenditure incurred but not yet invoiced based on our knowledge of customer, consumer and promotional activity. Goodwill, intangible and tangible fixed assets
Impairment reviews in respect of goodwill and intangible fixed assets are performed at least annually. More regular reviews, and impairment reviews in respect of tangible fixed assets, are performed if events indicate
that this is necessary. Examples of such triggering events would include a significant planned restructuring, a major change in market conditions or technology, expectations of future operating losses or negative cash flows.




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Financial review
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Impairment reviews are performed following the guidance in UK Financial Reporting Standard 11, United States SFAS 142 and SFAS 144. Such reviews are performed by comparing the carrying value of the asset concerned to a
  valuation derived from discounted future cash flows. Significant assumptions, such as long-term growth rates and discount rates, are made in preparing these forecast cash flows; although these are believed to be appropriate, changes in these
  assumptions could change the outcomes of the impairment reviews. The most significant balances of goodwill and intangible assets are those arising from the purchases of Bestfoods andSlimFast. We have reviewed the balances related to the Bestfoods acquisition (€13.3 billion), by considering actual and planned growth
rates of Bestfoods brands and the synergy savings arising from its integration. No impairment loss has been identified. We have also reviewed the balances related toSlimFastin light of the significant decline in the weight-management category in North America that took place during the second half of 2004. This is expected to continue to impact market volumes in 2005. The results of the review
indicated that a goodwill impairment charge of €591 million was necessary. Our assessment is based on a number of important assumptions regarding the future performance of theSlimFastbusiness. In particular, the business is assumed to return to growth by 2007, and thereafter to achieve levels of growth and
margin that are consistent with typical North American foods businesses. The review was based on a 10 year discounted cash flow methodology using a pre-tax discount rate of 11%. Deferred tax
Full provision is made for deferred taxation, as required under UK Financial Reporting Standard 19, at the rates of tax prevailing at the year end unless future rates have been enacted, as detailed on page 97. Deferred
tax assets are regularly reviewed for recoverability, and a valuation allowance is established to the extent that recoverability is not considered likely. International Financial Reporting Standards
Unilever is adopting International Financial Reporting Standards (IFRS) with effect from 1 January 2005. In 2004 we substantially completed our assessment of the impact of the change to IFRS on our reported capital and
reserves and on reported profit. We have also completed the modification of our accounting and reporting systems to facilitate the changes and we have designed and run an IFRS training programme for those employees that are affected by the
changes. The most important changes to our accounting policies are listed below. These changes will also affect the 2004 comparative information in the 2005 consolidated financial statements with the exception of the changes in
accounting for financial instruments and the presentation of assets held for sale, which will be applied prospectively from 1 January 2005.




Under IFRS 3, from 1 January 2004 we will no longer apply systematic amortisation to goodwill and intangible assets with an indefinite life, but will instead test these assets for impairment on at least an annual
basis. The amortisation charge for all goodwill and indefinite lived intangible assets in 2004 was €1 040 million. Under IAS 10 we will no longer recognise a liability in any period for dividends which have been proposed but will not be approved until after the balance sheet date. The proposed final dividends for 2004 amount to
€1.26 per €0.51 ordinary NV share and 12.82p per 1.4p ordinary PLC share, a total liability of €1 215 million. Under IAS 12 we will recognise certain additional deferred tax balances arising on temporary differences between the tax base and the accounting base of balance sheet items. The most significant of these relates to
intangible assets which were identified at the time of the Bestfoods acquisition, on which a deferred tax liability will be established via reserves. Under IAS 38 we will capitalise and amortise purchased and internally developed software. The value of purchased and internally developed software as at 31 December 2004 amounted to €166 million. From 1 January 2005 onwards we will present NV preference share capital as a liability rather than as a part of capital and reserves, in accordance with IAS 32. The carrying value of these preference shares as at 31
December 2004 was €1 502 million. Also from this date we will recognise all derivative financial instruments on balance sheet and will measure certain non-derivative financial assets at fair value with unrealised movements in fair value
recognised directly within equity. Other areas where our current accounting policies differ from IFRS and will therefore change include retirement benefits and biological assets (tea bushes and oil palm trees). In the case of retirement benefits, the
recent amendments to IAS 19 mean that the impact on Unilever will be restricted to certain valuation differences which are not expected to have a significant impact on our reported numbers. For further details of these and other reporting changes which may apply for 2005, please refer to our website atwww.unilever.com/ourcompany/investorcentre/.




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Financial review(continued)



Results Commentary Results 2004 compared with 2003 and 2002  Results 2004 compared
      with 2003Turnover fell by 6%
      to €40 366 million.
    This decrease was primarily due to a 4% strengthening of the average euro
    exchange rate against the basket of Unilever currencies and disposals which
    contributed 2.5% of the decline. At constant rates of exchange, underlying
    sales grew by 0.4% in the year, but turnover fell by 2.1% as a result of
    business disposals. The main disposal impact arose from the sale of our chemicals
    business in India, certain household care brands in North America and the
    edible oils business in Mexico. Group turnover was €40 169 million (2003: €42
    693 million). Our share of turnover from joint ventures continued to fall
    in 2004 to €197 million (2003: €249 million) primarily as a result
    of increases in our holding in the Ajinomoto joint ventures in Asia and their
    consequent inclusion as subsidiaries. Operating profit was down 38% to €3
    455 million for the year (2003: €5 529 million) with operating margin
    decreasing to 8.6% (2003: 12.9%). €1 497 million of the reduction was
    due to higher net exceptional charges (discussed in further detail below),
    with currency movements contributing another €118 million. Operating
    profit BEIA was 9% lower at €6 138 million, compared with €6 772 million in 2003. Operating margin
    BEIA weakened from 15.8% in 2003 to 15.2% due mainly to declines in price
    and slightly higher advertising and promotions. Group operating profit BEIA
    was €6 092 million (2003: €6 719 million). Amortisation of goodwill and intangible assets
    was €1 086 million compared with €1 143 million in 2003. The
    decrease was mainly due to a strengthening of the euro in 2004, particularly
    against the US dollar. Net exceptional charges included in operating
    profit for the year were €1 597 million (2003: €100 million).
    Of this, €724 million is due to impairments of goodwill, including €591
    million forSlimFast,
    with the majority of the remainder taken in connection


with business disposals that will complete
    following the year end. The net credit for the profit and losses on Path
    to Growth disposals during the year was €156 million. A €169
    million provision was made for the potential repayment of certain sales tax
    credits in Brazil. Restructuring costs comprised €860 million in 2004,
    including the start of the overheads simplification project, announced in
    mid 2004. This marks the end of the Path to Growth restructuring programme.
    Associated costs of €82 million were included within operating profit
    BEIA for the year (2003: €121 million). Group operating profit decreased by 38% to €3
    411 million. An overview of operating performance by product
    category and region is included in the category and regional reviews on pages
    24 to 39 and 40 to 49 respectively. Net interest cost, excluding pensions interest,
    fell to €628 million from €847 million in 2003 as a result of
    both net debt levels and rates lower than last year. Net interest cover for
    the year was 5.9 times compared with 6.7 times in 2003. Adjusted net interest
    cover on the basis of adjusted EBITDA was 11.2 times (2003: 9.5 times). The
    net interest charge on pensions for the year was €61 million compared
    with €166 million in 2003. This reduction is due to higher expected
    rates of return on assets and increased company contributions to funded pension
    plans. The Groups effective tax rate was 27.6%
    for the year (2003: 33.6%) and reflects the impact of a reduction in the
    future tax rate in the Netherlands and favourable resolution of a number
    of outstanding tax issues in various countries. The underlying tax rate for
    the year, before exceptional items and amortisation, was 24.6% compared with
    28.6% last year. Minority interests decreased by 28% to €181
    million (2003: €249 million). This decrease was due to lower profits
    from businesses with minority interests and currency movements. Net profit was lower by 32% to €1 876
    million caused primarily by the higher net exceptional charges and lower
    operating profit BEIA. Combined earnings per share decreased by 32% and combined
    earnings per share BEIA increased by 2%. Return on invested capital for the year was
    10.8%, down from 12.5% in 2003. This reflects lower profit offset by decreases
    in capital employed. The definition and further details on return
    on invested capital are given on pages 149 and 151. Results 2003 compared
      with 2002Turnover fell by 12%
      to €42 942 million.
    This decrease was primarily due to a 10% strengthening of the average exchange
    rate for the euro against the basket of Unilever currencies. At constant
    rates of exchange, underlying sales grew by 1.5% in the year, but the net
    effect of this and our continued programme of disposals under Path to Growth,
    partly offset by the increase in our holding in Unilever Bestfoods businesses
    across Asia, was a 2% reduction in turnover. The main disposal impact came
    from the sale of DiverseyLever, Mazola and Loders Croklaan.




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Financial review(continued)



Group turnover was €42 693 million (2002: €48
    270 million). Our share of turnover from joint ventures continued to fall
    in 2003 to €249 million (2002: €490 million) as a result of increases
    in our holding in former Bestfoods joint ventures in Asia and South Africa
    and their consequent inclusion as subsidiaries. Operating profit was up 9% at €5 529
    million for the year (2002: €5 091 million) and the operating margin
    increased to 12.9% (2002: 10.4%), with a significant contribution from lower
    net exceptional charges. Operating profit BEIA was 4% lower at €6 772
    million, compared with €7 054 million in 2002. Operating margin BEIA
    improved strongly from 14.5% in 2002 to 15.8% despite an increase in brand
    investment; this was achieved through improved gross margins and lower overheads
    as a result of the Path to Growth savings programmes. These improvements
    were more than offset by the strengthening of the euro. Group operating profit
    BEIA was €6 719 million (2002: €6 959 million). Amortisation of goodwill and intangible assets
    was €1 143 million compared with €1 261 million in 2002. The
    decrease was mainly due to the strengthening of the euro in 2003. Net exceptional charges included in operating
    profit for the year were €100 million (2002: €702 million), which
    included €470 million of restructuring investment costs and a net credit
    for the profit and losses on disposals of €370 million. The restructuring
    costs primarily related to Path to Growth initiatives, and the continued
    integration of Bestfoods. Associated costs of €121 million were included
    within operating profit BEIA for the year (2002: €191 million). Group operating profit increased by 10% to €5
    483 million. Net interest cost, excluding pensions interest,
    fell to €847 million from €1 173 million in 2002 as a result
    of the lower overall level of net debt and the positive impact of currency
    movement on the cost of our US dollar-based debt. The net interest cover
    for the year was 6.7 times compared with 4.5 times in 2002. The adjusted
    net interest cover on the basis of adjusted EBITDA was 9.5 times (2002: 7.0
    times). The pension net interest charge for the year was €166 million
    compared with a net interest credit of €108 million in 2002. This change
    reflected a lower expected return on pension assets for 2003 as a result
    of lower asset values following the weak stock market performance in 2002. The Groups effective tax rate on profit
    was 33.6% for the year (2002: 39.6%) and reflected the non-tax-deductibility
    of Bestfoods goodwill amortisation. The underlying tax rate for the year,
    before exceptional items and amortisation, was 29% compared with 30% last
    year, with sustained benefits flowing from the Path to Growth programme.


Minority interests decreased by 20% to €249
    million (2002: €312 million). This decrease was due to the one-off
    change in fiscal policy, which positively affected local shareholders in
    India in 2002. Net profit rose by 29% to €2 762 million
    with lower exceptional charges and the improvements in operating margin,
    interest and tax more than offsetting the negative impact of exchange rates.
    Combined earnings per share increased by 32% and combined earnings per share
    BEIA increased by 2%. Return on invested capital for the year was
    12.5%, up from 9.8% in 2002. The progress was the result of improved operating
    margins arising from Bestfoods synergy benefits and additional procurement
    and restructuring savings. Our capital base was also reduced by further rationalisation
    and disposal of capital intensive production facilities. Acquisitions
      and disposals AcquisitionsThere were no material acquisitions during
  2004. On 18 February 2003, we announced an agreement
    to acquire the remaining unheld shares in CPC/Aji Asia, a joint venture with
    operations in six countries, from Ajinomoto Co. Inc., Japan, for a total
    of US $381 million (€338 million). Under this agreement, the remaining
    outstanding shares were purchased as planned in March 2004. Unilever had
    full management control of the business with effect from 25 March 2003. On 14 October 2003, we announced the creation
    of Pepsi Lipton International, a 50:50 joint venture between Unilever and
    Pepsico, to market and distribute ready-to-drink tea in several international
    markets outside North America. This business started trading on 1 January
    2004, and the scope of the joint venture was expanded to include some additional
    territories during the year. DisposalsIn
    2004 we disposed of more than 20 businesses with total turnover in excess
    of €700 million. Significant disposals
    included the sale of certain household care brands in North America, our
    edible oils business under the Capullo, Inca and Mazola brands in Mexico,
    the Dalda brand in Pakistan and the sale of our European frozen pizza and
    baguette business. Our chemicals business in India (Hindustan Lever Chemicals)
    was merged with Tata Chemicals. Our joint venture with Jerónimo Martins
  in Portugal agreed to acquire our Bestfoods Portugal business. In 2003, we disposed of 50 businesses with
    a total turnover of approximately €1 130 million.




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Financial review(continued)



In 2003, the principal disposals were Ambrosia
    in the United Kingdom, John West in Australasia, cheese businesses in Austria
    and Germany and the Pamol oil business in Malaysia. Various trademarks were
    also sold as part of our Path to Growth strategy, including Brut in the US
    and Latin America and a number of oral care brands in the US. For further information on the impact of acquisitions
    and disposals refer also to the cash flow section of the Financial Review
    on page 22 and to note 26 on page 134. 2004 Dividends
      and market capitalisationThe
      proposed final dividend of €1 .26
    per €0.51 share brings the dividends paid and proposed on the NV ordinary
    capital to €1 .89 per €0.51 share (2003: €1 .74), an increase
    of 9% per share. The proposed final dividend of 12.82p per 1.4p share brings
    the dividends paid and proposed on the PLC ordinary capital to 19.15p per
    1.4p share (2003: 18.08p), an increase of 6% per share. The ratio of dividends
    to profit attributable to ordinary shareholders was 98.2% (2003: 61.5%).
    Unilevers combined market capitalisation at 31 December 2004 was €49.3
    billion (2003: €51.1 billion). Balance
      sheetDuring 2004, net debt decreased
      to €9
    663 million (2003: €12 555 million). This was due to strong operating
    cash flow, the proceeds of business disposals and the favourable effect of
    currency movements. Borrowings at the end of 2004 totalled €12 048
    million (2003: €15 900 million). Taking into account the various cross
    currency swaps and other derivatives, 58% (2003: 51%) of Unilevers
    borrowings were in US dollars, and 15% (2003: 30%) in euros, with the remainder
    spread over a large number of other currencies. Further details of the currency
    analysis are given in note 15 on page 118. Long-term borrowings decreased by €1 573 million to €6 893 million at the end of 2004. At the end of 2004,
    short-term borrowings were €5 155 million (2003: €7 434 million),
    including €1 898 million of long-term debt coming to within a year
    of maturity at the year end. At the end of 2004, 63% of the long-term debt
    is repayable within five years (2003: 66%). Unilever has committed credit facilities in
    place to support its commercial paper programmes and for general corporate
    purposes. The undrawn committed credit facilities in place at the end of
    2004 were: bilateral committed credit facilities totalling US $3 937 million,
    bilateral notes commitments totalling US $200 million and bilateral money
    market commitments totalling US $2 080 million. Further details regarding
    these facilities are given in note 15 on page 119. During 2004, a total of €843 million
    was raised through term financing. This mainly consisted of bank loans in
    China for an equivalent of €121 million, a series of bank loans and
    a private note placement in Japan totalling an equivalent of €569 million
    and an equivalent of €130 million in the Philippines. Unilever is satisfied that its financing arrangements
    are adequate to meet its working capital needs for the foreseeable future.


Unilevers contractual obligations at
    the end of 2004 included capital expenditure commitments, borrowings, lease
    commitments and other commitments. A summary of certain contractual obligations
    at 31 December 2004 is provided in the table below. Further details are set
    out in the following notes to the accounts: note 10 on page 114, note 15
    on page 118 and note 25 on page 134. Details on derivatives are given in
    note 16 on pages 120 and 121. Contractual obligations at 31 December
      2004 € million
    
    € million
    
    € million
    
    € million
    
    € millionDue
    
    
    
    
    
    Due inwithin
    
    Due in
    
    Due in
    
    overTotal
    
    one year
    
    1-3 years
    
    3-5 years
    
    5 yearsLong-term debt
    
    8 791
    
    1 898
    
    3 808
    
    528
    
    2 557Operating leaseobligations
    
    1 895
    
    334
    
    530
    
    424
    
    607Purchase obligations(a)
    
    218
    
    139
    
    62
    
    2
    
    15Finance leases
    
    285
    
    55
    
    102
    
    53
    
    75Other long-termcommitments
    
    746
    
    152
    
    361
    
    55
    
    178(a) Raw and packaging materials and finished
    goods. Cash and current investments at the end of
    2004 totalled €2 603 million (2003: €3 345 million); these
    funds were held in euros (77%), sterling (1%), US dollars (2%), Indian rupee
    (6%)
    and other currencies (14%). The funds are mainly to support day-to-day needs
    and are predominantly invested in short-term bank deposits and high-grade
    marketable securities. Further details of the currency analysis are given
    in note 14 on page 117. In 2004, pension liabilities less plan assets
    (after allowing for deferred tax) amounted to €3 918 million (2003: €3
    759 million). Profit retained reduced slightly from €6 190 million to €6 097 million after accounting for dividends (€1 843 million) and a currency retranslation gain of €83 million. The
    main components of the decline were the actuarial losses net of investment
    returns on pension plans of €454 million net of tax, offset by a gain
    of €222 million in respect of the reversal of the non-cash share option
    costs recorded in operating profit. Total capital and reserves decreased to €5
    534 million (2003: €5 920 million), reflecting the above movements
    in profit retained together with a €324 million cost arising on the
    change in book value of shares or certificates held to meet share options.
    On the face of the balance sheet on page 101, an analysis is given indicating
    how consolidated capital and reserves are attributed to NV and PLC. PLC currently
    has negative consolidated reserves; this arises largely because of an accounting
    policy of writing off goodwill arising in previous years; these write-offs
    do not have an impact on distributable reserves. In November 2001, NV entered into a forward
    purchase contract with a counterparty bank to buy 10 000 000 PLC shares at
    559p per share in November 2006 to meet the obligation to employees under
    share option plans. If the PLC share price falls by more than 5% below 559p,
    cash collateral for the difference must be placed with the counterparty bank.
    At year end, €24 million of collateral had been placed with counterparties.




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Financial review(continued)



Off-balance sheet arrangementsWe have conducted a review of our contractual
    arrangements with potential variable interest entities (VIEs) as defined
    under US generally accepted accounting principle FIN 46R. This review confirmed
    that there are no significant VIE relationships which are not already appropriately
reflected in the accounts. Further details are given on page 159. Cash
      flowCash flow from operating
      activities increased by €73 million to €6 853 million. Lower
      group operating profit BEIA and increased contributions to pension funds
      were offset by reduced
    working capital levels. Returns on investment and servicing of finance
    cash outflows were €373 million lower as a result of reduced interest
    cost and higher dividends paid to minority shareholders in the comparative
    period. The drivers of lower interest costs were reduced debt levels and
    lower interest rates. Net capital expenditure and financial investment
    was at a similar level to the prior year, which included a €234 million
    cash inflow from the sale of a fixed rate investment. Net cash inflows from
    acquisition and disposals were €306 million lower than in 2003. Ungeared free cash flowOur
    ungeared free cash flow delivery in 2004 was strong at €4 856 million.
    However, this reflects a low tax rate and the effects of various non-cash
    provisions, such asSlimFastand
    other exceptional charges. A more representative base would be €4.2
    billion. A definition of this measure and its reconciliation to cash flow
    from group operating activities can be found on page 6. The strong cash flow
    together with the weaker US dollar enabled net debt to be reduced to €9.7
    billion at current exchange rates. This has enabled an increased dividend
payout for 2004 and the announcement of a share buy-back programme for 2005. Finance
      and liquidityUnilever aims to
      be in the top third of a reference group for Total Shareholder Return of
      21 international consumer
    goods companies, as explained below. The Groups financial strategy
    supports this objective and provides the financial flexibility to meet its
    strategic and day-to-day needs. The key elements of the financial strategy
    are: 
    Appropriate access to equity
        and debt capital;
    Sufficient flexibility for
        tactical acquisitions;
    A1/P1 short-term credit rating;
    Sufficient resilience against
        economic turmoil; and
    Optimal weighted average
        cost of capital, given the constraints above. An adjusted EBITDA net interest cover greater
    than 8 times is consistent with this strategy. An interest cover below this
    level is acceptable for a period following major acquisitions. The definition and further details on the
    net interest cover ratios are given on page 6, 149 and 151.


Unilever concentrates cash in the parent and
    finance companies in order to ensure maximum flexibility in meeting changing
    business needs. Operating subsidiaries are financed through the mix of retained
    earnings, third-party borrowings and loans from parent and group financing
    companies that is most appropriate to the particular country and business
    concerned. Unilever maintains access to global debt markets through an infrastructure
    of short-term debt programmes (principally US domestic and euro commercial
    paper programmes) and long-term debt programmes (principally a US Shelf registration
    and euromarket Debt Issuance Programme). Debt in the international markets
    is, in general, issued in the name of NV, PLC or Unilever Capital Corporation.
    NV and PLC will normally guarantee such debt where they are not the issuer. TreasuryUnilever
    Treasurys mission is to ensure
    that Unilever maintains the financial flexibility necessary to execute its
    business strategies and create shareholder value. Unilever Treasurys
    role is to ensure that appropriate financing is always available for all
    value-creating investments. Additionally, Treasury delivers financial services
    to allow operating companies to manage their financial transactions and exposures
  in an efficient, timely and low-cost manner. Unilever Treasury operates as a service centre
    and is governed by policies and plans agreed by the Executive Committee.
    In addition to policies, guidelines and exposure limits, a system of authorities
    and extensive independent reporting covers all major areas of activity. Performance
    is monitored closely. Reviews are undertaken by the corporate internal audit
    function. The key financial instruments used by Unilever
    are short- and long-term borrowings, cash and other fixed and current investments
    and certain straightforward derivative instruments, principally comprising
    interest rate swaps and foreign exchange contracts. The accounting for derivative
    instruments is discussed in Accounting information and policies on page 98.
    The use of leveraged instruments is not permitted. Other relevant disclosures are given in notes
    15 and 16 on pages 118 to 121. Unilever Treasury manages a variety of market
    risks, including the effects of changes in foreign exchange rates, interest
    rates and credit spreads. Further details of the management of these risks
    are given on page 51.




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Financial review(continued)



Pensions investment strategyThe
    Groups investment strategy in respect
    of its funded pension 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 company of the benefits provided. To achieve this, investments are well
    diversified, such that the failure of any single investment would not have
    a material impact on the overall level of assets. The plans invest the largest
    proportion of the assets in equities which the Group believes offer the best
    returns over the long term commensurate with an acceptable level of risk.
    The Group also keeps a proportion of assets invested in property, bonds and
    cash. Most assets are managed by a number of external fund managers with
a small proportion managed in-house. Total
      Shareholder ReturnTotal Shareholder
      Return (TSR) is a concept used to compare the performance of different
      companies stocks and shares
    over time. It combines share price appreciation and dividends paid to show
    the total return to the shareholder. The absolute level of the TSR will vary
    with stock markets, but the relative position reflects the market perception
    of overall performance relative to a reference group. Unilever calculates TSR over a three-year
    rolling period. This period is sensitive enough to reflect changes but long
    enough to smooth out short-term volatility. The return is expressed in US
    dollars, based on the equivalent US dollar share price for NV and PLC. US
    dollars were chosen to facilitate comparison with companies in Unilevers
    chosen reference group. The choice of currency affects the absolute TSR but
    not the relative ranking. Unilevers TSR target is to be in the
    top third of a reference group of 21 international consumer goods companies
    on a three-year rolling basis. At the end of 2003 we were positioned 6th,
    and at the end of 2004 the ranking was 13th. In 2004, the following companies
    formed the peer group of comparative companies: Altria Group
    KaoAvon
    LionBeiersdorf
    LOréalCadbury Schweppes
    NestléClorox
    OrklaCoca-Cola
    PepsicoColgate
    Procter & GambleDanone
    Reckitt BenckiserGillette
    Sara LeeHeinz
    Shiseido


Unilevers position relative to the
      TSR reference group  The reference group, including Unilever, consists
    of 21 companies. Unilevers position is based on TSR over a three-year
    rolling period. Significant
      changesAny important developments and post-balance
    sheet events that have occurred since 31 December 2004 have been noted in
    this Annual Report and Accounts 2004. Otherwise, there have been no significant
    changes since 31 December 2004.




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      Report and Accounts 200423

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Operating review by category  FoodsFinancial overview



|2004 results compared with 2003               | € million  |   | € million |   | € million  |   | € million  |   | %             |  | %          | 
|--------------------------------------------- | ---------- | - | --------- | - | ---------- | - | ---------- | - | ------------- |  | ---------- | 
|                                              |            |   | Exchange  |   |            |   |            |   | Change at     |  | Change at  | 
|                                              | 2004 at    |   | rate      |   | 2004 at    |   | 2003 at    |   | actual        |  | constant   | 
|                                              | 2003 rates |   | effects   |   | 2004 rates |   | 2003 rates |   | current rates |  | 2003 rates | 
|                                              |            |   |           |   |            |   |            |   |               |  |            | 
|Group turnover                                | 23 291     |   | (761      | ) | 22 530     |   | 23 971     |   | (6)%          |  | (3)%       | 
|Group operating profit                        | 1 267      |   |          |   | 1 267      |   | 2 648      |   | (52)%         |  | (52)%      | 
|                                              |            |   |           |   |            |   |            |   |               |  |            | 
|                                              |            |   |           |   |            |   |            |   |               |  |            | 
|Turnover                                      | 23 480     |   | (770      | ) | 22 710     |   | 24 200     |   | (6)%          |  | (3)%       | 
|                                              |            |   |           |   |            |   |            |   |               |  |            | 
|Operating profit BEIA                         | 3 632      |   | (113      | ) | 3 519      |   | 3 900      |   | (10)%         |  | (7)%       | 
|Exceptional items                             | (1 205     | ) | 57        |   | (1 148     | ) | (91        | ) |               |  |            | 
|Amortisation  goodwill and intangible assets | (1 117     | ) | 54        |   | (1 063     | ) | (1 115     | ) |               |  |            | 
|                                              |            |   |           |   |            |   |            |   |               |  |            | 
|Operating profit                              | 1 310      |   | (2        | ) | 1 308      |   | 2 694      |   | (51)%         |  | (51)%      | 
|                                              |            |   |           |   |            |   |            |   |               |  |            | 
|Operating margin                              | 5.6%       |   |           |   | 5.8%       |   | 11.1%      |   |               |  |            | 
|Operating margin BEIA                         | 15.5%      |   |           |   | 15.5%      |   | 16.1%      |   |               |  |            | 
|                                              |            |   |          
|                                              |            |   |           |   |            |   |            |   |               |  |            | 

Pages 26 to 33 present a review of performance in each major product category, which are as follows: 
   Savoury and dressings;
   Spreads and cooking products;
   Beverages (previously health & wellness and beverages); and
   Ice cream and frozen foods. Included in the figures for each category are the results of our Unilever Foodsolutions business, which works with caterers, restaurateurs and major hotel and fast-food chains around the world. In 2004, underlying
  sales in this business grew in low single digits, driven by a strong performance in developing and emerging markets. Foods turnover fell by 6% at current rates of exchange, with currency movements contributing a 3% decline. Operating profit fell by 51% and operating profit BEIA declined by 10%, with currency movements having no
effect on the operating profit and contributing a 3% decline to operating profit BEIA. The underlying performance of the business after eliminating these exchange translation effects is discussed below at constant exchange rates. Performance in 2004 was unsatisfactory. Foods turnover declined by 3% with an underlying sales decline of 0.3%. Operating margin BEIA reduced to 15.5% from 16.1% in 2003. This reflected poor ice cream sales in Europe,
higher advertising and promotion expenditure and commodity cost pressures more than offsetting gains from our restructuring and procurement programmes.




In Europe, trading conditions were difficult and the summer was poor for ice cream and ready-to-drink tea. However we also lost market share in a number of categories where our market competitiveness was simply not
  good enough. In contrast, there were good performances in both North America and Latin America, while growth in Asia and Africa was modest. Our Foods business remains committed to driving underlying sales growth and protecting market share. We will do this by further developing our brands to meet emerging consumer vitality needs and strengthening our
competitiveness. We are increasing our marketing resources behind proven initiatives and rolling out new initiatives faster across our markets. By putting Unilevers mission Vitality at the heart, we will meet the changing needs of consumers around the world and in this way create value for all stakeholders in its business. Vitality is creating
differentiation for Unilever and ensuring we make a positive difference to peoples lives. Vitality is becoming more and more embedded in our brands, our products, our innovations, our brand experiences and our people.






24UnileverAnnual Report and Accounts 2004

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Operating review by category  FoodsFinancial overview (continued)

|2003 results compared with 2002               | € million  |   | € million |   | € million  |   | € million  |   | %             |  | %          | 
|--------------------------------------------- | ---------- | - | --------- | - | ---------- | - | ---------- | - | ------------- |  | ---------- | 
|                                              |            |   | Exchange  |   |            |   |            |   | Change at     |  | Change at  | 
|                                              | 2003 at    |   | rate      |   | 2003 at    |   | 2002 at    |   | actual        |  | constant   | 
|                                              | 2002 rates |   | effects   |   | 2003 rates |   | 2002 rates |   | current rates |  | 2002 rates | 
|                                              |            |   |           |   |            |   |            |   |               |  |            | 
|Group turnover                                | 26 212     |   | (2 241    | ) | 23 971     |   | 26 937     |   | (11)%         |  | (3)%       | 
|Group operating profit                        | 2 794      |   | (146      | ) | 2 648      |   | 2 083      |   | 27%           |  | 34%        | 
|                                              |            |   |           |   |            |   |            |   |               |  |            | 
|                                              |            |   |           |   |            |   |            |   |               |  |            | 
|Turnover                                      | 26 470     |   | (2 270    | ) | 24 200     |   | 27 390     |   | (12)%         |  | (3)%       | 
|                                              |            |   |           |   |            |   |            |   |               |  |            | 
|Operating profit BEIA                         | 4 226      |   | (326      | ) | 3 900      |   | 3 885      |   | %            |  | 9%         | 
|Exceptional items                             | (115       | ) | 24        |   | (91        | ) | (489       | ) |               |  |            | 
|Amortisation  goodwill and intangible assets | (1 265     | ) | 150       |   | (1 115     | ) | (1 230     | ) |               |  |            | 
|                                              |            |   |           |   |            |   |            |   |               |  |            | 
|Operating profit                              | 2 846      |   | (152      | ) | 2 694      |   | 2 166      |   | 24%           |  | 31%        | 
|                                              |            |   |           |   |            |   |            |   |               |  |            | 
|Operating margin                              | 10.8%      |   |           |   | 11.1%      |   | 7.9%       |   |               |  |            | 
|Operating margin BEIA                         | 16.0%      |   |           |   | 16.1%      |   | 14.2%      |   |               |  |            | 
|                                              |            |   |          
|                                              |            |   |           |   |            |   |            |   |               |  |            | 

Turnover fell by 12% at current rates of exchange, with currency movements contributing a 9% decline. Operating profit rose by 24% and operating profit BEIA was flat, with currency movements contributing declines of 7%
  and 9% respectively. The underlying performance of the business after eliminating these exchange translation effects is discussed below at constant exchange rates. During 2003, our leading brands grew by 1.2%, while underlying sales grew by 0.4%. Turnover performance was strongest in the ice cream and frozen foods and savoury and dressings categories, recording underlying sales
growth of 2.4% and 1.6% respectively. There was good growth in our ice cream and frozen foods business, particularly helped by excellent weather conditions in Europe.




We recorded good growth in theLipton Ice Teabusiness, again helped by the European weather.SlimFastresults however were heavily affected in many countries by changing consumer tastes
  and dieting choices. Following two years of strong growth, market conditions were less favourable for spreads and cooking products, with an underlying sales decline of 2.9%. Operating margins BEIA improved from 14.2% to 16.0%, primarily reflecting the benefits of Path to Growth savings programmes.




UnileverAnnual
Report and Accounts 200425

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Operating review by category  Foods
Savoury and dressings



|2004 results compared with 2003               | € million  |   | € million |   | € million  |   | € million  |   | %             |  | %          | 
|--------------------------------------------- | ---------- | - | --------- | - | ---------- | - | ---------- | - | ------------- |  | ---------- | 
|                                              |            |   | Exchange  |   |            |   |            |   | Change at     |  | Change at  | 
|                                              | 2004 at    |   | rate      |   | 2004 at    |   | 2003 at    |   | actual        |  | constant   | 
|                                              | 2003 rates |   | effects   |   | 2004 rates |   | 2003 rates |   | current rates |  | 2003 rates | 
|                                              |            |   |           |   |            |   |            |   |               |  |            | 
|Group turnover                                | 8 682      |   | (316      | ) | 8 366      |   | 8 551      |   | (2)%          |  | 2%         | 
|Group operating profit                        | 415        |   | (19       | ) | 396        |   | 475        |   | (17)%         |  | (12)%      | 
|                                              |            |   |           |   |            |   |            |   |               |  |            | 
|                                              |            |   |           |   |            |   |            |   |               |  |            | 
|Turnover                                      | 8 713      |   | (316      | ) | 8 397      |   | 8 609      |   | (2)%          |  | 1%         | 
|                                              |            |   |           |   |            |   |            |   |               |  |            | 
|Operating profit BEIA                         | 1 617      |   | (56       | ) | 1 561      |   | 1 496      |   | 4%            |  | 8%         | 
|Exceptional items                             | (292       | ) | 1         |   | (291       | ) | (110       | ) |               |  |            | 
|Amortisation  goodwill and intangible assets | (908       | ) | 36        |   | (872       | ) | (908       | ) |               |  |            | 
|                                              |            |   |           |   |            |   |            |   |               |  |            | 
|Operating profit                              | 417        |   | (19       | ) | 398        |   | 478        |   | (17)%         |  | (13)%      | 
|                                              |            |   |           |   |            |   |            |   |               |  |            | 
|Operating margin                              | 4.8%       |   |           |   | 4.7%       |   | 5.6%       |   |               |  |            | 
|Operating margin BEIA                         | 18.6%      |   |           |   | 18.6%      |   | 17.4%      |   |               |  |            | 
|                                              |            |   |          
|                                              |            |   |           |   |            |   |            |   |               |  |            | 

|Turnover and underlying sales growth | 2004    |  
|------------------------------------ | ------- | -
|(at constant 2003 rates)             | vs 2003 |  
|                                     |         |  
|Underlying sales growth (%)          | 2.6     |  
|Effect of acquisitions (%)           | 0.3     |  
|Effect of disposals (%)              | (1.7    | )
|Turnover growth (%)                  | 1.2     |  
|                                     |        
|                                     |         |  

Turnover fell by 2% at current rates of exchange, with currency movements contributing a 3% decline. Operating profit fell by 17% and operating profit BEIA grew by 4%, with currency movements contributing a 4% decline
in both cases. The underlying performance of the business after eliminating these exchange translation effects is discussed below at constant exchange rates. We are developing our savoury and dressings brands through products that suit the changing lifestyles of our consumers. We are keeping them relevant through the creation of world-class communication and launches into
new trade channels and markets. Underlying sales grew by 2.6%. Operating margin BEIA improved from 17.4% to 18.6% with our restructuring and procurement programmes more than offsetting commodity cost pressures. Our performance in Europe was mixed. There was strong growth in dressings in Russia and the UK. However this was partly offset by declines for dressings in France and the Netherlands and in savoury in the UK as we
faced a challenging trade environment and intense competition.




In North America,Hellmannsdressings benefited from strong brand activation and an improved go-to-market strategy.
  Excellent results were achieved with ourCarb Optionsdressings, part of a wider range of low-carbohydrate products. This was followed by the launch of chilled side
  dishes under ourCountry Crockbrand across the US towards the end of the year. In Latin America, a cholesterol-freeHellmannsmayonnaise met the growing demand for healthy heart products. NewKnorrsoup ranges were launched in Mexico and Argentina, while in Brazil we launched low unit priceKnorrseasoning cubes, particularly relevant to lower-income consumers. Our olive oil business performed well, with strong results fromBertolliin Germany, the US, Canada and Italy.






26UnileverAnnual Report and Accounts 2004

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Operating review by category  Foods
Savoury and dressings (continued)

|2003 results compared
          with 2002     | € million  |   | € million |   | € million  |   | € million  |   | %             |  | %          | 
|--------------------------------------------- | ---------- | - | --------- | - | ---------- | - | ---------- | - | ------------- |  | ---------- | 
|                                              |            |   | Exchange  |   |            |   |            |   | Change at     |  | Change at  | 
|                                              | 2003 at    |   | rate      |   | 2003 at    |   | 2002 at    |   | actual        |  | constant   | 
|                                              | 2002 rates |   | effects   |   | 2003 rates |   | 2002 rates |   | current rates |  | 2002 rates | 
|                                              |            |   |           |   |            |   |            |   |               |  |            | 
|Group turnover                                | 9 419      |   | (868      | ) | 8 551      |   | 9 272      |   | (8)%          |  | 2%         | 
|Group operating profit                        | 499        |   | (24       | ) | 475        |   | 399        |   | 19%           |  | 25%        | 
|                                              |            |   |           |   |            |   |            |   |               |  |            | 
|                                              |            |   |           |   |            |   |            |   |               |  |            | 
|Turnover                                      | 9 482      |   | (873      | ) | 8 609      |   | 9 503      |   | (9)%          |  | %         | 
|                                              |            |   |           |   |            |   |            |   |               |  |            | 
|Operating profit BEIA                         | 1 642      |   | (146      | ) | 1 496      |   | 1 483      |   | 1%            |  | 11%        | 
|Exceptional items                             | (124       | ) | 14        |   | (110       | ) | 8          |   |               |  |            | 
|Amortisation  goodwill and intangible assets | (1 016     | ) | 108       |   | (908       | ) | (1 064     | ) |               |  |            | 
|                                              |            |   |           |   |            |   |            |   |               |  |            | 
|Operating profit                              | 502        |   | (24       | ) | 478        |   | 427        |   | 12%           |  | 18%        | 
|                                              |            |   |           |   |            |   |            |   |               |  |            | 
|Operating margin                              | 5.3%       |   |           |   | 5.6%       |   | 4.5%       |   |               |  |            | 
|Operating margin BEIA                         | 17.3%      |   |           |   | 17.4%      |   | 15.6%      |   |               |  |            | 
|                                              |            |   |          
|                                             

|Turnover and underlying sales growth | 2003    |  
|------------------------------------ | ------- | -
|(at constant 2002 rates)             | vs 2002 |  
|                                     |         |  
|Underlying sales growth (%)          | 1.6     |  
|Effect of acquisitions (%)           | 1.6     |  
|Effect of disposals (%)              | (3.3    | )
|Turnover growth (%)                  | (0.2    | )
|                                     |        



Turnover fell by 9% at current rates of exchange, with currency movements contributing a 9% decline. Operating profit grew by 12% and operating profit BEIA grew by 1%, with currency movements contributing a 6% and 10%
decline respectively. The underlying performance of the business after eliminating these exchange translation effects is discussed below at constant exchange rates.  Unilevers world leadership of both the savoury and dressings foods categories was maintained. The rate of growth in savoury slowed in 2003, partially due to a hot summer in Europe and weakness in food service
markets in the first half of the year. Brazil had a strong performance where theCicamigration toKnorrwent well, substantially improving overall growth. Elsewhere, innovations responsive to consumer needs sparked growth. The success of wet soups in France continued, withKnorrgrowing and riding the ready-to and Good For You wave.LiptonAsian side dish innovations in the US helped
regain category leadership, while theKnorr Cubitosseasonings in Latin America was a fine example of the creative use of technology to target low-income
consumers.




Knorrfrozen gained momentum, having an established presence in seven markets in Europe and with turnover exceeding €100 million. Dressings had a good year, with strong performances in Europe and the US. Results reflect good share performance in core markets and the positive impact of innovations. Category growth was driven byHellmanns, CalvéandAmora. Hellmannsbenefited in key countries, particularly the UK and Ireland, from a successful launch of snack sauces, strong promotional activity and favourable weather.Calvéwas driven by good performance in Russia, based on the continued relaunch of mayonnaise and ketchup. In North America, results were driven by a strongHellmannsperformance in a robust mayonnaise market, helped by additional
promotional investment.






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Operating review by category  Foods
Spreads and cooking products



|2004 results compared with 2003               | € million  |   | € million |   | € million  |   | € million  |   | %             |  | %          | 
|--------------------------------------------- | ---------- | - | --------- | - | ---------- | - | ---------- | - | ------------- |  | ---------- | 
|                                              |            |   | Exchange  |   |            |   |            |   | Change at     |  | Change at  | 
|                                              | 2004 at    |   | rate      |   | 2004 at    |   | 2003 at    |   | actual        |  | constant   | 
|                                              | 2003 rates |   | effects   |   | 2004 rates |   | 2003 rates |   | current rates |  | 2003 rates | 
|                                              |            |   |           |   |            |   |            |   |               |  |            | 
|Group turnover                                | 4 724      |   | (115      | ) | 4 609      |   | 4 977      |   | (7)%          |  | (5)%       | 
|Group operating profit                        | 621        |   | (13       | ) | 608        |   | 782        |   | (22)%         |  | (21)%      | 
|                                              |            |   |           |   |            |   |            |   |               |  |            | 
|                                              |            |   |           |   |            |   |            |   |               |  |            | 
|Turnover                                      | 4 759      |   | (115      | ) | 4 644      |   | 5 028      |   | (8)%          |  | (5)%       | 
|                                              |            |   |           |   |            |   |            |   |               |  |            | 
|Operating profit BEIA                         | 781        |   | (15       | ) | 766        |   | 865        |   | (11)%         |  | (10)%      | 
|Exceptional items                             | (81        | ) | (4        | ) | (85        | ) | (2         | ) |               |  |            | 
|Amortisation  goodwill and intangible assets | (72        | ) | 6         |   | (66        | ) | (74        | ) |               |  |            | 
|                                              |            |   |           |   |            |   |            |   |               |  |            | 
|Operating profit                              | 628        |   | (13       | ) | 615        |   | 789        |   | (22)%         |  | (20)%      | 
|                                              |            |   |           |   |            |   |            |   |               |  |            | 
|Operating margin                              | 13.2%      |   |           |   | 13.3%      |   | 15.7%      |   |               |  |            | 
|Operating margin BEIA                         | 16.4%      |   |           |   | 16.5%      |   | 17.2%      |   |               |  |            | 
|                                              |            |   |          
|                                             

|Turnover and underlying sales growth | 2004    |  
|------------------------------------ | ------- | -
|(at constant 2003 rates)             | vs 2003 |  
|                                     |         |  
|Underlying sales growth (%)          | 1.6     |  
|Effect of acquisitions (%)           | 0.4     |  
|Effect of disposals (%)              | (7.2    | )
|Turnover growth (%)                  | (5.4    | )
|                                     |        
|                                     |         |  

Turnover fell by 8% at current rates of exchange, with currency movements contributing a 3% decline. Operating profit fell by 22% and operating profit BEIA declined by 11%, with currency movements contributing a 2% and
1% decline respectively. The underlying performance of the business after eliminating these exchange translation effects is discussed below at constant exchange rates. Underlying sales grew by 1.6% with strong momentum in the second half of the year. Operating margin BEIA declined to 16.4% as we increased advertising and promotion behind innovations such as dairy cream alternatives
and the extension of our healthy heart range. These brands were strengthened further with the successful launch ofBecel/Flora proactivmilk drinks and yoghurts in a number of European markets and continued to gain share in spreads. There were also good performances by well-established brands likeRamaandBlue Bandfollowing the extension into the range ofFinessecooking creams at the end of 2003.




In North AmericaCountry Crockproduced excellent results, while the launch ofCarb Options
  Skippypeanut butter is now being followed by an extension into snack bars. In Turkey, there were good results forBecel, but significant price reductions on ourSanabrand to defend our market volume meant a decline in sales. Overall growth in the category was held back by lower sales of tail brands which are being managed for value and in which investment is low.






28UnileverAnnual Report and Accounts 2004

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Operating review by category  Foods
Spreads and cooking products (continued)



|2003 results compared
            with 2002   | € million            |   | € million |   | € million            |   | € million            |   | %                       |  | %                    | 
|--------------------------------------------- | -------------------- | - | --------- | - | -------------------- | - | -------------------- | - | ----------------------- |  | -------------------- | 
|                                              |                      |   | Exchange  |   |                      |   |                      |   | Change
          at     |  | Change
          at  | 
|                                              | 2003
          at    |   | rate      |   | 2003
          at    |   | 2002
          at    |   | actual                  |  | constant             | 
|                                              | 2002
          rates |   | effects   |   | 2003
          rates |   | 2002
          rates |   | current
          rates |  | 2002
          rates | 
|                                              |                      |   |           |   |                      |   |                      |   |                         |  |                      | 
|Group turnover                                | 5 366                |   | (389      | ) | 4 977                |   | 6 145                |   | (19)%                   |  | (13)%                | 
|Group operating profit                        | 806                  |   | (24       | ) | 782                  |   | 768                  |   | 2%                      |  | 5%                   | 
|                                              |                      |   |           |   |                      |   |                      |   |                         |  |                      | 
|                                              |                      |   |           |   |                      |   |                      |   |                         |  |                      | 
|Turnover                                      | 5 419                |   | (391      | ) | 5 028                |   | 6 216                |   | (19)%                   |  | (13)%                | 
|                                              |                      |   |           |   |                      |   |                      |   |                         |  |                      | 
|Operating profit BEIA                         | 911                  |   | (46       | ) | 865                  |   | 967                  |   | (10)%                   |  | (6)%                 | 
|Exceptional items                             | (9                   | ) | 7         |   | (2                   | ) | (161                 | ) |                         |  |                      | 
|Amortisation  goodwill and intangible assets | (89                  | ) | 15        |   | (74                  | ) | (19                  | ) |                         |  |                      | 
|                                              |                      |   |           |   |                      |   |                      |   |                         |  |                      | 
|Operating profit                              | 813                  |   | (24       | ) | 789                  |   | 787                  |   | %                      |  | 3%                   | 
|                                              |                      |   |           |   |                      |   |                      |   |                         |  |                      | 
|Operating margin                              | 15.0%                |   |           |   | 15.7%                |   | 12.7%                |   |                         |  |                      | 
|Operating margin BEIA                         | 16.8%                |   |           |   | 17.2%                |   | 15.5%                |   |                         |  |                      | 
|                                              |                      |   |           |   |                      |   |                      |   |                         |  |                      | 
|                                             

|Turnover and underlying sales growth | 2003    |   | 
|------------------------------------ | ------- | - | 
|(at constant 2002 rates)             | vs 2002 |   | 
|                                     |         |   | 
|Underlying sales growth (%)          | (2.9    | ) | 
|Effect of acquisitions (%)           | 0.7     |   | 
|Effect of disposals (%)              | (10.9   | ) | 
|Turnover growth (%)                  | (12.8   | ) | 
|                                     |         |   | 
|                                     |         |   | 

Turnover fell by 19% at current rates of exchange, with currency movements contributing a 6% decline. Operating profit was flat and operating profit BEIA fell by 10%, with currency movements contributing declines of 3%
and 4% respectively. The underlying performance of the business after eliminating these exchange translation effects is discussed below at constant exchange rates. 2003 was a tough year for the margarine category due to relatively low butter prices in key markets, and the adverse impact on bread consumption driven by a strong consumer trend towards low-carbohydrate diets in the
US and UK. However, we maintained our market shares in key countries. Becel/Flora,our healthy heart spreads brands, continued to grow on the strength ofproactiv, which grew strongly during 2003.




Sustained product efficacy endorsement by key opinion formers and healthcare professionals was key to continued momentum. The unique partnership ofBecel/Florawith the World Heart Federation helped increase awareness on how lowering cholesterol can contribute to a healthy lifestyle. Rama/Blue Bandhad a difficult start to the year due to severe price pressures mainly in Europe. The launch of dairy cream alternatives in several countries in Europe and
Latin America in the fourth quarter progressed well. Innovation continued to be the key driver of growth in this category. Examples of adapting to local taste and storage conditions were evident in the launch of ambient stable margarines and sweet spreads in Africa and
savoury spreads in Latin America.




UnileverAnnual
      Report and Accounts 2004     29

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Operating review by category  Foods
Beverages





|                                              |            |   |           |   |            |   |            |   |               |  |            | 
|--------------------------------------------- | ---------- | - | --------- | - | ---------- | - | ---------- | - | ------------- |  | ---------- | 
|2004 results compared with 2003               | € million  |   | € million |   | € million  |   | € million  |   | %             |  | %          | 
|                                              |            |   | Exchange  |   |            |   |            |   | Change at     |  | Change at  | 
|                                              | 2004 at    |   | rate      |   | 2004 at    |   | 2003 at    |   | actual        |  | constant   | 
|                                              | 2003 rates |   | effects   |   | 2004 rates |   | 2003 rates |   | current rates |  | 2003 rates | 
|                                              |            |   |           |   |            |   |            |   |               |  |            | 
|Group turnover                                | 3 253      |   | (161      | ) | 3 092      |   | 3 449      |   | (10)%         |  | (6)%       | 
|Group operating profit                        | (470       | ) | 53        |   | (417       | ) | 367        |   | (213)%        |  | (228)%     | 
|                                              |            |   |           |   |            |   |            |   |               |  |            | 
|                                              |            |   |           |   |            |   |            |   |               |  |            | 
|Turnover                                      | 3 376      |   | (170      | ) | 3 206      |   | 3 569      |   | (10)%         |  | (5)%       | 
|                                              |            |   |           |   |            |   |            |   |               |  |            | 
|Operating profit BEIA                         | 409        |   | (19       | ) | 390        |   | 527        |   | (26)%         |  | (22)%      | 
|Exceptional items                             | (731       | ) | 60        |   | (671       | ) | (11        | ) |               |  |            | 
|Amortisation  goodwill and intangible assets | (114       | ) | 10        |   | (104       | ) | (113       | ) |               |  |            | 
|                                              |            |   |           |   |            |   |            |   |               |  |            | 
|Operating profit/(loss)                       | (436       | ) | 51        |   | (385       | ) | 403        |   | (195)%        |  | (208)%     | 
|                                              |            |   |           |   |            |   |            |   |               |  |            | 
|Operating margin                              | (12.9)%    |   |           |   | (12.0)%    |   | 11.3%      |   |               |  |            | 
|Operating margin BEIA                         | 12.1%      |   |           |   | 12.2%      |   | 14.8%      |   |               |  |            | 
|                                              |            |   |           |   |            |   |            |   |               |  |            | 
|                                             
|

|Turnover and underlying sales growth | 2004    |   | 
|------------------------------------ | ------- | - | 
|(at constant 2003 rates)             | vs 2003 |   | 
|                                     |         |   | 
|Underlying sales growth (%)          | (3.9    | ) | 
|Effect of acquisitions (%)           | 0.2     |   | 
|Effect of disposals (%)              | (1.8    | ) | 
|Turnover growth (%)                  | (5.4    | ) | 
|                                     |         |   | 
|                                     |         |   | 

Turnover fell by 10% at current rates of exchange, with currency movements contributing a 5% decline. Operating profit moved from a profit position in 2003 to a loss position in 2004, a change of 195%, and operating
profit BEIA declined by 26%, with currency movements contributing a 13% increase and a 4% decline respectively. The underlying performance of the business after eliminating these exchange translation effects is discussed below at constant exchange
rates. Our beverages business performed below par in 2004, with an underlying sales decline of 3.9%. Operating margin BEIA declined from 14.8% to 12.1%, the decline being primarily attributable to the cost of reorganising the
production facilities forSlimFast. Growth in leaf tea and good progress withAdeSsoy-based drinks were more than offset by declines in ready-to-drink tea and
SlimFast. In Europe, poor summer weather resulted in reduced sales of our ready-to-drinkLipton Ice Tearange. However, leaf teas performed
considerably better. The launch ofLipton Ice Tea GreenandLiptongreen leaf teas
established the brand as the market leader in green tea, while difficult trading conditions impacted negatively on the UK and Ireland, two of our biggest tea markets in Europe.




In Asia,Brooke Bondtea in India andSariwangiin
Indonesia both grew strongly. In China we introducedLiptonAsian tea bags andLipton Milk Teapowders. However, it was a difficult year for tea in Pakistan, which faced increased promotional activity by local competition. Our Pepsi Lipton International joint venture, launched in 2003 to accelerate our growth in under-developed ready-to-drink tea markets, is producing strong results. Our health and wellness brands, largely made up ofSlimFast, were hard hit by rapidly changing dieting preferences. In the first half of the year we stabilised market share with the launch of a low-carb range. Towards the end of the year we relaunched the entireSlimFastportfolio in the US, with improved formulations which include up to 55% less
sugar content. The weight-management category in North America declined significantly during the second half of 2004. Our review of the carrying value ofSlimFastgoodwill resulted in an impairment charge of €650 million (€591 million at current rates of exchange) being taken in the
fourth quarter. AdeS, our nutritional soy-based drink, continued to grow strongly in Argentina, Mexico and Brazil and the product range was extended with the launch ofAdeS Yofresh, a soy-based alternative to yoghurt drinks.




30UnileverAnnual Report and Accounts 2004

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Operating review by category  Foods
Beverages (continued)



|2003 results compared with 2002               | € million  |   | € million |   | € million  |   | € million  |   | %             |  | %          | 
|--------------------------------------------- | ---------- | - | --------- | - | ---------- | - | ---------- | - | ------------- |  | ---------- | 
|                                              |            |   | Exchange  |   |            |   |            |   | Change at     |  | Change at  | 
|                                              | 2003 at    |   | rate      |   | 2003 at    |   | 2002 at    |   | actual        |  | constant   | 
|                                              | 2002 rates |   | effects   |   | 2003 rates |   | 2002 rates |   | current rates |  | 2002 rates | 
|                                              |            |   |           |   |            |   |            |   |               |  |            | 
|Group turnover                                | 3 910      |   | (461      | ) | 3 449      |   | 4 064      |   | (15)%         |  | (4)%       | 
|Group operating profit                        | 413        |   | (46       | ) | 367        |   | 347        |   | 6%            |  | 19%        | 
|                                              |            |   |           |   |            |   |            |   |               |  |            | 
|                                              |            |   |           |   |            |   |            |   |               |  |            | 
|Turnover                                      | 4 052      |   | (483      | ) | 3 569      |   | 4 215      |   | (15)%         |  | (4)%       | 
|                                              |            |   |           |   |            |   |            |   |               |  |            | 
|Operating profit BEIA                         | 603        |   | (76       | ) | 527        |   | 602        |   | (12)%         |  | %         | 
|Exceptional items                             | (11        | ) |          |   | (11        | ) | (99        | ) |               |  |            | 
|Amortisation  goodwill and intangible assets | (137       | ) | 24        |   | (113       | ) | (120       | ) |               |  |            | 
|                                              |            |   |           |   |            |   |            |   |               |  |            | 
|Operating profit                              | 455        |   | (52       | ) | 403        |   | 383        |   | 5%            |  | 19%        | 
|                                              |            |   |           |   |            |   |            |   |               |  |            | 
|Operating margin                              | 11.2%      |   |           |   | 11.3%      |   | 9.0%       |   |               |  |            | 
|Operating margin BEIA                         | 14.9%      |   |           |   | 14.8%      |   | 14.3%      |   |               |  |            | 
|                                              |            |   |           |   |            |   |            |   |               |  |            | 
|                                             
|

|Turnover and underlying sales growth | 2003    |   | 
|------------------------------------ | ------- | - | 
|(at constant 2002 rates)             | vs 2002 |   | 
|                                     |         |   | 
|Underlying sales growth (%)          | (1.7    | ) | 
|Effect of acquisitions (%)           | 0.4     |   | 
|Effect of disposals (%)              | (2.5    | ) | 
|Turnover growth (%)                  | (3.9    | ) | 
|                                     |         |   | 
|                                     |         |   | 

Turnover fell by 15% at current rates of exchange, with currency movements contributing an 11% decline. Operating profit grew by 5% and operating profit BEIA fell by 12%, with currency movements contributing a 14% and
12% decline respectively. The underlying performance of the business after eliminating these exchange translation effects is discussed below at constant exchange rates. In 2003, we encountered many challenges with theSlimFastbrand while other parts of the health and wellness category performed well. Turnover ofSlimFastdeclined by 21% as
the entire weight-loss category was hit by a shift in consumer preferences towards low-carbohydrate products. The impact was especially pronounced in the US, the largest market forSlimFast.SlimFastresponded by focusing on theSlimFastPlan as a proven and effective weight-loss programme with an expanded range of products, including pasta and soups. Low-carbohydrate and high-protein products were also launched at the end of 2003.




AdeS, our healthy, nutritious drink had another very strong year in Latin America. Liptonhad an excellent year with underlying sales growth of 8%.Liptoncontinued to build
on its natural vitality positioning providing healthy, refreshing beverages, including a wide range of leaf tea offerings and ready-to-drinkLipton Ice Tea. Growth was particularly strong in Europe, where hot summer weather provided ideal market conditions forLipton Ice Tea. LiptonBrewed
Ice Tea was a very successful new innovation launched byUBF Foodsolutionsin the US as we continued to buildLiptonin the out-of-home segment. An improved marketing mix forLipton Green in both a cold and hot format  was
successfully launched in Europe and extendedLiptoninto an important segment. We also expanded our successful North American partnership with Pepsi to include many
more countries. We continued to have strong positions in key traditional tea markets. In 2003, we had a very successful relaunch of theBrooke Bondbrand in India.




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      Report and Accounts 2004     31

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Operating review by category  Foods
Ice cream and frozen foods





|                                              |                      |   |           |   |                      |   |            |   |                       |  |                   | 
|--------------------------------------------- | -------------------- | - | --------- | - | -------------------- | - | ---------- | - | --------------------- |  | ----------------- | 
|2004 results compared with 2003               | € million            |   | € million |   | € million            |   | € million  |   | %                     |  | %                 | 
|                                              |                      |   | Exchange  |   |                      |   |            |   | Change
        at     |  | Change
        at | 
|                                              | 2004
          at    |   | rate      |   | 2004
          at    |   | 2003 at    |   | actual                |  | constant          | 
|                                              | 2003
          rates |   | effects   |   | 2004
          rates |   | 2003 rates |   | current
        rates |  | 2003 rates        | 
|                                              |                      |   |           |   |                      |   |            |   |                       |  |                   | 
|Group turnover                                | 6 632                |   | (169      | ) | 6 463                |   | 6 994      |   | (8)%                  |  | (5)%              | 
|Group operating profit                        | 701                  |   | (21       | ) | 680                  |   | 1 024      |   | (34)%                 |  | (32)%             | 
|                                              |                      |   |           |   |                      |   |            |   |                       |  |                   | 
|                                              |                      |   |           |   |                      |   |            |   |                       |  |                   | 
|Turnover                                      | 6 632                |   | (169      | ) | 6 463                |   | 6 994      |   | (8)%                  |  | (5)%              | 
|                                              |                      |   |           |   |                      |   |            |   |                       |  |                   | 
|Operating profit BEIA                         | 825                  |   | (23       | ) | 802                  |   | 1 012      |   | (21)%                 |  | (19)%             | 
|Exceptional items                             | (101                 | ) |          |   | (101                 | ) | 32         |   |                       |  |                   | 
|Amortisation  goodwill and intangible assets | (23                  | ) | 2         |   | (21                  | ) | (20        | ) |                       |  |                   | 
|                                              |                      |   |           |   |                      |   |            |   |                       |  |                   | 
|Operating profit                              | 701                  |   | (21       | ) | 680                  |   | 1 024      |   | (34)%                 |  | (32)%             | 
|                                              |                      |   |           |   |                      |   |            |   |                       |  |                   | 
|Operating margin                              | 10.6%                |   |           |   | 10.5%                |   | 14.6%      |   |                       |  |                   | 
|Operating margin BEIA                         | 12.4%                |   |           |   | 12.4%                |   | 14.5%      |   |                       |  |                   | 
|                                              |                      |   |           |   |                      |   |            |   |                       |  |                   | 
|                                              |                      |   |           |   |                      |   |            |   |                       |  |                   | 

|Turnover and underlying sales growth | 2004    |   | 
|------------------------------------ | ------- | - | 
|(at constant 2003 rates)             | vs 2003 |   | 
|                                     |         |   | 
|Underlying sales growth (%)          | (3.4    | ) | 
|Effect of acquisitions (%)           |        |   | 
|Effect of disposals (%)              | (1.9    | ) | 
|Turnover growth (%)                  | (5.2    | ) | 
|                                     |         |   | 
|                                     |         |   | 

Turnover fell by 8% at current rates of exchange, with currency movements contributing a 3% decline. Operating profit fell by 34% and operating profit BEIA declined by 21%, with currency movements contributing a 2%
decline in both cases. The underlying performance of the business after eliminating these exchange translation effects is discussed below at constant exchange rates. Underlying sales of ice cream and frozen foods were lower by 3.4%, with declines in both categories. Operating margin BEIA declined to 12.4% with profitability affected by poor ice cream sales in Europe and increased
dairy costs in North America. Ice cream sales in Europe were affected by a poorer summer compared with the excellent weather conditions in the summer of 2003. Lower priced competition led to some market share loss in take-home tubs, but this was
partly offset by the roll-out of new variants such asMagnum IntenseandCornetto Love Potions. Our US ice cream brandsBen & Jerrys, BreyersandKlondikecontinued to grow well, gaining market share in a highly competitive market. Key to this success has been meeting consumer demand for health and wellness lines such as low-carb, low-sugar, lactose-free and yoghurt products, which
now represent over 20% of our portfolio.




In Latin America we successfully launchedAdeS Kibonice cream, extending the soy benefits ofAdeSinto ice cream. In Asia, there was strong growth of our ice cream businesses, particularly in Indonesia and China. The frozen food business is being reorganised to focus more on higher-growth segments of the market, while margins continue to improve through restructuring. The relaunch of theIglo/Birds Eye/Findusbrand family was started in the second half of the year withBirds Eyein the UK. This has been well received and is being rolled out to the other
key European markets in 2005, providing a common identity for the brands. Innovations includedSteam Freshvegetables and meals, bringing the benefits of steaming to
consumers across countries in Europe.




32UnileverAnnual Report and Accounts 2004

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Operating review by category  Foods
Ice cream and frozen foods (continued)

|2003 results compared with 2002               | € million  |   | € million |   | € million  |   | € million  |   | %                     |  | %                 | 
|--------------------------------------------- | ---------- | - | --------- | - | ---------- | - | ---------- | - | --------------------- |  | ----------------- | 
|                                              |            |   | Exchange  |   |            |   |            |   | Change
        at     |  | Change
        at | 
|                                              | 2003 at    |   | rate      |   | 2003 at    |   | 2002 at    |   | actual                |  | constant          | 
|                                              | 2002 rates |   | effects   |   | 2003 rates |   | 2002 rates |   | current
        rates |  | 2002 rates        | 
|                                              |            |   |           |   |            |   |            |   |                       |  |                   | 
|Group turnover                                | 7 517      |   | (523      | ) | 6 994      |   | 7 456      |   | (6)%                  |  | 1%                | 
|Group operating profit                        | 1 076      |   | (52       | ) | 1 024      |   | 569        |   | 80%                   |  | 89%               | 
|                                              |            |   |           |   |            |   |            |   |                       |  |                   | 
|                                              |            |   |           |   |            |   |            |   |                       |  |                   | 
|Turnover                                      | 7 517      |   | (523      | ) | 6 994      |   | 7 456      |   | (6)%                  |  | 1%                | 
|                                              |            |   |           |   |            |   |            |   |                       |  |                   | 
|Operating profit BEIA                         | 1 070      |   | (58       | ) | 1 012      |   | 833        |   | 22%                   |  | 28%               | 
|Exceptional items                             | 29         |   | 3         |   | 32         |   | (237       | ) |                       |  |                   | 
|Amortisation  goodwill and intangible assets | (23        | ) | 3         |   | (20        | ) | (27        | ) |                       |  |                   | 
|                                              |            |   |           |   |            |   |            |   |                       |  |                   | 
|Operating profit                              | 1 076      |   | (52       | ) | 1 024      |   | 569        |   | 80%                   |  | 89%               | 
|                                              |            |   |           |   |            |   |            |   |                       |  |                   | 
|Operating margin                              | 14.3%      |   |           |   | 14.6%      |   | 7.6%       |   |                       |  |                   | 
|Operating margin BEIA                         | 14.2%      |   |           |   | 14.5%      |   | 11.2%      |   |                       |  |                   | 
|                                              |            |   |           |   |            |   |            |   |                       |  |                   | 
|                                              |            |   |           |   |            |   |            |   |                       |  |                   | 

|Turnover and underlying sales growth | 2003    |   | 
|------------------------------------ | ------- | - | 
|(at constant 2002 rates)             | vs 2002 |   | 
|                                     |         |   | 
|Underlying sales growth (%)          | 2.4     |   | 
|Effect of acquisitions (%)           | 0.2     |   | 
|Effect of disposals (%)              | (1.8    | ) | 
|Turnover growth (%)                  | 0.8     |   | 
|                                     |         |   | 
|                                     |         |   | 

Turnover fell by 6% at current rates of exchange, with currency movements contributing a 7% decline. Operating profit grew by 80% and operating profit BEIA grew by 22%, with currency movements contributing a 9% and 6%
decline respectively. The underlying performance of the business after eliminating these exchange translation effects is discussed below at constant exchange rates. Ice cream had a strong year with 4.3% underlying sales growth, assisted by good weather in Europe. In quarter one, the relaunch of theHeartbrand strengthened its resonance with contemporary consumers, and innovations such asMagnum 7 Sins,Magnum
Bar & SandwichandCarte dOrartisanal delivered strong growth. Originally launched in Australia,Magnum 7 Sinswas successfully rolled out across Europe. Roll-out ofCornettointo the growing
soft-serve out-of-home sector continued.




2003 was an excellent year for North America with strong performances fromBreyers, KlondikeandPopsicle,and new low-carbohydrate ice creams. Latin America continued to make good progress, driven by Mexico and Brazil. Frozen foods experienced a difficult year, resulting in a decline in 2003 with share growth in meals being offset by a decline in vegetables and fish. Recessionary trends and increased competition from private labels
and discounters impacted sales in Germany and in the Netherlands. The main shortfalls were inIgloandMorawhileBirds Eyeshowed progress.Knorrfrozen continued to
deliver good growth.




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      Report and Accounts 2004     33

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Operating review by category  Home and Personal Care
Financial overview



|                                              |            |   |           |   |            |   |            |   |               |  |            | 
|--------------------------------------------- | ---------- | - | --------- | - | ---------- | - | ---------- | - | ------------- |  | ---------- | 
|2004 results compared with 2003               | € million  |   | € million |   | € million  |   | € million  |   | %             |  | %          | 
|                                              |            |   | Exchange  |   |            |   |            |   | Change at     |  | Change at  | 
|                                              | 2004 at    |   | rate      |   | 2004 at    |   | 2003 at    |   | actual        |  | constant   | 
|                                              | 2003 rates |   | effects   |   | 2004 rates |   | 2003 rates |   | current rates |  | 2003 rates | 
|                                              |            |   |           |   |            |   |            |   |               |  |            | 
|Group turnover                                | 18 271     |   | (867      | ) | 17 404     |   | 18 368     |   | (5)%          |  | (1)%       | 
|Group operating profit                        | 2 270      |   | (116      | ) | 2 154      |   | 2 766      |   | (22)%         |  | (18)%      | 
|                                              |            |   |           |   |            |   |            |   |               |  |            | 
|                                              |            |   |           |   |            |   |            |   |               |  |            | 
|Turnover                                      | 18 285     |   | (867      | ) | 17 418     |   | 18 383     |   | (5)%          |  | (1)%       | 
|                                              |            |   |           |   |            |   |            |   |               |  |            | 
|Operating profit BEIA                         | 2 772      |   | (135      | ) | 2 637      |   | 2 878      |   | (8)%          |  | (4)%       | 
|Exceptional items                             | (474       | ) | 17        |   | (457       | ) | (86        | ) |               |  |            | 
|Amortisation  goodwill and intangible assets | (24        | ) | 1         |   | (23        | ) | (26        | ) |               |  |            | 
|                                              |            |   |           |   |            |   |            |   |               |  |            | 
|Operating profit                              | 2 274      |   | (117      | ) | 2 157      |   | 2 766      |   | (22)%         |  | (18)%      | 
|                                              |            |   |           |   |            |   |            |   |               |  |            | 
|Operating margin                              | 12.4%      |   |           |   | 12.4%      |   | 15.0%      |   |               |  |            | 
|Operating margin BEIA                         | 15.2%      |   |           |   | 15.1%      |   | 15.7%      |   |               |  |            | 
|                                              |            |   |           |   |            |   |            |   |               |  |            | 
|                                              |            |   |           |   |            |   |            |   |               |  |            | 

Turnover fell by 5% at current rates of exchange, with currency movements contributing a 4% decline. Operating profit fell by 22% and operating profit BEIA declined by 8% with currency movements contributing a 4%
decline in both cases. The underlying performance of the business after eliminating these exchange translation effects is discussed below at constant exchange rates. In 2004, Home and Personal Care turnover declined by 1%, with underlying sales growth of 1.1%. Operating margin BEIA reduced to 15.2% from 15.7% in 2003, primarily due to difficult trading conditions. In 2004 our Home and Personal Care business came under pressure from the combination of a sharp slowdown in market growth and a significant rise in the level and intensity of competitive activity. The combination of
lower prices, particularly in the developed world, and increased material costs in the second half of the year put pressure on margins. In Western Europe we held market share but in contracting categories. The influence of discounters on the retail sector impacted price levels as the traditional chains responded with their own value offerings. In North
America market growth also slowed and we lost some share particularly in the early part of the year. In Asia, principally in India and Japan, competitive attack in certain categories diluted both growth and profits.




Elsewhere, our businesses in Latin America, Africa and the Middle East continued to make good progress. This growth is based on globally aligned brands backed by deep local consumer understanding, and our strong
  category positions have benefited from improving economies in a number of countries. In these territories, as in other parts of the world, our portfolio has shifted towards the higher margin Personal Care sectors. In these circumstances, our strategy remains focused on developing brands with market-leading positions, which are best placed to prosper over time, regardless of changing dynamics in the extended supply chain. We will continue to drive down cost through simplification and harmonisation, building on the excellent work achieved as part of Path to Growth. By deepening our knowledge of shopper behaviour, we will ensure our
brands continue to meet the needs of increasingly value-driven consumers. From the final quarter of 2004, we have boosted the investment behind our brands to support market share recovery and drive growth in targeted areas. This will continue into 2005, and is necessary to preserve long-term
value creation in the face of heightened competitive pressure. In a number of markets around the world, we finished 2004 with improved momentum.


34UnileverAnnual Report and Accounts 2004

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Operating review by category  Home and Personal Care
Financial overview (continued)

|                                              |            |   |           |   |            |   |            |   |               |  |            | 
|--------------------------------------------- | ---------- | - | --------- | - | ---------- | - | ---------- | - | ------------- |  | ---------- | 
|2003 results compared with 2002               | € million  |   | € million |   | € million  |   | € million  |   | %             |  | %          | 
|                                              |            |   | Exchange  |   |            |   |            |   | Change at     |  | Change at  | 
|                                              | 2003 at    |   | rate      |   | 2003 at    |   | 2002 at    |   | actual        |  | constant   | 
|                                              | 2002 rates |   | effects   |   | 2003 rates |   | 2002 rates |   | current rates |  | 2002 rates | 
|                                              |            |   |           |   |            |   |            |   |               |  |            | 
|Group turnover                                | 20 802     |   | (2 434    | ) | 18 368     |   | 20 801     |   | (12)%         |  | %         | 
|Group operating profit                        | 3 134      |   | (368      | ) | 2 766      |   | 2 882      |   | (4)%          |  | 9%         | 
|                                              |            |   |           |   |            |   |            |   |               |  |            | 
|                                              |            |   |           |   |            |   |            |   |               |  |            | 
|Turnover                                      | 20 818     |   | (2 435    | ) | 18 383     |   | 20 824     |   | (12)%         |  | %         | 
|                                              |            |   |           |   |            |   |            |   |               |  |            | 
|Operating profit BEIA                         | 3 279      |   | (401      | ) | 2 878      |   | 3 127      |   | (8)%          |  | 5%         | 
|Exceptional items                             | (115       | ) | 29        |   | (86        | ) | (213       | ) |               |  |            | 
|Amortisation  goodwill and intangible assets | (30        | ) | 4         |   | (26        | ) | (30        | ) |               |  |            | 
|                                              |            |   |           |   |            |   |            |   |               |  |            | 
|Operating profit                              | 3 134      |   | (368      | ) | 2 766      |   | 2 884      |   | (4)%          |  | 9%         | 
|                                              |            |   |           |   |            |   |            |   |               |  |            | 
|Operating margin                              | 15.1%      |   |           |   | 15.0%      |   | 13.8%      |   |               |  |            | 
|Operating margin BEIA                         | 15.8%      |   |           |   | 15.7%      |   | 15.0%      |   |               |  |            | 
|                                              |            |   |           |   |            |   |            |   |               |  |            | 
|                                              |            |   |           |   |            |   |            |   |               |  |            | 

Turnover fell by 12% at current rates of exchange, due to currency movements. Operating profit fell by 4% and operating profit BEIA declined by 8%, with currency movements contributing a 13% decline in both cases. The
underlying performance of the business after eliminating these exchange translation effects is discussed below at constant exchange rates. In 2003, underlying sales grew by 3%, whilst leading brands grew 4%. The most successful categories were deodorants and hair with underlying sales growth of 12% and 8% respectively. Amongst the leading brands,Axe,Dove,LuxandSunsilkall recorded very strong double-digit growth.




Operating profit improved by 9% and operating profit BEIA rose by 5%, whilst operating margin climbed to 15.1%. Operating margin was helped by a combination of improved profitability in our fabric wash business and
numerous simplification initiatives. We continued to focus our brand portfolio through the disposal of non-core business  including our oral care andSunlightdishwash businesses in North America,Brutin North and Latin America, and theBio Prestobrand in Italy.


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Report and Accounts 2004     35

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Operating review by category  Home and Personal Care
Home care



|                                              |                |   |          |   |                |   |            |   |               |  |            | 
|--------------------------------------------- | -------------- | - | -------- | - | -------------- | - | ---------- | - | ------------- |  | ---------- | 
|2004 results compared with 2003               | € million      |   | €million |   | €million       |   | €million   |   | %             |  | %          | 
|                                              |                |   | Exchange |   |                |   |            |   | Change at     |  | Change at  | 
|                                              | 2004
    at    |   | rate     |   | 2004
    at    |   | 2003 at    |   | actual        |  | constant   | 
|                                              | 2003
    rates |   | effects  |   | 2004
    rates |   | 2003 rates |   | current rates |  | 2003 rates | 
|                                              |                |   |          |   |                |   |            |   |               |  |            | 
|Group turnover                                | 7 016          |   | (240     | ) | 6 776          |   | 7 225      |   | (6)%          |  | (3)%       | 
|Group operating profit                        | 613            |   | (14      | ) | 599            |   | 908        |   | (34)%         |  | (33)%      | 
|                                              |                |   |          |   |                |   |            |   |               |  |            | 
|                                              |                |   |          |   |                |   |            |   |               |  |            | 
|Turnover                                      | 7 023          |   | (241     | ) | 6 782          |   | 7 230      |   | (6)%          |  | (3)%       | 
|                                              |                |   |          |   |                |   |            |   |               |  |            | 
|Operating profit BEIA                         | 794            |   | (20      | ) | 774            |   | 914        |   | (15)%         |  | (13)%      | 
|Exceptional items                             | (168           | ) | 5        |   | (163           | ) | 8          |   |               |  |            | 
|Amortisation  goodwill and intangible assets | (12            | ) | 1        |   | (11            | ) | (14        | ) |               |  |            | 
|                                              |                |   |          |   |                |   |            |   |               |  |            | 
|Operating profit                              | 614            |   | (14      | ) | 600            |   | 908        |   | (34)%         |  | (32)%      | 
|                                              |                |   |          |   |                |   |            |   |               |  |            | 
|Operating margin                              | 8.7%           |   |          |   | 8.9%           |   | 12.6%      |   |               |  |            | 
|Operating margin BEIA                         | 11.3%          |   |          |   | 11.4%          |   | 12.6%      |   |               |  |            | 
|                                              |                |   |          |   |                |   |            |   |               |  |            | 
|                                              |                |   |          |   |                |   |            |   |               |  |            | 

|Turnover and underlying sales growth | 2004        |   |  |  |  |  |  |  |  |  |  | 
|------------------------------------ | ----------- | - |  |  |  |  |  |  |  |  |  | 
|(at constant 2003 rates)             | vs
    2003 |   |  |  |  |  |  |  |  |  |  | 
|                                     |             |   |  |  |  |  |  |  |  |  |  | 
|Underlying sales growth (%)          | (0.4        | ) |  |  |  |  |  |  |  |  |  | 
|Effect of acquisitions (%)           | 0.2         |   |  |  |  |  |  |  |  |  |  | 
|Effect of disposals (%)              | (2.7        | ) |  |  |  |  |  |  |  |  |  | 
|Turnover growth (%)                  | (2.9        | ) |  |  |  |  |  |  |  |  |  | 
|                                     |             |   |  |  |  |  |  |  |  |  |  | 
|                                     |             |   |  |  |  |  |  |  |  |  |  | 

Turnover fell by 6% at current rates of exchange, with currency movements contributing a 3% decline. Operating profit fell by 34% and operating profit BEIA declined by 15%, with currency movements contributing a 2%
  decline in both cases. The underlying performance of the business after eliminating these exchange translation effects is discussed below at constant exchange rates. In 2004, our home care business saw declining underlying sales. Volumes grew by 1.8% but this was more than offset by price declines, reflecting increased consumer sensitivity in this area and resulting in reduced
market sizes in the developed world. Operating margin BEIA declined from 12.6% to 11.3% with profitability affected by difficult trading in Western Europe. Performance was on the whole disappointing. Despite gains in specific territories, overall market share fell  with growth in developing markets offset by the decline in Europe and North America.




In laundry, our top performance fabric cleaning brand,Omo, which is aligned to a common brand proposition across the world, continued
to perform well in difficult trading conditions.Omostrengthened its position in a number of key markets such as Argentina, China, Indonesia, Thailand and Vietnam.
The success ofOmowas supported by the Pockets campaign in parts of Africa, Asia and Latin America, as well as the Dirt is Good campaign and
innovations such asOmoAloe Vera in Latin America. Other brands that performed well included theRadiantfamily (superior whiteness and brightness marketed asAlaandRin), and the fabric conditioner brandComfort. The household care business declined due to difficult trading conditions in Europe, despite strong growth in developing and emerging markets. Attention was focused on the profitability of the business, which improved
significantly.




36UnileverAnnual Report and Accounts 2004

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Operating review by category  Home and Personal Care
Home care (continued)

|                                              |            |   |           |   |            |   |            |   |               |  |            | 
|--------------------------------------------- | ---------- | - | --------- | - | ---------- | - | ---------- | - | ------------- |  | ---------- | 
|2003 results compared with 2002               | € million  |   | € million |   | € million  |   | € million  |   | %             |  | %          | 
|                                              |            |   | Exchange  |   |            |   |            |   | Change at     |  | Change at  | 
|                                              | 2003 at    |   | rate      |   | 2003 at    |   | 2002 at    |   | actual        |  | constant   | 
|                                              | 2002 rates |   | effects   |   | 2003 rates |   | 2002 rates |   | current rates |  | 2002 rates | 
|                                              |            |   |           |   |            |   |            |   |               |  |            | 
|Group turnover                                | 8 029      |   | (804      | ) | 7 225      |   | 8 565      |   | (16)%         |  | (6)%       | 
|Group operating profit                        | 977        |   | (69       | ) | 908        |   | 837        |   | 9%            |  | 17%        | 
|                                              |            |   |           |   |            |   |            |   |               |  |            | 
|                                              |            |   |           |   |            |   |            |   |               |  |            | 
|Turnover                                      | 8 034      |   | (804      | ) | 7 230      |   | 8 579      |   | (16)%         |  | (6)%       | 
|                                              |            |   |           |   |            |   |            |   |               |  |            | 
|Operating profit BEIA                         | 996        |   | (82       | ) | 914        |   | 917        |   | %            |  | 9%         | 
|Exceptional items                             | (4         | ) | 12        |   | 8          |   | (64        | ) |               |  |            | 
|Amortisation  goodwill and intangible assets | (16        | ) | 2         |   | (14        | ) | (17        | ) |               |  |            | 
|                                              |            |   |           |   |            |   |            |   |               |  |            | 
|Operating profit                              | 976        |   | (68       | ) | 908        |   | 836        |   | 9%            |  | 17%        | 
|                                              |            |   |           |   |            |   |            |   |               |  |            | 
|Operating margin                              | 12.1%      |   |           |   | 12.6%      |   | 9.7%       |   |               |  |            | 
|Operating margin BEIA                         | 12.4%      |   |           |   | 12.6%      |   | 10.7%      |   |               |  |            | 
|                                              |            |   |           |   |            |   |            |   |               |  |            | 
|                                              |            |   |           |   |            |   |            |   |               |  |            | 

|Turnover and underlying sales growth | 2003    |   |  |  |  |  |  |  |  |  |  | 
|------------------------------------ | ------- | - |  |  |  |  |  |  |  |  |  | 
|(at constant 2002 rates)             | vs 2002 |   |  |  |  |  |  |  |  |  |  | 
|                                     |         |   |  |  |  |  |  |  |  |  |  | 
|Underlying sales growth (%)          |        |   |  |  |  |  |  |  |  |  |  | 
|Effect of acquisitions (%)           | 1.0     |   |  |  |  |  |  |  |  |  |  | 
|Effect of disposals (%)              | (7.4    | ) |  |  |  |  |  |  |  |  |  | 
|Turnover growth (%)                  | (6.4    | ) |  |  |  |  |  |  |  |  |  | 
|                                     |         |   |  |  |  |  |  |  |  |  |  | 
|                                     |         |   |  |  |  |  |  |  |  |  |  | 

Turnover fell by 16% at current rates of exchange, with currency movements contributing a 10% decline. Operating profit grew by 9% and operating profit BEIA was flat, with currency movements contributing declines of 8%
and 9% respectively. The underlying performance of the business after eliminating these exchange translation effects is discussed below at constant exchange rates. Turnover from our laundry and household care business remained relatively flat in 2003, while operating margins increased by 2.4%. Growth in developing markets was partially offset by difficult trading conditions in
North America and Europe. In 2003, our top-performance fabric cleaning brand,Omo, was aligned behind a common brand proposition across the world. This extended
to a focus on larger innovations and generated substantial savings through standardised packaging, formulation and advertising. TheOmobrand remained a strong market
leader in Brazil, Indonesia, Morocco, South Africa and Thailand while rebuilding a strong position in Turkey.




In South Africa,Sunlightis
the most recognised household consumer goods brand. Its clear positioning of
‘Gentle care I
trust is underpinned by the brands strong values of dependability,
honesty and reliability. As a mid-priced brand, the strong consumer value proposition
ofSunlighthelped generate growth of over 3% in 2003. In Europe, innovation helpedComfortgrow its leading market position in the UK and gain market leadership in Portugal. The new
fast-dry variant ofComfortshortens the drying time for clothes and eases the burden of washing laundry for consumers. While our household cleaning brands performed below expectations, results improved in the second half as innovation around the core business showed signs of a return to growth. Within the portfolio,CifandDomestosremained leading brands with number one or number two positions in the majority of
key markets in which they operate.




UnileverAnnual
Report and Accounts 2004     37

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Operating review by category  Home and Personal Care
Personal care



|                                              |                |   |          |   |                |   |            |   |               |  |            | 
|--------------------------------------------- | -------------- | - | -------- | - | -------------- | - | ---------- | - | ------------- |  | ---------- | 
|2004 results compared with 2003               | € million      |   | €million |   | €million       |   | €million   |   | %             |  | %          | 
|                                              |                |   | Exchange |   |                |   |            |   | Change at     |  | Change at  | 
|                                              | 2004
    at    |   | rate     |   | 2004
    at    |   | 2003 at    |   | actual        |  | constant   | 
|                                              | 2003
    rates |   | effects  |   | 2004
    rates |   | 2003 rates |   | current rates |  | 2003 rates | 
|                                              |                |   |          |   |                |   |            |   |               |  |            | 
|Group turnover                                | 11 255         |   | (627     | ) | 10 628         |   | 11 143     |   | (5)%          |  | 1%         | 
|Group operating profit                        | 1 657          |   | (102     | ) | 1 555          |   | 1 858      |   | (16)%         |  | (11)%      | 
|                                              |                |   |          |   |                |   |            |   |               |  |            | 
|                                              |                |   |          |   |                |   |            |   |               |  |            | 
|Turnover                                      | 11 262         |   | (626     | ) | 10 636         |   | 11 153     |   | (5)%          |  | 1%         | 
|                                              |                |   |          |   |                |   |            |   |               |  |            | 
|Operating profit BEIA                         | 1 978          |   | (115     | ) | 1 863          |   | 1 964      |   | (5)%          |  | 1%         | 
|Exceptional items                             | (306           | ) | 12       |   | (294           | ) | (94        | ) |               |  |            | 
|Amortisation  goodwill and intangible assets | (12            | ) |         |   | (12            | ) | (12        | ) |               |  |            | 
|                                              |                |   |          |   |                |   |            |   |               |  |            | 
|Operating profit                              | 1 660          |   | (103     | ) | 1 557          |   | 1 858      |   | (16)%         |  | (11)%      | 
|                                              |                |   |          |   |                |   |            |   |               |  |            | 
|Operating margin                              | 14.7%          |   |          |   | 14.6%          |   | 16.7%      |   |               |  |            | 
|Operating margin BEIA                         | 17.6%          |   |          |   | 17.5%          |   | 17.6%      |   |               |  |            | 
|                                              |                |   |          |   |                |   |            |   |               |  |            | 
|                                              |                |   |          |   |                |   |            |   |               |  |            | 

|Turnover and underlying sales growth | 2004        |   |  |  |  |  |  |  |  |  |  | 
|------------------------------------ | ----------- | - |  |  |  |  |  |  |  |  |  | 
|(at constant 2003 rates)             | vs
    2003 |   |  |  |  |  |  |  |  |  |  | 
|                                     |             |   |  |  |  |  |  |  |  |  |  | 
|Underlying sales growth (%)          | 2.1         |   |  |  |  |  |  |  |  |  |  | 
|Effect of acquisitions (%)           | 0.5         |   |  |  |  |  |  |  |  |  |  | 
|Effect of disposals (%)              | (1.5        | ) |  |  |  |  |  |  |  |  |  | 
|Turnover growth (%)                  | 1.0         |   |  |  |  |  |  |  |  |  |  | 
|                                     |             |   |  |  |  |  |  |  |  |  |  | 
|                                     |             |   |  |  |  |  |  |  |  |  |  | 

Turnover fell by 5% at current rates of exchange, with currency movements contributing a 6% decline. Operating profit fell by 16% and operating profit BEIA declined by 5%, with currency movements contributing a 5% and
6% decline respectively. The underlying performance of the business after eliminating these exchange translation effects is discussed below at constant exchange rates. In 2004, our personal care business had underlying sales growth of 2.1%. Market share improved in Europe and Africa, Middle East and Turkey; in a number of other regions, market share had started to recover by the end
of the year following declines earlier in the year. Operating margin BEIA was broadly flat at 17.6%. Deodorants saw another year of double-digit growth, with increased market share in most regions, and we are now the leader in 15 of the top 20 markets in the world.Axehad another excellent year, based on its notable success in North America where the brand now has close to 13% market share two years after launch. Elsewhere, growth came from the new fragranceTouch, higher consumption in Latin America through all-over-body usage, and the deployment of award-winning advertising.Rexonacontinues to build market share as the worlds largest deodorant brand  it was relaunched in Europe, where it is now the market leader for women, with new body-responsive
technology, and successful variants such asRexona Ebonyhave been launched in Latin America. In 2004,Sunsilkcontinued its double digit growth and was rolled out in Europe. Variant innovations as solutions to daily




hair problems were the foundation of the brands success, communicated globally through the Hair Dramas campaign. However, overall growth in the hair category was held back by a fierce competitive
response to our previous market share gains in Japan. This has been addressed through the relaunch ofLuxandmodsshampoos, which restored growth towards the end of the year. In India, volumes were well ahead, but at significantly lower prices, whilst in North America portfolio issues have restricted growth. A disappointing performance in skin cleansing in North America offset share gains in other territories. In skin care,Dovehas been
successful with firming lotion in Europe, and this has been the vehicle for the Real Beauty communication platform.Fair & Lovelyhas enjoyed a strong
year in India, whileVaselinehas been relaunched in the highly active US market. In oral care we have strong positions in a number of countries in Europe and in developing and emerging markets, particularly with ourSignalandClose Uptoothpaste brands. In 2004 we continued to focus investment behind these brands, launching core variants ofSignalunder the extended protection proposition and launching a top-performance toothbrush with new bristle technology. The prestige fragrance business met our 2004 expectations, delivering sharply improved profitability and cash flow. The key launch wasEternity Momentin the third quarter, which quickly established itself as one of the leading new fragrances in Europe this year.




38UnileverAnnual Report and Accounts 2004

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Operating review by category  Home
      and Personal CarePersonal care (continued)



|2003 results
          compared with 2002                              | € million |          | € million |            | € million |            | € million |               | %     |            | %  | 
|---------------------------------------------------------------------- | --------- | -------- | --------- | ---------- | --------- | ---------- | --------- | ------------- | ----- | ---------- | -- | 
|                                                                       |           | Exchange |           |            |           |            |           | Change at     |       | Change at  |   
|2003 at                                                                |           | rate     |           | 2003 at    |           | 2002 at    |           | actual        |       | constant   |   
|2002 rates                                                             |           | effects  |           | 2003 rates |           | 2002 rates |           | current rates |       | 2002 rates |   
|                                                                       |           |          |           |            |           |            |           |               |       |            |    | 
|Group turnover                                                         | 12 773    |          | (1 630    | )          | 11 143    |            | 12 236    |               | (9)%  |            | 4% | 
|Group operating profit                                                 | 2 157     |          | (299      | )          | 1 858     |            | 2 045     |               | (9)%  |            | 5% | 
|                                                                       |           |          |           |            |           |            |           |               |       |            |    | 
|                                                                       |           |          |           |            |           |            |           |               |       |            |    | 
|Turnover                                                               | 12 784    |          | (1 631    | )          | 11 153    |            | 12 245    |               | (9)%  |            | 4% | 
|                                                                       |           |          |           |            |           |            |           |               |       |            |    | 
|Operating profit BEIA                                                  | 2 283     |          | (319      | )          | 1 964     |            | 2 210     |               | (11)% |            | 3% | 
|Exceptional items                                                      | (111      | )        | 17        |            | (94       | )          | (149      | )             |       |            |    | 
|Amortisation  goodwill and intangible
        assets                  | (14       | )        | 2         |            | (12       | )          | (13       | )             |       |            |    | 
|                                                                       |           |          |           |            |           |            |           |               |       |            |    | 
|Operating profit                                                       | 2 158     |          | (300      | )          | 1 858     |            | 2 048     |               | (9)%  |            | 5% | 
|                                                                       |           |          |           |            |           |            |           |               |       |            |    | 
|Operating margin                                                       | 16.9%     |          |           |            | 16.7%     |            | 16.7%     |               |       |            |    | 
|Operating margin BEIA                                                  | 17.9%     |          |           |            | 17.6%     |            | 18.1%     |               |       |            |    | 
|                                                                       |           |          |           |            |           |            |           |               |       |            |    | 
|                                                                       |           |          |           |            |           |            |           |               |       |            |    | 
|Turnover
          and underlying sales growth(at constant 2002 rates) |           |          |           |            |           |            |           |               |       |            |    | 
|2003                                                                   |           |          |           |            |           |            |           |               |       |            |   
|vs 2002                                                                |           |          |           |            |           |            |           |               |       |            |   
|                                                                       |           |          |           |            |           |            |           |               |       |            |    | 
|Underlying sales growth (%)                                            | 5.4       |          |           |            |           |            |           |               |       |            |    | 
|Effect of acquisitions (%)                                             | 0.1       |          |           |            |           |            |           |               |       |            |    | 
|Effect of disposals (%)                                                | (1.0      | )        |           |            |           |            |           |               |       |            |    | 
|Turnover growth (%)                                                    | 4.4       |          |           |            |           |            |           |               |       |            |    | 
|                                                                       |           |          |           |            |           |            |           |               |       |            |    | 
|                                                                       |           |          |           |            |           |            |           |               |       |            |    | 

Turnover fell by 9% at current rates of
      exchange, with currency movements contributing a 13% decline. Operating
      profit fell by 9% and operating profit BEIA fell by 11%, with currency
      movements contributing a decline of 14% in both cases. The underlying performance
      of the business after eliminating these exchange translation effects is
      discussed below at constant exchange rates. Our leading personal care brands, which
      includeAxe, Dove, Lux, Ponds,
      RexonaandSunsilk,grew underlying
      sales by 6%. Turnover increased by 4.4% and operating margin increased
      by 0.2%. Dove,
      our largest personal care brand, grew underlying sales more than 20% in
      2003. Growth of the core range was driven by the launch of theDoveexfoliating
      bar in more than 30 countries around the world. We also continued to extendDoveinto
      new categories in North America with the launch ofDoveface
      care andDoveshampoo
      and conditioner. Our global hair business grew underlying
      sales by 8%. This growth was driven both by the continued success ofDoveshampoo
      and conditioner and by our largest hair care brand,Sunsilk.
      The lively approach to women and how they really feel about their hair
      bySunsilkhelped re-introduce
      the brand successfully into Europe.Sunsilkalso
      continued to grow strongly in Latin America with the introduction of new
      variants and full


roll-out of colorants in Brazil. A relaunch
      of the brand in China (under the nameHazeline)
      nearly doubled the rate of sale. Our deodorant category grew underlying sales
      by over 12% behind the strength ofAxeandRexona. Axedeveloped
      innovative approaches to talking to young men throughout the world. The
      brand carved out a strong position in the North American male deodorant
      market on the basis of this deep consumer understanding. The launch of
      new fragrances and antiperspirants, along with improved product efficacy,
      translated into outstanding growth. Rexona for Mencontinued
      to grow with the relaunch of the range in Europe and launch of the24
      Hour Deo Freshrange in Latin America. New formulations also supported
      the core range with improved efficacy to offer longer freshness and the
      launch of the low residueCrystalrange in Europe. Our prestige fragrance business declined
      amid weak category performance and weak economic conditions in key markets.
      The sale of the Valentino licence also contributed to the decline in turnover.
      Innovation in 2003 included the launch ofPurple
      Orchid (Eternity), Truth for Menin
      Europe andNautica Competitionin the Americas.




UnileverAnnual
    Report and Accounts 200439

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Operating review by regionEurope





|2004 results
          compared with 2003                              | € million |          | € million |            | € million |            | € million |               | %     |            | %     | 
|---------------------------------------------------------------------- | --------- | -------- | --------- | ---------- | --------- | ---------- | --------- | ------------- | ----- | ---------- | ----- | 
|                                                                       |           | Exchange |           |            |           |            |           | Change at     |       | Change at  |      
|2004 at                                                                |           | rate     |           | 2004 at    |           | 2003 at    |           | actual        |       | constant   |      
|2003 rates                                                             |           | effects  |           | 2004 rates |           | 2003 rates |           | current rates |       | 2003 rates |      
|                                                                       |           |          |           |            |           |            |           |               |       |            |       | 
|Group turnover                                                         | 17 297    |          | 17        |            | 17 314    |            | 18 208    |               | (5)%  |            | (5)%  | 
|Group operating profit                                                 | 1 823     |          | 4         |            | 1 827     |            | 2 563     |               | (29)% |            | (29)% | 
|                                                                       |           |          |           |            |           |            |           |               |       |            |       | 
|                                                                       |           |          |           |            |           |            |           |               |       |            |       | 
|Turnover                                                               | 17 392    |          | 17        |            | 17 409    |            | 18 297    |               | (5)%  |            | (5)%  | 
|                                                                       |           |          |           |            |           |            |           |               |       |            |       | 
|Operating profit BEIA                                                  | 2 858     |          | 6         |            | 2 864     |            | 3 032     |               | (6)%  |            | (6)%  | 
|Exceptional items                                                      | (525      | )        |          |            | (525      | )          | 49        |               |       |            |       | 
|Amortisation  goodwill and intangible
        assets                  | (498      | )        | (1        | )          | (499      | )          | (505      | )             |       |            |       | 
|                                                                       |           |          |           |            |           |            |           |               |       |            |       | 
|Operating profit                                                       | 1 835     |          | 5         |            | 1 840     |            | 2 576     |               | (29)% |            | (29)% | 
|                                                                       |           |          |           |            |           |            |           |               |       |            |       | 
|Operating margin                                                       | 10.6%     |          |           |            | 10.6%     |            | 14.1%     |               |       |            |       | 
|Operating margin BEIA                                                  | 16.4%     |          |           |            | 16.4%     |            | 16.6%     |               |       |            |       | 
|                                                                       |           |          |           |            |           |            |           |               |       |            |       | 
|                                                                       |           |          |           |            |           |            |           |               |       |            |       | 
|Turnover
          and underlying sales growth(at constant 2003 rates) |           |          |           |            |           |            |           |               |       |            |       | 
|2004                                                                   |           |          |           |            |           |            |           |               |       |            |      
|vs 2003                                                                |           |          |           |            |           |            |           |               |       |            |      
|                                                                       |           |          |           |            |           |            |           |               |       |            |       | 
|Underlying sales growth (%)                                            | (2.8      | )        |           |            |           |            |           |               |       |            |       | 
|Effect of acquisitions (%)                                             | 0.1       |          |           |            |           |            |           |               |       |            |       | 
|Effect of disposals (%)                                                | (2.4      | )        |           |            |           |            |           |               |       |            |       | 
|Turnover growth (%)                                                    | (4.9      | )        |           |            |           |            |           |               |       |            |       | 
|                                                                       |           |          |           |            |           |            |           |               |       |            |       | 
|                                                                       |           |          |           |            |           |            |           |               |       |            |       | 

Turnover fell by 5% at current rates of
      exchange, with currency movements having no effect. Operating profit declined
      by 29% and operating profit BEIA fell by 6% with currency movements having
      no effect. The underlying performance of the business after eliminating
      these exchange translation effects is discussed below at constant rates
      of exchange. Underlying sales declined by 2.8%. In Western Europe, trading conditions were
      difficult due to the continuing growth of hard discounters and the responses
      of traditional retailers, looking to compete through value on both branded
      and private label products. In addition, ice cream and ready-to-drink tea
      suffered from a poorer summer than the exceptional one in 2003. By contrast,
      our business in Central and Eastern Europe grew well, with a particularly
      strong performance in Russia. Our spreads business grew with the successful
      launch ofBecel/Flora proactivmilk
      drinks and yoghurts in a number of markets and leaf teas performed considerably
      better than the weather-affected ready-to-drink ice tea range.


Sales of frozen foods declined. We have
      been reorganising the business to focus more on higher growth segments
      of the market, including making some disposals. Margins continue to improve
      through restructuring. The household care business also declined in difficult
      trading conditions. Personal Care market share improved in Europe,
      particularly throughDovefirming
      lotion in Europe, andRexona. In prestige
      fragrances the key launch wasEternity
      Momentin the third quarter,
      which quickly established itself as one of the leading new fragrances. Operating margin declined from 14.1% to
      10.6%, including a step-up in exceptional restructuring charges associated
      with the One Unilever simplification project. Operating margin BEIA at
      16.4% was slightly below the prior year. The benefit of our savings programmes
      and the net effect of business disposals, including olive oil in France
      and parts of our frozen foods businesses in the UK and Germany, was more
      than offset by increased advertising and promotions.




40UnileverAnnual
      Report and Accounts 2004

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Back to Contents

Operating review by regionEurope (continued)



|2003
            results compared with 2002                              | € million |          | € million |            | € million |            | € million |               | %    |            | %    | 
|------------------------------------------------------------------------ | --------- | -------- | --------- | ---------- | --------- | ---------- | --------- | ------------- | ---- | ---------- | ---- | 
|                                                                         |           | Exchange |           |            |           |            |           | Change at     |      | Change at  |     
|2003 at                                                                  |           | rate     |           | 2003 at    |           | 2002 at    |           | actual        |      | constant   |     
|2002 rates                                                               |           | effects  |           | 2003 rates |           | 2002 rates |           | current rates |      | 2002 rates |     
|                                                                         |           |          |           |            |           |            |           |               |      |            |      | 
|Group turnover                                                           | 18 720    |          | (512      | )          | 18 208    |            | 19 573    |               | (7)% |            | (4)% | 
|Group operating profit                                                   | 2 617     |          | (54       | )          | 2 563     |            | 1 598     |               | 60%  |            | 64%  | 
|                                                                         |           |          |           |            |           |            |           |               |      |            |      | 
|                                                                         |           |          |           |            |           |            |           |               |      |            |      | 
|Turnover                                                                 | 18 809    |          | (512      | )          | 18 297    |            | 19 657    |               | (7)% |            | (4)% | 
|                                                                         |           |          |           |            |           |            |           |               |      |            |      | 
|Operating profit BEIA                                                    | 3 101     |          | (69       | )          | 3 032     |            | 2 746     |               | 10%  |            | 13%  | 
|Exceptional items                                                        | 46        |          | 3         |            | 49        |            | (615      | )             |      |            |      | 
|Amortisation  goodwill and intangible
        assets                    | (516      | )        | 11        |            | (505      | )          | (511      | )             |      |            |      | 
|                                                                         |           |          |           |            |           |            |           |               |      |            |      | 
|Operating profit                                                         | 2 631     |          | (55       | )          | 2 576     |            | 1 620     |               | 59%  |            | 62%  | 
|                                                                         |           |          |           |            |           |            |           |               |      |            |      | 
|Operating margin                                                         | 14.0%     |          |           |            | 14.1%     |            | 8.2%      |               |      |            |      | 
|Operating margin BEIA                                                    | 16.5%     |          |           |            | 16.6%     |            | 14.0%     |               |      |            |      | 
|                                                                         |           |          |           |            |           |            |           |               |      |            |      | 
|                                                                         |           |          |           |            |           |            |           |               |      |            |      | 
|Turnover
            and underlying sales growth(at constant 2002 rates) |           |          |           |            |           |            |           |               |      |            |      | 
|2003                                                                     |           |          |           |            |           |            |           |               |      |            |     
|vs 2002                                                                  |           |          |           |            |           |            |           |               |      |            |     
|                                                                         |           |          |           |            |           |            |           |               |      |            |      | 
|Underlying sales growth (%)                                              | 0.6       |          |           |            |           |            |           |               |      |            |      | 
|Effect of acquisitions (%)                                               | 0.4       |          |           |            |           |            |           |               |      |            |      | 
|Effect of disposals (%)                                                  | (5.3      | )        |           |            |           |            |           |               |      |            |      | 
|Turnover growth (%)                                                      | (4.3      | )        |           |            |           |            |           |               |      |            |      | 
|                                                                         |           |          |           |            |           |            |           |               |      |            |      | 
|                                                                         |           |          |           |            |           |            |           |               |      |            |      | 

Turnover fell by 7% at current rates of
      exchange, with currency movements contributing a 3% decline. Operating
      profit grew by 59% and operating profit BEIA grew by 10%, with currency
      movements contributing 3% declines in both cases. The underlying performance
      of the business after eliminating exchange translation effects is discussed
      below at constant exchange rates. Difficult economic conditions in a number
      of countries were reflected in the consumer, retail and competitive environment
      in 2003 and in general market growth rates slowed significantly. Against
      this background, underlying sales grew by 0.6%, with volume ahead by 0.4%.
      Turnover was 4% lower than last year through the impact of planned disposals. There was continued strong growth in mass
      personal care, partly offset by a sharp decline in prestige fragrances
      and the impact of price-competitive markets in laundry. In foods, growth
      by category in part reflected the exceptionally hot summer weather, with
      strong gains in ready-to-drink tea and ice cream, but lower consumption
      in savoury, frozen meals and cooking products. Highlights of another good year in personal
      care were the launch of Sunsilkacross
      the region and the roll-out of Doveshampoo.
      Other key innovations included the Dove
      Silkhand, body and shower range, Doveexfoliating
      bar, new variants of Axeand
      the Crystalvariant
      of Rexona/Sure. In laundry, good progress was made in improving
      the profitability of our business through cost reduction and a strategy
      of focus on priority brands and markets. This allowed us both to increase
      margins and to generate the funds to respond to increased levels of price
      competition which had led to the loss of one market share point in the
      year, primarily to retailer own brands.


There was good growth in spreads and cooking
      products for our healthy heart brandsBecel/Flora.
      For our family brands such asRamaandBlue
      Bandwe adopted a strategy of
      recovering substantial increases in edible oil costs which some competitors
      did not follow. However, overall we held market share. Knorr MealkitsandGood
        For Yousoups were successfully
        launched, though overall growth for the year was held back by low consumption
        in the very hot summer months.HellmannsandBertolliboth grew strongly, with the latter benefiting from
        extensions into pasta sauces, dressings and toppings. Growth inUBF
        Foodsolutionsaccelerated through the year, returning to a good level in
        the second half, particularly through soups in the UK, theBertollirange
        in Italy and the launch ofKnorrdairy
        cream alternatives in the fourth quarter. Tea-based beverages performed well with
      an excellent contribution fromLiptonready-to-drink,
      including green tea and fruit juice variants. Ice cream sales also grew
      strongly, helped by the hot summer weather and innovations includingMagnum
      7 Sins,Magnum Moments,Magnumsnacking
      bars and the roll-out of theFruit & Freshmix
      of yoghurt and ice cream. In frozen foods we reshaped around faster-growing
      segments of the market and undertook restructuring with further gains in
      profitability. Operating margin BEIA improved from 14.0%
      to 16.5%. This reflected the contribution from our restructuring and savings
      programmes, improved mix from portfolio change and our strategy for improving
      profitability in home care.




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    Report and Accounts 200441

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Operating review by regionNorth America





|2004
            results compared with 2003                              | € million |          | € million |            | € million |            | € million |               | %     |            | %     | 
|------------------------------------------------------------------------ | --------- | -------- | --------- | ---------- | --------- | ---------- | --------- | ------------- | ----- | ---------- | ----- | 
|                                                                         |           | Exchange |           |            |           |            |           | Change at     |       | Change at  |      
|2004 at                                                                  |           | rate     |           | 2004 at    |           | 2003 at    |           | actual        |       | constant   |      
|2003 rates                                                               |           | effects  |           | 2004 rates |           | 2003 rates |           | current rates |       | 2003 rates |      
|                                                                         |           |          |           |            |           |            |           |               |       |            |       | 
|Group turnover                                                           | 9 729     |          | (821      | )          | 8 908     |            | 9 774     |               | (9)%  |            | %    | 
|Group operating profit                                                   | 280       |          | (21       | )          | 259       |            | 1 071     |               | (76)% |            | (74)% | 
|                                                                         |           |          |           |            |           |            |           |               |       |            |       | 
|                                                                         |           |          |           |            |           |            |           |               |       |            |       | 
|Turnover                                                                 | 9 821     |          | (829      | )          | 8 992     |            | 9 869     |               | (9)%  |            | %    | 
|                                                                         |           |          |           |            |           |            |           |               |       |            |       | 
|Operating profit BEIA                                                    | 1 514     |          | (132      | )          | 1 382     |            | 1 660     |               | (17)% |            | (9)%  | 
|Exceptional items                                                        | (783      | )        | 70        |            | (713      | )          | (139      | )             |       |            |       | 
|Amortisation  goodwill and intangible
        assets                    | (421      | )        | 38        |            | (383      | )          | (420      | )             |       |            |       | 
|                                                                         |           |          |           |            |           |            |           |               |       |            |       | 
|Operating profit                                                         | 310       |          | (24       | )          | 286       |            | 1 101     |               | (74)% |            | (72)% | 
|                                                                         |           |          |           |            |           |            |           |               |       |            |       | 
|Operating margin                                                         | 3.2%      |          |           |            | 3.2%      |            | 11.2%     |               |       |            |       | 
|Operating margin BEIA                                                    | 15.4%     |          |           |            | 15.4%     |            | 16.8%     |               |       |            |       | 
|                                                                         |           |          |           |            |           |            |           |               |       |            |       | 
|                                                                         |           |          |           |            |           |            |           |               |       |            |       | 
|Turnover
            and underlying sales growth(at constant 2003 rates) |           |          |           |            |           |            |           |               |       |            |       | 
|2004                                                                     |           |          |           |            |           |            |           |               |       |            |      
|vs 2003                                                                  |           |          |           |            |           |            |           |               |       |            |      
|                                                                         |           |          |           |            |           |            |           |               |       |            |       | 
|Underlying sales growth (%)                                              | 1.5       |          |           |            |           |            |           |               |       |            |       | 
|Effect of acquisitions (%)                                               | 0.6       |          |           |            |           |            |           |               |       |            |       | 
|Effect of disposals (%)                                                  | (2.6      | )        |           |            |           |            |           |               |       |            |       | 
|Turnover growth (%)                                                      | (0.5      | )        |           |            |           |            |           |               |       |            |       | 
|                                                                         |           |          |           |            |           |            |           |               |       |            |       | 
|                                                                         |           |          |           |            |           |            |           |               |       |            |       | 

Turnover fell by 9% at current rates of
      exchange, fully explained by currency movements. Operating profit declined
      by 74% and operating profit BEIA fell by 17% with currency movements contributing
      2% and 8% declines respectively. The underlying performance of the business
      after eliminating these exchange translation effects is discussed below
      at constant rates of exchange. Underlying sales grew by 1.5%. Our Foods business grew well following the
      successful implementation of a new go-to-market approach in
      2003 and the rapid launch of a range of low-carb products across much of
      the portfolio in the first half of 2004. Our US ice cream brandsKlondike,BreyersandBen & Jerryscontinued
      to grow well, gaining market share in a highly competitive market through health
      and wellness lines such as low-carb, low-sugar, lactose-free and
      yoghurt products. These good performances more than offset the decline
      in sales ofSlimFastwhich was relaunched towards the end of the year.


The weight-management category in North
      America declined significantly during the second half of 2004. Our review
      of the carrying value ofSlimFastgoodwill
      resulted in a goodwill impairment charge of €650 million (€591
      million at current rates of exchange) in the fourth quarter. Deodorants grew strongly through the success
      ofAxe,
      however strong competition led to some loss of market share in other home
      and personal care categories. Operating margin declined from 11.2% to
      3.2%, reflecting an exceptional charge for the impairment ofSlimFastgoodwill
      and a step-up in exceptional restructuring charges associated with the
      One Unilever simplification project. Operating margin BEIA declined from
      16.8% to 15.4%, impacted by higher commodity costs and the costs of reorganising
      production facilities forSlimFastin the fourth quarter.




42UnileverAnnual
      Report and Accounts 2004

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Back to Contents

Operating review by regionNorth America (continued)



|2003
            results compared with 2002                              | € million |          | € million |            | € million |            | € million |               | %     |            | %     | 
|------------------------------------------------------------------------ | --------- | -------- | --------- | ---------- | --------- | ---------- | --------- | ------------- | ----- | ---------- | ----- | 
|                                                                         |           | Exchange |           |            |           |            |           | Change at     |       | Change at  |      
|2003 at                                                                  |           | rate     |           | 2003 at    |           | 2002 at    |           | actual        |       | constant   |      
|2002 rates                                                               |           | effects  |           | 2003 rates |           | 2002 rates |           | current rates |       | 2002 rates |      
|                                                                         |           |          |           |            |           |            |           |               |       |            |       | 
|Group turnover                                                           | 11 596    |          | (1 822    | )          | 9 774     |            | 12 446    |               | (21)% |            | (7)%  | 
|Group operating profit                                                   | 1 263     |          | (192      | )          | 1 071     |            | 1 541     |               | (30)% |            | (18)% | 
|                                                                         |           |          |           |            |           |            |           |               |       |            |       | 
|                                                                         |           |          |           |            |           |            |           |               |       |            |       | 
|Turnover                                                                 | 11 710    |          | (1 841    | )          | 9 869     |            | 12 568    |               | (21)% |            | (7)%  | 
|                                                                         |           |          |           |            |           |            |           |               |       |            |       | 
|Operating profit BEIA                                                    | 1 975     |          | (315      | )          | 1 660     |            | 2 070     |               | (20)% |            | (5)%  | 
|Exceptional items                                                        | (174      | )        | 35        |            | (139      | )          | (3        | )             |       |            |       | 
|Amortisation  goodwill and intangible
        assets                    | (503      | )        | 83        |            | (420      | )          | (494      | )             |       |            |       | 
|                                                                         |           |          |           |            |           |            |           |               |       |            |       | 
|Operating profit                                                         | 1 298     |          | (197      | )          | 1 101     |            | 1 573     |               | (30)% |            | (17)% | 
|                                                                         |           |          |           |            |           |            |           |               |       |            |       | 
|Operating margin                                                         | 11.1%     |          |           |            | 11.2%     |            | 12.5%     |               |       |            |       | 
|Operating margin BEIA                                                    | 16.9%     |          |           |            | 16.8%     |            | 16.5%     |               |       |            |       | 
|                                                                         |           |          |           |            |           |            |           |               |       |            |       | 
|                                                                         |           |          |           |            |           |            |           |               |       |            |       | 
|Turnover
            and underlying sales growth(at constant 2002 rates) |           |          |           |            |           |            |           |               |       |            |       | 
|2003                                                                     |           |          |           |            |           |            |           |               |       |            |      
|vs 2002                                                                  |           |          |           |            |           |            |           |               |       |            |      
|                                                                         |           |          |           |            |           |            |           |               |       |            |       | 
|Underlying sales growth (%)                                              | (3.1      | )        |           |            |           |            |           |               |       |            |       | 
|Effect of acquisitions (%)                                               | 0.1       |          |           |            |           |            |           |               |       |            |       | 
|Effect of disposals (%)                                                  | (4.0      | )        |           |            |           |            |           |               |       |            |       | 
|Turnover growth (%)                                                      | (6.8      | )        |           |            |           |            |           |               |       |            |       | 
|                                                                         |           |          |           |            |           |            |           |               |       |            |       | 



Turnover fell by 21% at current rates of
      exchange, with currency movements contributing a 14% decline. Operating
      profit fell by 30% and operating profit BEIA fell by 20%, with currency
      movements principally the weakening of the US dollar contributing declines
      of 13% and 15% respectively. The underlying performance of the business
      after eliminating exchange translation effects is discussed below at constant
      exchange rates. Underlying sales declined by 3.1%, including
      a positive 0.2% from pricing. The performance ofSlimFastand prestige
      fragrances, in combination with the one-off impacts of trade de-stocking
      and weak out-of-home channels in the first half of the year, diluted underlying
      sales growth by 3.6%. Turnover, including the impact of disposals, declined
      by 7%. In mass personal care we improved our overall
      market position throughAxedeodorants,
      and established theDovebrand in daily
      hair care. In laundry we further improved profitability, notwithstanding
      negative pricing through bonus pack promotions in a competitive market
      in which we lost a little under one percentage point of market share. Our prestige fragrance business declined
      in weak markets. Our priority was to restructure the business onto a more
      robust footing. We refocused the brand portfolio and reduced costs to release
      funds for future investment behind innovation in the leading brands.


Unilever Bestfoods sales grew in a competitive
      market and in a year in which we successfully introduced a new go-to-market approach.
      Particular strengths wereHellmanns,LiptonandBertollithrough pasta sauces and frozen foods,Becelmargarine
      in Canada andLawrysthrough the newSpice
      Blendssteak sauce. These good
      performances were partly offset by declines in spreads consumption because
      of lower butter prices, and by declines inBertolliolive
      oil and inRagúpasta
      sauces due to changes in our approach to promotional plans and timing. In ice cream we continued to grow well and
      gain market share, notwithstanding weak out-of-home markets.BreyersandGood Humorperformed
      strongly in grocery channels, including the extension of the health range
      and the introduction ofSlimFast. OurUBF
        Foodsolutionsbusiness moved
        ahead despite weak market conditions with a stronger performance in the
        second half of the year. SlimFasthas
      been heavily affected by changing consumer tastes and dieting choices.
      We responded with the launch of a range of new products in the second half
      of the year, and a relaunch of the brand at the start of 2004. The regional operating margin BEIA at 16.9%
      was 0.4% ahead of the prior year.




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    Report and Accounts 200443

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Operating review by region
Africa, Middle East and Turkey





|                                                      |           |          |           |            |           |            |           |               |       |            |       | 
|----------------------------------------------------- | --------- | -------- | --------- | ---------- | --------- | ---------- | --------- | ------------- | ----- | ---------- | ----- | 
|2004 results compared
    with 2003                   | € million |          | € million |            | € million |            | € million |               | %     |            | %     | 
|                                                      |           | Exchange |           |            |           |            |           | Change at     |       | Change at  |      
|2004 at                                               |           | rate     |           | 2004 at    |           | 2003 at    |           | actual        |       | constant   |      
|2003 rates                                            |           | effects  |           | 2004 rates |           | 2003 rates |           | current rates |       | 2003 rates |      
|                                                      |           |          |           |            |           |            |           |               |       |            |       | 
|Group turnover                                        | 3 290     |          | (27       | )          | 3 263     |            | 3 276     |               | %    |            | %    | 
|Group operating profit                                | 297       |          | 5         |            | 302       |            | 419       |               | (28)% |            | (29)% | 
|                                                      |           |          |           |            |           |            |           |               |       |            |       | 
|                                                      |           |          |           |            |           |            |           |               |       |            |       | 
|Turnover                                              | 3 302     |          | (28       | )          | 3 274     |            | 3 302     |               | (1)%  |            | %    | 
|                                                      |           |          |           |            |           |            |           |               |       |            |       | 
|Operating profit BEIA                                 | 399       |          |          |            | 399       |            | 438       |               | (9)%  |            | (9)%  | 
|Exceptional items                                     | (80       | )        | 3         |            | (77       | )          | 6         |               |       |            |       | 
|Amortisation  goodwill and intangible
        assets | (19       | )        | 1         |            | (18       | )          | (22       | )             |       |            |       | 
|                                                      |           |          |           |            |           |            |           |               |       |            |       | 
|Operating profit                                      | 300       |          | 4         |            | 304       |            | 422       |               | (28)% |            | (29)% | 
|                                                      |           |          |           |            |           |            |           |               |       |            |       | 
|Operating margin                                      | 9.1%      |          |           |            | 9.3%      |            | 12.8%     |               |       |            |       | 
|Operating margin BEIA                                 | 12.1%     |          |           |            | 12.2%     |            | 13.3%     |               |       |            |       | 
|                                                      |           |          |           |            |           |            |           |               |       |            |       | 

|                                     |             |  
|------------------------------------ | ----------- | -
|Turnover and underlying sales growth | 2004vs 2003 |  
|(at constant 2003 rates)             |            
|                                     |             |  
|Underlying sales growth (%)          | 3.1         |  
|Effect of acquisitions (%)           | 0.1         |  
|Effect of disposals (%)              | (3.1        | )
|Turnover growth (%)                  |            |  
|                                     |             |  
|                                     |             |  

Turnover fell by 1% at current rates of exchange, fully explained by currency movements. Operating profit declined by 28% and operating profit BEIA fell by 9% with currency movements contributing a 1% improvement to
operating profit and having no effect on operating profit BEIA. The underlying performance of the business after eliminating these exchange translation effects is discussed below at constant rates of exchange. Underlying sales grew by 3.1%. Nigeria had a strong year in both Foods and Home and Personal Care. South East Africa performed well in difficult conditions. In South Africa there has been improved volume growth, but negative pricing as we took
action to ensure our brands remain competitive.


In Turkey, significant price reductions on ourSanabrand to defend our market volume meant a decline in sales, however there was a
good performance in laundry, whereOmohas regained market leadership. Operating margin declined from 12.8% to 9.1%. Operating margin BEIA declined from 13.3% to 12.1% with profitability affected by more competitive pricing, asset write-downs and doubtful debts arising from distributor
arrangements in North Africa.




44UnileverAnnual Report and Accounts 2004

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Operating review by regionAfrica, Middle East and Turkey (continued)



|2003 results
          compared with 2002     | € million |          | € million |            | € million |            | € million |               | %   |            | %   | 
|--------------------------------------------- | --------- | -------- | --------- | ---------- | --------- | ---------- | --------- | ------------- | --- | ---------- | --- | 
|                                              |           | Exchange |           |            |           |            |           | Change at     |     | Change at  |    
|2003 at                                       |           | rate     |           | 2003 at    |           | 2002 at    |           | actual        |     | constant   |    
|2002 rates                                    |           | effects  |           | 2003 rates |           | 2002 rates |           | current rates |     | 2002 rates |    
|                                              |           |          |           |            |           |            |           |               |     |            |     | 
|Group turnover                                | 3 360     |          | (84       | )          | 3 276     |            | 3 139     |               | 4%  |            | 7%  | 
|Group operating profit                        | 428       |          | (9        | )          | 419       |            | 282       |               | 49% |            | 52% | 
|                                              |           |          |           |            |           |            |           |               |     |            |     | 
|                                              |           |          |           |            |           |            |           |               |     |            |     | 
|Turnover                                      | 3 390     |          | (88       | )          | 3 302     |            | 3 225     |               | 2%  |            | 5%  | 
|                                              |           |          |           |            |           |            |           |               |     |            |     | 
|Operating profit BEIA                         | 450       |          | (12       | )          | 438       |            | 349       |               | 26% |            | 29% | 
|Exceptional items                             | 7         |          | (1        | )          | 6         |            | (39       | )             |     |            |     | 
|Amortisation  goodwill and intangible assets | (25       | )        | 3         |            | (22       | )          | (19       | )             |     |            |     | 
|                                              |           |          |           |            |           |            |           |               |     |            |     | 
|Operating profit                              | 432       |          | (10       | )          | 422       |            | 291       |               | 45% |            | 48% | 
|                                              |           |          |           |            |           |            |           |               |     |            |     | 
|Operating margin                              | 12.7%     |          |           |            | 12.8%     |            | 9.0%      |               |     |            |     | 
|Operating margin BEIA                         | 13.3%     |          |           |            | 13.3%     |            | 10.8%     |               |     |            |     | 
|                                              |           |          |           |            |           |            |           |               |     |            |     | 

|                                     | 2003vs 2002 |  
|------------------------------------ | ----------- | -
|Turnover and underlying sales growth |            
|(at constant 2002 rates)             |            
|                                     |             |  
|Underlying sales growth (%)          | 7.4         |  
|Effect of acquisitions (%)           | 1.6         |  
|Effect of disposals (%)              | (3.7        | )
|Turnover growth (%)                  | 5.1         |  
|                                     |             |  
|                                     |             |  

Turnover grew by 2% at current rates of exchange, with currency movements contributing a 3% decline. Operating profit grew by 45% and operating profit BEIA grew by 26%, with currency movements contributing 3% declines
in both cases. The underlying performance of the business after eliminating exchange translation effects is discussed below at constant exchange rates. Underlying sales grew 7.4% with 5% from volume growth. Turnover grew 5% including the net impact of acquisitions and disposals. Innovations behind theOmoandSurfbrands were the
drivers of an excellent performance in laundry. In personal care,Dove,Lux


andRexonaall grew at over 20%, whileSunsilkachieved the leading position in hair care in Turkey. In Foods, growth in savoury was led byKnorr, and included the launch into a number of countries in the Middle East. Ice cream andLiptontea also grew well, while volumes declined in cooking oils, especially in French West Africa. The regional operating margin BEIA at 13.3% was 2.5% ahead of last year, mainly through higher gross margins from production-cost reduction, the benefits of volume growth and the reversal of previous devaluation-led
cost increases.




UnileverAnnual
Report and Accounts 2004     45

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Operating review by region
Asia and Pacific





|                                              |           |          |           |            |           |            |           |               |       |            |       | 
|--------------------------------------------- | --------- | -------- | --------- | ---------- | --------- | ---------- | --------- | ------------- | ----- | ---------- | ----- | 
|2004 results compared
    with 2003           | € million |          | € million |            | € million |            | € million |               | %     |            | %     | 
|                                              |           | Exchange |           |            |           |            |           | Change at     |       | Change at  |      
|2004 at                                       |           | rate     |           | 2004 at    |           | 2003 at    |           | actual        |       | constant   |      
|2003 rates                                    |           | effects  |           | 2004 rates |           | 2003 rates |           | current rates |       | 2003 rates |      
|                                              |           |          |           |            |           |            |           |               |       |            |       | 
|Group turnover                                | 6 952     |          | (480      | )          | 6 472     |            | 7 063     |               | (8)%  |            | (2)%  | 
|Group operating profit                        | 723       |          | (58       | )          | 665       |            | 1 072     |               | (38)% |            | (32)% | 
|                                              |           |          |           |            |           |            |           |               |       |            |       | 
|                                              |           |          |           |            |           |            |           |               |       |            |       | 
|Turnover                                      | 6 954     |          | (480      | )          | 6 474     |            | 7 094     |               | (9)%  |            | (2)%  | 
|                                              |           |          |           |            |           |            |           |               |       |            |       | 
|Operating profit BEIA                         | 870       |          | (68       | )          | 802       |            | 1 024     |               | (22)% |            | (15)% | 
|Exceptional items                             | (102      | )        | 5         |            | (97       | )          | 88        |               |       |            |       | 
|Amortisation  goodwill and intangible assets | (45       | )        | 5         |            | (40       | )          | (40       | )             |       |            |       | 
|                                              |           |          |           |            |           |            |           |               |       |            |       | 
|Operating profit                              | 723       |          | (58       | )          | 665       |            | 1 072     |               | (38)% |            | (33)% | 
|                                              |           |          |           |            |           |            |           |               |       |            |       | 
|Operating margin                              | 10.4%     |          |           |            | 10.3%     |            | 15.1%     |               |       |            |       | 
|Operating margin BEIA                         | 12.5%     |          |           |            | 12.4%     |            | 14.4%     |               |       |            |       | 
|                                              |           |          |           |            |           |            |           |               |       |            |       | 

|                                     |             |  
|------------------------------------ | ----------- | -
|Turnover and underlying sales growth | 2004vs 2003 |  
|(at constant 2003 rates)             |            
|                                     |             |  
|Underlying sales growth (%)          | 1.4         |  
|Effect of acquisitions (%)           | 0.5         |  
|Effect of disposals (%)              | (3.8        | )
|Turnover growth (%)                  | (2.0        | )
|                                     |             |  
|                                     |             |  

Turnover fell by 9% at current rates of exchange, with currency movements contributing a 7% decline. Operating profit declined by 38% and operating profit BEIA fell by 22% with currency movements contributing a 5% and
7% decline respectively. The underlying performance of the business after eliminating these exchange translation effects is discussed below at constant rates of exchange. Underlying sales grew by 1.4%. Brooke Bondtea in India andSariwangiin Indonesia both grew strongly. However it was a
difficult year for tea in Pakistan, which faced increased promotional activity by local competition. There was strong growth of our ice cream businesses, particularly in Indonesia and China.


In hair care in Japan, where we had previously made excellent market share gains, there was a fierce response from competitors and volumes were lower. In laundry in India, where competition has also been intense,
volumes were well ahead, but at significantly lower prices. Operating margin declined from 15.1% to 10.4%. Operating margin BEIA declined to 12.5% from 14.4% impacted by increased advertising and promotion and price competitiveness as we responded robustly to competitive attack
in a number of key markets. In India, charges were incurred in exiting from confectionery and from asset write-downs in tea plantations and bakery.




46UnileverAnnual Report and Accounts 2004

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Operating review by regionAsia and Pacific (continued)



|2003 results
          compared with 2002     | € million |          | € million |            | € million |            | € million |               | %     |            | %   | 
|--------------------------------------------- | --------- | -------- | --------- | ---------- | --------- | ---------- | --------- | ------------- | ----- | ---------- | --- | 
|                                              |           | Exchange |           |            |           |            |           | Change at     |       | Change at  |    
|2003 at                                       |           | rate     |           | 2003 at    |           | 2002 at    |           | actual        |       | constant   |    
|2002 rates                                    |           | effects  |           | 2003 rates |           | 2002 rates |           | current rates |       | 2002 rates |    
|                                              |           |          |           |            |           |            |           |               |       |            |     | 
|Group turnover                                | 8 039     |          | (976      | )          | 7 063     |            | 7 679     |               | (8)%  |            | 5%  | 
|Group operating profit                        | 1 217     |          | (145      | )          | 1 072     |            | 1 081     |               | (1)%  |            | 13% | 
|                                              |           |          |           |            |           |            |           |               |       |            |     | 
|                                              |           |          |           |            |           |            |           |               |       |            |     | 
|Turnover                                      | 8 076     |          | (982      | )          | 7 094     |            | 7 865     |               | (10)% |            | 3%  | 
|                                              |           |          |           |            |           |            |           |               |       |            |     | 
|Operating profit BEIA                         | 1 166     |          | (142      | )          | 1 024     |            | 1 119     |               | (8)%  |            | 4%  | 
|Exceptional items                             | 98        |          | (10       | )          | 88        |            | 13        |               |       |            |     | 
|Amortisation  goodwill and intangible assets | (47       | )        | 7         |            | (40       | )          | (30       | )             |       |            |     | 
|                                              |           |          |           |            |           |            |           |               |       |            |     | 
|Operating profit                              | 1 217     |          | (145      | )          | 1 072     |            | 1 102     |               | (3)%  |            | 10% | 
|                                              |           |          |           |            |           |            |           |               |       |            |     | 
|Operating margin                              | 15.1%     |          |           |            | 15.1%     |            | 14.0%     |               |       |            |     | 
|Operating margin BEIA                         | 14.4%     |          |           |            | 14.4%     |            | 14.2%     |               |       |            |     | 
|                                              |           |          |           |            |           |            |           |               |       |            |     | 

|                                     |             |  
|------------------------------------ | ----------- | -
|Turnover and underlying sales growth | 2003vs 2002 |  
|(at constant 2002 rates)             |            
|                                     |             |  
|Underlying sales growth (%)          | 3.7         |  
|Effect of acquisitions (%)           | 1.9         |  
|Effect of disposals (%)              | (2.8        | )
|Turnover growth (%)                  | 2.7         |  
|                                     |             |  
|                                     |             |  

Turnover fell by 10% at current rates of exchange, with currency movements contributing a 13% decline. Operating profit fell by 3% and operating profit BEIA fell by 8%, with currency movements, notably in India,
contributing declines of 13% and 12% respectively. The underlying performance of the business after eliminating exchange translation effects is discussed below at constant exchange rates. Underlying sales grew by 3.7%, almost entirely from volume. Turnover, including the net impact of acquisitions and disposals, increased by 2.7%. In our Home and Personal Care consumer business, growth was strong and broad-based across categories. Activities behindLuxincluded
the launch of theLux Sparange in Japan andLux Super Richshampoo in a number of
markets.Lifebuoywas relaunched in India with new variants and the distribution ofLifebuoyshampoo was extended in Indonesia.Pondsgrowth was led by the launch of mini-pack moisturisers in Indonesia and good performances in China
and India. The launch of the no marks variant boosted growth ofFair & Lovelyin India. Laundry


benefited from activities including the relaunch ofBreeze Colourin Thailand, improved formulations in Vietnam and launches of
variants ofSurfwith fabric conditioner, and aSurfbar with bleach in the
Philippines. Sales in low-margin, non-consumer businesses were sharply lower, as planned. In Foods the main focus in the year was improving the overall shape of the business. This included acquiring the outstanding part of the CPC/Ajinomoto joint venture, disposing of, or withdrawing from, several
non-leading brands and improving the distribution system in the Philippines. This was reflected in a progressive pick-up in the growth of the leading brands over the year. Indonesia made further progress withBango, RoycoandSariwangias we improved distribution. In leaf teaBrooke Bondwas relaunched in India andLiptongreen tea bags were launched in China.Knorr Soupy Snaxwere launched in India and theKnorrbrand grew well in China. The regional operating margin BEIA at 14.4% was 0.2% ahead of the previous year after a 0.4% increase in advertising and promotions.




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Operating review by regionLatin America





|                                              |           |          |           |            |           |            |           |               |      |            |     | 
|--------------------------------------------- | --------- | -------- | --------- | ---------- | --------- | ---------- | --------- | ------------- | ---- | ---------- | --- | 
|2004 results
        compared with 2003       | € million |          | € million |            | € million |            | € million |               | %    |            | %   | 
|                                              |           | Exchange |           |            |           |            |           | Change at     |      | Change at  |    
|2004 at                                       |           | rate     |           | 2004 at    |           | 2003 at    |           | actual        |      | constant   |    
|2003 rates                                    |           | effects  |           | 2004 rates |           | 2003 rates |           | current rates |      | 2003 rates |    
|                                              |           |          |           |            |           |            |           |               |      |            |     | 
|Group turnover                                | 4 549     |          | (337      | )          | 4 212     |            | 4 372     |               | (4)% |            | 4%  | 
|Group operating profit                        | 403       |          | (45       | )          | 358       |            | 358       |               | %   |            | 12% | 
|                                              |           |          |           |            |           |            |           |               |      |            |     | 
|                                              |           |          |           |            |           |            |           |               |      |            |     | 
|Turnover                                      | 4 554     |          | (337      | )          | 4 217     |            | 4 380     |               | (4)% |            | 4%  | 
|                                              |           |          |           |            |           |            |           |               |      |            |     | 
|Operating profit BEIA                         | 745       |          | (54       | )          | 691       |            | 618       |               | 12%  |            | 20% | 
|Exceptional items                             | (182      | )        | (3        | )          | (185      | )          | (104      | )             |      |            |     | 
|Amortisation  goodwill and intangible assets | (158      | )        | 12        |            | (146      | )          | (156      | )             |      |            |     | 
|                                              |           |          |           |            |           |            |           |              
|Operating profit                              | 405       |          | (45       | )          | 360       |            | 358       |               | 1%   |            | 13% | 
|                                              |           |          |           |            |           |            |           |               |      |            |     | 
|Operating margin                              | 8.9%      |          |           |            | 8.5%      |            | 8.2%      |               |      |            |     | 
|Operating margin BEIA                         | 16.4%     |          |           |            | 16.4%     |            | 14.1%     |               |      |            |     | 
|                                              |           |          |           |            |           |            |           |               |      |            |     | 

|                                     |             |  
|------------------------------------ | ----------- | -
|Turnover and underlying sales growth | 2004vs 2003 |  
|(at constant 2003 rates)             |            
|                                     |             |  
|Underlying sales growth (%)          | 7.2         |  
|Effect of acquisitions (%)           |            |  
|Effect of disposals (%)              | (3.1        | )
|Turnover growth (%)                  | 4.0         |  
|                                     |             |  
|                                     |             |  

Turnover fell by 4% at current rates of exchange, with currency movements contributing a 8% decline. Operating profit improved by 1%, and operating profit BEIA improved by 12% with currency movements contributing a 12%
and 8% decline respectively. The underlying performance of the business after eliminating these exchange translation effects is discussed below at constant rates of exchange. Underlying sales grew by 7.2%. Growth was strong across both Foods and Home and Personal Care categories, and comes mainly from volume. Argentina and Mexico both had excellent performances. In Foods, growth has been driven by innovation to address both Vitality and low-income needs, including cholesterol-freeHellmannsmayonnaise; the extension of the soy benefits ofAdeS; and the launch of low unit priceKnorrseasoning cubes.


All of the global personal care brands contributed to another strong year. In laundry, growth ofOmowas boosted by the global
Pockets and Dirt is Good campaigns and the launch of the Aloe Vera variant. Operating margin increased from 8.2% to 8.9%. Exceptional items included restructuring costs for the One Unilever simplification project and a provision for potential repayment of certain sales tax credits in
Brazil. Operating margin BEIA increased from 14.1% in 2003 to 16.4% in 2004 with the region benefiting from strong top-line growth and cost savings as we extended our regional shared service centres.




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Operating review by region
Latin America (continued)

|2003 results compared with 2002               | € million  |   | € million |   | € million  |   | € million  |   | %             |  | %          | 
|--------------------------------------------- | ---------- | - | --------- | - | ---------- | - | ---------- | - | ------------- |  | ---------- | 
|                                              |            |   | Exchange  |   |            |   |            |   | Change at     |  | Change at  | 
|                                              | 2003 at    |   | rate      |   | 2003 at    |   | 2002 at    |   | actual        |  | constant   | 
|                                              | 2002 rates |   | effects   |   | 2003 rates |   | 2002 rates |   | current rates |  | 2002 rates | 
|                                              |            |   |           |   |            |   |            |   |               |  |            | 
|Group turnover                                | 5 706      |   | (1 334    | ) | 4 372      |   | 5 433      |   | (20)%         |  | 5%         | 
|Group operating profit                        | 489        |   | (131      | ) | 358        |   | 505        |   | (29)%         |  | (3)%       | 
|                                              |            |   |           |   |            |   |            |   |               |  |            | 
|                                              |            |   |           |   |            |   |            |   |               |  |            | 
|Turnover                                      | 5 715      |   | (1 335    | ) | 4 380      |   | 5 445      |   | (20)%         |  | 5%         | 
|                                              |            |   |           |   |            |   |            |   |               |  |            | 
|Operating profit BEIA                         | 809        |   | (191      | ) | 618        |   | 770        |   | (20)%         |  | 5%         | 
|Exceptional items                             | (114       | ) | 10        |   | (104       | ) | (58        | ) |               |  |            | 
|Amortisation  goodwill and intangible assets | (207       | ) | 51        |   | (156       | ) | (207       | ) |               |  |            | 
|                                              |            |   |           |   |            |   |            |   |               |  |            | 
|Operating profit                              | 488        |   | (130      | ) | 358        |   | 505        |   | (29)%         |  | (3)%       | 
|                                              |            |   |           |   |            |   |            |   |               |  |            | 
|Operating margin                              | 8.5%       |   |           |   | 8.2%       |   | 9.3%       |   |               |  |            | 
|Operating margin BEIA                         | 14.2%      |   |           |   | 14.1%      |   | 14.1%      |   |               |  |            | 
|                                              |            |   |           |   |            |   |            |   |               |  |            | 
|                                              |            |   |           |   |            |   |            |   |               |  |            | 

|Turnover and underlying sales growth | 2003    |  
|------------------------------------ | ------- | -
|(at constant 2002 rates)             | vs 2002 |  
|                                     |         |  
|Underlying sales growth (%)          | 8.1     |  
|Effect of acquisitions (%)           | 0.1     |  
|Effect of disposals (%)              | (3.1    | )
|Turnover growth (%)                  | 5.0     |  
|                                     |         |  
|                                    
|

Turnover fell by 20% at current rates of exchange, with currency movements contributing a 25% decline. Operating profit fell by 29% and operating profit BEIA fell by 20%, with currency movements, notably in Brazil and
Mexico, contributing declines of 26% and 25% respectively. The underlying performance of the business after eliminating exchange translation effects is discussed below at constant exchange rates. Underlying sales grew by 8.1%, entirely through pricing as we recovered earlier devaluation-led cost increases. The speed of economic recovery was, however, uneven and Brazil in particular remained weak although we saw
a strong improvement in Argentina. Home and Personal Care moved back into positive volume growth in the second half of the year, but this was offset by continuing market declines in Foods categories, resulting in a 2.2% overall volume decline for
the year. Including the impact of disposals, turnover increased 5.0%. The key drivers of growth were our personal care brands:Lux, which was relaunched with innovations in both product and packaging;Sunsilk, including the test launch of hair colorants in Argentina, Mexico and Brazil and the success of theLisagehair-straightening variant;Rexona,with the launch of a deodorant spray in Colombia and Venezuela; andAxe,with the launch of new variants and extension to new geographies.


In laundry we continued to hold strong share positions and delivered good growth. A series of innovations were introduced under theOmo,RadiantandSurfbrands, and fabric conditioners in Argentina
  performed particularly well. In Foods, markets continued to be competitive and consumption remained weak, especially in Brazil. Nonetheless we continued to improve the base of our business. Innovations boosted strong growth for theAdeSsoy-based drink.Ariscogrew well in Brazil, showing the value of alternative smart
choice brands in a difficult economy. The savoury portfolio was strengthened through the migration of theCicabrand toKnorrin Brazil and the introduction ofKnorrto Central America. Overall growth in Foods was impacted by
our actions to reduce the tail of non-leading brands by managing some brands for value through a harvest strategy or through disposal. The regional operating margin BEIA at 14.2% was 0.1% ahead of last year with an improvement in gross margin partly reinvested in increased advertising and promotions. We made good progress with savings programmes and
progressively recovered the impact of devaluation-led cost increases.




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Risk management

The following discussion about risk management activities includes forward-looking statements that involve risk and uncertainties. The actual results could differ materially from those projected. See the
Cautionary Statement on page 3. Unilevers system of risk management is outlined on page 92. Responsibility for establishing a coherent framework for the Group to manage risk resides with the Corporate Risk Committee. The remit of the Corporate
Risk Committee is outlined on page 57. Particular risks and uncertainties that could cause actual results to vary from those described in forward-looking statements within this document, or which could impact on our ability to meet our published targets
have been identified. In 2005, the most significant risk that the business faces, and which therefore is the key focus of the risk management process in 2005, arises in ensuring the business moves from the Path to Growth strategy, which concluded in
December 2004, to the implementation of the new organisation which we expect to be effective from April 2005. In this context the following specific risks have been identified as areas of focus in 2005: Our brands
We have a number of large global brands, including
12 with an annual turnover of greater than €1 billion. Any adverse event
affecting consumer confidence or continuity of supply of such a brand would have
an impact on the overall business. The carrying value of intangible assets associated
with many of our brands is significant, and depends on the future success of
those brands. There remains a risk that events affecting one or more of our global
leading brands will potentially impair the value of the brands. The Group therefore
continues to monitor closely the performance of our leading brands and will take
appropriate action to mitigate any threat to brand value. Innovation
Our growth depends in large part on our ability to generate and implement a stream of consumer-relevant improvements to our products. The contribution of innovation is affected by the level of funding that can be made
available, the technical capability of the research and development functions, and the success of operating management in rolling out quickly the resulting improvements. People
Unilevers performance requires it to have
the right calibre of managers in place. We must compete to obtain capable recruits
for the business, and then train them in the skills and competencies that we
need to deliver growth. The business transformation programme required to implement
the new organisation includes the risk of disruption to normal business operations.
This risk was inherent in the Path to Growth strategy that was completed in December
2004; although we experienced no material disruption to the business throughout
the life of the Path to Growth strategy, we will remain focused on avoiding such
disruption. Economic conditions in developing countries
About a third of Unilevers turnover comes
from the group of developing and emerging economies. We have long experience
in these markets, which are also an important source of our growth. These economies
are more volatile than those in the developed world, and there is a risk of downturns
in effective consumer demand that would reduce the sales of our products.




Customer relationships and distribution
  Unilevers products are generally sold
  through its sales force and through independent brokers, agents and distributors
  to chain, wholesale, co-operative and independent grocery accounts, food service
  distributors and institutions. Products are distributed through distribution
  centres, satellite warehouses, company-operated and public storage facilities,
  depots and other facilities. Sales to large customers or sales via specialised
  distribution channels are
significant in some of our businesses. The loss of a small number of major customers or a major disruption of a specialised distribution centre or channel could have an adverse effect on the Groups business and results of operations. Price and supply of raw materials and commodities contracts
Unilevers products are manufactured from
a large number of diverse materials. Unilever has experience in managing fluctuations
in both price and availability. However, movements outside the normal range may
have
an impact upon margins. Some of our businesses, principally edible fats companies in Europe, may use forward contracts over a number of oils to hedge future requirements. None of these contracts are entered into for speculative purposes. We
purchase forward contracts in bean, rape, sunflower, palm, coconut and palm kernel oils, almost always for physical delivery. We may also use futures contracts to hedge future price movements; however, the amounts are not material. The total value
of open forward contracts at the end of 2004 was €200 million compared with €292 million in 2003. In addition, our plantations businesses may use forward contracts for physical delivery of palm oil and tea under strictly controlled policies and exposure limits. Outstanding forward contracts at the end of 2004 were
not material. Corporate reputation
Unilever has a good corporate reputation and many
of our businesses, which operate in some 100 countries around the world, have
a high profile in their region. Unilever products carrying our well-known brand
names are sold in over 150 countries. Should we fail to meet high product safety,
social, environmental and ethical standards in all our operations and activities,
Unilevers corporate reputation could be damaged, leading to the rejection
of our products by consumers, devaluation of our brands and diversion of management
time into rebuilding our reputation. Examples of initiatives to manage key social
and environmental risks are mentioned on pages 12 and 13. Pensions and similar obligations
Pension assets and liabilities (pre-tax) of €13 529 million and €18 758 million respectively are held on the Groups
balance sheet as at 31 December 2004. Movements in equity markets, interest rates
and life expectancy could materially affect the level of surpluses and deficits
in these schemes, and could prompt the need for the Group to make additional
pension contributions in the future. The key assumptions used to value our pension
liabilities
are set out in note 18 on page 123.






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Risk management
(continued)

Cash and borrowings
The Group generated an Ungeared Free Cash Flow
of €4.9 billion in 2004 (see page 22). Ungeared Free Cash Flow provides the funds to service the financing of the business and enhance shareholder return. A material
and sustained shortfall in our cash flow could undermine our credit rating and overall investor confidence and could restrict the Groups ability to raise funding. The Group had gross borrowings totalling €12.0
billion at the end of 2004. Market, interest rate and foreign exchange risks
to which the Group is exposed are described below. Treasury risks
Unilever Treasury manages a variety of market risks, including the effects of changes in foreign exchange rates, interest rates and credit spreads. Other risks managed include liquidity, country and counterparty
risks. Unilever has an interest rate management policy aimed at optimising net interest cost and reducing volatility. This is achieved by modifying the interest rate exposure of debt and cash positions through the use of
interest rate swaps. Further details on the fixing levels of the projected net debt are given in note 16 on page 120. Unilevers foreign exchange policy requires that operating companies manage trading and financial foreign exchange exposures within prescribed limits. This is achieved primarily through the use of forward foreign
exchange contracts. Business groups monitor compliance with this policy. At the end of 2004, there was no material exposure from companies holding assets and liabilities other than in their functional currency. Unilever conducts business in many foreign currencies but publishes its financial statements and measures its performance in euros. As a result, it is subject to exchange risk due to the effects that exchange rate
movements have on the translation of the results and underlying net assets of its foreign subsidiaries. Unilever aims to reduce its foreign exchange exposure in operating companies by borrowing in the local currency, except where inhibited by local
regulations, lack of local liquidity or local market conditions. An exception may also be made where the economic value of the net assets locally is considered substantially to exceed their book value. From time to time, currency revaluations will
trigger exchange translation movements in our balance sheet as a result of these exceptions. In 2004, the significant weakening of the US dollar against the euro has had a negative impact on our reported operating results, but has had a positive
impact on our debt and equity, when reported in euros. Counterparty exposures are minimised by restricting dealing counterparties to a limited number of financial institutions that have secure credit ratings, by working within agreed counterparty limits, by obtaining
collateral for outstanding positions and by setting limits on the maturity of exposures. Counterparty credit ratings are closely monitored and concentration of credit risk with any single counterparty is avoided. There was no significant
concentration of credit risks with any single counterparty as at the year end. As a result of the share option plans for employees, we are exposed to movements in our own share price. In recent years we have hedged this risk through buying Unilever shares in the




market when the share option is granted and holding these shares until the share option is exercised or lapses. In 2001, we also entered into a contract with a bank for the forward purchase of Unilever shares, further
details of which are given in note 16 on page 121. At the year end, 97% of all outstanding employee share options were hedged; based on Unilevers experience with the exercise level of options we consider this position as being fully
hedged. The analysis below presents the sensitivity of
the fair value of the financial and derivative instruments the Group held at31 December
2004, to the hypothetical changes described below. Interest rate sensitivity
The fair values of debt, investments and related hedging instruments are affected by movements in interest rates. The analysis shows the sensitivity of the fair value of interest rate sensitive instruments to a
hypothetical 10% change in the interest rates (ie. 0.1% for each 1% of the interest rate) across all maturities as at 31 December 2004. Foreign exchange rate sensitivityThe values of debt, investments and hedging instruments, denominated in currencies other than the functional currency of the entities holding them, are subject to exchange rate movements. The analysis shows the
sensitivity of these values to a hypothetical 10% change in foreign exchange rates as at December 2004. Fair value changes:Sensitivity to
        ahypothetical
        10% change inrates as at 31
        December€ million
  
  € million2004
  
  2003Interest rate risk
   160
   
   175Foreign exchange rate risk
   7
   
   5 The above-mentioned interest rate sensitivity relates to financial and derivative instruments with fair values amounting to €12 397 million at the end of 2004 (2003: €16 411 million). For further information
on fair values see note 16 on page 121. The above-mentioned foreign exchange rate risk relates to a value of financial instruments and derivatives of €68 million at the end of 2004 (2003: €46 million). Further details on derivatives, foreign exchange exposures and other related information on financial instruments are given in note 16 on pages 120 and 121. In addition, as a multinational group, Unilevers businesses are exposed to varying degrees of risk and uncertainty related to other factors including competitive pricing, commodity, raw and packaging material
pricing, consumption levels, physical risks, legislative, fiscal, tax and regulatory developments, terrorism and economic, political and social conditions in the environments where we operate. All of these risks could materially affect the
Groups business, our turnover, operating profit, net profit, net assets and liquidity. There may also be risks which are unknown to Unilever or which are currently believed to be immaterial.






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Corporate governance

Structure Unilever Group
NV and PLC are the two parent companies of the Unilever Group of companies. They are separate companies, with separate stock exchange listings and different shareholders. Shareholders cannot convert or exchange the
shares of one for shares of the other, and the relative share prices on the various markets can, and do, fluctuate. This happens for a number of reasons, including changes in exchange rates. However, over time the prices of NV and PLC shares do stay
in close relation to each other, in particular because of our arrangements to pay dividends on an equalised basis. NV was incorporated under the name Naamlooze Vennootschap Margarine Unie in the Netherlands in 1927. PLC was incorporated under the name Lever Brothers Limited in Great Britain in 1894. Since 1930 when the Unilever
Group was formed, NV and PLC, together with their group companies, have operated, as nearly as is practicable, as a single entity. They have the same Directors, adopt the same accounting principles, and are linked by a series of agreements. The
Equalisation Agreement (see below), which regulates the mutual rights of the two sets of shareholders, is particularly important. NV and PLC are holding and service companies. Our businesses are carried out by our group companies around the world. The holding companies have agreed to co-operate in all areas and to ensure all group companies act
accordingly. Usually, shares in the group companies are held ultimately by either NV or PLC, with the main exceptions being that the US companies are owned by both and, as a result of the legal integration of Bestfoods into Unilever, a number of the
group companies are partly held by Unilever United States, Inc. These group companies are therefore also ultimately owned jointly by NV and PLC. See pages 165 to 168 for a listing of the Groups principal subsidiaries. Legal structure




Business organisation
Our operations are currently organised into two
global divisions  Foods and Home and Personal Care  headed by Division
Directors. These have been supported by their Business Presidents, responsible
for the profitability of their regional or global businesses. For details of
the Business Presidents, see page 69. This divisional and regional structure has facilitated complete alignment with the divisional objectives and strategy while ensuring that close operational control is maintained within regions which are largely
homogenous. In 2005 we will introduce a new, simpler structure that comprises three Regions, Europe, The Americas and Asia/AMET, whose managements will be responsible for our market operations, and two category managements, Foods
and Home and Personal Care, responsible for innovation and category management. Our objective is enhanced clarity of role and responsibility, whilst retaining the advantages of control and alignment. The existing Division and Business Group
structures will disappear. The new structure will be effective from April 2005. Co-operation
Under Unilevers constitutional arrangements,
NV and PLC have agreed to follow common policies, to exchange all relevant business
information, and to ensure that all group companies act accordingly. They aim
to co-operate in all areas, including in the purchase of raw materials and the
exchange and use of technical, financial and commercial information, secret or
patented processes and trade marks. These arrangements are designed to create a balance between the funds generated by the NV and PLC parts of the Group for the benefit of their respective sets of shareholders. The Equalisation Agreement
The Equalisation Agreement makes the position of the shareholders of both companies, as far as possible, the same as if they held shares in a single company. Under Article 2 of the Articles of Association of NV and Clause 3 of the Memorandum of Association of PLC, each company is required to carry out the Equalisation Agreement with the other. Both documents state that the
Agreement cannot be changed or terminated without the approval of shareholders (see page 59). In addition, Article 3 of the PLC Articles of Association states that PLCs Board must carry out the Equalisation Agreement and that the provisions of
the Articles of Association are subject to it. We are advised by counsel that these provisions oblige our Boards to carry out the Equalisation Agreement, unless it is amended or terminated with the approval of the shareholders of both companies. If the Boards fail
to enforce the Agreement, shareholders can compel them to do so under Netherlands and United Kingdom law.






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Corporate governance
(continued)

Under the Equalisation Agreement NV and PLC adopt the same financial periods and accounting policies. Dividends are paid in accordance with a formula relating to the nominal values of NV and PLCs issued share
capital. Neither company can issue or reduce capital without the consent of the other. Further information on the Equalisation Agreement is given on page 60. Mutual guarantee of borrowings
There is also a contractual arrangement between NV and PLC under which each will, if asked by the other, guarantee the borrowings of the other. They can also agree jointly to guarantee the borrowings of their
subsidiaries. We use this arrangement, as a matter of financial policy, for certain significant public borrowings. These arrangements enable lenders to rely on our combined financial strength. Corporate governance arrangements Corporate governance developments in 2004
The text that follows describes Unilevers
corporate governance arrangements following acceptance by the NV and PLC shareholders
of the proposals put to the Annual General Meetings in 2004. The principal change
was to make individuals who were formerly Advisory Directors formal, non-executive
members of the Boards of NV and PLC, with full entitlement to vote at meetings
and responsibility for the actions of the Boards. The position of Advisory Director
ceased. Full information on our previous arrangements and those changes were reported in the Annual Report and Accounts 2003 and in the papers relating to the 2004 Annual General Meetings respectively. These can be found on
the Unilever website atwww.unilever.com/ourcompany/investorcentre/. More information on our current corporate governance arrangements are set out in The Governance of Unilever, which can also be found atwww.unilever.com/ourcompany/investorcentre/. Corporate governance developments in 2005
The text that follows should be read in the light
of the changes that are being implemented in 2005. As indicated in the Chairmens
statement on pages 8 and 9, this streamlining of our leadership structure results
in the separation of the roles of Chairman and Group Chief Executive and the
replacement of the Executive Committee and Divisions with a new Executive Team
that will report to the Group Chief Executive. Shareholders will be asked at the Annual General Meetings in May 2005 to approve the necessary changes to the NV and PLC Articles of Association. Further details are set out in the Notices of the Meetings and these can
also be found atwww.unilever.com/ourcompany/investorcentre/.




The Board level changes lead to a reduction in the number of Executive Directors. Further information is given in Board changes on page 70. The Governance of Unilever is being revised to incorporate these changes,
which will include the definition of the roles and responsibilities of the single Chairman, who will be Non-Executive, and of the single Group Chief Executive. The Senior Independent Director will be made the Vice-Chairman of each of NV and PLC. The unified Board
The Boards of NV and PLC comprise the same Directors. The Chairmen and all of the Directors are Directors of both NV and PLC. This ensures unity of governance and of management. The Boards currently comprise seven
Executive Directors and nine independent Non-Executive Directors. See pages 68 and 69 for their biographies and page 70 for the changes planned for 2005. We achieve this unity through provisions in the NV and PLC Articles of Association governing which persons are eligible to be elected as Directors. See page 57 for details of our nomination procedure. Board responsibility
Our Boards have ultimate responsibility for the management, general affairs, direction and performance of the business as a whole. The responsibility of the Directors is collective, taking into account their respective
roles as Executive Directors and Non-Executive Directors. Our Boards meet at least seven times a year to consider important corporate events and actions, such as: 
   agreement of quarterly results announcements;
   approval of the Annual Report and Accounts;
   declaration of dividends;
   nominations for Board appointments;
   convening of shareholders meetings;
   approval of Board Remuneration Policy;
   approval of corporate strategy;
   approval of Corporate Annual Plan;
   review of risks and controls;
   authorisation of major transactions; and
   review of the functioning of the Boards and its Committees. Our Directors have set out a number of areas of responsibility which are reserved to themselves and other areas for which matters are delegated to committees whose actions are regularly reported to and monitored by the
Boards. These are described in the following section and on page 56. Board meetings are held in London and Rotterdam and chaired by the Chairmen of NV and PLC. The Chairmen are assisted by the Joint Secretaries, who ensure the Boards are supplied with all the information necessary for
their deliberations. This information is normally supplied during the week prior to each meeting. Other information is supplied as and when it is available. The Chairmen and the Joint Secretaries involve the Senior Independent Director (see page 55)
in the arrangements for Board Meetings.






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In 2004, the full Boards of NV and PLC met seven times. All our Executive Directors attended all seven meetings, except for Charles Strauss who missed one meeting prior to his retirement as a Director in May. During
  2004 Non-Executive Directors attended six of the meetings, being the four meetings following their election as Non-Executive Directors in May and two of the three earlier meetings, to which they were invited in their former role as Advisory
  Directors. All the Non-Executive Directors attended all six meetings, except for Professor Dik and Lord Simon who each missed one meeting, Claudio Gonzalez and Hilmar Kopper who each missed two meetings and Jeroen van der Veer who missed four
  meetings. These absences were due to conflicting commitments, most notably in the case of Jeroen van der Veer because of his need to attend Board Meetings of Royal Dutch Petroleum Company, although he was able to meet his commitments to attend all
  the meetings of the Nomination and Remuneration Committees. Directors are elected by shareholders at the Annual General Meetings of NV and PLC, to hold office, in principle, until the end of the next Annual General Meetings. All our Directors submit themselves for re-election
each year. Upon election, Directors receive a comprehensive Directors Manual and are briefed thoroughly on their responsibilities, and updates on corporate governance developments and investor relations matters are frequent
items at Board meetings. Executive Directors regularly visit Unilevers operations around the world and routinely receive presentations, either as the Boards or as a member of a Board Committee, on relevant aspects of the Unilever
business. The performance evaluation of the Boards as a whole in 2004 took the form of a comprehensive survey of the Directors, via questionnaire and individual consultation, as to how the governance changes approved by the
shareholders in May should be implemented and how the Boards ways of working should be changed from those in force previously. The proposed actions arising from this survey were considered and approved by the Boards at their meetings in
September and are being implemented. The assessment in 2005 will include a review of the changes in the ways of working, including the evaluation processes that have been set up. The performance of the Directors will be evaluated again in the course of 2005 by the Non-Executive Chairman and the Senior Independent Director. Each Board Committee is expected to conduct an annual self-assessment of its performance, which includes taking the views of the Boards on the performance of the Committee. The Chairman of the Committee reports to the
Boards on the results of the process. The Joint Secretaries are available to advise all Directors and ensure that Board procedures are complied with. They are appointed and can be removed by the Boards.




A procedure is in place to enable Directors, if they so wish, to seek independent professional advice at Unilevers expense. Appropriate Directors and Officers Liability insurance is in place. The Executive Directors and the Executive CommitteeThe text that follows describes the arrangements in place throughout 2004 and the first quarter of 2005. As indicated already under Corporate governance developments in 2005 on page 53, significant changes will take
place during 2005. The Chairmen of NV and PLC have been the principal executive officers of Unilever. They and the other Executive Directors are currently full-time executives and have been responsible for the operational management of
NV and PLC and the business enterprise connected therewith. They have reported regularly on operational management matters to the full Boards. Our Executive Directors currently hold specific management responsibilities through the Executive Committee. They currently comprise all of the top tier of our executives. The Executive Committee has been made up of the Chairmen of NV and PLC and five other members: the two Division Directors for Foods and for Home and Personal Care, the Corporate Development Director, the Financial
Director and the Personnel Director. The Executive Committee has been entrusted, within the parameters set out in The Governance of Unilever (the Boards statement of their internal arrangements), with all the Boards' powers, authorities and
discretions in relation to the operational management of Unilever. It has generally met formally on an approximately monthly basis and been chaired, alternately, by the Chairmen of NV and PLC. The Committee has been supplied with information by the Executive Committee Secretariat,
acting under the direction of the Joint Secretaries. All of our Executive Directors have been with Unilever full-time for at least five years, and in most cases for almost all of their business careers. For details see page 68. There are no family relationships between any of our Executive Directors, other executive officers (see page 57) or Non-Executive Directors. None of our Executive Directors are elected or appointed under any
arrangement or understanding. The Executive Directors are executive officers who are full-time employees and their service contracts are concluded for an indefinite period. They cease to hold executive office on ceasing to be Directors. Those
appointed prior to 2004 retire at the latest by the age of 62. Appointees from 2004 onwards retire at an age between 60 and 65, as decided by either them or the company. Information about the service arrangements for our Executive Directors can be seen on the Unilever website atwww.unilever.com/ourcompany/investorcentre/.




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Non-Executive Directors
  The Non-Executive Directors share responsibility
  for the execution of the Boards duties, taking account of their specific
  responsibilities, which are essentially supervisory. They, in particular, comprise
  the principal external presence in the governance of Unilever, and provide
  a strong independent element. See pages 68 and 69 for their biographies. The key elements of the role and responsibilities of our Non-Executive Directors are:  supervision of and advice to the Executive Committee; developing strategy with the Executive Committee; scrutiny of performance; controls; reporting of performance; remuneration of and succession planning for ExecutiveDirectors; and governance and compliance. Our Non-Executive Directors are chosen for their broad and relevant experience and international outlook, as well as their independence. They also form the Audit Committee, the External Affairs and Corporate Relations
Committee, the Remuneration Committee and the majority of the Nomination Committee. The roles and membership of these key Board Committees are described on page 56. The Non-Executive Directors meet regularly as a group, without the Executive Directors present, under the chairmanship of the Senior Independent Director. Subsequent to the Annual General Meetings in May 2004 they met
four times as a group. As well as Directors, Non-Executive Directors and the relevant Board Committee meetings, Non-Executive Directors attend other Directors conferences and quarterly meetings with the Chairmen. Our Non-Executive Directors have appointed Bertrand Collomb as Unilevers Senior Independent Director. He chairs their separate meetings and acts as their spokesman. The Senior Independent Director is consulted by
the Chairmen on the agenda and arrangements for Board Meetings. He is also, in appropriate cases, a point of contact for shareholders and other stakeholders. The Boards plan to make Bertrand Collomb Vice-Chairman of NV and PLC in 2005. Our Non-Executive Directors are engaged by resolutions
of the Boards, normally for an initial term of three to four years and thereafter
for terms of three years. Their terms of engagement are subject to their  renomination
by the Boards and their re-election by shareholders each year. Non-Executive Directors normally serve for no more than three terms of three years each, although exceptions are made if there are good reasons. The remuneration of the Non-Executive Directors is determined by the Boards, within the overall limit set by the shareholders, and it is reported on pages 86 and 87. All engagements and nominations are based on the
recommendations of the




Nomination Committee, and re-engagements and renominations are subject to continued good performance. Full details of the engagement of our Non-Executive Directors can be seen on the Unilever website atwww.unilever.com/ourcompany/ investorcentre/.The profile set by the Boards for the Non-Executive Directors and the chart used for orderly succession planning can also be seen there. Our definition of independence for Directors is set out in The Governance of Unilever, which can be seen on the Unilever website atwww.unilever.com/ourcompany/investorcentre/. It is derived from the applicable definitions in use in the Netherlands, UK and US. All our current Non-Executive Directors are considered to be
independent of Unilever. Our Boards reached this conclusion after conducting a thorough review of all relevant relationships the Non-Executive Directors, or their related or connected persons, have with NV or PLC. A number of relationships, such as non-executive directorships, exist between several of our Non-Executive Directors and companies that provide banking, insurance or financial advisory services to Unilever. Our Boards
considered in each case the number of other companies that also provide or could readily provide such services to Unilever, the significance to those companies of the services they provide to Unilever, the roles of the Non-Executive Directors within
those companies and the significance of that role to our Director. It concluded that none of these relationships threaten the independence of the Non-Executive Directors concerned. In addition, the Boards have satisfied themselves that Lord Brittans position at UBS Investment Bank did not involve him in any way in its broking relationship with Unilever. They had noted that Lady
Chalkers involvement in consultancy services for Unilever, as reported in last years Annual Report and Accounts, had been terminated before she was elected a Non-Executive Director. The Boards have formed the view that the fact that both
Professor Dik and Mr Burgmans are non-executive directors of ABN-AMRO was not material. At a period of change our Boards wish to benefit from the continuity that would be provided by Bertrand Collomb continuing into a fourth term of three years. After careful consideration, they have concluded that this
should not prevent him from continuing to be regarded as independent. This opinion was supported by his subsequent selection by our Non-Executive Directors as their Senior Independent Director. Similarly, given that Claudio Gonzalez will retire in 2005 because of the pressure of his other commitments, the Boards have welcomed Oscar Fanjuls preparedness to continue for a tenth year. This provides
continuity on the Audit Committee. The Boards have re-affirmed their judgement that he remains independent. None of our Non-Executive Directors is elected or appointed under any arrangement or understanding.




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Board Committees
  The Boards have established the following committees, in addition to the Executive Committee discussed above. All these committees are formally set up by Board resolution with carefully defined remits and they report
regularly to the Boards. The remits can be found on our website atwww.unilever.com/ourcompany/investorcentre/. Audit Committee
The Audit Committee comprises a minimum of three
independent Non-Executive Directors. It is chaired by Hilmar Kopper, and its
other members are Oscar Fanjul and Claudio Gonzalez. The Committee met five times
in 2004, and the members attended all meetings, save that Claudio Gonzalez was
absent for one meeting. Claudio Gonzalez will retire at the Annual General Meetings
in 2005 and Professor Wim Dik will join the Committee. The Boards have satisfied
themselves
that all the members of the Committee are competent in financial matters and
have recent and relevant experience and that, for the purposes of the US Sarbanes-Oxley
Act of 2002, Hilmar Kopper is the Committees audit committee financial expert.
The Committees meetings are attended, by invitation, by the Financial Director,
the General Counsel, the Controller, the Chief Auditor and our external auditors. Our Audit Committee assists the Boards in fulfilling their oversight responsibilities in respect of the integrity of Unilevers financial statements, risk management and internal control arrangements, compliance
with legal and regulatory requirements, the performance, qualifications and independence of the external auditors and the performance of the internal audit function. The Committee is directly responsible, subject to local laws regarding shareholder
approval, for the nomination, compensation and oversight of the external auditors. The Audit Committee is fully compliant with the rules regarding audit committees that are applicable in the Netherlands, UK and US and common to all three countries. The Committees responsibilities and powers are
fully aligned with all requirements in the UK and US and all the main requirements in the Netherlands. However, as indicated under Requirements and Compliance on page 64, it does not have lead responsibility for certain additional matters specified
in the Dutch Corporate Governance Code. The Chief Auditor ensures that the Committee is supplied with necessary information. Both the Chief Auditor and the external auditors have direct access to the Audit Committee separately from management. See page 90 for the Report of the Audit Committee to the shareholders.




Nomination Committee
Our Nomination Committee comprises a minimum of three independent Non-Executive Directors and the Chairmen of NV and PLC, and meets at least once a year. It is chaired by Bertrand Collomb. Its other members are Antony
Burgmans, Patrick Cescau, Lord Simon and Jeroen van der Veer. It met twice in 2004 and all the members attended both meetings. As a result of the changes we are making in 2005, Patrick Cescau will cease to be a member of the Committee. The Committee recommends to the Boards candidates for the positions of Director and, hitherto, Executive Committee member. It also has responsibilities for succession planning and oversight of corporate governance
matters. It is supplied with information by the Joint Secretaries. See pages 65 and 66 for the Report of the Nomination Committee to the shareholders. Remuneration Committee
Our Remuneration Committee currently comprises three of our independent Non-Executive Directors. It is chaired by Bertrand Collomb. Its other members are Lord Simon and Jeroen van der Veer. It met six times in 2004 and
Lord Simon missed one meeting. The Committee reviews Directors remuneration and is responsible for the executive share-based incentive plans. It determines, within the parameters set by our shareholders, specific remuneration packages for each
of the Executive Directors and the remuneration scales and arrangements for Non-Executive Directors and the tier of management directly below the Executive Committee. The Committee is supplied with information by J A A van der Bijl, Joint Secretary
of Unilever. The detailed report to shareholders on Directors remuneration is on pages 71 to 89. External Affairs and Corporate Relations Committee
The External Affairs and Corporate Relations Committee currently comprises three independent Non-Executive Directors and normally meets four times a year. It is chaired by Lady Chalker, and its other members are Lord
Brittan and Professor Wim Dik. Senator George J Mitchell retired as a member in 2004. Antony Burgmans, in his role as Non-Executive Chairman, will join the Committee in 2005. The Committee oversees our Code of Business Principles, which sets out the standards of behaviour we require from all of our employees. It also advises on external matters of relevance to the business  including
issues of corporate social responsibility  and reviews our corporate relations strategy. The Committee is supplied with necessary information by the Corporate Development Director.




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Management Committees
  The Boards and the Board Committees are assisted by the following Management Committees. All these Management Committees have been formally set up by resolutions of the Executive Committee with carefully defined remits
and they report regularly. Code of Business Principles Compliance Committee
This Committee is responsible for monitoring and reporting on compliance with the Code of Business Principles. Our Joint Secretaries are responsible for the operation of this Committee. The other members of the Committee are the Chief Auditor, Senior Vice President Human Resources Management Development and Head of Corporate Relations Department. The Committee meets quarterly, and has reported
regularly to the Executive Committee, the Audit Committee and to the Boards. Corporate Risk Committee
Unilevers system of risk management is outlined
on page 92. Responsibility for establishing a coherent framework for the Group
to manage risk resides with the Corporate Risk Committee. The objective of the
Committee is to assist the Boards to carry out their responsibilities to ensure
effective risk management and systems of control. It has reported to the Executive
Committee and, as relevant, to the Audit Committee. The Committee is supplied
with
information by the Controller. The Committee currently comprises the Financial
Director, the Foods Director, the Home and Personal Care Director, the Personnel
Director, the General Counsel, the Chief Auditor and the Controller. It meets
at least
four times a year. The specific responsibilities of the Committee are, currently, as follows: 
   Identification of risks of Corporate significance, communicating them to Divisions, Business Groups and Corporate Departments, and ensuring progress on action plans to address the identified
risks.
   Monitoring completeness of the annual Positive Assurance process, reviewing the Positive Assurance returns from Divisions, Business Groups and Corporate Departments and reporting on them to the
Boards to assist in their assessment of the effectiveness of risk management and internal control. The Positive Assurance process comprises the Business Risk Assessment, confirmation of compliance with the Code of Business Principles and Corporate
Policies and the Operational Controls Assessment.
   Oversight of Division and Business Group Risk Committees, including ensuring that progress is made on action plans reported to the Corporate Risk Committee as part of the annual Positive Assurance
return. Disclosures Committee
This Committee is responsible for helping the Boards ensure that financial and other information that ought to be disclosed publicly is disclosed in a timely manner and that the information that is




disclosed is complete and accurate. The Committee comprises our Joint Secretaries, Treasurer and Controller, who is responsible for the operation of this Committee. Investment Review Committee
This Committees remit covers the financing
and investment aspects of our pension funds. It also sets the policies for the
management of the inherent risks in the financing and investment aspects of our
pension plans and oversees compliance with these policies. The Committee is the
responsibility of the Financial Director and, in addition, comprises our Head
of Corporate Pensions, Personnel Director, Treasurer and General Counsel. Routine Business Committees
Committees are also set up to conduct routine business as and when they are necessary. They comprise any two of the Directors and certain senior executives and company officers. They administer certain matters
previously agreed by our Boards or the Executive Committee. The Joint Secretaries are responsible for the operation of these committees. Directors  various formal mattersIn the case of a conflict of interest between Unilever and any of our Directors, all applicable laws, regulations and corporate governance codes are complied with. As a formal matter, under Dutch law Directors are able
  to vote on transactions in which they are materially interested so long as they are acting in good faith. In general, PLC Directors cannot vote in respect of contracts in which they know they are materially interested, unless, for example, their
  interest is shared with other shareholders and employees. The borrowing powers of NV Directors on behalf of NV are not limited by the Articles of Association of NV. PLC Directors have the power to borrow on behalf of PLC up to three times the Adjusted Capital and Reserves of
PLC, as defined in its Articles of Association, without the sanction of an ordinary resolution. The Articles of Association of NV and PLC do not require Directors of NV or Directors of PLC to hold shares in NV or PLC. The remuneration arrangements applicable to our Executive Directors contain requirements for the
holding and retention of shares (see the Remuneration report on page 72). Other executive officers
Our executive officers, other than the Executive Directors, are also full-time employees and appointed for an indefinite period. These other executive officers are the corporate officers listed on page 69. None of our other executive officers are elected or appointed under any arrangement or understanding. Nominations to the Boards
In order to try to ensure that NV and PLC have
the same Directors, only the holders of NVs special shares (see page 132) can nominate candidates for election to the NV Board, and only the holders of PLCs
deferred stock (see page 132) can nominate candidates for election to the PLC
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Thus, the current Directors, the majority of whom are independent Non-Executive Directors, can ensure that both NV and PLC shareholders are presented with the same candidates for election as directors, because the
  joint holders of both the special shares and the deferred stock are NV Elma and United Holdings Limited, which are subsidiaries of NV and PLC. The members of our Nomination Committee act as Directors of NV Elma and of United Holdings Limited. This is to ensure that the nomination rights are only exercised so as to ensure the implementation of the decision of
the full Boards. In addition, only persons who have offered themselves for election to the Boards of both NV and PLC are eligible to be elected as Directors of NV and PLC. The interests of our shareholders are protected because all the Directors submit themselves for election every year and shareholders can remove any of them by a simple majority vote. Thus, as a practical matter, the
Boards cannot perpetuate themselves contrary to the will of the shareholders. In addition, shareholders can overrule Director nominations. In the case of NV, this can be done by a resolution adopted by at least a two-thirds majority of the votes cast, which majority must represent more than one
half of NVs issued share capital. If this happens, a new meeting is held and a new Director can be appointed with an absolute majority of the votes cast. In the case of PLC, this would require resolutions passed at general meetings to alter
the nomination rights attached to the Deferred Shares and to alter the Articles of Association. The former resolution would require a two-thirds majority of those voting, so long as that majority comprises not less than half of the issued PLC
shares. The latter resolution would require a three-quarters majority of those voting. Shareholder matters Relations with shareholders and other investors
We believe it is important both to explain the business developments and financial results to investors and to understand their objectives. Within the Executive Committee, the Financial Director has lead responsibility for investor relations, with the active involvement of the Chairmen. They are supported by an Investor Relations Department which organises
presentations for analysts and investors. Such presentations are generally made available on our website. Briefings on quarterly results are given via teleconference and are accessible by telephone or via our website. For further information visit
our website atwww.unilever.com/ourcompany/investorcentre/. Our shareholders can, and do, raise issues directly with the relevant Executive Director or one of the Chairmen and, if appropriate, a relevant Non-Executive Director or the Senior Independent Director.




The Boards are regularly briefed on reactions to the quarterly results announcements. They, or the relevant Board Committee, are briefed on any issues raised by shareholders that are relevant to their
responsibilities.  Communications with shareholders
Both NV and PLC communicate with their respective shareholders through the Annual General Meetings as well as responding to their questions and enquiries during the course of the year. At the Annual General Meetings,
each Chairman has given a full account of the progress of the business over the last year and a review of current issues. A summary of their addresses is published on our website and copies are freely available on request. Our Chairmen, both in communications about the Annual General Meetings and at the actual meetings, have encouraged shareholders to attend and to ask questions. Question and answer sessions form an important part of the
meetings in both the Netherlands and the United Kingdom. We are committed to efforts to establish more effective ways of shareholder communication. We actively participate in the Shareholders Communication Channel which facilitates proxy voting in
the Netherlands and make CREST electronic proxy voting available to institutional shareholders in the UK. Electronic communication is becoming an important medium for shareholders, providing ready access to shareholder information and reports, and for voting purposes. NV shareholders participating in the Shareholders
Communication Channel will be able to appoint electronically a proxy to vote on their behalf at the AGM in 2005. NV shareholders who wish to participate in the Shareholders Communication Channel should contact their bank or brokers. Shareholders of
PLC in the United Kingdom can now choose to receive electronic notification that the Annual Review, Annual Report and Accounts and Notice of Annual General Meeting have been published on our website, instead of receiving printed copies, and can also
electronically appoint a proxy to vote on their behalf at the Annual General Meeting. Registration for electronic communication by shareholders of PLC can be made atwww.unilever.com/ourcompany/investorcentre/shareholder_holder info/. We take the views of our shareholders into account and, in accordance with all applicable legislation and regulations, consult them in an appropriate way before putting major new proposals at our Annual General
Meetings. General Meetings of shareholders
General Meetings of shareholders of NV and PLC are held at times and places decided by our Boards. NV meetings are held in Rotterdam and PLC meetings are held in London. Resolutions are usually adopted at NV and PLC shareholder meetings by an absolute majority of votes cast, unless there are other requirements under the applicable laws or the NV or PLC Articles of Association. For
example, there are special requirements for resolutions relating to the alteration of NVs or PLCs Articles of Association or to the liquidation of NV or PLC.




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For NV, the General Meeting can decide to alter or terminate the Equalisation Agreement at the proposal of the Board. The necessary approval of the General Meeting is then as follows: 
   at least one half of the total issued ordinary capital must be represented at an ordinary shareholders meeting, where the majority must vote in favour; and
   (if they would be disadvantaged or the agreement is to be terminated), at least two-thirds of the total issued preference share capital must be represented at a preference shareholders
meeting, where at least three-quarters of them must vote in favour. For PLC, the necessary approval must be given by: 
   the holders of a majority of all issued shares voting at a General Meeting; and
   the holders of the ordinary shares, either by three-quarters in writing, or by three quarters voting at a General Meeting where the majority of the ordinary shares in issue are
represented. Voting rights
To be entitled to attend and vote at NV General Meetings, you must be a shareholder on the Record Date, which is set by the Directors and must be not more than seven days before the meeting. In addition you must,
within the time specified in the Notice calling the meeting, either: 
   (if you have registered shares) advise NV in writing that you intend to attend; or
   (if you have bearer shares) deposit your certificates at the place specified in the Notice. Reference is made to Article 29 of the NV Articles of Association. You can vote in person or by proxy, and you can cast one vote for each€0.05 (Fl.0.10) nominal amount you hold of NV preference shares,
ordinary shares or New York registry shares. NV Elma and United Holdings Limited, the holders of the special shares, and other group companies of NV which hold preference or ordinary shares, are not permitted to vote, by law. To be able to vote by proxy at NV General Meetings, the written power of attorney must be received by NV not later than seven days before the meeting. Similar arrangements apply for holders of Nedamtrust certificates (see page 61). The notice calling the meeting will include further information on how to gain access to NV General Meetings. To be able to vote by proxy at PLC General Meetings you must lodge your Form of Appointment of Proxy with PLCs Registrars 48 hours before the meeting, either in paper or electronic format. You can cast one vote
for each PLC ordinary 1.4p share you hold. United Holdings Limited, which owns half of the deferred stock, is not permitted to vote at General Meetings.




Holders of NV New York shares or PLC American Depository Receipts of shares will receive a proxy form enabling them to authorise and instruct ABN AMRO N.V. or JPMorgan Chase Bank respectively to vote on their behalf at
the shareholders meeting of NV or PLC. The proxy vote is published at the meetings and the outcome of the vote, including the proxy vote, is put on Unilevers website. Shareholder proposed resolutions
Shareholders of NV may propose resolutions if: 
   they individually or together hold 1% of the issued capital in the form of shares or depositary receipts; or
   they individually or together hold shares or depositary receipts worth at least€50 million. They must submit these requests at least 60 days before the date of the General Meeting, and the request will be honoured unless, in the opinion of the Board, it is against a substantive interest of the Company. Shareholders who together represent at least 10% of the issued capital of NV can also requisition Extraordinary General Meetings to deal with specific resolutions. Under United Kingdom company law: 
   shareholders who together hold shares representing at least 5% of the total voting rights of PLC; or
   at least 100 shareholders
       who hold on average £100 each in nominal value of PLC capital can
       require PLC to propose a resolution at a General Meeting. Right to hold shares There are no limitations on the right to hold NV and PLC shares. Share capital matters
Share capitalNVs issued share capital on 31
December 2004 was made up of: 
    €291
      503 709 split into 571 575 900 ordinary shares of € 0.51 each;
    €1
        089 072 split into 2 400 ordinary shares numbered 1 to 2 400, known as
      special shares; and.
    €130
      854 115 split into several classes of cumulative preference shares. PLCs issued share capital on 31 December 2004 was made up of: 
   £40 760 420 split into 2 911 458 580 ordinary shares of 1.4p each; and
   £100 000 of deferred stock. For NV share capital, the euro amounts quoted in this document are representations in euros on the basis of Article 67c of Book 2 of the Civil Code in the Netherlands, rounded to two decimal places, of underlying
amounts in Dutch guilders, which have not been converted into euros in NVs Articles of Association or in the




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Equalisation Agreement. Until conversion formally takes place by amendment of the Articles of Association, the entitlements to dividends and voting rights are based on the underlying Dutch guilder amounts. Equalisation Agreement
The Equalisation Agreement provides that if one company had losses, or was unable to pay its preference dividends, we would make up the loss or shortfall out of: 
   the current profits of the other company (after it has paid its own preference shareholders);
   then its own free reserves; and
   then the free reserves of the other company. If either company could not pay its ordinary dividends, we would follow the same procedure, except that the current profits of the other company would only be used after it had paid its own ordinary shareholders and if
the Directors thought this more appropriate, than, for example, using its own free reserves. So far NV and PLC have always been able to pay their own dividends, so we have never had to follow this procedure. If we did, the payment from one company to the other would be subject to any United Kingdom and
Netherlands tax and exchange control laws applicable at that time. Under the Equalisation Agreement we compare the ordinary share capital of the two companies in units: a unit made up of€5.445 nominal of
NVs ordinary capital carries the same weight as a unit made up of £1 nominal of PLCs ordinary capital. For every unit (€5.445) you have of NV you have
the same rights and benefits as the owner of a unit (£1) of PLC. NVs ordinary shares currently each have a nominal value of€0.51, and PLCs share
capital is divided into ordinary shares of 1.4p each. This means that a€5.445 unit of NV is made up of approximately 10.7 NV ordinary shares of€0.51 each and a £1 unit of PLC is made up of approximately 71.4 PLC ordinary shares of 1.4p each. Consequently, one NV ordinary share equates to about 6.67 ordinary shares of
PLC. When we pay ordinary dividends we use this formula. On the same day NV and PLC allocate funds for the dividend from their parts of our current profits and free reserves. We pay the same amount on each NV share as on
6.67 PLC shares calculated at the relevant exchange rate. For interim dividends this exchange rate is the average rate for the quarter before we declare the dividend. For final dividends it is the average rate for the year. In arriving at the
equalised amount we include any tax payable by the Company in respect of the dividend, but calculate it before any tax deductible by the Company from the dividend. In principle, issues of bonus shares and rights offerings can only be made in ordinary shares. Again we would ensure that shareholders of NV and PLC received shares in equal proportions, using the ratio of€5.445 NV nominal share capital to £1 PLC nominal share capital. The subscription price for one new NV share would have to be the same, at the prevailing exchange rate, as the
price for 6.67 new PLC shares.




Under the Equalisation Agreement (as amended in 1981) the two companies are permitted to pay different dividends in the following exceptional circumstances: 
   if the average annual sterling/euro exchange rate changed so substantially from one year to the next that to pay equal dividends at the current exchange rates, either NV or PLC would
have to pay a dividend that was unreasonable(ie. substantially
       larger or smaller in its own currency than the dividend it paid in the
       previous year);
   the governments of the Netherlands or the United Kingdom could in some circumstances place restrictions on the proportion of a companys profits which can be paid out as dividends;
this could mean that in order to pay equal dividends one company would have to pay out an amount which would breach the limitations in place at the time, or that the other company would have to pay a smaller dividend. In either of these rare cases, NV and PLC could pay different amounts of dividend if the Boards thought it appropriate. The company paying less than the equalised dividend would put the difference between the dividends
into a reserve: an equalisation reserve in the case of exchange rate fluctuations, or a dividend reserve in the case of a government restriction. The reserves would be paid out to its shareholders when it became possible or reasonable to do so,
which would ensure that the shareholders of both companies would ultimately be treated the same. If both companies go into liquidation, NV and PLC will each use any funds available for shareholders to pay the prior claims of their own preference shareholders. Then they will use any surplus to pay each others
preference shareholders, if necessary. After these claims have been met, they will pay out any equalisation or dividend reserve to their own shareholders before pooling the remaining surplus. This will be distributed to the ordinary shareholders of
both companies, once again on the basis that the owner of€5.445 nominal NV ordinary share capital will get the same as the owner of £1 nominal PLC ordinary share
capital. If one company goes into liquidation, we will apply the same principles as if both had gone into liquidation simultaneously. The Articles of Association of NV establish that any payment under the Equalisation Agreement will be credited or debited to the profit and loss account for the financial year in question. Leverhulme Trust
The first Viscount Leverhulme was the founder of the company which became PLC. When he died in 1925, he left in his will a large number of PLC shares in various trusts. The High Court of Justice in England varied these
trusts in 1983, and established two independent charitable trusts: 
   the Leverhulme Trust, which
       awards grants for research and education; and
   the Leverhulme Trade Charities Trust, for the benefit of members of trades which the first Viscount considered to have particular associations with the business. The major assets of both these trusts are PLC ordinary shares.




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When the will trusts were varied in 1983, the interests of the beneficiaries of his will were also preserved. Four classes of special shares were created in Margarine Union (1930) Limited, a subsidiary of PLC. One of
these classes can be converted at the end of the year 2038 into 157 500 000 PLC ordinary shares of 1.4p each. These convertible shares replicate the rights which the descendants of the first Viscount would have had under his will. This class of the
special shares only has a right to dividends in specified circumstances, and no dividends have yet been paid. PLC guarantees the dividend and conversion rights of the special shares. The first Viscount wanted the trustees of the trusts he established to be Directors of PLC. On 25 February 2005 the trustees of the charitable trusts were: 
   Sir Michael Angus  former Chairman
   Sir Michael Perry  former Chairman
   Mr N W A FitzGerald  former Chairman
   Dr J I W Anderson  former Director
   Dr A S Ganguly  former Director On 25 February 2005, in their capacity as trustees of the two charitable trusts, they held approximately 5.39% of PLCs issued ordinary capital. N.V. Nederlandsch Administratie- en Trustkantoor (Nedamtrust)
Nedamtrust is an independent trust company under
the Netherlands law, which has an agreement with NV to issue depositary receipts against NV shares. We do not control Nedamtrust  it is a wholly owned
subsidiary of N.V. Algemeen Nederlands Trustkantoor ANT (ANT). Five Dutch financial institutions hold 45% of ANTs shares between them  they
have between 5% and 10% each, and the rest of its shares are owned by a large
number of
individual shareholders. As part of its corporate objects Nedamtrust is able to: 
   issue depositary receipts;
   carry out administration for the shares which underlie the depositary receipts it has issued; and
   exercise voting rights for these underlying shares. The depositary receipts issued by Nedamtrust against NV shares are known as Nedamtrust certificates. They are in bearer form, and are traded and quoted on Euronext Amsterdam and other European stock exchanges.
Nedamtrust has issued certificates for NVs ordinary and 7% cumulative preference shares, and almost all the NV shares traded and quoted in Europe are in the form of these certificates. The exception is that there are no certificates for
NVs 4%, 6% and€0.05 cumulative preference shares. If you hold Nedamtrust certificates, you can attend or appoint a proxy at NV shareholders meetings. Nedamtrust will automatically give you a power of attorney to vote, if you attend such meetings. If you hold
Nedamtrust certificates with a bank or broker in the Netherlands and have notified the Shareholders




Communication Channel (see page 58), you will receive a proxy form enabling you to authorise and instruct Nedamtrust to vote at the NV shareholders meeting on your behalf. Nedamtrust is obliged to follow these
instructions. For shares for which Nedamtrust does not receive instructions, Nedamtrusts Board decides on the best way to vote the NV ordinary and preference shares it holds at shareholders meetings in such a way as it
deems to be in the interests of the holders of the Nedamtrust certificates. Specific provisions apply in case a meeting of holders of preference shares is convened. If a change to shareholders rights is proposed, Nedamtrust will let shareholders know if it intends to vote, at least 14 days in advance if possible. It will do this by advertising in the press. As a holder of Nedamtrust certificates, you can exchange your Nedamtrust certificate at any time for the underlying ordinary or preference share (or vice versa). Hitherto the majority of votes cast by ordinary and preference shareholders at NV meetings have been cast by Nedamtrust. Nedamtrusts NV shareholding fluctuates daily  its holdings on25 February 2005 were: 
   Ordinary shares of€0.51: 427 507 885 (73.05%)
   7% Cumulative Preference Shares of€453.78: 9 820 (33.86%)
   6% Cumulative Preference Shares of€453.78: 6 (0.00%)
   4% Cumulative Preference Shares of€45.38: 23 (0.00%) In order to further comply with the Dutch Corporate Governance Code (see page 64) Nedamtrust will call a meeting of holders of Nedamtrust certificates in 2005 and propose certain changes. Further information can be
found on Unilever's websitewww.unilever.com/ourcompany/investorcentre/and in the notice of that meeting. Requirements and compliance  general Unilever is subject to corporate governance requirements in the Netherlands, the United Kingdom and the United States. We took the different perspectives of these various rules into account in preparing the preceding
description of our Board arrangements. The changes we made to our corporate governance arrangements at the NV and PLC Annual General Meetings in 2004 consisted of the appointment of Non-Executive Directors to join our Executive Directors on our existing
single-tier boards for NV and PLC. This board structure is not the one most familiar to either our shareholders in the Netherlands, where a two-tier board has been customary, or our shareholders in the US, where the most senior executives draw their
authority primarily from their corporate office rather than their appointment, if any, as a Director.
Nevertheless, we believe that these changes, when added to our suitably updated existing procedures, mean that NV and PLC comply both in the letter as well as the spirit of almost all of the applicable
requirements.




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The following statements of compliance are based on Unilevers corporate governance arrangements in place following the changes approved by our shareholders at the 2004 AGMs. Prior to that, as you will appreciate
from our description of our corporate governance arrangements in the Annual Report and Accounts for 2003 and for previous years, our arrangements involving Advisory Directors complied with the spirit, but not the letter, of the principles relating
to Non-Executive Directors. The compliance statements that follow must be similarly so qualified for the period prior to May 2004. Although these statements of compliance must cover the arrangements in force during 2004, for completeness, we do mention at the relevant places the changes that will be made during 2005, some of which require
shareholder approval (see page 53). Further information can be found on our websitewww.unilever.com/ourcompany/investorcentre/in The Governance of Unilever, the
Boards own constitutional document. This includes the terms of reference of our Board Committees, including their full responsibilities. It will be kept up to date with the changes in these internal constitutional arrangements that our Boards
may make from time to time. Requirements  the Netherlands General
For 2004, NV is required to state in its Annual
Report and Accounts whether it complies with the Principles (P) and best practice provisions (bpp) of the Dutch Corporate Governance Code
(the Dutch Code) and, if it does not comply, to explain the reasons
for this. The preceding description of our governance arrangements and the text on compliance that follows reflect Unilevers governance arrangements following the changes adopted at the Shareholder Meetings in May 2004.
Please refer to the preceding section. They also reflect our Boards specific intentions for 2005 and 2006. The Board reserves the right, in cases where it decides such to be conducive to the interests of the company and enterprise connected
therewith, to depart from that which is set out in the present and previous sections in relation to our corporate governance. Further changes will be reported in future Annual Report and Accounts and, when necessary, through changes to the relevant
documents on our website. As appropriate, proposals for change will be put to our shareholders for approval. As will be clear from the preceding description of our governance arrangements, NV complies with almost all of the principles and best practice provisions of the Dutch Code. The text that follows sets out areas of
non-compliance and certain statements that the Dutch Code invites us to give our shareholders that are not included elsewhere in this Annual Report and Accounts. Board and Committee structures
As already indicated, NV has a single-tier Board, consisting of both Executive and, as a majority, Independent Non-Executive Directors. We achieve compliance of our Board arrangements with the Dutch Code, which is for
the most part based on the




customary two-tier structure in the Netherlands, by, as far as is possible and practicable, applying the provisions of the Dutch Code relating to members of a management board to our Executive Directors and the
provisions relating to members of a supervisory board to our Non-Executive Directors. Management tasks not capable of delegation are performed collectively by the Board. Reference is made to Ps II and III and corresponding bpps. Our compliance with
the Dutch Code in these respects should be seen in the light of our one-tier board structure. Role of the Chairman
Our application of the provisions of the Dutch Code with regard to the chairman of the supervisory board to the Chairman of the Board should be seen in the light of the fact that the Chairman has hitherto combined this
role with that of Joint Chief Executive and that, in accordance with UK practice, we have the role of the Senior Independent Director (see page 55). We will in 2005 separate the roles of Chairman and Chief Executive (see pages 8 and 53). The Dutch Code recommends that in a one-tier board the chairman should not also be, or have been, responsible for the day-to-day conduct of the business (bpp III.8.1). NV and PLC are separate legal entities, each
subject to their own national traditions and practices and each with responsibilities to different sets of shareholders. Unilever has, since its inception, adopted the principle that it is good practice that the most senior roles within NV and PLC
are shared and not concentrated in one person. As a consequence it is a principal tenet of our governance philosophy, which has hitherto been reflected in the form of two people who each combine the roles of Chairman and Chief Executive and who meet
regularly for joint decision-making. Whilst this carefully balanced arrangement has served Unilever very well for many years, the Boards reviewed it during 2004 and concluded that it would give greater clarity to each role if they were held by
separate people (see page 8). It was also relevant to the arrangements in place during 2004 that, in addition to the Chairmen, the Boards of NV and PLC have a Senior Independent Director who is appointed by the Non-Executive Directors and acts as
their spokesperson. In 2005 he will be made Vice-Chairman of each company. Nomination Committee
The Dutch Code states that the Nomination Committee (bpp III.8.3) should consist of non-executive directors. In their role as Chairmen of NV and PLC, the Chairmen are currently members of our Nomination Committee.
However, the majority of the Nomination Committee consists of Independent Non-Executive Directors. We believe that the thorough knowledge that the two Chairmen have of the company and the management talent that is available within it has proved
extremely helpful for the effective functioning of the Nomination Committee. Our arrangements have been aligned to the UK practice applicable to PLC. Following implementation of the changes in 2005, the single Non-Executive Chairman of NV and PLC will remain as a member of the Committee but not be regarded as Independent. The Group Chief Executive will not be a
member of the Nomination Committee.




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Nomination of directors
The Dutch Code recommends that shareholders may
resolve by an absolute majority of votes to cancel the binding nature of a nomination
for the appointment of a director (bpp IV.1.1). In 2004, NVs shareholders
approved an alteration of the Articles of Association to align the arrangements
for NV and PLC. This makes it possible for the meeting of shareholders to cancel
binding nominations by a majority of two-thirds of the votes cast representing
more than
one-half of the issued capital (see pages 57 and 58). Risk management and control
Reference is made to page 92, where Unilevers
control framework is described. This incorporates risk management, internal control
procedures and disclosure controls and procedures, and complies with the recommendations
of the Dutch Code. The role of our corporate internal audit function is also
described on the same page. We have an established Operational Controls Assessment
process for assessing controls and correcting deficiencies. As stated on page 92, our Boards have carried out an annual review of the effectiveness of the systems of risk management and internal control during 2004, and have ensured that the necessary actions are being taken to
address weaknesses or deficiencies arising out of that review. The Audit Committee has been regularly informed of the progress of the review. In light of the above, the Board considers that the internal risk management and control systems are appropriate for our business and in compliance with bpp II.1.4. Share options
In line with bpp II.2.2, the awards and grants
of shares and options to our Directors are in all material cases subject to performance
criteria, as referred to on pages 73 and 74 of the Remuneration Report. The exception
is the options over 50 NV shares granted each year to our Executive Directors
under the all employees share option plan in the Netherlands, as described on
pages 81, 82 and 139. The Directors participation in this plan is seen
as a
stimulus for all employees to participate. The Dutch Code recommends that shares granted to executive directors without a financial consideration must be retained for a period of at least five years (bpp II.2.3). In 2001 we introduced a new remuneration policy
with shareholder approval which requires our Executive Directors to build and retain a personal shareholding in Unilever equal to at least 150% of their annual base pay. We believe that this is in line with the spirit of the Code. Bpp II.2.5 states that neither the exercise price nor the other conditions attaching to options shall be modified during the term of the options. In addition to the exceptions recognised by that provision, we shorten
the term of the options in case of termination of employment for any reason.




Severance pay
It is our policy to set the level of severance
payments to no more than one years salary, unless the Board, at the proposal
of the Remuneration Committee, finds this manifestly unreasonable given circumstances
or
unless otherwise dictated by applicable law (bpp II.2.7). During 2004, Niall FitzGerald and Charles Strauss ceased to be directors. For their severance arrangements see pages 78 and 79. Regulations for transactions in securities in other companies
The Dutch Code recommends (bpp II.2.6 and bpp III.7.3) that a director shall give periodic notice, but in any event at least once a quarter, of any changes in his holding of securities in other Dutch listed companies
to the compliance officer. Our Share Dealing Code emphasises that Directors are not allowed to deal in any shares when they have unpublished price-sensitive information in relation to those shares. Our Share Dealing Code furthermore provides that
Directors are required, upon request, to disclose to the compliance officer their holdings and transactions in securities in other listed companies. We believe these requirements for transactions in securities in other companies constitute a
well-balanced arrangement. Conflicts of interest
We attach special importance to avoiding conflicts of interest between its Directors and NV and PLC. In the event of a (potential) conflict of interest, the provisions of the Dutch Code (P II.3 and III.6) are applied.
Conflicts of interest are not understood to include transactions and other activities involving other companies in the Unilever Group. Financing preference shares
NV issued 4%, 6% and 7% cumulative preference shares in the 1930s and 1940s. Their voting rights are based on their nominal value, as prescribed by Dutch law. The Dutch Code recommends that the voting rights on these
classes of share should, in any event when they are newly issued, be based on their economic value rather than on their nominal value (bpp IV.1.2). NV cannot reduce these voting rights unilaterally. Anti-takeover constructions and control over the company
With reference to bpp IV.3.9, NV has no anti-takeover constructions, in the sense of constructions that are intended solely, or primarily, to block future hostile public offers for its shares. Nor does it have any
constructions whose specific purpose is to prevent a bidder, after acquiring 75% of the capital, from appointing or dismissing members of the Board and subsequently altering the Articles of Association. The acquisition through a public offer of a
majority of the shares in a company does not under Dutch law preclude in all circumstances the continued right of the board of the company to exercise its powers.




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Audit Committee
The responsibilities and powers of the Audit Committee are set out on pages 56 and 90 and are fully aligned with the requirements in the UK and US. They also encompass the most important of the duties and
responsibilities referred to in the Dutch Code. The exceptions are supervision over the financing of the Company, tax planning and the application of information and communication technology (bpp III.5.4), where our Audit Committee assists the Board
in fulfilling its oversight responsibilities. Depositary receipts for shares
The arrangements of Nedamtrust are to a large
extent compliant with the Dutch Code. See page 61. However, Nedamtrust is a public
limited liability company (naamloze vennootschap) instead of a foundation (stichting),
meaning that its directors are not appointed by co-optation, as the Dutch Code
recommends, but by its shareholders. Nedamtrust does not generally hold meetings
of holders of depositary receipts and there are no formal rules relating to the
influence
of holders of depositary receipts on the composition of Nedamtrusts board
(bpp IV.2.1-3). In 2005 a proposal will be submitted to the holders of Nedamtrust certificates that the administration of the shares be transferred to a newly established foundation, Stichting Administratiekantoor Unilever N.V.
(the Foundation), whose directors will appoint themselves. Nedamtrust will convene a meeting of certificate holders at which they will be asked to approve this transfer. More information is given in the notice for this meeting (seewww.unilever.com/ourcompany/ investorcentre/shareholder_holderinfo/). The new arrangements are intended to make the Foundation compliant with the Dutch Code. Provision of information
We consider it important to comply with all applicable statutory regulations on the equal treatment of shareholders and provision of information and communication with shareholders and other parties (P IV.2 and P
IV.3). In the communications between us and our shareholders and other parties, we comply with all applicable legislation and regulations. Meetings of analysts and presentations to investors
We have extensive procedures for handling relations with and communicating with shareholders, investors, analysts and the media (see description on page 58). Whilst the important presentations and meetings are
conducted in accordance with bpp IV.3.1, due to the large number of such presentations and meetings and overlap in information, some of the less important ones are not announced in advance, made accessible to everyone or put on our website. Requirements  the United Kingdom
PLC is required, as a company that is incorporated
in the United Kingdom and listed on the London Stock Exchange, to state how it
has applied the principles and how far it has complied with the provisions set
out in
Section 1 of the Combined Code issued in 1998, as revised in 2003 (the Combined Code),
appended to the United Kingdom Listing Rules.


In the preceding pages we have complied with the requirement to report on how we apply the Principles (P) and provisions (pn) in the Combined Code. With reference to P A.2, as already explained on page 62, the principal tenet of Unilevers governance philosophy that the most senior roles in NV and PLC are shared has hitherto found its expression in two people
who each combine the roles of Chairman and Chief Executive. This carefully balanced arrangement has served our unique constitutional arrangements well for many years but, as already indicated, will be changed in 2005 by separating the two
roles. As already indicated, in order to develop our arrangements further in line with current best practice, we created in May 2004 the position of Senior Independent Director (pn A.3.3). This gives leadership to the
Independent Non-Executives, who are a majority on our Boards. In 2005 the Senior Independent Director will be made Vice-Chairman of NV and PLC. It will be appreciated that, prior to the election of Non-Executive Directors to our Boards in May 2004, our previous Board arrangements, involving Executive Directors and Advisory Directors, met the spirit but not the
letter of P A.1 and P A.3. Given that the current arrangements have only been in place for a limited period, some aspects are still evolving. As will be seen, the arrangements for performance evaluation (page 54) during 2004 might not be regarded as
being as extensive as P A.6 recommends. Also, there have not yet been appropriate occasions for the Senior Independent Director and other Non-Executive Directors to meet major shareholders (page 58) in the manner anticipated by P D.1. Members of our Audit, Remuneration and Nomination Committees
will be available to answer questions at the Annual General Meetings of both
NV and PLC. The members attending each meeting do not necessarily include the
Chairman of the Committee, since these meetings have  hitherto taken place at
about the same time in Rotterdam and London respectively (pn D.2.3). We plan
to change this practice in future. Requirements  the United States
Both NV and PLC are listed on the New York Stock
Exchange and must therefore comply with such of the requirements of US legislation,
such as the Sarbanes-Oxley Act of 2002, regulations enacted under US securities
laws and the Listing Standards of The New York Stock Exchange as are applicable
to foreign private issuers. In some cases the requirements are mandatory and
in other cases the obligation is to comply or explain. We have complied with the requirements concerning corporate governance that were in force during 2004. Attention is drawn in particular to the remit of the Audit Committee on page 56 and the Report of the Audit
Committee on page 90. Actions already taken to ensure compliance that are not specifically disclosed elsewhere or otherwise clear from reading this document include:






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
   the issue of a Code of Ethics for senior financial officers;
   the issue of instructions restricting the employment of former employees of the audit firm; and
   establishment of standards of professional conduct for US attorneys. In each of these cases, existing practices were revised and/or documented in such a way as to conform to the new requirements. The Code of Ethics applies to the senior executive, financial and accounting officers and comprises the standards prescribed by the US Securities and Exchange commission (SEC), and a copy has been posted on
our website atwww.unilever.com/ourcompany/investorcentre/. The Code of Ethics comprises an extract of the relevant provisions of Unilevers Code of
Business Principles and the more detailed rules of conduct that implement it. The only amendment to these pre-existing provisions and rules that was made in preparing the Code of Ethics was made at the request of the Audit Committee and consisted of
a strengthening of the explicit requirement to keep proper accounting records. No waiver from any provision of the Code of Ethics was granted to any of the persons falling within the scope of the SEC requirement in 2004. We also took into account the US requirements taking effect in 2004 and 2005 applicable to both foreign and US listed companies in preparing the changes to its corporate governance arrangements that became effective
from the NV and PLC Annual General Meetings held on 12 May 2004. These changes included the appointment of Non-Executive Directors to join our top tier of executives, who comprise the Executive Directors and the Executive Committee, on the Boards. This board structure is not the one
most familiar to our shareholders in the US, where the most senior executives draw their authority primarily from their corporate office rather than their appointment, if any, as a Director. The changes we are making in 2005, in particular with the appointment of a Group Chief Executive on the Board and the creation of a Group Executive that is immediately below Board level, will bring our arrangements
closer to those of a typical model for US issuers. However, the situation remains that the laws in the Netherlands and the UK only give limited recognition to the existence of any corporate officer other than that of a Director. We are required by US securities laws and the Listing Standards of the New York Stock Exchange, with effect from 1 August 2005, to have an Audit Committee that satisfies Rule 10A-3 under the Exchange Act and the
Listing Standards of the New York Stock Exchange. The change of status of our Advisory Directors to that of Non-Executive Directors with effect from the 2004 Annual General Meetings means that our Audit Committee is already fully compliant with
these requirements.


We are also required to disclose any significant ways in which our corporate governance practices differ from those typically followed by US listed companies. We should therefore alert our US shareholders to the fact
  that the membership of our Nomination Committee currently includes the Chairmen/CEOs of NV and PLC. This is common practice in the UK and is done in order to ensure that the Committee will have the benefit of their extensive knowledge of the
  executives under consideration. This has been particularly relevant for a company like Unilever which has a practice of predominantly promoting to senior positions from within the Group. The practice is permissible so long as the Chairmen/CEOs are
  in a minority to the Independent Non-Executive Directors and they absent themselves when their own positions are under consideration. As already explained, from 2005 no Executive Director will be a member of the Nomination Committee and three of the
  four members will be Independent. In addition to the information we have given you in this document about our corporate governance arrangements, further details are provided in The Governance of Unilever, which is on our website atwww.unilever.com/ourcompany/investorcentre/. We would also confirm, as our longer term shareholders will be aware, that it is our practice, in accordance with our home
country laws and practices, to give our shareholders the opportunity to vote on equity compensation plans. It goes without saying that we must be compliant with applicable US legislation, including the relevant regulations enacted by the SEC. In addition to being fully compliant with the Listing Standards of the New York
Stock Exchange applicable to foreign issuers, we believe ourselves also to be compliant with the substance of the Corporate Governance Standards applicable to US domestic issuers, with one exception. This is the composition of the Nomination
Committee, as already noted. Nomination Committee report Composition
In 2004 the Nomination Committee comprised three Independent Non-Executive Directors and the Chairmen of NV and PLC. It was chaired throughout 2004 by Bertrand Collomb. Other members throughout 2004 were Antony
Burgmans, Lord Simon and Jeroen van der Veer. Patrick Cescau joined the Committee on 1 October following the retirement of Niall FitzGerald. The Joint Secretaries act as secretaries to the Committee. The composition of the Committee was included as part of the review of corporate governance arrangements during 2003 and early 2004, and again in 2004 and early 2005. The Committees standing was strengthened in 2004 by the change in status of the independent majority of its members from Advisory Directors to Non-Executive Directors. This, combined with the existence from May
2004 of a majority of Independent Non-Executive Directors on the Boards of NV and PLC, ensures that Independent Non-Executives control the procedure for nominating the candidates for election as Directors of NV and PLC. This is reinforced by the
members of the Nomination Committee comprising the directors of NV Elma and United Holdings Limited (see pages 57 and 58).






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In 2003/2004 the Nomination Committee and the Boards decided to continue to include the Chairmen of NV and PLC as members of the Committee on the express condition that they do not participate in any discussion of
their own positions. Their advice has proved invaluable on other appointments, given their wide knowledge of Unilever executives and the practice of predominantly promoting to top positions from within the Group. Following implementation of the changes in 2005, the single Non-Executive Chairman of NV and PLC will remain as a member of the Committee but not be regarded as Independent. The Group Chief Executive will not be a
member of the Nomination Committee. Remit
The remit of the Committee was also included as part of the 2003/2004 review of our corporate governance arrangements. The primary role of the Committee continues to be the recommendation to the Boards of candidates for the positions of Director, both Executive and Non-Executive, and Chairman and Vice-Chairman, and this includes a
responsibility to concern itself with succession planning within the Boards. In addition it now has a responsibility for the oversight of all matters relating to corporate governance, bringing any issues to the attention of the Boards. Under its
remit, the Committee is entitled to use the services of recruitment consultants and other external experts at the expense of the Company. It is also to conduct a process of evaluation of its own performance each year. The full remit is on the
Unilever website atwww.unilever.com/ourcompany/investorcentre/, as is the information used by the Committee for succession planning. Also on that website is The Governance of Unilever, which, amongst other matters, sets out the procedures for evaluating the Boards and individual Directors. These are designed to enable the results of the evaluations
to be provided to the Nomination Committee when it discusses the nominations for election as Directors of NV and PLC at the next Annual General Meeting. Meetings of the Committee
The Committee met twice in 2004. It agreed to
propose the nomination of all current available Advisory Directors for election
as Non-Executive Directors at the 2004 Annual General Meetings. The Committee
reviewed the results of the consultations with the Boards over the respective
candidates and proceeded to recommend the selection of Patrick Cescau for the
role of PLC Chairman and the nomination of Kees van der Graaf to become Foods
Director. It also reviewed
and approved the nominations and proposed roles of the other Executive Directors.
The Committee considered issues relating to the succession planning for the existing
Executive Directors and the Non-Executive Directors. Finally, at the request
of the Boards, it had considered a detailed review by the Joint Secretaries of
personal factors relevant to the independence of the prospective
Non-Executive Directors.




The Committee also met early in 2005 to consider and agree to recommend to the Boards the changes to the corporate governance arrangements proposed for introduction in 2005. It agreed appropriate proposals for
  nominations for election as Directors at the Annual General Meetings in 2005. The Committee also considered the allocation of roles on the Boards in the light of those changes and taking account of the proposed composition of the Executive Team. It
  supported the appointment of the Senior Independent Director as Vice-Chairman. The Committee updated itself on succession planning issues, notably with respect to the membership of the Audit Committee and the positions of Senior Independent Director and Chairman, and authorised appropriate
actions in response to them. It revisited the question, on the basis of up-to-date information, of which of the Non-Executive Directors should be judged as Independent and agreed a recommendation for the Boards consideration and decision. The
Committees annual Report to Shareholders was approved and it considered certain corporate governance issues arising under the new requirements in the Netherlands. Finally, it carried out the Committees annual review of its terms of
reference and performance of its responsibilities and commenced its evaluation of its performance in 2004. Combined earnings per share Because of the Equalisation Agreement and
    the other arrangements between NV and PLC, we calculate combined earnings
    per share for NV and PLC (see note 7 on page 112). We base the calculation on the average amount of NV and PLCs ordinary share capital in issue during the year. For the main calculation, we exclude treasury shares which have been purchased to satisfy employee
share options. We also calculate a diluted earnings per share figure, where we include employee share option commitments, as well as certain PLC shares which may be issued in 2038 under the arrangements for the variation of the Leverhulme Trust, and
those treasury shares utilised for the conversion of the €0.05 preference shares. The process by which we calculate earnings per share is as follows. First, we convert the average capital of NV and PLC into units using the formula contained in the Equalisation Agreement: one unit equals 10.7 NV
shares or 71.4 PLC shares. We add these together to find the total number of units of combined share capital. Then the amount of net profit in euros which is attributable to ordinary capital is divided by this total number of units to find the
amount per combined unit. Finally, we convert the combined unit back into NV and PLC ordinary shares, to show the amount per one share of each. The amount per unit is divided by 10.7 to find the amount per €0.51 share, and by 71.4 to find the
amount per 1.4p share. Despite the Equalisation Agreement, NV and PLC are independent corporations, and are subject to different laws and regulations governing dividend payments in the Netherlands and the United






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Kingdom. We assume in our combined earnings per share calculation that both companies will be able to pay their dividends out of their part of our profits. This has always been the case in the past, but if we did have
to make a payment from one to the other it could result in additional taxes, and reduce our combined earnings per share. Auditors Subject to the annual appointment of auditors
  by the shareholders and in addition to our ongoing process of monitoring the
  auditors performance, we undertake a formal review every three years.
  The most recent review was completed in November 2002 and resulted in the reappointment
  of PricewaterhouseCoopers. On the recommendation of the Audit Committee, the
  Directors will be proposing the reappointment of PricewaterhouseCoopers at
  the
  Annual General
  Meetings in May 2005 (see pages 171 and 174). Both the Executive Committee and the auditors have for many years had safeguards to avoid the possibility that the auditors objectivity and independence could be compromised. In overview, our procedures in
respect of services provided by PricewaterhouseCoopers are: 
   Statutory audit  Procedures in respect of statutory audit services are detailed above. This category includes fees for the statutory audit of Unilevers financial statements and those of
its subsidiaries.
   Other audit services  This is audit and similar work that regulations or agreements with third parties require the auditors to undertake. These services include procedures undertaken by our
external auditors in connection with borrowings, shareholder and other circulars and various other regulatory reports.
   Audit-related services  This is work that, in their position as the auditors, they are best placed to undertake. It includes internal control reviews, other reports and work in respect of
acquisitions and disposals.
   Tax services  In cases where they are best suited, we use the auditors. All other significant tax consulting work is put to tender.
   General consulting and other services  Since early 2002, our policy has been that our external auditors may not tender for any new general consulting work. We use our auditors to perform a
limited number of other services, including risk management advisory work and training, where these are compatible with their work and subject to the appropriate level of pre-approval.




The Audit Committee approved a policy in 2003 regarding the pre-approval of the above three non-audit categories. This lists in detail the particular services which PricewaterhouseCoopers is and is not permitted to
  provide. In the case of the types of work which PricewaterhouseCoopers is allowed to perform, the policy provides that they are only appointed to an assignment if proper consideration has been given to other potential service providers, there must
  be bona fide advantages in using PricewaterhouseCoopers, and, in addition, if the fee is over€100 000, the engagement must be specifically approved in advance by the Chairman of the Audit Committee. Potential engagements for any services not already covered by this policy must be referred to the Chairman of the Audit Committee for specific pre-approval (to be ratified at the next meeting of the Audit Committee)
before PricewaterhouseCoopers can be appointed. The Boards concluded that the procedures were effective for 2004 in preserving the objectivity and independence of PricewaterhouseCoopers. The policy is regularly reviewed and updated in the light of internal developments, external developments and best practice. During 2004, the Audit Committee issued clarification of the policy in the context of the
implementation of International Financial Reporting Standards and the Sarbanes-Oxley Act of 2002. The external auditors report to the Directors and the Audit Committee on the actions they take to comply with the professional and regulatory requirements and best practice designed to ensure their independence from
Unilever, including, for example, the periodic rotation of key team members. The lead partner in charge of the audit changed in 2001. See note 2 on page 108 for the actual fees payable to PricewaterhouseCoopers.






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Corporate governance

Biographical details

Executive Directors Antony Burgmans*1
Chairman, Unilever N.V.Nationality:
Dutch. Aged 58. Chairman of Unilever N.V. and Vice-Chairman of Unilever PLC since
4 May 1999. Joined Unilever 1972. Appointed Director 8 May 1991. Previous posts
include: Vice-Chairman of Unilever N.V. 1998. Business Group President, Ice Cream
and Frozen Foods  Europe and Chairman of Unilever Europe Committee 1996-1998.
Responsible for South European Foods business 1994-1996. Personal Products Co-ordinator
1991-1994. External appointments include: Member, Supervisory Board of ABN AMRO
Holding N.V., Non-Executive Director of BP p.l.c. and Member, International Advisory
Board of Allianz AG. Non-Executive Chairman designate, Unilever N.V. and Unilever PLC. Patrick Cescau*1Chairman, Unilever PLCNationality:
French. Aged 56. Chairman of Unilever PLC and Vice-Chairman of Unilever N.V.
since 1 October 2004. Joined Unilever 1973. Appointed Director 4 May 1999. Previous
posts include: Foods Director 2001. Financial Director 1999. Controller and Deputy
Financial Director 1998-1999. President, Lipton USA 1997-1998. President and
CEO, Van den Bergh Foods USA 1995-1997. Chairman, Indonesia 1991-1995. External
appointments include: Non-Executive Director
of Pearson plc and Conseiller du Commerce Extérieur de la France in the
Netherlands. Group Chief Executive designate. Clive Butler*Corporate Development DirectorNationality: British. Aged 58. Corporate Development Director since 1 January 2001. Joined Unilever 1970. Appointed Director 6 May 1992. Previous posts include: Category Director, Home and Personal Care 1996. Personnel
Director 1993-1996. Corporate Development and IT Director 1992. Clive Butler will not be offering himself for re-election at the 2005 AGMs. Keki Dadiseth*Home and Personal Care DirectorNationality: Indian. Aged 59. Home and Personal
Care Director since1 January 2001. Joined Unilever 1973. Appointed Director 3 May 2000. Previous posts include: Hindustan Lever Chairman 1996. External appointments include: Non-Executive Director of The Indian Hotels Company. Member,
International Advisory Board of DaimlerChrysler AG. Keki Dadiseth will not be offering himself for re-election at the 2005 AGMs. Kees van der Graaf*Foods DirectorNationality: Dutch. Aged 54. Appointed Foods Director 12 May 2004. Joined Unilever 1976. Previous posts include: Business Group President, Ice Cream and Frozen Foods 2001. Executive Vice-President, Foods and Beverages
Europe 1998. Senior Vice-President, Global Ice Cream category 1995. Chairman, Lipton-Sais Switzerland 1993. Foods Member East Asia Pacific Regional Management 1990. Marketing and Grocery Sales Director, Frigo, Spain 1986. President Europe designate.


André baron van Heemstra*Personnel DirectorNationality: Dutch. Aged 59. Personnel Director since 3 May 2000. Joined Unilever 1970. Appointed Director 3 May 2000. Previous posts include: Business Group President, East Asia Pacific 1996. Chairman, Langnese-Iglo
1992-1996. André baron van Heemstra will not be offering himself for re-election at the 2005 AGMs. Rudy Markham*Financial DirectorNationality:
British. Aged 58. Financial Director since 4 August 2000. Joined Unilever 1968.
Appointed Director 6 May 1998. Previous posts include: Strategy & Technology
Director 1998. Business Group President, North East Asia 1996-1998. Chairman,
Nippon Lever Japan 1992-1996. Chairman, Unilever Australasia 1989-1992. Group
Treasurer 1986-1989. External appointments include: Non-Executive Director of
Standard Chartered PLC. Chief Financial Officer designate. Non-Executive Directors The Rt Hon The Lord Brittan of Spennithorne QC, DL2Nationality: British. Aged 65. Appointed 2000. Vice-Chairman of UBS Investment Bank and Chairman of UBS Limited. Member of the European Commission and Vice-President 1989-1999. Member of the UK Government 1979-1986.
  Home Secretary 1983-1985 and Secretary of State for Trade and Industry 1985-1986. The Rt Hon The Baroness Chalker of Wallasey3Nationality: British. Aged 62. Appointed 1998.
Director of Freeplay Energy plc and Group 5 (Pty) Ltd. Member, International
Advisory Board of Lafarge et Cie. UK Minister of State at the Foreign and Commonwealth
Office
1986-1997. Bertrand Collomb4,5,6Nationality: French. Aged 62. Appointed 1994. Chairman of Lafarge S.A. Director of Vivendi Universal, TotalFinaElf and Atco. Member, Advisory Board of Banque de France. Vice-Chairman designate, Unilever N.V. and Unilever PLC. Professor Wim Dik2Nationality: Dutch. Aged 66. Appointed 2001. Professor at Delft University of Technology. Chairman, Supervisory Boards of Tele Atlas N.V. and N.V. Casema. Member, Supervisory Boards of ABN AMRO Holding N.V.
Non-Executive Director of Aviva plc and LogicaCMG plc. Chairman and CEO of Koninklijke PTT Nederland (KPN) 1988-1998 and Koninklijke KPN N.V. (Royal Dutch Telecom) 1998-2000. Minister for Foreign Trade, Netherlands 1981-1982. Oscar Fanjul7Nationality:
Spanish. Aged 55. Appointed 1996. Honorary Chairman of Repsol-YPF S.A. Director
of Marsh & McLennan Companies, the London Stock Exchange, Acerinox S.A. and Técnicas Reunidas S.A. Member,
International Advisory Boards of Marsh & McLennan Companies and Sviluppo
Italia and of the European Advisory Board of the Carlyle Group. Chairman and
CEO of Repsol 1986-1996.






*
   Member Executive CommitteeAppointed 12 May 2004 (previously Advisory Director)Executive Team Member designate1
   Member Nomination Committee2
   Member External Affairs and Corporate Relations Committee3
   Chairman External Affairs and Corporate Relations Committee


4
   Chairman Nomination Committee5
   Chairman Remuneration Committee6
   Senior Independent Director7
   Member Audit Committee8
   Chairman Audit Committee9
   Member Remuneration Committee






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Corporate governance Biographical details (continued)



Claudio X Gonzalez7
    Nationality: Mexican. Aged 70. Appointed
    1998. Chairman and CEO of Kimberly-Clark de Mexico S.A. Director of Kimberly-Clark
    Corporation, Kellogg Company, General Electric Company (USA), Grupo Carso
    S.A., Grupo Alfa, Grupo Mexico, Grupo Televisa, Fondo Mexico, Home Depot,
    America Movil and Investment Company of America. Special Advisor to the President
    of Mexico 1988-1994. Claudio X Gonzalez will not be offering himself
      for re-election at the 2005 AGMs. Hilmar Kopper8
    Nationality: German. Aged 69. Appointed 1998. Chairman, Supervisory Board
        of DaimlerChrysler AG. Non-Executive Director of Xerox Corp. Chairman,
        German Advisory Board of Spencer Stuart. Member, Advisory Board of Sviluppo
        Italia SpA. Former CEO and former Chairman of the Supervisory Board of
        Deutsche Bank AG. The Lord Simon of Highbury CBE1,9Nationality: British. Aged 65. Appointed
    2000. Member, Advisory Board of LEK Consulting. Non-Executive Director of
    Suez Group. Member, Supervisory Board of Volkswagen AG. Senior Advisor and
    Member, European Advisory Board of Morgan Stanley Dean Witter. UK Government
    Minister 1997-1999. Group Chief Executive of BP 1992-1995 and Chairman 1995-1997. Jeroen van der Veer1,9Nationality: Dutch. Aged 57. Appointed
    2002. President Royal Dutch Petroleum Company and Chief Executive Royal Dutch/Shell
  Group. Former Member, Supervisory Board of De Nederlandsche Bank 2000-2004. Business
        Presidents  Foods Regions Manfred Stach,EuropeAged
      62. Joined Unilever 1970. Appointed Business President 1998. Previous position:
      Business Group President Africa. Bernd Ellmann,Europe,
      Ice Cream and Frozen FoodsAged 56.
      Joined Unilever 1973. Appointed Business President 2004. Previous position:
      Chairman, European bakery business. John Rice,North
      AmericaAged 53. Joined Unilever 1981. Appointed Business President
      2001. Previous position: Business President Latin America. Doug Baillie,Africa,
      Middle East and TurkeyAged 49. Joined
      Unilever 1978. Appointed Business President 2004. Previous position: National
      Manager, Unilever South Africa. Tex Gunning,AsiaAged
      54. Joined Unilever 1982. Appointed Business President 2000. Previous position:
      Business Group President East Asia Pacific. Alberto Sobredo,Latin
      AmericaAged 55. Joined Unilever
      1998. Appointed Business President 2002. Previous position: Executive Vice-President,
      Latin America and Chairman, Unilever Chile. Global Businesses Diego Bevilacqua,FoodsolutionsAged
      51. Joined Unilever 2000 upon Unilevers acquisition of Bestfoods.
      Appointed Business President 2001. Previous position: Vice-President Bestfoods
      and President Bestfoods, Asia. John Rice,SlimFast
      WorldwideSee above. Function Anthonie Stal,Marketing
      FoodsAged 50. Joined Unilever 1981.
      Appointed President 2004. Previous position: Chairman, Unilever Bestfoods
      Nederland.


Business Presidents  Home
        and Personal Care Regions Ralph Kugler,EuropeAged 49. Joined Unilever 1979. Appointed Business President
      1999. Previous position: Business Group President Latin America. Harish Manwani,North
      AmericaAged 51. Joined Unilever 1976. Appointed Business President
      2001. Previous position: Business Group President, Latin America. Doug Baillie,Africa,
      Middle East and TurkeySee above. Vindi Banga,AsiaAged
      50. Joined Unilever 1977. Appointed Business President 2004. Previous position:
      Chairman, Hindustan Lever. Anton Lenstra,Latin
      AmericaAged 56. Joined Unilever
      1989. Appointed Business President 2000. Previous position: Business Group
      President, Africa. Function Simon Clift,MarketingAged
      46. Joined Unilever 1982. Appointed Business President 2001. Previous position:
      Chairman Personal Care Category Group, Latin America. Corporate
        Officers Jan van der Bijl,Joint
      Secretary and Head of Group TaxationAged
      55. Appointed 1 July 2001. Years of service on 31 December 2004: 17 years. Stephen Williams,Joint
      Secretary and General CounselAged
      57. Appointed 1 December 1986. Years of service on 31 December 2004: 18
      years. John Bird,ControllerAged
      51. Appointed 1 November 2003. Years of service on 31 December 2004: 29
      years. Pascal Visée,Group
      TreasurerAged 43. Appointed 1 February
      2005. Years of service on 31 December 2004: 17 years. Howard Green,Chief
      AuditorAged 54. Appointed 1 September
      2004. Years of service on 31 December 2004: 31 years. Henning Rehder was Group Treasurer throughout
      2004 and prior to the appointment of Pascal Visée on 1 February
      2005.




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Corporate governance



Board changes The current Directors, with their biographies,
      are shown on pages 68 and 69. All the Executive Directors held office throughout
      the year, with the exception of Kees van der Graaf, who was elected as
      a Director at the 2004 Annual General Meetings (AGMs). The changes to our Board structure described
      on pages 8 and 53 result in a smaller Board. Antony Burgmans, Patrick Cescau,
      Kees van der Graaf and Rudy Markham will be offering themselves for re-election
      at the 2005 AGMs. Clive Butler, Keki Dadiseth and Andrévan
      Heemstra will retire from the Boards. Their colleagues wish to thank them
      for their contributions to Unilever over the past 34, 31 and 34 years respectively. Ralph Kugler is nominated for election as
      an Executive Director of NV and PLC at the 2005 AGMs. He is currently Business
      President  Home and Personal Care  Europe and his biography
      is set out in the Notices of the AGMs. Antony Burgmans will take up the role of
      Non-Executive Chairman of NV and PLC and Patrick Cescau will become Group
      Chief Executive. Rudy Markham will be Chief Financial Officer and Kees
      van der Graaf and Ralph Kugler will be President Europe and Category President
      Home and Personal Care respectively. Leon Brittan, Lynda Chalker, Bertrand Collomb,
      Wim Dik, Oscar Fanjul, Hilmar Kopper, David Simon and Jeroen van der Veer
      are nominated for re-election as Non-Executive Directors of NV and PLC
      at the 2005 AGMs. All were elected as Non-Executive Directors on 12 May
      2004, having previously been Advisory Directors, following the approval
      of the corporate governance changes proposed at the 2004 AGMs. Their biographies
      are set out on pages 68 and 69. Claudio Gonzalez, due to the pressure of
      his other commitments, retires as a Non-Executive Director at the 2005
      AGMs and his colleagues thank him for his advice over the past seven years. We plan to make Bertrand Collomb, currently
      our Senior Independent Director, Vice-Chairman of NV and PLC. Professor
      Wim Dik will join the Audit Committee. During 2004 Niall FitzGerald retired as
      Chairman of PLC and Vice-Chairman of NV, Charles Strauss retired as a Director
      and Senator George Mitchell retired as an Advisory Director. Patrick Cescau
      became Chairman of PLC and Vice-Chairman of NV on 1 October 2004 and Kees
      van der Graaf succeeded Patrick Cescau as Foods Director.


Other changes As already mentioned, the changes to our
      business organisation in 2005 described on pages 8 and 53 will lead to
      an Executive team that supports Patrick Cescau as Group Chief Executive.
      The roles of Kees van der Graaf, Ralph Kugler and Rudy Markham as members
      of that team will be as stated above. The other members of the Executive
      team, and their responsibilities, will be Vindi Banga  President
      Foods, Harish Manwani  President Asia/AMET, John Rice  President
      The Americas, and Sandy Ogg  Human Resources. Vindi Banga, Harish
      Manwani and John Rice are currently Business Presidents and their details
      are given on page 69. Sandy Ogg is aged 51, joined Unilever in 2003 from
      Motorola and is currently Senior Vice-President Human Resources for the
      Foods Division.




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Remuneration reportIntroduction and
  Letter to shareholders



IntroductionThis report of the Remuneration
    Committee sets out Unilevers policy regarding Directors remuneration.
    It also sets out full details of the remuneration payable to the Directors
    for the year 2004. The Report is divided into the following
      sections: 
      Letter to shareholders
          from the members of the Remuneration Committee
      Details of the members
          of the Committee together with their tasks and responsibilities
      Policy regarding Executive
          Directors remuneration
      Commentary on Executive
          Directors remuneration payable for 2004
      Details of the service
          contracts relating to Executive Directors
      Tables of Executive Directors remuneration
          for 2004 and their Unilever share interests
      Information regarding Non-Executive
          Directors including details of remuneration and Unilever share interests The report has been prepared in accordance
      with the requirements of legislation and corporate governance codes


in the Netherlands, the United Kingdom and
      the United States. In particular it takes into account: 
      The Dutch Corporate Governance
          Code;
      The Combined Code of the
          United Kingdom issued in 1998, as revised in 2003 (the Combined Code)
          appended to the United Kingdom Listing Rules;
      The requirements of the
          United Kingdom Directors Remuneration Report Regulations 2002;
          and
      The SECs requirements
          for Form 20-F and the New York Stock Exchange listing rules. Directors are members of the Boards of both
      NV and PLC and they receive remuneration from both companies. The information
      shown in this report covers the total remuneration receivable from both
      NV and PLC. The report has been approved by the Boards
      and it has been signed on their behalf by the Joint Secretaries of Unilever.
      It will be presented to shareholders at the Annual General Meetings to
      be held on 10 May 2005 (NV) and 11 May 2005 (PLC).




---



Letter
        to shareholders Dear Shareholder, The year 2004 has been a year of change. In May the Advisory Directors were formally
      appointed as Non-Executive Directors of NV and PLC. During the year there were also other changes
      to the Boards of NV and PLC. Charles Strauss, our US-based Executive Director,
      retired in May and Niall FitzGerald, the Chairman of PLC, retired at the
      end of September. Mr FitzGerald was succeeded by Patrick Cescau who was
      previously our Foods Director. In May 2004 Kees van der Graaf was appointed
      as an Executive Director. 2004 was also the final year of Unilevers
      Path to Growth strategy and we are now entering a new challenging phase
      leading up to 2010. In view of these changes the Remuneration
      Committee decided to initiate an in-depth review of the remuneration package
      for Executive Directors. This involved a detailed benchmarking of the package
      against comparable companies based in the UK and Continental Europe. The
      result of this exercise showed that the value of the current package is
      broadly in line with the market. However, the study also showed that part
      of the share-based elements of the package required amendment in order
      to bring them in line with developing market trends and to reinforce the
      Unilever plans leading up to 2010. As a result of this study we are proposing
      to shareholders the introduction of a new Performance Share Plan in 2005
      which will replace the existing executive share option plans and which
      will have performance conditions on


vesting. Full details of this proposal are
      included in the notices to shareholders regarding the 2005 Annual General
      Meetings. Changes are also proposed for 2005 regarding the annual bonus
      payable to Executive Directors (revisions to the performance criteria as
      well as an increase in the bonus opportunity for the Group Chief Executive
      Officer). The Committee also reviewed the pension
      arrangements for Executive Directors. As a result it has been decided that
      the current policy of including a proportion of the annual bonus (of up
      to 20% of base pay) as part of pensionable earnings would be abandoned
      with immediate effect for new Executive Directors. The Remuneration Committee is committed
      to linking a major part of the Executive Directors pay to clearly
      defined levels of performance. We are focused on achieving business goals
      and on rewarding outstanding performance accordingly. For 2004 the business results were disappointing
      and consequently the bonuses paid to the Executive Directors for that year
      were low. We strive to ensure that the remuneration
      package for Executive Directors continues to deliver the best possible
      value for shareholders.Bertrand CollombChairman
      of the Remuneration CommitteeDavid Simon
    Jeroen van der Veer




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Remuneration report Remuneration Committee and Policy



Remuneration Committee Tasks and responsibilitiesThe Committee is responsible for
    making proposals to the Boards on the remuneration policy for Executive Directors.
    It is also responsible for setting individual remuneration packages for Executive
    Directors and for monitoring and approving all share-based incentive arrangements.
    The Committee meets at least three times a year and, during 2004, it met
    on six occasions. Apart from one meeting, every member was present at each
    meeting. StructureThe Committee members are all independent
    Non-Executive Directors, chosen for their broad experience and international
    outlook. During 2004 the members were: 
      Bertrand Collomb (Chairman
          of the Committee)
      Lord Simon of Highbury
      Jeroen van der Veer Advice and assistanceThe Committee does not formally
    retain remuneration consultants. It seeks professional advice from external
    advisers as and when required. During 2004, the Committee sought advice from
    Towers Perrin (an independent firm of human resources specialists) on market
    data, remuneration trends and performance-related pay. Towers Perrin also
    provides general consultancy advice to Unilever group companies on employee
    rewards, pension, communications and other human resource matters. The Committee is supplied with information
      by Jan van der Bijl, who is also Joint Secretary of Unilever. The Chairmen of NV and PLC are invited to
      attend Committee meetings to provide their own insights to the Committee
      on business objectives and the individual performance of their direct reports.
      Naturally, the Chairmen do not attend when their own remuneration is being
      discussed. Remuneration
        policy  Executive Directors Main principlesUnilevers objective is to
    attract world-class executives who can drive the business forward and achieve
    the highest results for shareholders. This is essential to the successful
    leadership and effective management of Unilever as a major global company.
    To meet this objective the Committee follows three key principles, validated
    by shareholders: 
      The reward policy is benchmarked
          regularly against arrangements for comparable companies in Europe.
          This ensures that Executive Directors remuneration levels remain
          competitive.
      A comparison is made with
          the remuneration arrangements for other senior executives within Unilever.
      The Committee links a significant
          proportion of the Executive Directors total remuneration to a
          number of key measures of company performance.


Where Group performance meets the overall
      business plan, the variable elements of the remuneration package, such
      as the annual bonus and the expected value of long-term incentive payments,
      can account for about 60% of the total package (ie. 60% of the combined
      sum of base salary, annual bonus and long-term incentive payments, but
      excluding pension provision). However, outstanding Group results can increase
      the variable elements to around 75% of the total package. If the Group
      results were below target, the variable elements would reduce significantly. Closely linking the package to key performance
      measures ensures that the Executive Directors remuneration is aligned
      effectively with shareholders interests. This is consistent with
      the remuneration policy for senior executives below board level, who also
      have a significant performance-related element of pay within their remuneration
      package. Executive Directors are required to build
      up a significant personal shareholding in Unilever. Within five years of
      appointment, they are expected to hold shares worth 150% of their annual
      base salary. This reinforces the link between the executives and other
      shareholders. On a limited basis Unilever Executive Directors
      serve as non-executives on the Boards of other companies. Unilever requires
      that all remuneration and fees earned from outside directorships are paid
      directly to Unilever. Reward structureThe Executive Directors total
    remuneration package consists of: 
      Base salary;
      Annual performance bonus;
      Long-term incentives;
      Pension provision; and
      Other benefits and allowances. The Committee regularly reviews the reward
      structure to ensure that it meets its objectives. Base salaryEach Executive Director receives
    a base salary which is fixed in the currency appropriate to the country in
    which the individual is based. Market reference points are agreed each
      year depending on where the individual is based (eg. the Netherlands, the
      UK or the US). Based on those market reference points a personal salary
      level is set for each Executive Director to take effect from 1 January
      of the year concerned. When granting pay rises, the Committee looks
      at a range of factors including individual and company performance. The
      Committee also uses independent expert advice to compare Unilevers
      remuneration for executives of this calibre with that paid by other major
      international companies in Europe.




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Remuneration report Policy (continued)



Annual performance bonusThe annual performance bonus aims
    to focus the Executive Directors on the business priorities for the coming
    financial year, in accordance with Unilevers annual plan. Currently
    the bonus can range between 0% and 100% of base salary. However, the maximum
    level is payable only in the case of exceptional performance. To receive a bonus Executive Directors must
      achieve demanding corporate and personal targets set by the Committee at
      the beginning of each year. The corporate targets for 2004 are described
      in more detail on page 75 and were a combination of the increase in earnings
      per share BEIA and the growth in sales of the leading brands. These targets,
      which were linked to the Path to Growth strategy, are currently being reviewed
      by the Committee and it is proposed that they will be replaced in 2005
      with new targets aligned to the business plans leading up to 2010. At the end of each financial year, the Committee
      measures the results against the targets set. The bonus is then calculated and is payable
      in March following the end of the financial year in question. Part of the
      bonus (25%) is delivered to the Executive Directors in the form of shares
      in NV and PLC. The Executive Directors are then awarded, on a conditional
      basis, an equivalent number of matching shares. These latter
      shares form part of the long-term incentive arrangements described below. Long-term incentive arrangementsThe long-term incentive arrangements
    for Executive Directors consist of three main elements: 
      Share Matching
          Plan (linked to the annual bonus)
      TSR Long-Term
          Incentive Plan
      Share options,
          which includes:
      Executive Option Plans
      All-Employee Share Plans Share Matching Plan (linked
      to the annual bonus)As noted above, the Executive Directors
    receive 25% of the annual bonus in the form of NV and PLC shares, known as
    bonus shares. The company then awards an equivalent number of matching shares,
    which will vest three years after the award provided that: 
      The original number of
          bonus shares has been retained for that three-year period; and
      The Executive Director
          has not resigned or been dismissed. The three-year vesting period for the matching
      shares is in line with international practice and the Committee considers
      that it is an important retention tool for key executives. Furthermore
      the necessity to hold the bonus shares for a minimum period of three years
      supports, as far as possible, the shareholding requirements set out on
      page 72 and ensures that the interests of Executive Directors are aligned
      with those of other shareholders.


The Committee considers that there is no
      need for further performance conditions on the vesting of the matching
      shares because the number of shares is directly linked to the annual bonus
      (which is itself subject to demanding performance conditions). Moreover,
      during the three-year vesting period the share price of NV and PLC will
      be influenced by the performance of the companies which, in turn, will
      affect the ultimate value of the matching shares on vesting. TSR Long-Term Incentive
      PlanUnder this plan conditional rights
    over shares in NV and PLC are awarded annually to Executive Directors. The current level of conditional annual
      awards is as follows: 
      Chairmen: Shares in NV
          and PLC to the combined value of €800 000;
      European-based Executive
          Directors: Shares in NV and PLC to the combined value of €500
          000; and
      US-based Executive Director:
          Shares in NV and PLC to the combined value of €400 000. The conditional awards vest three years
      after date of grant but the number of shares to vest is dependent on Unilevers
      Total Shareholder Return (TSR) when compared with the TSR results of a
      defined peer group of 20 comparator companies over a three-year performance
      cycle. No shares will vest if Unilever is ranked at less than position
      11 of the TSR ranking table over the three-year period. Between 25% and
      200% will vest if Unilever is ranked in the top half of the table as shown
      below: Vested award(% of original conditionalTSR peer group ranking
      award that will vest)12th to 21st
      0%10th or 11th
      25%8th or 9th
      50%5th to 7th
      100%3rd or 4th
      150%1st or 2nd
      200% The current peer group of comparator
      companies is as follows: Altria Group
      KaoAvon
      LionBeiersdorf
      LOréalCadbury Schweppes
      NestléClorox
      OrklaCoca-Cola
      PepsicoColgate
      Procter & GambleDanone
      Reckitt BenckiserGillette
      Sara LeeHeinz
      Shiseido Using the TSR peer group ranking as a performance
      indicator demonstrates a clear link between the reward provided to Executive
      Directors, and the investment growth enjoyed by our shareholders (in comparison
      with that enjoyed by investors in the defined peer group of companies).




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Remuneration report
Policy (continued)

Share options
Executive Directors may participate in the following share option plans. 
   Executive Option Plans
   All-Employee Share Plans Executive Option Plans
The Remuneration Committee has proposed that this component of the remuneration package be replaced in 2005 by a new Global Performance Share Plan. Full details of this new Plan are contained in the Notices to
Shareholders regarding the 2005 AGMs. If the proposal is approved by shareholders no further grants will be made to Executive Directors under the existing Executive Share Option Plans (apart from the final grants of premium options to be made in
2005). Instead, grants will be made under the new Global Performance Share Plan from 2005 onwards. For the sake of completeness the following section gives full details of the existing Executive Share Option Plans. Under these Plans, Executive Directors are granted options over shares in NV and PLC. The Committee has established an annual benchmark for each Executive Directors grant level. This is known as the normal
allocation (see below): Normal allocationNV options
   PLC optionsChairmen
   12 000
   80 000US-based Executive Director
   12 000
   80 000European-based Executive Directors
   7 500
   50 000 The annual grants will only be made if the following performance conditions are met: 
   Firstly, the earnings per share BEIA over the preceding three financial years must have cumulatively risen by at least 6% more than the rate of inflation (within the UK and the eurozone) when
measured at current rates of exchange.
   Secondly (and subject to the first condition being met), the actual grant (a percentage of the normal allocation) is determined by reference to the growth in earnings per share (BEIA) at
current rates of exchange for the preceding financial year, as shown below: EPS BEIA growth over inflation
    Actual grant(achieved in preceding
    (as percentage offinancial year)
    normal allocation)Inflation + less than 4%
    0%Inflation + 4%
    50%Inflation + 5%
    75%Inflation + 6%
    100%Inflation + 7%
    125%Inflation
+ 8%
    150% As part of the Path to Growth strategy, the
    Committee regarded earnings per share BEIA growth at current rates of exchange
    as an appropriate measure of the Groups underlying financial performance. The
Committees view was that less than 4% growth after inflation was below
standard and, at that level, no grant should be made. Real EPS BEIA growth above
6%, however, represented above-target performance.




Following grant, the options are not subject to any further performance conditions on exercise. The Executive Option Plans extend to Unilever executives throughout the world and in many countries it is not common
practice to have performance conditions on the exercise of options. The Committee therefore takes the view that the underlying financial performance of the Group, which in turn affects the growth in share price between grant and exercise of an
option, is sufficient. The minimum price payable for each share, on the exercise of the options, is not less than the market price of the shares as at the date of grant. Normally, an option granted under the Executive Plans may not be
exercised earlier than three years from the date of grant. It cannot be exercised any later than ten years from the date of grant. Premium options
For options granted between 1997 and 2000, rights
to further options (known as premium options) arise five years after
the date of the original option grant. These premium options amount to 20% of
the
original number of options granted provided that: 
   During the relevant five-year period, options under the normal annual arrangements have been granted to the Executive Directors in question; and
   The Executive Director has not exercised the original options granted five years previously or, if he has, he retains all profit of the exercise in the form of
shares. This incentive of premium options was discontinued in 2001, as part of the changes in the remuneration package of the Executive Directors, approved by shareholders at that time. No further rights to premium options
arise on grants made under the NV and PLC plans from 2001 onwards. All-Employee Share Plans
Executive Directors are able to participate in
the UK Employee ShareSave Plan, the UK Share Incentive Plan (ShareBuy) and the Netherlands Employee Option Plan. The US-based Executive Director is able to
participate in the North American Employee Stock Purchase Plan. These arrangements are known as All-Employee plans. Details of all the plans are shown in note 30 on pages 138 to 147. Executive Directors pensions
Executive Directors are provided with a defined benefit final salary pension, which is consistent with the pension provision for all Unilever Netherlands and UK employees. This arrangement provides Executive Directors
with a pension from NV or PLC (as appropriate) of a maximum of two-thirds of final pensionable pay if they retire at age 60 or later, after deduction of pensions from other sources. Final pensionable pay includes the average annual performance bonuses paid in the last three years, up to a maximum of 20% of base pay. This is similar to the current Group practice for long-serving senior executives.
The Committee, however, has recently reviewed this arrangement and has decided to abandon the pensionability of bonuses for new Executive Directors. The table on page 83 gives details of the Executive Directors pension values.




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Remuneration report
Policy (continued)

Other benefits/allowances
Executive Directors enjoy similar benefits to many other employees of the Unilever Group. These include subsidised medical insurance, the use of company cars (or cash in lieu) and assistance with relocation costs when
moving from one country to another. They also receive an allowance to cover small out-of-pocket expenses not covered by the reimbursement of their business entertaining expenses. In addition, certain UK-based Executive Directors receive an allowance to compensate for the loss in their net income due to the fact that some of their remuneration is paid in the Netherlands. Future developments
The Remuneration Committee keeps the remuneration policy for Executive Directors under review in the light of company and market developments. Currently there are proposals to make the following changes to the
remuneration package: 
   Proposals will be made to shareholders to replace the existing executive share option plans with a new Global Performance Share Plan. If the proposals are accepted by shareholders no further grants
will be made to Executive Directors under the executive share option plans (apart from the final grants of premium options to be made in 2005). Instead, from 2005 onwards, grants will be made under the new Global Performance Share Plan. These awards
will vest three years from grant but will be subject to performance conditions on vesting. Full details of this new plan are contained in the notices to shareholders regarding the 2005 Annual General Meetings.
   The Executive Directors pension arrangements are currently under review. In particular the Committee has decided that the current policy of including a proportion of the annual bonus (of up to 20%
of base salary) as part of pensionable earnings should be abandoned, with immediate effect, for new Executive Directors.
   The performance criteria relating to the annual bonus is being revised in order to align the Executive Directors targets to the business plans leading up to 2010. For 2005 it is proposed that
the new corporate targets be based on a combination of the Trading Contribution (TC) and Underlying Sales Growth (USG) of the Group. It is also proposed that the bonus opportunity for the Group Chief Executive be set at a maximum of 150% of base
salary from 2005 onwards. Commentary on Executive Directors Remuneration payable for 2004 The tables on pages 77 to 85 give details of the specific elements of the Executive Directors remuneration package for 2004. However, the following additional comments may be helpful in understanding the various
tables.




Base salary
The average of salary increases for Executive Directors for 2004 was 4.7% compared with the year 2003. This increase was a result of the yearly benchmarking exercise whereby the salary payable to Unilevers Executive Directors was compared with that payable to Directors of other major international companies based
in Europe. This benchmarking excluded companies in the financial sector in order to ensure that the outcome of the study was not distorted. The increase also took into account the personal performance of the individual in question together with the
overall performance of the business. Annual performance bonus
Corporate and personal targets were set by the Remuneration Committee for 2004 as follows: 
   Corporate: these were based on a combination of (a) the increase in earnings per share BEIA at current exchange rates and (b) the sales growth of the leading brands. The maximum bonus in respect of
these Corporate targets is 80% of base salary.
   Personal: these were based on agreed key objectives relative to the Executive Directors specific responsibilities. Up to 20% of base salary can be earned in respect of these
targets. At the end of 2004 the Committee measured the results against the targets set and agreed that bonuses should be payable to Executive Directors averaging approximately 11% of base salaries in respect of that year. Long-term incentive arrangements
   Share Matching PlanTwo awards vested in 2004. These awards were originally made on a conditional basis in 1999 (with a vesting period of five
years) and in 2001 (with a vesting period of three years).
   TSR Long-Term Incentive PlanThe conditional award made in 2001 vested in May 2004. This award was based on the TSR performance of Unilever (when
ranked against its defined peer group of 20 comparator companies) for the three-year performance period ended 31 December 2003. Unilever was ranked position 6 out of the peer group of companies for this period which resulted in a 100% vesting of the
award.The conditional award made in 2002 was based on the TSR performance of Unilever for the three-year period ended 31 December 2004. For this period Unilever was ranked 13 out of its peer group of companies
and therefore there will be no vesting of this award in March 2005.
   Executive Share OptionsThe grants of share options made in 2004 were based on the earnings per share growth BEIA for 2003 compared with 2002.
This resulted in a level of grant for 2004 equivalent to 100% of the normal allocation of options.




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Report and Accounts 200475

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Remuneration report
Policy (continued)

Pensions
The Unilever United Kingdom Pension Plan (UPF) increased employee contributions from 2% to 5% of pensionable salary with effect from 1 January 2004. The Unilever Netherlands Pension Plan (Progress) reintroduced
employee contributions with effect from 1 January 2004, currently at the rate of 1%. N W A FitzGerald and C B Strauss retired from the Boards on 30 September 2004 and 12 May 2004 respectively. C J van der Graaf joined the Boards on 12 May 2004. The table on page 83 gives details of their pension
entitlements and (in respect of Messrs FitzGerald and Strauss) include the pension enhancements agreed on retirement. The UK Government is in the process of introducing a new tax regime for pensions. The UK-based Executive Directors, together with other UK-based senior executives, have been informed that PLC intends to maintain their
overall pension by capping the benefit provided by the Unilever UK Pension Fund (UPF) and by making a corresponding increase in the top-up provided by the company. The Committee is continuing to review this position depending on the final form of
the UK Governments new tax rules. Executive Directors service contracts
The Executive Directors have service contracts
with both NV and PLC. The notice period under the service contracts for Executive
Directors is one year. If they choose, NV and PLC may pay an Executive Director
a sum
equal to twelve months salary in lieu of notice. NVs and PLCs Articles of Association require that, in principle, all Directors retire from office at every Annual General Meeting. Executive Directors contracts of service with the Unilever Group are
generally terminated no later than the end of the month in which the Annual General Meeting closest to their 62nd birthday is held. However as from 2004 newly appointed Executive Directors have a flexible termination date which is linked to an AGM
occurring at any time between ages 60 and 65. Details of the service contracts are shown on page 85. The current Executive Directors are long-serving Unilever executives who can reasonably expect, subject to satisfactory performance, to be employed by Unilever until retirement. The Committee takes the view that the
entitlement of the Executive Directors to the security of twelve months notice of termination of employment is in line both with the practice of many comparable companies and the entitlement of other senior executives within Unilever. The Remuneration Committees aim is always to deal fairly with cases of termination while taking a robust line in minimising any compensation. In 2003 eight Executive Directors served for the whole of the year. In 2004 two of the Executive Directors retired, one was newly appointed and the remaining six Executive Directors served for the whole of the
year.




Other items Unilevers share performance relative to broad-based equity indices
Under the UK Directors Remuneration Report Regulations 2002, we are required to show Unilevers relative share performance, based on Total Shareholder Return, against a holding of shares in a broad-based
equity index for the last five years. The Remuneration Committee has decided to show Unilevers
performance against two indices, namely the Euronext AEX Index, Amsterdam and
the FTSE 100 Index, as these are the most generally used indices in the Netherlands
and the UK, where we have our principal listings.




76UnileverAnnual Report and Accounts 2004

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Remuneration report
Details  Executive Directors

The following section contains detailed information on the Executive Directors annual remuneration, long-term incentives, pension benefits, service contracts and share interests in respect of 2004.

Aggregate remuneration for Executive Directors
The following table gives details of the aggregate
remuneration (including long-term incentives) received by Executive Directors
as a group. For convenience, the amounts are shown both in euros and [in brackets]
in
pounds sterling  based on average exchange rates for the year of €1 = £0.6781 = $1.238 (2003: €1 = £0.6912
= $1.126).

|                                                                              | 2004      |  | 2003     | 
|----------------------------------------------------------------------------- | --------- |  | -------- | 
|                                                                              | 000      |  | 000     | 
|                                                                              |           |  |          | 
|Annual emoluments(1)                                                          |           |  |          | 
|                                                                              |           |  |          | 
|Base salary                                                                   | €7 927    |  | €7 942   | 
|                                                                              | [£5 376]  |  | [£5 489] | 
|                                                                              |           |  |          | 
|Allowances and other payments:                                                |           |  |          | 
|                                                                              |           |  |          | 
|Allowances                                                                    | €750      |  | €279     | 
|                                                                              | [£508]    |  | [£193]   | 
|Other payments(2)                                                             | €1 806    |  | €nil     | 
|                                                                              | [£1 225]  |  | [£ nil]  | 
|                                                                              |           |  |          | 
|Value of benefits in kind                                                     | €665      |  | €768     | 
|                                                                              | [£452]    |  | [£531]   | 
|                                                                              |           |  |          | 
|Performance-related payments (annual bonus)(3)                                | €1 027    |  | €1 781   | 
|                                                                              | [£696]    |  | [£1 231] | 
|                                                                              |           |  |          | 
|Sub-total of annual emoluments                                                | €12 175   |  | €10 770  | 
|                                                                              | [£8 257]  |  | [£7 444] | 
|                                                                              |           |  |          | 
|Other income arising from long-term incentives(4)                             |           |  |          | 
|                                                                              |           |  |          | 
|Gains on exercise of share options                                            | €4 267    |  | €644     | 
|                                                                              | [£2 893]  |  | [£446]   | 
|                                                                              |           |  |          | 
|Vesting of matching shares                                                    | €782      |  | €116     | 
|                                                                              | [£530]    |  | [£80]    | 
|                                                                              |           |  |          | 
|Vesting of TSR Long-Term Incentive Plans                                      | €4 105    |  | €nil     | 
|                                                                              | [£2 783]  |  | [£nil]   | 
|                                                                              |           |  |          | 
|Total of annual emoluments and other income arising from long-term incentives | €21 329   |  | €11 530  | 
|                                                                              | [£14 463] |  | [£7 970] | 
|                                                                              |           |  |          | 
|                                                                              |           |  |          | 

|(1) | Annual emoluments includes base salary, allowances and other payments (see footnote 2) and the value of benefits in kind earned in respect of 2004. It also includes the annual bonus (both the cash
element and the bonus paid in shares) payable in March 2005 relating to the performance year 2004.                                                                   
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Other payments include a compensation payment of €1 806 150 [£1 224 750] payable to Mr FitzGerald following the cessation of his directorship.                                                                                                                                                                                                                            
|(3) | The value of matching shares, totalling €257 000 [£174 000] awarded on a conditional basis in respect of 2004 is not included. This will be reported in 2008 when the shares
vest.                                                                                                                                                                                        
|(4) | Includes the gains realised in 2004 following the exercise of share options granted in earlier years. It also includes the value in 2004 of the matching shares vesting in that year which were
originally awarded in 1999 and 2001 together with the value (in 2004) of the TSR LTIP shares vesting in 2004 which were originally awarded on a conditional basis in 2001.

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Report and Accounts 200477

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Remuneration report
Details  Executive Directors
(continued)

Remuneration for individual
Executive Directors The following table gives details of the total
remuneration (including long-term incentives) received by each Executive Director.
For convenience the amounts are shown both in euros and [in brackets] in pounds
sterling.

|                         |                                       |  |             |  |                                             |  |            |  |            |  |            |  | Other
            income arising from |   | Total
            of |   | Total
          of
|------------------------ | ------------------------------------- |  | ----------- |  | ------------------------------------------- |  | ---------- |  | ---------- |  | ---------- |  | ------------------------------------- | - | -------------------- | - | ------------------
|                         | Annual
            Emoluments 2004(1) |  |             |  | long-term
            incentives in 2004(2) |  | annual     |  | annual    
|                         |                                       |  |             |  |                                             |  | emoluments |  | emoluments
|                         |                                       |  |             |  |                                             |  |            |  |            |  |            |  |                                       |   |                      |   | Vesting of        
|                         |                                       |  |             |  |                                             |  |            |  |            |  |            |  | Gains on                              |   |                      |   | TSR/LTIP          
|                         |                                       |  |             |  |                                             |  |            |  | Total      |  | Total      |  | exercise                              |   | Vesting of           |   | in 2004           
|                         |                                       |  | Allowances  |  | Value
          of                          |  |            |  | annual     |  | annual     |  | of share                              |   | matching             |   | (performance      
|                         | Base                                  |  | and other   |  | benefits                                    |  | Annual     |  | emoluments |  | emoluments |  | options                               |   | shares               |   | period            
|                         | salary                                |  | payments(3) |  | in kind(4)                                  |  | bonus(5)   |  | 2004       |  | 2003       |  | in 2004                               |   | in 2004              |   | 2001/2003         
|Name and Base Country    | 000                                  |  | 000        |  | 000                                        |  | 000       |  | 000       |  | 000       |  | 000                                  |   | 000                 |   | 000              
|                         |                                       |  |             |  |                                             |  |            |  |            |  |            |  |                                       |   |                      |   |                   
|A Burgmans(7)(NL)        | €1
    365                            |  | €80         |  | €150                                        |  | €137       |  | €1 732     |  | €1 786     |  | €0                                    |   | €111                 | * | €730              
|                         | [£926]                                |  | [£54]       |  | [£102]                                      |  | [£93]      |  | [£1 175]   |  | [£1 233]   |  | [£0]                                  |   | [£75]                |   | [£495]            
|                         |                                       |  |             |  |                                             |  |            |  |            |  |            |  |                                       |   |                      |   |                   
|P J Cescau(8)(NL/UK)     | €1
    109                            |  | €395        |  | €164                                        |  | €111       |  | €1 779     |  | €1 392     |  | €1 603                                | * | €59                  | * | €456              
|                         | [£752]                                |  | [£268]      |  | [£112]                                      |  | [£75]      |  | [£1 207]   |  | [£962]     |  | [£1 087]                              |   | [£40]                |   | [£309]            
|                         |                                       |  |             |  |                                             |  |            |  |            |  |            |  |                                       |   |                      |   |                   
|A C Butler (UK)          | €782                                  |  | €3          |  | €35                                         |  | €40        |  | €860       |  | €923       |  | €74                                   | * | €94                  | * | €456              
|                         | [£530]                                |  | [£2]        |  | [£24]                                       |  | [£27]      |  | [£583]     |  | [£638]     |  | [£50]                                 |   | [£63]                |   | [£309]            
|                         |                                       |  |             |  |                                             |  |            |  |            |  |            |  |                                       |   |                      |   |                   
|K B Dadiseth (UK)        | €1
    003                            |  | €30         |  | €61                                         |  | €50        |  | €1 144     |  | €1 195     |  | €10                                   | * | €49                  | * | €456              
|                         | [£680]                                |  | [£20]       |  | [£41]                                       |  | [£34]      |  | [£775]     |  | [£827]     |  | [£7]                                  |   | [£33]                |   | [£309]            
|                         |                                       |  |             |  |                                             |  |            |  |            |  |            |  |                                       |   |                      |   |                   
|C J van der Graaf(9)(NL) | €483                                  |  | €3          |  | €17                                         |  | €97        |  | €600       |  |            |  |                                       |   |                      |   |                   
|                         | [£328]                                |  | [£2]        |  | [£12]                                       |  | [£66]      |  | [£408]     |  |            |  |                                       |   |                      |   |                   
|                         |                                       |  |             |  |                                             |  |            |  |            |  |            |  |                                       |   |                      |   |                   
|A R van Heemstra (NL)    | €730                                  |  | €8          |  | €76                                         |  | €37        |  | €851       |  | €920       |  | €291                                  | * | €47                  | * | €456              
|                         | [£495]                                |  | [£5]        |  | [£52]                                       |  | [£25]      |  | [£577]     |  | [£636]     |  | [£197]                                |   | [£32]                |   | [£309]            
|                         |                                       |  |             |  |                                             |  |            |  |            |  |            |  |                                       |   |                      |   |                   
|R H P Markham (UK)       | €907                                  |  | €13         |  | €35                                         |  | €136       |  | €1 091     |  | €1 053     |  | €0                                    |   | €97                  | * | €456              
|                         | [£615]                                |  | [£9]        |  | [£24]                                       |  | [£92]      |  | [£740]     |  | [£728]     |  | [£0]                                  |   | [£66]                |   | [£309]            
|                         |                                       |  |             |  |                                             |  |            |  |            |  |            |  |                                       |   |                      |   |                   
|                         |                                       |  |             |  |                                             |  |            |  |            |  |            |  |                                       |   |                      |   |                   
|N W A FitzGerald(10)(UK) | €1
    178                            |  | €2 024      |  | €60                                         |  | €158       |  | €3 420     |  | €2 009     |  | €1 172                                |   | €191                 | * | €730              
|                         | [£799]                                |  | [£1 373]    |  | [£40]                                       |  | [£107]     |  | [£2 319]   |  | [£1 388]   |  | [£795]                                |   | [£130]               |   | [£495]            
|                         |                                       |  |             |  |                                             |  |            |  |            |  |            |  |                                       |   |                      |   |                   
|C B Strauss(11)(US)      | €370                                  |  | €0          |  | €67                                         |  | €261       |  | €698       |  | €1 492     |  | €1 117                                | * | €134                 | * | €365              
|                         | [£251]                                |  | [£0]        |  | [£45]                                       |  | [£177]     |  | [£473]     |  | [£1 032]   |  | [£757]                                |   | [£91]                |   | [£248]            
|                         |                                       |  |             |  |                                             |  |            |  |            |  |            |  |                                       |   |                      |   |                   

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Annual emoluments includes base salary, allowances (and other payments  see footnote 3) and the value of benefits in kind earned in respect of 2004. It also includes the annual
bonus (both the cash element and the bonus paid in shares) payable in March 2005 relating to the performance year 2004. The value of the matching shares conditionally awarded in 2005 in respect of the performance year 2004 is not included as these
form part of the long-term incentives and the value will be reported when they vest in 2008.                                                                                                                                                                                                                                                                                                                                                                                                      
|(2) | Other income includes the gains realised in 2004 following the exercise of share options granted in earlier years. It also includes the value of the matching shares vested in 2004, which
were originally awarded in 1999 and 2001 together with the value of the TSR LTIP shares vested in 2004 which were originally awarded in 2001. This latter award was based on the TSR performance of Unilever for the three-year rolling period ended 31
December 2003. Unilever was ranked number 6 out of 21 for this period. The gains marked thus (*) were not cashed-in by the Executive Director shown. Instead, the gains were either wholly retained in the form of shares in NV and PLC or the net
amounts (after payment of tax) were retained in the form of shares in NV and PLC. For further details please refer to the information on share matching on page 79, on the TSR/LTIP scheme on page 80 and on share options on page 81.
|(3) | Allowances include the following payments:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | All allowances are taxable
      in the country of residence of the Executive Director concerned apart from
      the entertaining allowance which is currently tax free.Other
      payments include a compensation
payment of €1 806 150 [£1 224 750] payable to Mr FitzGerald following
the cessation of his directorship (see footnote 10).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(4) | Includes the value of the following benefits in kind:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | All such benefits in kind are
      taxable in the country of residence of the Executive Director concerned
      (apart from the value of residential accommodation provided for Netherlands
    based Executive Directors which is tax-free in the Netherlands).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

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Remuneration report
Details  Executive Directors
(continued)



|(5)  | Part of the annual bonus is paid in the form of shares in NV and PLC. The value of these bonus shares is included in the figures of annual bonus shown above. In addition to these shares each
Executive Director is awarded, on a conditional basis, an equivalent number of matching shares which are not included above. The value of these matching shares totalling €257 000 [£174 000] will be reported when they vest in
2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(6)  | Total includes all annual emoluments earned in 2004 together with other income arising from long-term incentives in that year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(7)  | Chairman of NV.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(8)  | Chairman of PLC from 1 October 2004. Allowances include relocation assistance totalling €383 054 [£259 749] paid as a result of his transfer from the Netherlands to the UK. Previously he
was Foods Director based in the Netherlands. The relocation assistance is in line with the arrangements for other managers of Unilever who relocate from one country to another. It mainly relates to the associated costs and other expenses relating to
the purchase of a house in the UK together with removal costs and transfer allowance.                                                                                                                                                                                                                                                                                                                                                     
|(9)  | Appointed as an Executive Director
      on 12 May 2004. Remuneration shown above covers the period from date of
    appointment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(10) | Chairman of PLC until 30 September
      2004. Remuneration shown above covers the period to the date of cessation
      of his directorship on30 September
      2004 and includes a payment of €1 806 150 [£1 224 750], as
      compensation upon the termination of his employment with the Unilever Group.
      This predominantly comprises a lump sum equivalent to the salary in lieu
      of the 12 months contractual notice to which he was entitled. It
      also includes, as compensation for the loss of future employment benefits,
      a payment in respect of the estimated bonus for 2005 that would reasonably
      be expected to be paid had he remained in service. For the purpose of his
      pension, which is due to commence on his 60th birthday in September 2005,
      he will be treated as if he had remained in employment until September
    2005.
|(11) | Remuneration shown above covers
       the period to the date of cessation of his directorship in May 2004. In
       addition to these figures Mr Strauss received salary and benefits totalling €612
       099 [£415 065] as a result of him remaining an employee of Unilever
       United States Inc. for the period from 1 June 2004 to 31 December 2004.
       His pension commences with effect
from 1 January 2005.                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

Executive Directors Share Matching Plan
The following conditional shares were outstanding, awarded or vested during 2004 under the share matching plan:

|                   |                              |                                             | Balance
          of |                                             |             |        | Shares
          vested during 2004(2) |          | Balance
          of | 
|------------------ | ---------------------------- | ------------------------------------------- | -------------------- | ------------------------------------------- | ----------- | ------ | -------------------------------------- | -------- | -------------------- | 
|conditional        | Conditional
          shares |                                             |                      |                                             | conditional
|shares             | awarded
          in 2004(1) | Shares vested
          on 18 March 2004(3) |                      | Shares vested
          on 20 March 2004(4) | shares     
|at 1
          Jan |                              |                                             |                      |                                             |             |        |                                        |          |                      | 
|2004               |                              |                                             |                      |                                             |             | Market |                                        | Original |                      | 
|Share              | No. of                       | No. of                                      |                      | Price at                                    | No. of      |        | price                                  |          | price                | 
|type               | shares                       | shares                                      |                      | award                                       | shares      |        | at vesting                             |          | at award             | 
|                   |                              |                                             |                      |                                             |             |        |                                        |          |                      | 
|A Burgmans         | NV                           |                                             | 5 614                |                                             | 605         |        | €54.10                                 |          | 287                  | 
|                   | PLC                          |                                             | 38 910               |                                             | 4 192       |        | 519.50p                                |          | 2 326                | 
|                   |                              |                                             |                      |                                             |             |        |                                        |          |                      | 
|P J Cescau         | NV                           |                                             | 4 305                |                                             | 471         |        | €54.10                                 |          |                      | 
|                   | PLC                          |                                             | 29 579               |                                             | 3 265       |        | 519.50p                                |          |                      | 
|                   |                              |                                             |                      |                                             |             |        |                                        |          |                      | 
|A C Butler         | NV                           |                                             | 3 809                |                                             | 355         |        | €54.10                                 |          | 313                  | 
|                   | PLC                          |                                             | 26 809               |                                             | 2 452       |        | 519.50p                                |          | 2 538                | 
|                   |                              |                                             |                      |                                             |             |        |                                        |          |                      | 
|K B Dadiseth       | NV                           |                                             | 3 451                |                                             | 445         |        | €54.10                                 |          |                      | 
|                   | PLC                          |                                             | 23 311               |                                             | 3 081       |        | 519.50p                                |          |                      | 
|                   |                              |                                             |                      |                                             |             |        |                                        |          |                      | 
|C J van der Graaf  | NV                           |                                             | 1 715                | (5)                                         |             |        |                                        |          |                      | 
|                   | PLC                          |                                             | 11 940               | (5)                                         |             |        |                                        |          |                      | 
|                   |                              |                                             |                      |                                             |             |        |                                        |          |                      | 
|A R van Heemstra   | NV                           |                                             | 3 133                |                                             | 323         |        | €54.10                                 |          |                      | 
|                   | PLC                          |                                             | 21 680               |                                             | 2 242       |        | 519.50p                                |          |                      | 
|                   |                              |                                             |                      |                                             |             |        |                                        |          |                      | 
|R H P Markham      | NV                           |                                             | 4 092                |                                             | 403         |        | €54.10                                 |          | 291                  | 
|                   | PLC                          |                                             | 28 659               |                                             | 2 794       |        | 519.50p                                |          | 2 365                | 
|                   |                             
|                   |                              |                                             |                      |                                             |             |        |                                        |          |                      | 
|N W A FitzGerald   | NV                           |                                             | 7 554                |                                             | 709         |        | €54.10                                 |          | 631                  | 
|                   | PLC                          |                                             | 53 107               |                                             | 4 911       |        | 519.50p                                |          | 5 114                | 
|                   |                              |                                             |                      |                                             |             |        |                                        |          |                      | 
|C B Strauss        | NV                           |                                             | 5 301                |                                             | 804         |        | €54.10                                 |          |                      | 
|                   | PLC                          |                                             | 37 290               |                                             | 5 565       |        | 519.50p                                |          |                      | 
|                   |                             

|(1) | Each award of matching shares is conditional and vests three years after the date of the award subject to certain conditions. The 2004 awards were made on 24 March 2004 (relating to the 2003
performance period) and will vest on 24 March 2007.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | The gains made on the vesting of the matching shares in 2004 were not cashed in by the Executive Directors but were retained by them in the form of shares in NV and PLC.                                                                         
|(3) | The conditional shares awarded on 19 March 1999 (relating to the 1998 performance period) vested on 18 March 2004.                                                                                                                                
|(4) | The conditional shares awarded on 21 March 2001 (relating to the 2000 performance period) vested on 20 March 2004.                                                                                                                                
|(5) | Balance of shares as at date of appointment as Executive Director. Awards and vesting of shares before that date are included in this balance.                                                                                                    
|(6) | Retired from the Boards on 30 September 2004. Balance shown is at date of retiring from the Boards.                                                                                                                                               
|(7) | Retired from the Boards on 12 May 2004. Balance shown is at date of retiring from the Boards.                                                                                                                                                     

The closing market prices of ordinary shares at 31 December 2004 were €49.33 (NV shares) and 512p (PLC shares). During 2004 the highest market prices were €59.75 and 576p respectively, and the lowest market
prices were €44.41 and 443p respectively.

UnileverAnnual
Report and Accounts 2004     79

---



Back to Contents

Remuneration report
Details  Executive Directors
(continued)



Executive Directors conditional
      share awards under the TSR Long-Term Incentive Plan
  Conditional rights to ordinary shares in NV and PLC were outstanding, granted or vested in 2004 as shown in the table below.

|                  |       |     | Balance
          of
      conditional
    shares |     | Conditional
          awards
      made 24 March 2004
      (Performance period
    2004 to 2006)(1) |  | Conditional
        awardsvested 9 May 2004(Performance period2001 to 2003)(2) |  | Balance
          of
      conditional
    shares | 
|----------------- | ----- | --- | ------------------------------------------------- | --- | ---------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------ |  | ------------------------------------------------- | 
|                  |       |     | at 1 Jan                                          |     |                                                                                                      |  |                                                                                |  | at 31 Dec                                         | 
|                  |       |     | 2004                                              |     |                                                                                                      |  |                                                                                |  |                                                   | 
|                  | Share |     | No.
          of                                  |     | No.
          of                                                                                     |  | Price
          at                                                             |  | No.
          of                                  | 
|                  | type  |     | shares                                            |     | shares                                                                                               |  | award                                                                          |  | shares                                            | 
|                  |       |     |                                                   |     |                                                                                                      |  |                                                                                |  |                                                   | 
|A Burgmans        | NV    |     | 19 712                                            |     | 7 394                                                                                                |  | €54.10                                                                         |  | 6 472                                             | 
|                  | PLC   |     | 136 877                                           |     | 51 163                                                                                               |  | 519.50p                                                                        |  | 48 360                                            | 
|                  |       |     |                                                   |     |                                                                                                      |  |                                                                                |  |                                                   | 
|P J Cescau        | NV    |     | 12 319                                            |     | 4 621                                                                                                |  | €54.10                                                                         |  | 4 045                                             | 
|                  | PLC   |     | 85 552                                            |     | 31 979                                                                                               |  | 519.50p                                                                        |  | 30 225                                            | 
|                  |       |     |                                                   |     |                                                                                                      |  |                                                                                |  |                                                   | 
|A C Butler        | NV    |     | 12 319                                            |     | 4 621                                                                                                |  | €54.10                                                                         |  | 4 045                                             | 
|                  | PLC   |     | 85 552                                            |     | 31 979                                                                                               |  | 519.50p                                                                        |  | 30 225                                            | 
|                  |       |     |                                                   |     |                                                                                                      |  |                                                                                |  |                                                   | 
|K B Dadiseth      | NV    |     | 12 319                                            |     | 4 621                                                                                                |  | €54.10                                                                         |  | 4 045                                             | 
|                  | PLC   |     | 85 552                                            |     | 31 979                                                                                               |  | 519.50p                                                                        |  | 30 225                                            | 
|                  |       |     |                                                   |     |                                                                                                      |  |                                                                                |  |                                                   | 
|C J van der Graaf | NV    |     | 7 739                                             | (3) |                                                                                                      |  |                                                                                |  |                                                   | 
|                  | PLC   |     | 52 376                                            | (3) |                                                                                                      |  |                                                                                |  |                                                   | 
|                  |       |     |                                                   |     |                                                                                                      |  |                                                                                |  |                                                   | 
|A R van Heemstra  | NV    |     | 12 319                                            |     | 4 621                                                                                                |  | €54.10                                                                         |  | 4 045                                             | 
|                  | PLC   |     | 85 552                                            |     | 31 979                                                                                               |  | 519.50p                                                                        |  | 30 225                                            | 
|                  |       |     |                                                   |     |                                                                                                      |  |                                                                                |  |                                                   | 
|R H P Markham     | NV    |     | 12 319                                            |     | 4 621                                                                                                |  | €54.10                                                                         |  | 4 045                                             | 
|                  | PLC   |     | 85 552                                            |     | 31 979                                                                                               |  | 519.50p                                                                        |  | 30 225                                            | 
|                  |       |     |                                                   |     |                                                                                                      |  |                                                                                |  |                                                   | 
|                  |       |     |                                                   |     |                                                                                                      |  |                                                                                |  |                                                   | 
|N W A FitzGerald  | NV    |     | 19 712                                            |     |                                                                                                      |  |                                                                                |  | 6 472                                             | 
|                  | PLC   |     | 136 877                                           |     |                                                                                                      |  |                                                                                |  | 48 360                                            | 
|                  |       |     |                                                   |     |                                                                                                      |  |                                                                                |  |                                                   | 
|C B Strauss       | NV    | (5) | 9 846                                             |     |                                                                                                      |  |                                                                                |  | 3 223                                             | 
|                  | PLC   | (6) | 67 896                                            |     |                                                                                                      |  |                                                                                |  | 23 580                                            | 
|                  |       |     |                                                   |     |                                                                                                      |  |                                                                                |  |                                                   | 

|(1)                                                                                                                                                                                                                                                                           | The end date of the performance period in respect of the conditional award made in 2004 is 31 December 2006.                                                                                                                                                                                                                                                                                                                                                                                                    
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2)                                                                                                                                                                                                                                                                           | The performance period of the conditional award which vested on 9 May 2004 was 1 January 2001 to 31 December 2003. During this period Unilever was ranked position 6 out of 21 on comparison with its
peer group of 20 comparator companies with the result that 100% of the conditional award made in May 2001 vested in May 2004. The current Executive Directors did not cash in the value of these shares on vesting but retained, at least, the net profit
(after tax) in the form of shares in NV and PLC.
|(3)                                                                                                                                                                                                                                                                           | Balance of conditional shares as from date of appointment as Executive Director. Awards and vestings before appointment are included in the balance.                                                                                                                                                                                                                                                                                                                                                            
|(4)                                                                                                                                                                                                                                                                           | Retired from the Boards on 30 September 2004. Balance is at date of retiring from the Boards.                                                                                                                                                                                                                                                                                                                                                                                                                   
|(5)                                                                                                                                                                                                                                                                           | NV New York shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(6)                                                                                                                                                                                                                                                                           | The award was made in the form of American Depositary Receipts (1 ADR equivalent to 4 PLC shares).                                                                                                                                                                                                                                                                                                                                                                                                              
|(7)                                                                                                                                                                                                                                                                           | Retired from the Boards on 12 May 2004. Balance is at date of retiring from the Boards.                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                             
|TSR ranking of Unilever shares against its defined peer group of companies for period 2002 to 2004The following graph shows Unilevers
position relative to the TSR peer group of companies for each of the three performance periods ending 31 December 2002, 2003 and 2004.
|                                                                                                                                                                                                                                                                             
|Unilevers position relative to the TSR reference group                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                             

The reference group, including Unilever, consists of 21 companies. Unilevers position is based on TSR over a three-year rolling period.




As may be seen from the graph Unilever was ranked position 13 out of 21 on comparison with its peer group of 20 comparator companies during the period 1 January 2002 to 31 December 2004. Therefore none of the
conditional rights in NV and PLC shares awarded in March 2002 under the TSR LTIP plan will vest in 2005.




80UnileverAnnual Report and Accounts 2004

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Remuneration report
Details  Executive Directors
(continued)



Executive Directors share
      options
  Details of the option plans under which Executive Directors and employees are able to acquire ordinary shares of NV and PLC are shown in note 30 on pages 138 to 147.

Options to acquire NV ordinary shares of €0.51 each and options to acquire PLC ordinary shares of 1.4p each were granted, exercised, expired and held during 2004 as follows:

|                     |       |      |                      |     |            |      |            |      |                      |      | Options
          outstanding |  | Options
          outstanding |  |           |  |          | 
|-------------------- | ----- | ---- | -------------------- | --- | ---------- | ---- | ---------- | ---- | -------------------- | ---- | ----------------------------- |  | ----------------------------- |  | --------- |  | -------- | 
|                     |       |      |                      |     |            |      |            |      |                      |      | below
          market price  |  | above
          market price  |  |           |  |          | 
|                     |       |      |                      |     |            |      |            |      |                      |      | at
          31 December 2004 |  | at
          31 December 2004 |  |           |  |          | 
|                     |       |      |                      |     |            |      | Number     |      |                      |      |                               |  |                               |  |           |  |          | 
|                     |       |      | Balance
          of |     | Number     |      | of options |      | Balance
          of |      |                               |  | Weighted                      |  |           |  | Weighted | 
|                     |       |      | options
          at |     | of options |      | exercised/ |      | options
          at |      |                               |  | average                       |  |           |  | average  | 
|                     | Share |      | 1 January            |     | granted    |      | expired    |      | 31 December          |      | Number                        |  | exercise                      |  | Number    |  | exercise | 
|                     | type  |      | 2004                 |     | in 2004    |      | in 2004    |      | 2004                 |      | of shares                     |  | price                         |  | of shares |  | price    | 
|                     |       |      |                      |     |            |      |            |      |                      |      |                               |  |                               |  |           |  |          | 
|A Burgmans           |       |      |                      |     |            |      |            |      |                      |      |                               |  |                               |  |           |  |          | 
|Executive Plan       | NV    |      | 87 600               |     | 12 000     | (1)  |            |      | 103 200              |      | 12 000                        |  | €42.83                        |  | 91 200    |  | €59.37   | 
|                     |       |      |                      |     | 3 600      | (2)  |            |      |                      |      |                               |  |                               |  |           |  |          | 
|Executive Plan       | PLC   |      | 584 000              |     | 80 000     | (1)  |            |      | 688 000              |      | 200 000                       |  | 425.70p                       |  | 488 000   |  | 563.97p  | 
|                     |       |      |                      |     | 24 000     | (2)  |            |      |                      |      |                               |  |                               |  |           |  |          | 
|NL All-Employee Plan | NV    |      | 250                  |     | 50         | (3)  | 50         | (4)  | 250                  |      |                              |  |                              |  | 250       |  | €58.08   | 
|UK ShareSave Plan    | PLC   |      | 2 904                |     |            |      | 2 904      | (5)  |                     |      |                              |  |                              |  |          |  |         | 
|                     |       |      |                      |     |            |      |            |      |                      |      |                               |  |                               |  |           |  |          | 
|P J Cescau           |       |      |                      |     |            |      |            |      |                      |      |                               |  |                               |  |           |  |          | 
|Executive Plan       | NV    |      | 76 443               |     | 7 500      | (1)  |            |      | 86 193               |      | 7 500                         |  | €42.83                        |  | 78 693    |  | €61.42   | 
|                     |       |      |                      |     | 2 250      | (2)  |            |      |                      |      |                               |  |                               |  |           |  |          | 
|Executive Plan       | PLC   |      | 516 666              |     | 50 000     | (1)  |            |      | 581 666              |      | 125 000                       |  | 425.70p                       |  | 456 666   |  | 574.79p  | 
|                     |       |      |                      |     | 15 000     | (2)  |            |      |                      |      |                               |  |                               |  |           |  |          | 
|NL All-Employee Plan | NV    |      | 150                  |     | 50         | (3)  |            |      | 200                  |      |                              |  |                              |  | 200       |  | €59.34   | 
|US Executive Plan    | NV    | (20) | 45 000               |     |            |      | 45 000     | (6)  |                     |      |                              |  |                              |  |          |  |         | 
|US Executive Plan    | PLC   | (20) | 100 192              |     |            |      | 100 192    | (6)  |                     |      |                              |  |                              |  |          |  |         | 
|                     |       |      |                      |     |            |      |            |      |                      |      |                               |  |                               |  |           |  |          | 
|A C Butler           |       |      |                      |     |            |      |            |      |                      |      |                               |  |                               |  |           |  |          | 
|Executive Plan       | NV    |      | 79 502               |     | 7 500      | (1)  |            |      | 89 252               |      | 18 752                        |  | €42.81                        |  | 70 500    |  | €60.97   | 
|                     |       |      |                      |     | 2 250      | (2)  |            |      |                      |      |                               |  |                               |  |           |  |          | 
|Executive Plan       | PLC   |      | 768 212              |     | 50 000     | (1)  | 29 828     | (7)  | 803 384              |      | 408 384                       |  | 361.81p                       |  | 395 000   |  | 585.04p  | 
|                     |       |      |                      |     | 15 000     | (2)  |            |      |                      |      |                               |  |                               |  |           |  |          | 
|NL All-Employee Plan | NV    |      | 250                  |     | 50         | (3)  | 50         | (4)  | 250                  |      |                              |  |                              |  | 250       |  | €58.08   | 
|                     |       |      |                      |     |            |      |            |      |                      |      |                               |  |                               |  |           |  |          | 
|K B Dadiseth         |       |      |                      |     |            |      |            |      |                      |      |                               |  |                               |  |           |  |          | 
|Executive Plan       | NV    |      | 54 750               |     | 7 500      | (1)  |            |      | 63 150               |      | 10 500                        |  | €42.82                        |  | 52 650    |  | €59.77   | 
|                     |       |      |                      |     | 900        | (2)  |            |      |                      |      |                               |  |                               |  |           |  |          | 
|Executive Plan       | PLC   |      | 375 100              |     | 50 000     | (1)  | 4 208      | (7)  | 426 892              |      | 150 892                       |  | 418.59p                       |  | 276 000   |  | 577.30p  | 
|                     |       |      |                      |     | 6 000      | (2)  |            |      |                      |      |                               |  |                               |  |           |  |          | 
|NL All-Employee Plan | NV    |      | 50                   |     | 50         | (3)  |            |      | 100                  |      |                              |  |                              |  | 100       |  | €52.40   | 
|UK ShareSave Plan    | PLC   |      | 2 744                |     |            |      |            |      | 2 744                |      |                              |  |                              |  | 2 744     |  | 603.00p  | 
|                     |       |      |                      |     |            |      |            |      |                      |      |                               |  |                               |  |           |  |          | 
|C J van der Graaf    |       |      |                      |     |            |      |            |      |                      |      |                               |  |                               |  |           |  |          | 
|Executive Plan       | NV    |      | 43 950               | (8) |            |      |            |      | 43 950               |      |                              |  |                              |  | 43 950    |  | €59.25   | 
|Executive Plan       | PLC   |      | 293 000              | (8) |            |      |            |      | 293 000              |      | 65 000                        |  | 462.85p                       |  | 228 000   |  | 563.87p  | 
|NL All-Employee Plan | NV    |      | 250                  | (8) | 50         | (3)  | 50         | (4)  | 250                  |      |                              |  |                              |  | 250       |  | €58.08   | 
|                     |       |      |                      |     |            |      |            |      |                      |      |                               |  |                               |  |           |  |          | 
|A R van Heemstra     |       |      |                      |     |            |      |            |      |                      |      |                               |  |                               |  |           |  |          | 
|Executive Plan       | NV    |      | 53 850               |     | 7 500      | (1)  | 7 500      | (9)  | 55 650               |      |                              |  |                              |  | 55 650    |  | €59.26   | 
|                     |       |      |                      |     | 1 800      | (2)  |            |      |                      |      |                               |  |                               |  |           |  |          | 
|Executive Plan       | PLC   |      | 359 000              |     | 50 000     | (1)  | 50 000     | (10) | 371 000              |      | 75 000                        |  | 478.00p                       |  | 296 000   |  | 566.01p  | 
|                     |       |      |                      |     | 12 000     | (2)  |            |      |                      |      |                               |  |                               |  |           |  |          | 
|NL All-Employee Plan | NV    |      | 150                  |     | 50         | (3)  |            |      | 200                  |      |                              |  |                              |  | 200       |  | €59.34   | 
|                     |       |      |                      |     |            |      |            |      |                      |      |                               |  |                               |  |           |  |          | 
|R H P Markham        |       |      |                      |     |            |      |            |      |                      |      |                               |  |                               |  |           |  |          | 
|Executive Plan       | NV    |      | 76 800               |     | 7 500      | (1)  |            |      | 86 550               |      | 16 500                        |  | €42.81                        |  | 70 050    |  | €60.93   | 
|                     |       |      |                      |     | 2 250      | (2)  |            |      |                      |      |                               |  |                               |  |           |  |          | 
|Executive Plan       | PLC   |      | 544 292              |     | 50 000     | (1)  |            |      | 609 292              |      | 217 292                       |  | 408.16p                       |  | 392 000   |  | 584.75p  | 
|                     |       |      |                      |     | 15 000     | (2)  |            |      |                      |      |                               |  |                               |  |           |  |          | 
|NL All-Employee Plan | NV    |      | 250                  |     | 50         | (3)  | 50         | (4)  | 250                  |      |                              |  |                              |  | 250       |  | €58.08   | 
|UK ShareSave Plan    | PLC   |      | 3 283                |     | 3 053      | (11) |            |      | 6 336                |      |                              |  |                              |  | 6 336     |  | 524.36p  | 
|                     |      
|                     |       |      |                      |     |            |      |            |      |                      |      |                               |  |                               |  |           |  |          | 
|N W A FitzGerald     |       |      |                      |     |            |      |            |      |                      |      |                               |  |                               |  |           |  |          | 
|Executive Plan       | NV    |      | 127 200              |     | 3 600      | (2)  | 30 000     | (12) | 100 800              | (14) |                               |  |                               |  | 100 800   |  | €61.79   | 
|Executive Plan       | PLC   |      | 890 300              |     | 24 000     | (2)  | 242 300    | (13) | 672 000              | (14) |                               |  |                               |  | 672 000   |  | 573.73p  | 
|NL All-Employee Plan | NV    |      | 250                  |     | 50         | (3)  | 50         | (4)  | 250                  | (14) |                               |  |                               |  | 250       |  | €58.08   | 
|UK ShareSave Plan    | PLC   |      | 4 646                |     |            |      | 1 161      | (5)  | 3 485                | (14) | 2 382                         |  | 425.00p                       |  | 1 103     |  | 577.00p  | 
|                     |       |      |                      |     |            |      |            |      |                      |      |                               |  |                               |  |           |  |          | 
|C B Strauss          |       |      |                      |     |            |      |            |      |                      |      |                               |  |                               |  |           |  |          | 
|US Executive Plan    | NV    | (20) | 182 600              |     | 12 000     | (15) | 30 000     | (16) | 166 400              | (19) | 132 800                       |  | $44.41                        |  | 33 600    |  | $69.69   | 
|                     |       |      |                      |     | 1 800      | (17) |            |      |                      |      |                               |  |                               |  |           |  |          | 
|US Executive Plan    | PLC   | (20) | 644 000              |     | 80 000     | (15) |            |      | 736 000              | (19) | 572 000                       |  | $7.77                         |  | 164 000   |  | $10.06   | 
|                     |       |      |                      |     | 12 000     | (17) |            |      |                      |      |                               |  |                               |  |           |  |          | 
|US All-Employee Plan | NV    | (20) | 184                  |     |            |      | 184        | (18) | 0                    | (19) |                               |  |                               |  |           |  |          | 
|                     |      
|                    

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Remuneration report
Details  Executive Directors (continued)

|Footnotes for table on preceding page:
|--------------------------------------
|                                      
|(1)                                   
|(2)                                   
|(3)                                   
|(4)                                   
|(5)                                   
|(6)                                   
|(7)                                   
|(8)                                   
|(9)                                   
|(10)                                  
|(11)                                  
|(12)                                  
|(13)                                  
|(14)                                  
|(15)                                  
|(16)                                  
|(17)                                  
|(18)                                  
|(19)                                  
|(20)                                  

The value, calculated in accordance with an adjusted Black Scholes pricing method in respect of options granted in 2004 to Mr Burgmans was €368 237 [£249 702], to Mr
FitzGerald was €85 326 [£57 859], to Mr Strauss was €292 721 [£198 494], to Mr Markham was €235 405 [£159 628], to Mr Dadiseth was €198 490 [£134 596], to Mr van Heemstra was €219 709 [£148 985]
and to each of Messrs Butler and Cescau was €230 318 [£156 179].

The term ‘Executive Plan refers to options granted under the PLC, NV or NA Executive Option Plans (see page 74).

The closing market prices of ordinary shares at 31 December 2004 were €49.33 (NV shares), 512p (PLC shares), $66.71 (NV New York shares) and $39.52 (per ADR, equivalent to a price of $9.88 per PLC share). During
2004 the highest market prices were €59.75, 576p, $74.40 and $43.52 respectively, and the lowest market prices were €44.41, 443p, $56.83 and $32.81 respectively.

82UnileverAnnual Report and Accounts 2004

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Remuneration report
Details  Executive Directors
(continued)



Executive Directors pensions
  Pension values for the year ended 31 December 2004 are set out below. For convenience, amounts are shown both in euros and [in brackets] in pounds sterling (see footnote 1).

|                          |                  |  |                      |     |                       |     |                      |     |                          |     | Increase/                   |    |                       |  |                          |    
|------------------------- | ---------------- |  | -------------------- | --- | --------------------- | --- | -------------------- | --- | ------------------------ | --- | --------------------------- | -- | --------------------- |  | ------------------------ | ---
|                          |                  |  |                      |     | Increase/             |     |                      |     |                          |     | (decrease)                  |    |                       |  |                          |    
|                          |                  |  |                      |     | (decrease)            |     |                      |     | Transfer
          value |     | in transfer
          value |    | Individual            |  | Transfer
          value |    
|                          |                  |  | Accrued              |     | in accrued            |     | Accrued              |     | of accrued               |     | during
          2004       |    | contributions         |  | of accrued               |    
|                          | Age
          at |  | pension
          at |     | pension               |     | pension
          at |     | pension
          at     |     | (less
          individual  |    | made
          during |  | pension
          at     |    
|Name and                  | 31/12/04         |  | 31/12/03             | (2) | during
          2004 | (3) | 31/12/2004           | (2) | 31/12/2003               | (4) | contributions)              |    | 2004                  |  | 31/12/2004               | (4)
|base country              |                  |  | 000
          pa     |     | 000
          pa      |     | 000
          pa     |     | 000                      |     | 000                         |    | 000                   |  | 000                      |    
|                          |                  |  |                      |     |                       |     |                      |     |                          |     |                             |    |                       |  |                          |    
|A Burgmans (NL)           | 57               |  | €915                 |     | €44                   |     | €959                 |     | €12
    633              |     | €1
    502                  |    | €16                   |  | €14
    151              |    
|                          |                  |  | [£648]               |     | [£30]                 |     | [£678]               |     | [£8
    940]             |     | [£1
    052]                |    | [£11]                 |  | [£10
    003]            |    
|                          |                  |  |                      |     |                       |     |                      |     |                          |     |                             |    |                       |  |                          |    
|P J Cescau(5)(NL/UK)      | 56               |  | €717                 |     | €156                  |     | €873                 |     | €12
    438              |     | €1
    993                  |    | €28                   |  | €14
    459              |    
|                          |                  |  | [£507]               |     | [£110]                |     | [£617]               |     | [£8
    802]             |     | [£1
    400]                |    | [£19]                 |  | [£10
    221]            |    
|                          |                  |  |                      |     |                       |     |                      |     |                          |     |                             |    |                       |  |                          |    
|A C Butler (UK)           | 58               |  | €533                 |     | €37                   |     | €570                 |     | €9
    097               |     | €1
    816                  |    | €46                   |  | €10
    959              |    
|                          |                  |  | [£377]               |     | [£26]                 |     | [£403]               |     | [£6
    438]             |     | [£1
    278]                |    | [£31]                 |  | [£7
    747]             |    
|                          |                  |  |                      |     |                       |     |                      |     |                          |     |                             |    |                       |  |                          |    
|K B Dadiseth (UK)         | 59               |  | €682                 |     | €68                   |     | €750                 |     | €12
    323              |     | €2
    802                  |    | €31                   |  | €15
    156              |    
|                          |                  |  | [£483]               |     | [£47]                 |     | [£530]               |     | [£8
    721]             |     | [£1
    972]                |    | [£21]                 |  | [£10
    714]            |    
|                          |                  |  |                      |     |                       |     |                      |     |                          |     |                             |    |                       |  |                          |    
|C J van der Graaf(6) (NL) | 54               |  | €193                 |     | €138                  |     | €331                 |     | €2
    252               |     | €1
    901                  |    | €5                    |  | €4
    158               |    
|                          |                  |  | [£137]               |     | [£97]                 |     | [£234]               |     | [£1
    594]             |     | [£1
    342]                |    | [£3]                  |  | [£2
    939]             |    
|                          |                  |  |                      |     |                       |     |                      |     |                          |     |                             |    |                       |  |                          |    
|A R van Heemstra (NL)     | 58               |  | €527                 |     | €39                   |     | €566                 |     | €7
    495               |     | €1
    106                  |    | €8                    |  | €8
    609               |    
|                          |                  |  | [£373]               |     | [£27]                 |     | [£400]               |     | [£5
    304]             |     | [£777]                      |    | [£5]                  |  | [£6
    086]             |    
|                          |                  |  |                      |     |                       |     |                      |     |                          |     |                             |    |                       |  |                          |    
|R H P Markham (UK)        | 58               |  | €620                 |     | €58                   |     | €678                 |     | €10
    899              |     | €2
    395                  |    | €53                   |  | €13
    347              |    
|                          |                  |  | [£439]               |     | [£40]                 |     | [£479]               |     | [£7
    713]             |     | [£1
    686]                |    | [£36]                 |  | [£9
    435]             |    
|                          |                 
|                          |                  |  |                      |     |                       |     |                      |     |                          |     |                             |    |                       |  |                          |    
|N W A FitzGerald(7)(UK)   | 59               |  | €1
    102           |     | €103                  |     | €1
    205           |     | €19
    624              |     | €4
    269                  |    | €68                   |  | €23
    961              |    
|                          |                  |  | [£780]               |     | [£72]                 |     | [£852]               |     | [£13
    888]            |     | [£3
    002]                |    | [£48]                 |  | [£16
    938]            |    
|                          |                  |  |                      |     |                       |     |                      |     |                          |     |                             |    |                       |  |                          |    
|C B Strauss(8)(US)        | 61               |  | €666                 |     | €(22                  | )   | €644                 |     | €10
    073              |     | €(298                       | )  | €0                    |  | €9
    775               |    
|                          |                  |  | [£471]               |     | [£(16)]               |     | [£455]               |     | [£7
    129]             |     | [£(219                      | )] | [£0]                  |  | [£6
    910]             |    
|                          |                 

The increase in transfer value during 2004 includes the effect of salary increases, additional service, benefit enhancements and any changes in actuarial bases. Changes in the bases during 2004 had the effect of
significantly increasing transfer values, especially for the UK based Executive Directors.

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Report and Accounts 2004     83

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Remuneration report
Details  Executive Directors
(continued)

|(1) | Figures have been translated into euros and pounds sterling using the following exchange rates:31 December 2003
€1.00 = £0.7077; 31 December 2004 €1.00 = £0.7069; average for year ended 31 December 2004 €1.00 = £0.6781.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | The accrued annual pension is calculated on a deferred basis using the Executive Directors service to 31 December 2003 and 31 December 2004 respectively on the basis that the Executive
Directors remain in service until at least age 60 and that the pension payment commences at that time. It includes all pensions provided from Unilever pension plans. In the event that an Executive Director leaves service prior to age 60 and the
payment of pension commences earlier than age 60, the pension payable would be on a reduced basis. The Netherlands based Executive Directors arrangements operate on the basis of a justifiable expectation and do not provide a vested deferred
entitlement and therefore the figures are on a notional deferred basis. The Netherlands based Executive Directors leaving before age 55 are not entitled to a pension from the NV arrangement, their entitlement would be to their pension from other
Unilever pension plans.                                                                                                                                                                                                                                                                                                        
|(3) | The increase in accrued pension during 2004 includes the effect of inflation on the accrued pension at 31 December 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(4) | The transfer values for the Netherlands based and US based Executive Directors' arrangements are calculated on the basis used by the Unilever Netherlands pension plan (Progress), as prescribed by
the Netherlands Ministry of Social Affairs and Employment. The transfer values for the UK based Executive Directors arrangement are calculated on the market related basis used by the Unilever United Kingdom pension plan (UPF), in line with the
GN11 guidance note published by the Institute and Faculty of Actuaries in the United Kingdom. Changes in the bases during 2004 had the effect of significantly increasing transfer values, especially for the UK-based Executive Directors. Within last
years report the Netherlands based Executive Directors transfer values were presented on the basis of an immediately commencing pension. This year the transfer values for the Netherlands based Executive Directors are presented on a
notional deferred basis as described in (2) and in line with the presentation for the UK-based Executive Directors. The transfer values for the Netherlands-based Executive Directors at 31 December 2003 have therefore been actuarially converted to be
consistent with the form of the 31 December 2004 transfer values.
|(5) | UK based from 1 October 2004. Figures shown in the table above are therefore on the Netherlands basis for 31 December 2003 and the UK basis for 31 December 2004.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(6) | Joined the Boards on 12 May 2004. Figures shown in the table above relate to the date of joining the Boards, or the period starting on that date, as appropriate. Figures at 12 May 2004 include
pension, and the transfer value of pension, accrued prior to becoming an Executive Director. Has not reached the age of 55 and therefore the figures shown are those of the Unilever Netherlands pension plan (Progress).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|(7) | Retired from the Boards on 30 September 2004. Figures shown in the table above relate to the date of retirement from the Boards, or the period ending on that date, as appropriate. The accrued
pension at 30 September 2004 was enhanced to reflect the crediting of potential pensionable service to age 60. On death before age 60, life cover benefits will continue to be payable as if still in active pensionable employment. The payment of
pension is due to commence at age 60.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(8) | Retired from the Boards on 12 May 2004 but continued to be employed by Unilever United States Inc. until 31 December 2004. Figures shown in the table above relate to the date of retirement from the
Boards, or the period ending on that date, as appropriate. The accrued pension at 12 May 2004 was enhanced to include the value of US savings plan employer contributions. The payment of pension commences with effect from 1 January 2005.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

|                                                                                                                                                                                                                                                                                        
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|The Listing Rules of the Financial Services Authority are different from the Directors Remuneration Report Regulations 2002 and require the following disclosures for defined
benefit pension plans which are calculated on an alternative basis to those disclosed in the table above:
|                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                       

The Dutch Corporate Governance Code requires the following disclosure of pension service costs charged to operating profit:
A Burgmans €353 000 [£239 000]; P J Cescau €434 000 [£294 000]; A C Butler €237 000 [£161 000]; K B Dadiseth €670 000 [£454 000]; C J van der Graaf €138 000 [£94 000]; A R van Heemstra €251 000 [£170 000]; R H P Markham €255 000 [£173 000]; N W A FitzGerald €376 000 [£255 000]; C B Strauss €517 000 [£365 000].

84UnileverAnnual Report and Accounts 2004

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Remuneration report
Details  Executive Directors
(continued)



Executive Directors interests  share capitalThe interests in the share capitals of NV and PLC and their group companies of those who were Executive Directors at 31 December 2004 and of their immediate families were as shown in the table below:

|                  |                         |  | Shares held at      |     | Shares held at      |    
|----------------- | ----------------------- |  | ------------------- | --- | ------------------- | ---
|                  |                         |  | 1 January 2004      |     | 31 December 2004    | (2)
|                  |                         |  | (excluding unvested |     | (excluding unvested |    
|                  | Share type(1)           |  | matching shares)    |     | matching shares)    |    
|                  |                         |  |                     |     |                     |    
|A Burgmans        | NV                      |  | 33 275              |     | 37 941              |    
|                  | NV(3)                   |  | 7 750               |     | 7 750               |    
|                  | PLC                     |  | 54 885              |     | 89 465              |    
|                  |                         |  |                     |     |                     |    
|P J Cescau        | NV                      |  | 4 305               |     | 20 964              |    
|                  | PLC                     |  | 29 579              |     | 51 123              |    
|                  |                         |  |                     |     |                     |    
|A C Butler        | NV                      |  | 4 872               |     | 8 417               |    
|                  | PLC                     |  | 53 628              |     | 90 726              |    
|                  |                         |  |                     |     |                     |    
|K B Dadiseth      | NV                      |  | 3 451               |     | 6 713               |    
|                  | PLC                     |  | 32 712              |     | 61 285              |    
|                  | Hindustan Lever Limited |  | 107 490             |     | 107 490             |    
|                  |                         |  |                     |     |                     |    
|C J van der Graaf | NV                      |  | 3 226               | (4) | 5 426               |    
|                  | PLC                     |  | 20 962              | (4) | 21 066              |    
|                  |                         |  |                     |     |                     |    
|A R van Heemstra  | NV                      |  | 3 133               |     | 7 323               |    
|                  | PLC                     |  | 21 680              |     | 51 962              |    
|                  |                         |  |                     |     |                     |    
|R H P Markham     | NV                      |  | 34 924              |     | 40 210              |    
|                  | PLC                     |  | 67 224              |     | 128 180             |    
|                  |                         |  |                     |     |                     |    

|(1) | Except where otherwise stated, NV shares are ordinary €0.51 shares and PLC shares are ordinary 1.4p shares.                 
|--- | ----------------------------------------------------------------------------------------------------------------------------
|(2) | The balance of shares held at 31 December 2004 may include PLC shares acquired under the UK Share Incentive Plan (ShareBuy).
|(3) | Held as preference shares of €0.05.                                                                                         
|(4) | Opening balance for Mr C J van der Graaf is at the date of appointment as Executive Director on 12 May 2004.                

The Executive Directors, in common with other employees of PLC and its United Kingdom subsidiaries, had beneficial interests in 47 080 138 PLC ordinary shares at 1 January 2004 and 48 888 961 PLC ordinary shares at 31
December 2004, acquired by the Unilever Employee Share Trust (Jersey) for the purpose of satisfying options and vesting of shares under various group share plans (including the PLC Executive Option Plans and the UK Employee ShareSave Plan). Further
information, including details of the NV and PLC ordinary shares acquired by certain group companies in connection with other share option plans, is given in note 30 on pages 138 to 147.

The voting rights of the Directors who hold interests in the share capitals of NV and PLC are the same as for other holders of the class of shares indicated. None of the Directors or other executive
officers shareholdings amounts to more than 1% of the issued shares in that class of share. Except as stated above, all shareholdings are beneficial.

|The only changes in the interests of the Executive Directors and their families in NV and PLC ordinary shares between 31 December 2004 and 25 February 2005 were that:
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(i)                                                                                                                                                                   
|(ii)                                                                                                                                                                  
|(iii)                                                                                                                                                                 

Executive Directors service contracts

|                  |             | Effective date | Expiry/        |     |               | Notice             | 
|----------------- | ----------- | -------------- | -------------- | --- | ------------- | ------------------ | 
|                  | Date of     | of current     | retirement     |     | Notice period | period for         | 
|                  | appointment | contract       | date           | (1) | for company   | Executive Director | 
|                  |             |                |                |     |               |                    | 
|A Burgmans        | 8 May 1991  | 5 May 1993     | 31 May 2009    |     | 12 months     | 6 months           | 
|P J Cescau        | 4 May 1999  | 4 May 1999     | 31 May 2010    |     | 12 months     | 6 months           | 
|A C Butler        | 6 May 1992  | 5 May 1993     | 31 May 2008    |     | 12 months     | 6 months           | 
|K B Dadiseth      | 3 May 2000  | 3 May 2000     | 31 May 2007    |     | 12 months     | 6 months           | 
|C J van der Graaf | 12 May 2004 | 12 May 2004    | 31 May 2011/15 | (2) | 12 months     | 6 months           | 
|A R van Heemstra  | 3 May 2000  | 3 May 2000     | 31 May 2008    |     | 12 months     | 6 months           | 
|R H P Markham     | 6 May 1998  | 6 May 1998     | 31 May 2008    |     | 12 months     | 6 months           | 
|                  |             |                |                |     |               |                    | 

|(1) | Assumes that the Annual General Meeting is held in May, as is the current practice.
|--- | -----------------------------------------------------------------------------------
|(2) | Year set either by company or by Director within this period.                      

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Remuneration reportDetails  Non-Executive Directors



Non-Executive Directors
The Non-Executive Directors joined the Boards of NV and PLC at the AGMs in May 2004 following approval by the shareholders. Previously they were Advisory Directors and were not formally members of the Boards.

Non-Executive Directors are expected to serve for a minimum of three years. If invited they are also expected to serve for a second period of three years. Normally they would not serve for more than three terms of
three years each. However, continuation of a Non-Executive Directors engagement is conditional upon satisfactory performance and subject to their re-nomination and re-election as a Director of both NV and PLC each year.

The Non-Executive Directors receive fees and (where appropriate) an Attendance Allowance from both NV and PLC. The information shown in this section of the report covers the total remuneration received from both
companies. The current members receive no other remuneration in respect of their Non-Executive duties from either NV or PLC such as annual bonus, share-based incentives or pension provisions.

The level of their fees reflects their commitment and contribution to the companies. A review was undertaken in early 2004 in order to establish the fees payable by comparable companies in the UK and continental
Europe. This review concluded that the level of fees payable by NV and PLC to Non-Executive Directors should be increased in order to take into account current market practice and their increased responsibilities as Directors. As a result of this
change the new level of annual fees, applicable from May 2004, is as follows:

|(a) | Fees payable to the Senior Independent Director:€     48 000 payable by NV, plus£     36 000 payable by PLC
|--- | -----------------------------------------------------------------------------------------------------------
|(b) | Fees payable to the Chairman of a Committee:€     38 000 payable by NV, plus£     29 000 payable by PLC    
|(c) | Fees payable to other Non-Executive Directors:€     32 000 payable by NV, plus£     24 000 payable by PLC  

In addition, with effect from May 2004, an Attendance Allowance of £5 000 per meeting is payable to each Non-Executive Director who has to travel to meetings from outside Europe.

86UnileverAnnual Report and Accounts 2004

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Remuneration report
Details  Non-Executive Directors
(continued)



Non-Executive Directors remuneration

The total fees payable to each Non-Executive Director in 2004 (including those fees payable prior to May 2004 in their capacity as Advisory Directors) were as follows. For convenience the amounts are shown both in
euros and [in brackets] in pounds sterling based on average exchange rates for the year of €1 = £0.6781 (2003: €1 = £0.6912).

|                    | Fees payable as an | Fees payable as a      |            |                 |                 | 
|------------------- | ------------------ | ---------------------- | ---------- | --------------- | --------------- | 
|                    | Advisory Director  | Non-Executive Director | Attendance | Total fees paid | Total fees paid | 
|                    | to May 2004        | from May 2004          | allowance  | in 2004         | in 2003         | 
|                    |                    |                        |            |                 |                 | 
|B Collomb(1)        | €18 333            | €67 393                |            | €85 726         | €55 000         | 
|                    | [£12 432]          | [£45 699]              |            | [£58 131]       | [£38 016]       | 
|                    |                    |                        |            |                 |                 | 
|Lord Brittan(2)     | €17 205            | €44 928                |            | €62 133         | €50 637         | 
|                    | [£11 667]          | [£30 466]              |            | [£42 133]       | [£35 000]       | 
|                    |                    |                        |            |                 |                 | 
|Lady Chalker(3)     | €17 205            | €53 844                |            | €71 049         | €50 637         | 
|                    | [£11 667]          | [£36 512]              |            | [£48 179]       | [£35 000]       | 
|                    |                    |                        |            |                 |                 | 
|Prof W Dik(2)       | €18 333            | €44 928                |            | €63 261         | €55 000         | 
|                    | [£12 432]          | [£30 466]              |            | [£42 898]       | [£38 016]       | 
|                    |                    |                        |            |                 |                 | 
|O Fanjul(4)         | €18 333            | €44 928                |            | €63 261         | €55 000         | 
|                    | [£12 432]          | [£30 466]              |            | [£42 898]       | [£38 016]       | 
|                    |                    |                        |            |                 |                 | 
|C X Gonzalez(4)     | €17 205            | €44 928                | €36 868    | €99 001         | €50 637         | 
|                    | [£11 667]          | [£30 466]              | [£25 000]  | [£67 133]       | [£35 000]       | 
|                    |                    |                        |            |                 |                 | 
|H Kopper(5)         | €18 333            | €53 844                |            | €72 177         | €55 000         | 
|                    | [£12 432]          | [£36 512]              |            | [£48 944]       | [£38 016]       | 
|                    |                    |                        |            |                 |                 | 
|Lord Simon(6)       | €17 205            | €44 928                |            | €62 133         | €50 637         | 
|                    | [£11 667]          | [£30 466]              |            | [£42 133]       | [£35 000]       | 
|                    |                    |                        |            |                 |                 | 
|J van der Veer(6)   | €18 333            | €44 928                |            | €63 261         | €55 000         | 
|                    | [£12 432]          | [£30 466]              |            | [£42 898]       | [£38 016]       | 
|                    |                    |                        |            |                 |                 | 
|                    |                    |                        |            |                 |                 | 
|Sen G J Mitchell(7) | €21 506            |                        |            | €21 506         | €50 637         | 
|                    | [£14 583]          |                        |            | [£14 583]       | [£35 000]       | 
|                    |                    |                        |            |                 |                 | 

|(1) | Senior Independent Director and Chairman of Nomination Committee and Remuneration Committee.
|--- | --------------------------------------------------------------------------------------------
|(2) | Member of External Affairs and Corporate Relations Committee.                               
|(3) | Chairman of External Affairs and Corporate Relations Committee.                             
|(4) | Member of Audit Committee.                                                                  
|(5) | Chairman of Audit Committee.                                                                
|(6) | Member of Nomination Committee and Remuneration Committee.                                  
|(7) | Member of External Affairs and Corporate Relations Committee (retired May 2004).            

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Remuneration report
Details  Non-Executive Directors
(continued)



Non-Executive Directors interests  share capital
The interests in the share capitals of NV and PLC and their group companies of those who were Non-Executive Directors as at 31 December 2004 (including their immediate families) were as shown below:

|               |            |     | Shares held at |  | Shares held at   | 
|-------------- | ---------- | --- | -------------- |  | ---------------- | 
|               | Share Type | (1) | 1 January 2004 |  | 31 December 2004 | 
|               |            |     |                |  |                  | 
|B Collomb      | NV         |     | 111            |  | 111              | 
|               | PLC        |     |               |  |                 | 
|               |            |     |                |  |                  | 
|Lord Brittan   | NV         |     |               |  |                 | 
|               | PLC        |     |               |  |                 | 
|               |            |     |                |  |                  | 
|Lady Chalker   | NV         |     |               |  |                 | 
|               | PLC        |     | 2 526          |  | 2 526            | 
|               |            |     |                |  |                  | 
|Prof W Dik     | NV         |     |               |  |                 | 
|               | PLC        |     |               |  |                 | 
|               |            |     |                |  |                  | 
|O Fanjul       | NV         |     | 692            |  | 692              | 
|               | PLC        |     |               |  |                 | 
|               |            |     |                |  |                  | 
|C X Gonzalez   | NV         |     |               |  |                 | 
|               | PLC        | (2) | 100 000        |  | 100 000          | 
|               |            |     |                |  |                  | 
|H Kopper       | NV         |     |               |  |                 | 
|               | PLC        |     |               |  |                 | 
|               |            |     |                |  |                  | 
|Lord Simon     | NV         |     |               |  |                 | 
|               | PLC        |     | 2 947          |  | 3 051            | 
|               |            |     |                |  |                  | 
|J van der Veer | NV         |     | 5 600          |  | 5 600            | 
|               | PLC        |     |               |  |                 | 
|               |            |     |                |  |                  | 

|(1) | Except where otherwise stated, NV shares in this table are ordinary €0.51 shares and PLC shares are ordinary 1.4p shares.
|--- | -------------------------------------------------------------------------------------------------------------------------
|(2) | Held as American Depositary Receipts (ADRs).                                                                             

There were no changes in the interests of the
Non-Executive Directors and their immediate families in NV and PLC ordinary shares
between 31 December 2004 and 25 February 2005.

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Remuneration report
Summary information

Summary information in respect of Directors and Executive Officers
The total amount of remuneration (including other
income arising under long-term incentives but excluding pension provisions) received
by all Directors and Executive Officers (being the Executive Directors, Non-Executive
Directors and corporate officers listed on pages 68 and 69 respectively) for
services in all capacities during 2004 was €25 278 000 [£17 141 000] (2003: €16 375 000 [£11 319 000]). The total amount set aside by
the Unilever Group during 2004 to provide pension, retirement or similar benefits for Executive Directors and Executive Officers was €4 170 000 [£2 828 000] (2003: €3 264 293 [£2
256 279]).

Included in the above figures of remuneration is a termination payment of €1 806 150 [£1 224 750] which was paid to an Executive Director on the cessation of his directorship in 2004.

As at 25 February 2005 the Executive Directors
and Executive Officers as a group held options to purchase the following ordinary
shares:
712 562 NV shares of €0.51
4 970 602 PLC shares of 1.4p

The Report has been approved by the Boards and has been signed on their behalf by the Joint Secretaries, J A A van der Bijl and S G Williams.

By order of the Boards

J A A van der Bijl
S G Williams

Joint Secretaries of Unilever N.V. and Unilever PLC

1 March 2005



Auditable part of remuneration report
In compliance with the UK Directors Remuneration
Report Regulation 2002, and under Title 9, Book 2 of the Civil Code in the Netherlands, the auditable part of the remuneration
report comprises the Aggregate remuneration for Executive Directors on page 77, the Remuneration for individual Executive Directors on page
78, the Executive Directors Share Matching Plan on page 79, the Executive Directors conditional share awards under the TSR Long-Term Incentive Plan on page 80, Executive Directors share options
on pages 81 and 82, Executive Directors pensions on pages 83 and 84, Executive Directors interests: share capital on page 85, Non-Executive Directors remuneration on page 87 and Non-Executive
Directors interests  share capital on page 88.

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Report of the Audit Committee



The role of the Audit Committee is to assist the Unilever Boards in fulfilling their oversight responsibilities regarding the integrity of Unilevers financial statements, risk management and internal control,
  compliance with legal and regulatory requirements, the external auditors performance, qualifications and independence, and the performance of the internal audit function. During the year ended 31 December 2004 the principal activities of the
  Committee were as follows: Financial statements
The Committee considered reports from the Financial Director on the quarterly and annual financial statements and reviewed the Annual Report and Accounts prior to publication. It also reviewed critical accounting
policies including proposed changes in accounting principles in response to the changes in Netherlands and UK law and UK and US GAAP. Audit of the Annual Accounts
PricewaterhouseCoopers, Unilevers external auditors, reported in depth to the Committee on the scope and outcome of the annual audit, and managements
response. Their reports included accounting matters, governance and control,
and accounting developments. Risk management and internal control arrangements
The Committee reviewed Unilever's overall approach to risk management and control, and its processes, outcomes and disclosure, including specifically: 
   Corporate Audits interim and year-end reports on the Status of Risk Management & Control, and managements response;
   The Corporate Risk Committees annual report, which included its recommendation for the Boards statement on internal control and its analysis of the 2004 risk assessment
process;
   The reports from the Code of Business Principles Compliance Committee;
   Implementation of recent corporate governance requirements (as outlined on page 53);
   Monitoring the resolution of complaints received through the global Ethics hotline which included a procedure for handling complaints and concerns relating to accounting, internal control and
auditing matters;
   Risks and safeguards from extending the role of the Unilever brand;
   Monitoring progress of the implementation of the requirements under Section 404 of the Sarbanes-Oxley Act of 2002 with respect to internal controls over financial reporting;
   The implications of the introduction of International Financial Reporting Standards (IFRS);
   The experience gained from the setting up of financial shared service centres; and
   Risk management and goodwill impairment of theSlimFastbusiness.


External auditorsThe report from PricewaterhouseCoopers confirming
their independence and objectivity was reviewed by the Committee. It also reviewed
the audit, audit-related, tax and other services provided by PricewaterhouseCoopers,
and compliance with Unilevers policy, introduced in January 2002, under
which the types of engagements for which the external auditors can be used are
prescribed. All non-audit services undertaken by the external auditors were reviewed
and authorised by the Committee in advance. For further information, see page
67. The Committee conducted a formal evaluation of the effectiveness of the external audit process and held independent meetings with the external auditors, and have reported on their conclusions to the Boards. The Committee has approved the extension of the current external audit contract by one year and recommended to the Boards the reappointment of the external auditors. Internal audit functionThe Committee engaged in discussion and review
of the Corporate Audit Departments audit plan for the year, together with
its budget and resource requirements. The Committee approved the appointment of a new Chief Auditor following the scheduled retirement of the previous holder of this post. The Committee held independent meetings with the Chief Auditor. Audit Committee CharterThe Committees terms of reference were updated
to reflect the revised corporate governance structure with Non-Executive Directors
as approved by shareholders in May 2004. The Audit Committee Charter/terms of reference can be viewed on Unilevers website atwww.unilever.com. The Committee conducted a self-assessment of its own performance for review with the Boards. Hilmar KopperChairman of the Audit Committee
Oscar Fanjul
Claudio Gonzalez




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Financial statements  Contents



|Statement of
    Directors responsibilities                           | 92  |                                                                             
|---------------------------------------------------------------------- | --- | ----------------------------------------------------------------------------
|Auditors report                                                       | 95  |                                                                             
|Accounting information and policies                                    | 96  |                                                                             
|Consolidated profit and loss account                                   | 99  |                                                                             
|Consolidated statement
    of total recognised gains and losses        | 100 |                                                                             
|Consolidated cash flow statement                                       | 100 |                                                                             
|Consolidated balance sheet                                             | 101 |                                                                             
|Notes to the consolidated accounts                                     | 102 |                                                                             
|                                                                       | 1   | Segmental information                                                       
|                                                                       | 2   | Operating costs                                                             
|                                                                       | 3   | Staff costs and employees                                                   
|                                                                       | 4   | Exceptional items                                                           
|                                                                       | 5   | Interest                                                                    
|                                                                       | 6   | Taxation on profit on ordinary activities                                   
|                                                                       | 7   | Combined earnings per share                                                 
|                                                                       | 8   | Dividends on ordinary capital                                               
|                                                                       | 9   | Goodwill and intangible assets                                              
|                                                                       | 10  | Tangible fixed assets                                                       
|                                                                       | 11  | Fixed investments                                                           
|                                                                       | 12  | Stocks                                                                      
|                                                                       | 13  | Debtors                                                                     
|                                                                       | 14  | Cash and current investments                                                
|                                                                       | 15  | Borrowings                                                                  
|                                                                       | 16  | Financial instruments                                                       
|                                                                       | 17  | Trade and other creditors                                                   
|                                                                       | 18  | Pensions and similar obligations                                            
|                                                                       | 19  | Deferred taxation                                                           
|                                                                       | 20  | Restructuring and other provisions                                          
|                                                                       | 21  | Capital and reserves                                                        
|                                                                       | 22  | Called up share capital                                                     
|                                                                       | 23  | Profit retained                                                             
|                                                                       | 24  | Other reserves                                                              
|                                                                       | 25  | Commitments and contingent liabilities                                      
|                                                                       | 26  | Acquisition and disposal of group companies                                 
|                                                                       | 27  | Reconciliation of group operating profit
       to operating cash flows     
|                                                                       | 28  | Analysis of cash flows for headings netted
       in the cash flow statement
|                                                                       | 29  | Analysis of net debt                                                        
|                                                                       | 30  | Share-based compensation plans                                              
|                                                                       | 31  | Related party transactions                                                  
|                                                                       | 32  | Summarised accounts of the NV and PLC parts
    of the Group                
|Five-year record                                                       | 149 |                                                                             
|Additional information for US investors                                | 154 |                                                                             
|Principal group companies and fixed investments                        | 165 |                                                                             
|Company accounts  Unilever
    N.V.                                   | 169 |                                                                             
|Notes to the
    company accounts  Unilever N.V.                      | 170 |                                                                             
|Further statutory
    information  Unilever N.V.                      | 171 |                                                                             
|Company accounts  Unilever
    PLC                                    | 172 |                                                                             
|Notes to the
    company accounts  Unilever PLC                       | 173 |                                                                             
|Further statutory
    information and other information  Unilever PLC | 174 |                                                                             

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Statement of Directors responsibilities



Annual accountsThe Directors are required by Title 9, Book 2 of the Civil Code in the Netherlands and the United Kingdom Companies Act 1985 to prepare accounts for each financial year which give a true and fair view of the state of
affairs of the Unilever Group, NV and PLC as at the end of the financial year and of the profit or loss for that year. The Directors consider that in preparing the accounts, the Group, NV and PLC have used the most appropriate accounting policies, consistently applied and supported by reasonable and prudent judgements and estimates,
and that all United Kingdom accounting standards which they consider to be applicable have been followed. The Directors have responsibility for ensuring that NV and PLC keep accounting records which disclose with reasonable accuracy their financial position and which enable the Directors to ensure that the accounts comply
with the relevant legislation. They also have a general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities. This statement, which should be read in conjunction with the Auditors report, 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 placed on our website atwww.unilever.com. The maintenance and
integrity of the website is the responsibility of the Directors, 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 United Kingdom and the Netherlands governing the preparation and dissemination of financial statements may differ from legislation in other
jurisdictions. Going concernThe Directors continue to adopt the going concern
basis in preparing the accounts. This is because the Directors, after making
enquiries and following a review of the Groups budget for 2005 and 2006,
including cash flows and borrowing facilities, consider that the Group has adequate
resources to continue in operation for the foreseeable future. Internal and disclosure controls and proceduresUnilever has a well-established control framework,
which is well documented and regularly reviewed by the Boards. This incorporates
risk management, internal control procedures and disclosure controls and procedures
which are designed to provide reasonable, but not absolute, assurance that assets
are safeguarded, the risks facing the business are being addressed and all information
required to be disclosed is reported to the Groups senior management,
including where appropriate the Chairmen and Financial Director, within the required
timeframe. Our procedures cover financial, operational, social and environmental risks and regulatory matters. The Boards of NV and PLC have also established a clear organisational structure, including delegation of appropriate
authorities. The Groups control framework is supported through a Code of Business Principles, which sets standards of professionalism and integrity


for its operations worldwide, and through an Operational Controls Assessment process, which requires the senior management in each business unit to assess the effectiveness of financial controls annually and of all
other operational controls over a three-year cycle. The Boards have overall responsibility for establishing key procedures designed to achieve systems of internal control and disclosure control and for reviewing and evaluating their effectiveness. The day-to-day
responsibility for implementation of these procedures and ongoing monitoring of risk and the effectiveness of controls rests with the Groups senior management at individual operating company and Business Group level. Business Groups, each of
which has its own Risk Committee, review, on an ongoing basis, the risks faced by their group and the related internal control arrangements and provide written reports to the Corporate Risk Committee, the composition and function of which are set
out on page 57. Unilevers corporate internal audit function plays a key role in providing an objective view and continuous reassurance of the effectiveness of the risk management and related control systems throughout Unilever
to both operating management and the Boards. The Group has an independent Audit Committee, entirely comprised of Independent Non-Executive Directors. This Committee meets regularly with the Chief Auditor and the external auditors. Unilever has a comprehensive budgeting system with an annual budget approved by the Boards, which is regularly reviewed and updated. Performance is monitored against budget and the previous year through monthly and
quarterly reporting routines. The Group reports to shareholders quarterly. Unilevers system of risk management has been in place throughout 2004 and up to the date of this report, and complies with the recommendations of Internal Control  Guidance for Directors on the
Combined Code, published by the Internal Control Working Party of the Institute of Chartered Accountants in England & Wales in September 1999. The Boards have carried out an annual review of the effectiveness of the systems of risk
management and internal control during 2004 in accordance with this guidance, and have ensured that the necessary actions have been or are being taken to address any weaknesses or deficiencies arising out of that review. At the end of 2006, Unilever will be required by Section 404 of the Sarbanes-Oxley Act of 2002 to report on the effectiveness of internal control over financial reporting. The evaluation work necessary to meet this
specific requirement is under way. Based on an evaluation by the Boards, each Chairman and the Financial Director concluded that the design and operation of the Groups disclosure controls and procedures as at 31 December 2004 were reasonably
effective and that subsequently there have been no significant changes in the Groups internal controls or in other factors that could significantly affect those controls. It is Unilevers policy to bring acquired companies within the Groups governance procedures as soon as is practicable and, in any event, by the end of the first full year of operation.




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Auditors report
United States

Report of the independent registered public accounting firms to the shareholders of Unilever N.V. and Unilever PLC
We have audited the accompanying consolidated balance sheets of the Unilever Group, Unilever N.V. and Unilever PLC as of
31 December 2004 and 2003, and the related consolidated
profit and loss accounts, cash flow statements and statements of total recognised
gains and losses for each of the three years in the period ended December 31,
2004. These financial statements are the responsibility of the companies management.
Our responsibility is to express an opinion on these financial statements based
on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.




In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Unilever Group, Unilever N.V. and Unilever PLC at 31 December 2004 and
  2003, and the results of their operations and their cash flows for each of the three years in the period ended 31 December 2004, in conformity with applicable Netherlands and United Kingdom law and United Kingdom accounting standards. Applicable Netherlands and United Kingdom law and United Kingdom accounting standards vary in certain significant respects from accounting principles generally accepted in the United States of America. Information
relating to the nature and effect of such differences is presented in the determination of net profit and capital and reserves as shown on pages 154 and 155. PricewaterhouseCoopers Accountants N.V.
Rotterdam,
The Netherlands
As auditors of Unilever N.V. PricewaterhouseCoopers LLP
London, United Kingdom
As auditors of Unilever PLC 1 March 2005






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Accounting information and policies

Unilever
The two parent companies, NV and PLC, together with their group companies, operate as nearly as is practicable as a single entity (the Unilever Group, also referred to as Unilever or the Group). NV and PLC have the
same Directors and are linked by a series of agreements, including an Equalisation Agreement, which are designed so that the position of the shareholders of both companies is as nearly as possible the same as if they held shares in a single company. The Equalisation Agreement provides for both companies to adopt the same accounting principles and requires as a general rule the dividends and other rights and benefits (including rights on liquidation) attaching to
each Fl. 12 (€5.445) nominal of ordinary share capital of NV to be equal in value at the relevant rate of exchange to the dividends and other rights and benefits attaching to each £1 nominal of ordinary share capital of PLC, as if each
such unit of capital formed part of the ordinary capital of one and the same company. For additional information please refer to Corporate governance on page 52. Basis of consolidation
Due to the operational and contractual arrangements referred to above ensuring unity of management of NV and PLC and the internal participating interests set out in note 22 on page 132, NV and PLC and their group
companies constitute a single group under Netherlands and United Kingdom legislation for the purposes of presenting consolidated accounts. Accordingly, the accounts of the Unilever Group are presented by both NV and PLC as their respective
consolidated accounts. These accounts are supplemented in notes 23 and 24 on page 133 and note 32 on page 148 by additional information for the NV and PLC parts of the Group in which group companies are consolidated according to respective
ownership. Companies legislation
The consolidated accounts of the Unilever Group
comply with Book 2 of the Civil Code in the Netherlands and the United Kingdom
Companies Act 1985. The consolidated accounts of the Unilever Group also comply
with accounting standards generally accepted in the United Kingdom, as allowed
by Article 362.1 of Book 2 of the Civil Code in the Netherlands, unless such
standards conflict with the Civil Code in the Netherlands which would in such
case prevail. The
company accounts, the notes to those accounts and the further statutory information
given for each of NV and PLC comply with legislation in the Netherlands and the
United Kingdom respectively. As explained under Group companies below,
in order to give a true and fair view, the presentation of the consolidated capital
and reserves differs from that specified by the United Kingdom Companies Act
1985. Accounting standards
The accounts are prepared under the historical cost convention and comply in all material respects with legislation in the United Kingdom and the Netherlands and with United Kingdom Accounting Standards.




The accounting policies of the Unilever Group are set out on pages 96 to 98. Material variations from United States generally accepted accounting principles are set out on pages 154 to 159. Recent changes in reporting requirements under US GAAP are discussed on page 159. OECD Guidelines
In preparing its Annual Review and Annual Report and Accounts Unilever adheres to disclosure recommendations of the OECD Guidelines for Multinational Enterprises. Group companies
Group companies are those companies in whose share capital NV or PLC holds an interest directly or indirectly, and whose consolidation is required for the accounts to give a true and fair view. In order that the consolidated accounts should present a true and fair view, it is necessary to differ from the presentational requirements of the United Kingdom Companies Act 1985 by including amounts attributable to
both NV and PLC shareholders in the capital and reserves shown in the balance sheet. The Companies Act would require presentation of the capital and reserves attributable to NV and PLC shareholders as minority interests in the respective
consolidated accounts of PLC and NV. This presentation would not give a true and fair view of the effect of the Equalisation Agreement, under which the position of all shareholders is as nearly as possible the same as if they held shares in a single
company. Net profit and result for the year retained are presented on a combined basis on page 99, with the net profit attributable to NV and PLC shown separately. Movements in profit retained are analysed between those
attributable to NV and PLC in note 23 on page 133. Foreign currencies
Exchange differences arising in the accounts of individual companies are dealt with in their respective profit and loss accounts. Those arising on trading transactions are taken to operating profit; those arising on
cash, current investments and borrowings are classified as interest. In preparing the consolidated accounts, the profit and loss account, the cash flow statement and all other movements in assets and liabilities are translated at annual average rates of exchange. The balance sheet,
other than the ordinary share capital of NV and PLC, is translated at year-end rates of exchange. In the case of hyper-inflationary economies, which are those in which inflation exceeds 100% cumulatively over a three-year period, the accounts are
adjusted to reflect current price levels and remove the influences of inflation before being translated. The ordinary share capital of NV and PLC is translated at the rate contained in the Equalisation Agreement of £1 = Fl. 12 (equivalent to €5.445). The difference between this and the value derived by applying
the year-end rate of exchange is taken to other reserves (see note 24 on page 133).






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Accounting information and policies(continued)

The effects of exchange rate changes during the year on net assets at the beginning of the year are recorded as a movement in profit retained, as is the difference between profit of the year retained at average rates
of exchange and at year-end rates of exchange. For these purposes net assets include loans between group companies and related foreign exchange contracts, if any, for which settlement is neither planned nor likely to occur in the foreseeable
future. Goodwill and intangible assets
No value is attributed to internally generated
intangible assets. Goodwill (being the difference between the fair value of consideration
paid for new interests in group companies, joint ventures and associated companies
and the fair value of the Groups share of their net assets at the date
of acquisition) and identifiable intangible assets purchased after 1 January
1998 are capitalised and amortised in the profit and loss account over the period
of their expected useful lives, up to a maximum of 20 years. Periods in excess
of five years are used only where the Directors are satisfied that the life of
these assets will clearly exceed that period. Goodwill and intangible assets
purchased prior
to 1 January 1998 were written off in the year of acquisition as a movement in
profits retained. On disposal of a business acquired prior to 1 January 1998, purchased goodwill written off on acquisition is reinstated in arriving at the profit or loss on disposal. The treatment of goodwill and intangible assets under US GAAP is discussed on pages 155 to 157. Goodwill and intangible assets are subject to review for impairment in accordance with United Kingdom Financial Reporting Standard 11 Impairment of Fixed Assets and Goodwill (FRS 11) and United States Statement of Financial Accounting Standards 142 Goodwill and Other Intangible Assets (SFAS 142). Any
impairment is charged to the profit and loss account as it arises. Tangible fixed assets
Tangible fixed assets are stated at cost less
depreciation.Depreciation is provided on a straight-line basis at percentages of cost based on the expected average useful lives of the assets. Estimated useful lives by major class of assets are as follows: Freehold buildings
    
    40 years(no depreciation on freehold land)Leasehold land
    
    Life of leaseLeasehold buildings
    
    40 years*Plant
and equipment
    
    220 yearsMotor vehicles
    
    36 years*or life of lease if less than
40 years Tangible fixed assets are subject to review for impairment in accordance with FRS 11 and United States SFAS 144 Accounting for the Impairment or Disposal of Long-Lived Assets (SFAS 144). Any impairment is
charged to the profit and loss account as it arises. Fixed investments
Joint ventures are undertakings in which the Group has a long-term participating interest and which are jointly controlled by the Group and one or more other parties. Associated companies are undertakings in which the
Group has a participating interest and exercises significant influence.


Interests in joint ventures and associated companies are stated in the consolidated balance sheet at the Groups share of their aggregate assets and liabilities. Other fixed investments are stated at cost less any amounts written off to reflect a permanent impairment. Any impairment is charged to the profit and loss account as it arises. Current assets
Stocks are valued at the lower of cost and estimated net realisable value. Cost is mainly average cost, and comprises direct costs and, where appropriate, a proportion of production overheads. Debtors are stated after deducting adequate provision for doubtful debts. Current investments are liquid funds temporarily invested and are stated at their realisable value. The difference between this and their original cost is taken to interest in the profit and loss account. Retirement benefits
With effect from 1 January 2003, Unilever has
accounted for pensions and similar benefits under the United Kingdom Financial
Reporting Standard 17 Retirement benefits (FRS 17). The operating
and financing costs of defined benefit plans are recognised separately in the
profit and loss account; service costs are systematically spread over the service
lives of employees, and financing costs are recognised in the periods in which
they arise. Variations
from expected costs, arising from the experience of the plans or changes in actuarial
assumptions, are recognised immediately in the statement of total recognised
gains and losses. The costs of individual events such as past service benefit
enhancements, settlements and curtailments are recognised immediately in the
profit and loss account. The liabilities and, where applicable, the assets of
defined benefit plans are recognised at fair value in the balance sheet. The
charges to the
profit and loss account for defined contribution plans are the company contributions
payable and the assets of such plans are not included in the Group balance sheet. Deferred taxation
Full provision is made for deferred taxation on all significant timing differences arising from the recognition of items for taxation purposes in different periods from those in which they are included in the Group
accounts. Full provision is made at the rates of tax prevailing at the year end unless future rates have been enacted or substantively enacted. Deferred tax assets and liabilities have not been discounted. Provision is made for taxation which will become payable if retained profits of group companies and joint ventures are distributed to the parent companies only to the extent that we are committed to such
distributions. 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 amount of the obligation can be reasonably estimated.


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Accounting information and policies
(continued)

Derivative financial instruments
The types of derivative financial instruments used by Unilever are described in note 16 on page 120, in the Financial review on page 22 and under Risk management on page 51. Hedge accounting, as described below, is
applied. Changes in the value of forward foreign exchange contracts are recognised in results in the same period as changes in the values of the assets and liabilities they are intended to hedge. Interest payments and receipts
arising from interest rate derivatives such as swaps and forward rate agreements are matched to those arising from underlying debt and investment positions. Payments made or received in respect of the early termination of derivative financial instruments are spread over the original life of the instrument so long as the underlying exposure continues to exist. Research, development and market support costs
Expenditure on research and development and on market support costs such as advertising is charged against the profit of the year in which it is incurred. Group turnover and Turnover
Group turnover comprises sales of goods and services
after deduction of discounts and sales taxes. It includes sales to joint ventures
and associated companies but does not include sales by joint ventures and associated
companies or sales between group companies. Turnover includes the Group share
of the turnover of joint ventures, net of the Group share of any sales to the
joint ventures already included in the Group figures, but does not include
Unilevers share of the turnover of associates. Discounts given by Unilever include rebates, price reductions and incentives given to customers in cash or company products. At each balance sheet date any such expenditure incurred but not yet invoiced is estimated
and accrued. Revenue is recognised when the risks and rewards of the underlying products and services have been substantially transferred to the customer. Exceptional items
Exceptional items are those items within ordinary activities which, because of their size or nature, are disclosed to give a proper understanding of the underlying result for the period. These include restructuring
charges in connection with reorganising businesses (comprising impairment of fixed assets, costs of severance, and other costs directly attributable to the restructuring), and profits and losses on disposal of businesses. United Kingdom FRS 3 would
require profits and losses on disposal of most businesses to be excluded from operating profit. However, because business disposals in the period and the restructuring costs are part of a series of linked initiatives under the Path to Growth
strategy, separate presentation would not give a true and fair view and therefore all exceptional items arising from these initiatives have been included on a single line in operating profit. Costs associated with restructuring, such as training,
are recognised as they arise and are not treated as exceptional.




Transfer pricing
The preferred method for determining transfer
prices for our own manufactured goods is to use the market price. Where there
is no market price, the companies concerned follow established transfer pricing
guidelines,
where available, or else engage in arms length negotiations. Trademarks owned by the parent companies and used by operating companies are, where appropriate, licensed in return for royalties or a fee. General services provided by central advisory departments, business groups, divisions and research laboratories are charged to operating companies on the basis of fees. Leases
Lease payments are principally in respect of operating leases, which are charged to the profit and loss account on a straight-line basis over the lease term, or over the period between rent reviews where these exist.
Assets held under finance leases are initially capitalised at their fair value and depreciated over the shorter of the lease term or their useful life. The net present value of the corresponding finance lease liability is included within creditors.
The finance element is charged to interest as it accrues. Share-based payments
Unilever reflects the economic cost of awarding shares and share options to employees by recording a charge in the profit and loss account equivalent to the fair value of the benefit awarded. The fair value is
determined with reference to option pricing models, principally adjusted Black-Scholes models or the multinomial pricing model. The charge is recognised in the profit and loss account over the vesting period of the award. Share-based payments are
described in more detail in note 30 on pages 138 to 147. Shares held by employee share trusts
The assets and liabilities of certain PLC trusts,
NV and group companies which purchase and hold NV and PLC shares to satisfy options
granted are included in the Group accounts. The book value of shares held is
deducted from other reserves, and trust borrowings are included in the Groups
borrowings. The costs of the trusts are included in the results of the Group.
These shares are excluded from the calculation of earnings per share.






98UnileverAnnual Report and Accounts 2004

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Consolidated profit and
      loss account Unilever Groupfor
  the year ended 31 December



|                                                                         | € million        |       | € million |       | € million |      
|------------------------------------------------------------------------ | ---------------- | ----- | --------- | ----- | --------- | -----
|                                                                         | 2004             |       | 2003      |       | 2002      |      
|                                                                         |                  |       |           |       |           |      
|Turnover1                                                                | 40 366           |       | 42 942    |       | 48 760    |      
|                                                                         |                  |       |           |       |           |      
|Less: Share of turnover of
        joint ventures1                       | (197             | )     | (249      | )     | (490      | )    
|                                                                         |                  |       |           |       |           |      
|Group turnover1                                                          | 40 169           |       | 42 693    |       | 48 270    |      
|                                                                         |                  |       |           |       |           |      
|Cost of sales2                                                           | (20 011          | )     | (21 192   | )     | (24 049   | )    
|                                                                         |                  |       |           |       |           |      
|Gross profit                                                             | 20 158           |       | 21 501    |       | 24 221    |      
|                                                                         |                  |       |           |       |           |      
|Distribution, selling and
        administrative costs2                  | (16 747          | )     | (16 018   | )     | (19 214   | )    
|                                                                         |                  |       |           |       |           |      
|Group operating
          profit1                                        | 3 411            |       | 5 483     |       | 5 007     |      
|After
        charging:                                                  |                  |       |           |       |           |      
|Exceptional
        items                                                | (1
          595 | )     | (97       | )     | (707      | )    
|Amortisation
        of goodwill and intangible assets1                  | (1
          086 | )     | (1 139    | )     | (1 245    | )    
|Add: Share of operating profit
        of joint ventures1                | 44               |       | 46        |       | 84        |      
|                                                                         |                  |       |           |       |           |      
|Operating
          profit1                                              | 3 455            |       | 5 529     |       | 5 091     |      
|After
        charging:                                                  |                  |       |           |       |           |      
|Exceptional
        items4                                               | (1
          597 | )     | (100      | )     | (702      | )    
|Amortisation
        of goodwill and intangible assets1                  | (1
          086 | )     | (1 143    | )     | (1 261    | )    
|Share of operating profit
        of associates1                         | 42               |       | 25        |       | 34        |      
|Other income from fixed investments11                                    | 31               |       | (3        | )     | (7        | )    
|Interest5                                                                | (628             | )     | (847      | )     | (1 173    | )    
|Other finance income/(cost)  pensions
        and similar obligations18 | (61              | )     | (166      | )     | 108       |      
|                                                                         |                  |       |           |       |           |      
|Profit
          on ordinary activities before taxation                  | 2 839            |       | 4 538     |       | 4 053     |      
|Taxation on profit on ordinary
        activities6                       | (782             | )     | (1 527    | )     | (1 605    | )    
|                                                                         |                  |       |           |       |           |      
|Profit
          on ordinary activities after taxation                   | 2 057            |       | 3 011     |       | 2 448     |      
|Minority interests                                                       | (181             | )     | (249      | )     | (312      | )    
|                                                                         |                  |       |           |       |           |      
|Net profit                                                               | 1 876            |       | 2 762     |       | 2 136     |      
|Attributable to:                                                         | NV23             | 1 283 |           | 1 976 |           | 1 679
|                                                                         | PLC23            | 593   |           | 786   |           | 457  
|                                                                         |                  |       |           |       |           |      
|Dividends                                                                | (1 843           | )     | (1 709    | )     | (1 701    | )    
|Preference dividends                                                     | (28              | )     | (27       | )     | (42       | )    
|Dividends on ordinary capital8                                           | (1
          815 | )     | (1 682    | )     | (1 659    | )    
|                                                                         |                  |       |           |       |           |      
|Result
          for the year retained                                   | 33               |       | 1 053     |       | 435       |      
|                                                                         |                  |       |           |       |           |      
|Combined
          earnings per share7                                   |                  |       |           |       |           |      
|Basic earnings per share:                                                |                  |       |           |       |           |      
|Euros per €0.51 of ordinary
        capital                              | 1.92             |       | 2.82      |       | 2.14      |      
|Euro cents per 1.4p of ordinary
        capital                          | 28.78            |       | 42.33     |       | 32.16     |      
|                                                                         |                  |       |           |       |           |      
|On a diluted basis the figures
        would be:                         |                  |       |           |       |           |      
|Euros per €0.51 of ordinary
        capital                              | 1.85             |       | 2.74      |       | 2.08      |      
|Euro cents per 1.4p of ordinary
        capital                          | 27.69            |       | 41.09     |       | 31.20     |      
|                                                                         |                  |       |           |       |           |      

All amounts are related to continuing operations
    as defined by United Kingdom Financial Reporting Standard 3.

References in the consolidated profit and
    loss account, consolidated statement of total recognised gains and losses,
    consolidated cash flow statement and consolidated balance sheet relate to
    notes on pages 102 to 148, which form an integral part of the consolidated
    financial statements.

Accounting policies of the Unilever Group
    are set out on pages 96 to 98.

Variations from United States generally accepted
    accounting principles and Regulation S-X are outlined on pages 154 to 159.

In accordance with Article 402 of Book 2 of
    the Civil Code in the Netherlands, the profit and loss account of the entity
    NV on page 169 shows only the income from fixed investments after taxation
    and other income and expenses as separate items.



UnileverAnnual
    Report and Accounts 200499

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Consolidated statement
      of total recognised gains and losses Unilever Groupfor
  the year ended 31 December



|                                                               | € million |   | € million |   | € million | 
|-------------------------------------------------------------- | --------- | - | --------- | - | --------- | 
|                                                               | 2004      |   | 2003      |   | 2002      | 
|                                                               |           |   |           |   |           | 
|Net profit                                                     | 1 876     |   | 2 762     |   | 2 136     | 
|Unrealised gain on partial disposal of
        a group company |          |   |          |   | 56        | 
|Pensions and similar obligations:18                            |           |   |           |   |           | 
|Net actuarial gains/(losses)
        recognised                | (691      | ) | 148       |   | (4 152)   | 
|Deferred taxation thereon                                      | 237       |   | (176      | ) | 1 341     | 
|Currency retranslation                                         | 83        |   | 159       |   | (1 567)   | 
|                                                               |           |   |           |   |           | 
|Total recognised gains/(losses)
          for the year         | 1 505     |   | 2 893     |   | (2 186)   | 
|                                                               |           |   |           |   |           | 





Consolidated
      cash flow statement Unilever Groupfor
  the year ended 31 December



|                                                                          | € million |   | € million |   | € million |  
|------------------------------------------------------------------------- | --------- | - | --------- | - | --------- | -
|                                                                          | 2004      |   | 2003      |   | 2002      |  
|                                                                          |           |   |           |   |           |  
|Cash inflow from group
          operating activities27                   | 6 853     |   | 6 780     |   | 7 883     |  
|                                                                          |           |   |           |   |           |  
|Dividends received from joint ventures                                    | 60        |   | 52        |   | 83        |  
|Returns on investments and servicing of
        finance28                 | (807      | ) | (1 180    | ) | (1 386    | )
|Taxation                                                                  | (1 378    | ) | (1 423    | ) | (1 817    | )
|Capital expenditure and financial investment28                            | (1 044    | ) | (1 024    | ) | (1 706    | )
|Acquisitions and disposals28                                              | 316       |   | 622       |   | 1 755     |  
|Dividends paid on ordinary share capital                                  | (1 720    | ) | (1 715    | ) | (1 580    | )
|                                                                          |           |   |           |   |           |  
|Cash inflow before
          management of liquid resources and financing | 2 280     |   | 2 112     |   | 3 232     |  
|Management of liquid resources28                                          | (31       | ) | (41       | ) | (592      | )
|Financing28                                                               | (2 921    | ) | (2 917    | ) | (3 078    | )
|                                                                          |           |   |           |   |           |  
|Decrease in cash in
          the year                                    | (672      | ) | (846      | ) | (438      | )
|                                                                          |           |   |           |   |           |  

Reconciliation of cash
      flow to movement in net debt

|                                                            | € million |   | € million |   | € million |  
|----------------------------------------------------------- | --------- | - | --------- | - | --------- | -
|                                                            | 2004      |   | 2003      |   | 2002      |  
|                                                            |           |   |           |   |           |  
|Net debt at 1 January29                                     | (12 555   | ) | (16 966   | ) | (23 199   | )
|                                                            |           |   |           |   |           |  
|                                                            |           |   |           |   |           |  
|Decrease in cash in
          the year                      | (672      | ) | (846      | ) | (438      | )
|Cash flow from decrease in borrowings                       | 3 042     |   | 2 909     |   | 3 087     |  
|Cash flow arising in connection with finance
        leases | (128      | ) |          |   |          |  
|Cash flow from increase in liquid resources                 | 31        |   | 41        |   | 592       |  
|                                                            |           |   |           |   |           |  
|Change in net debt resulting from cash
        flows        | 2 273     |   | 2 104     |   | 3 241     |  
|Borrowings within group companies acquired                  |          |   | (25)      | ) | (77       | )
|Borrowings within group companies sold                      | 41        |   | 5         |   | 20        |  
|Liquid resources within group companies
        sold        | (2        | ) | (3        | ) | (1        | )
|Non-cash movements                                          | (319      | ) | 690       |   | 1 467     |  
|Currency retranslation                                      | 899       |   | 1 640     |   | 1 583     |  
|                                                            |           |   |           |   |           |  
|Decrease in net debt
          in the year                  | 2 892     |   | 4 411     |   | 6 233     |  
|                                                            |           |   |           |   |           |  
|Net debt at 31 December29                                   | (9 663    | ) | (12 555   | ) | (16 966   | )
|                                                            |           |   |           |   |           |  

100UnileverAnnual
      Report and Accounts 2004

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Consolidated balance sheet Unilever Groupas
  at 31 December



|                                                                                              | € million        |                           | € million        |  
|--------------------------------------------------------------------------------------------- | ---------------- | ------------------------- | ---------------- | -
|                                                                                              | 2004             |                           | 2003             |  
|                                                                                              |                  |                           |                  |  
|Fixed assets                                                                                  |                  |                           |                  |  
|                                                                                              |                  |                           |                  |  
|Goodwill and intangible assets9                                                               | 15 338           |                           | 17 713           |  
|Tangible fixed assets10                                                                       | 6 271            |                           | 6 655            |  
|Fixed investments11                                                                           | 202              |                           | 199              |  
|                                                                                              |                  |                           |                  |  
|Total fixed
          assets                                                                  | 21 811           |                           | 24 567           |  
|                                                                                              |                  |                           |                  |  
|                                                                                              |                  |                           |                  |  
|Current
          assets                                                                      |                  |                           |                  |  
|Stocks12                                                                                      | 3 758            |                           | 4 175            |  
|Debtors13                                                                                     | 5 703            |                           | 5 881            |  
|Debtors
        due within one year13                                                         | 4 505            |                           | 5 082            |  
|Debtors
        due after more than one year13                                                | 1 198            |                           | 799              |  
|                                                                                              |                  |                           |                  |  
|Current investments14                                                                         | 1 016            |                           | 1 491            |  
|Cash at bank and in hand14                                                                    | 1 587            |                           | 1 854            |  
|                                                                                              |                  |                           |                  |  
|Total current
          assets                                                                | 12 064           |                           | 13 401           |  
|                                                                                              |                  |                           |                  |  
|Creditors
          due within one year                                                       | (14 570          | )                         | (17 074          | )
|Borrowings15                                                                                  | (5
          155 | )                         | (7 434           | )
|Trade and other creditors17                                                                   | (9
          415 | )                         | (9 640           | )
|                                                                                              |                  |                           |                  |  
|Net current
          assets/(liabilities)                                                    | (2 506           | )                         | (3 673           | )
|                                                                                              |                  |                           |                  |  
|Total assets
          less current liabilities                                               | 19 305           |                           | 20 894           |  
|                                                                                              |                  |                           |                  |  
|Creditors
          due after more than one year                                              | 7 610            |                           | 9 130            |  
|Borrowings15                                                                                  | 6 893            |                           | 8 466            |  
|Trade and other creditors17                                                                   | 717              |                           | 664              |  
|                                                                                              |                  |                           |                  |  
|Provisions
          for liabilities and charges (excluding pensions and similar obligations) | 1 881            |                           | 1 645            |  
|Deferred taxation19                                                                           | 511              |                           | 747              |  
|Restructuring and other provisions20                                                          | 1 348            |                           | 871              |  
|Interest in associates11                                                                      | 22               |                           | 27               |  
|                                                                                              |                  |                           |                  |  
|Net liabilities
          for pensions and similar obligations 18                             | 3 918            |                           | 3 759            |  
|                                                                                              |                  |                           |                  |  
|Net pension asset for funded
        plans in surplus18                                       | (456             | )                         | (490             | )
|Net pension liability for
        funded plans in deficit18                                   | 1 633            |                           | 1 629            |  
|Net pension liability for
        unfunded plans18                                            | 2 741            |                           | 2 620            |  
|                                                                                              |                  |                           |                  |  
|Minority
          interests                                                                  | 362              |                           | 440              |  
|                                                                                              |                  |                           |                  |  
|Capital
          and reserves21                                                              | 5 534            |                           | 5 920            |  
|Attributable to:                                                                              | NV:              | Called up share capital22 | 420              |  
|                                                                                              |                  | Share premium account21   | 1 397            |  
|                                                                                              |                  | Other reserves24          | (2
          035 | )
|                                                                                              |                  | Profit retained23         | 7 278            |  
|                                                                                              |                  |                           |                  |  
|                                                                                              | 7 060            |                           | 6 869            |  
|                                                                                              |                  |                           |                  |  
|                                                                                              | PLC:             | Called up share capital22 | 222              |  
|                                                                                              |                  | Share premium account21   | 133              |  
|                                                                                              |                  | Other reserves24          | (700             | )
|                                                                                              |                  | Profit retained23         | (1
          181 | )
|                                                                                              |                  |                           |                  |  
|                                                                                              | (1
          526 | )                         | (949             | )
|                                                                                              |                  |                           |                  |  
|Total capital
          employed                                                              | 19 305           |                           | 20 894           |  
|                                                                                              |                  |                           |                  |  

Capital and reserves include €1 502
    million relating to preference shares in NV which under United Kingdom Financial
    Reporting Standard 4 are classified as non-equity. Minority interests in
    group companies are substantially all equity interests.

Commitments and contingent liabilities are
    shown in note 25 on page 134.

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    Report and Accounts 2004101

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Notes to the consolidated
      accounts Unilever Group



1 Segmental information

Segmental information is provided below on
    the basis of product categories. These categories are:Savoury and dressings including
  sales of soups, bouillons, sauces, snacks, mayonnaise, salad dressings and
  olive oil.Spreads and cooking products including
  sales of branded margarines and spreads and cooking products such as liquid
  margarines.Beverages including
        sales of tea, weight management products, and nutritionally enhanced
        staples sold in developing markets. This product category was previously
        described as Health and wellness and beverages.Ice cream and frozen foods including
  sales of ice cream and frozen food.Home care including
  sales of home care products, such as laundry powders and liquids and a wide
  range of cleaning products. In May 2002 we sold DiverseyLever, our professional
  cleaning business, the revenues of which were also included within this segment
  for part of the year ended 31 December 2002. Our share of the profit from our
  retained stake in this business, which is an associated company, continues
  to be reported in this segment.Personal care including
  sales of skin care and hair care products, deodorants and antiperspirants,
  oral care products, and a number of prestige fragrances.Other operations to
  support our consumer brands, we own tea plantations and palm oil plantations,
  the results of which are reported within this segment.

|Analysis
          by operation           | € million |          | € million |           | € million |           | € million |       | € million        |      | € million |          | € million |          | € million        |            | € million |       | € million        |  
|----------------------------------------- | --------- | -------- | --------- | --------- | --------- | --------- | --------- | ----- | ---------------- | ---- | --------- | -------- | --------- | -------- | ---------------- | ---------- | --------- | ----- | ---------------- | -
|                                          |           | Spreads  |           |           |           | Ice cream |           |       |                  |      |           |          |           | Total    |                  |            |           |       |                 
|Savoury                                   |           | and      |           |           |           | and       |           |       |                  |      |           |          |           | Home and |                  |            |           |       |                 
|and                                       |           | cooking  |           |           |           | frozen    |           | Total |                  | Home |           | Personal |           | Personal |                  | Other      |           |       |                 
|dressings                                 |           | products |           | Beverages |           | foods     |           | Foods |                  | care |           | care     |           | care     |                  | operations |           | Total |                 
|                                          |           |          |           |           |           |           |           |       |                  |      |           |          |           |          |                  |            |           |       |                  |  
|2004                                      |           |          |           |           |           |           |           |       |                  |      |           |          |           |          |                  |            |           |       |                  |  
|Turnover                                  | 8 397     |          | 4 644     |           | 3 206     |           | 6 463     |       | 22
          710 |      | 6 782     |          | 10 636    |          | 17
          418 |            | 238       |       | 40 366           |  
|Less: Share of turnover of joint ventures | (31       | )        | (35       | )         | (114      | )         |          |       | (180             | )    | (6        | )        | (8        | )        | (14              | )          | (3        | )     | (197             | )
|                                          |           |          |           |           |           |           |           |       |                  |      |           |          |           |          |                  |            |           |       |                  |  
|Group turnover                            | 8 366     |          | 4 609     |           | 3 092     |           | 6 463     |       | 22
          530 |      | 6 776     |          | 10 628    |          | 17
          404 |            | 235       |       | 40 169           |  
|                                          |           |          |           |           |           |           |           |       |                  |      |           |          |           |          |                  |            |           |       |                  |  
|Group operating profit/(loss)             | 396       |          | 608       |           | (417      | )         | 680       |       | 1 267            |      | 599       |          | 1 555     |          | 2 154            |            | (10       | )     | 3 411            |  
|After
        charging:                   |           |          |           |           |           |           |           |       |                  |      |           |          |           |          |                  |            |           |       |                  |  
|Exceptional
        items                 | (290      | )        | (84       | )         | (671      | )         | (101      | )     | (1
          146 | )    | (163      | )        | (294      | )        | (457             | )          | 8         |       | (1
          595 | )
|Amortisation
        of goodwill          |           |          |           |           |           |           |           |       |                  |      |           |          |           |          |                  |            |           |       |                  |  
|and
        intangible assets             | (872      | )        | (66       | )         | (104      | )         | (21       | )     | (1
          063 | )    | (11       | )        | (12       | )        | (23              | )          |          |       | (1
          086 | )
|Add: Share of operating profit            |           |          |           |           |           |           |           |       |                  |      |           |          |           |          |                  |            |           |       |                  |  
|of joint ventures                         | 2         |          | 7         |           | 32        |           |          |       | 41               |      | 1         |          | 2         |          | 3                |            |          |       | 44               |  
|                                          |           |          |           |           |           |           |           |       |                  |      |           |          |           |          |                  |            |           |       |                  |  
|Operating profit/(loss)(a)(b)             | 398       |          | 615       |           | (385      | )         | 680       |       | 1 308            |      | 600       |          | 1 557     |          | 2 157            |            | (10       | )     | 3 455            |  
|After
        charging:                   |           |          |           |           |           |           |           |       |                  |      |           |          |           |          |                  |            |           |       |                  |  
|Exceptional
        items                 | (291      | )        | (85       | )         | (671      | )         | (101      | )     | (1
          148 | )    | (163      | )        | (294      | )        | (457             | )          | 8         |       | (1
          597 | )
|Amortisation
        of goodwill          |           |          |           |           |           |           |           |       |                  |      |           |          |           |          |                  |            |           |       |                  |  
|and
        intangible assets             | (872      | )        | (66       | )         | (104      | )         | (21       | )     | (1
          063 | )    | (11       | )        | (12       | )        | (23              | )          |          |       | (1
          086 | )
|Share of operating profit/(loss)          |           |          |           |           |           |           |           |       |                  |      |           |          |           |          |                  |            |           |       |                  |  
|of associates                             |          |          |          |           |          |           |          |       |                 |      | 43        |          |          |          | 43               |            | (1        | )     | 42               |  
|                                          |           |          |           |           |           |           |           |       |                  |      |           |          |           |          |                  |            |           |       |                  |  
|2003                                      |           |          |           |           |           |           |           |       |                  |      |           |          |           |          |                  |            |           |       |                  |  
|Turnover                                  | 8 609     |          | 5 028     |           | 3 569     |           | 6 994     |       | 24 200           |      | 7 230     |          | 11 153    |          | 18 383           |            | 359       |       | 42 942           |  
|Less: Share of turnover of joint ventures | (58       | )        | (51       | )         | (120      | )         |          |       | (229             | )    | (5        | )        | (10       | )        | (15              | )          | (5        | )     | (249             | )
|                                          |           |          |           |           |           |           |           |       |                  |      |           |          |           |          |                  |            |           |       |                  |  
|Group turnover                            | 8 551     |          | 4 977     |           | 3 449     |           | 6 994     |       | 23 971           |      | 7 225     |          | 11 143    |          | 18 368           |            | 354       |       | 42 693           |  
|                                          |           |          |           |           |           |           |           |       |                  |      |           |          |           |          |                  |            |           |       |                  |  
|Group operating profit                    | 475       |          | 782       |           | 367       |           | 1 024     |       | 2 648            |      | 908       |          | 1 858     |          | 2 766            |            | 69        |       | 5 483            |  
|After
        charging:                   |           |          |           |           |           |           |           |       |                  |      |           |          |           |          |                  |            |           |       |                  |  
|Exceptional
        items                 | (108      | )        | (1        | )         | (11       | )         | 32        |       | (88              | )    | 8         |          | (94       | )        | (86              | )          | 77        |       | (97              | )
|Amortisation
        of goodwill          |           |          |           |           |           |           |           |       |                  |      |           |          |           |          |                  |            |           |       |                  |  
|and
        intangible assets             | (906      | )        | (73       | )         | (112      | )         | (20       | )     | (1 111           | )    | (14       | )        | (12       | )        | (26              | )          | (2        | )     | (1 139           | )
|Add: Share of operating profit            |           |          |           |           |           |           |           |       |                  |      |           |          |           |          |                  |            |           |       |                  |  
|of joint ventures                         | 3         |          | 7         |           | 36        |           |          |       | 46               |      |          |          |          |          |                 |            |          |       | 46               |  
|                                          |           |          |           |           |           |           |           |       |                  |      |           |          |           |          |                  |            |           |       |                  |  
|Operating profit(a)(b)                    | 478       |          | 789       |           | 403       |           | 1 024     |       | 2 694            |      | 908       |          | 1 858     |          | 2 766            |            | 69        |       | 5 529            |  
|After
        charging:                   |           |          |           |           |           |           |           |       |                  |      |           |          |           |          |                  |            |           |       |                  |  
|Exceptional
        items                 | (110      | )        | (2        | )         | (11       | )         | 32        |       | (91              | )    | 8         |          | (94       | )        | (86              | )          | 77        |       | (100             | )
|Amortisation
        of goodwill          |           |          |           |           |           |           |           |       |                  |      |           |          |           |          |                  |            |           |       |                  |  
|and
        intangible assets             | (908      | )        | (74       | )         | (113      | )         | (20       | )     | (1 115           | )    | (14       | )        | (12       | )        | (26              | )          | (2        | )     | (1 143           | )
|Share of operating profit                 |           |          |           |           |           |           |           |       |                  |      |           |          |           |          |                  |            |           |       |                  |  
|of associates                             |          |          |          |           |          |           |          |       |                 |      | 25        |          |          |          | 25               |            |          |       | 25               |  
|                                          |           |          |           |           |           |           |           |       |                  |      |           |          |           |          |                  |            |           |       |                  |  

|(a) | In 2004, the Groups
        share of amortisation of goodwill and intangible assets in joint ventures
        was €(nil) (2003: €(4) million; 2002: €(16) million),
        of which €(nil) (2003: €(2) million; 2002: €(13) million)
        arose in savoury and dressings, €(nil) million (2003: €(1)
        million; 2002: €(2) million) arose in spreads and cooking products
        and €(nil) (2003: €(1) million; 2002: €(1) million)
        arose in the beverages segment.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | In 2004, the Groups
        share of exceptional items in joint ventures was €(2) million (2003: €(3)
        million; 2002: €5 million), of which €(1) million (2003: €(2)
        million; 2002: €(1) million) arose in savoury and dressings and €(1)
        million (2003: €(1) million; 2002: €6 million) arose in the
        spreads and cooking products segment.                                                                                                             

102UnileverAnnual
      Report and Accounts 2004

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Notes to the consolidated
      accounts Unilever Group



1 Segmental information(continued)

|Analysis
          by operation           | € million |          | € million |           | € million |           | € million |       | € million        |      | € million |          | € million |          | € million      |            | € million |       | € million |  
|----------------------------------------- | --------- | -------- | --------- | --------- | --------- | --------- | --------- | ----- | ---------------- | ---- | --------- | -------- | --------- | -------- | -------------- | ---------- | --------- | ----- | --------- | -
|                                          |           | Spreads  |           |           |           | Ice cream |           |       |                  |      |           |          |           | Total    |                |            |           |       |          
|Savoury                                   |           | and      |           |           |           | and       |           |       |                  |      |           |          |           | Home and |                |            |           |       |          
|and                                       |           | cooking  |           |           |           | frozen    |           | Total |                  | Home |           | Personal |           | Personal |                | Other      |           |       |          
|dressings                                 |           | products |           | Beverages |           | foods     |           | Foods |                  | care |           | care     |           | Care     |                | operations |           | Total |          
|                                          |           |          |           |           |           |           |           |       |                  |      |           |          |           |          |                |            |           |       |           |  
|2002                                      |           |          |           |           |           |           |           |       |                  |      |           |          |           |          |                |            |           |       |           |  
|Turnover                                  | 9 503     |          | 6 216     |           | 4 215     |           | 7 456     |       | 27
        390   |      | 8 579     |          | 12 245    |          | 20
        824 |            | 546       |       | 48 760    |  
|Less: Share of turnover of joint ventures | (231      | )        | (71       | )         | (151      | )         |          |       | (453             | )    | (14       | )        | (9        | )        | (23            | )          | (14       | )     | (490      | )
|                                          |           |          |           |           |           |           |           |       |                  |      |           |          |           |          |                |            |           |       |           |  
|Group turnover                            | 9 272     |          | 6 145     |           | 4 064     |           | 7 456     |       | 26 937           |      | 8 565     |          | 12 236    |          | 20 801         |            | 532       |       | 48 270    |  
|                                          |           |          |           |           |           |           |           |       |                  |      |           |          |           |          |                |            |           |       |           |  
|Group operating profit                    | 399       |          | 768       |           | 347       |           | 569       |       | 2 083            |      | 837       |          | 2 045     |          | 2 882          |            | 42        |       | 5 007     |  
|After
        charging:                   |           |          |           |           |           |           |           |       |                  |      |           |          |           |          |                |            |           |       |           |  
|Exceptional
        items                 | 9         |          | (167      | )         | (99       | )         | (237      | )     | (494             | )    | (64       | )        | (149      | )        | (213           | )          |          |       | (707      | )
|Amortisation
        of goodwill          |           |          |           |           |           |           |           |       |                  |      |           |          |           |          |                |            |           |       |           |  
|and
        intangible assets             | (1 051    | )        | (17       | )         | (119      | )         | (27       | )     | (1 214           | )    | (17       | )        | (13       | )        | (30            | )          | (1        | )     | (1 245    | )
|Add: Share of operating profit            |           |          |           |           |           |           |           |       |                  |      |           |          |           |          |                |            |           |       |           |  
|of joint ventures                         | 28        |          | 19        |           | 36        |           |          |       | 83               |      | (1        | )        | 3         |          | 2              |            | (1        | )     | 84        |  
|                                          |           |          |           |           |           |           |           |       |                  |      |           |          |           |          |                |            |           |       |           |  
|Operating profit(a)(b)                    | 427       |          | 787       |           | 383       |           | 569       |       | 2 166            |      | 836       |          | 2 048     |          | 2 884          |            | 41        |       | 5 091     |  
|After
        charging:                   |           |          |           |           |           |           |           |       |                  |      |           |          |           |          |                |            |           |       |           |  
|Exceptional
        items                 | 8         |          | (161      | )         | (99       | )         | (237      | )     | (489             | )    | (64       | )        | (149      | )        | (213           | )          |          |       | (702      | )
|Amortisation
        of goodwill          |           |          |           |           |           |           |           |       |                  |      |           |          |           |          |                |            |           |       |           |  
|and
        intangible assets             | (1 064    | )        | (19       | )         | (120      | )         | (27       | )     | (1 230           | )    | (17       | )        | (13       | )        | (30            | )          | (1        | )     | (1 261    | )
|Share of operating profit                 |           |          |           |           |           |           |           |       |                  |      |           |          |           |          |                |            |           |       |           |  
|of associates                             |          |          |          |           |          |           |          |       |                 |      | 34        |          |          |          | 34             |            |          |       | 34        |  
|                                          |           |          |           |           |           |           |           |       |                  |      |           |          |           |          |                |            |           |       |           |  
|Net operating assets                      |           |          |           |           |           |           |           |       |                  |      |           |          |           |          |                |            |           |       |           |  
|2004                                      | 14 058    |          | 1 462     |           | 1 588     |           | 1 906     |       | 19
          014 |      | 736       |          | 1 032     |          | 1 768          |            | 129       |       | 20 911    |  
|2003                                      | 15 624    |          | 1 949     |           | 2 550     |           | 2 346     |       | 22 469           |      | 951       |          | 1 229     |          | 2 180          |            | 272       |       | 24 921    |  
|                                          |           |          |           |           |           |           |           |       |                  |      |           |          |           |          |                |            |           |       |           |  

|(a) | Please refer to footnote
        on page 102.
|--- | ---------------------------------------------
|(b) | Please refer to footnote
        on page 102.



Additional segmental information
      as required for US reporting

Segmental information is provided on the following
    pages in accordance with SFAS 131 on the basis of the product categories
    described on page 102.

Unilever has reviewed the extent of its business
    with major customers. As a result, Unilever has concluded that it has no
    major customers that would require separate disclosure during the reporting
    periods covered by this filing.

For management reporting purposes, Unilever
    uses a number of measures of segment performance at constant average rates
    of exchange (that is, the same rates as in the preceding year). The internal
    management measure of profit which is most consistent with operating profit
    reported in the accounts is Trading Result. This differs from
    operating profit, mainly because Trading Result includes a number of other
    adjustments, including the application of an inflation charge on working
    capital which is added back to arrive at operating profit, and certain other
    statistical items.



UnileverAnnual
    Report and Accounts 2004103

---



Back to Contents

Notes to the consolidated accounts
Unilever Group

1 Segmental information(continued)
Additional segmental information as required for US reporting(continued)

|                                 | € million |   | € million |   | € million |   | € million |   |  | € million |   |  | € million |   | € million |   |  | € million |   |  | € million  |   | € million |  
|-------------------------------- | --------- | - | --------- | - | --------- | - | --------- | - |  | --------- | - |  | --------- | - | --------- | - |  | --------- | - |  | ---------- | - | --------- | -
|                                 |           |   | Spreads   |   |           |   | Ice cream |   |  |           |   |  |           |   |           |   |  | Total     |   |  |            |   |           |  
|                                 | Savoury   |   | and       |   |           |   | and       |   |  |           |   |  |           |   |           |   |  | Home and  |   |  |            |   |           |  
|                                 | and       |   | cooking   |   |           |   | frozen    |   |  | Total     |   |  | Home      |   | Personal  |   |  | Personal  |   |  | Other      |   |           |  
|Analysis
          by operation  | dressings |   | products  |   | Beverages |   | foods     |   |  | Foods     |   |  | care      |   | care      |   |  | Care      |   |  | operations |   | Total     |  
|                                 |           |   |           |   |           |   |           |   |  |           |   |  |           |   |           |   |  |           |   |  |            |   |           |  
|2004                             |           |   |           |   |           |   |           |   |  |           |   |  |           |   |           |   |  |           |   |  |            |   |           |  
|Turnover                         |           |   |           |   |           |   |           |   |  |           |   |  |           |   |           |   |  |           |   |  |            |   |           |  
|At constant 2003 exchange rates  | 8 713     |   | 4 759     |   | 3 376     |   | 6 632     |   |  | 23 480    |   |  | 7 023     |   | 11 262    |   |  | 18 285    |   |  | 258        |   | 42 023    |  
|Exchange rate adjustments        | (316      | ) | (115      | ) | (170      | ) | (169      | ) |  | (770      | ) |  | (241      | ) | (626      | ) |  | (867      | ) |  | (20        | ) | (1 657    | )
|                                 |           |   |           |   |           |   |           |   |  |           |   |  |           |   |           |   |  |           |   |  |            |   |           |  
|At current 2004 exchange rates   | 8 397     |   | 4 644     |   | 3 206     |   | 6 463     |   |  | 22 710    |   |  | 6 782     |   | 10 636    |   |  | 17 418    |   |  | 238        |   | 40 366    |  
|                                 |           |   |           |   |           |   |           |   |  |           |   |  |           |   |           |   |  |           |   |  |            |   |           |  
|Trading result                   |           |   |           |   |           |   |           |   |  |           |   |  |           |   |           |   |  |           |   |  |            |   |           |  
|At constant 2003 exchange rates: |           |   |           |   |           |   |           |   |  |           |   |  |           |   |           |   |  |           |   |  |            |   |           |  
|Before exceptional items         | 1 616     |   | 817       |   | 484       |   | 850       |   |  | 3 767     |   |  | 812       |   | 2 001     |   |  | 2 813     |   |  | (19        | ) | 6 561     |  
|Exceptional items                | (267      | ) | (70       | ) | (73       | ) | (89       | ) |  | (499      | ) |  | (90       | ) | (208      | ) |  | (298      | ) |  | 7          |   | (790      | )
|                                 |           |   |           |   |           |   |           |   |  |           |   |  |           |   |           |   |  |           |   |  |            |   |           |  
|                                 | 1 349     |   | 747       |   | 411       |   | 761       |   |  | 3 268     |   |  | 722       |   | 1 793     |   |  | 2 515     |   |  | (12        | ) | 5 771     |  
|Exchange rate adjustments        | (55       | ) | (17       | ) | (24       | ) | (22       | ) |  | (118      | ) |  | (17       | ) | (106      | ) |  | (123)     |   |  | (1         | ) | (242      | )
|                                 |           |   |           |   |           |   |           |   |  |           |   |  |           |   |           |   |  |           |   |  |            |   |           |  
|At current 2004 exchange rates   | 1 294     |   | 730       |   | 387       |   | 739       |   |  | 3 150     |   |  | 705       |   | 1 687     |   |  | 2 392     |   |  | (13        | ) | 5 529     |  
|                                 |           |   |           |   |           |   |           |   |  |           |   |  |           |   |           |   |  |           |   |  |            |   |           |  
|Amortisation of goodwill         |           |   |           |   |           |   |           |   |  |           |   |  |           |   |           |   |  |           |   |  |            |   |           |  
|and intangible assets            |           |   |           |   |           |   |           |   |  |           |   |  |           |   |           |   |  |           |   |  |            |   | (1 086    | )
|Other adjustments(c)             |           |   |           |   |           |   |           |   |  |           |   |  |           |   |           |   |  |           |   |  |            |   | (988      | )
|                                 |           |   |           |   |           |   |           |   |  |           |   |  |           |   |           |   |  |           |   |  |            |   |           |  
|Operating profit                 |           |   |           |   |           |   |           |   |  |           |   |  |           |   |           |   |  |           |   |  |            |   | 3 455     |  
|                                 |           |   |           |   |           |   |           |   |  |           |   |  |           |   |           |   |  |           |   |  |            |   |           |  
|2003                             |           |   |           |   |           |   |           |   |  |           |   |  |           |   |           |   |  |           |   |  |            |   |           |  
|Turnover                         |           |   |           |   |           |   |           |   |  |           |   |  |           |   |           |   |  |           |   |  |            |   |           |  
|At constant 2002 exchange rates  | 9 482     |   | 5 419     |   | 4 052     |   | 7 517     |   |  | 26 470    |   |  | 8 034     |   | 12 784    |   |  | 20 818    |   |  | 412        |   | 47 700    |  
|Exchange rate adjustments        | (873)     |   | (391      | ) | (483      | ) | (523      | ) |  | (2 270)   |   |  | (804      | ) | (1 631    | ) |  | (2 435)   |   |  | (53        | ) | (4 758    | )
|                                 |           |   |           |   |           |   |           |   |  |           |   |  |           |   |           |   |  |           |   |  |            |   |           |  
|At current 2003 exchange rates   | 8 609     |   | 5 028     |   | 3 569     |   | 6 994     |   |  | 24 200    |   |  | 7 230     |   | 11 153    |   |  | 18 383    |   |  | 359        |   | 42 942    |  
|                                 |           |   |           |   |           |   |           |   |  |           |   |  |           |   |           |   |  |           |   |  |            |   |           |  
|Trading result                   |           |   |           |   |           |   |           |   |  |           |   |  |           |   |           |   |  |           |   |  |            |   |           |  
|At constant 2002 exchange rates: |           |   |           |   |           |   |           |   |  |           |   |  |           |   |           |   |  |           |   |  |            |   |           |  
|Before exceptional items         | 1 644     |   | 914       |   | 605       |   | 1 073     |   |  | 4 236     |   |  | 1 000     |   | 2 289     |   |  | 3 289     |   |  | (4         | ) | 7 521     |  
|Exceptional items                | (144)     |   | (4        | ) | (10       | ) | 32        |   |  | (126)     |   |  | (27       | ) | (110)     | ) |  | (137)     |   |  | 99         |   | (164      | )
|                                 |           |   |           |   |           |   |           |   |  |           |   |  |           |   |           |   |  |           |   |  |            |   |           |  
|                                 | 1 500     |   | 910       |   | 595       |   | 1 105     |   |  | 4 110     |   |  | 973       |   | 2 179     |   |  | 3 152     |   |  | 95         |   | 7 357     |  
|Exchange rate adjustments        | (131)     |   | (49       | ) | (78       | ) | (70       | ) |  | (328)     |   |  | (77       | ) | (291)     | ) |  | (368)     |   |  | (18        | ) | (714      | )
|                                 |           |   |           |   |           |   |           |   |  |           |   |  |           |   |           |   |  |           |   |  |            |   |           |  
|At current 2003 exchange rates   | 1 369     |   | 861       |   | 517       |   | 1 035     |   |  | 3 782     |   |  | 896       |   | 1 888     |   |  | 2 784     |   |  | 77         |   | 6 643     |  
|                                 |           |   |           |   |           |   |           |   |  |           |   |  |           |   |           |   |  |           |   |  |            |   |           |  
|Amortisation of goodwill         |           |   |           |   |           |   |           |   |  |           |   |  |           |   |           |   |  |           |   |  |            |   |           |  
|and intangible assets            |           |   |           |   |           |   |           |   |  |           |   |  |           |   |           |   |  |           |   |  |            |   | (1 143    | )
|Other adjustments                |           |   |           |   |           |   |           |   |  |           |   |  |           |   |           |   |  |           |   |  |            |   | 29        |  
|                                 |           |   |           |   |           |   |           |   |  |           |   |  |           |   |           |   |  |           |   |  |            |   |           |  
|Operating profit                 |           |   |           |   |           |   |           |   |  |           |   |  |           |   |           |   |  |           |   |  |            |   | 5 529     |  
|                                 |           |   |           |   |           |   |           |   |  |           |   |  |           |   |           |   |  |           |   |  |            |   |           |  
|2002                             |           |   |           |   |           |   |           |   |  |           |   |  |           |   |           |   |  |           |   |  |            |   |           |  
|Turnover                         |           |   |           |   |           |   |           |   |  |           |   |  |           |   |           |   |  |           |   |  |            |   |           |  
|At constant 2001 exchange rates  | 10 138    |   | 6 474     |   | 4 467     |   | 7 646     |   |  | 28 725    |   |  | 9 436     |   | 13 273    |   |  | 22 709    |   |  | 586        |   | 52 020    |  
|Exchange rate adjustments        | (635      | ) | (258      | ) | (252      | ) | (190      | ) |  | (1 335    | ) |  | (857      | ) | (1 028    | ) |  | (1 885    | ) |  | (40        | ) | (3 260    | )
|                                 |           |   |           |   |           |   |           |   |  |           |   |  |           |   |           |   |  |           |   |  |            |   |           |  
|At current 2002 exchange rates   | 9 503     |   | 6 216     |   | 4 215     |   | 7 456     |   |  | 27 390    |   |  | 8 579     |   | 12 245    |   |  | 20 824    |   |  | 546        |   | 48 760    |  
|                                 |           |   |           |   |           |   |           |   |  |           |   |  |           |   |           |   |  |           |   |  |            |   |           |  
|Trading result                   |           |   |           |   |           |   |           |   |  |           |   |  |           |   |           |   |  |           |   |  |            |   |           |  
|At constant 2001 exchange rates: |           |   |           |   |           |   |           |   |  |           |   |  |           |   |           |   |  |           |   |  |            |   |           |  
|Before exceptional items         | 1 588     |   | 1 022     |   | 641       |   | 945       |   |  | 4 196     |   |  | 989       |   | 2 344     |   |  | 3 333     |   |  | 19         |   | 7 548     |  
|Exceptional items                | (127      | ) | (160      | ) | (100      | ) | (226      | ) |  | (613      | ) |  | (74       | ) | (166      | ) |  | (240      | ) |  | 14         |   | (839      | )
|                                 |           |   |           |   |           |   |           |   |  |           |   |  |           |   |           |   |  |           |   |  |            |   |           |  
|                                 | 1 461     |   | 862       |   | 541       |   | 719       |   |  | 3 583     |   |  | 915       |   | 2 178     |   |  | 3 093     |   |  | 33         |   | 6 709     |  
|Exchange rate adjustments        | (80       | ) | (13       | ) | (31       | ) | (13       | ) |  | (137      | ) |  | (61       | ) | (180      | ) |  | (241      | ) |  | (3         | ) | (381      | )
|                                 |           |   |           |   |           |   |           |   |  |           |   |  |           |   |           |   |  |           |   |  |            |   |           |  
|At current 2002 exchange rates   | 1 381     |   | 849       |   | 510       |   | 706       |   |  | 3 446     |   |  | 854       |   | 1 998     |   |  | 2 852     |   |  | 30         |   | 6 328     |  
|                                 |           |   |           |   |           |   |           |   |  |           |   |  |           |   |           |   |  |           |   |  |            |   |           |  
|Amortisation of goodwill         |           |   |           |   |           |   |           |   |  |           |   |  |           |   |           |   |  |           |   |  |            |   |           |  
|and intangible assets            |           |   |           |   |           |   |           |   |  |           |   |  |           |   |           |   |  |           |   |  |            |   | (1 261    | )
|Other adjustments                |           |   |           |   |           |   |           |   |  |           |   |  |           |   |           |   |  |           |   |  |            |   | 24        |  
|                                 |           |   |           |   |           |   |           |   |  |           |   |  |           |   |           |   |  |           |   |  |            |   |           |  
|Operating profit                 |           |   |           |   |           |   |           |   |  |           |   |  |           |   |           |   |  |           |   |  |            |   | 5 091     |  
|                                 |           |   |           |   |           |   |           |   |  |           |   |  |           |   |           |   |  |           |   |  |            |   |          

|(c) | In 2004 includes €591 million relating to impairment ofSlimFastgoodwill and a €169 million provision against a potential tax liability in Brazil.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------

104UnileverAnnual Report and Accounts 2004

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Back to Contents

Notes to the consolidated accounts
Unilever Group

1 Segmental information(continued)Additional segmental information as required for US reporting(continued)

|                                          | € million |   | € million |   | € million |   | € million |   |  | € million |   |  | € million |   | € million |   |  | € million |   |  | € million  |   | € million |  
|----------------------------------------- | --------- | - | --------- | - | --------- | - | --------- | - |  | --------- | - |  | --------- | - | --------- | - |  | --------- | - |  | ---------- | - | --------- | -
|                                          |           |   | Spreads   |   |           |   | Ice cream |   |  |           |   |  |           |   |           |   |  | Total     |   |  |            |   |           |  
|                                          | Savoury   |   | and       |   |           |   | and       |   |  |           |   |  |           |   |           |   |  | Home and  |   |  |            |   |           |  
|                                          | and       |   | cooking   |   |           |   | frozen    |   |  | Total     |   |  | Home      |   | Personal  |   |  | Personal  |   |  | Other      |   |           |  
|Analysis by operation                     | dressings |   | products  |   | Beverages |   | foods     |   |  | Foods     |   |  | care      |   | care      |   |  | Care      |   |  | operations |   | Total     |  
|                                          |           |   |           |   |           |   |           |   |  |           |   |  |           |   |           |   |  |           |   |  |            |   |           |  
|Depreciation, amortisation and impairment
|2004                                      |           |   |           |   |           |   |           |   |  |           |   |  |           |   |           |   |  |           |   |  |            |   |           |  
|At constant 2003 exchange rates           | 1 245     |   | 178       |   | 926       |   | 270       |   |  | 2 619     |   |  | 150       |   | 215       |   |  | 365       |   |  | 26         |   | 3 010     |  
|Exchange rate adjustments                 | (42       | ) | (8        | ) | (78       | ) | (7        | ) |  | (135      | ) |  | (5        | ) | (10       | ) |  | (15       | ) |  | (1         | ) | (151      | )
|                                          |           |   |           |   |           |   |           |   |  |           |   |  |           |   |           |   |  |           |   |  |            |   |           |  
|At current 2004 exchange rates            | 1 203     |   | 170       |   | 848       |   | 263       |   |  | 2 484     |   |  | 145       |   | 205       |   |  | 350       |   |  | 25         |   | 2 859     |  
|                                          |           |   |           |   |           |   |           |   |  |           |   |  |           |   |           |   |  |           |   |  |            |   |           |  
|2003                                      |           |   |           |   |           |   |           |   |  |           |   |  |           |   |           |   |  |           |   |  |            |   |           |  
|At constant 2002 exchange rates           | 1 243     |   | 194       |   | 206       |   | 267       |   |  | 1 910     |   |  | 149       |   | 203       |   |  | 352       |   |  | 24         |   | 2 286     |  
|Exchange rate adjustments                 | (124      | ) | (22       | ) | (33       | ) | (20       | ) |  | (199      | ) |  | (17       | ) | (25       | ) |  | (42       | ) |  | (7         | ) | (248      | )
|                                          |           |   |           |   |           |   |           |   |  |           |   |  |           |   |           |   |  |           |   |  |            |   |           |  
|At current 2003 exchange rates            | 1 119     |   | 172       |   | 173       |   | 247       |   |  | 1 711     |   |  | 132       |   | 178       |   |  | 310       |   |  | 17         |   | 2 038     |  
|                                          |           |   |           |   |           |   |           |   |  |           |   |  |           |   |           |   |  |           |   |  |            |   |           |  
|2002                                      |           |   |           |   |           |   |           |   |  |           |   |  |           |   |           |   |  |           |   |  |            |   |           |  
|At constant 2001 exchange rates           | 1 370     |   | 187       |   | 227       |   | 298       |   |  | 2 082     |   |  | 442       |   | 242       |   |  | 684       |   |  | 19         |   | 2 785     |  
|Exchange rate adjustments                 | (105      | ) | (9        | ) | (18       | ) | (11       | ) |  | (143      | ) |  | (40       | ) | (20       | ) |  | (60       | ) |  |           |   | (203      | )
|                                          |           |   |           |   |           |   |           |   |  |           |   |  |           |   |           |   |  |           |   |  |            |   |           |  
|At current 2002 exchange rates            | 1 265     |   | 178       |   | 209       |   | 287       |   |  | 1 939     |   |  | 402       |   | 222       |   |  | 624       |   |  | 19         |   | 2 582     |  
|                                          |           |   |           |   |           |   |           |   |  |           |   |  |           |   |           |   |  |           |   |  |            |   |           |  
|Capital expenditure                       |           |   |           |   |           |   |           |   |  |           |   |  |           |   |           |   |  |           |   |  |            |   |           |  
|2004                                      |           |   |           |   |           |   |           |   |  |           |   |  |           |   |           |   |  |           |   |  |            |   |           |  
|At constant 2003 exchange rates           | 193       |   | 90        |   | 63        |   | 202       |   |  | 548       |   |  | 161       |   | 323       |   |  | 484       |   |  | 12         |   | 1 044     |  
|Exchange rate adjustments                 | (8        | ) | (2        | ) | (3        | ) | (3        | ) |  | (16       | ) |  | (5        | ) | (17       | ) |  | (22       | ) |  | (1         | ) | (39       | )
|                                          |           |   |           |   |           |   |           |   |  |           |   |  |           |   |           |   |  |           |   |  |            |   |           |  
|At current 2004 exchange rates            | 185       |   | 88        |   | 60        |   | 199       |   |  | 532       |   |  | 156       |   | 306       |   |  | 462       |   |  | 11         |   | 1 005     |  
|                                          |           |   |           |   |           |   |           |   |  |           |   |  |           |   |           |   |  |           |   |  |            |   |           |  
|2003                                      |           |   |           |   |           |   |           |   |  |           |   |  |           |   |           |   |  |           |   |  |            |   |           |  
|At constant 2002 exchange rates           | 213       |   | 123       |   | 91        |   | 234       |   |  | 661       |   |  | 184       |   | 282       |   |  | 466       |   |  | 23         |   | 1 150     |  
|Exchange rate adjustments                 | (23       | ) | (9        | ) | (13       | ) | (14       | ) |  | (59       | ) |  | (19       | ) | (31       | ) |  | (50       | ) |  | (3         | ) | (112      | )
|                                          |           |   |           |   |           |   |           |   |  |           |   |  |           |   |           |   |  |           |   |  |            |   |           |  
|At current 2003 exchange rates            | 190       |   | 114       |   | 78        |   | 220       |   |  | 602       |   |  | 165       |   | 251       |   |  | 416       |   |  | 20         |   | 1 038     |  
|                                          |           |   |           |   |           |   |           |   |  |           |   |  |           |   |           |   |  |           |   |  |            |   |           |  
|2002                                      |           |   |           |   |           |   |           |   |  |           |   |  |           |   |           |   |  |           |   |  |            |   |           |  
|At constant 2001 exchange rates           | 216       |   | 171       |   | 178       |   | 280       |   |  | 845       |   |  | 231       |   | 274       |   |  | 505       |   |  | 30         |   | 1 380     |  
|Exchange rate adjustments                 | (14       | ) | (5        | ) | (11       | ) | (10       | ) |  | (40       | ) |  | (16       | ) | (23       | ) |  | (39       | ) |  | (3         | ) | (82       | )
|                                          |           |   |           |   |           |   |           |   |  |           |   |  |           |   |           |   |  |           |   |  |            |   |           |  
|At current 2002 exchange rates            | 202       |   | 166       |   | 167       |   | 270       |   |  | 805       |   |  | 215       |   | 251       |   |  | 466       |   |  | 27         |   | 1 298     |  
|                                          |           |   |           |   |           |   |           |   |  |           |   |  |           |   |           |   |  |           |   |  |            |   |           |  
|Total assets                              |           |   |           |   |           |   |           |   |  |           |   |  |           |   |           |   |  |           |   |  |            |   |           |  
|2004                                      |           |   |           |   |           |   |           |   |  |           |   |  |           |   |           |   |  |           |   |  |            |   |           |  
|Total assets by operation                 | 16 332    |   | 2 517     |   | 2 325     |   | 3 383     |   |  | 24 557    |   |  | 2 738     |   | 3 693     |   |  | 6 431     |   |  | 217        |   | 31 205    |  
|Corporate                                 |           |   |           |   |           |   |           |   |  |           |   |  |           |   |           |   |  |           |   |  |            |   | 2 670     |  
|                                          |           |   |           |   |           |   |           |   |  |           |   |  |           |   |           |   |  |           |   |  |            |   |           |  
|                                          |           |   |           |   |           |   |           |   |  |           |   |  |           |   |           |   |  |           |   |  |            |   | 33 875    |  
|                                          |           |   |           |   |           |   |           |   |  |           |   |  |           |   |           |   |  |           |   |  |            |   |           |  
|2003                                      |           |   |           |   |           |   |           |   |  |           |   |  |           |   |           |   |  |           |   |  |            |   |           |  
|Total assets by operation                 | 18 050    |   | 2 806     |   | 3 044     |   | 3 573     |   |  | 27 473    |   |  | 2 904     |   | 3 771     |   |  | 6 675     |   |  | 431        |   | 34 579    |  
|Corporate                                 |           |   |           |   |           |   |           |   |  |           |   |  |           |   |           |   |  |           |   |  |            |   | 3 389     |  
|                                          |           |   |           |   |           |   |           |   |  |           |   |  |           |   |           |   |  |           |   |  |            |   |           |  
|                                          |           |   |           |   |           |   |           |   |  |           |   |  |           |   |           |   |  |           |   |  |            |   | 37 968    |  
|                                          |           |   |           |   |           |   |           |   |  |           |   |  |           |   |           |   |  |           |   |  |            |   |           |  

UnileverAnnual
Report and Accounts 2004105

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Notes to the consolidated accounts
Unilever Group

1 Segmental information(continued)

|                                                 | € million |   | € million |   | € million   |   | € million |   | € million |   | € million |  
|------------------------------------------------ | --------- | - | --------- | - | ----------- | - | --------- | - | --------- | - | --------- | -
|                                                 |           |   |           |   | Africa,     |   |           |   |           |   |           |  
|                                                 |           |   | North     |   | Middle East |   | Asia &    |   | Latin     |   |           |  
|Analysis
          by geographical area          | Europe    |   | America   |   | & Turkey    |   | Pacific   |   | America   |   | Total     |  
|                                                 |           |   |           |   |             |   |           |   |           |   |           |  
|2004                                             |           |   |           |   |             |   |           |   |           |   |           |  
|Turnover(d)                                      | 17 409    |   | 8 992     |   | 3 274       |   | 6 474     |   | 4 217     |   | 40 366    |  
|Less: Share of turnover of joint ventures        | (95       | ) | (84       | ) | (11         | ) | (2        | ) | (5        | ) | (197      | )
|                                                 |           |   |           |   |             |   |           |   |           |   |           |  
|Group turnover(d)                                | 17 314    |   | 8 908     |   | 3 263       |   | 6 472     |   | 4 212     |   | 40 169    |  
|                                                 |           |   |           |   |             |   |           |   |           |   |           |  
|Group operating profit                           | 1 827     |   | 259       |   | 302         |   | 665       |   | 358       |   | 3 411     |  
|After charging:                                  |           |   |           |   |             |   |           |   |           |   |           |  
|Exceptional items                                | (523      | ) | (713      | ) | (77         | ) | (97       | ) | (185      | ) | (1 595    | )
|Amortisation of goodwill and intangible assets   | (499      | ) | (383      | ) | (18         | ) | (40       | ) | (146      | ) | (1 086    | )
|Add: Share of operating profit of joint ventures | 13        |   | 27        |   | 2           |   |          |   | 2         |   | 44        |  
|                                                 |           |   |           |   |             |   |           |   |           |   |           |  
|Operating profit(e)(f)                           | 1 840     |   | 286       |   | 304         |   | 665       |   | 360       |   | 3 455     |  
|After charging:                                  |           |   |           |   |             |   |           |   |           |   |           |  
|Exceptional items                                | (525      | ) | (713      | ) | (77         | ) | (97       | ) | (185      | ) | (1 597    | )
|Amortisation of goodwill and intangible assets   | (499      | ) | (383      | ) | (18         | ) | (40       | ) | (146      | ) | (1 086    | )
|Share of operating profit of associates          | 19        |   | 11        |   | 3           |   | 6         |   | 3         |   | 42        |  
|                                                 |           |   |           |   |             |   |           |   |           |   |           |  
|2003                                             |           |   |           |   |             |   |           |   |           |   |           |  
|Turnover(d)                                      | 18 297    |   | 9 869     |   | 3 302       |   | 7 094     |   | 4 380     |   | 42 942    |  
|Less: Share of turnover of joint ventures        | (89       | ) | (95       | ) | (26         | ) | (31       | ) | (8        | ) | (249      | )
|                                                 |           |   |           |   |             |   |           |   |           |   |           |  
|Group turnover(d)                                | 18 208    |   | 9 774     |   | 3 276       |   | 7 063     |   | 4 372     |   | 42 693    |  
|                                                 |           |   |           |   |             |   |           |   |           |   |           |  
|Group operating profit                           | 2 563     |   | 1 071     |   | 419         |   | 1 072     |   | 358       |   | 5 483     |  
|After charging:                                  |           |   |           |   |             |   |           |   |           |   |           |  
|Exceptional items                                | 52        |   | (139      | ) | 6           |   | 88        |   | (104      | ) | (97       | )
|Amortisation of goodwill and intangible assets   | (505      | ) | (419      | ) | (22         | ) | (37       | ) | (156      | ) | (1 139    | )
|Add: Share of operating profit of joint ventures | 13        |   | 30        |   | 3           |   |          |   |          |   | 46        |  
|                                                 |           |   |           |   |             |   |           |   |           |   |           |  
|Operating profit(e)(f)                           | 2 576     |   | 1 101     |   | 422         |   | 1 072     |   | 358       |   | 5 529     |  
|After charging:                                  |           |   |           |   |             |   |           |   |           |   |           |  
|Exceptional items                                | 49        |   | (139      | ) | 6           |   | 88        |   | (104      | ) | (100      | )
|Amortisation of goodwill and intangible assets   | (505      | ) | (420      | ) | (22         | ) | (40       | ) | (156      | ) | (1 143    | )
|Share of operating profit of associates          | 11        |   | 8         |   |            |   | 4         |   | 2         |   | 25        |  
|                                                 |           |   |           |   |             |   |           |   |           |   |           |  
|2002                                             |           |   |           |   |             |   |           |   |           |   |           |  
|Turnover(d)                                      | 19 657    |   | 12 568    |   | 3 225       |   | 7 865     |   | 5 445     |   | 48 760    |  
|Less: Share of turnover of joint ventures        | (84       | ) | (122      | ) | (86         | ) | (186      | ) | (12       | ) | (490      | )
|                                                 |           |   |           |   |             |   |           |   |           |   |           |  
|Group turnover(d)                                | 19 573    |   | 12 446    |   | 3 139       |   | 7 679     |   | 5 433     |   | 48 270    |  
|                                                 |           |   |           |   |             |   |           |   |           |   |           |  
|Group operating profit                           | 1 598     |   | 1 541     |   | 282         |   | 1 081     |   | 505       |   | 5 007     |  
|After charging:                                  |           |   |           |   |             |   |           |   |           |   |           |  
|Exceptional items                                | (621      | ) | (3        | ) | (39         | ) | 14        |   | (58       | ) | (707      | )
|Amortisation of goodwill and intangible assets   | (511      | ) | (494      | ) | (16         | ) | (17       | ) | (207      | ) | (1 245    | )
|Add: Share of operating profit of joint ventures | 22        |   | 32        |   | 9           |   | 21        |   |          |   | 84        |  
|                                                 |           |   |           |   |             |   |           |   |           |   |           |  
|Operating profit(e)(f)                           | 1 620     |   | 1 573     |   | 291         |   | 1 102     |   | 505       |   | 5 091     |  
|After charging:                                  |           |   |           |   |             |   |           |   |           |   |           |  
|Exceptional items                                | (615      | ) | (3        | ) | (39         | ) | 13        |   | (58       | ) | (702      | )
|Amortisation of goodwill and intangible assets   | (511      | ) | (494      | ) | (19         | ) | (30       | ) | (207      | ) | (1 261    | )
|Share of operating profit of associates          | 12        |   | 14        |   | 1           |   | 5         |   | 2         |   | 34        |  
|                                                 |           |   |           |   |             |   |           |   |           |   |           |  
|                                                 |           |   |           |   |             |   |           |   |           |   |           |  
|Net operating assets                             |           |   |           |   |             |   |           |   |           |   |           |  
|2004                                             | 9 748     |   | 6 031     |   | 1 111       |   | 1 183     |   | 2 838     |   | 20 911    |  
|2003                                             | 11 306    |   | 7 750     |   | 1 236       |   | 1 346     |   | 3 283     |   | 24 921    |  
|                                                 |           |   |           |   |             |   |           |   |           |   |           |  

|(d) | The analysis of turnover by geographical area is stated on the basis of origin. Turnover on a destination basis would not be materially different. Inter-segment sales between geographical areas and
between product categories as on page 102 are not material.                                                                                                                  
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(e) | In 2004 the Groups share of amortisation of goodwill and intangible assets in joint ventures was € nil (2003: €(4) million;2002: €(16)
million), of which € nil (2003: €(1) million; 2002: € nil) arose in North America, € nil (2003: € nil; 2002: €(3) million) arose in Africa, Middle East and Turkey and € nil (2003: €(3) million; 2002:
€(13) million) in Asia and Pacific.
|(f) | In 2004 the Groups share of exceptional items in joint ventures was €(2) million (2003: €(3) million; 2002: €5 million), of which €(2) million (2003: €(3) million;
2002: €6 million) arose in Europe and € nil (2003: € nil; 2002: €(1) million) arose in Asia and Pacific.                                                                                                      

106UnileverAnnual Report and Accounts 2004

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Notes to the consolidated accounts
Unilever Group

|1 Segmental information (continued)                           |             |   |           |   |           |   |           |  
|------------------------------------------------------------- | ----------- | - | --------- | - | --------- | - | --------- | -
|                                                              |             |   |           |   |           |   |           |  
|Additional segmental information as required for US reporting |             |   |           |   |           |   |           |  
|                                                              | € million   |   | € million |   | € million |   | € million |  
|                                                              | United      |   |           |   |           |   |           |  
|                                                              | Kingdom &   |   | United    |   |           |   |           |  
|Analysis by geographical
          area(g)(h)                 | Netherlands |   | States    |   | Other     |   | Total     |  
|                                                             
|Turnover                                                      |             |   |           |   |           |   |           |  
|2004                                                          |             |   |           |   |           |   |           |  
|At constant 2003 exchange rates                               | 4 574       |   | 8 950     |   | 28 499    |   | 42 023    |  
|Exchange rate adjustments                                     | 65          |   | (810      | ) | (912      | ) | (1 657    | )
|                                                              |             |   |           |   |           |   |           |  
|At current 2004 exchange rates                                | 4 639       |   | 8 140     |   | 27 587    |   | 40 366    |  
|                                                              |             |   |           |   |           |   |           |  
|2003                                                          |             |   |           |   |           |   |           |  
|At constant 2002 exchange rates                               | 5 229       |   | 10 733    |   | 31 738    |   | 47 700    |  
|Exchange rate adjustments                                     | (361        | ) | (1 772    | ) | (2 625    | ) | (4 758    | )
|                                                              |             |   |           |   |           |   |           |  
|At current 2003 exchange rates                                | 4 868       |   | 8 961     |   | 29 113    |   | 42 942    |  
|                                                              |             |   |           |   |           |   |           |  
|2002                                                          |             |   |           |   |           |   |           |  
|At constant 2001 exchange rates                               | 5 444       |   | 12 120    |   | 34 456    |   | 52 020    |  
|Exchange rate adjustments                                     | (38         | ) | (578      | ) | (2 644    | ) | (3 260    | )
|                                                              |             |   |           |   |           |   |           |  
|At current 2002 exchange rates                                | 5 406       |   | 11 542    |   | 31 812    |   | 48 760    |  
|                                                             
|Tangible fixed assets                                         |             |   |           |   |           |   |           |  
|2004                                                          | 1 050       |   | 1 062     |   | 4 159     |   | 6 271     |  
|2003                                                          | 1 145       |   | 1 260     |   | 4 250     |   | 6 655     |  
|                                                             

|(g) | The analysis of turnover by geographical area is stated on the basis of origin. Turnover on a destination basis would not be materially different. Inter-segment sales between geographical areas and
between product categories are not material.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(h) | For the United Kingdom and the Netherlands, the combined operating profit was €622 million (2003: €918 million; 2002: €750 million).                                                                                                              

UnileverAnnual Report and Accounts 2004107

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Notes to the consolidated accounts
Unilever Group

2 Operating costs

|                                                                 | € million |   | € million |   | € million |  
|---------------------------------------------------------------- | --------- | - | --------- | - | --------- | -
|                                                                 | 2004      |   | 2003      |   | 2002      |  
|                                                                 |           |   |           |   |           |  
|Cost of sales                                                    | (20 011   | ) | (21 192   | ) | (24 049   | )
|Distribution and selling costs                                   | (9 534    | ) | (10 096   | ) | (12 185   | )
|Administrative expenses(a)                                       | (7 213    | ) | (5 922    | ) | (7 029    | )
|                                                                 |           |   |           |   |           |  
|Operating costs                                                  | (36 758   | ) | (37 210   | ) | (43 263   | )
|                                                                 |           |   |           |   |           |  
|Operating costs include:                                         |           |   |           |   |           |  
|Staff costs3                                                     | (5 975    | ) | (6 225    | ) | (7 042    | )
|Raw materials and packaging                                      | (15 143   | ) | (15 874   | ) | (18 086   | )
|Amortisation of goodwill and intangible assets                   | (1 086    | ) | (1 139    | ) | (1 245    | )
|Impairment of goodwill and intangible assets(b)                  | (777      | ) |          |   |          |  
|Depreciation of tangible fixed assets(c)(d)                      | (996      | ) | (899      | ) | (1 337    | )
|Advertising and promotions                                       | (5 704    | ) | (6 069    | ) | (6 839    | )
|Research and development                                         | (1 040    | ) | (1 065    | ) | (1 166    | )
|Remuneration of auditors:(e)                                     |           |   |           |   |           |  
|Statutory audit fees                                             | (13       | ) | (13       | ) | (15       | )
|Other audit services                                             | (1        | ) | (2        | ) | (2        | )
|Other payments to PricewaterhouseCoopers for non-audit services: |           |   |           |   |           |  
|Audit-related services                                           | (4        | ) | (1        | ) | (10       | )
|Tax(f)                                                           | (4        | ) | (14       | ) | (6        | )
|General consulting                                               |          |   | (2        | ) | (16       | )
|Other services                                                   | (2        | ) | (1        | ) | (1        | )
|Operating lease rentals:                                         |           |   |           |   |           |  
|Minimum lease payments                                           | (421      | ) | (413      | ) | (503      | )
|Contingent lease payments                                        | (5        | ) | (3        | ) | (15       | )
|                                                                 |           |   |           |   |           |  
|                                                                 | (426      | ) | (416      | ) | (518      | )
|Less: Sub-lease income                                           | 9         |   | 8         |   | 8         |  
|                                                                 |           |   |           |   |           |  
|                                                                 | (417      | ) | (408      | ) | (510      | )
|                                                                 |           |   |           |   |           |  
|of which:                                                        |           |   |           |   |           |  
|Plant and machinery                                              | (108      | ) | (113      | ) | (141      | )
|Other                                                            | (309      | ) | (295      | ) | (369      | )
|                                                                 |           |   |           |   |           |  

|(a) | Includes amortisation and impairment of goodwill and intangible assets.                                                    
|--- | ---------------------------------------------------------------------------------------------------------------------------
|(b) | Includes exceptional amount of €(724) million in 2004.                                                                     
|(c) | Includes exceptional amount of €(131) million in 2004, €(50) million in 2003 and €(256) million in 2002.                   
|(d) | Includes €(30) million in 2004 for tangible fixed assets under finance leases.                                             
|(e) | A description of the services we allow our auditors to perform is given within the Corporate governance section on page 67.
|(f) | Includes €(10) million in 2003 for fees in respect of a prior year tax settlement.                                         

3 Staff costs and employees

|                                              | € million |   | € million |   | € million |  
|--------------------------------------------- | --------- | - | --------- | - | --------- | -
|                                              | 2004      |   | 2003      |   | 2002      |  
|                                              |           |   |           |   |           |  
|Remuneration of employees                     | (4 609    | ) | (4 895    | ) | (5 748    | )
|Emoluments of Executive Directors             | (12       | ) | (11       | ) | (17       | )
|Pensions and other post-employment benefits18 | (445      | ) | (430      | ) | (351      | )
|Social security costs                         | (691      | ) | (681      | ) | (741      | )
|Share option costs30                          | (218      | ) | (208      | ) | (185      | )
|                                              |           |   |           |   |           |  
|Total staff costs                             | (5 975    | ) | (6 225    | ) | (7 042    | )
|                                              |           |   |           |   |           |  
|                                             

Details of the remuneration of Directors are given in the auditable part of the Remuneration report as defined on page 89.

|The average number of employees during the year was: |      |  |      |  |      | 
|---------------------------------------------------- | ---- |  | ---- |  | ---- | 
|                                                     | 000 |  | 000 |  | 000 | 
|                                                     | 2004 |  | 2003 |  | 2002 | 
|                                                     |      |  |      |  |      | 
|Europe                                               | 53   |  | 57   |  | 65   | 
|North America                                        | 18   |  | 20   |  | 22   | 
|Africa, Middle East and Turkey                       | 52   |  | 53   |  | 52   | 
|Asia and Pacific                                     | 74   |  | 79   |  | 84   | 
|Latin America                                        | 30   |  | 31   |  | 35   | 
|                                                     |      |  |      |  |      | 
|Total                                                | 227  |  | 240  |  | 258  | 
|                                                     |      |  |      |  |      | 
|                                                    

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Notes to the consolidated accounts
Unilever Group

|                             |           |   |          |   |          |  
|---------------------------- | --------- | - | -------- | - | -------- | -
|4 Exceptional items          |           |   |          |   |          |  
|                             | € million |   | €million |   | €million |  
|                             | 2004      |   | 2003     |   | 2002     |  
|                             |           |   |          |   |          |  
|Included in operating profit |           |   |          |   |          |  
|Restructuring                | (860      | ) | (470     | ) | (1 141   | )
|Business disposals           | 156       |   | 385      |   | 363      |  
|Impairment of goodwill       | (724      | ) | (11      | ) | (22      | )
|Other                        | (169      | ) | (4       | ) | 98       |  
|                             |           |   |          |   |          |  
|Total                        | (1 597    | ) | (100     | ) | (702     | )
|                             |          



Exceptional items are those items within ordinary activities which, because of their size or nature, are disclosed to give a proper understanding of the underlying result for the period. These include restructuring
charges in connection with reorganising businesses (comprising impairment of fixed assets, costs of severance, and other costs directly attributable to the restructuring), and profits and losses on disposal of businesses. United Kingdom FRS 3 would
require profits and losses on disposal of most businesses to be excluded from operating profit. However, because the business disposals above and the restructuring costs are part of a series of linked initiatives under the Path to Growth strategy,
separate presentation would not give a true and fair view and therefore we have included all exceptional items arising from these initiatives on a single line in operating profit. Costs associated with restructuring, such as training, are recognised
as they arise and are not treated as exceptional.

Restructuring charges and business disposals relate primarily to a series of linked initiatives (the Path to Growth), announced on 22 February 2000 to align the organisation behind plans for accelerating growth and expanding margins and to restructuring arising from the integration of Bestfoods. The total net cost of these programmes has been
€6.4 billion over five years, most of which has been exceptional restructuring costs (€5.4 billion).

In 2004, €0.9 billion of net costs were included in Path to Growth programmes, of which €0.8 billion is exceptional.

Goodwill impairment includes a charge of €591 million taken for the impairment of goodwill forSlimFast. Details of the impairment are included in Note 9 Goodwill and intangible assets on page 113. An additional goodwill impairment charge has been made for businesses in advance of
planned disposals.

Other exceptional items in 2004 represent a charge of €169 million relating to the potential repayment of certain sales tax credits in Brazil.

In 2003, €0.3 billion of net costs were incurred under Path to Growth programmes, of which a net €0.1 billion was exceptional.

In 2002, exceptional items included €1.1 billion of Path to Growth net costs. Other exceptional items in 2002 included the release of provisions (€98 million) against environmental exposures when events
showed that the provisions were no longer required. These provisions were originally recorded on the acquisition of the Bestfoods business.

Information relating to the cash flows arising from restructuring is given in note 20 on page 130. Information relating to business disposals is given in note 26 on page 135.

5 Interest

|                                                | € million |   | € million |   | €million |  
|----------------------------------------------- | --------- | - | --------- | - | -------- | -
|                                                | 2004      |   | 2003      |   | 2002     |  
|                                                |           |   |           |   |          |  
|Total interest payable and similar charges      | (768      | ) | (1 173    | ) | (1 446   | )
|                                                |           |   |           |   |          |  
|Group interest payable and similar charges:     |           |   |           |   |          |  
|Bank loans and overdrafts                       | (109      | ) | (158      | ) | (186     | )
|Bonds and other loans                           | (612      | ) | (965      | ) | (1 228   | )
|Share of interest payable of joint ventures     | (1        | ) | (2        | ) | (5       | )
|Share of interest payable of associates         | (46       | ) | (48       | ) | (27      | )
|                                                |           |   |           |   |          |  
|Group interest receivable and similar income(a) | 145       |   | 320       |   | 247      |  
|Exchange differences                            | (5        | ) | 6         |   | 26       |  
|                                                |           |   |           |   |          |  
|Total net interest                              | (628      | ) | (847      | ) | (1 173   | )
|                                                |          

|(a)                                                                                                                                      | Includes in 2003 one-off credits of €23 million in respect of profit on the sale of the JohnsonDiversey senior discount note and €13 million in respect of the early termination of an
interest rate swap.
|---------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                        
|Other finance income/(cost) in respect of pensions and similar obligations is not included above but is analysed in note 18 on page 125.

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Notes to the consolidated accounts
Unilever Group

6 Taxation on profit on ordinary activities

|                                                                           | € million |   | €million |   | €million |  
|-------------------------------------------------------------------------- | --------- | - | -------- | - | -------- | -
|                                                                           | 2004      |   | 2003     |   | 2002     |  
|                                                                           |           |   |          |   |          |  
|Parent and group companies                                                 | (777      | ) | (1 529   | ) | (1 582   | )
|Joint ventures                                                             | (4        | ) | (5       | ) | (19      | )
|Associates                                                                 | (1        | ) | 7        |   | (4       | )
|                                                                           |           |   |          |   |          |  
|Total                                                                      | (782      | ) | (1 527   | ) | (1 605   | )
|                                                                           |           |   |          |   |          |  
|Of which adjustments to previous years:                                    |           |   |          |   |          |  
|United Kingdom taxes                                                       | 47        |   | 46       |   | 11       |  
|Other taxes                                                                | 274       |   | 167      |   | 245      |  
|                                                                           |           |   |          |   |          |  
|                                                                           |           |   |          |   |          |  
|United Kingdom Corporation Tax at 30.0%                                    | (231      | ) | (346     | ) | (161     | )
|less: double tax relief                                                    | 132       |   | 191      |   | 66       |  
|                                                                           |           |   |          |   |          |  
|United Kingdom taxes                                                       | (99       | ) | (155     | ) | (95      | )
|Non-United Kingdom taxes                                                   | (678      | ) | (1 374   | ) | (1 487   | )
|                                                                           |           |   |          |   |          |  
|                                                                           | (777      | ) | (1 529   | ) | (1 582   | )
|                                                                           |           |   |          |   |          |  
|Tax credit on exceptional items included
        above amounted to         | 521       |   | 94       |   | 180      |  
|                                                                           |           |   |          |   |          |  
|Deferred taxation has been included on
        a full provision basis for: |           |   |          |   |          |  
|Accelerated depreciation                                                   | 72        |   | 18       |   | 50       |  
|Amortisation and impairment
        of                                     |           |   |          |   |          |  
|goodwill and intangibles                                                   | 220       |   | (41      | ) | (42      | )
|Pensions and similar
        obligations                                   | (82       | ) | 42       |   | (67      | )
|Other                                                                      | 301       |   | (239     | ) | 284      |  
|                                                                           |           |   |          |   |          |  
|                                                                           | 511       |   | (220     | ) | 225      |  
|                                                                           |           |   |          |   |          |  
|Of which: United Kingdom deferred taxes                                    | 12        |   | 23       |   | 31       |  
|Non-United
        Kingdom deferred taxes                                  | 499       |   | (243     | ) | 194      |  
|                                                                           |          



|                                                         | %    |   | %    |   | %    |  
|-------------------------------------------------------- | ---- | - | ---- | - | ---- | -
|                                                         | 2004 |   | 2003 |   | 2002 |  
|                                                         |      |   |      |   |      |  
|Computed rate of tax (see below)                         | 32   |   | 32   |   | 34   |  
|Differences due to:                                      |      |   |      |   |      |  
|Other rates applicable
        to non-European countries | (2   | ) | 1    |   | 3    |  
|Incentive tax credits                                    | (6   | ) | (2   | ) | (3   | )
|Withholding tax on dividends                             | 2    |   | 1    |   | 2    |  
|Adjustments to previous
        years                    | (11  | ) | (5   | ) | (6   | )
|Non-deductible goodwill
        amortisation             | 12   |   | 7    |   | 9    |  
|Other                                                    | 1    |   |     |   | 1    |  
|                                                         |      |   |      |   |      |  
|Actual rate of tax (current and deferred)                | 28   |   | 34   |   | 40   |  
|Actual rate of deferred tax for:                         |      |   |      |   |      |  
|Accelerated depreciation                                 | 2    |   |     |   | 1    |  
|Other                                                    | 16   |   | (5   | ) | 4    |  
|                                                         |      |   |      |   |      |  
|Actual rate of current tax                               | 46   |   | 29   |   | 45   |  
|                                                         |     



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Notes to the consolidated accounts
Unilever Group

6 Taxation on profit on ordinary activities(continued)

The total charge in future periods will be affected by any changes to the corporate tax rates in force in the countries in which the Group operates. The current tax charges will also be affected by changes in the
excess of tax depreciation over book depreciation and the use of tax credits.

Analyses of European and non-European profit on ordinary activities before taxation, and of the actual taxation charge thereon, are as follows:

|                                              | € million |   | € million |   | € million |  
|--------------------------------------------- | --------- | - | --------- | - | --------- | -
|                                              | 2004      |   | 2003      |   | 2002      |  
|                                              |           |   |           |   |           |  
|Profit on ordinary activities before taxation |           |   |           |   |           |  
|Europe:                                       |           |   |           |   |           |  
|Parent and group companies                    | 1 967     |   | 2 586     |   | 2 077     |  
|Joint ventures                                | 10        |   | 11        |   | 19        |  
|Associates                                    | 17        |   | 11        |   | 12        |  
|                                              |           |   |           |   |           |  
|                                              | 1 994     |   | 2 608     |   | 2 108     |  
|                                              |           |   |           |   |           |  
|Outside Europe:                               |           |   |           |   |           |  
|Group companies                               | 833       |   | 1 931     |   | 1 890     |  
|Joint ventures                                | 33        |   | 33        |   | 60        |  
|Associates                                    | (21       | ) | (34       | ) | (5        | )
|                                              |           |   |           |   |           |  
|                                              | 845       |   | 1 930     |   | 1 945     |  
|                                              |           |   |           |   |           |  
|Total                                         | 2 839     |   | 4 538     |   | 4 053     |  
|                                              |           |   |           |   |           |  
|                                              |           |   |           |   |           |  
|Taxation on profit on ordinary activities     |           |   |           |   |           |  
|Europe:                                       |           |   |           |   |           |  
|Parent and group companies                    |           |   |           |   |           |  
|Taxes payable                                 | (718      | ) | (644      | ) | (723      | )
|Deferred taxation                             | 185       |   | (67       | ) | 65        |  
|of which:                                     |           |   |           |   |           |  
|Accelerated depreciation                      | 61        |   | 18        |   | 113       |  
|Other                                         | 124       |   | (85       | ) | (48       | )
|Joint ventures                                | (3        | ) | (4        | ) | (6        | )
|Associates                                    | (3        | ) | (3        | ) | (5        | )
|                                              |           |   |           |   |           |  
|                                              | (539      | ) | (718      | ) | (669      | )
|                                              |           |   |           |   |           |  
|Outside Europe:                               |           |   |           |   |           |  
|Group companies                               |           |   |           |   |           |  
|Taxes payable                                 | (570      | ) | (665      | ) | (1 084    | )
|Deferred taxation                             | 326       |   | (153      | ) | 160       |  
|of which:                                     |           |   |           |   |           |  
|Accelerated depreciation                      | 11        |   |          |   | (63       | )
|Other                                         | 315       |   | (153      | ) | 223       |  
|Joint ventures                                | (1        | ) | (1        | ) | (13       | )
|Associates                                    | 2         |   | 10        |   | 1         |  
|                                              |           |   |           |   |           |  
|                                              | (243      | ) | (809      | ) | (936      | )
|                                              |           |   |           |   |           |  
|Total                                         | (782      | ) | (1 527    | ) | (1 605    | )
|                                              |          

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Notes to the consolidated accounts
Unilever Group

7 Combined earnings per share

|                                                      | Per €0.51
         share of NV ordinary capital |  | Per
         1.4p share of PLC ordinary capital | 
|----------------------------------------------------- | ----------------------------------------------- |  | ----------------------------------------------- | 
|                                                      | €                                               |  | €                                               | 
|                                                      | 2004                                            |  | 2003                                            | 
|                                                      |                                                 |  |                                                 | 
|Basic earnings per share                              | 1.92                                            |  | 2.82                                            | 
|Diluted earnings per share                            | 1.85                                            |  | 2.74                                            | 
|Basic earnings per share before exceptional items and |                                                 |  |                                                 | 
|amortisation of goodwill and intangible assets        | 4.09                                            |  | 4.02                                            | 
|                                                      |                                                
|                                                     

Basis of calculation
The calculations of combined earnings per share
are based on the net profit attributable to ordinary capital divided by the average
number of share units representing the combined ordinary capital of NV and PLC
in issue during the year, after deducting shares held to meet Unilever employee
share options which are not yet exercised. For the calculation of combined ordinary
capital, the exchange rate of £1 = Fl.12 = €5.445 has been used,
in
accordance with the Equalisation Agreement.

Earnings per share before exceptional items and amortisation of goodwill and intangible assets is provided in this Annual Report and Accounts because the Directors believe it better explains the ongoing trends in the
Groups performance during the duration of the Path to Growth programme. This measure is an important component of the targets on which Directors annual performance bonuses are based. United Kingdom Financial Reporting Standard 14
requires the company to provide a reconciliation of earnings in the notes to the accounts in these circumstances. This is set out below.

The calculations of diluted earnings per share are based on (i) conversion into PLC ordinary shares of the shares in a group company which are convertible in the year 2038 as described in Corporate governance on page
66, (ii) conversion of the €0.05 NV preference shares, details of which are set out in note 22 on page 132 and (iii) the exercise of share options, details of which are set out in note 30 on pages 138 to 147.

On 15 February 2005 we converted the €0.05 NV preference shares into ordinary €0.51 NV shares. The conversion was made using shares already held by the company for the purposes of hedging the Groups
employee share option plans. NV will buy further ordinary shares in the market during 2005 to the extent required to restore the hedging position. In 2004, the €0.05 preference shares were potentially dilutive for the purposes of the
calculation of fully diluted earnings per share, as shown below.

|Calculation of average number of share units        |                                          |   |                                         |   |         |   |         |   |         |   |         |  
|--------------------------------------------------- | ---------------------------------------- | - | --------------------------------------- | - | ------- | - | ------- | - | ------- | - | ------- | -
|                                                    | Millions
           of €0.51 share units |   | Millions
           of 1.4p share units |  
|                                                    | 2004                                     |   | 2003                                    |   | 2002    |   | 2004    |   | 2003    |   | 2002    |  
|                                                    |                                          |   |                                         |   |         |   |         |   |         |   |         |  
|Average ordinary capital: NV                        | 571.6                                    |   | 571.6                                   |   | 571.6   |   | 3 810.5 |   | 3 810.5 |   | 3 810.5 |  
|PLC                                                 | 436.7                                    |   | 436.7                                   |   | 436.7   |   | 2 911.5 |   | 2 911.5 |   | 2 911.5 |  
|less: shares held by employee                       |                                          |   |                                         |   |         |   |         |   |         |   |         |  
|share trusts and companies                          | (44.9                                    | ) | (39.4                                   | ) | (31.6   | ) | (299.3  | ) | (262.6  | ) | (210.4  | )
|                                                    |                                          |   |                                         |   |         |   |         |   |         |   |         |  
|Combined average number of share units for          |                                          |   |                                         |   |         |   |         |   |         |   |         |  
|all bases except diluted earnings per share         | 963.4                                    |   | 968.9                                   |   | 976.7   |   | 6 422.7 |   | 6 459.4 |   | 6 511.6 |  
|add: shares issuable in 2038                        | 23.6                                     |   | 23.6                                    |   | 23.6    |   | 157.5   |   | 157.5   |   | 157.5   |  
|add: shares for conversion                          | 18.9                                     |   |                                        |   |        |   | 125.9   |   |        |   |        |  
|add: shares under option                            | 46.5                                     |   | 42.2                                    |   | 35.3    |   | 309.8   |   | 281.4   |   | 235.3   |  
|less: shares issuable at fair value                 | (39.9                                    | ) | (36.6                                   | ) | (29.0   | ) | (265.6  | ) | (244.0  | ) | (193.6  | )
|                                                    |                                          |   |                                         |   |         |   |         |   |         |   |         |  
|Adjusted combined average number of share units for |                                          |   |                                         |   |         |   |         |   |         |   |         |  
|diluted earnings per share basis                    | 1 012.5                                  |   | 998.1                                   |   | 1 006.6 |   | 6 750.3 |   | 6 654.3 |   | 6 710.8 |  
|                                                    |                                         
|                                                   

|Calculation of earnings                                                                              |           |  |           |   |           |  
|---------------------------------------------------------------------------------------------------- | --------- |  | --------- | - | --------- | -
|                                                                                                     | € million |  | € million |   | € million |  
|                                                                                                     | 2004      |  | 2003      |   | 2002      |  
|                                                                                                     |           |  |           |   |           |  
|Net profit                                                                                           | 1 876     |  | 2 762     |   | 2 136     |  
|less: preference dividends                                                                           | (28)      |  | (27       | ) | (42       | )
|                                                                                                     |           |  |           |   |           |  
|Net profit attributed to ordinary capital for basic earnings per share calculations                  | 1 848     |  | 2 735     |   | 2 094     |  
|add: exceptional items net of tax                                                                    | 1 057     |  | 67        |   | 550       |  
|add: amortisation of goodwill and intangible assets net of tax                                       | 1 036     |  | 1 094     |   | 1 216     |  
|                                                                                                     |           |  |           |   |           |  
|Net profit attributed to ordinary capital before exceptional items and amortisation                  | 3 941     |  | 3 896     |   | 3 860     |  
|                                                                                                     |           |  |           |   |           |  
|Adjusted net profit attributed to ordinary capital for the diluted earnings per share calculation(a) | 1 869     |  | 2 735     |   | 2 094     |  
|                                                                                                     |          

|(a) | In accordance with FRS 14,
        in 2004 the net profit for diluted earnings per share has been adjusted
        for the preference dividend on shares for conversion, which in 2004 amounted
        to€21 million.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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Notes to the consolidated accounts
Unilever Group

|8 Dividends on ordinary capital                                            |                                           |  |                                           |  |      |  |           |   |          |   |          |  
|-------------------------------------------------------------------------- | ----------------------------------------- |  | ----------------------------------------- |  | ---- |  | --------- | - | -------- | - | -------- | -
|                                                                           |                                           |  |                                           |  |      |  | € million |   | €million |   | €million |  
|                                                                           |                                           |  |                                           |  |      |  | 2004      |   | 2003     |   | 2002     |  
|                                                                           |                                           |  |                                           |  |      |  |           |   |          |   |          |  
|Dividends on ordinary capital                                              |                                           |  |                                           |  |      |  |           |   |          |   |          |  
|Interim                                                                    |                                           |  |                                           |  |      |  | (603      | ) | (574     | ) | (537     | )
|Final                                                                      |                                           |  |                                           |  |      |  | (1 212    | ) | (1 108   | ) | (1 122   | )
|                                                                           |                                           |  |                                           |  |      |  |           |   |          |   |          |  
|Total                                                                      |                                           |  |                                           |  |      |  | (1 815    | ) | (1 682   | ) | (1 659   | )
|                                                                           |                                           |  |                                           |  |      |  |           |   |          |   |          |  
|                                                                           |                                           |  |                                           |  |      |  |           |   |          |   |          |  
|                                                                           | Per €0.51
    share of NVordinary capital |  | Per
    1.4p share of PLCordinary capital | 
|                                                                           | €                                         |  | €                                         |  | €    |  | pence     |   | pence    |   | pence    |  
|                                                                           | 2004                                      |  | 2003                                      |  | 2002 |  | 2004      |   | 2003     |   | 2002     |  
|                                                                           |                                           |  |                                           |  |      |  |           |   |          |   |          |  
|Dividends per share                                                        |                                           |  |                                           |  |      |  |           |   |          |   |          |  
|Interim                                                                    | 0.63                                      |  | 0.59                                      |  | 0.55 |  | 6.33      |   | 6.16     |   | 5.21     |  
|Final                                                                      | 1.26                                      |  | 1.15                                      |  | 1.15 |  | 12.82     |   | 11.92    |   | 10.83    |  
|                                                                           |                                           |  |                                           |  |      |  |           |   |          |   |          |  
|Total                                                                      | 1.89                                      |  | 1.74                                      |  | 1.70 |  | 19.15     |   | 18.08    |   | 16.04    |  
|                                                                           |                                           |  |                                           |  |      |  |           |   |          |   |          |  
|Full details of dividends for the years 2000 to2004 are given on page 181.

9 Goodwill and intangible assets
No value is attributed to internally generated intangible assets. Goodwill and identifiable intangible assets purchased after 1 January 1998 are capitalised and amortised in operating profit over the period of their
expected useful lives, up to a maximum of 20 years. Goodwill and intangible assets purchased prior to 1 January 1998 were written off in the year of acquisition as a movement in profits retained.

Goodwill and intangible assets are subject to review for impairment in accordance with United Kingdom FRS 11 and United States SFAS 142. Any impairment is charged to the profit and loss account as it arises, and is
reported in operating profit.

Intangible assets at 31 December 2004 as stated below include trademarks (€3 383 million), technologies (€435 million) and other intangible assets (€12 million).

|                                          | € million |  | € million | 
|----------------------------------------- | --------- |  | --------- | 
|                                          | 2004      |  | 2003      | 
|                                          |          
|At cost less amortisation and impairment: |           |  |           | 
|Goodwill                                  | 11 508    |  | 13 457    | 
|Intangible assets                         | 3 830     |  | 4 256     | 
|                                          |           |  |           | 
|Total                                     | 15 338    |  | 17 713    | 
|                                          |          
|                                         

|                                                                                                 | € million |   | € million  |   | € million |  
|------------------------------------------------------------------------------------------------ | --------- | - | ---------- | - | --------- | -
|                                                                                                 |           |   | Intangible |   |           |  
|Movements during 2004                                                                            | Goodwill  |   | assets     |   | Total     |  
|                                                                                                 |           |   |            |   |           |  
|Cost                                                                                             |           |   |            |   |           |  
|1 January                                                                                        | 16 083    |   | 5 119      |   | 21 202    |  
|Acquisitions of group companies                                                                  | 7         |   | 3          |   | 10        |  
|Disposals of group companies                                                                     | (4        | ) | (25        | ) | (29       | )
|Additions                                                                                        |          |   | 2          |   | 2         |  
|Currency retranslation                                                                           | (544      | ) | (185       | ) | (729      | )
|                                                                                                 |           |   |            |   |           |  
|31 December                                                                                      | 15 542    |   | 4 914      |   | 20 456    |  
|                                                                                                 |           |   |            |   |           |  
|Amortisation and impairment                                                                      |           |   |            |   |           |  
|1 January                                                                                        | (2 626    | ) | (863       | ) | (3 489    | )
|Disposals of group companies                                                                     | 1         |   | 5          |   | 6         |  
|Amortisation charged to profit and loss account                                                  | (813      | ) | (273       | ) | (1 086    | )
|Impairment charged to profit and loss account(a)                                                 | (777      | ) |           |   | (777      | )
|Currency retranslation                                                                           | 181       |   | 47         |   | 228       |  
|                                                                                                 |           |   |            |   |           |  
|31 December                                                                                      | (4 034    | ) | (1 084     | ) | (5 118    | )
|                                                                                                 |           |   |            |   |           |  
|Net book value 31 December                                                                       | 11 508    |   | 3 830      |   | 15 338    |  
|                                                                                                 |          
|(a) Includes exceptional amounts of €724
    million, of which €591 million relates toSlimFast. |           |   |            |   |           |  

We have reviewed the balances relating to the globalSlimFastbusiness in light of the significant decline in the
    weight management category in North America during the second half of 2004.
    Over the last few years, consumer tastes in this category have changed frequently,
    featuring low-calorie, low-carbohydrate, low-salt, low-sugar and other products.
    The business declined in 2004 but maintained leadership of the category by
    refreshing its product range and offering a broader diet plan. The impairment
    review determined the
value in use using a discounted cash flow methodology for a period of 10 years.
    The projections covered 10 years as management considers that this period
    more fairly reflects the long-term value in this highly dynamic category.
    The discount rate used was based on a pre-tax weighted average cost of capital
    and was 11%. The result of the review indicated that a goodwill impairment
    charge of €591 million was necessary.

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Notes to the consolidated accounts
Unilever Group

9 Goodwill and intangible assets(continued)Other exceptional goodwill impairment charges
recognised in the year include €133 million of write-downs in respect of
planned business disposals that will complete during 2005. In each case the impairment
recognised was based on the expected sales proceeds from disposal.

Other small impairments were recognised during the course of the year for tea plantations and a bakery business in India, and a home and personal care business in North Africa.

10 Tangible fixed assets
Tangible fixed assets are stated at cost less depreciation. Depreciation is provided on a straight-line basis at percentages of cost based on the expected average useful lives of the assets. Estimated useful lives by
major class of assets are as follows:

|Freehold buildings (no depreciation on freehold land) | 40 years      |  | 
|----------------------------------------------------- | ------------- |  | 
|Leasehold land                                        | Life of lease |  | 
|Leasehold buildings                                   | 40 years*     |  | 
|Plant and equipment                                   | 220 years    |  | 
|Motor vehicles                                        | 36 years     |  | 
|*or life of lease if less than 40 years               |               |  | 

Tangible fixed assets are subject to review for impairment in accordance with United Kingdom FRS 11 and United States SFAS 144. Any impairment in the value of such fixed assets is charged to the profit and loss account
as it arises, and is reported in operating profit.

|                                                   | € million                                |     | € million |    
|-------------------------------------------------- | ---------------------------------------- | --- | --------- | ---
|                                                   | 2004                                     |     | 2003      |    
|                                                   |                                          |     |           |    
|At cost less depreciation and impairment:          |                                          |     |           |    
|Land and buildings(a)                              | 2 082                                    |     | 2 278     |    
|Plant and machinery                                | 4 189                                    |     | 4 377     |    
|                                                   |                                          |     |           |    
|Total                                              | 6 271                                    |     | 6 655     |    
|                                                   |                                          |     |           |    
|(a) includes:                                      | freehold land                            | 248 |           | 238
|                                                   | leasehold land (mainly long-term leases) | 54  |           | 58 
|                                                   |                                          |     |           |    
|                                                   |                                          |     |           |    
|Commitments for capital expenditure at 31 December | 172                                      |     | 167       |    
|                                                   |                                          |     |           |    
|                                                   |                                          |     |           |    

|                                                                  | € million |   | € million |   | € million |  
|----------------------------------------------------------------- | --------- | - | --------- | - | --------- | -
|                                                                  | Land and  |   | Plant and |   |           |  
|Movements during 2004                                             | buildings |   | machinery |   | Total     |  
|                                                                  |           |   |           |   |           |  
|Cost                                                              |           |   |           |   |           |  
|1 January                                                         | 3 386     |   | 10 418    |   | 13 804    |  
|Currency retranslation                                            | (80       | ) | (212      | ) | (292      | )
|Capital expenditure                                               | 153       |   | 852       |   | 1 005     |  
|Disposals                                                         | (247      | ) | (754      | ) | (1 001    | )
|Acquisitions of group companies                                   | 2         |   | 2         |   | 4         |  
|Disposals of group companies                                      | (25       | ) | (109      | ) | (134      | )
|Other adjustments                                                 | (16       | ) | 16        |   |          |  
|                                                                  |           |   |           |   |           |  
|31 December                                                       | 3 173     |   | 10 213    |   | 13 386    |  
|                                                                  |           |   |           |   |           |  
|Depreciation and impairment                                       |           |   |           |   |           |  
|1 January                                                         | (1 108    | ) | (6 041    | ) | (7 149    | )
|Currency retranslation                                            | 27        |   | 130       |   | 157       |  
|Disposals                                                         | 139       |   | 651       |   | 790       |  
|Disposals of group companies                                      | 13        |   | 70        |   | 83        |  
|Charged to profit and loss account(b)                             | (130      | ) | (866      | ) | (996      | )
|Other adjustments                                                 | (32       | ) | 32        |   |          |  
|                                                                  |           |   |           |   |           |  
|31 December                                                       | (1 091    | ) | (6 024    | ) | (7 115    | )
|                                                                  |           |   |           |   |           |  
|Net book value 31 December(c)                                     | 2 082     |   | 4 189     |   | 6 271     |  
|                                                                  |           |   |           |   |           |  
|                                                                  |           |   |           |   |           |  
|Includes payments on account and assets in course of construction | 51        |   | 435       |   | 486       |  
|                                                                  |           |   |           |   |           |  

|(b) | Including a charge of €239 million in respect of fixed assets written down to net realisable value in connection with restructuring projects, of which €131 million was
exceptional.       
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(c) | Includes €200 million in 2004 for tangible fixed assets under finance leases of which €161 million relates to plant and machinery. For depreciation of these assets see note 2 on page
108.

114UnileverAnnual Report and Accounts 2004

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Notes to the consolidated accountsUnilever Group

11 Fixed investments
Joint ventures are undertakings in which the Group has a long-term participating interest and which are jointly controlled by the Group and one or more other parties. Associated companies are undertakings in which the
Group has a participating interest and exercises significant influence.

Interests in joint ventures and associated companies are stated in the consolidated balance sheet at the Groups share of their aggregate assets and liabilities.

Other fixed investments are stated at cost less any amounts written off to reflect a permanent impairment. Any impairment is charged to the profit and loss account as it arises.

|                                             | € million |   | € million |  
|-------------------------------------------- | --------- | - | --------- | -
|                                             | 2004      |   | 2003      |  
|                                             |           |   |           |  
|Share of gross assets of joint ventures      | 108       |   | 79        |  
|Share of gross liabilities of joint ventures | (76       | ) | (39       | )
|                                             |           |   |           |  
|Interest in net assets of joint ventures     | 32        |   | 40        |  
|Interest in net assets of associates         | 22        |   | 16        |  
|                                             |           |   |           |  
|Total joint ventures and associates          | 54        |   | 56        |  
|Other fixed investments                      | 148       |   | 143       |  
|                                             |           |   |           |  
|Total fixed investments                      | 202       |   | 199       |  
|                                             |           |   |           |  

The following tables show the movements during the year in connection with joint ventures, associates and other fixed investments:

|                                                                            | € million |   | € million |   | € million |  
|--------------------------------------------------------------------------- | --------- | - | --------- | - | --------- | -
|Movements during 2004                                                       | Goodwill  |   | Other     |   | Total     |  
|                                                                            |           |   |           |   |           |  
|Joint ventures                                                              |           |   |           |   |           |  
|1 January                                                                   | 4         |   | 36        |   | 40        |  
|Acquisitions/disposals                                                      |          |   | 2         |   | 2         |  
|Additions/reductions                                                        |          |   | 11        |   | 11        |  
|Amortisation of goodwill                                                    |          |   |          |   |          |  
|Share of profit retained                                                    |          |   | (19       | ) | (19       | )
|Currency retranslation                                                      |          |   | (2        | ) | (2        | )
|                                                                            |           |   |           |   |           |  
|31 December                                                                 | 4         |   | 28        |   | 32        |  
|                                                                            |           |   |           |   |           |  
|                                                                            |           |   |           |   |           |  
|Associates(a)(b)                                                            |           |   |           |   |           |  
|1 January                                                                   | 122       |   | (133      | ) | (11       | )
|Acquisitions/disposals                                                      |          |   | 14        |   | 14        |  
|Additions/reductions                                                        |          |   |          |   |          |  
|Amortisation of goodwill                                                    | (7        | ) |          |   | (7        | )
|Share of profit retained                                                    |          |   | 3         |   | 3         |  
|Currency retranslation                                                      | (9        | ) | 10        |   | 1         |  
|                                                                            |           |   |           |   |           |  
|                                                                            | 106       |   | (106      | ) |          |  
|Of which: Net liabilities of JohnsonDiversey reclassified to provisions for |           |   |           |   |           |  
|liabilities and charges (€22 million net)                                   | (106      | ) | 128       |   | 22        |  
|                                                                            |           |   |           |   |           |  
|31 December                                                                 |          |   | 22        |   | 22        |  
|                                                                            |           |   |           |   |           |  
|                                                                            |           |   |           |   |           |  
|Other fixed investments(c)                                                  |           |   |           |   |           |  
|1 January                                                                   |           |   |           |   | 143       |  
|Additions/reductions                                                        |           |   |           |   | 9         |  
|Currency retranslation                                                      |           |   |           |   | (4        | )
|                                                                            |           |   |           |   |           |  
|31 December                                                                 |           |   |           |   | 148       |  
|                                                                            |           |   |           |   |           |  

|(a) | Associated companies primarily comprise our investments in JohnsonDiversey Holdings Inc., and Langholm Capital. Other Unilever Ventures investments are included under Other fixed
investments below.                                                                                                             
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | Palmci, a plantations business in Cote dIvoire, was classified under other fixed investments in 2003. In 2004 it has been reported as an associate following an increase in the extent of
Unilevers influence over this business. There was no change in the net carrying value arising from the reclassification.
|(c) | Other fixed investments consist mainly of equity investments in a number of companies and financial institutions in India, Europe and the US.                                                                                                                                                                       

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Report and Accounts 2004115

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Notes to the consolidated accounts
Unilever Group

11 Fixed investments(continued)

|                                                  | € million |  | € million | 
|------------------------------------------------- | --------- |  | --------- | 
|                                                  | 2004      |  | 2003      | 
|                                                  |           |  |           | 
|Analysis of listed and unlisted investments       |           |  |           | 
|Investments listed on a recognised stock exchange | 36        |  | 7         | 
|Unlisted investments                              | 166       |  | 192       | 
|                                                  |           |  |           | 
|Total fixed investments                           | 202       |  | 199       | 
|                                                  |           |  |           | 
|Market value of listed investments                | 49        |  | 10        | 
|                                                  |           |  |           | 
|                                                 

|                                    | € million |  | € million |   | € million |  
|----------------------------------- | --------- |  | --------- | - | --------- | -
|                                    | 2004      |  | 2003      |   | 2002      |  
|                                    |           |  |           |   |           |  
|Other income from fixed investments |           |  |           |   |           |  
|Income from other fixed investments | 13        |  | 8         |   | 8         |  
|Impairment(d)                       |          |  | (26       | ) |          |  
|Profit/(loss) on disposal           | 18        |  | 15        |   | (15       | )
|                                    |           |  |           |   |           |  
|                                    | 31        |  | (3        | ) | (7        | )
|                                    |           |  |           |   |           |  

(d) Impairment in 2003 was all exceptional.

|12
          Stocks                 |           |  |           | 
|----------------------------------- | --------- |  | --------- | 
|                                    | € million |  | € million | 
|                                    | 2004      |  | 2003      | 
|                                    |           |  |           | 
|
|Raw materials and consumables       | 1 390     |  | 1 498     | 
|Finished goods and goods for resale | 2 368     |  | 2 677     | 
|                                    |           |  |           | 
|Total stocks                        | 3 758     |  | 4 175     | 
|                                    |           |  |           | 
|
|                                   

|13 Debtors                     |           |  |           | 
|------------------------------ | --------- |  | --------- | 
|                               | € million |  | € million | 
|                               | 2004      |  | 2003      | 
|                               |           |  |           | 
|Due within one year            |           |  |           | 
|Trade debtors                  | 3 159     |  | 3 510     | 
|Prepayments and accrued income | 328       |  | 551       | 
|Other debtors                  | 1 018     |  | 1 021     | 
|                               |           |  |           | 
|                               | 4 505     |  | 5 082     | 
|                               |           |  |           | 
|Due after more than one year   |           |  |           | 
|Deferred taxation19            | 973       |  | 637       | 
|Other debtors                  | 225       |  | 162       | 
|                               |           |  |           | 
|                               | 1 198     |  | 799       | 
|                               |           |  |           | 
|Total debtors                  | 5 703     |  | 5 881     | 
|                               |           |  |           | 

The following information is required by schedule 210.12-09 under Regulation S-X of the United States Securities and Exchange Commission:

|                                                         | € million |   | € million |   | € million |  
|-------------------------------------------------------- | --------- | - | --------- | - | --------- | -
|                                                         | 2004      |   | 2003      |   | 2002      |  
|                                                         |           |   |           |   |           |  
|Provision for doubtful debtors                           |           |   |           |   |           |  
|1 January                                                | 279       |   | 294       |   | 328       |  
|Charged to profit and loss account                       | 31        |   | 38        |   | 155       |  
|Charged to other accounts(a)                             | (7        | ) | (24       | ) | (24       | )
|Utilisations                                             | (71       | ) | (29       | ) | (165      | )
|                                                         |           |   |           |   |           |  
|31 December                                              | 232       |   | 279       |   | 294       |  
|                                                         |           |   |           |   |           |  
|(a) Includes currency retranslation of opening balances. |           |   |           |   |           |  

116UnileverAnnual Report and Accounts 2004

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Notes to the consolidated accounts
Unilever Group

|14 Cash and current investments    |           |  |           | 
|---------------------------------- | --------- |  | --------- | 
|                                   | € million |  | € million | 
|                                   | 2004      |  | 2003      | 
|                                   |           |  |           | 
|Current investments                |           |  |           | 
|Listed                             | 111       |  | 91        | 
|Unlisted                           | 905       |  | 1 400     | 
|                                   |           |  |           | 
|                                   | 1 016     |  | 1 491     | 
|                                   |           |  |           | 
|Cash at bank and in hand           |           |  |           | 
|On call and in hand                | 1 004     |  | 1 304     | 
|Repayment notice required          | 583       |  | 550       | 
|                                   |           |  |           | 
|                                   | 1 587     |  | 1 854     | 
|                                   |           |  |           | 
|Total cash and current investments | 2 603     |  | 3 345     | 
|                                   |           |  |           | 

Current investments include capital market instruments, government securities and A- or higher rated money market instruments. An amount of €24 million (2003: €20 million) is included in cash at bank with
repayment notice required. This relates to cash collateral deposited as required by a forward purchase contract with a counterparty bank to buy 10 000 000 PLC shares at 559p per share in November 2006. Further details are given in note 16 on page
121.

The table set out below takes into account the various interest rate swaps and forward foreign currency contracts entered into by the Group, details of which are set out in note 16 on page 120.

The interest rate profiles of the Groups financial assets analysed by principal currency are set out in the table below.

|Interest rate profile and currency analysis of financial assets |       |  |           |  |           |  |           |     |          |  |           |  
|--------------------------------------------------------------- | ----- |  | --------- |  | --------- |  | --------- | --- | -------- |  | --------- | -
|                                                                |       |  | € million |  |           |  | € million |     |          |  | € million |  
|                                                                |       |  |           |  |           |  |           |     |          |  |           |  
|                                                                | Fixed |  | Fixed     |  | Fixed     |  | Floating  |     | Floating |  |           |  
|                                                                | rate  |  | rate      |  | rate      |  | rate      |     | rate     |  | Total     |  
|                                                                |       |  |           |  |           |  |           |     |          |  |           |  
|                                                                |       |  | Weighted  |  | Weighted  |  |           |     |          |  |           |  
|                                                                |       |  | average   |  | average   |  |           |     | Interest |  |           |  
|                                                                |       |  | interest  |  | fixing    |  |           |     | rate for |  |           |  
|                                                                |       |  | rate      |  | period    |  |           |     | 2005     |  |           |  
|                                                                |       |  |           |  |           |  |           |     |          |  |           |  
|Assets  2004                                                   |       |  |           |  |           |  |           |     |          |  |           |  
|Euro                                                            | 180   |  | 9.1%(a)   |  | 0.4 years |  | 4 925     | (b) | 2.3%     |  | 5 105     |  
|Sterling                                                        |      |  |           |  |           |  | 81        |     | 4.9%     |  | 81        |  
|US dollar                                                       |      |  |           |  |           |  | 140       |     | 3.1%     |  | 140       |  
|Indian rupee                                                    |      |  |           |  |           |  | 413       |     | 6.6%     |  | 413       |  
|Other                                                           |      |  |           |  |           |  | 916       |     | 5.3%     |  | 916       |  
|                                                                |       |  |           |  |           |  |           |     |          |  |           |  
|                                                                | 180   |  |           |  |           |  | 6 475     |     |          |  | 6 655     |  
|                                                                |       |  |           |  |           |  |           |     |          |  |           |  
|Euro leg of currency derivatives relating to intra-group loans  |       |  |           |  |           |  |           |     |          |  | (4 052    | )
|                                                                |       |  |           |  |           |  |           |     |          |  |           |  
|Total                                                           |       |  |           |  |           |  |           |     |          |  | 2 603     |  
|                                                                |       |  |           |  |           |  |           |     |          |  |           |  
|                                                                |       |  |           |  |           |  |           |     |          |  |           |  
|Assets  2003                                                   |       |  |           |  |           |  |           |     |          |  |           |  
|Euro                                                            | 1 703 |  | 5.3%(a)   |  | 0.9 years |  | 5 082     | (b) |          |  | 6 785     |  
|Sterling                                                        |      |  |           |  |           |  | 50        |     |          |  | 50        |  
|US dollar                                                       |      |  |           |  |           |  | 108       |     |          |  | 108       |  
|Indian rupee                                                    |      |  |           |  |           |  | 496       |     |          |  | 496       |  
|Other                                                           |      |  |           |  |           |  | 990       |     |          |  | 990       |  
|                                                                |       |  |           |  |           |  |           |     |          |  |           |  
|                                                                | 1 703 |  |           |  |           |  | 6 726     |     |          |  | 8 429     |  
|                                                                |       |  |           |  |           |  |           |     |          |  |           |  
|Euro leg of currency derivatives relating to intra-group loans  |       |  |           |  |           |  |           |     |          |  | (5 084    | )
|                                                                |       |  |           |  |           |  |           |     |          |  |           |  
|Total                                                           |       |  |           |  |           |  |           |     |          |  | 3 345     |  
|                                                                |       |  |           |  |           |  |           |     |          |  |           |  

|(a) | The fixed interest rate of 9.1% in 2004 includes one leg of a cross-currency interest rate swap of an intercompany loan of €146 million (2003: €478 million) with a fixed rate of 10.8%
(2003: 12.1%). A corresponding interest charge is included in the US dollar fixed rate liabilities.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | Includes euro leg of the currency derivatives relating to our intra-group loans, amounting to €4 052 million for 2004 and €5 084 million for 2003.                                                                                                                                         

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Report and Accounts 2004117

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Notes to the consolidated accounts
Unilever Group

|15 Borrowings                                                                   |                    |       |           |      
|------------------------------------------------------------------------------- | ------------------ | ----- | --------- | -----
|                                                                                | € million          |       | € million |      
|                                                                                | 2004               |       | 2003      |      
|                                                                                |                    |       |           |      
|Bank loans and overdrafts                                                       | 1 583              |       | 1 834     |      
|Bonds and other loans                                                           | 10 465             |       | 14 066    |      
|                                                                                |                    |       |           |      
|                                                                                | 12 048             |       | 15 900    |      
|                                                                                |                    |       |           |      
|The repayments fall due as follows:                                             |                    |       |           |      
|Within one year:                                                                |                    |       |           |      
|Bank loans and overdrafts                                                       | 823                |       | 1 629     |      
|Bonds and other loans                                                           | 4 332              |       | 5 805     |      
|                                                                                |                    |       |           |      
|Total due within one year                                                       | 5 155              |       | 7 434     |      
|                                                                                |                    |       |           |      
|After one year but within two years                                             | 1 917              |       | 1 881     |      
|After two years but within three years                                          | 1 891              |       | 1 719     |      
|After three years but within four years                                         | 177                |       | 1 806     |      
|After four years but within five years                                          | 351                |       | 163       |      
|After five years:                                                               | By instalments     | 3     |           | 5    
|                                                                                | Not by instalments | 2 554 |           | 2 892
|                                                                                |                    |       |           |      
|Total due after more than one year                                              | 6 893              |       | 8 466     |      
|                                                                                |                    |       |           |      
|Total amount repayable by instalments any of which are payable after five years | 4                  |       | 8         |      
|                                                                                |                    |       |           |      
|Secured borrowings                                                              | 136                |       | 177       |      
|                                                                                |                    |       |           |      
|Of which secured against tangible fixed assets                                  | 108                |       | 120       |      
|                                                                                |                    |       |           |      

The tables set out below and on page 119 take into account the various interest rate swaps and forward foreign currency contracts entered into by the Group, details of which are set out in note 16 on pages 120 and
121.

The interest rate profiles of the Groups financial liabilities analysed by principal currency are set out in the table below.

|Interest rate profile and currency analysis of financial liabilities |           |  |          |  |           |  |           |     |          |  |           |  
|-------------------------------------------------------------------- | --------- |  | -------- |  | --------- |  | --------- | --- | -------- |  | --------- | -
|                                                                     | € million |  |          |  |           |  | € million |     |          |  | € million |  
|                                                                     |           |  |          |  |           |  |           |     |          |  |           |  
|                                                                     | Fixed     |  | Fixed    |  | Fixed     |  | Floating  |     | Floating |  |           |  
|                                                                     | rate      |  | rate     |  | rate      |  | rate      |     | rate     |  | Total     |  
|                                                                     |           |  |          |  |           |  |           |     |          |  |           |  
|                                                                     |           |  | Weighted |  | Weighted  |  |           |     |          |  |           |  
|                                                                     |           |  | average  |  | average   |  |           |     | Interest |  |           |  
|                                                                     |           |  | interest |  | fixing    |  |           |     | rate for |  |           |  
|                                                                     |           |  | rate     |  | period    |  |           |     | 2005     |  |           |  
|                                                                     |           |  |          |  |           |  |           |     |          |  |           |  
|Liabilities  2004                                                   |           |  |          |  |           |  |           |     |          |  |           |  
|Euro                                                                 | 214       |  | 4.4%     |  | 0.8 years |  | 2 219     | (a) | 2.3%     |  | 2 433     |  
|Sterling                                                             | 79        |  | 5.4%     |  | 1.9 years |  | 130       |     | 4.9%     |  | 209       |  
|US dollar                                                            | 5 690     |  | 6.6%     |  | 8.3 years |  | 3 725     |     | 3.1%     |  | 9 415     |  
|Japanese yen                                                         |          |  |          |  |           |  | 452       |     | 0.1%     |  | 452       |  
|Thai baht                                                            | 153       |  | 3.2%     |  | 2.7 years |  | 123       |     | 2.8%     |  | 276       |  
|Other                                                                | 434       |  | 9.8%     |  | 1.6 years |  | 3 099     |     | 3.8%     |  | 3 533     |  
|                                                                     |           |  |          |  |           |  |           |     |          |  |           |  
|                                                                     | 6 570     |  |          |  |           |  | 9 748     |     |          |  | 16 318    |  
|                                                                     |           |  |          |  |           |  |           |     |          |  |           |  
|Euro leg of currency derivatives relating to intra-group loans       |           |  |          |  |           |  |           |     |          |  | (4 052    | )
|                                                                     |           |  |          |  |           |  |           |     |          |  |           |  
|Total                                                                |           |  |          |  |           |  |           |     |          |  | 12 266(b) |  
|                                                                     |           |  |          |  |           |  |           |     |          |  |           |  
|                                                                     |           |  |          |  |           |  |           |     |          |  |           |  
|Liabilities  2003                                                   |           |  |          |  |           |  |           |     |          |  |           |  
|Euro                                                                 | 121       |  | 4.8%     |  | 1.5 years |  | 6 262     | (a) |          |  | 6 383     |  
|Sterling                                                             | 79        |  | 5.4%     |  | 2.9 years |  | (58       | )   |          |  | 21        |  
|US dollar                                                            | 8 240     |  | 6.6%     |  | 7.0 years |  | 2 475     |     |          |  | 10 715    |  
|Thai baht                                                            | 210       |  | 3.1%     |  | 3.3 years |  | 153       |     |          |  | 363       |  
|Other                                                                | 552       |  | 5.4%     |  | 7.7 years |  | 2 950     |     |          |  | 3 502     |  
|                                                                     |           |  |          |  |           |  |           |     |          |  |           |  
|                                                                     | 9 202     |  |          |  |           |  | 11 782    |     |          |  | 20 984    |  
|                                                                     |           |  |          |  |           |  |           |     |          |  |           |  
|Euro leg of currency derivatives relating to intra-group loans       |           |  |          |  |           |  |           |     |          |  | (5 084    | )
|                                                                     |           |  |          |  |           |  |           |     |          |  |           |  
|Total                                                                |           |  |          |  |           |  |           |     |          |  | 15 900    |  
|                                                                     |           |  |          |  |           |  |           |     |          |  |           |  

|(a)                                                                               | Excludes euro leg of the currency derivatives relating to our intra-group loans, amounting to €4 052 million for 2004 and €5 084 million for 2003.
|--------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------
|(b)                                                                               | Includes finance lease creditors amounting to €218 million.                                                                                       
|                                                                                 
|The average interest rate on short-term borrowings in 2004 was 3.1% (2003: 4.0%).

118UnileverAnnual Report and Accounts 2004

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Notes to the consolidated accounts
Unilever Group



15 Borrowings(continued)
  Details of specific bonds and other loans are given below.

|                                          | € million |  | € million | 
|----------------------------------------- | --------- |  | --------- | 
|                                          | 2004      |  | 2003      | 
|                                          |           |  |           | 
|Unilever N.V.                             |           |  |           | 
|4.750% Bonds 2004 (€)                     |          |  | 999       | 
|7.250% Bonds 2004 (US $)                  |          |  | 198       | 
|6.500% Bonds 2004 (€)                     |          |  | 159       | 
|7.125% Bonds 2004 (€)                     |          |  | 229       | 
|6.625% Notes 2005 (US $)                  | 146       |  | 159       | 
|3.375% Bonds 2005 (Swiss francs)          | 324       |  | 320       | 
|5.125% Bonds 2006 (€)                     | 999       |  | 998       | 
|5.125% Notes 2006 (US $)                  | 365       |  | 395       | 
|4.250% Bonds 2007 (€)                     | 997       |  | 997       | 
|5.000% Bonds 2007 (US $)                  | 474       |  | 514       | 
|Commercial paper (€)                      | 961       |  | 1 733     | 
|Commercial paper (£)                      | 329       |  | 629       | 
|Commercial paper (US $)                   | 307       |  | 950       | 
|Commercial paper (Swiss francs)           | 52        |  | 158       | 
|Other                                     | 38        |  | 164       | 
|                                          |           |  |           | 
|Total Unilever N.V.                       | 4 992     |  | 8 602     | 
|                                          |           |  |           | 
|                                          |           |  |           | 
|Unilever PLC                              |           |  |           | 
|Commercial paper (£)                      | 70        |  |          | 
|                                          |           |  |           | 
|Total Unilever PLC                        | 70        |  |          | 
|                                          |           |  |           | 
|                                          |           |  |           | 
|Other group companies                     |           |  |           | 
|United States:                            |           |  |           | 
|6.875% Notes 2005 (US $)                  | 1 097     |  | 1 188     | 
|6.150% Bonds 2006 (US $)                  | 217       |  | 233       | 
|7.125% Bonds 2010 (US $)                  | 1 274     |  | 1 379     | 
|7.000% Bonds 2017 (US $)                  | 105       |  | 113       | 
|7.250% Bonds 2026 (US $)                  | 208       |  | 225       | 
|6.625% Bonds 2028 (US $)                  | 162       |  | 175       | 
|5.900% Bonds 2032 (US $)                  | 725       |  | 785       | 
|5.000% Bonds 2045 (Swiss francs)(c)       | 130       |  | 128       | 
|5.600% Bonds 2097 (US $)                  | 89        |  | 96        | 
|Commercial paper (US $)                   | 521       |  | 269       | 
|Other                                     | 4         |  | 7         | 
|                                          |           |  |           | 
|India:                                    |           |  |           | 
|9.000% Debenture loan 2005 (Indian rupee) | 108       |  | 111       | 
|                                          |           |  |           | 
|Japan:                                    |           |  |           | 
|Floating rate note 2006 (Japanese yen)    | 150       |  |          | 
|                                          |           |  |           | 
|Thailand:                                 |           |  |           | 
|3.300% Bonds 2007 (Thai baht)             | 122       |  | 130       | 
|                                          |           |  |           | 
|South Africa:                             |           |  |           | 
|10.200% Bonds 2008 (South African Rand)   | 130       |  | 120       | 
|Commercial paper (South African Rand)     | 156       |  | 144       | 
|                                          |           |  |           | 
|Other                                     | 205       |  | 361       | 
|                                          |           |  |           | 
|Total other group companies               | 5 403     |  | 5 464     | 
|                                          |           |  |           | 
|Total bonds and other loans               | 10 465    |  | 14 066    | 
|                                          |           |  |           | 

|(c)                                                                                                                                | To be repaid early in 2005.                                                                                                                                                                                                            
|---------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                  
|Unilever had the following undrawn committed facilities at 31 December 2004:                                                      
|                                                                                                                                  | revolving 364-day bilateral credit facilities totalling US $3 603 million (2003: US $3 403 million) with a 364-day term out;                                                                                                           
|                                                                                                                                  | revolving 5-year bilateral credit facilities totalling US $334 million (2003: US $334 million);                                                                                                                                        
|                                                                                                                                  | revolving 364-day notes commitments of US $200 million (2003: US $400 million) with the ability to issue notes with a maturity up to 364 days; and                                                                                     
|                                                                                                                                  | 364-day bilateral money market commitments totalling US $2 080 million (2003: US $2 080 million), under which the underwriting banks agree, subject to certain conditions, to subscribe for notes with
maturities of up to three years.
|                                                                                                                                  
|The facilities which were due to mature in February 2005 were renewed in December 2004 and are now due to mature in December 2005.

UnileverAnnual
Report and Accounts 2004     119

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Notes to the consolidated accounts
Unilever Group



16 Financial instruments
  The Group has comprehensive policies in place, approved by the Directors, covering the use of derivative financial instruments. These instruments are used for hedging purposes. Established controls are in place
covering all financial instruments. These include policies, guidelines, exposure limits, a system of authorities and independent reporting. Performance is closely monitored with independent reviews undertaken by internal audit. The accounting
policies governing these instruments are in line with generally accepted practice in the UK and the Netherlands and follow hedge accounting principles described in the accounting policies on page 98. The use of leveraged instruments is not
permitted. Details of the instruments used for interest rate and foreign exchange exposure management, together with information on related exposures, are given below.

Except for the description of Unilevers currency exposures as included on page 51 on treasury risks, all debtors and trade and other creditors (other than for finance lease creditors) and provisions have been
excluded from the analysis below and from the interest rate and currency profiles in note 14 on page 117 and note 15 on page 118 either due to the exclusion of short-term items, as permitted by United Kingdom Financial Reporting Standard 13, or
because the amounts are not material.

Unilevers interest rate management policy is described on page 51. The Groups financial position is mainly fixed by fixed rate long-term debt issues and straightforward derivative financial instruments,
such as interest rate swaps. In general, cash is invested short-term at floating interest rates.

At the end of 2004, interest rates were fixed on approximately 54% of the projected net debt for 2005 and 36% of the projected net debt for 2006 (compared with 61% for 2004 and 62% for 2005 at the end of 2003).

Nominal values of interest rate derivative instruments are shown in the table below. These nominal values do not reflect the actual level of use of financial instruments when compared with the nominal value of the
underlying debt. This is because certain financial instruments have consecutive strike and maturity dates on the same underlying debt in different time periods. Whilst the nominal amounts reflect the volume of activity, they are not indicative of
the amount of credit risk to which the Group is exposed. For details of our policy for managing credit risk see page 51.

|                    | € million                 |  | € million | 
|------------------- | ------------------------- |  | --------- | 
|                    | Nominal amounts at 31 Dec | 
|                    | 2004                      |  | 2003      | 
|                    |                           |  |           | 
|Interest rate swaps | 5 903                     |  | 10 190    | 
|                    |                           |  |           | 

The following table shows the extent to which the Group had unrecognised gains and losses in respect of interest rate instruments at the beginning and end of the year. It shows the movement in the market value of these
instruments during the year ended 31 December 2004.

|                                                       | € million |  | € million |   | € million           | 
|------------------------------------------------------ | --------- |  | --------- | - | ------------------- | 
|                                                       |           |  |           |   | Total
          net | 
|                                                       |           |  |           |   | gains/              | 
|                                                       | Gains     |  | Losses    |   | (losses)            | 
|                                                       |           |  |           |   |                     | 
|Unrecognised gains and losses                          |           |  |           |   |                     | 
|Balance at 1 January                                   | 189       |  | (61       | ) | 128                 | 
|Brought forward balance recognised in current year     | 89        |  | (48       | ) | 41                  | 
|                                                       |           |  |           |   |                     | 
|Brought forward balance not recognised in current year | 100       |  | (13       | ) | 87                  | 
|Current year items not recognised in current year      | 4         |  | 2         |   | 6                   | 
|                                                       |           |  |           |   |                     | 
|Balance at 31 December 2004                            | 104       |  | (11       | ) | 93                  | 
|                                                       |           |  |           |   |                     | 
|Expected to be dealt with next year                    | 60        |  | (8        | ) | 52                  | 
|Expected to be dealt with later                        | 44        |  | (3        | ) | 41                  | 
|                                                       |           |  |           |   |                     | 

The following table shows the extent to which the Group had recognised but deferred gains and losses in respect of interest rate instruments at the beginning and end of the year. It also shows the amount which has been
included in the profit and loss account for the year and those gains and losses which will be reflected in the profit and loss account in 2005 or in subsequent years.

|                                                              | € million |  | € million |   | € million           |  
|------------------------------------------------------------- | --------- |  | --------- | - | ------------------- | -
|                                                              |           |  |           |   | Total
          net |  
|                                                              |           |  |           |   | gains/              |  
|                                                              | Gains     |  | Losses    |   | (losses)            |  
|                                                              |           |  |           |   |                     |  
|Deferred gains and losses                                     |           |  |           |   |                     |  
|Balance at 1 January                                          |          |  | (20       | ) | (20                 | )
|Brought forward balance recognised in current year            |          |  | (8        | ) | (8                  | )
|                                                              |           |  |           |   |                     |  
|Brought forward balance not recognised in current year        |          |  | (12       | ) | (12                 | )
|Current year items not recognised in current year             |          |  | 1         |   | 1                   |  
|                                                              |           |  |           |   |                     |  
|Balance at 31 December 2004                                   |          |  | (11       | ) | (11                 | )
|                                                              |           |  |           |   |                     |  
|To be recognised in the profit and loss account for next year |          |  | (5        | ) | (5                  | )
|To be recognised in the profit and loss account later         |          |  | (6        | ) | (6                  | )
|                                                              |           |  |           |   |                     |  
|                                                             

120UnileverAnnual Report and Accounts 2004

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Notes to the consolidated accounts
Unilever Group



16 Financial instruments(continued)
  Under the Groups foreign exchange policy, operating and financing transaction exposures, which usually have a maturity of less than one year, are generally hedged; this is primarily achieved through the use of
forward foreign exchange contracts. The market value of these instruments at the end of 2004 represented a recognised unrealised gain of €440 million (2003: gain of €793
million) which was largely offset by recognised unrealised losses on the underlying
assets and liabilities.

|                           | € million                 |       | € million |       
|-------------------------- | ------------------------- | ----- | --------- | ------
|                           | Nominal amounts at 31 Dec |      
|                           | 2004                      |       | 2003      |       
|                           |                           |       |           |       
|Foreign exchange contracts |  buy                     | 3 329 |           | 4 909 
|                           |  sell                    | 9 171 |           | 10 350
|                           |                           |       |           |       
|Total                      | 12 500                    |       | 15 259    |       
|                           |                           |       |           |       

Our policy for financing the net investments in our subsidiaries is discussed in the Financial Review on page 22. At the end of 2004, some 82% (2003: 90%) of Unilevers total capital and reserves were denominated
in the currencies of the two parent companies, euros and sterling.

Our policy for the management of counterparty exposures is set out on page 51.

Master netting agreements are in place for the majority of interest rate derivative instruments. The risk in the event of default by a counterparty is determined by the extent to which market prices have moved since
the contracts were made. The Group believes that the risk of incurring such losses is remote.

The following table summarises the fair values and carrying amounts of the various classes of financial instruments as at 31 December:

|                            | € million  |   | € million  |   | € million |   | € million |  
|--------------------------- | ---------- | - | ---------- | - | --------- | - | --------- | -
|                            |            |   |            |   | Carrying  |   | Carrying  |  
|                            | Fair value |   | Fair value |   | amount    |   | amount    |  
|                            | 2004       |   | 2003       |   | 2004      |   | 2003      |  
|                            |            |   |            |   |           |   |           |  
|Financial assets            |            |   |            |   |           |   |           |  
|Other fixed investments     | 161        |   | 146        |   | 148       |   | 143       |  
|Current investments         | 1 016      |   | 1 491      |   | 1 016     |   | 1 491     |  
|Cash at bank and in hand    | 1 587      |   | 1 854      |   | 1 587     |   | 1 854     |  
|                            |            |   |            |   |           |   |           |  
|                            | 2 764      |   | 3 491      |   | 2 751     |   | 3 488     |  
|                            |            |   |            |   |           |   |           |  
|Financial liabilities       |            |   |            |   |           |   |           |  
|Bank loans and overdrafts   | (1 583     | ) | (1 834     | ) | (1 583    | ) | (1 834    | )
|Bonds and other loans       | (10 907    | ) | (14 705    | ) | (10 465   | ) | (14 066   | )
|Finance lease creditors     | (218       | ) |           |   | (218      | ) |          |  
|                            |            |   |            |   |           |   |           |  
|                            | (12 708    | ) | (16 539    | ) | (12 266   | ) | (15 900   | )
|                            |            |   |            |   |           |   |           |  
|Derivatives                 |            |   |            |   |           |   |           |  
|Interest rate swaps         |            |   |            |   |           |   |           |  
| assets                    | 104        |   | 189        |   | 58        |   | 113       |  
| liabilities               | (11        | ) | (61        | ) |          |   | (1        | )
|Foreign exchange contracts: |            |   |            |   |           |   |           |  
| assets                    | 551        |   | 984        |   | 551       |   | 984       |  
| liabilities               | (111       | ) | (191       | ) | (111      | ) | (191      | )
|                            |            |   |            |   |           |   |           |  
|

The fair values of listed fixed investments are based on their market values. The fair values of unlisted fixed investments and finance leases are not materially different from their carrying amounts. The carrying
amount of current investments is based on their market value. Cash, bank loans and overdrafts have fair values which approximate to their carrying amounts because of their short-term nature. The fair values of forward foreign exchange contracts
represent the unrealised gain or loss on revaluation of the contracts to year-end exchange rates. The fair values of bonds and other loans, interest rate swaps and forward rate agreements are based on the net present value of the anticipated future
cash flows associated with these instruments. Short-term debtors and creditors (other than finance lease creditors) and provisions have fair values which approximate to their carrying values and are therefore not included in the table.

In November 2001, NV entered into a forward purchase contract with a counterparty bank to buy 10 000 000 PLC shares at 559p per share in November 2006. If the PLC share price falls by more than 5% below 559p, cash
collateral for the difference must be placed with the counterparty bank. At 31 December 2004 €24 million (2003: €20 million) was so deposited and reported under cash at bank with repayment notice required. At 31 December 2004 the market
value of the forward purchase contract was €(14) million (2003: €(11) million). See note 14 on page 117.

Counterparties have deposited securities with a market value of €589 million (2003: €832 million) as collateral for their obligations in respect of derivative financial instruments. Such collateral is not
regarded as an asset of Unilever and is excluded from the balance sheet.

Currency exposures
Unilevers foreign exchange policies are described on page 51. Compliance with the Groups
policies means that the net amount of monetary assets and liabilities at 31 December
2004 that are exposed to
currency fluctuations is not material.

Commodity contracts
Unilever purchases forward contracts to hedge future requirements for certain raw materials, almost always for physical delivery. Futures contracts may also be used to hedge future price movements, however the amounts
are not material. For further details please refer to page 50.

UnileverAnnual
Report and Accounts 2004     121

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Notes to the consolidated accounts
Unilever Group



|17 Trade and other creditors     |           |  |           | 
|-------------------------------- | --------- |  | --------- | 
|                                 | € million |  | € million | 
|                                 | 2004      |  | 2003      | 
|                                 |           |  |           | 
|Due within one year              |           |  |           | 
|Trade creditors                  | 3 729     |  | 3 707     | 
|Social security and sundry taxes | 265       |  | 346       | 
|Accruals and deferred income     | 2 539     |  | 2 548     | 
|Finance lease creditors          | 42        |  |          | 
|Taxation on profits              | 686       |  | 728       | 
|Dividends                        | 1 220     |  | 1 125     | 
|Others                           | 934       |  | 1 186     | 
|                                 |           |  |           | 
|                                 | 9 415     |  | 9 640     | 
|                                 |           |  |           | 
|Due after more than one year     |           |  |           | 
|Accruals and deferred income     | 132       |  | 207       | 
|Finance lease creditors          | 176       |  |          | 
|Taxation on profits              | 278       |  | 330       | 
|Others                           | 131       |  | 127       | 
|                                 |           |  |           | 
|                                 | 717       |  | 664       | 
|                                 |           |  |           | 
|Total trade and other creditors  | 10 132    |  | 10 304    | 
|                                 |           |  |           | 

There are no creditors due after more than 5 years other than finance lease creditors as described in note 25 on page 134.

18 Pensions and similar obligations

Description of plans
In most countries the Group operates defined benefit pension plans based on employee pensionable remuneration and length of service. The majority of these plans are externally funded. The Group also provides other
post-employment benefits, mainly post-employment medical plans in the United States. These plans are predominantly unfunded. The Group also operates a number of defined contribution plans, the assets of which are held in external funds.

Accounting policies
Accounting for pensions and similar obligations
is in accordance with United Kingdom Financial Reporting Standard 17 Retirement benefits (FRS
17). This requires that the operating and financing costs of defined benefit
plans are recognised separately in the profit and loss account; service costs
are systematically spread over the service lives of employees, and financing
costs are recognised in the periods in which they arise. Variations from
expected costs, arising from the experience of the plans or changes in actuarial
assumptions, are recognised immediately in the statement of total recognised
gains and losses. The costs of individual events such as past service benefit
enhancements, settlements and curtailments are recognised immediately in the
profit and loss account. The liabilities and, where applicable, the assets of
defined benefit plans are recognised at fair value in the balance sheet. The
charges to the profit and loss
account for defined contribution plans are the company contributions payable
and the assets of such plans are not included in the Group balance sheet.

All defined benefit plans are subject to regular actuarial review using the projected unit method, either by external consultants or by actuaries employed by Unilever. Group policy is that the most important plans
representing over 75% of the defined benefit liabilities are formally valued every year and other principal plans accounting for approximately a further 15% of liabilities have their liabilities updated each year. Group policy for other plans
requires a full actuarial valuation at least every three years. Asset values for all plans are updated every year.

Healthcare
In December 2003 the Medicare Prescription Drug,
Improvement and Modernisation Act became law in the US. Under the provisions
of this Act, the Groups US healthcare benefit plans will be able to benefit from a
subsidy towards the cost of prescription drugs. Following a review of our healthcare plans in 2004 we determined that the benefits of this legislation are available to all except one of our plans without any amendment to those plans. As a
consequence, a reduction in liability of €52 million has been recognised
in the statement of total recognised gains and losses. The impact on the ongoing
service cost is a reduction by an immaterial amount.

122UnileverAnnual Report and Accounts 2004

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Notes to the consolidated accounts
Unilever Group



18 Pensions and similar obligations(continued)

FRS 17 Disclosures
Assumptions
With the objective of presenting pensions and
other post-employment benefit plans assets and liabilities at their fair value on the balance sheet, assumptions for FRS 17 are set by reference to market conditions
at the valuation date. The actuarial assumptions used to calculate the benefit obligations vary according to the country in which the plan is situated. The assumptions, weighted by liabilities, used to value the principal defined benefit pension
plans (covering approximately 90% of pension liabilities  the principal pension plans)
and plans providing other post-employment benefits, together with the expected
long-term rates of return on assets, weighted by asset value,
are:

|                                                            |           |  | 31
            Dec 2004 |  |           |  | 31 Dec
          2003 |  |           |  | 31 Dec
          2002 | 
|----------------------------------------------------------- | --------- |  | ----------------------- |  | --------- |  | --------------------- |  | --------- |  | --------------------- | 
|                                                            |           |  |                         |  |           |  |                       |  |           |  |                       | 
|                                                            | Principal |  | Other                   |  | Principal |  | Other                 |  | Principal |  | Other                 | 
|                                                            | defined   |  | post-                   |  | defined   |  | post-                 |  | defined   |  | post-                 | 
|                                                            | benefit   |  | employment              |  | benefit   |  | employment            |  | benefit   |  | employment            | 
|                                                            | pension   |  | benefit                 |  | pension   |  | benefit               |  | pension   |  | benefit               | 
|                                                            | plans     |  | plans                   |  | plans     |  | plans                 |  | plans     |  | plans                 | 
|                                                            |           |  |                         |  |           |  |                       |  |           |  |                       | 
|Discount rate                                               | 5.10%     |  | 5.70%                   |  | 5.50%     |  | 6.10%                 |  | 5.70%     |  | 6.50%                 | 
|Inflation assumption                                        | 2.40%     |  | n/a                     |  | 2.40%     |  | n/a                   |  | 2.30%     |  | n/a                   | 
|Rate of increase in salaries                                | 3.60%     |  | 4.50%                   |  | 3.70%     |  | 4.50%                 |  | 3.60%     |  | 4.30%                 | 
|Rate of increase for pensions in payment                    | 2.20%     |  | n/a                     |  | 2.20%     |  | n/a                   |  | 2.20%     |  | n/a                   | 
|Rate of increase for pensions in deferment (where provided) | 2.60%     |  | n/a                     |  | 2.60%     |  | n/a                   |  | 2.60%     |  | n/a                   | 
|Long-term medical cost inflation(a)                         | n/a       |  | 4.80%                   |  | n/a       |  | 4.90%                 |  | n/a       |  | 4.90%                 | 
|Expected long-term rates of return:                         |           |  |                         |  |           |  |                       |  |           |  |                       | 
|Equities                                                    | 7.80%     |  |                         |  | 8.40%     |  |                       |  | 8.20%     |  |                       | 
|Bonds                                                       | 4.50%     |  |                         |  | 5.00%     |  |                       |  | 4.90%     |  |                       | 
|Others                                                      | 6.30%     |  |                         |  | 6.40%     |  |                       |  | 5.40%     |  |                       | 
|                                                            |           |  |                         |  |           |  |                       |  |           |  |                       | 

|(a)                                                                                                                                                                    | The valuations of other benefit plans generally assume a higher initial level of medical cost inflation, which falls from 11.20% to the long-term rate within the next six years.
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                      
|Assumptions for the remaining defined benefit plans vary considerably depending on the economic conditions of the country where they are situated.                    
|                                                                                                                                                                      
|For the most important pension plans, representing over 75% of all defined benefit plans by liabilities, the assumptions used at 31 December 2004, 2003 and 2002 were:

|                                                            |       |  |                |  |       |  |       |  |             | 
|----------------------------------------------------------- | ----- |  | -------------- |  | ----- |  | ----- |  | ----------- | 
|                                                            |       |  | United Kingdom |  |       |  |       |  | Netherlands | 
|                                                            | 2004  |  | 2003           |  | 2002  |  | 2004  |  | 2003        | 
|                                                            |       |  |                |  |       |  |       |  |             | 
|Discount rate                                               | 5.30% |  | 5.40%          |  | 5.50% |  | 4.50% |  | 5.20%       | 
|Inflation assumption                                        | 2.80% |  | 2.70%          |  | 2.25% |  | 1.80% |  | 1.80%       | 
|Rate of increase in salaries                                | 4.30% |  | 4.20%          |  | 3.75% |  | 2.30% |  | 2.50%       | 
|Rate of increase for pensions in payment                    | 2.90% |  | 2.80%          |  | 2.50% |  | 1.80% |  | 1.80%       | 
|Rate of increase for pensions in deferment (where provided) | 2.90% |  | 2.80%          |  | 2.50% |  | 1.80% |  | 1.80%       | 
|Expected long-term rates of return:                         |       |  |                |  |       |  |       |  |             | 
|Equities                                                    | 8.00% |  | 8.30%          |  | 8.00% |  | 7.60% |  | 8.30%       | 
|Bonds                                                       | 5.00% |  | 5.30%          |  | 4.90% |  | 4.10% |  | 4.70%       | 
|Others                                                      | 6.80% |  | 6.40%          |  | 5.80% |  | 5.90% |  | 6.80%       | 
|                                                            |       |  |                |  |       |  |       |  |             | 
|                                                           
|

|                                                            |       |  |       |  | United States |  |       |  |       |  | Germany | 
|----------------------------------------------------------- | ----- |  | ----- |  | ------------- |  | ----- |  | ----- |  | ------- | 
|                                                            | 2004  |  | 2003  |  | 2002          |  | 2004  |  | 2003  |  | 2002    | 
|                                                            |       |  |       |  |               |  |       |  |       |  |         | 
|Discount rate                                               | 5.70% |  | 6.10% |  | 6.50%         |  | 4.50% |  | 5.20% |  | 5.40%   | 
|Inflation assumption                                        | 2.50% |  | 2.50% |  | 2.50%         |  | 1.80% |  | 1.80% |  | 2.00%   | 
|Rate of increase in salaries                                | 4.50% |  | 4.50% |  | 4.50%         |  | 2.50% |  | 2.50% |  | 2.75%   | 
|Rate of increase for pensions in payment                    | 0.00% |  | 0.00% |  | 0.00%         |  | 1.80% |  | 1.80% |  | 2.00%   | 
|Rate of increase for pensions in deferment (where provided) | 0.00% |  | 0.00% |  | 0.00%         |  | 0.00% |  | 0.00% |  | 0.00%   | 
|Expected long-term rates of return:                         |       |  |       |  |               |  |       |  |       |  |         | 
|Equities                                                    | 8.20% |  | 8.60% |  | 8.30%         |  | 7.60% |  | 8.30% |  | 8.30%   | 
|Bonds                                                       | 4.60% |  | 4.70% |  | 4.30%         |  | 4.10% |  | 4.70% |  | 4.70%   | 
|Others                                                      | 4.50% |  | 4.70% |  | 4.30%         |  | 5.50% |  | 5.50% |  | 4.90%   | 
|                                                            |       |  |       |  |               |  |       |  |       |  |         | 
|

Demographic assumptions
Demographic assumptions, such as mortality rates, are set having regard to the latest trends in life expectancy, plan experience and other relevant data. The assumptions are reviewed and updated as necessary as part of
the periodic actuarial valuation of the pension plans.

UnileverAnnual
Report and Accounts 2004     123

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Notes to the consolidated
      accounts Unilever Group



18 Pensions and similar
      obligations(continued)

Balance SheetThe assets, liabilities and surplus/(deficit)
  position of the pension and other post-employment benefit plans and the expected
  rates of return on the plan assets, at the balance sheet date, were:

|                                       | € million |   | € million        |   | %         |  | € million        |   | € million   |                  | %         |  | € million |   | € million   |   | %         | 
|-------------------------------------- | --------- | - | ---------------- | - | --------- |  | ---------------- | - | ----------- | ---------------- | --------- |  | --------- | - | ----------- | - | --------- | 
|                                       |           |   | 31 December 2004 |   |           |  | 31 December 2003 |   |             | 31 December 2002 |          
|                                       |           |   | Other post-      |   | Long-term |  |                  |   | Other post- |                  | Long-term |  |           |   | Other post- |   | Long-term | 
|                                       |           |   | employment       |   | rates of  |  |                  |   | employment  |                  | rates of  |  |           |   | employment  |   | rates of  | 
|                                       | Pension   |   | benefit          |   | return    |  | Pension          |   | benefit     |                  | return    |  | Pension   |   | benefit     |   | return    | 
|                                       | plans     |   | plans            |   | expected  |  | plans            |   | plans       |                  | expected  |  | plans     |   | plans       |   | expected  | 
|                                       |           |   |                  |   |           |  |                  |   |             |                  |           |  |           |   |             |   |           | 
|Assets of principal plans:             |           |   |                  |   |           |  |                  |   |             |                  |           |  |           |   |             |   |           | 
|Equities                               | 8 136     |   |                 |   | 7.8%      |  | 8 054            |   |            |                  | 8.4%      |  | 7 281     |   |            |   | 8.2%      | 
|Bonds                                  | 3 183     |   |                 |   | 4.5%      |  | 3 123            |   |            |                  | 5.0%      |  | 3 383     |   |            |   | 4.9%      | 
|Other                                  | 2 005     |   |                 |   | 6.3%      |  | 1 582            |   |            |                  | 6.4%      |  | 1 644     |   |            |   | 5.4%      | 
|Assets of other plans                  | 291       |   | 14               |   | 7.2%      |  | 272              |   | 3           |                  | 7.5%      |  | 417       |   | 2           |   | 8.2%      | 
|                                       |           |   |                  |   |           |  |                  |   |             |                  |           |  |           |   |             |   |           | 
|Total plan assets                      | 13 615    |   | 14               |   |           |  | 13 031           |   | 3           |                  |           |  | 12 725    |   | 2           |   |           | 
|                                       |           |   |                  |   |           |  |                  |   |             |                  |           |  |           |   |             |   |           | 
|Present value of liabilities:          |           |   |                  |   |           |  |                  |   |             |                  |           |  |           |   |             |   |           | 
|Principal plans                        | (16 513   | ) |                 |   |           |  | (15 740          | ) |            |                  |           |  | (15 305   | ) |            |   |           | 
|Other plans                            | (1 070    | ) | (1 175           | ) |           |  | (1 052           | ) | (1 078      | )                |           |  | (1 675    | ) | (1 042      | ) |           | 
|                                       |           |   |                  |   |           |  |                  |   |             |                  |           |  |           |   |             |   |           | 
|Total present value of liabilities     | (17 583   | ) | (1 175           | ) |           |  | (16 792          | ) | (1 078      | )                |           |  | (16 980   | ) | (1 042      | ) |           | 
|                                       |           |   |                  |   |           |  |                  |   |             |                  |           |  |           |   |             |   |           | 
|Aggregate net surplus/(deficit)        |           |   |                  |   |           |  |                  |   |             |                  |           |  |           |   |             |   |           | 
|of the plans                           | (3 968    | ) | (1 161           | ) |           |  | (3 761           | ) | (1 075      | )                |           |  | (4 255    | ) | (1 040      | ) |           | 
|Irrecoverable surplus(b)               | (100      | ) |                 |   |           |  | (116             | ) |            |                  |           |  | (87       | ) |            |   |           | 
|Related deferred tax                   |           |   |                  |   |           |  |                  |   |             |                  |           |  |           |   |             |   |           | 
|asset/(liability)                      | 885       |   | 426              |   |           |  | 814              |   | 379         |                  |           |  | 1 058     |   | 388         |   |           | 
|                                       |           |   |                  |   |           |  |                  |   |             |                  |           |  |           |   |             |   |           | 
|Net pension asset/(liability)          | (3 183    | ) | (735             | ) |           |  | (3 063           | ) | (696        | )                |           |  | (3 284    | ) | (652        | ) |           | 
|                                       |           |   |                  |   |           |  |                  |   |             |                  |           |  |           |   |             |   |           | 
|                                       |           |   |                  |   |           |  |                  |   |             |                  |           |  |           |   |             |   |           | 
|Of which in respect of                 |           |   |                  |   |           |  |                  |   |             |                  |           |  |           |   |             |   |           | 
|Funded plans in surplus:               |           |   |                  |   |           |  |                  |   |             |                  |           |  |           |   |             |   |           | 
|Aggregate surplus                      | 764       |   |                 |   |           |  | 858              |   |            |                  |           |  | 677       |   |            |   |           | 
|Irrecoverable surplus(b)               | (100      | ) |                 |   |           |  | (116             | ) |            |                  |           |  | (8        | ) |            |   |           | 
|Related deferred tax
        liability | (208      | ) |                 |   |           |  | (252             | ) |            |                  |           |  | (209      | ) |            |   |           | 
|                                       |           |   |                  |   |           |  |                  |   |             |                  |           |  |           |   |             |   |           | 
|Net pension asset                      | 456       |   |                 |   |           |  | 490              |   |            |                  |           |  | 381       |   |            |   |           | 
|                                       |           |   |                  |   |           |  |                  |   |             |                  |           |  |           |   |             |   |           | 
|                                       |           |   |                  |   |           |  |                  |   |             |                  |           |  |           |   |             |   |           | 
|Funded plans in deficit:               |           |   |                  |   |           |  |                  |   |             |                  |           |  |           |   |             |   |           | 
|Aggregate deficit                      | (2 248    | ) |                 |   |           |  | (2 294           | ) |            |                  |           |  | (2 575    | ) |            |   |           | 
|Related deferred tax
        asset     | 615       |   |                 |   |           |  | 665              |   |            |                  |           |  | 808       |   |            |   |           | 
|                                       |           |   |                  |   |           |  |                  |   |             |                  |           |  |           |   |             |   |           | 
|Net pension liability                  | (1 633    | ) |                 |   |           |  | (1 629           | ) |            |                  |           |  | (1 767    | ) |            |   |           | 
|                                       |           |   |                  |   |           |  |                  |   |             |                  |           |  |           |   |             |   |           | 
|                                       |           |   |                  |   |           |  |                  |   |             |                  |           |  |           |   |             |   |           | 
|Unfunded plans:                        |           |   |                  |   |           |  |                  |   |             |                  |           |  |           |   |             |   |           | 
|Aggregate liability                    | (2 484    | ) | (1 161           | ) |           |  | (2 325           | ) | (1 075      | )                |           |  | (2 357    | ) | (1 040      | ) |           | 
|Related deferred tax
        asset     | 478       |   | 426              |   |           |  | 401              |   | 379         |                  |           |  | 459       |   | 388         |   |           | 
|                                       |           |   |                  |   |           |  |                  |   |             |                  |           |  |           |   |             |   |           | 
|Net pension liability                  | (2 006    | ) | (735             | ) |           |  | (1 924           | ) | (696        | )                |           |  | (1 898    | ) | (652        | ) |           | 
|                                       |           |   |                  |   |           |  |                  |   |             |                  |           |  |           |   |             |   |           | 

|(b) | The surplus in the plans is only recoverable
        to the extent that the Group can benefit from either refunds formally
        agreed or future contribution reductions.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



124UnileverAnnual
      Report and Accounts 2004

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Notes to the consolidated
      accounts Unilever Group



18 Pensions and similar
      obligations(continued)

Profit and loss accountThe charge to the profit and loss account
comprises:

|                                                               | € million |   | € million |   | € million |  
|-------------------------------------------------------------- | --------- | - | --------- | - | --------- | -
|                                                               | 2004      |   | 2003      |   | 2002      |  
|                                                               |           |   |           |   |           |  
|Charged to operating profit:                                   |           |   |           |   |           |  
|Defined benefit pension and other benefit
        plans:       |           |   |           |   |           |  
|Current service cost                                           | (317      | ) | (336      | ) | (364      | )
|Special termination
        benefits                           | (135      | ) | (73       | ) | (96       | )
|Past service cost                                              | (13       | ) | (5        | ) | 9         |  
|Gains on settlements/curtailments                              | 61        |   | 14        |   | 119       |  
|Recognition of previously
        irrecoverable surplus        | 1         |   |          |   | 7         |  
|Defined contribution plans                                     | (42       | ) | (30       | ) | (26       | )
|                                                               |           |   |           |   |           |  
|Total operating cost                                           | (445      | ) | (430      | ) | (351      | )
|                                                               |           |   |           |   |           |  
|Charged to other finance income/(cost):                        |           |   |           |   |           |  
|Interest on retirement benefits                                | (977      | ) | (966      | ) | (1 072    | )
|Refund of previously irrecoverable surplus                     |          |   | 7         |   |          |  
|Expected return on assets                                      | 916       |   | 793       |   | 1 180     |  
|                                                               |           |   |           |   |           |  
|Total other finance income/(cost)                              | (61       | ) | (166      | ) | 108       |  
|                                                               |           |   |           |   |           |  
|Net impact on the profit and loss account
        (before tax) | (506      | ) | (596      | ) | (243      | )
|                                                               |           |   |           |   |           |  

Cash flowGroup
    cash flow in respect of pensions and similar benefits comprises company contributions
    paid to funded plans and
    benefits paid by the company in respect of unfunded plans. In 2004, the benefits
    paid in respect of unfunded plans amounted to €311 million (2003: €295
    million; 2002: €260 million). Company contributions to funded plans
    were at a reduced level for a number of years resulting from the generally
    strong stock market performance of the 1990s. Following the falls in stock
    markets in 2000, 2001 and 2002, contribution holidays have ended for many
    Unilever plans and the aggregate level of contributions is now rising. Contributions
    are subject to periodic review. In 2004, contributions to funded defined
    benefit plans, including one-off contributions of €186 million, amounted
    to €462 million (2003: €170 million; 2002: €140 million).
    In 2003 a refund of €7 million was received in Finland out of previously
    irrecoverable surplus. Total contributions to funded plans and benefit payments
    by the Group in respect of unfunded plans are expected to be about €675
million in 2005 (2004: €815 million).

Statement of total recognised gains and
      lossesThe following amounts have been recognised
    in the statement of total recognised gains and losses, net of minority interests:

|                                                                                                              | € million |   | € million |   | € million |  
|------------------------------------------------------------------------------------------------------------- | --------- | - | --------- | - | --------- | -
|                                                                                                              | 2004      |   | 2003      |   | 2002      |  
|                                                                                                              |           |   |           |   |           |  
|Actual return less expected return on
        pension and other benefit plan assets                           | 392       |   | 967       |   | (3 276    | )
|Experience gains/(losses) arising on pension
        plan and other benefit plan liabilities                  | (45       | ) | (135      | ) | (95       | )
|Changes in assumptions underlying the
        present value of the pension and other benefit plan liabilities | (1 053    | ) | (644      | ) | (952      | )
|                                                                                                              |           |   |           |   |           |  
|Actuarial gains/(losses)                                                                                      | (706      | ) | 188       |   | (4 323    | )
|Change in unrecognised surplus                                                                                | 15        |   | (40       | ) | 171       |  
|                                                                                                              |           |   |           |   |           |  
|Net actuarial gain/(loss) recognised in
        statement of total recognised gains and losses (before tax)   | (691      | ) | 148       |   | (4 152    | )
|                                                                                                              |           |   |           |   |           |  

Reconciliation of change in surplus/deficitMovements in surplus/deficit during the year:

|                                                                     | € million |   | € million |   | € million |  
|-------------------------------------------------------------------- | --------- | - | --------- | - | --------- | -
|                                                                     | 2004      |   | 2003      |   | 2002      |  
|                                                                     |           |   |           |   |           |  
|Surplus/(deficit) at beginning of the
        year                   | (4 836    | ) | (5 295    | ) | (1 520    | )
|Movements in year:                                                   |           |   |           |   |           |  
|Acquisitions                                                         | 3         |   | (1        | ) |          |  
|Reclassification of employee benefits
        as pension liabilities | (1        | ) | (23       | ) |          |  
|Current service cost                                                 | (317      | ) | (336      | ) | (364      | )
|Special termination benefits                                         | (135      | ) | (73       | ) | (96       | )
|Past service costs                                                   | (13       | ) | (5        | ) | 9         |  
|Settlements/curtailments                                             | 61        |   | 14        |   | 119       |  
|Other finance income/(cost)                                          | (61       | ) | (173      | ) | 108       |  
|Actuarial gain/(loss)                                                | (697      | ) | 188       |   | (4 323    | )
|Contributions                                                        | 773       |   | 465       |   | 400       |  
|Currency retranslation                                               | 94        |   | 403       |   | 372       |  
|                                                                     |           |   |           |   |           |  
|Surplus/(deficit) at end of the year                                 | (5 129    | ) | (4 836    | ) | (5 295    | )
|                                                                     |           |   |           |   |           |  

UnileverAnnual
    Report and Accounts 2004125

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Notes to the consolidated
      accounts Unilever Group



18 Pensions and similar
      obligations(continued)

History of experience gains and losses

|                                                                           | 2004 |   | 2003 |   | 2002   |   | 2001   |  
|-------------------------------------------------------------------------- | ---- | - | ---- | - | ------ | - | ------ | -
|                                                                           |      |   |      |   |        |   |        |  
|Actual return less expected return on
        plan assets (€ million)      | 392  |   | 967  |   | (3 276 | ) | (2 343 | )
|As % of plan assets at beginning of year
        (%)                       | 3    |   | 8    |   | (19    | ) | (12    | )
|Experience gains/(losses) on plan liabilities
        (€ million)          | (45  | ) | (135 | ) | (95    | ) | 197    |  
|As % of present value of plan liabilities
        at beginning of year (%) |     |   | (1   | ) | (1     | ) | 1      |  
|Total actuarial gain/(loss) (€ million)                                    | (697 | ) | 188  |   | (4 323 | ) | (2 344 | )
|As % of present value of plan liabilities
        at beginning of year (%) | 4    |   | 1    |   | (23    | ) | (13    | )
|                                                                           |      |   |      |   |        |   |        |  

US GAAP disclosuresUnder US GAAP, the actuarial assumptions used
    to calculate the benefit obligations are set by reference to market conditions
    at the balance sheet date, in a similar manner to that used under FRS 17.
    The accounting methodology however is not the same as under FRS 17, since
    under US GAAP all costs are recognised in operating profit and certain cost
    items are amortised in the profit and loss account rather than recognised
immediately.

The disclosures below show the benefit obligations,
    assets, funded status and balance sheet impact, as well as the periodic expense,
    cash flows and related economic assumptions associated with the defined benefit
    pension plans and other post-employment benefit plans as computed in accordance
    with SFAS 87 and SFAS 106.

Measurement datesAll plan assets are valued at fair value at
    the balance sheet date. Liabilities in respect of the most important pension
    plans comprising approximately 75% of the pension liabilities are subject
    to actuarial valuations every year. The valuations use membership data for
    the current year with the liability projected forward to the balance sheet
    date. Valuations of all other plans are carried out every three years and
    in the case of the other principal pension plans, comprising approximately
a further 15% of the liabilities, the valuations are updated each year.

|Benefit obligations                                                                |           |   |           |   |               |   |               |  
|---------------------------------------------------------------------------------- | --------- | - | --------- | - | ------------- | - | ------------- | -
|The table below shows changes in benefit
        obligations during 2004 and 2003. |           |   |           |   |               |   |               |  
|                                                                                   | € million |   | € million |   | € million     |   | € million     |  
|                                                                                   |           |   |           |   | Other post-   |   | Other post-   |  
|                                                                                   | Pension   |   | Pension   |   | employment    |   | employment    |  
|                                                                                   | plans     |   | plans     |   | benefit plans |   | benefit plans |  
|                                                                                   | 2004      |   | 2003      |   | 2004          |   | 2003          |  
|                                                                                   |           |   |           |   |               |   |               |  
|Change in benefit obligations                                                      |           |   |           |   |               |   |               |  
|Benefit obligations at 1 January                                                   | 16 718    |   | 15 215    |   | 1 049         |   | 1 012         |  
|Extension of coverage(c)                                                           |          |   | 1 690     |   | 29            |   | 77            |  
|Service cost                                                                       | 293       |   | 308       |   | 24            |   | 23            |  
|Interest cost                                                                      | 909       |   | 895       |   | 64            |   | 63            |  
|Plan member contributions                                                          | 32        |   | 21        |   |              |   |              |  
|Amendments                                                                         | 5         |   | 3         |   | (3            | ) |              |  
|Plan mergers                                                                       |          |   |          |   |              |   |              |  
|Actuarial (gains)/losses                                                           | 922       |   | 661       |   | 179           |   | 132           |  
|Acquisitions/disposals                                                             |          |   | 1         |   |              |   |              |  
|Settlements/curtailments                                                           | (65       | ) | (12       | ) | 1             |   | (5            | )
|Special termination benefits                                                       | 134       |   | 75        |   | 1             |   | 1             |  
|Benefits paid                                                                      | (1 126    | ) | (1 139    | ) | (89           | ) | (78           | )
|Reclassification of benefits(d)                                                    | (166      | ) |          |   |              |   |              |  
|Currency retranslation                                                             | (144      | ) | (1 000    | ) | (80           | ) | (176          | )
|                                                                                   |           |   |           |   |               |   |               |  
|Benefit obligations at 31 December                                                 | 17 512    |   | 16 718    |   | 1 175         |   | 1 049         |  
|                                                                                   |           |   |           |   |               |   |               |  

|(c) | With effect from 1 January
        2003 a number of additional pension plans were included in the SFAS 87
        disclosures. This increased the overall coverage from 90% to 100% of
        liabilities. With effect from 1 January 2004, FAS 112 liabilities are
        fully disclosed in Other post employment benefit plans.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(d) | During 2004, some plans changed
        from defined benefit to defined contribution.                                                                                                                                                                                                                                               

|                                                                                                     |         |  |         |  |               |  |               | 
|---------------------------------------------------------------------------------------------------- | ------- |  | ------- |  | ------------- |  | ------------- | 
|Assumptions                                                                                          |         |  |         |  |               |  |               | 
|The assumptions used to value the benefit
        obligations in respect of the principal plans are: |         |  |         |  |               |  |               | 
|                                                                                                     | %       |  | %       |  | %             |  | %             | 
|                                                                                                     |         |  |         |  | Other post-   |  | Other post-   | 
|                                                                                                     | Pension |  | Pension |  | employment    |  | employment    | 
|                                                                                                     | plans   |  | plans   |  | benefit plans |  | benefit plans | 
|                                                                                                     | 2004    |  | 2003    |  | 2004          |  | 2003          | 
|                                                                                                     |         |  |         |  |               |  |               | 
|Weighted average assumptions used to
          determine benefit                                     |         |  |         |  |               |  |               | 
|obligations for the principal plans
          at 31 December                                         |         |  |         |  |               |  |               | 
|Discount rate                                                                                        | 5.10    |  | 5.50    |  | 5.70          |  | 6.10          | 
|Salary increases                                                                                     | 3.60    |  | 3.70    |  | 4.50          |  | 4.50          | 
|Pension increases                                                                                    | 2.20    |  | 2.20    |  | n/a           |  | n/a           | 
|                                                                                                     |         |  |         |  |               |  |               | 

Assumptions for the remaining defined benefits
    plans vary considerably, depending on the economic conditions of the country
    where they are situated.

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Notes to the consolidated
      accounts Unilever Group



|18 Pensions and similar
          obligations(continued)              |        |  |       | 
|--------------------------------------------------------------------- | ------ |  | ----- | 
|Post-employment healthcare benefits                                   |        |  |       | 
|Additional assumptions in respect of healthcare
        benefits are: |        |  |       | 
|                                                                      | 2004   |  | 2003  | 
|                                                                      |        |  |       | 
|Weighted average healthcare trend rates
          at 31 December      |        |  |       | 
|Healthcare cost trend rate assumed for
        next year              | 11.20% |  | 9.50% | 
|Rate to which the cost trend rate gradually
        declines          | 4.80%  |  | 4.90% | 
|Year that the assumed long-term rate is
        reached               | 2011   |  | 2009  | 
|                                                                      |        |  |       | 

Assumed healthcare cost trend rates have a
    significant effect on the amounts reported for the healthcare plans. A one-percentage-point
    change in assumed healthcare cost trend rates would have the following effect:

|                                             | € million1% pointincrease |  | € million1% pointdecrease |  
|-------------------------------------------- | ------------------------- |  | ------------------------- | -
|                                             |                           | 
|                                             |                           | 
|                                             |                           |  |                           |  
|Effect on post-employment benefit obligation | 65                        |  | (55                       | )
|                                             |                           |  |                           |  

|Plan assets                                                                    |           |   |           |   |               |   |               |  
|------------------------------------------------------------------------------ | --------- | - | --------- | - | ------------- | - | ------------- | -
|The table below shows the changes in plan
        assets during 2004 and 2003. |           |   |           |   |               |   |               |  
|                                                                               | € million |   | € million |   | € million     |   | € million     |  
|                                                                               |           |   |           |   | Other post-   |   | Other post-   |  
|                                                                               | Pension   |   | Pension   |   | employment    |   | employment    |  
|                                                                               | plans     |   | plans     |   | benefit plans |   | benefit plans |  
|                                                                               | 2004      |   | 2003      |   | 2004          |   | 2003          |  
|                                                                               |           |   |           |   |               |   |               |  
|Change in plan assets                                                          |           |   |           |   |               |   |               |  
|Fair value of plan assets at 1 January                                         | 12 850    |   | 12 097    |   | 3             |   | 2             |  
|Extension of coverage(e)                                                       |          |   | 485       |   |              |   |              |  
|Plan mergers                                                                   |          |   |          |   |              |   |              |  
|Actual return on plan assets                                                   | 1 275     |   | 1 744     |   | 9             |   |              |  
|Acquisitions/(disposals)                                                       |          |   |          |   |              |   |              |  
|Settlements                                                                    | (23       | ) | 1         |   |              |   |              |  
|Employer contributions/surplus refunds                                         | 693       |   | 390       |   | 88            |   | 79            |  
|Plan member contributions                                                      | 32        |   | 21        |   |              |   |              |  
|Benefits paid from plan assets                                                 | (1 126    | ) | (1 139    | ) | (89           | ) | (78           | )
|Reclassification of benefits(f)                                                | (166      | ) |          |   |              |   |              |  
|Currency retranslations                                                        | (94       | ) | (749      | ) | 3             |   |              |  
|                                                                               |           |   |           |   |               |   |               |  
|Fair value of plan assets at 31 December                                       | 13 441    |   | 12 850    |   | 14            |   | 3             |  
|                                                                               |           |   |           |   |               |   |               |  

|(e)                                                                                                                                                                                                                                     | With effect from 1 January
        2003, a number of additional pension plans were included in the SFAS
        87 disclosures. This increased the coverage from 90% to 100%.
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(f)                                                                                                                                                                                                                                     | During 2004, some plans changed
        from defined benefit to defined contribution.                                                                                        
|                                                                                                                                                                                                                                       
|Asset allocationThe
        asset allocation for the Groups principal pension plans at 31 December
        2003 and 2004, target allocation for 2005, and expected long-term rates
        of return by asset category are as follows:
|                                                                                                                                                                                                                                       

|                          |            |  |             |  |             |  | Long-term      | 
|------------------------- | ---------- |  | ----------- |  | ----------- |  | -------------- | 
|                          | Target     |  | Percentage  |  | Percentage  |  | expected       | 
|                          | percentage |  | of plan     |  | of plan     |  | return on      | 
|                          | allocation |  | assets at   |  | assets at   |  | plan assets at | 
|                          | for        |  | 31 December |  | 31 December |  | 31 December    | 
|                          | 2005       |  | 2004        |  | 2003        |  | 2004           | 
|                          |            |  |             |  |             |  |                | 
|Long-term asset category: |            |  |             |  |             |  |                | 
|Equity securities         | 61         |  | 63          |  | 63          |  | 7.80%          | 
|Debt securities           | 27         |  | 24          |  | 25          |  | 4.50%          | 
|Property                  | 9          |  | 9           |  | 9           |  | 6.30%          | 
|Other                     | 3          |  | 4           |  | 3           |  | 5.00%          | 
|                          |            |  |             |  |             |  |                | 
|Total                     | 100        |  | 100         |  | 100         |  | 6.80%          | 
|                          |            |  |             |  |             |  |                | 

Equity securities include Unilever securities
    amounting to €24 million (0.2% of total plan assets) and €44
    million (0.3% of total plan assets) at31 December
    2004 and 2003 respectively.

Investment strategyThe Groups investment strategy
  in respect of its funded pension 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 company of the benefits provided. To achieve this, investments
  are well diversified, such that the failure of any single investment would
  not have a material impact on the overall level of assets. The plans invest
  the largest proportion of the assets in equities which the Group believes offer
  the best returns over the long term commensurate with an acceptable level of
  risk. The Group also keeps a proportion of assets invested in bonds, property
  and cash. Most assets are managed by a number of external fund managers, with
  a small proportion managed in-house.

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    Report and Accounts 2004127

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Notes to the consolidated
      accounts Unilever Group



18 Pensions and similar
      obligations(continued)

Funded statusThe funded status of the plans, reconciled
to the amount reported in the statement of financial position, is as follows:

|                                                                              | € million |   | € million |   | € million     |   | € million     |  
|----------------------------------------------------------------------------- | --------- | - | --------- | - | ------------- | - | ------------- | -
|                                                                              |           |   |           |   | Other post-   |   | Other post-   |  
|                                                                              | Pension   |   | Pension   |   | employment    |   | employment    |  
|                                                                              | plans     |   | plans     |   | benefit plans |   | benefit plans |  
|                                                                              | 2004      |   | 2003      |   | 2004          |   | 2003          |  
|                                                                              |           |   |           |   |               |   |               |  
|Fair value of plan assets                                                     | 13 441    |   | 12 850    |   | 14            |   | 3             |  
|Benefit obligations                                                           | (17 512   | ) | (16 718   | ) | (1 175        | ) | (1 049        | )
|                                                                              |           |   |           |   |               |   |               |  
|Funded status at 31 December                                                  | (4 071    | ) | (3 868    | ) | (1 161        | ) | (1 046        | )
|Unrecognised net transition liability/(asset)                                 | (82       | ) | (117      | ) |              |   |              |  
|Unrecognised net actuarial loss/(gain)                                        | 2 966     |   | 2 662     |   | 290           |   | 156           |  
|Unrecognised prior service cost                                               | 118       |   | 142       |   | (2            | ) | 1             |  
|Other (SFAS 112 liabilities)                                                  | n/a       |   | n/a       |   |              |   | (29           | )
|                                                                              |           |   |           |   |               |   |               |  
|Net amount recognised at 31 December                                          | (1 069    | ) | (1 181    | ) | (873          | ) | (918          | )
|                                                                              |           |   |           |   |               |   |               |  
|Amount recognised in the statement of
        financial position consists of: |           |   |           |   |               |   |               |  
|Prepaid benefit cost                                                          | 1 333     |   | 1 147     |   |              |   |              |  
|Accrued benefit liability                                                     | (2 402    | ) | (2 328    | ) | (873          | ) | (918          | )
|Additional minimum liability                                                  | (2 208    | ) | (2 233    | ) |              |   |              |  
|Intangible asset                                                              | 99        |   | 148       |   |              |   |              |  
|Accumulated other comprehensive income                                        | 2 109     |   | 2 085     |   |              |   |              |  
|                                                                              |           |   |           |   |               |   |               |  
|Net amount recognised at 31 December                                          | (1 069    | ) | (1 181    | ) | (873          | ) | (918          | )
|                                                                              |           |   |           |   |               |   |               |  

The projected benefit obligation (PBO), accumulated
    benefit obligation (ABO), and fair value of plan assets, in total and for
    plans where the projected benefit obligation or accumulated benefit obligation
    is in excess of plan assets is as follows:

|                                | € million |  | € million |  | € million   |  | € million   |  | € million   |  | € million   | 
|------------------------------- | --------- |  | --------- |  | ----------- |  | ----------- |  | ----------- |  | ----------- | 
|                                |           |  |           |  | Plans where |  | Plans where |  | Plans where |  | Plans where | 
|                                | Pension   |  | Pension   |  | PBO exceeds |  | PBO exceeds |  | ABO exceeds |  | ABO exceeds | 
|                                | plans     |  | plans     |  | plan assets |  | plan assets |  | plan assets |  | plan assets | 
|                                | 2004      |  | 2003      |  | 2004        |  | 2003        |  | 2004        |  | 2003        | 
|                                |           |  |           |  |             |  |             |  |             |  |             | 
|As at 31 December               |           |  |           |  |             |  |             |  |             |  |             | 
|Projected benefit obligations   | 17 512    |  | 16 718    |  | 13 330      |  | 12 635      |  | 12 767      |  | 10 703      | 
|Accumulated benefit obligations | 16 343    |  | 15 531    |  | 12 459      |  | 11 784      |  | 11 930      |  | 9 980       | 
|Fair value of plan assets       | 13 441    |  | 12 850    |  | 8 532       |  | 7 968       |  | 7 987       |  | 6 073       | 
|                                |           |  |           |  |             |  |             |  |             |  |             | 

|                                                     |           |   |           |   |           |   |               |  |               |   |               |  
|---------------------------------------------------- | --------- | - | --------- | - | --------- | - | ------------- |  | ------------- | - | ------------- | -
|Net periodic cost                                    |           |   |           |   |           |   |               |  |               |   |               |  
|                                                     | € million |   | € million |   | € million |   | € million     |  | € million     |   | € million     |  
|                                                     |           |   |           |   |           |   | Other post-   |  | Other post-   |   | Other post-   |  
|                                                     | Pension   |   | Pension   |   | Pension   |   | employment    |  | employment    |   | employment    |  
|                                                     | plans     |   | plans     |   | plans     |   | benefit plans |  | benefit plans |   | benefit plans |  
|                                                     | 2004      |   | 2003      |   | 2002      |   | 2004          |  | 2003          |   | 2002          |  
|                                                     |           |   |           |   |           |   |               |  |               |   |               |  
|Components of net periodic benefit
          cost(g) |           |   |           |   |           |   |               |  |               |   |               |  
|Service cost (gross)                                 | 324       |   | 329       |   | 324       |   | 24            |  | 23            |   | 20            |  
|Interest cost                                        | 909       |   | 895       |   | 864       |   | 64            |  | 63            |   | 78            |  
|Expected returns on plan assets                      | (917      | ) | (791      | ) | (1 189    | ) |              |  |              |   |              |  
|Expected employee contributions                      | (32       | ) | (21       | ) | (9        | ) |              |  |              |   |              |  
|Amortisation of prior service cost                   | 33        |   | 36        |   | 33        |   |              |  | 1             |   |              |  
|Amortisation of transition (asset)                   | (35       | ) | (59       | ) | (63       | ) |              |  |              |   |              |  
|Amortisation of actuarial loss/(gain)                | 163       |   | 217       |   | (45       | ) | 12            |  | (1            | ) | (6            | )
|                                                     |           |   |           |   |           |   |               |  |               |   |               |  
|Total before SFAS 88 events                          | 445       |   | 606       |   | (85       | ) | 100           |  | 86            |   | 92            |  
|Adjustments for SFAS 88 events                       | 120       |   | 83        |   | (118      | ) | 6             |  | (1            | ) | (23           | )
|                                                     |           |   |           |   |           |   |               |  |               |   |               |  
|Net periodic benefit cost                            | 565       |   | 689       |   | (203      | ) | 106           |  | 85            |   | 69            |  
|                                                     |           |   |           |   |           |   |               |  |               |   |               |  

|(g) | With effect from 1 January
        2003, a number of additional pension plans were included in the SFAS
        87 valuation exercise. This increased the coverage from 90% to 100%.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In 2002 the Group did not calculate pension
    costs and balances under SFAS 87 for a number of small defined benefit plans.
    The amounts under SFAS 87 would not have been materially different from those
    reported in the group accounts under SSAP 24, with €1 129 million provided
    in the group balance sheet at 31 December 2002 and €158 million charged
to the profit and loss account in 2002.

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      Report and Accounts 2004

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Notes to the consolidated accounts
Unilever Group

18 Pensions and similar obligations(continued)

Assumptions
The assumptions in respect of principal plans used to determine the periodic expense in the table above for pensions and other retirement benefits are given in the table below:

|                                                        | %       |  | %       |  | %       |  | %                         |  | %                       |  | %                       | 
|------------------------------------------------------- | ------- |  | ------- |  | ------- |  | ------------------------- |  | ----------------------- |  | ----------------------- | 
|                                                        |         |  |         |  |         |  | Other
            post-   |  | Other
          post-   |  | Other
          post-   | 
|                                                        | Pension |  | Pension |  | Pension |  | employment                |  | employment              |  | employment              | 
|                                                        | plans   |  | plans   |  | plans   |  | benefit
            plans |  | benefit
          plans |  | benefit
          plans | 
|                                                        | 2004    |  | 2003    |  | 2002    |  | 2004                      |  | 2003                    |  | 2002                    | 
|                                                        |         |  |         |  |         |  |                           |  |                         |  |                         | 
|Weighted average assumptions used to determine net cost |         |  |         |  |         |  |                           |  |                         |  |                         | 
|for the principal plans for the years ended 31 December |         |  |         |  |         |  |                           |  |                         |  |                         | 
|Discount rate                                           | 5.50    |  | 5.70    |  | 6.00    |  | 6.10                      |  | 6.50                    |  | 7.25                    | 
|Expected long-term rate of return on plan assets        | 7.20    |  | 6.90    |  | 7.75    |  | n/a                       |  | n/a                     |  | n/a                     | 
|Salary increases                                        | 3.70    |  | 3.60    |  | 3.75    |  | 4.50                      |  | 4.30                    |  | 4.50                    | 
|Pension increases                                       | 2.20    |  | 2.20    |  | 2.50    |  | n/a                       |  | n/a                     |  | n/a                     | 
|                                                        |         |  |         |  |         |  |                           |  |                         |  |                         | 

Expected rate of return on plan assets
The expected rate of return on plan assets was determined, based on actuarial advice, by a process that takes the current long-term rates of return available on government bonds and applies to these rates suitable risk
premiums that take account of available historic market returns and current market expectations.

Post-employment healthcare benefits
Assumed healthcare cost trend rates have a significant effect on the amounts reported for the healthcare plans. A one-percentage-point change in assumed healthcare cost trend rates would have the following
effects:

|                                                        | € million           |  | €million          |  
|------------------------------------------------------- | ------------------- |  | ----------------- | -
|                                                        | 1%
           point |  | 1%
         point |  
|                                                        | increase            |  | decrease          |  
|                                                        |                     |  |                   |  
|Effect on total of service and interest cost components | 5                   |  | (4                | )
|                                                        |                     |  |                   |  

Expected cash flows
During 2005 Unilever expects to make cash contributions
of €315 million to funded defined benefit plans. This includes both mandatory and discretionary payments. In addition, a further €43
million is expected
to be contributed to defined contribution plans.

The table below shows the expected benefit payments from defined benefit plans. The benefits paid from funded plans include amounts funded by employee contributions. The benefits paid in respect of unfunded plans are
made from the Groups cash resources.

|                          |  |                  |  | € million      |  | € million | 
|------------------------- |  | ---------------- |  | -------------- |  | --------- | 
|                          |  | Pension benefits |  | Other benefits | 
|                          |  | Funded           |  | Unfunded       |  | Unfunded  | 
|                          |  |                  |  |                |  |           | 
|Expected benefit payments |  |                  |  |                |  |           | 
|2005                      |  | 811              |  | 222            |  | 92        | 
|2006                      |  | 816              |  | 227            |  | 91        | 
|2007                      |  | 842              |  | 236            |  | 94        | 
|2008                      |  | 864              |  | 245            |  | 98        | 
|2009                      |  | 885              |  | 250            |  | 101       | 
|20102014                 |  | 4 665            |  | 1 384          |  | 534       | 
|                          |  |                  |  |                |  |           | 

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Notes to the consolidated accounts
Unilever Group

19 Deferred taxation

|                                                                            | € million |   | € million |  
|--------------------------------------------------------------------------- | --------- | - | --------- | -
|                                                                            | 2004      |   | 2003      |  
|                                                                            |           |   |           |  
|Deferred taxation on:                                                       |           |   |           |  
|Accelerated depreciation                                                    | 771       |   | 859       |  
|Stock reliefs                                                               | 33        |   | 31        |  
|Short-term and other timing differences                                     | (1 266    | ) | (780      | )
|                                                                            |           |   |           |  
|                                                                            | (462      | ) | 110       |  
|Less: asset balances reclassified as debtors due after more than one year13 | 973       |   | 637       |  
|                                                                            |           |   |           |  
|                                                                            | 511       |   | 747       |  
|                                                                            |           |   |           |  
|Movements in deferred taxation liabilities:                                 |           |   |           |  
|1 January                                                                   | 747       |   |           |  
|Currency retranslation                                                      | 31        |   |           |  
|Disposal of group companies                                                 | (8        | ) |           |  
|Profit and loss account                                                     | (593      | ) |           |  
|Effect of reclassifying asset balances                                      | 336       |   |           |  
|Other movements                                                             | (2        | ) |           |  
|                                                                            |           |   |           |  
|31 December                                                                 | 511       |   |           |  
|                                                                            |           |   |           |  

Deferred tax balances in respect of pensions are reported as a separate component of the pensions balances. See note 18 on pages 122 to 129.

Deferred tax assets totalling €415 million in respect of unutilised foreign tax credits, tax losses and other timing differences have not been recognised at 31 December 2004 as the likelihood of future economic
benefits is not assured.

20 Restructuring and other 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 amount of the obligation can be reasonably estimated.

|                                       | € million |   | € million | 
|-------------------------------------- | --------- | - | --------- | 
|                                       | 2004      |   | 2003      | 
|                                       |           |   |           | 
|Restructuring provisions               | 710       |   | 445       | 
|Other provisions                       | 638       |   | 426       | 
|                                       |           |   |           | 
|Total                                  | 1 348     |   | 871       | 
|                                       |           |   |           | 
|Movements in restructuring provisions: |           |   |           | 
|1 January                              | 445       |   |           | 
|Currency retranslation                 | (17       | ) |           | 
|Disposal of group companies            | 24        |   |           | 
|Profit and loss account:               |           |   |           | 
|New charges                            | 714       |   |           | 
|Releases                               | (53       | ) |           | 
|Utilisation                            | (403      | ) |           | 
|                                       |           |   |           | 
|31 December                            | 710       |   |           | 
|                                       |           |   |           | 
|Movements in other provisions:         |           |   |           | 
|1 January                              | 426       |   |           | 
|Currency retranslation                 | (7        | ) |           | 
|Disposal of group companies            | 4         |   |           | 
|Profit and loss account                |           |   |           | 
|New charges                            | 269       |   |           | 
|Releases                               | (40       | ) |           | 
|Utilisation                            | (14       | ) |           | 
|                                       |           |   |           | 
|31 December                            | 638       |   |           | 
|                                       |           |   |           | 

Restructuring provisions at the end of 2004 primarily relate to the Path to Growth initiatives described in note 4 on page 109, and amounted to €0.7 billion, the cash impact of which is expected to be a cash
outflow of €0.6 billion in 2005 and €0.1 billion thereafter. Other provisions principally comprise balances held in respect of legal, environmental and other exposures. At the end of 2004, the balance includes a €169 million charge,
taken in 2004, relating to the potential repayment of certain sales tax credits taken in Brazil. The cash impact of these balances is expected to be a cash outflow of €0.1 billion in 2005, and €0.5 billion thereafter.

130UnileverAnnual Report and Accounts 2004

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Notes to the consolidated accounts
Unilever Group

21 Capital and reserves

The following tables present combined disclosure of movements in capital and reserves of NV and PLC for the years 2004, 2003 and 2002 in order to show these changes for the Unilever Group as a whole. This information
does not reflect the separate legal status of NV and PLC; information on capital and reserves attributable to each of NV and PLC is given in notes 22, 23 and 24 on pages 132 and 133.

|                                                       | € million     |  | € million |   | € million |   | € million |   | € million |  
|------------------------------------------------------ | ------------- |  | --------- | - | --------- | - | --------- | - | --------- | -
|                                                       |               |  | Share     |   |           |   |           |   |           |  
|                                                       | Called up     |  | premium   |   | Other     |   | Profit    |   |           |  
|                                                       | share capital |  | account   |   | reserves  |   | retained  |   | Total     |  
|                                                       |               |  |           |   |           |   |           |   |           |  
|2004                                                   |               |  |           |   |           |   |           |   |           |  
|1 January 2004                                         | 642           |  | 1 530     |   | (2 442    | ) | 6 190     |   | 5 920     |  
|Result for the year retained                           |              |  |          |   |          |   | 33        |   | 33        |  
|Goodwill movements                                     |              |  |          |   |          |   | 16        |   | 16        |  
|Actuarial gains/(losses) on pension schemes net of tax |              |  |          |   |          |   | (454      | ) | (454      | )
|Change in book value of shares or certificates held    |               |  |           |   |           |   |           |   |           |  
|in connection with share options                       |              |  |          |   | (331      | ) | 7         |   | (324      | )
|Share option credit(a)                                 |              |  |          |   |          |   | 222       |   | 222       |  
|Currency retranslation                                 |              |  |          |   | 38        |   | 83        |   | 121       |  
|                                                       |               |  |           |   |           |   |           |   |           |  
|31 December 2004                                       | 642           |  | 1 530     |   | (2 735    | ) | 6 097     |   | 5 534     |  
|                                                       |               |  |           |   |           |   |           |   |           |  
|2003                                                   |               |  |           |   |           |   |           |   |           |  
|1 January 2003                                         | 642           |  | 1 541     |   | (2 144    | ) | 4 663     |   | 4 702     |  
|Result for the year retained                           |              |  |          |   |          |   | 1 053     |   | 1 053     |  
|Goodwill movements                                     |              |  |          |   |          |   | 135       |   | 135       |  
|Actuarial gains/(losses) on pension schemes net of tax |              |  |          |   |          |   | (28       | ) | (28       | )
|Change in book value of shares or certificates held    |               |  |           |   |           |   |           |   |           |  
|in connection with share options                       |              |  |          |   | (400      | ) |          |   | (400      | )
|Share option credit(a)                                 |              |  |          |   |          |   | 208       |   | 208       |  
|Currency retranslation                                 |              |  | (11       | ) | 102       |   | 159       |   | 250       |  
|                                                       |               |  |           |   |           |   |           |   |           |  
|31 December 2003                                       | 642           |  | 1 530     |   | (2 442    | ) | 6 190     |   | 5 920     |  
|                                                       |               |  |           |   |           |   |           |   |           |  
|2002                                                   |               |  |           |   |           |   |           |   |           |  
|1 January 2002                                         | 642           |  | 1 551     |   | (1 663    | ) | 7 907     |   | 8 437     |  
|Result for the year retained                           |              |  |          |   |          |   | 435       |   | 435       |  
|Goodwill movements                                     |              |  |          |   |          |   | 458       |   | 458       |  
|Actuarial gains/(losses) on pension schemes net of tax |              |  |          |   |          |   | (2 811    | ) | (2 811    | )
|Change in book value of shares or certificates held    |               |  |           |   |           |   |           |   |           |  
|in connection with share options                       |              |  |          |   | (556      | ) |          |   | (556      | )
|Share option credit(a)                                 |              |  |          |   |          |   | 185       |   | 185       |  
|Unrealised gain on partial disposal of a group company |              |  |          |   |          |   | 56        |   | 56        |  
|Currency retranslation                                 |              |  | (10       | ) | 75        |   | (1 567    | ) | (1 502    | )
|                                                       |               |  |           |   |           |   |           |   |           |  
|31 December 2002                                       | 642           |  | 1 541     |   | (2 144    | ) | 4 663     |   | 4 702     |  
|                                                       |               |  |           |   |           |   |           |   |           |  

|(a) | The share option credit relates to the reversal of the non-cash charge recorded against group operating profit and our share of the operating profit of associates in respect of the fair value of
share options awarded to employees.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                                                      |           |  |           |  |           | 
|--------------------------------------------------------------------- | --------- |  | --------- |  | --------- | 
|                                                                      | € million |  | € million |  | € million | 
|                                                                      | 2004      |  | 2003      |  | 2002      | 
|                                                                      |           |  |           |  |           | 
|Profit retained as reported                                           | 6 097     |  | 6 190     |  | 4 663     | 
|Net liabilities in respect of funded pensions and similar obligations | 1 177     |  | 1 139     |  | 1 386     | 
|Liabilities in respect of unfunded pensions and similar obligations   | 2 741     |  | 2 620     |  | 2 550     | 
|                                                                      |           |  |           |  |           | 
|Profit retained excluding pensions and similar obligations            | 10 015    |  | 9 949     |  | 8 599     | 
|                                                                      |           |  |           |  |           | 

As required by UK Financial Reporting Standard 4 capital and reserves can be analysed as follows:

|                                   | € million |  | € million | 
|---------------------------------- | --------- |  | --------- | 
|                                   | 2004      |  | 2003      | 
|                                   |           |  |           | 
|                                   |           |  |           | 
|Equity:                            |           |  |           | 
|Ordinary capital                   | 4 032     |  | 4 418     | 
|                                   |           |  |           | 
|Non-equity:                        |           |  |           | 
|7% Cumulative Preference           | 13        |  | 13        | 
|6% Cumulative Preference           | 73        |  | 73        | 
|4% Cumulative Preference           | 34        |  | 34        | 
|5 euro cents Cumulative Preference | 1 382     |  | 1 382     | 
|                                   |           |  |           | 
|Total non-equity                   | 1 502     |  | 1 502     | 
|                                   |           |  |           | 
|Total capital and reserves         | 5 534     |  | 5 920     | 
|                                   |           |  |           | 

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Notes to the consolidated accounts
Unilever Group

22 Called up share capital

|                     |  |            |  |            |  |                                                  |  |                    |  |                    |  | € million                |   | € million              |  
|-------------------- |  | ---------- |  | ---------- |  | ------------------------------------------------ |  | ------------------ |  | ------------------ |  | ------------------------ | - | ---------------------- | -
|                     |  |            |  |            |  |                                                  |  |                    |  |                    |  | Issued,                  |   | Issued,                |  
|Number               |  | € million  |  | € million  |  |                                                  |  | Nominal            |  | Number             |  | called
           up and |   | called
         up and |  
|of
           shares |  | Authorised |  | Authorised |  |                                                  |  | value              |  | of
         shares |  | fully
           paid    |   | fully
         paid    |  
|authorised           |  | 2004       |  | 2003       |  | Preferential
             share capitalNV        |  | per
         share |  | issued             |  | 2004                     |   | 2003                   |  
|                     |  |            |  |            |  |                                                  |  |                    |  |                    |  |                          |   |                        |  
|75 000               |  | 34         |  | 34         |  | 7% Cumulative Preference                         |  | €453.78            |  | 29 000             |  | 13                       |   | 13                     |  
|200 000              |  | 91         |  | 91         |  | 6% Cumulative Preference                         |  | €453.78            |  | 161 060            |  | 73                       |   | 73                     |  
|750 000              |  | 34         |  | 34         |  | 4% Cumulative Preference                         |  | €45.38             |  | 750 000            |  | 34                       |   | 34                     |  
|650 000 000          |  | 29         |  | 29         |  | 5 euro cents Cumulative Preference               |  | €0.05              |  | 211 473 785        |  | 10                       |   | 10                     |  
|                     |  |            |  |            |  |                                                  |  |                    |  |                    |  |                          |   |                        |  
|                     |  | 188        |  | 188        |  |                                                  |  |                    |  |                    |  | 130                      |   | 130                    |  
|                     |  |            |  |            |  |                                                  |  |                    |  |                    |  |                          |   |                        |  
|                     |  |            |  |            |  | Ordinary share capital NV                        |  |                    |  |                    |  |                          |   |                        |  
|1 000 000 000        |  | 508        |  | 508        |  | Ordinary                                         |  | €0.51              |  | 571 575 900        |  | 290                      |   | 290                    |  
|                     |  |            |  |            |  | Ordinary (Shares numbered 1                      |  |                    |  |                    |  |                          |   |                        |  
|2 400                |  | 1          |  | 1          |  | to 2 400  Special Shares)                     |  | €453.78            |  | 2 400              |  | 1                        |   | 1                      |  
|                     |  |            |  |            |  | Internal holdings eliminated                     |  |                    |  |                    |  |                          |   |                        |  
|                     |  |           |  |           |  | on consolidation (€453.78 shares)                |  |                    |  |                    |  | (1                       | ) | (1                     | )
|                     |  |            |  |            |  |                                                  |  |                    |  |                    |  |                          |   |                        |  
|                     |  | 509        |  | 509        |  |                                                  |  |                    |  |                    |  | 290                      |   | 290                    |  
|                     |  |            |  |            |  |                                                  |  |                    |  |                    |  |                          |   |                        |  
|                     |  |            |  |            |  | Total NV share capital                           |  |                    |  |                    |  | 420                      |   | 420                    |  
|                     |  |            |  |            |  |                                                  |  |                    |  |                    |  |                          |   |                        |  
|                     |  |            |  |            |  |                                                  |  |                    |  |                    |  |                          |   |                        |  
|                     |  | £ million  |  | £ million  |  |                                                  |  |                    |  |                    |  | £ million                |   | £ million              |  
|                     |  | 2004       |  | 2003       |  | Ordinary share
             capital PLC          |  |                    |  |                    |  | 2004                     |   | 2003                   |  
|                     |  |            |  |            |  |                                                  |  |                    |  |                    |  |                          |   |                        |  
|9 726 834 428        |  | 136.2      |  | 136.2      |  | Ordinary                                         |  | 1.4p               |  | 2 911 458 580      |  | 40.8                     |   | 40.8                   |  
|100 000              |  | 0.1        |  | 0.1        |  | Deferred                                         |  | £1 stock           |  | 100 000            |  | 0.1                      |   | 0.1                    |  
|                     |  |            |  |            |  | Internal holdings eliminated on                  |  |                    |  |                    |  |                          |   |                        |  
|                     |  |           |  |           |  | consolidation (£1 stock)                         |  |                    |  |                    |  | (0.1                     | ) | (0.1                   | )
|                     |  |            |  |            |  |                                                  |  |                    |  |                    |  |                          |   |                        |  
|                     |  | 136.3      |  | 136.3      |  | Total PLC share capital                          |  |                    |  |                    |  | 40.8                     |   | 40.8                   |  
|                     |  |            |  |            |  |                                                  |  |                    |  |                    |  |                          |   |                        |  
|                     |  |            |  |            |  | Euro
    equivalent in millions (at £1 = €5.445) |  |                    |  | 222                |  | 222                      |  
|                     |  |            |  |            |  |                                                  |  |                    |  |                    |  |                          |  

For NV share capital, the euro amounts shown above and elsewhere in this document are representations in euros on the basis of Article 67c of Book 2 of the Civil Code in the Netherlands, rounded to two decimal places,
of underlying amounts of share capital in Dutch guilders, which have not been converted into euros in NVs Articles of Association. Until conversion formally takes place by amendment of the Articles of Association the entitlements to dividends
and voting rights are based on the underlying Dutch guilder amounts.

The 7%, 6% and 4% preference shares of NV are entitled to dividends at the rates indicated. The €0.05 preference shares of NV are entitled to a dividend of 65% of the six months Euribor interest rate on their
notional value. A nominal dividend of 0.25% is paid on the deferred stock of PLC.

The 4% cumulative preference capital of NV is redeemable at par at the companys option either wholly or in part.

On 15 February 2005 after close of trading NV converted the €0.05 cumulative preference shares into NV ordinary shares. Upon conversion, the holders of the preference shares received one NV ordinary share for
every 11.2 preference shares held. This resulted in a total of 18 881 587 NV ordinary shares being transferred to the preference shareholders. These NV ordinary shares had previously been held as treasury shares by NV. As a consequence of the
conversion, the notional value of the shares was reduced to €0.05. A proposal will be put to the Annual General Meeting of NV on 10 May 2005 to cancel the preference shares upon repayment of the notional value in accordance with NVs
Articles of Association.

The other classes of preferential share capital of NV and the deferred stock of PLC are not redeemable.

For information on the rights of shareholders of NV and PLC and the operation of the Equalisation Agreement, see Corporate governance on pages 52, 53, 58 and 59.

Internal holdings
The ordinary shares numbered 1 to 2 400 (inclusive) in NV and deferred stock of PLC are held as to one half of each class by N.V. Elma, a subsidiary of NV, and one half by United Holdings Limited, a subsidiary of PLC.
This capital is eliminated on consolidation. It carries the right to nominate persons for election as Directors at general meetings of shareholders. The subsidiaries mentioned above have waived their rights to dividends on their ordinary shares in
NV.

Share options
The Group operates a number of share-based compensation plans involving options over ordinary shares of NV and PLC. Full details of these plans are given in note 30 on pages 138 to 147.

132UnileverAnnual Report and Accounts 2004

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Notes to the consolidated accounts
Unilever Group

|23 Profit retained                                                |           |   |           |   |           |   |           |   |           |   |           |  
|----------------------------------------------------------------- | --------- | - | --------- | - | --------- | - | --------- | - | --------- | - | --------- | -
|                                                                  | € million |   | € million |   | € million |   | € million |   | € million |   | € million |  
|                                                                  | NV        |   | NV        |   | NV        |   | PLC       |   | PLC       |   | PLC       |  
|                                                                  | 2004      |   | 2003      |   | 2002      |   | 2004      |   | 2003      |   | 2002      |  
|                                                                  |           |   |           |   |           |   |           |   |           |   |           |  
|Net profit                                                        | 1 283     |   | 1 976     |   | 1 679     |   | 593       |   | 786       |   | 457       |  
|Preference dividends                                              | (28       | ) | (27       | ) | (42       | ) |          |   |          |   |          |  
|Dividends on ordinary capital                                     | (1 032    | ) | (954      | ) | (941      | ) | (783      | ) | (728      | ) | (718      | )
|                                                                  |           |   |           |   |           |   |           |   |           |   |           |  
|Result for the year retained                                      | 223       |   | 995       |   | 696       |   | (190      | ) | 58        |   | (261      | )
|Goodwill movements                                                | 11        |   | 99        |   | 158       |   | 5         |   | 36        |   | 300       |  
|Actuarial gains/(losses) on pension schemes net of tax            | (330      | ) | (19       | ) | (1 220    | ) | (124      | ) | (9        | ) | (1 591    | )
|Change in book value of shares or certificates held               |           |   |           |   |           |   |           |   |           |   |           |  
|in connection with share options                                  | 7         |   |          |   |          |   |          |   |          |   |          |  
|Share option credit(a)                                            | 152       |   | 146       |   | 133       |   | 70        |   | 62        |   | 52        |  
|Unrealised gain on partial disposal of a group company            |          |   |          |   |          |   |          |   |          |   | 56        |  
|Adjustment arising from change in ownership of group companies(b) | 332       |   | (31       | ) | 1 646     |   | (332      | ) | 31        |   | (1 646    | )
|Currency retranslation                                            | 48        |   | (10       | ) | (1 206    | ) | 35        |   | 169       |   | (361      | )
|                                                                  |           |   |           |   |           |   |           |   |           |   |           |  
|Net movement during the year                                      | 443       |   | 1 180     |   | 207       |   | (536      | ) | 347       |   | (3 451    | )
|Profit retained  1 January                                       | 6 835     |   | 5 655     |   | 5 448     |   | (645      | ) | (992      | ) | 2 459     |  
|                                                                  |           |   |           |   |           |   |           |   |           |   |           |  
|Profit retained  31 December                                     | 7 278     |   | 6 835     |   | 5 655     |   | (1 181    | ) | (645      | ) | (992      | )
|                                                                  |           |   |           |   |           |   |           |   |           |   |           |  
|Of which retained by:                                             |           |   |           |   |           |   |           |   |           |   |           |  
|Parent companies                                                  | 8 339     |   | 7 304     |   | 6 581     |   | 1 548     |   | 1 527     |   | 1 590     |  
|Other group companies                                             | (961      | ) | (388      | ) | (895      | ) | (2 727    | ) | (2 171    | ) | (2 593    | )
|Joint ventures and associates                                     | (100      | ) | (81       | ) | (31       | ) | (2        | ) | (1        | ) | 11        |  
|                                                                  |           |   |           |   |           |   |           |   |           |   |           |  
|                                                                  | 7 278     |   | 6 835     |   | 5 655     |   | (1 181    | ) | (645      | ) | (992      | )
|                                                                  |           |   |           |   |           |   |           |   |           |   |           |  
|Cumulative goodwill written off directly to reserves              | (5 188    | ) | (5 199    | ) | (5 298    | ) | (2 058    | ) | (2 063    | ) | (2 099    | )
|                                                                  |           |   |           |   |           |   |           |   |           |   |           |  

|(a) | The share option credit relates to the reversal of the non-cash charge recorded against group operating profit and our share of operating profit of associates in respect of the fair value of share
options awarded to employees.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | During 2002, as part of the legal and fiscal integration of the Bestfoods businesses, a number of internal ownership changes took place. These internal transactions, which took place at fair value,
did not involve any third party and therefore had no effect on the results or net assets of the consolidated Unilever Group. The historical cost of the net assets of the business transferred by PLC was greater than the historical cost of the net
assets of the business transferred by NV. As it would be inappropriate to recognise revaluations to assets and liabilities of the Group arising from internal transactions, this imbalance led to NV recording an unrealised gain of €1 646 million
on the transfer while PLC recorded an equal and opposite goodwill balance which is eliminated on consolidation. Further reorganisations in 2003 and 2004 produced a similar type of adjustment as well as a short-term timing difference in the payment
of intra-group dividends.

24 Other reserves

|                                                        | € million |   | € million |   | € million |   | € million |   | € million |   | € million |  
|------------------------------------------------------- | --------- | - | --------- | - | --------- | - | --------- | - | --------- | - | --------- | -
|                                                        | NV        |   | NV        |   | NV        |   | PLC       |   | PLC       |   | PLC       |  
|                                                        | 2004      |   | 2003      |   | 2002      |   | 2004      |   | 2003      |   | 2002      |  
|                                                        |           |   |           |   |           |   |           |   |           |   |           |  
|                                                        |           |   |           |   |           |   |           |   |           |   |           |  
|Adjustment on translation of PLCs ordinary capital     |           |   |           |   |           |   |           |   |           |   |           |  
|at £1 = Fl. 12 = €5.445                                 |          |   |          |   |          |   | (164      | ) | (164      | ) | (159      | )
|Capital redemption reserve                              |          |   |          |   |          |   | 16        |   | 16        |   | 18        |  
|Book value of shares or certificates held in connection |           |   |           |   |           |   |           |   |           |   |           |  
|with share options                                      | (2 035    | ) | (1 783    | ) | (1 534    | ) | (552      | ) | (511      | ) | (469      | )
|                                                        |           |   |           |   |           |   |           |   |           |   |           |  
|                                                        | (2 035    | ) | (1 783    | ) | (1 534    | ) | (700      | ) | (659      | ) | (610      | )
|                                                        |           |   |           |   |           |   |           |   |           |   |           |  

The effect of the change in number of shares or certificates held in connection with share options on the other reserves of NV was €(252) million (2003: €(249) million; 2002: €(426) million) and for PLC
was €(41) million (2003: €(42) million; 2002: €(51) million).

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Notes to the consolidated accounts
Unilever Group

25 Commitments and contingent liabilities

|                                           | Under operating
          leases |  | Under finance
          leases | 
|------------------------------------------ | -------------------------------- |  | ------------------------------ | 
|                                           | € million                        |  | € million                      | 
|                                           | 2004                             |  | 2003                           | 
|                                           |                                  |  |                                | 
|Long-term lease commitments in respect of: |                                  |  |                                | 
|Land and buildings                         | 1 485                            |  | 1 462                          | 
|Other tangible fixed assets                | 410                              |  | 419                            | 
|                                           |                                  |  |                                | 
|                                           | 1 895                            |  | 1 881                          | 
|                                           |                                  |  |                                | 
|The commitments fall due as follows:       |                                  |  |                                | 
|Within 1 year                              | 334                              |  | 321                            | 
|After 1 year but within 2 years            | 280                              |  | 283                            | 
|After 2 years but within 3 years           | 250                              |  | 244                            | 
|After 3 years but within 4 years           | 231                              |  | 227                            | 
|After 4 years but within 5 years           | 193                              |  | 205                            | 
|After 5 years                              | 607                              |  | 601                            | 
|                                           |                                  |  |                                | 
|                                           | 1 895                            |  | 1 881                          | 
|                                           |                                  |  |                                | 

New finance leases mainly consist of sale and leaseback transactions.

|                                 | € million |  | € million | 
|-------------------------------- | --------- |  | --------- | 
|                                 | 2004      |  | 2003      | 
|                                 |           |  |           | 
|Other commitments                | 964       |  | 655       | 
|Of which payable within one year | 291       |  | 315       | 
|                                 |           |  |           | 

Other commitments principally comprise commitments under contracts to purchase materials and services.

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 turn into an obligation in the future.

Examples of the first type of contingent liability arise in respect of litigation against group companies, investigations by competition, regulatory and fiscal authorities and obligations arising under environmental
legislation. The estimated total of such contingent liabilities at 31 December 2004 was some €275 million (2003: €384 million).

Examples of the second type of contingent liability are guarantees issued by group companies. At 31 December 2004 these amounted to some €143 million (2003: €166 million). Guarantees given by parent or group
companies that relate to liabilities already included in these consolidated accounts are excluded from this total.

The total value of guarantees which arose or were revised in 2004 was €80 million. The fair value of guarantees is not material.

26 Acquisition and disposal of group companies

Acquisitions
The net assets and results of acquired companies are included in the consolidated accounts from their respective dates of acquisition. The following tables set out the effect of acquisitions of group companies in 2004
on the consolidated balance sheet. Acquisition accounting (purchase accounting) has been applied in all cases. The fair values currently established for all acquisitions made in 2004 are provisional. The goodwill arising on these transactions has
been capitalised and is being amortised over 20 years in accordance with our declared accounting policies as set out on page 97.

During 2004 an additional investment into Langholm Capital Partners Fund was made and classified as an acquisition. We also purchased some minority interests in subsidiary companies.

In 2003 the principal transaction was the acquisition at the end of March of the remaining shares in Asian food businesses from our joint venture partner Ajinomoto of Japan. These businesses are now consolidated as
subsidiaries.

134UnileverAnnual Report and Accounts 2004

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Notes to the consolidated accounts
Unilever Group

|26 Acquisition and disposal of group companies(continued) |                |   |             |   |             |  
|--------------------------------------------------------- | -------------- | - | ----------- | - | ----------- | -
|                                                          | € million      |   | € million   |   | € million   |  
|                                                          |                |   | Provisional |   |             |  
|                                                          |                |   | adjustments |   | Provisional |  
|                                                          | Balance sheets |   | to align    |   | fair values |  
|                                                          | of acquired    |   | accounting  |   | at date of  |  
|                                                          | businesses     |   | policies    |   | acquisition |  
|                                                          |                |   |             |   |             |  
|2004 acquisitions                                         |                |   |             |   |             |  
|Fixed assets                                              | 24             |   | (4          | ) | 20          |  
|Creditors                                                 | (2             | ) |            |   | (2          | )
|Minority interest                                         | 5              |   | 7           |   | 12          |  
|                                                          |                |   |             |   |             |  
|Net assets acquired                                       | 27             |   | 3           |   | 30          |  
|                                                          |                |   |             |   |             |  
|                                                          |                |   |             |   |             |  

|                                                                         | € million |  | € million |   | € million |  
|------------------------------------------------------------------------ | --------- |  | --------- | - | --------- | -
|                                                                         | 2004      |  | 2003      |   | 2002      |  
|                                                                         |           |  |           |   |           |  
|Acquisitions                                                             |           |  |           |   |           |  
|Net assets acquired                                                      | 30        |  | 152       |   | 37        |  
|Adjustments to acquisitions made in prior years                          |          |  | 75        |   |          |  
|Goodwill and intangible assets arising in subsidiaries                   | 10        |  | 235       |   | 116       |  
|                                                                         |           |  |           |   |           |  
|Consideration                                                            | 40        |  | 462       |   | 153       |  
|                                                                         |           |  |           |   |           |  
|Of which:                                                                |           |  |           |   |           |  
|Cash28                                                                   | 40        |  | 262       |   | 57        |  
|Cash balances of businesses acquired28                                   |          |  | (10       | ) |          |  
|Current investments, cash deposits and borrowings of businesses acquired |          |  | 25        |   | 77        |  
|Non-cash items and deferred consideration                                |          |  | 185       |   | (57       | )
|Fair value of Unilever business contributed                              |          |  |          |   | 76        |  
|                                                                         |           |  |           |   |           |  

DisposalsThe results of disposed businesses are included in the consolidated accounts up to their date of disposal. The principal disposals in 2004 were Puget oils in France, the frozen pizza and baguette businesses in various
countries in Europe, Rit, Niagara, Final Touch and Sunlight in North America, Capullo, Mazola and Inca in Chile and Mexico and Dalda oils in Pakistan. Our chemicals business in India (Hindustan Lever Chemicals) was merged with Tata Chemicals.
Various other smaller brands were also sold as part of our Path to Growth strategy. In 2003, the principal disposals were Ambrosia in the United Kingdom, John West in Australasia, cheese businesses in Austria and Germany and the Pamol oil business
in Malaysia. Various trademarks were sold as part of our Path to Growth strategy, including Brut in the US and Latin America and a number of oral care brands in the US.

|                                                                     | € million |   | € million |   | € million |  
|-------------------------------------------------------------------- | --------- | - | --------- | - | --------- | -
|                                                                     | 2004      |   | 2003      |   | 2002      |  
|                                                                     |           |   |           |   |           |  
|Disposals                                                            |           |   |           |   |           |  
|Goodwill and intangible assets                                       | 23        |   | 127       |   | 274       |  
|Other fixed assets                                                   | 52        |   | 205       |   | 531       |  
|Current assets                                                       | 145       |   | 111       |   | 776       |  
|Creditors                                                            | (34       | ) | (63       | ) | (330      | )
|Provisions for liabilities and charges                               | (9        | ) | (15       | ) | (100      | )
|Minority interest                                                    | (25       | ) | (5        | ) | 3         |  
|                                                                     |           |   |           |   |           |  
|                                                                     | 152       |   | 360       |   | 1 154     |  
|33% interest in DiverseyLever                                        |          |   |          |   | (114      | )
|                                                                     |           |   |           |   |           |  
|Net assets sold                                                      | 152       |   | 360       |   | 1 040     |  
|Specific provisions related to the disposal                          |          |   |          |   | 159       |  
|Attributable goodwill                                                | 16        |   | 135       |   | 458       |  
|Profit on sale attributable to Unilever                              | 324       |   | 379       |   | 249       |  
|                                                                     |           |   |           |   |           |  
|Consideration                                                        | 492       |   | 874       |   | 1 906     |  
|                                                                     |           |   |           |   |           |  
|Of which:                                                            |           |   |           |   |           |  
|Cash28                                                               | 417       |   | 889       |   | 1 834     |  
|Cash balances of businesses sold28                                   | (4        | ) | (17       | ) | (34       | )
|Current investments, cash deposits and borrowings of businesses sold | 39        |   | 2         |   | 19        |  
|Non-cash items and deferred consideration                            | 40        |   |          |   | 217       |  
|Fair value of Johnson Professional business acquired                 |          |   |          |   | (130      | )
|                                                                     |           |   |           |   |           |  

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Notes to the consolidated accounts
Unilever Group

27 Reconciliation of group operating profit to operating cash flows

|                                                 | € million |   | € million |   | € million |  
|------------------------------------------------ | --------- | - | --------- | - | --------- | -
|                                                 | 2004      |   | 2003      |   | 2002      |  
|                                                 |           |   |           |   |           |  
|Group operating profit                           | 3 411     |   | 5 483     |   | 5 007     |  
|Depreciation, amortisation and impairment        | 2 859     |   | 2 038     |   | 2 582     |  
|Changes in working capital:                      |           |   |           |   |           |  
|Stocks                                           | 220       |   | (107      | ) | (98       | )
|Debtors                                          | 294       |   | 547       |   | 88        |  
|Creditors                                        | 30        |   | (640      | ) | 382       |  
|Pensions and similar provisions less payments    | (457      | ) | (147      | ) | (109      | )
|Restructuring and other provisions less payments | 575       |   | (208      | ) | (53       | )
|Elimination of (profits)/losses on disposals     | (295      | ) | (357      | ) | (143      | )
|Non-cash charge for share options                | 218       |   | 208       |   | 185       |  
|Other adjustments                                | (2        | ) | (37       | ) | 42        |  
|                                                 |           |   |           |   |           |  
|Cash flow from group operating activities        | 6 853     |   | 6 780     |   | 7 883     |  
|                                                 |           |   |           |   |           |  

Cash flow from exceptional items included in the group operating profit above comprises:

|                                                                                                                                                                                                                      | € million |   | € million |   | € million |  
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------- | - | --------- | - | --------- | -
|                                                                                                                                                                                                                      | 2004      |   | 2003      |   | 2002      |  
|                                                                                                                                                                                                                      |           |   |           |   |           |  
|Restructuring                                                                                                                                                                                                         | (358      | ) | (407      | ) | (406      | )
|Business disposals                                                                                                                                                                                                    | 233       |   | 889       |   | 1 834     |  
|Other, including asset disposals                                                                                                                                                                                      | 126       |   | 18        |   | 229       |  
|                                                                                                                                                                                                                      |           |   |           |   |           |  
|Total                                                                                                                                                                                                                 | 1         |   | 500       |   | 1 657     |  
|                                                                                                                                                                                                                      |           |   |           |   |           |  
|Of which related to items included in group operating profit in the current year                                                                                                                                      | 156       |   | 846       |   | 2 064     |  
|Of which related to items included in group operating profit in prior years                                                                                                                                           | (155      | ) | (346      | ) | (407      | )
|                                                                                                                                                                                                                      |           |   |           |   |           |  
|Total                                                                                                                                                                                                                 | 1         |   | 500       |   | 1 657     |  
|                                                                                                                                                                                                                      |           |   |           |   |           |  
|The cash flows of pension funds
       (other than contributions and other direct payments made by the Group
       in respect of pensions and similarobligations) are not included in the Group cash flow statement. |          
|                                                                                                                                                                                                                     

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Notes to the consolidated accounts
Unilever Group

28 Analysis of cash flows for headings netted in the cash flow statement

|                                                                               | € million |   | € million |   | € million |  
|------------------------------------------------------------------------------ | --------- | - | --------- | - | --------- | -
|                                                                               | 2004      |   | 2003      |   | 2002      |  
|                                                                               |           |   |           |   |           |  
|Returns on investments and servicing of finance                                |           |   |           |   |           |  
|Dividends from other fixed investments                                         | 14        |   | 8         |   | 8         |  
|Interest received                                                              | 168       |   | 304       |   | 324       |  
|Interest paid                                                                  | (759      | ) | (1 114    | ) | (1 467    | )
|Preference dividend paid                                                       | (28       | ) | (27       | ) | (31       | )
|Dividends and other payments to minority shareholders                          | (202      | ) | (351      | ) | (220      | )
|                                                                               |           |   |           |   |           |  
|Total                                                                          | (807      | ) | (1 180    | ) | (1 386    | )
|                                                                               |           |   |           |   |           |  
|Capital expenditure and financial investment                                   |           |   |           |   |           |  
|Purchase of intangible assets                                                  | (2        | ) | (3        | ) | (18       | )
|Purchase of tangible fixed assets                                              | (978      | ) | (1 038    | ) | (1 295    | )
|Disposal of tangible fixed assets                                              | 151       |   | 168       |   | 233       |  
|Cash inflow from sale and leaseback transactions resulting in operating leases | 71        |   |          |   |          |  
|Acquisition/disposal of fixed investments                                      | 46        |   | 249       |   | (68       | )
|Purchase of own shares                                                         | (332      | ) | (400      | ) | (558      | )
|                                                                               |           |   |           |   |           |  
|Total                                                                          | (1 044    | ) | (1 024    | ) | (1 706    | )
|                                                                               |           |   |           |   |           |  
|Acquisitions and disposals                                                     |           |   |           |   |           |  
|Acquisition of group companies26                                               | (40       | ) | (262      | ) | (57       | )
|Cash balances of businesses acquired26                                         |          |   | 10        |   |          |  
|Consideration paid in respect of acquisitions made in previous years           | (158      | ) |          |   |          |  
|Disposal of group companies26                                                  | 417       |   | 889       |   | 1 834     |  
|Cash balances of businesses sold26                                             | (4        | ) | (17       | ) | (34       | )
|Payments in advance for future disposals                                       | 101       |   |          |   |          |  
|Consideration received in respect of disposals made in previous years          |          |   | 2         |   | 12        |  
|                                                                               |           |   |           |   |           |  
|Total                                                                          | 316       |   | 622       |   | 1 755     |  
|                                                                               |           |   |           |   |           |  
|Management of liquid resources                                                 |           |   |           |   |           |  
|Purchase of current investments                                                | (60       | ) | (137      | ) | (219      | )
|Sale of current investments                                                    | 88        |   | 48        |   | 30        |  
|(Increase)/decrease in cash on deposit                                         | (59       | ) | 48        |   | (403      | )
|                                                                               |           |   |           |   |           |  
|Total                                                                          | (31       | ) | (41       | ) | (592      | )
|                                                                               |           |   |           |   |           |  
|Financing                                                                      |           |   |           |   |           |  
|Issue/purchase of shares by group companies to/(from) minority shareholders    | 8         |   | 5         |   | 9         |  
|Capital injection to joint ventures                                            | (15       | ) | (13       | ) |          |  
|Debt due within one year:                                                      |           |   |           |   |           |  
|Increases                                                                      | 2 123     |   | 4 068     |   | 2 698     |  
|Repayments                                                                     | (5 950    | ) | (7 378    | ) | (8 834    | )
|Debt after one year:                                                           |           |   |           |   |           |  
|Increases                                                                      | 843       |   | 509       |   | 3 195     |  
|Repayments                                                                     | (58       | ) | (108      | ) | (146      | )
|Cash inflow from sale and leaseback transactions resulting in finance leases   | 187       |   |          |   |          |  
|Capital element of finance lease payments                                      | (59       | ) |          |   |          |  
|                                                                               |           |   |           |   |           |  
|Total                                                                          | (2 921    | ) | (2 917    | ) | (3 078    | )
|                                                                               |           |   |           |   |           |  

Included as liquid resources are term deposits of less than one year, capital market instruments, government securities and A- or higher rated money market instruments.

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.

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Notes to the consolidated accounts
Unilever Group

|29 Analysis of net debt        |           |  |  |           |   |  |               |   |           |   |           |   |             | 
|------------------------------ | --------- |  |  | --------- | - |  | ------------- | - | --------- | - | --------- | - | ----------- | 
|                               | € million |  |  | € million |   |  | € million     |   | € million |   | € million |   | € million   | 
|                               |           |  |  |           |   |  | Acquisitions/ |   |           |   |           |   |             | 
|                               |           |  |  |           |   |  | disposals     |   | Other     |   |           |   |             | 
|                               | 1 January |  |  | Cash      |   |  | (excl. cash & |   | non-cash  |   | Currency  |   | 31 December | 
|                               | 2004      |  |  | flow      |   |  | overdrafts)   |   | changes   |   | movements |   | 2004        | 
|                               |           |  |  |           |   |  |               |   |           |   |           |   |             | 
|Cash on call and in hand       | 1 304     |  |  | (806      | ) |  |               |   |           |   | 506       |   | 1 004       | 
|Overdrafts                     | (320)     |  |  | 134       |   |  |               |   |           |   | 2         |   | (184)       | 
|                               |           |  |  |           |   |  |               |   |           |   |           |   |             | 
|                               |           |  |  | (672      | ) |  |               |   |           |   |           |   |             | 
|                               |           |  |  |           |   |  |               |   |           |   |           |   |             | 
|Borrowings due within one year | (7 114)   |  |  | 3 827     |   |  | 41            |   | (1 910    | ) | 185       |   | (4 971)     | 
|Borrowings due after one year  | (8 466)   |  |  | (785      | ) |  |              |   | 2 115     |   | 243       |   | (6 893)     | 
|Finance leases                 |          |  |  | (128      | ) |  |              |   | (81       | ) | (9        | ) | (218)       | 
|                               |           |  |  |           |   |  |               |   |           |   |           |   |             | 
|                               |           |  |  | 2 914     |   |  |               |   |           |   |           |   |             | 
|                               |           |  |  |           |   |  |               |   |           |   |           |   |             | 
|Current investments            | 1 491     |  |  | (28       | ) |  | (2            | ) | (443      | ) | (2        | ) | 1 016       | 
|Cash on deposit                | 550       |  |  | 59        |   |  |              |   |          |   | (26       | ) | 583         | 
|                               |           |  |  |           |   |  |               |   |           |   |           |   |             | 
|                               |           |  |  | 31        |   |  |               |   |           |   |           |   |             | 
|                               |           |  |  |           |   |  |               |   |           |   |           |   |             | 
|Net debt                       | (12 555)  |  |  | 2 273     |   |  | 39            |   | (319      | ) | 899       |   | (9 663)     | 
|                               |           |  |  |           |   |  |               |   |           |   |           |   |             | 

Other non-cash changes include (i) profits and losses on disposal and adjustments to realisable value of current investments; (ii) exchange gains and losses on inter-company borrowings and related derivatives; (iii)
the reclassification of long-term borrowings falling due within one year at the balance sheet date; and (iv) the reclassification of finance leases entered into in previous years.

New finance leases mainly consist of sale and leaseback transactions.

30 Share-based compensation plans
As at 31 December 2004, the Group had a number of share-based compensation plans:

(i)   All-Employee Option PlansLocal All-Employee Option Plans have been set up in 16 countries to enhance employee involvement with Unilever and its performance by providing a potential financial benefit linked to the Unilever share price. There
are no individual performance targets to be met. The plans are aimed at participation by permanent employees in the country where the relevant plans apply.

(ii)   Executive Option PlansThe
Executive Option Plans were introduced in 1985 to reward key employees throughout
the world for their contribution to the enhancement of the Groups longer-term
future and their commitment to the Group over a sustained period. The grant is
dependent on performance of the Group and the individual.

(iii)   Share Matching PlansIf managers invest part of their annual bonus in Unilever shares, the company will match this with the same number of shares on the condition that they keep all shares for an agreed number of years and will still be
employed by Unilever on the vesting date.

(iv)   The TSR Long-Term Incentive PlanThis plan was introduced in 2001 and, depending on the TSR ranking (see page 80) of Unilever in comparison with its peer group, it will potentially award top executives on the vesting date three years later with
between 0% and 200% of the original conditional award.

(v)   The North American Performance Share PlanA long-term incentive plan for North American managers, awarding Unilever shares if company performance targets are met over a three-year period.

(vi)   The Restricted Share PlanRestricted shares have been awarded to a select number of executives for special performance. After the agreed number of years the awards will vest provided the executives are still employed by Unilever at that
time.

(vii)   Other plansA cash-settled share-based retention plan was introduced in 2004 for a number of key executives.

Unilever will not grant share options in total in respect of executive share-based plans for more than 5% of its issued ordinary capital, and for all plans together, for more than 10% of its issued ordinary capital.
The Boards do not apportion these limits to each plan separately.

In recent years we have met the obligations under our share option and award plans by purchasing shares in advance and transferring them, in return for the exercise price, to Executive Directors and employees as the
options are exercised or the awards vest.

The numbers in this note include those for Executive Directors shown in the Remuneration report on page 79 to 81. No awards were made to Executive Directors in 2004, 2003 or 2002 under the North American Performance
Share Plan, the Restricted Share Plan or the cash-settled share-based retention plan. Non-Executive Directors do not participate in any of the share-based compensation plans.

138UnileverAnnual Report and Accounts 2004

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Notes to the consolidated accounts
Unilever Group



30 Share-based compensation plans(continued)From 1 January 2003, for US GAAP purposes, Unilever adopted SFAS 123. The economic fair value of the awards is calculated using an option pricing model (usually an adjusted Black-Scholes or multinomial model) and the
  resulting cost is recognised as remuneration cost amortised over the vesting period of the grant. Variable plans, being those with performance criteria other than a service period, are also accounted for in accordance with SFAS 123. The actual
  remuneration cost charged in each period is shown below.

|                                      | € million |  | € million |  | € million | 
|------------------------------------- | --------- |  | --------- |  | --------- | 
|                                      | 2004      |  | 2003      |  | 2002      | 
|                                      |           |  |           |  |           | 
|All-Employee Option Plans             | 17        |  | 19        |  | 22        | 
|Executive Option Plans                | 105       |  | 101       |  | 88        | 
|Share Matching Plans                  | 21        |  | 18        |  | 12        | 
|TSR Long-Term Incentive Plan          | 9         |  | 8         |  | 4         | 
|North American Performance Share Plan | 64        |  | 59        |  | 53        | 
|Restricted Share Plan                 |          |  | 3         |  | 6         | 
|Other Plans                           | 2         |  |          |  |          | 
|                                      |           |  |           |  |           | 
|                                      | 218       |  | 208       |  | 185       | 
|                                      |           |  |           |  |           | 

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|The disclosures required by SFAS 123, including a description of the method and significant assumptions used to estimate the fair values of options and the weighted average information,
are given below for each type of plan, on a combined basis.                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|All-Employee Option PlansUnilever has All-Employee Plans in 16 countries, which can be grouped together as
follows:                                                                                                                                                                                                                                                                                                                                                                                                                             
|(a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|Group (a):The
      standard framework for these countries means, in principle, an annual grant
      of options over NV shares (Ireland: PLC shares), at the same grant date,
      exercise price (the market price on the grant date) and grant size (including
      part-time employees pro rata) and with the same eligibility criteria (all
      permanent employees in a country). There are no vesting conditions other
    than being continuously employed by a Group company until the vesting date.                               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|Group (b):The
      UK and South Africa plans annually offer options over PLC shares, combined
      with a compulsory (UK) or optional (South Africa) savings plan. The exercise
      price is the market price at date of grant. In 2003, Unilever UK introduced ShareBuy,
      an All-Employee Share Incentive Plan. It is currently only being used as
      a tax efficient savings plan for employees, for which Unilever neither
      gives nor receives value. Accordingly, no figures for this plan are included
    in this note.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|The North American plan is a share purchase offering,
       with a compulsory savings plan, under which up to 10% of the salary of
       eligible employees is withheld. At the end of the period employees can
       use the savings to buy NV New York shares at a discount. The maximum number
       of shares made available under the plan is 8.9 million. Until 2001 the
    plan had an offering period of two years, thereafter one year.                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|The table below summarises the main country-specific
      differences
between the plans under which grants were made in 2004:                                                                                                                                                                                                                                                                                                                                                                                                                  

|                                                        |              |  |                |  |                 |  |                                                  | 
|------------------------------------------------------- | ------------ |  | -------------- |  | --------------- |  | ------------------------------------------------ | 
|                                                        | Maximum term |  | Vesting period |  |                 |  |                                                  | 
|Country (year of introduction)                          | Years        |  | Years          |  | Exercise period |  | Remarks                                          | 
|                                                        |              |  |                |  |                 |  |                                                  | 
|Austria (2001)                                          | 5            |  | 3              |  | 24 months       |  |                                                  | 
|Belgium (2001)                                          | 5            |  | 3.5            |  | 18 months       |  |                                                  | 
|Denmark (2001)                                          | 5            |  | 3              |  | 24 months       |  |                                                  | 
|Finland (2001)                                          | 5            |  | 3              |  | 24 months       |  | On 3rd, 4th or 5th anniversary                   | 
|France (2000)                                           | 5            |  | 4              |  | 12 months       |  |                                                  | 
|Germany (2000)                                          | 5            |  | 3              |  | 24 months       |  |                                                  | 
|Ireland (2002)                                          | 5            |  | 3              |  | 24 months       |  |                                                  | 
|Italy (2001)                                            | 5            |  | 3              |  | 24 months       |  |                                                  | 
|Netherlands (1995)                                      | 5            |  | 0              |  | 5 years         |  | Keep shares during the first 3 years after grant | 
|Portugal (2001)                                         | 3.5          |  | 3              |  | 6 months        |  |                                                  | 
|Spain (2001)                                            | 5            |  | 3              |  | 24 months       |  |                                                  | 
|Switzerland (2001)                                      | 5            |  | 3              |  | 24 months       |  |                                                  | 
|UK (1985)                                               | 5.5          |  | 5              |  | 6 months        |  | ShareSave plan                                   | 
|South Africa (2001)                                     | 3.5          |  | 3              |  | 6 months        |  | Optional sharesave plan                          | 
|                                                        |              |  |                |  |                 |  |                                                 
|No grants were made in Sweden or North America in 2004. |              |  |                |  |                 |  |                                                 
|                                                        |              |  |                |  |                 |  |                                                 
|

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Report and Accounts 2004     139

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Notes to the consolidated accounts
Unilever Group



30 Share-based compensation plans(continued)
  A summary of the status of the All-Employee Plans as at 31 December 2004, 2003 and 2002 and changes during the years ended on these dates is presented below:

|                            |                       |   | 2004                       |  |                     |   | 2003                     |  |                     |   | 2002                     | 
|--------------------------- | --------------------- | - | -------------------------- |  | ------------------- | - | ------------------------ |  | ------------------- | - | ------------------------ | 
|                            |                       |   | Weighted                   |  |                     |   | Weighted                 |  |                     |   | Weighted                 | 
|                            | Number
            of |   | average                    |  | Number
          of |   | average                  |  | Number
          of |   | average                  | 
|                            | options               |   | exercise
            price |  | options             |   | exercise
          price |  | options             |   | exercise
          price | 
|                            |                       |   |                            |  |                     |   |                          |  |                     |   |                          | 
|NV shares of €0.51          |                       |   |                            |  |                     |   |                          |  |                     |   |                          | 
|Outstanding at 1 January    | 4 480 673             |   | €60.24                     |  | 4 026 430           |   | €63.38                   |  | 3 109 260           |   | €60.56                   | 
|Granted                     | 1 266 960             |   | €54.33                     |  | 1 356 143           |   | €51.01                   |  | 1 589 107           |   | €67.90                   | 
|Exercised                   | (26 883               | ) | €51.62                     |  | (21 254             | ) | €54.48                   |  | (322 625            | ) | €58.72                   | 
|Forfeited                   | (308 593              | ) | €59.63                     |  | (748 773            | ) | €61.61                   |  | (349 312            | ) | €63.24                   | 
|Expired(a)                  | (159 095              | ) | €63.65                     |  | (131 873            | ) | €57.63                   |  |                    |   |                         | 
|                            |                       |   |                            |  |                     |   |                          |  |                     |   |                          | 
|Outstanding at 31 December  | 5 253 062             |   | €58.79                     |  | 4 480 673           |   | €60.24                   |  | 4 026 430           |   | €63.38                   | 
|                            |                       |   |                            |  |                     |   |                          |  |                     |   |                          | 
|Exercisable at 31 December  | 1 740 399             |   | €60.71                     |  | 683 702             |   | €57.24                   |  | 231 979             |   | €67.90                   | 
|                            |                       |   |                            |  |                     |   |                          |  |                     |   |                          | 
|PLC shares of 1.4p          |                       |   |                            |  |                     |   |                          |  |                     |   |                          | 
|Outstanding at 1 January    | 17 071 055            |   | £5.28                      |  | 18 005 592          |   | £5.17                    |  | 22 002 314          |   | £4.61                    | 
|Granted                     | 2 287 826             |   | £5.28                      |  | 2 667 950           |   | £5.72                    |  | 4 122 000           |   | £6.06                    | 
|Exercised                   | (247 261              | ) | £4.55                      |  | (570 578            | ) | £4.57                    |  | (5 771 480          | ) | £3.78                    | 
|Forfeited                   | (2 567 876            | ) | £5.46                      |  | (2 809 935          | ) | £5.30                    |  | (2 347 242          | ) | £4.90                    | 
|Expired(a)                  | (2 329 440            | ) | £5.78                      |  | (221 974            | ) | £3.68                    |  |                    |   |                         | 
|                            |                       |   |                            |  |                     |   |                          |  |                     |   |                          | 
|Outstanding at 31 December  | 14 214 304            |   | £5.17                      |  | 17 071 055          |   | £5.28                    |  | 18 005 592          |   | £5.17                    | 
|                            |                       |   |                            |  |                     |   |                          |  |                     |   |                          | 
|Exercisable at 31 December  | 1 705 467             |   | £5.14                      |  | 1 978 465           |   | £5.88                    |  | 430 696             |   | £3.71                    | 
|                            |                       |   |                            |  |                     |   |                          |  |                     |   |                          | 
|NV New York shares of €0.51 |                       |   |                            |  |                     |   |                          |  |                     |   |                          | 
|Outstanding at 1 January    | 146 760               |   | $55.44                     |  | 149 431             |   | $54.11                   |  |                    |   |                         | 
|Granted                     |                      |   |                           |  | 162 745             |   | $55.25                   |  | 149 431             |   | $54.11                   | 
|Exercised                   | (123 843              | ) | $55.44                     |  | (145 867            | ) | $54.05                   |  |                    |   |                         | 
|Forfeited                   | (22 917               | ) | $55.44                     |  | (19 549             | ) | $54.11                   |  |                    |   |                         | 
|Expired(a)                  |                      |   |                           |  |                    |   |                         |  |                    |   |                         | 
|                            |                       |   |                            |  |                     |   |                          |  |                     |   |                          | 
|Outstanding at 31 December  |                      |   |                           |  | 146 760             |   | $55.44                   |  | 149 431             |   | $54.11                   | 
|                            |                       |   |                            |  |                     |   |                          |  |                     |   |                          | 
|Exercisable at 31 December  |                      |   |                           |  |                    |   |                         |  |                    |   |                         | 
|                            |                       |   |                            |  |                     |   |                          |  |                     |   |                          | 

|(a) | Prior to 2003 the number of expired options
    was immaterial.
|--- | ---------------------------------------------------------------

|                                               |                                                         |           |       |           |        |           | 
|---------------------------------------------- | ------------------------------------------------------- | --------- | ----- | --------- | ------ | --------- | 
|                                               |                                                         | 2004      |       | 2003      |        | 2002      | 
|                                               |                                                         |           |       |           |        |           | 
|NV option value information(b)                 |                                                         |           |       |           |        |          
|Fair value per option(c)                       | €9.37                                                   |           | €8.86 |           | €14.66 |          
|Valuation assumptions                          |                                                         |           |       |           |        |          
|                                               | Expected option term                                    | 3.2 years |       | 3.6 years |        | 3.8 years | 
|                                               | Expected volatility                                     | 27.5%     |       | 27.5%     |        | 26.8%     | 
|                                               | Expected dividend yield                                 | 3.3%      |       | 3.4%      |        | 2.4%      | 
|Risk-free interest rate                        | 3.1%                                                    |           | 2.5%  |           | 4.5%   |          
|                                               |                                                         |           |       |           |        |          
|PLC option value information(b)                |                                                         |           |       |           |        |          
|Fair value per option(c)                       | £1.06                                                   |           | £1.13 |           | £1.57  |          
|Valuation assumptions                          |                                                         |           |       |           |        |          
|                                               | Expected option term                                    | 4.3 years |       | 4.4 years |        | 4.7 years | 
|                                               | Expected volatility                                     | 27.5%     |       | 27.5%     |        | 28.5%     | 
|                                               | Expected dividend yield                                 | 3.5%      |       | 3.0%      |        | 2.5%      | 
|Risk-free interest rate                        | 5.1%                                                    |           | 3.7%  |           | 5.2%   |          
|                                               |                                                         |           |       |           |        |          
|NV New York shares option value information(b) |                                                         |           |       |           |        |          
|Fair value per option(c)                       |                                                        |           | $9.14 |           | $8.57  |          
|Valuation assumptions                          |                                                         |           |       |           |        |          
|                                               | Expected option term                                    |          |       | 1 year    |        | 1 year    | 
|                                               | Expected volatility                                     |          |       | 27.5%     |        | 25.2%     | 
|                                               | Expected dividend yield                                 |          |       | 3.3%      |        | 2.5%      | 
|Risk-free interest rate                        |                                                        |           | 1.8%  |           | 1.2%   |          
|                                               |                                                         |           |       |           |        |          
|(b)                                            | Weighted average of options granted during each period. |           |       |           |        |           | 
|(c)                                            | Estimated using Black-Scholes option pricing method.    |           |       |           |        |           | 

140UnileverAnnual Report and Accounts 2004

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Notes to the consolidated accounts
Unilever Group



30 Share-based compensation plans(continued)
  The exercise prices and remaining life of the All-Employee Option Plans as at 31 December 2004 are as follows:

|                   |                           |  |                          | Options
          outstanding |             | Options
          exercisable |                         
|------------------ | ------------------------- |  | ------------------------ | ----------------------------- | ----------- | ----------------------------- | ------------------------
|                   |                           |  |                          |                               |             |                               |                         
|                   |                           |  |                          |                               | Weighted    |                               |                         
|                   |                           |  | Number                   |                               | average     |                               |                         
|                   |                           |  | outstanding
          at |                               | remaining   |                               | Weighted                
|                   | Range
          of        |  | 31 December              |                               | contractual |                               | average                 
|                   | exercise
          prices |  | 2004                     |                               | life        |                               | exercise
          price
|                   |                           |  |                          |                               |             |                               |                         
|NV shares of €0.51 | €51.00  €56.72           |  | 2 929 913                |                               | 3 years     |                               | €52.72                  
|                   | €64.30  €70.00           |  | 2 323 149                |                               | 2 years     |                               | €66.45                  
|                   |                           |  |                          |                               |             |                               |                         
|PLC shares of 1.4p | £4.25  £6.20             |  | 14 214 304               |                               | 2 years     |                               | £5.17                   
|                   |                           |  |                          |                               |             |                               |                         
|                  

Executive Option Plans
The Executive Option Plans are made up of the following plans, under which options are granted to key employees of the Group on a discretionary basis:

The NV Executive Option Plan
The NV Executive Option Plan provides for the granting of options to purchase shares of Unilever N.V. and, from 1997 onwards, also shares of Unilever PLC, at a price not lower than the market price on the day the
options were granted. These options become exercisable after a three-year period from the date of grant. The options have a maximum term of five years for the grants made up to 1998 and of ten years for subsequent grants.

The PLC Executive Option Plan
The PLC Executive Option Plan provides for the granting of options to purchase shares of Unilever PLC and from 1997 onwards, also shares of Unilever N.V., at a price not lower than the market price on the day the
options were granted. These options become exercisable after a three-year period from the date of grant and have a maximum term of ten years.

The NA Executive Option Plan
The NA Executive Option Plan is covered by the North America 2002 Omnibus Equity Compensation Plan and provides for the granting of options to purchase a maximum of 40.5 million shares in Unilever N.V. of the New York
Registry, and 262.0 million shares of Unilever PLC, at a price not lower than the market value on the day the options are granted. These options become exercisable over a three-year period from the date of grant and have a maximum term of ten
years.

Managers working in India can participate in an Executive Option Plan relating to Hindustan Lever Limiteds shares. As these are neither NV nor PLC shares, no figures for this plan are disclosed in this note, but
the fair value costs (2004: €3 million; 2003: €3 million; 2002: €2 million) are included in the costs of Executive Option Plans on page 139.

A summary of the status of the Executive Option Plans as at 31 December 2004, 2003 and 2002 and changes during the years ended on these dates is presented below:

|                           |            |   | 2004           |  |            |   | 2003           |  |            |   | 2002           | 
|-------------------------- | ---------- | - | -------------- |  | ---------- | - | -------------- |  | ---------- | - | -------------- | 
|                           |            |   | Weighted       |  |            |   | Weighted       |  |            |   | Weighted       | 
|                           | Number of  |   | average        |  | Number of  |   | average        |  | Number of  |   | average        | 
|                           | options    |   | exercise price |  | options    |   | exercise price |  | options    |   | exercise price | 
|                           |            |   |                |  |            |   |                |  |            |   |                | 
|NV shares of €0.51         |            |   |                |  |            |   |                |  |            |   |                | 
|Outstanding at 1 January   | 13 533 478 |   | €59.80         |  | 11 139 397 |   | €61.71         |  | 8 198 049  |   | €58.95         | 
|Granted                    | 2 398 183  |   | €54.22         |  | 3 508 997  |   | €55.03         |  | 3 658 548  |   | €66.84         | 
|Exercised                  | (222 975   | ) | €51.85         |  | (35 315    | ) | €48.64         |  | (373 219   | ) | €51.37         | 
|Forfeited                  | (1 041 460 | ) | €59.24         |  | (646 555   | ) | €61.27         |  | (343 981   | ) | €62.73         | 
|Expired(a)                 |           |   |               |  | (433 046   | ) | €69.18         |  |           |   |               | 
|                           |            |   |                |  |            |   |                |  |            |   |                | 
|Outstanding at 31 December | 14 667 226 |   | €59.05         |  | 13 533 478 |   | €59.80         |  | 11 139 397 |   | €61.71         | 
|                           |            |   |                |  |            |   |                |  |            |   |                | 
|Exercisable at 31 December | 5 898 593  |   | €58.79         |  | 4 546 269  |   | €58.26         |  | 4 795 216  |   | €59.84         | 
|                           |            |   |                |  |            |   |                |  |            |   |                | 
|PLC shares of 1.4p         |            |   |                |  |            |   |                |  |            |   |                | 
|Outstanding at 1 January   | 89 760 385 |   | £5.39          |  | 75 140 770 |   | £5.28          |  | 57 255 712 |   | £4.96          | 
|Granted                    | 15 616 482 |   | £5.21          |  | 22 848 640 |   | £5.85          |  | 23 811 993 |   | £5.83          | 
|Exercised                  | (3 586 509 | ) | £4.25          |  | (1 570 256 | ) | £4.05          |  | (3 931 699 | ) | £3.96          | 
|Forfeited                  | (5 817 823 | ) | £5.39          |  | (3 749 776 | ) | £5.53          |  | (1 995 236 | ) | £5.48          | 
|Expired(a)                 |           |   |               |  | (2 908 993 | ) | £6.61          |  |           |   |               | 
|                           |            |   |                |  |            |   |                |  |            |   |                | 
|Outstanding at 31 December | 95 972 535 |   | £5.41          |  | 89 760 385 |   | £5.39          |  | 75 140 770 |   | £5.28          | 
|                           |            |   |                |  |            |   |                |  |            |   |                | 
|Exercisable at 31 December | 38 324 985 |   | £4.99          |  | 30 704 526 |   | £4.87          |  | 33 370 192 |   | £5.07          | 
|                           |            |   |                |  |            |   |                |  |            |   |                | 
|

|(a) | Prior to 2003 the number of expired options
    was immaterial.
|--- | ---------------------------------------------------------------

UnileverAnnual
    Report and Accounts 2004     141

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Notes to the consolidated accounts
Unilever Group



30 Share-based compensation
    plans(continued)

|                                          |            |   |                |  |            |   |                |  |            |   |                | 
|----------------------------------------- | ---------- | - | -------------- |  | ---------- | - | -------------- |  | ---------- | - | -------------- | 
|                                          |            |   | 2004           |  |            |   | 2003           |  |            |   | 2002           | 
|                                          |            |   | Weighted       |  |            |   | Weighted       |  |            |   | Weighted       | 
|                                          | Number of  |   | average        |  | Number of  |   | average        |  | Number of  |   | average        | 
|                                          | options    |   | exercise price |  | options    |   | exercise price |  | options    |   | exercise price | 
|                                          |            |   |                |  |            |   |                |  |            |   |                | 
|NV New York shares of €0.51               |            |   |                |  |            |   |                |  |            |   |                | 
|Outstanding at 1 January                  | 3 601 264  |   | $54.83         |  | 3 221 014  |   | $52.54         |  | 2 736 921  |   | $49.23         | 
|Granted                                   | 429 142    |   | $65.93         |  | 706 632    |   | $58.48         |  | 755 295    |   | $59.44         | 
|Exercised                                 | (641 245   | ) | $41.10         |  | (278 763   | ) | $36.15         |  | (242 276   | ) | $36.00         | 
|Forfeited                                 | (51 705    | ) | $66.41         |  | (47 619    | ) | $63.61         |  | (28 926    | ) | $57.52         | 
|Expired(a)                                |           |   |               |  |           |   |               |  |           |   |               | 
|                                          |            |   |                |  |            |   |                |  |            |   |                | 
|Outstanding at 31 December                | 3 337 456  |   | $58.72         |  | 3 601 264  |   | $54.83         |  | 3 221 014  |   | $52.54         | 
|                                          |            |   |                |  |            |   |                |  |            |   |                | 
|Exercisable at 31 December                | 2 439 155  |   | $57.62         |  | 2 275 533  |   | $53.22         |  | 1 888 079  |   | $50.10         | 
|                                          |            |   |                |  |            |   |                |  |            |   |                | 
|PLC shares of 1.4p in the form of ADRs(d) |            |   |                |  |            |   |                |  |            |   |                | 
|Outstanding at 1 January                  | 20 778 836 |   | $8.32          |  | 16 997 152 |   | $8.06          |  | 12 744 844 |   | $7.89          | 
|Granted                                   | 2 836 492  |   | $9.63          |  | 4 671 336  |   | $9.13          |  | 4 994 640  |   | $8.42          | 
|Exercised                                 | (1 940 440 | ) | $7.47          |  | (600 348   | ) | $7.04          |  | (598 300   | ) | $7.14          | 
|Forfeited                                 | (307 380   | ) | $9.51          |  | (289 304   | ) | $8.92          |  | (144 032   | ) | $8.40          | 
|Expired(a)                                |           |   |               |  |           |   |               |  |           |   |               | 
|                                          |            |   |                |  |            |   |                |  |            |   |                | 
|Outstanding at 31 December                | 21 367 508 |   | $8.55          |  | 20 778 836 |   | $8.32          |  | 16 997 152 |   | $8.06          | 
|                                          |            |   |                |  |            |   |                |  |            |   |                | 
|Exercisable at 31 December                | 15 475 612 |   | $8.31          |  | 12 040 552 |   | $8.15          |  | 8 175 172  |   | $8.29          | 
|                                          |            |   |                |  |            |   |                |  |            |   |                | 

|(a) | Prior to 2003 the number of expired options
    was immaterial.
|--- | ---------------------------------------------------------------
|(d) | 1 ADR is equivalent to 4 PLC shares.                           



|                                | 2004      |  | 2003      |  | 2002      | 
|------------------------------- | --------- |  | --------- |  | --------- | 
|                                |           |  |           |  |           | 
|NV option value information(b)  |           |  |           |  |           | 
|Fair value per option(c)        |           |  |           |  |           | 
|NV Executive Option Plan        | €11.43    |  | €12.43    |  | €18.74    | 
|PLC Executive Option Plan       | £7.67     |  | £8.41     |  | £11.59    | 
|NA Executive Option Plan        | $13.45    |  | $12.42    |  | $16.32    | 
|Valuation assumptions           |           |  |           |  |           | 
|Expected option term            | 5.9 years |  | 6.0 years |  | 6.0 years | 
|Expected volatility             | 27.5%     |  | 27.5%     |  | 27.6%     | 
|Expected dividend yield         | 3.3%      |  | 3.2%      |  | 2.4%      | 
|Risk-free interest rate         | 3.1%      |  | 3.5%      |  | 5.0%      | 
|                                |           |  |           |  |           | 
|PLC option value information(b) |           |  |           |  |           | 
|Fair value per option(c)        |           |  |           |  |           | 
|NV Executive Option Plan        | €1.78     |  | €2.14     |  | €2.62     | 
|PLC Executive Option Plan       | £1.20     |  | £1.45     |  | £1.62     | 
|NA Executive Option Plan        | $1.92     |  | $2.05     |  | $2.23     | 
|Valuation assumptions           |           |  |           |  |           | 
|Expected option term            | 5.9 years |  | 6.0 years |  | 6.0 years | 
|Expected volatility             | 27.5%     |  | 27.5%     |  | 27.1%     | 
|Expected dividend yield         | 3.5%      |  | 2.8%      |  | 2.6%      | 
|Risk-free interest rate         | 4.3%      |  | 4.0%      |  | 5.3%      | 
|                                |           |  |           |  |           | 

|(b) | Weighted average of options granted during each period.
|--- | -------------------------------------------------------
|(c) | Estimated using Black-Scholes option pricing method.   

142UnileverAnnual Report and Accounts 2004

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Notes to the consolidated accounts
Unilever Group



30 Share-based compensation plans(continued)
  The exercise prices and remaining life of the Executive Option Plans as at 31 December 2004 are as follows:

|                                          |                           |  |             | Options
          outstanding |             | Options
          exercisable |                         
|----------------------------------------- | ------------------------- |  | ----------- | ----------------------------- | ----------- | ----------------------------- | ------------------------
|                                          |                           |  |             |                               |             |                               |                         
|                                          |                           |  | Number      |                               | Weighted    |                               |                         
|                                          |                           |  | outstanding |                               | average     |                               |                         
|                                          |                           |  | at 31       |                               | remaining   |                               | Weighted                
|                                          | Range
          of        |  | December    |                               | contractual |                               | average                 
|                                          | exercise
          prices |  | 2004        |                               | life        |                               | exercise
          price
|                                          |                           |  |             |                               |             |                               |                         
|NV shares of €0.51                        | €42.79 - €60.85           |  | 9 982 061   |                               | 8 years     |                               | €55.69                  
|                                          | €63.50 - €73.97           |  | 4 685 165   |                               | 6 years     |                               | €66.21                  
|                                          |                           |  |             |                               |             |                               |                         
|PLC shares of 1.4p                        | £3.07 - £4.29             |  | 7 722 504   |                               | 5 years     |                               | £4.12                   
|                                          | £4.75 - £5.55             |  | 44 080 270  |                               | 7 years     |                               | £5.16                   
|                                          | £5.77 - £6.79             |  | 44 169 761  |                               | 8 years     |                               | £5.88                   
|                                          |                           |  |             |                               |             |                               |                         
|NV New York shares of €0.51               | $31.95 - $33.89           |  | 109 137     |                               | 1 year      |                               | $33.62                  
|                                          | $41.16 - $59.40           |  | 2 284 627   |                               | 7 years     |                               | $55.66                  
|                                          | $60.05 - $76.69           |  | 943 692     |                               | 6 years     |                               | $69.02                  
|                                          |                           |  |             |                               |             |                               |                         
|PLC shares of 1.4p in the form of ADRs(d) | $5.56 -$7.73              |  | 6 545 464   |                               | 6 years     |                               | $7.11                   
|                                          | $8.35 - $10.85            |  | 14 822 044  |                               | 7 years     |                               | $9.19                   
|                                          |                           |  |             |                               |             |                               |                         

|(d) | 1 ADR is equivalent to 4 PLC shares.
|--- | ------------------------------------



Share Matching Plans
Under these plans managers can invest up to 25% of their gross bonus in Unilever shares. The company matches this with the same number of shares on condition that all shares are held for the agreed period (three years
from 2002 onwards), and that the manager has not resigned from Unilever at the end of this period. The North American managers participate in the North American Share Bonus Plan, the others in the Variable Pay in Shares Plan.

A summary of the status of the Share Matching Plans as at 31 December 2004, 2003 and 2002 and changes during the years ended on these dates is presented below:

|                           |                       |   | 2004     |  |                     |   | 2003     |  |                     |   | 2002     | 
|-------------------------- | --------------------- | - | -------- |  | ------------------- | - | -------- |  | ------------------- | - | -------- | 
|                           |                       |   | Weighted |  |                     |   | Weighted |  |                     |   | Weighted | 
|                           | Number
            of |   | average  |  | Number
          of |   | average  |  | Number
          of |   | average  | 
|                           | shares                |   | price    |  | shares              |   | price    |  | shares              |   | price    | 
|                           |                       |   |          |  |                     |   |          |  |                     |   |          | 
|NV shares of €0.51         |                       |   |          |  |                     |   |          |  |                     |   |          | 
|Outstanding at 1 January   | 373 846               |   | €0.00    |  | 225 404             |   | €0.00    |  | 77 613              |   | €0.00    | 
|Awarded                    | 85 789                |   | €0.00    |  | 153 483             |   | €0.00    |  | 148 990             |   | €0.00    | 
|Exercised                  | (12 115               | ) | €0.00    |  | (2 664              | ) | €0.00    |  | (143                | ) | €0.00    | 
|Forfeited                  | (7 432                | ) | €0.00    |  | (2 377              | ) | €0.00    |  | (1 056              | ) | €0.00    | 
|                           |                       |   |          |  |                     |   |          |  |                     |   |          | 
|Outstanding at 31 December | 440 088               |   | €0.00    |  | 373 846             |   | €0.00    |  | 225 404             |   | €0.00    | 
|                           |                       |   |          |  |                     |   |          |  |                     |   |          | 
|Exercisable at 31 December |                      |   |         |  |                    |   |         |  |                    |   |         | 
|                           |                       |   |          |  |                     |   |          |  |                     |   |          | 
|PLC shares of 1.4p         |                       |   |          |  |                     |   |          |  |                     |   |          | 
|Outstanding at 1 January   | 2 594 187             |   | £0.00    |  | 1 627 386           |   | £0.00    |  | 570 703             |   | £0.00    | 
|Awarded                    | 630 832               |   | £0.00    |  | 1 002 635           |   | £0.00    |  | 1 065 406           |   | £0.00    | 
|Exercised                  | (90 113               | ) | £0.00    |  | (18 910             | ) | £0.00    |  | (1 053              | ) | £0.00    | 
|Forfeited                  | (51 097               | ) | £0.00    |  | (16 924             | ) | £0.00    |  | (7 670              | ) | £0.00    | 
|                           |                       |   |          |  |                     |   |          |  |                     |   |          | 
|Outstanding at 31 December | 3 083 809             |   | £0.00    |  | 2 594 187           |   | £0.00    |  | 1 627 386           |   | £0.00    | 
|                           |                       |   |          |  |                     |   |          |  |                     |   |          | 
|Exercisable at 31 December |                      |   |         |  |                    |   |         |  |                    |   |         | 
|                           |                       |   |          |  |                     |   |          |  |                     |   |          | 
|                          

UnileverAnnual
Report and Accounts 2004     143

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Notes to the consolidated accounts
Unilever Group

30 Share-based compensation plans(continued)

|                                          |                       |   | 2004     |  |                     |   | 2003     |  |                     |   | 2002     | 
|----------------------------------------- | --------------------- | - | -------- |  | ------------------- | - | -------- |  | ------------------- | - | -------- | 
|                                          |                       |   | Weighted |  |                     |   | Weighted |  |                     |   | Weighted | 
|                                          | Number
            of |   | average  |  | Number
          of |   | average  |  | Number
          of |   | average  | 
|                                          | shares                |   | price    |  | shares              |   | price    |  | shares              |   | price    | 
|                                          |                       |   |          |  |                     |   |          |  |                     |   |          | 
|NV New York shares of €0.51               |                       |   |          |  |                     |   |          |  |                     |   |          | 
|Outstanding at 1 January                  | 167 156               |   | $0.00    |  | 116 485             |   | $0.00    |  | 29 255              |   | $0.00    | 
|Awarded                                   | 57 504                |   | $0.00    |  | 52 889              |   | $0.00    |  | 87 743              |   | $0.00    | 
|Exercised                                 | (143                  | ) | $0.00    |  |                    |   |         |  |                    |   |         | 
|Forfeited                                 | (2 810                | ) | $0.00    |  | (2 218              | ) | $0.00    |  | (513                | ) | $0.00    | 
|                                          |                       |   |          |  |                     |   |          |  |                     |   |          | 
|Outstanding at 31 December                | 221 707               |   | $0.00    |  | 167 156             |   | $0.00    |  | 116 485             |   | $0.00    | 
|                                          |                       |   |          |  |                     |   |          |  |                     |   |          | 
|Exercisable at 31 December                |                      |   |         |  |                    |   |         |  |                    |   |         | 
|                                          |                       |   |          |  |                     |   |          |  |                     |   |          | 
|PLC shares of 1.4p in the form of ADRs(d) |                       |   |          |  |                     |   |          |  |                     |   |          | 
|Outstanding at 1 January                  | 1 133 728             |   | $0.00    |  | 810 248             |   | $0.00    |  | 214 752             |   | $0.00    | 
|Awarded                                   | 392 440               |   | $0.00    |  | 338 560             |   | $0.00    |  | 599 064             |   | $0.00    | 
|Exercised                                 | (992                  | ) | $0.00    |  |                    |   |         |  |                    |   |         | 
|Forfeited                                 | (19 024               | ) | $0.00    |  | (15 080             | ) | $0.00    |  | (3 568              | ) | $0.00    | 
|                                          |                       |   |          |  |                     |   |          |  |                     |   |          | 
|Outstanding at 31 December                | 1 506 152             |   | $0.00    |  | 1 133 728           |   | $0.00    |  | 810 248             |   | $0.00    | 
|                                          |                       |   |          |  |                     |   |          |  |                     |   |          | 
|Exercisable at 31 December                |                      |   |         |  |                    |   |         |  |                    |   |         | 
|                                          |                       |   |          |  |                     |   |          |  |                     |   |          | 
|(d) 1 ADR is equivalent to 4 PLC shares.  |                       |   |          |  |                     |   |          |  |                     |   |          | 

|                                     |                                                              | 2004   |       | 2003   |       | 2002   | 
|------------------------------------ | ------------------------------------------------------------ | ------ | ----- | ------ | ----- | ------ | 
|                                     |                                                              |        |       |        |       |        | 
|NV share award value information(b)  |                                                              |        |       |        |       |       
|Fair value per share award           |                                                              |        |       |        |       |       
|                                     | NV/PLC Plan                                                  | €54.72 |       | €55.45 |       | €69.14 | 
|                                     | North American Plan                                          | $70.30 |       | $56.63 |       | $58.68 | 
|                                     |                                                              |        |       |        |       |        | 
|PLC share award value information(b) |                                                              |        |       |        |       |       
|Fair value per share award           |                                                              |        |       |        |       |       
|NV/PLC Plan                          | £5.29                                                        |        | £5.87 |        | £6.17 |       
|                                     | North American Plan                                          | $10.34 |       | $8.83  |       | $8.58  | 
|                                     |                                                              |        |       |        |       |        | 
|(b)                                  | Weighted average of share awards granted during each period. |        |       |        |       |        | 

The TSR Long-Term Incentive Plan
Under this plan, introduced in 2001, grants are made to Executive Directors and some senior executives. The level of share award which will vest three years later will vary in accordance with the Total Shareholder
Return in comparison with a peer group (see description on pages 23 and 80). If the ranking is below the median, the share award will lapse; the higher the ranking above the median, the higher the share award.

A summary of the status of the TSR Long-Term Incentive Plan as at 31 December 2004, 2003 and 2002 and changes during the year ended on these dates is presented below:

|                           |           |  | 2004     |  |           |  | 2003     |  |           |   | 2002     | 
|-------------------------- | --------- |  | -------- |  | --------- |  | -------- |  | --------- | - | -------- | 
|                           |           |  | Weighted |  |           |  | Weighted |  |           |   | Weighted | 
|                           | Number of |  | average  |  | Number of |  | average  |  | Number of |   | average  | 
|                           | shares    |  | price    |  | shares    |  | price    |  | shares    |   | price    | 
|                           |           |  |          |  |           |  |          |  |           |   |          | 
|NV shares of €0.51         |           |  |          |  |           |  |          |  |           |   |          | 
|Outstanding at 1 January   | 327 345   |  | €0.00    |  | 188 514   |  | €0.00    |  | 71 564    |   | €0.00    | 
|Awarded                    | 120 526   |  | €0.00    |  | 138 831   |  | €0.00    |  | 118 445   |   | €0.00    | 
|Exercised                  | (71 564)  |  | €0.00    |  |          |  |         |  |          |   |         | 
|Forfeited                  | (15 478)  |  | €0.00    |  |          |  |         |  | (1 495    | ) | €0.00    | 
|                           |           |  |          |  |           |  |          |  |           |   |          | 
|Outstanding at 31 December | 360 829   |  | €0.00    |  | 327 345   |  | €0.00    |  | 188 514   |   | €0.00    | 
|                           |           |  |          |  |           |  |          |  |           |   |          | 
|Exercisable at 31 December |          |  |         |  |          |  |         |  |          |   |         | 
|                           |           |  |          |  |           |  |          |  |           |   |          | 
|PLC shares of 1.4p         |           |  |          |  |           |  |          |  |           |   |          | 
|Outstanding at 1 January   | 2 249 384 |  | £0.00    |  | 1 360 874 |  | £0.00    |  | 533 481   |   | £0.00    | 
|Awarded                    | 829 159   |  | £0.00    |  | 888 510   |  | £0.00    |  | 837 973   |   | £0.00    | 
|Exercised                  | (533 481) |  | £0.00    |  |          |  |         |  |          |   |         | 
|Forfeited                  | (104 752) |  | £0.00    |  |          |  |         |  | (10 580   | ) | £0.00    | 
|                           |           |  |          |  |           |  |          |  |           |   |          | 
|Outstanding at 31 December | 2 440 310 |  | £0.00    |  | 2 249 384 |  | £0.00    |  | 1 360 874 |   | £0.00    | 
|                           |           |  |          |  |           |  |          |  |           |   |          | 
|Exercisable at 31 December |          |  |         |  |          |  |         |  |          |   |         | 
|                           |           |  |          |  |           |  |          |  |           |   |          | 

144UnileverAnnual Report and Accounts 2004

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Notes to the consolidated accounts
Unilever Group

|30 Share-based compensation plans(continued)                                                                  |        |  |        |  |        | 
|------------------------------------------------------------------------------------------------------------- | ------ |  | ------ |  | ------ | 
|                                                                                                              | 2004   |  | 2003   |  | 2002   | 
|                                                                                                              |        |  |        |  |        | 
|NV share award value information                                                                              |        |  |        |  |        | 
|Fair value per share award(e)                                                                                 | €41.81 |  | €43.57 |  | €26.94 | 
|                                                                                                              |        |  |        |  |        | 
|PLC share award value information                                                                             |        |  |        |  |        | 
|Fair value per share award(e)                                                                                 | £4.02  |  | £4.63  |  | £2.41  | 
|                                                                                                              |        |  |        |  |        | 
|(e) Estimated using option pricing models
    taking account of peer group TSR volatilities and correlations. |       

The North American Performance Share Plan
  This long-term incentive plan for North American managers, introduced in 2001, awards Unilever shares if company targets are met over a three-year period.

A summary of the status of the North American Performance Share Plan as at 31 December 2004, 2003 and 2002 and changes during the years ended on these dates is presented below:

|                                          |                       |  | 2004     |  |                       |   | 2003     |  |                     |   | 2002     | 
|----------------------------------------- | --------------------- |  | -------- |  | --------------------- | - | -------- |  | ------------------- | - | -------- | 
|                                          |                       |  | Weighted |  |                       |   | Weighted |  |                     |   | Weighted | 
|                                          | Number
            of |  | average  |  | Number
            of |   | average  |  | Number
          of |   | average  | 
|                                          | shares                |  | price    |  | shares                |   | price    |  | shares              |   | price    | 
|                                          |                       |  |          |  |                       |   |          |  |                     |   |          | 
|NV New York shares of €0.51               |                       |  |          |  |                       |   |          |  |                     |   |          | 
|Outstanding at 1 January                  | 1 771 343             |  | $0.00    |  | 1 223 292             |   | $0.00    |  | 625 451             |   | $0.00    | 
|Awarded                                   | 543 479               |  | $0.00    |  | 563 982               |   | $0.00    |  | 639 396             |   | $0.00    | 
|Exercised                                 | (600 707)             |  | $0.00    |  |                      |   |         |  |                    |   |         | 
|Forfeited                                 | (24 039)              |  | $0.00    |  | (15 931               | ) | $0.00    |  | (41 555             | ) | $0.00    | 
|                                          |                       |  |          |  |                       |   |          |  |                     |   |          | 
|Outstanding at 31 December                | 1 690 076             |  | $0.00    |  | 1 771 343             |   | $0.00    |  | 1 223 292           |   | $0.00    | 
|                                          |                       |  |          |  |                       |   |          |  |                     |   |          | 
|Exercisable at 31 December                |                      |  |         |  |                      |   |         |  |                    |   |         | 
|                                          |                       |  |          |  |                       |   |          |  |                     |   |          | 
|PLC shares of 1.4p in the form of ADRs(d) |                       |  |          |  |                       |   |          |  |                     |   |          | 
|Outstanding at 1 January                  | 13 202 916            |  | $0.00    |  | 9 130 532             |   | $0.00    |  | 4 665 064           |   | $0.00    | 
|Awarded                                   | 4 057 444             |  | $0.00    |  | 4 191 296             |   | $0.00    |  | 4 769 348           |   | $0.00    | 
|Exercised                                 | (4 482 896)           |  | $0.00    |  |                      |   |         |  |                    |   |         | 
|Forfeited                                 | (157 956)             |  | $0.00    |  | (118 912              | ) | $0.00    |  | (303 880            | ) | $0.00    | 
|                                          |                       |  |          |  |                       |   |          |  |                     |   |          | 
|Outstanding at 31 December                | 12 619 508            |  | $0.00    |  | 13 202 916            |   | $0.00    |  | 9 130 532           |   | $0.00    | 
|                                          |                       |  |          |  |                       |   |          |  |                     |   |          | 
|Exercisable at 31 December                |                      |  |         |  |                      |   |         |  |                    |   |         | 
|                                          |                       |  |          |  |                       |   |          |  |                     |   |          | 
|(d) 1 ADR is equivalent to 4 PLC shares.  |                       |  |          |  |                       |   |          |  |                     |   |          | 

|                                                                 | 2004   |  | 2003   |  | 2002   | 
|---------------------------------------------------------------- | ------ |  | ------ |  | ------ | 
|                                                                 |        |  |        |  |        | 
|NV share award value information(b)                              |        |  |        |  |        | 
|Fair value per share award                                       | $65.98 |  | $58.35 |  | $59.00 | 
|                                                                 |        |  |        |  |        | 
|PLC share award value information(b)                             |        |  |        |  |        | 
|Fair value per share award                                       | $9.64  |  | $9.14  |  | $8.35  | 
|                                                                 |        |  |        |  |        | 
|(b) Weighted average of share awards granted during each period. |        |  |        |  |        | 

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Report and Accounts 2004145

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Notes to the consolidated accounts
Unilever Group

30 Share-based compensation plans(continued)

The Restricted Share Plan
In specific one-off cases a number of executives are awarded the right to receive NV and PLC shares at a specified date in the future, on the condition that they are still employed by Unilever at that time.

A summary of the status of the Restricted Share Plan as at 31 December 2004, 2003 and 2002 and changes during the years ended on these dates is presented below:

|                           |           |   | 2004     |  |             |  | 2003     |  |             |  | 2002     | 
|-------------------------- | --------- | - | -------- |  | ----------- |  | -------- |  | ----------- |  | -------- | 
|                           |           |   | Weighted |  |             |  | Weighted |  |             |  | Weighted | 
|                           | Number of |   | average  |  | Number of   |  | average  |  | Number of   |  | average  | 
|                           | shares    |   | price    |  | shares      |  | price    |  | shares      |  | price    | 
|                           |           |   |          |  |             |  |          |  |             |  |          | 
|NV shares of €0.51         |           |   |          |  |             |  |          |  |             |  |          | 
|Outstanding at 1 January   | 40 498    |   | €0.00    |  | 250 607     |  | €0.00    |  | 381 328     |  | €0.00    | 
|Awarded                    | 7 595     |   | €0.00    |  | 48 269      |  | €0.00    |  | 37 380      |  | €0.00    | 
|Exercised                  | (380      | ) | €0.00    |  | (258 378)   |  | €0.00    |  | (160 405)   |  | €0.00    | 
|Forfeited                  |          |   |         |  |            |  |         |  | (7 696)     |  | €0.00    | 
|                           |           |   |          |  |             |  |          |  |             |  |          | 
|Outstanding at 31 December | 47 713    |   | €0.00    |  | 40 498      |  | €0.00    |  | 250 607     |  | €0.00    | 
|                           |           |   |          |  |             |  |          |  |             |  |          | 
|PLC shares of 1.4p         |           |   |          |  |             |  |          |  |             |  |          | 
|Outstanding at 1 January   | 216 382   |   | £0.00    |  | 1 854 816   |  | £0.00    |  | 2 815 138   |  | £0.00    | 
|Awarded                    | 13 681    |   | £0.00    |  | 275 848     |  | £0.00    |  | 275 502     |  | £0.00    | 
|Exercised                  | (2 502    | ) | £0.00    |  | (1 914 282) |  | £0.00    |  | (1 178 708) |  | £0.00    | 
|Forfeited                  |          |   |         |  |            |  |         |  | (57 116)    |  | £0.00    | 
|                           |           |   |          |  |             |  |          |  |             |  |          | 
|Outstanding at 31 December | 227 561   |   | £0.00    |  | 216 382     |  | £0.00    |  | 1 854 816   |  | £0.00    | 
|                           |           |   |          |  |             |  |          |  |             |  |          | 

|                                                                 |        |  |        |  |        | 
|---------------------------------------------------------------- | ------ |  | ------ |  | ------ | 
|                                                                 | 2004   |  | 2003   |  | 2002   | 
|                                                                 |        |  |        |  |        | 
|NV share award value information(b)                              |        |  |        |  |        | 
|Fair value per share award                                       | €53.43 |  | €52.48 |  | €64.21 | 
|                                                                 |        |  |        |  |        | 
|PLC share award value information(b)                             |        |  |        |  |        | 
|Fair value per share award                                       | £5.30  |  | £5.32  |  | £5.65  | 
|                                                                 |        |  |        |  |        | 
|(b) Weighted average of share awards granted during each period. |        |  |        |  |        | 

Other plans
During 2004 Unilever has offered a special cash award to selected senior managers with the purpose of retaining them. This cash-settled share-based plan provides a payment after three years, on the condition of
continued employment with the Group.

A summary of the status of the other plans as at 31 December 2004 and changes during the year then ended is presented below:

|                           |           |  | 2004     | 
|-------------------------- | --------- |  | -------- | 
|                           |           |  | Weighted | 
|                           | Number of |  | average  | 
|                           | shares    |  | price    | 
|                           |           |  |          | 
|NV €0.51 share substitute  |           |  |          | 
|Outstanding at 1 January   |          |  |         | 
|Awarded                    | 300 000   |  | €0.00    | 
|Exercised                  |          |  |         | 
|Forfeited                  |          |  |         | 
|                           |           |  |          | 
|Outstanding at 31 December | 300 000   |  | €0.00    | 
|                           |           |  |          | 
|PLC 1.4p share substitute  |           |  |          | 
|Outstanding at 1 January   |          |  |         | 
|Awarded                    | 2 000 000 |  | £0.00    | 
|Exercised                  |          |  |         | 
|Forfeited                  |          |  |         | 
|                           |           |  |          | 
|Outstanding at 31 December | 2 000 000 |  | £0.00    | 
|                           |           |  |          | 

146UnileverAnnual Report and Accounts 2004

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Notes to the consolidated accounts
Unilever Group

30 Share-based compensation plans(continued)

Additional information
At 31 December 2004, there were options outstanding
to purchase 20 835 073 (2003: 19 625 369) €0.51 ordinary NV shares, and 102 249 614 (2003: 96 512 423) 1.4p ordinary PLC shares in respect of share-based
compensation plans of NV and its subsidiaries and the North American plans, and 5 183 084 (2003: 4 816 994) €0.51
ordinary NV shares and 49 182 073 (2003: 50 494 450) 1.4p ordinary PLC shares
in respect of share-based compensation plans of PLC
and its subsidiaries.

To satisfy the options granted, certain group companies hold 25 120 635 (2003: 22 163 785) certificates or depositary receipts of ordinary shares of NV and 93 851 655 (2003: 84 450 131) of PLC and a forward equity
contract to buy 10 000 000 PLC shares in 2006, and trusts in Jersey and the United Kingdom hold 48 888 961 (2003: 47 085 636) PLC shares. The book value of the shares held by the trusts, together with their borrowings, is taken up in the entity
accounts of PLC, as required by United Kingdom Urgent Issues Task Force Abstract 38 (UITF 38). The trustees of these trusts have agreed, until further notice, to waive dividends on these shares, save for the nominal sum of 0.01p per 1.4p ordinary
share. Shares acquired during 2004 represent 0.5% of the Groups called up capital. The balance at year end is 4.6% (2003: 4.2%).

The book value of €2 587 million (2003: €2 294 million) of all shares held in respect of share-based compensation plans for both NV and PLC is eliminated on consolidation by deduction from other reserves (see
note 24 on page 133). Their market value at 31 December 2004 was €2 273 million (2003: €2 117 million).

At 31 December 2004 the exercise price of 20 224 246 (2003: 17 072 651) NV options and of 88 066 266 (2003: 79 751 021) PLC options was above the market price of the shares.

Shares held to satisfy options are accounted for in accordance with Netherlands law and United Kingdom UITF 37 and UITF 38. All differences between the purchase price of the shares held to satisfy options granted and
the proceeds received for the shares, whether on exercise or lapse, are charged to reserves. In 2004 this includes €3 million (2003: €8 million) for shares held to meet options expiring in the short term which are priced above market
value. The basis of the charge to operating profit for the economic value of options granted is discussed on page 139.

Obligations over the following number of shares were granted, exercised, forfeited or expired between 31 December 2004 and 25 February 2005. In this period we have purchased 13 700 NV New York shares and 90 800 PLC
shares in the form of ADRs to satisfy awards under the Share Matching Plans, and 637 937 NV shares intended to replenish the hedging position following the use of existing shares for the €0.05 NV preference shares conversion (see also note 7 on
page 112).

|                                      |         |     |          |     |           |     | Exercised,           |    
|------------------------------------- | ------- | --- | -------- | --- | --------- | --- | -------------------- | ---
|                                      |         |     | Granted  |     |           |     | forfeited or expired |    
|                                      |         |     |          |     |           |     |                      |    
|                                      | Shares  |     | Shares   |     | Shares    |     | Shares               |    
|                                      | of 1.4p | (f) | of €0.51 | (g) | of 1.4p   | (f) | of €0.51             | (g)
|                                      |         |     |          |     |           |     |                      |    
|All-Employee Option Plans             |        |     |         |     | 320 476   |     | 61 562               |    
|Executive Option Plans                |        |     |         |     | 1 268 564 |     | 228 147              |    
|Share Matching Plans                  |        |     |         |     | 585 875   |     | 85 834               |    
|TSR Long-Term Incentive Plan          |        |     |         |     |          |     |                     |    
|North American Performance Share Plan |        |     |         |     | 29 632    |     | 3 956                |    
|Restricted Share Plan                 |        |     |         |     |          |     |                     |    
|Other plans                           |        |     |         |     |          |     |                     |    
|                                      |         |     |          |     |           |     |                      |    

|(f) | When under a North American Plan, in the form of PLC ADRs.          
|--- | --------------------------------------------------------------------
|(g) | When under a North American Plan, in the form of NV New York shares.

31 Related party transactions

The following related party balances existed with associate businesses at 31 December:

|                            | € million |  | € million | 
|--------------------------- | --------- |  | --------- | 
|                            | 2004      |  | 2003      | 
|                            |           |  |           | 
|Trading balances receivable | 29        |  | 28        | 
|                            |           |  |           | 

Sales agency fees to JohnsonDiversey were incurred of approximately €68 million in 2004 (2003: €77 million; 2002: €85 million).

In July 2004 in the UK, Unilever formed a joint venture with Arlington Science Park Ltd. and sold it property at the Colworth site for a total consideration of €46 million.

In 2004 Patrick Cescau, the Chairman of Unilever PLC, and his wife purchased a house from Immobilia Transholme B.V., an NV group company, for €3 348 000 (£2 270 000). The full Boards, acting on the
recommendation of the Remuneration Committee and without the participation of Mr Cescau, gave their prior approvals to the purchase, which was made at full market value based on two independent valuations of the property.

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Report and Accounts 2004147

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Notes to the consolidated accounts
Unilever Group

32 Summarised accounts of the NV and PLC parts of the Group

The following summarised accounts present the profit and loss account and balance sheet of the Unilever Group, analysed between the NV and PLC parts of the Group according to respective ownership.

|Profit and loss accountfor the year ended 31 December          | € million |   | € million |   | € million |   | € million |   | € million |   | € million |  
|-------------------------------------------------------------- | --------- | - | --------- | - | --------- | - | --------- | - | --------- | - | --------- | -
|                                                               | NV        |   | NV        |   | NV        |   | PLC       |   | PLC       |   | PLC       |  
|                                                               | 2004      |   | 2003      |   | 2002      |   | 2004      |   | 2003      |   | 2002      |  
|                                                               |           |   |           |   |           |   |           |   |           |   |           |  
|Group turnover                                                 | 27 305    |   | 28 964    |   | 31 828    |   | 12 864    |   | 13 729    |   | 16 442    |  
|                                                               |           |   |           |   |           |   |           |   |           |   |           |  
|Group operating profit                                         | 2 172     |   | 3 559     |   | 3 507     |   | 1 239     |   | 1 924     |   | 1 500     |  
|Total income from fixed investments                            | 94        |   | 68        |   | 73        |   | 23        |   |          |   | 38        |  
|Interest                                                       | (383      | ) | (530      | ) | (812      | ) | (245      | ) | (317      | ) | (361      | )
|Other finance income/(cost)  pensions and similar obligations | (44       | ) | (110      | ) | (10       | ) | (17       | ) | (56       | ) | 118       |  
|                                                               |           |   |           |   |           |   |           |   |           |   |           |  
|Profit on ordinary activities before taxation                  | 1 839     |   | 2 987     |   | 2 758     |   | 1 000     |   | 1 551     |   | 1 295     |  
|Taxation                                                       | (499      | ) | (947      | ) | (1 028    | ) | (283      | ) | (580      | ) | (577      | )
|                                                               |           |   |           |   |           |   |           |   |           |   |           |  
|Profit on ordinary activities after taxation                   | 1 340     |   | 2 040     |   | 1 730     |   | 717       |   | 971       |   | 718       |  
|Minority interests                                             | (57       | ) | (64       | ) | (51       | ) | (124      | ) | (185      | ) | (261      | )
|                                                               |           |   |           |   |           |   |           |   |           |   |           |  
|Net profit                                                     | 1 283     |   | 1 976     |   | 1 679     |   | 593       |   | 786       |   | 457       |  
|                                                               |           |   |           |   |           |   |           |   |           |   |           |  

|                                                              |           |  |           |  |  |  |           |   |           |   |  | 
|------------------------------------------------------------- | --------- |  | --------- |  |  |  | --------- | - | --------- | - |  | 
|Balance sheetas at 31 December                                | € million |  | € million |  |  |  | € million |   | € million |   |  | 
|                                                              | NV        |  | NV        |  |  |  | PLC       |   | PLC       |   |  | 
|                                                              | 2004      |  | 2003      |  |  |  | 2004      |   | 2003      |   |  | 
|                                                              |           |  |           |  |  |  |           |   |           |   |  | 
|Fixed assets                                                  |           |  |           |  |  |  |           |   |           |   |  | 
|Goodwill and intangible assets                                | 11 972    |  | 13 793    |  |  |  | 3 366     |   | 3 920     |   |  | 
|Tangible fixed assets                                         | 4 127     |  | 4 375     |  |  |  | 2 144     |   | 2 280     |   |  | 
|Fixed investments                                             | 68        |  |          |  |  |  | 134       |   | 199       |   |  | 
|                                                              |           |  |           |  |  |  |           |   |           |   |  | 
|Total fixed assets                                            | 16 167    |  | 18 168    |  |  |  | 5 644     |   | 6 399     |   |  | 
|                                                              |           |  |           |  |  |  |           |   |           |   |  | 
|                                                              |           |  |           |  |  |  |           |   |           |   |  | 
|Current assets                                                |           |  |           |  |  |  |           |   |           |   |  | 
|Stocks                                                        | 2 439     |  | 2 679     |  |  |  | 1 319     |   | 1 496     |   |  | 
|Debtors                                                       | 4 332     |  | 4 458     |  |  |  | 1 371     |   | 1 423     |   |  | 
|Debtors due within one year                                   | 3 408     |  | 3 808     |  |  |  | 1 097     |   | 1 274     |   |  | 
|Debtors due after more than one year                          | 924       |  | 650       |  |  |  | 274       |   | 149       |   |  | 
|                                                              |           |  |           |  |  |  |           |   |           |   |  | 
|Cash and current investments                                  | 1 826     |  | 2 497     |  |  |  | 777       |   | 848       |   |  | 
|                                                              |           |  |           |  |  |  |           |   |           |   |  | 
|Total current assets                                          | 8 597     |  | 9 634     |  |  |  | 3 467     |   | 3 767     |   |  | 
|                                                              |           |  |           |  |  |  |           |   |           |   |  | 
|Creditors due within one year                                 | (10 497)  |  | (13 411)  |  |  |  | (4 073    | ) | (3 663    | ) |  | 
|Borrowings                                                    | (4 104)   |  | (6 835)   |  |  |  | (1 051    | ) | (599      | ) |  | 
|Trade and other creditors                                     | (6 393)   |  | (6 576)   |  |  |  | (3 022    | ) | (3 064    | ) |  | 
|                                                              |           |  |           |  |  |  |           |   |           |   |  | 
|Net current assets/(liabilities)                              | (1 900)   |  | (3 777)   |  |  |  | (606      | ) | 104       |   |  | 
|                                                              |           |  |           |  |  |  |           |   |           |   |  | 
|Total assets less current liabilities                         | 14 267    |  | 14 391    |  |  |  | 5 038     |   | 6 503     |   |  | 
|                                                              |           |  |           |  |  |  |           |   |           |   |  | 
|Creditors due after more than one year                        | 6 396     |  | 7 558     |  |  |  | 1 214     |   | 1 572     |   |  | 
|Borrowings                                                    | 5 969     |  | 7 024     |  |  |  | 924       |   | 1 442     |   |  | 
|Trade and other creditors                                     | 427       |  | 534       |  |  |  | 290       |   | 130       |   |  | 
|Provisions for liabilities and charges                        |           |  |           |  |  |  |           |   |           |   |  | 
|(excluding pensions and similar obligations)                  | 1 426     |  | 1 252     |  |  |  | 455       |   | 393       |   |  | 
|                                                              |           |  |           |  |  |  |           |   |           |   |  | 
|Net liabilities for pensions and similar obligations          | 2 131     |  | 2 011     |  |  |  | 1 787     |   | 1 748     |   |  | 
|                                                              |           |  |           |  |  |  |           |   |           |   |  | 
|Net pension asset for funded schemes in surplus               | (405)     |  | (381)     |  |  |  | (51       | ) | (109      | ) |  | 
|Net pension liability in respect of funded schemes in deficit |           |  |           |  |  |  |           |   |           |   |  | 
|and unfunded schemes                                          | 2 536     |  | 2 392     |  |  |  | 1 838     |   | 1 857     |   |  | 
|                                                              |           |  |           |  |  |  |           |   |           |   |  | 
|Intra-group  NV/PLC                                          | (2 781)   |  | (3 350)   |  |  |  | 2 781     |   | 3 350     |   |  | 
|Minority interests                                            | 35        |  | 51        |  |  |  | 327       |   | 389       |   |  | 
|Capital and reserves                                          | 7 060     |  | 6 869     |  |  |  | (1 526    | ) | (949      | ) |  | 
|                                                              |           |  |           |  |  |  |           |   |           |   |  | 
|Total capital employed                                        | 14 267    |  | 14 391    |  |  |  | 5 038     |   | 6 503     |   |  | 
|                                                              |           |  |           |  |  |  |           |   |           |   |  | 

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Five-year record
Unilever Group

The following are definitions of measures used within the five-year record and elsewhere within this report:

|                                                                                                                                           
|-------------------------------------------------------------------------------------------------------------------------------------------
|Return on invested capital                                                                                                                 
|                                                                                                                                           
|Ungeared free cash flow                                                                                                                    
|                                                                                                                                           
|Net profit margin                                                                                                                          
|                                                                                                                                           
|Net interest cover                                                                                                                         
|                                                                                                                                           
|Adjusted net interest cover
         based onadjusted EBITDA                                                                               
|                                                                                                                                           
|Net operating assets                                                                                                                       
| goodwill and intangible assets of
       subsidiaries, joint ventures and associates purchasedafter
       1 January 1998                
| tangible fixed assets                                                                                                                    
| stocks                                                                                                                                   
| debtors (excluding deferred taxation)                                                                                                    
|less:                                                                                                                                      
| trade and other creditors (excluding taxation and dividend creditors)                                                                    
| provisions for liabilities and charges
       (excluding deferred taxation, pensions balancesand
       deferred purchase consideration).
|                                                                                                                                           
|Ratio of earnings to fixed charges                                                                                                         
|                                                                                                                                           
|Funds from operations after
         interest andtax over lease-adjusted
         net debt                                                 
|                                                                                                                                           
|Weighted average cost of capital                                                                                                           
|                                                                                                                                           

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Five-year record(continued)Unilever Group

The financial data below shows key figures which are derived from the audited consolidated accounts of the Unilever Group for the last five years and should be read in the context of those accounts and notes. Please
refer also to the footnotes on page 151.

The adoption, in 2003, of UK Financial Reporting Standard 17 on pensions accounting was reflected by restating the consolidated profit and loss accounts for the years ended and the balance sheets as at 31 December 2002
and 31 December 2001. As allowed by the transitional provisions of FRS 17, the financial statements in respect of earlier years were not restated for this change in accounting policy.

|Consolidated profit and loss account           | € million |   | € million |   | € million |   | € million |   | € million |  
|---------------------------------------------- | --------- | - | --------- | - | --------- | - | --------- | - | --------- | -
|                                               | 2004      |   | 2003      |   | 2002      |   | 2001      |   | 2000      |  
|                                               |          
|Group turnover                                 | 40 169    |   | 42 693    |   | 48 270    |   | 51 514    |   | 47 582    |  
|                                               |           |  
|Group operating profit                         | 3 411     |   | 5 483     |   | 5 007     |   | 4 946     |   | 3 130     |  
|After charging:                                |           |   |           |   |           |   |           |   |           |  
|Exceptional items                              | (1 595    | ) | (97       | ) | (707      | ) | (579      | ) | (2 113    | )
|Amortisation of goodwill and intangible assets | (1 086    | ) | (1 139    | ) | (1 245    | ) | (1 387    | ) | (435      | )
|Income from fixed investments                  | 117       |   | 68        |   | 111       |   | 96        |   | 53        |  
|Interest(a)                                    | (689      | ) | (1 013    | ) | (1 065    | ) | (1 604    | ) | (632      | )
|                                               |           |  
|Profit on ordinary activities before taxation  | 2 839     |   | 4 538     |   | 4 053     |   | 3 438     |   | 2 551     |  
|                                               |           |  
|Profit on ordinary activities after taxation   | 2 057     |   | 3 011     |   | 2 448     |   | 1 919     |   | 1 269     |  
|                                               |           |  
|Net profit                                     | 1 876     |   | 2 762     |   | 2 136     |   | 1 680     |   | 1 054     |  
|                                               |           |  
|Preference dividends                           | (28       | ) | (27       | ) | (42       | ) | (51       | ) | (44       | )
|Dividends on ordinary capital                  | (1 815    | ) | (1 682    | ) | (1 659    | ) | (1 530    | ) | (1 414    | )
|                                               |           |  
|Result for the year retained                   | 33        |   | 1 053     |   | 435       |   | 99        |   | (404      | )
|                                               |          
|Combined earnings per share(b)                 |           |   |           |   |           |   |           |   |           |  
|Euros per €0.51 of ordinary capital            | 1.92      |   | 2.82      |   | 2.14      |   | 1.66      |   | 1.02      |  
|Euro cents per 1.4p of ordinary capital        | 28.78     |   | 42.33     |   | 32.16     |   | 24.86     |   | 15.32     |  
|                                               |          
|Ordinary dividends                             |           |   |           |   |           |   |           |   |           |  
|NV  euros per €0.51 of ordinary capital       | 1.89      |   | 1.74      |   | 1.70      |   | 1.56      |   | 1.43      |  
|PLC  pence per 1.4p of ordinary capital       | 19.15     |   | 18.08     |   | 16.04     |   | 14.54     |   | 13.07     |  
|                                               |          
|                                               |           |   |           |   |           |   |           |   |           |  
|Consolidated balance
    sheet                 | € million |   | € million |   | € million |   | € million |   | € million |  
|                                               | 2004      |   | 2003      |   | 2002      |   | 2001      |   | 2000      |  
|                                               |          
|Goodwill and intangible assets                 | 15 338    |   | 17 713    |   | 20 274    |   | 24 964    |   | 26 390    |  
|Other fixed assets and investments             | 6 473     |   | 6 854     |   | 8 115     |   | 10 124    |   | 10 996    |  
|Stocks                                         | 3 758     |   | 4 175     |   | 4 500     |   | 5 343     |   | 5 421     |  
|Debtors                                        | 5 703     |   | 5 881     |   | 6 571     |   | 8 024     |   | 9 726     |  
|Acquired businesses held for resale            |          |   |          |   |          |   |          |   | 1 666     |  
|Total cash and current investments             | 2 603     |   | 3 345     |   | 2 904     |   | 2 214     |   | 3 260     |  
|                                               |           |  
|Total assets                                   | 33 875    |   | 37 968    |   | 42 364    |   | 50 669    |   | 57 459    |  
|                                               |           |   |           |   |           |   |           |   |           |  
|Creditors due within one year                  | (14 570   | ) | (17 074   | ) | (19 955   | ) | (23 125   | ) | (28 351   | )
|                                               |           |  
|Total assets less current
    liabilities      | 19 305    |   | 20 894    |   | 22 409    |   | 27 544    |   | 29 108    |  
|                                               |          
|Creditors due after one year                   | 7 610     |   | 9 130     |   | 11 574    |   | 15 026    |   | 14 085    |  
|Provisions for liabilities and charges         | 5 799     |   | 5 404     |   | 5 514     |   | 3 411     |   | 6 431     |  
|                                               |           |  
|Total long-term liabilities                    | 13 409    |   | 14 534    |   | 17 088    |   | 18 437    |   | 20 516    |  
|                                               |           |   |           |   |           |   |           |   |           |  
|Minority interests                             | 362       |   | 440       |   | 619       |   | 670       |   | 618       |  
|Capital and reserves(c)                        | 5 534     |   | 5 920     |   | 4 702     |   | 8 437     |   | 7 974     |  
|                                               |           |  
|Total capital employed                         | 19 305    |   | 20 894    |   | 22 409    |   | 27 544    |   | 29 108    |  
|                                               |          

|
|

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Five-year record(continued)Unilever Group

|Consolidated cash flow statement                                                    | € million |   | € million |   | € million |   | € million |   | € million |  
|----------------------------------------------------------------------------------- | --------- | - | --------- | - | --------- | - | --------- | - | --------- | -
|                                                                                    | 2004      |   | 2003      |   | 2002      |   | 2001      |   | 2000      |  
|                                                                                    |          
|Cash flow from operating activities                                                 | 6 853     |   | 6 780     |   | 7 883     |   | 7 497     |   | 6 738     |  
|Dividends from joint ventures                                                       | 60        |   | 52        |   | 83        |   | 82        |   | 38        |  
|Returns on investments and servicing of finance                                     | (807      | ) | (1 180    | ) | (1 386    | ) | (1 887    | ) | (798      | )
|Taxation                                                                            | (1 378    | ) | (1 423    | ) | (1 817    | ) | (2 205    | ) | (1 734    | )
|Capital expenditure and financial investment                                        | (1 044    | ) | (1 024    | ) | (1 706    | ) | (1 358    | ) | (1 061    | )
|Acquisitions and disposals                                                          | 316       |   | 622       |   | 1 755     |   | 3 477     |   | (27 373   | )
|Dividends paid on ordinary share capital                                            | (1 720    | ) | (1 715    | ) | (1 580    | ) | (1 420    | ) | (1 365    | )
|                                                                                    |           |  
|Cash flow before management of liquid resources and financing                       | 2 280     |   | 2 112     |   | 3 232     |   | 4 186     |   | (25 555   | )
|Management of liquid resources                                                      | (31       | ) | (41       | ) | (592      | ) | 1 106     |   | 2 464     |  
|Financing                                                                           | (2 921    | ) | (2 917    | ) | (3 078    | ) | (5 172    | ) | 22 889    |  
|                                                                                    |           |  
|Increase/(decrease) in cash in the period                                           | (672      | ) | (846      | ) | (438      | ) | 120       |   | (202      | )
|                                                                                    |          
|                                                                                    |           |   |           |   |           |   |           |   |           |  
|Key ratios                                                                          | 2004      |   | 2003      |   | 2002      |   | 2001      |   | 2000      |  
|                                                                                    |          
|Return on invested capital (%)                                                      | 10.8      |   | 12.5      |   | 9.8       |   | 8.7       |   | 6.2       |  
|Net profit margin (%)                                                               | 4.7       |   | 6.5       |   | 4.4       |   | 3.3       |   | 2.2       |  
|Net interest cover (times)                                                          | 5.9       |   | 6.7       |   | 4.5       |   | 3.1       |   | 5.0       |  
|Adjustment for depreciation, amortisation and impairment                            | (5.3      | ) | (2.8      | ) | (2.5      | ) | (1.8      | ) | (3.2      | )
|Adjusted net interest cover based on adjusted EBITDA (times)                        | 11.2      |   | 9.5       |   | 7.0       |   | 4.9       |   | 8.2       |  
|Ratio of earnings to fixed charges (times)                                          | 4.3       |   | 4.6       |   | 3.6       |   | 2.6       |   | 3.1       |  
|Funds from operations after interest and tax over lease-adjusted net debt (%)(d)(e) | 42        |   | 32        |   | 26        |   | 16        |   | 15        |  
|Adjustment for leases (%)                                                           | (9        | ) | (5        | ) | (4        | ) | (2        | ) | (2        | )
|Funds from operations after interest and tax over net debt (%)                      | 51        |   | 37        |   | 30        |   | 18        |   | 17        |  
|                                                                                    |          
|                                                                                   

|Selected financial data and key ratios on a US GAAP basis(f)(g) | € million |   | € million |   | € million |   | € million |   | € million |  
|--------------------------------------------------------------- | --------- | - | --------- | - | --------- | - | --------- | - | --------- | -
|                                                                | 2004      |   | 2003      |   | 2002      |   | 2001      |   | 2000      |  
|                                                                |          
|Group turnover                                                  | 39 108    |   | 41 455    |   | 46 933    |   | 50 235    |   | 46 345    |  
|Net profit                                                      | 2 686     |   | 3 807     |   | 4 210     |   | 1 446     |   | 1 215     |  
|Capital and reserves                                            | 14 012    |   | 13 349    |   | 11 772    |   | 13 553    |   | 15 075    |  
|Total assets                                                    | 41 625    |   | 44 145    |   | 48 146    |   | 56 546    |   | 63 818    |  
|                                                                |           |  
|Combined earnings per share(b)                                  |           |   |           |   |           |   |           |   |           |  
|Euros per €0.51 of ordinary capital                             | 2.76      |   | 3.90      |   | 4.27      |   | 1.42      |   | 1.18      |  
|Euro cents per 1.4p of ordinary capital                         | 41.39     |   | 58.52     |   | 64.01     |   | 21.29     |   | 17.76     |  
|Diluted earnings per share                                      |           |   |           |   |           |   |           |   |           |  
|Euros per €0.51 of ordinary capital                             | 2.65      |   | 3.79      |   | 4.14      |   | 1.38      |   | 1.15      |  
|Euro cents per 1.4p of ordinary capital                         | 39.70     |   | 56.81     |   | 62.11     |   | 20.72     |   | 17.32     |  
|                                                                |           |   |           |   |           |   |           |   |           |  
|Return on invested capital                                      | 10.5      |   | 11.4      |   | 11.3      |   | 8.6       |   | 6.7       |  
|Net profit margin (%)                                           | 6.9       |   | 9.2       |   | 9.0       |   | 2.9       |   | 2.6       |  
|Net interest cover (times)                                      | 6.8       |   | 7.4       |   | 6.2       |   | 2.8       |   | 4.7       |  
|Adjustment for depreciation and amortisation                    | (3.9      | ) | (1.3      | ) | (1.2      | ) | (1.9      | ) | (3.1      | )
|Net interest cover based on EBITDA (times)                      | 10.7      |   | 8.7       |   | 7.4       |   | 4.7       |   | 7.8       |  
|Ratio of earnings to fixed charges (times)                      | 5.0       |   | 5.2       |   | 4.8       |   | 2.4       |   | 3.0       |  
|                                                                |          

|(a) | Interest cost in 2000 includes €37 million of exceptional interest.                                                                                                                                                                                                                                                                                                                                                                               
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | For the basis of the calculations of combined earnings per share see note 7 on page 112.                                                                                                                                                                                                                                                                                                                                                          
|(c) | At 31 December 2000, capital and reserves, restated for the pensions changes described on page 150, would have been €11 211 million.                                                                                                                                                                                                                                                                                                              
|(d) | Lease-adjusted net debt includes five times operating lease costs to reflect fully the various financing options adopted.                                                                                                                                                                                                                                                                                                                         
|(e) | In the calculation for 2001, taxation is reduced by €430 million relating to tax paid on a disposal in the US.                                                                                                                                                                                                                                                                                                                                    
|(f) | During the year ended 31 December 2002, Unilever recognised for US GAAP reporting purposes SFAS 142 which ceased amortisation of goodwill and indefinite-lived intangible assets. Amortisation expense
on goodwill and indefinite-lived intangible assets on a US GAAP basis for the years ended 31 December 2001 and 2000 were €1 748 million and €810 million respectively.                                                                     
|(g) | During the year ended 31 December 2002, Unilever changed its method of calculating expected return on plan assets for US GAAP purposes by adopting the actual fair market value at the balance sheet
date rather than a market-related value. Had this methodology been applied in previous years, it would have resulted in an increase in net income for the years ended 31 December 2001 and 2000 of €86 million and €210 million
respectively.

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Five-year record(continued)Unilever Group

|By operation           |           |   |           |  |           |  |           |  |           | 
|---------------------- | --------- | - | --------- |  | --------- |  | --------- |  | --------- | 
|                       | € million |   | € million |  | € million |  | € million |  | € million | 
|                       | 2004      |   | 2003      |  | 2002      |  | 2001      |  | 2000      | 
|                       |          
|Group turnover         |           |   |           |  |           |  |           |  |           | 
|Foods                  | 22 530    |   | 23 971    |  | 26 937    |  | 28 155    |  | 23 898    | 
|Home and Personal Care | 17 404    |   | 18 368    |  | 20 801    |  | 22 739    |  | 22 825    | 
|Other operations       | 235       |   | 354       |  | 532       |  | 620       |  | 859       | 
|                       |           |  
|                       | 40 169    |   | 42 693    |  | 48 270    |  | 51 514    |  | 47 582    | 
|                       |          
|Group operating profit |           |   |           |  |           |  |           |  |           | 
|Foods                  | 1 267     |   | 2 648     |  | 2 083     |  | 2 136     |  | 1 707     | 
|Home and Personal Care | 2 154     |   | 2 766     |  | 2 882     |  | 2 761     |  | 1 392     | 
|Other operations       | (10       | ) | 69        |  | 42        |  | 49        |  | 31        | 
|                       |           |  
|                       | 3 411     |   | 5 483     |  | 5 007     |  | 4 946     |  | 3 130     | 
|                       |          
|Net operating assets   |           |   |           |  |           |  |           |  |           | 
|Foods                  | 19 014    |   | 22 469    |  | 25 156    |  | 28 960    |  | 30 341    | 
|Home and Personal Care | 1 768     |   | 2 180     |  | 2 625     |  | 2 852     |  | 3 565     | 
|Other operations       | 129       |   | 272       |  | 406       |  | 385       |  | 170       | 
|                       |           |  
|                       | 20 911    |   | 24 921    |  | 28 187    |  | 32 197    |  | 34 076    | 
|                       |          
|Capital expenditure    |           |   |           |  |           |  |           |  |           | 
|Foods                  | 532       |   | 602       |  | 805       |  | 810       |  | 704       | 
|Home and Personal Care | 462       |   | 416       |  | 466       |  | 678       |  | 619       | 
|Other operations       | 11        |   | 20        |  | 27        |  | 25        |  | 33        | 
|                       |           |  
|                       | 1 005     |   | 1 038     |  | 1 298     |  | 1 513     |  | 1 356     | 
|                       |          

|                               |           |  |           |  |           |  |           |  |           | 
|------------------------------ | --------- |  | --------- |  | --------- |  | --------- |  | --------- | 
|                               |           |  |           |  |           |  |           |  |           | 
|By geographical area           |           |  |           |  |           |  |           |  |           | 
|                               | € million |  | € million |  | € million |  | € million |  | € million | 
|                               | 2004      |  | 2003      |  | 2002      |  | 2001      |  | 2000      | 
|                               |          
|Group turnover                 |           |  |           |  |           |  |           |  |           | 
|Europe                         | 17 314    |  | 18 208    |  | 19 573    |  | 20 119    |  | 18 967    | 
|North America                  | 8 908     |  | 9 774     |  | 12 446    |  | 13 767    |  | 11 631    | 
|Africa, Middle East and Turkey | 3 263     |  | 3 276     |  | 3 139     |  | 3 191     |  | 3 296     | 
|Asia and Pacific               | 6 472     |  | 7 063     |  | 7 679     |  | 7 846     |  | 8 038     | 
|Latin America                  | 4 212     |  | 4 372     |  | 5 433     |  | 6 591     |  | 5 650     | 
|                               |           | 
|                               | 40 169    |  | 42 693    |  | 48 270    |  | 51 514    |  | 47 582    | 
|                               |          
|Group operating profit         |           |  |           |  |           |  |           |  |           | 
|Europe                         | 1 827     |  | 2 563     |  | 1 598     |  | 2 412     |  | 1 642     | 
|North America                  | 259       |  | 1 071     |  | 1 541     |  | 1 127     |  | 48        | 
|Africa, Middle East and Turkey | 302       |  | 419       |  | 282       |  | 196       |  | 321       | 
|Asia and Pacific               | 665       |  | 1 072     |  | 1 081     |  | 873       |  | 776       | 
|Latin America                  | 358       |  | 358       |  | 505       |  | 338       |  | 343       | 
|                               |           | 
|                               | 3 411     |  | 5 483     |  | 5 007     |  | 4 946     |  | 3 130     | 
|                               |          
|Net operating assets           |           |  |           |  |           |  |           |  |           | 
|Europe                         | 9 748     |  | 11 306    |  | 12 301    |  | 11 243    |  | 12 174    | 
|North America                  | 6 031     |  | 7 750     |  | 9 681     |  | 12 091    |  | 11 814    | 
|Africa, Middle East and Turkey | 1 111     |  | 1 236     |  | 1 213     |  | 1 082     |  | 1 075     | 
|Asia and Pacific               | 1 183     |  | 1 346     |  | 1 232     |  | 1 525     |  | 1 487     | 
|Latin America                  | 2 838     |  | 3 283     |  | 3 760     |  | 6 256     |  | 7 526     | 
|                               |           | 
|                               | 20 911    |  | 24 921    |  | 28 187    |  | 32 197    |  | 34 076    | 
|                               |          
|Capital expenditure            |           |  |           |  |           |  |           |  |           | 
|Europe                         | 461       |  | 471       |  | 552       |  | 631       |  | 605       | 
|North America                  | 161       |  | 210       |  | 334       |  | 355       |  | 310       | 
|Africa, Middle East and Turkey | 116       |  | 96        |  | 108       |  | 114       |  | 116       | 
|Asia and Pacific               | 166       |  | 155       |  | 170       |  | 217       |  | 183       | 
|Latin America                  | 101       |  | 106       |  | 134       |  | 196       |  | 142       | 
|                               |           | 
|                               | 1 005     |  | 1 038     |  | 1 298     |  | 1 513     |  | 1 356     | 
|                               |          

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Five-year record(continued)Unilever Group

Exchange rates

The information in the following table is based on exchange rates between euros and US dollars and euros and sterling. These translation rates were used in preparation of the accounts.

|               | 2004  |  | 2003  |  | 2002  |  | 2001  |  | 2000  | 
|-------------- | ----- |  | ----- |  | ----- |  | ----- |  | ----- | 
|               |      
|Year end       |       |  |       |  |       |  |       |  |       | 
|€1 = $         | 1.366 |  | 1.261 |  | 1.049 |  | 0.885 |  | 0.930 | 
|€1 = £         | 0.707 |  | 0.708 |  | 0.651 |  | 0.611 |  | 0.624 | 
|               |      
|Annual average |       |  |       |  |       |  |       |  |       | 
|€1 = $         | 1.238 |  | 1.126 |  | 0.940 |  | 0.895 |  | 0.921 | 
|€1 = £         | 0.678 |  | 0.691 |  | 0.628 |  | 0.622 |  | 0.609 | 
|               |      

Noon Buying Rates in New York for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York were as follows:

|               | 2004  |  | 2003  |  | 2002  |  | 2001  |  | 2000  | 
|-------------- | ----- |  | ----- |  | ----- |  | ----- |  | ----- | 
|               |      
|Year end       |       |  |       |  |       |  |       |  |       | 
|€1 = $         | 1.354 |  | 1.260 |  | 1.049 |  | 0.890 |  | 0.939 | 
|               |      
|Annual average |       |  |       |  |       |  |       |  |       | 
|€1 = $         | 1.239 |  | 1.132 |  | 0.945 |  | 0.895 |  | 0.923 | 
|               |      
|High           |       |  |       |  |       |  |       |  |       | 
|€1 = $         | 1.363 |  | 1.260 |  | 1.049 |  | 0.954 |  | 1.034 | 
|               |      
|Low            |       |  |       |  |       |  |       |  |       | 
|€1 = $         | 1.180 |  | 1.036 |  | 0.859 |  | 0.837 |  | 0.827 | 
|               |      
|              

|High and low exchange rate values for each of the last six months: |           |  |         |  |          |  |          |  |         |  |          | 
|------------------------------------------------------------------ | --------- |  | ------- |  | -------- |  | -------- |  | ------- |  | -------- | 
|                                                                   | September |  | October |  | November |  | December |  | January |  | February | 
|                                                                   | 2004      |  | 2004    |  | 2004     |  | 2004     |  | 2005    |  | 2005     | 
|                                                                   |          
|High                                                               |           |  |         |  |          |  |          |  |         |  |          | 
|€1 = $                                                             | 1.242     |  | 1.278   |  | 1.329    |  | 1.363    |  | 1.348   |  | 1.323    | 
|                                                                   |          
|Low                                                                |           |  |         |  |          |  |          |  |         |  |          | 
|€1 = $                                                             | 1.205     |  | 1.227   |  | 1.270    |  | 1.322    |  | 1.295   |  | 1.277    | 
|                                                                   |          
|                                                                   |           |  |         |  |          |  |          |  |         |  |          | 

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Report and Accounts 2004153

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Additional information for US investorsUnilever Group

Unilevers consolidated accounts are prepared in accordance with accounting principles which differ in some respects from those applicable in the United States. The following is a summary of the effect on the
Groups net profit, combined earnings per share and capital and reserves of the application of United States generally accepted accounting principles (US GAAP).

|                                                                                              | € million |       | € million |       | € million |      
|--------------------------------------------------------------------------------------------- | --------- | ----- | --------- | ----- | --------- | -----
|                                                                                              | 2004      |       | 2003      |       | 2002      |      
|                                                                                              |           |       |           |       |           |      
|Net profitas reported in the consolidated profit and loss account                             | 1 876     |       | 2 762     |       | 2 136     |      
|                                                                                              |           |       |           |       |           |      
|Attributable to:                                                                              | NV        | 1 283 |           | 1 976 |           | 1 679
|                                                                                              | PLC       | 593   |           | 786   |           | 457  
|                                                                                              |           |       |           |       |           |      
|US GAAP adjustments:                                                                          |           |       |           |       |           |      
|Currency retranslation written back on disposals                                              |          |       |          |       | (22       | )    
|Impairment of goodwill                                                                        | (359      | )     |          |       |          |      
|Goodwill                                                                                      | 813       |       | 864       |       | 1 074     |      
|Identifiable intangible assets                                                                | 221       |       | 304       |       | 284       |      
|Restructuring costs                                                                           | 275       |       | (110      | )     | 34        |      
|Capitalised software                                                                          | 66        |       | 72        |       |          |      
|Interest                                                                                      | (34       | )     | (45       | )     | (77       | )    
|Derivative financial instruments                                                              | (66       | )     | (8        | )     | 201       |      
|Pensions and similar obligations                                                              | (206      | )     | (219      | )     | (30       | )    
|Gain on partial disposal of a group company                                                   |          |       |          |       | 56        |      
|Taxation effect of above adjustments including differences in deferred tax accounting         | 100       |       | 187       |       | 32        |      
|                                                                                              |           |       |           |       |           |      
|Net increase/(decrease)                                                                       | 810       |       | 1 045     |       | 1 552     |      
|                                                                                              |           |       |           |       |           |      
|Net income under US GAAP before cumulative effect of change in accounting principles for      |           |       |           |       |           |      
|pensions and derivative financial instruments                                                 | 2 686     |       | 3 807     |       | 3 688     |      
|Cumulative effect of change in accounting principle net of tax charge of €249 million in 2002 |          |       |          |       | 522       |      
|                                                                                              |           |       |           |       |           |      
|Net income under US GAAP                                                                      | 2 686     |       | 3 807     |       | 4 210     |      
|                                                                                              |           |       |           |       |           |      
|Attributable to:                                                                              | NV        | 1 991 |           | 2 832 |           | 3 151
|                                                                                              | PLC       | 695   |           | 975   |           | 1 059
|                                                                                              |           |       |           |       |           |      
|                                                                                              |           |       |           |       |           |      
|Combined net income per share under US GAAP before cumulative effect of change in             |           |       |           |       |           |      
|accounting principles                                                                         |           |       |           |       |           |      
|Euros per €0.51 of ordinary capital                                                           | 2.76      |       | 3.90      |       | 3.74      |      
|Euro cents per 1.4p of ordinary capital                                                       | 41.39     |       | 58.52     |       | 55.99     |      
|Combined diluted net income per share under US GAAP before cumulative effect of change in     |           |       |           |       |           |      
|accounting principles                                                                         |           |       |           |       |           |      
|Euros per €0.51 of ordinary capital                                                           | 2.65      |       | 3.79      |       | 3.62      |      
|Euro cents per 1.4p of ordinary capital                                                       | 39.70     |       | 56.81     |       | 54.33     |      
|Cumulative effect of change in accounting principles  combined net income per share          |           |       |           |       |           |      
|Euros per €0.51 of ordinary capital                                                           |          |       |          |       | 0.53      |      
|Euro cents per 1.4p of ordinary capital                                                       |          |       |          |       | 8.02      |      
|Cumulative effect of change in accounting principles  diluted combined net income per share  |           |       |           |       |           |      
|Euros per €0.51 of ordinary capital                                                           |          |       |          |       | 0.52      |      
|Euro cents
       per 1.4p of ordinary capital                                                |          |       |          |       | 7.78      |      
|                                                                                              |           |       |           |       |           |      

From 1 January 2003, for US GAAP purposes Unilever adopted SFAS 123 Accounting for Stock-Based Compensation. The economic fair value of the awards is calculated using an option pricing model (usually an
adjusted Black-Scholes or multinomial model) and the resulting cost is recognised as remuneration cost amortised over the vesting period of the grant. Variable plans, being those with performance criteria other than a service period, are also
accounted for in accordance with SFAS 123. The actual remuneration cost charged in each period is shown on page 139. Amounts for prior years were restated to reflect compensation costs for all the employee awards granted or modified in fiscal years
beginning after 1994.

154UnileverAnnual Report and Accounts 2004

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Additional information for US investors(continued)Unilever Group

|                                                                                            | € million |        | € million |       
|------------------------------------------------------------------------------------------- | --------- | ------ | --------- | ------
|                                                                                            | 2004      |        | 2003      |       
|                                                                                            |           |        |           |       
|Capital and reservesas reported in the consolidated balance sheet                           | 5 534     |        | 5 920     |       
|                                                                                            |           |        |           |       
|Attributable to:                                                                            | NV        | 7 060  |           | 6 869 
|                                                                                            | PLC       | (1 526 | )         | (949  
|                                                                                            |           |        |           |       
|US GAAP adjustments:                                                                        |           |        |           |       
|Goodwill                                                                                    | 4 794     |        | 3 252     |       
|Identifiable intangible assets                                                              | 2 515     |        | 2 544     |       
|Capitalised software                                                                        | 166       |        | 72        |       
|Restructuring costs                                                                         | 356       |        | 83        |       
|Interest                                                                                    | 275       |        | 309       |       
|Other comprehensive income effect of derivative financial instruments transition adjustment |          |        | (31       | )     
|Derivative financial instruments                                                            |          |        | 66        |       
|Pensions and similar obligations                                                            | 1 075     |        | 878       |       
|Dividends                                                                                   | 1 215     |        | 1 120     |       
|Taxation effect of above adjustments including differences in deferred tax accounting       | (1 918    | )      | (864      | )     
|                                                                                            |           |        |           |       
|Net increase                                                                                | 8 478     |        | 7 429     |       
|                                                                                            |           |        |           |       
|Capital and reserves under US GAAP                                                          | 14 012    |        | 13 349    |       
|                                                                                            |           |        |           |       
|Attributable to:                                                                            | NV        | 13 393 |           | 11 960
|                                                                                            | PLC       | 619    |           | 1 389 
|                                                                                            |           |        |           |       

|The aggregate amounts included
       in the consolidated Unilever Group capital and reserves (under Unilever
       accounting principles) in respect ofcumulative currency translation adjustments
    are as follows:
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                        
|                                                                                                                                                                                                                        
|                                                                                                                                                                                                                        
|Balance 1 January                                                                                                                                                                                                       
|Arising during the year                                                                                                                                                                                                 
|                                                                                                                                                                                                                        
|Balance 31 December                                                                                                                                                                                                     
|                                                                                                                                                                                                                        
|                                                                                                                                                                                                                        
|The aggregate amounts of foreign currency transaction gains and (losses) charged in the consolidated                                                                                                                    
|profit and loss account are:                                                                                                                                                                                            
|                                                                                                                                                                                                                        

The consolidated accounts of the Unilever Group have been prepared in accordance with accounting principles which differ in certain respects from those generally accepted in the United States (US GAAP).

The principal differences are set out below.

Profit or loss on disposal of businessesUnilever calculates profit or loss on sale of businesses after writing back any goodwill previously written off directly to reserves as a movement in profit retained. Under US GAAP the profit or loss on disposal of the
businesses is stated net of the relevant unamortised goodwill included on the balance sheet and the cumulative currency retranslation differences recognised through the statement of total recognised gains and losses.

Under UK GAAP, gains on the partial disposal of group companies involving non-monetary consideration are recorded in the statement of total recognised gains and losses. Under US GAAP, these gains are recorded in the
profit and loss account.

Goodwill and intangible assetsUnder
UK GAAP, goodwill (being the difference between the fair value of consideration
paid for new interests in group companies, joint ventures and associated companies
and the fair value of the Groups share of
their net assets at the date of acquisition) and identifiable intangible assets
purchased after 1 January 1998 are capitalised and amortised in operating profit
over the period of their expected useful life, up to a maximum of 20 years. Periods
in excess of five years are used only where the Directors are satisfied that
the life of these assets will clearly exceed that period. Goodwill and intangible
assets purchased prior to 1 January 1998 were written off in the year of acquisition
as a
movement in profits retained.

On disposal of a business acquired prior to 1 January 1998, purchased goodwill written off on acquisition is reinstated in arriving at the profit or loss on disposal.

Under US GAAP prior to 1 January 2002, purchased goodwill and identifiable intangible assets were capitalised and amortised over their useful lives. From 1 January 2002, under SFAS 142, the amortisation of goodwill and
identifiable intangible assets that have indefinite useful lives ceased. Intangible assets that have finite useful lives continue to be amortised over their useful lives.

Goodwill and identifiable intangible assets that have indefinite lives are assessed annually for impairment.

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Report and Accounts 2004     155

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Additional information for US investors(continued)Unilever Group

The differences between UK GAAP as applied by Unilever and US GAAP on accounting for goodwill and intangible assets are set out in the tables and footnotes below.

Impact of goodwill and intangible asset accounting
differences on net profit (before tax):

|                                                                       | € million |   | € million |  | € million | 
|---------------------------------------------------------------------- | --------- | - | --------- |  | --------- | 
|                                                                       | 2004      |   | 2003      |  | 2002      | 
|                                                                       |           |   |           |  |           | 
|Cessation of goodwill amortisation(a)                                  | 813       |   | 852       |  | 932       | 
|Cessation of intangible assets amortisation(a)                         | 225       |   | 257       |  | 277       | 
|Pre-1998 goodwill and intangible assets(b)                             | (11       | ) | 48        |  | 127       | 
|Impairment of goodwill(c)                                              | (359      | ) |          |  |          | 
|Cessation of goodwill amortisation on joint ventures and associates(a) | 7         |   | 11        |  | 22        | 
|                                                                       |           |   |           |  |           | 
|Total adjustment to net profit                                         | 675       |   | 1 168     |  | 1 358     | 
|                                                                       |           |   |           |  |           | 

Impact of goodwill and intangible assets differences
on capital and reserves:

|                                                                       | As at       |   | As at       |  
|---------------------------------------------------------------------- | ----------- | - | ----------- | -
|                                                                       | 31 December |   | 31 December |  
|                                                                       | 2004        |   | 2003        |  
|                                                                       |             |   |             |  
|Cessation of goodwill amortisation(a)                                  | 1 996       |   | 1 579       |  
|Cessation of intangible assets amortisation(a)                         | 627         |   | 472         |  
|Pre-1998 goodwill and intangible assets(b)                             | 3 617       |   | 3 797       |  
|Differences in calculation of goodwill on acquisition(d)               | (79         | ) | (75         | )
|Adjustments related to deferred tax on prior year acquisitions(e)      | 1 120       |   |            |  
|Cessation of goodwill amortisation on joint ventures and associates(a) | 28          |   | 23          |  
|                                                                       |             |   |             |  
|Total adjustment to capital and reserves                               | 7 309       |   | 5 796       |  
|                                                                       |             |   |             |  

|(a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | Under US GAAP prior to 1 January 2002, purchased goodwill and identifiable intangible assets were capitalised and amortised over their useful lives. From 1 January 2002, under SFAS 142, the
amortisation of goodwill and identifiable intangible assets that have indefinite useful lives ceased. Intangible assets that have finite useful lives continue to be amortised over their useful lives.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | Under UK GAAP, goodwill and intangible assets purchased prior to 1 January 1998 were written off in the year of acquisition as a movement in profits retained. On disposal of a business acquired
prior to 1 January 1998, purchased goodwill written off on acquisition is reinstated in arriving at the profit or loss on disposal. Under US GAAP, such goodwill and intangible assets were capitalised and, prior to1 January 2002, were amortised over their useful lives. These different accounting treatments give rise to differences between net profit calculated under UK GAAP and net profit calculated under US GAAP, both in respect of
amortisation recorded for US GAAP purposes prior to 1 January 2002, and in respect of the calculation of profit and loss on disposal of a business. Similar differences arise in the calculation of capital and reserves under UK and US
GAAP.
|(c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | The detailed rules for measuring impairment differ between UK and US GAAP, resulting in differing figures for impairment recognised as calculated under UK and US GAAP.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | The detailed rules for determining the fair value of assets and liabilities acquired as part of the acquisition of a business differ between UK and US GAAP. These differences give rise to differing
figures for goodwill arising on acquisition as calculated under UK and US GAAP.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | The 2004 US GAAP reconciliation includes an adjustment to goodwill of €1 120 million and deferred taxes to record a deferred tax liability of €1 002 million relating to intangible assets
recognised as part of the Bestfoods acquisition. The impact of this adjustment on prior years is not significant and therefore the adjustment has been included in the current year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|During 2004 we reviewed the balances relating to the globalSlimFastbusiness in light of the significant decline in the weight management category in North America during the second half of the year. Over the last few years, consumer tastes in this
category have changed frequently, featuring low-calorie, low-carbohydrate, low-salt, low-sugar and other products. The business declined in 2004 but maintained leadership of the category by refreshing its product range and offering a broader diet
plan. The impairment review determined the value in use using a discounted cash flow methodology for a period of 10 years. The projections covered 10 years as management considers that this period more fairly reflects the long-term value in this
highly dynamic category. The discount rate used was based on a pre-tax weighted average cost of capital and was 11%. As a result of the impairment review, the carrying value of the business was determined to be in excess of the value in use, thereby
requiring an impairment loss to be measured by a comparison of the carrying value of goodwill to its implied fair value. This evaluation yielded a goodwill impairment charge of €916 million. The impairment charge is €325 million higher
than that recognised under UK GAAP because goodwill amortisation has not been charged on the underlying assets against which the business valuation is compared and because of a difference in the methodology of measuring the goodwill impairment
charge under US GAAP. This has been reflected wholly within the Beverages category.

156UnileverAnnual Report and Accounts 2004

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Additional information for US investors(continued)Unilever Group

GoodwillAn analysis of goodwill of group companies,
associates and joint ventures by reporting segment is given below:

|                             | € million |   | € million |   | € million |   | € million |   | € million |   | € million |   | € million |   | € million |   | € million  |  | € million |  
|---------------------------- | --------- | - | --------- | - | --------- | - | --------- | - | --------- | - | --------- | - | --------- | - | --------- | - | ---------- |  | --------- | -
|                             |           |   | Spreads   |   |           |   | Ice cream |   |           |   |           |   |           |   | Total     |   |            |  |           |  
|                             | Savoury   |   | and       |   |           |   | and       |   |           |   |           |   |           |   | Home and  |   |            |  |           |  
|                             | and       |   | cooking   |   |           |   | frozen    |   | Total     |   | Home      |   | Personal  |   | Personal  |   | Other      |  |           |  
|                             | dressings |   | products  |   | Beverages |   | foods     |   | Foods     |   | care      |   | care      |   | Care      |   | operations |  | Total     |  
|                             |           |   |           |   |           |   |           |   |           |   |           |   |           |   |           |   |            |  |           |  
|As at 31 December 2002       | 14 439    |   | 280       |   | 1 394     |   | 947       |   | 17 060    |   | 716       |   | 562       |   | 1 278     |   |           |  | 18 338    |  
|Currency retranslation       | (1 429    | ) | 181       |   | 59        |   | (149      | ) | (1 338    | ) | (181      | ) | (121      | ) | (302      | ) |           |  | (1 640    | )
|Acquisitions                 | 201       |   | 3         |   |          |   | 15        |   | 219       |   | 3         |   | 13        |   | 16        |   |           |  | 235       |  
|Disposals                    | (70       | ) |          |   | (8        | ) | (12       | ) | (90       | ) |          |   | (8        | ) | (8        | ) |           |  | (98       | )
|                             |           |   |           |   |           |   |           |   |           |   |           |   |           |   |           |   |            |  |           |  
|As at 31 December 2003       | 13 141    |   | 464       |   | 1 445     |   | 801       |   | 15 851    |   | 538       |   | 446       |   | 984       |   |           |  | 16 835    |  
|Adjustments to prior year    |           |   |           |   |           |   |           |   |           |   |           |   |           |   |           |   |            |  |           |  
|acquisitions                 | 1 120     |   |          |   |          |   |          |   | 1 120     |   |          |   |          |   |          |   |           |  | 1 120     |  
|Currency retranslation       | (335      | ) | (73       | ) | (9        | ) | (17       | ) | (434      | ) | 1         |   | 30        |   | 31        |   |           |  | (403      | )
|Acquisitions                 |          |   |          |   |          |   |          |   |          |   | 4         |   | 3         |   | 7         |   |           |  | 7         |  
|Disposals                    | (5        | ) | (1        | ) | (2        | ) | (2        | ) | (10       | ) |          |   | (1        | ) | (1        | ) |           |  | (11       | )
|Impairment charged to profit |           |   |           |   |           |   |           |   |           |   |           |   |           |   |           |   |            |  |           |  
|and loss account             | (200      | ) |          |   | (916      | ) |          |   | (1 116    | ) |          |   | (20       | ) | (20       | ) |           |  | (1 136    | )
|                             |           |   |           |   |           |   |           |   |           |   |           |   |           |   |           |   |            |  |           |  
|As at 31 December 2004       | 13 721    |   | 390       |   | 518       |   | 782       |   | 15 411    |   | 543       |   | 458       |   | 1 001     |   |           |  | 16 412    |  
|                             |           |   |           |   |           |   |           |   |           |   |           |   |           |   |           |   |            |  |           |  

Intangible assetsAn analysis of net book value of intangible
assets at cost less accumulated amortisation is given below:

|                                | € million   |   | €million     |   | € million |  
|------------------------------- | ----------- | - | ------------ | - | --------- | -
|                                | Indefinite- |   |              |   |           |  
|                                | lived       |   | Finite-lived |   |           |  
|                                | intangible  |   | intangible   |   |           |  
|                                | assets      |   | assets       |   | Total     |  
|                                |             |   |              |   |           |  
|Cost                            | 6 953       |   | 597          |   | 7 550     |  
|Accumulated amortisation        | (1 055      | ) | (150         | ) | (1 205    | )
|                                |             |   |              |   |           |  
|Net book value 31 December 2004 | 5 898       |   | 447          |   | 6 345     |  
|                                |             |   |              |   |           |  
|                                |             |   |              |   |           |  
|Cost                            | 7 629       |   | 531          |   | 8 160     |  
|Accumulated amortisation        | (1 274      | ) | (86          | ) | (1 360    | )
|                                |             |   |              |   |           |  
|Net book value 31 December 2003 | 6 355       |   | 445          |   | 6 800     |  
|                                |             |   |              |   |           |  

Indefinite-lived intangible assets principally comprise trademarks.

Finite-lived intangible assets, which have a weighted average life of 10 years, principally comprise technologies and licences. Amortisation expense recorded in the period in respect of finite-lived intangible assets
was €48 million (2003: €30 million; 2002: €36 million). This is expected to increase to approximately €60 million for 2005 and subsequent years.

Capitalised softwareUnder
UK GAAP as applied by Unilever, certain costs relating to the development and
purchase of software for internal use are expensed when incurred. Under US GAAP,
these costs are capitalised and subsequently amortised over the estimated useful
life of the software in conformity with Statement of Financial Position 98-1, Accounting for the Cost of Computer Software Developed or Obtained for Internal Use.

Restructuring costsUnder
Unilevers accounting policy, certain restructuring costs relating to employee
terminations are recognised when a restructuring plan has been announced. Under
US GAAP, liabilities related to exit costs are recognised when incurred. Employee
termination costs are generally considered to be incurred when the company has
a liability to the employee unless further service is required from the employee
in which case costs are recognised as benefits are
earned.

Costs related to excess lease costs are reduced by assumed sub-lease income for the periods impacted.

InterestUnilever treats all interest costs as a charge
to the profit and loss account in the current period. Under US GAAP, interest
incurred during the construction periods of tangible fixed assets is capitalised
and
depreciated over the life of the assets.

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Additional information for US investors(continued)Unilever Group

Derivative financial instrumentsTransition adjustmentUnilever
applied the provisions of SFAS 133 Accounting for Derivative Instruments and Hedging Activities in this divergence statement as from 1 January 2001. In accordance with the transition provisions of
SFAS 133, an adjustment of €6 million (net of tax of €3 million) was recorded as the cumulative effect of a change in accounting principle to recognise the fair value of all the Groups derivative financial instruments and hedge items
under US GAAP. In addition, Unilever recorded a one-time unrealised loss of €85 million (net of tax of €37
million) to consolidated other comprehensive income under US GAAP.

Hedging policyUnilevers
accounting policies in respect of derivative financial instruments are described
in the accounting information and policies on page 98. In particular, under its
accounting policies, Unilever applies hedge accounting to its portfolio of derivative
financial instruments, meaning that changes in the value of forward foreign exchange
contracts are recognised in the results in the same period as changes in the
values of the assets and liabilities
they are intended to hedge. Interest payments and receipts arising from interest
rate derivatives such as swaps and forward rate agreements are matched to those
arising from underlying debt and investment positions. Payments made or received
in respect of the early termination of derivative instruments are spread over
the original life of the instrument so long as the underlying exposure continues
to exist.

Under US GAAP, Unilever has not designated any of its derivative instruments as qualifying hedge instruments under SFAS 133 and, accordingly, under US GAAP, all derivative financial instruments are valued at fair
value, and changes in their fair value are reflected in earnings. All gains and losses arising on derivative financial instruments are recognised immediately; payments made or received in respect of the early termination of derivative instruments
represent cash realisation of these gains and losses and therefore have no further impact on earnings.

PensionsUnder
FRS 17, the expected costs of providing retirement benefits are charged to the
profit and loss account over the periods benefiting from the employees services.
Variations from the expected cost are recognised as they occur in the statement
of total recognised gains and losses. The assets and liabilities of pension plans
are included in the Group balance sheet at fair value. Under US GAAP, pensions
costs and liabilities are accounted for in
accordance with the prescribed actuarial method and measurement principles of
SFAS 87. The most significant difference is that variations from the expected
costs are recognised in the profit and loss account over the expected service
lives of the employees.

Under US GAAP, an additional minimum liability
    is recognised and a charge made to other comprehensive income when the accumulated
    benefit
  obligation exceeds the fair value of plan assets to the extent that this amount
  is not covered by
  the net liability recognised in the balance sheet.

InvestmentsUnilever accounts for current investments, which are liquid funds temporarily invested, at their market value, which is consistent with UK GAAP.

Unilever accounts for changes in the market value of current investments as interest receivable in the profit and loss account for the year. Under US GAAP, such current asset investments are classified as
available for sale securities and changes in market values, which represent unrealised gains or losses, are excluded from earnings and taken to stockholders equity unless such losses are deemed to be other than temporary at which
time they are recognised through the profit and loss account. Unrealised gains and losses arising from changes in the market values of securities available for sale are not material.

Unilever accounts for fixed investments other than in joint ventures and associates at cost less any amounts written off to reflect a permanent impairment. Under US GAAP such investments are held at fair value. The
difference is not material.

DividendsThe proposed final ordinary dividends are provided for in the Unilever accounts in the financial year to which they relate. Under US GAAP such dividends are not provided for until they become irrevocable.

Deferred taxationUnder FRS 19, deferred tax is not recognised on fair value adjustments made to assets acquired; under US GAAP, deferred tax is recorded on all fair value adjustments and on any differences between the assigned values
and tax bases of assets and liabilities. Also, FRS 19 changed the treatment of deferred tax on tax-deductible goodwill previously written off to reserves. Such goodwill is reinstated, net of amortisation, under US GAAP, and the tax effect of such
restatement has been adjusted accordingly.

Classification differences between UK and US GAAPRevenue recognitionUnder
US GAAP, certain sales incentive expenses which have been included in operating
costs under Unilevers accounting would be deducted from turnover. The decrease in turnover for the years to 31 December 2004,
2003 and 2002 is €1 061million, €1 238 million and €1 337 million respectively. There is no impact on Unilevers
net profit.

Cash flow statementUnder
US GAAP, various items would be reclassified within the consolidated cash flow
statement. In particular, interest received, interest paid and taxation would
be part of net cash flow from operating activities, and dividends paid would
be included within net cash flow from financing. In addition, under US GAAP,
cash and cash equivalents comprise cash balances and current investments with
an original maturity at the date of investment of less than three months.
Under Unilevers presentation, cash includes only cash in hand or available on demand less bank overdrafts. Cash flows from movements in bank overdrafts would be classified as part of cash flows from financing activities under US GAAP. Cash
flows from movements in bank overdrafts were €(134) million for the year ended 31 December 2004 (2003: €58 million; 2002: €(86) million). Movements in those current investments which are included under the heading of cash and cash
equivalents under US GAAP form part of the movement entitled Management of liquid resources in the cash flow statement. At 31 December 2004, the balance of such investments was €91 million (2003: €3
million).

158UnileverAnnual
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Additional information for US investors(continued)Unilever Group

Long leasehold interests in landUnder UK GAAP, Unilever treats the cost of acquiring
a long leasehold interest in land as a fixed asset, and depreciates the cost
of that asset over the lease term. Under US GAAP, the cost of long leasehold
interests
would be deferred within Other assets and recognised on a straight-line basis over the lives of the leases as operating lease rentals. The balance of such assets were €43 million as at 31 December 2004 (2003: €58
million). In all other respects, there are no differences in accounting for these
arrangements between UK and US GAAP.

Equity in earnings related to investments in joint ventures and associated companiesUnder US GAAP, equity in earnings related to investments
in joint ventures and associated companies would be disclosed on a single line
within the income statement. In particular, our share of the interest and taxation
arising in respect of joint ventures and associated companies would be reported
on this line, rather than as part of the total interest and taxation charge for
the Group. US GAAP equity in earnings related to investments in joint ventures
and
associated companies were €(57) million for the year ended 31 December 2004 (2003: €(48) million; 2002: €(54)
million).

Recently issued accounting pronouncements
In January 2003, the FASB issued Financial Interpretation
No. 46 (FIN 46), Consolidation of Variable Interest Entities and
in December 2003 issued a revised interpretation FIN 46(R). Under these interpretations,
certain entities known as variable interest entities must be consolidated by
the primary beneficiary of the entity. During 2004, Unilever reviewed its contractual
arrangements with potential variable interest entities and identified
certain arrangements that qualify as variable interest entities under FIN 46(R).
These variable interest entities relate to certain leasing, manufacturing and
distribution agreements. Unilever is not the primary beneficiary of any of these
entities.
The total maximum loss exposure relating to these entities is not material.

In December 2003, the Medicare Prescription Drug Improvement and Modernization Act of 2003 (the Medicare Act) became law in the United States. The Medicare Act provides for two new prescription drug benefit features
under Medicare. Unilever provides post-retirement healthcare benefits to its United States employees so the benefits provided are impacted by the Medicare Act. In May 2004, the FASB issued FSP 106-2, Accounting and Disclosure Modernization Act
of 2003 to provide guidance on accounting for the effects of the Medicare Act. FSP 106-2 is effective for Unilevers 2004 financial statements. The expected subsidy reduced Unilevers accumulated benefit obligation by approximately
€52 million, which Unilever recognised in the statement of total recognised gains and losses. The impact on the ongoing service cost is a reduction by an immaterial amount.

In December 2004, the FASB issued FASB Statement No.123 (Revised), Share-Based Payments which provides guidance on how companies must measure compensation cost relating to share-based payment transactions
in their financial statements. FASB No.123 (Revised) is effective for Unilevers 2005 financial statements. FASB No.123 (Revised) is not expected to have a significant impact on the consolidated results of operations or financial position of
Unilever as Unilever adopted the fair value measurement provisions of FASB Statement No.123 in 2003.

In November 2004, the FASB issued FASB Statement No.151, Inventory Costs  an amendment of ARB 43 to clarify the existing requirements in ARB No. 43 by adopting language similar to that used in IAS 2.
The guidance is effective for inventory costs incurred during fiscal years beginning after 15 June 2003. FAS 151 does not have an impact on the results of operations or financial position of Unilever since the key elements are already applied in
Unilevers financial statements.

In March 2004, the EITF reached consensus on Issue No. 03-01, The Meaning of Other-Than-Temporary Impairment and its Application to Certain Investments (EITF 03-01). EITF 03-01 provides guidance on
other-than-temporary impairment models for marketable debt and equity securities and non-marketable securities accounted for under the cost method. In September 2004, the FASB delayed the effective date for the recognition and measurement guidance
in EITF 03-01, until certain implementation issues are addressed. The disclosure requirements in EITF 03-01 remain effective. When issued, EITF 03-01 is not expected to have a material impact on Unilevers financial position or results of
operations.

Documents on display in the United StatesUnilever
files and furnishes reports and information with the United States Securities
and Exchange Commission (SEC), and such reports and information can be inspected
and copied at the SECs public reference
facilities in Washington DC, Chicago and New York. 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 at www.sec.gov.

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Additional information for US investors(continued)Unilever Group

Guarantor statementsOn 2 October 2000, NV and Unilever Capital Corporation (UCC) filed a US $15 billion Shelf registration, which is unconditionally and fully guaranteed, jointly and severally, by NV, PLC and Unilever United States, Inc.
(UNUS). Of the US $15 billion Shelf registration, US $4.25 billion of Notes were outstanding at 31 December 2004 (2003: US $4.25 billion) with coupons ranging from 5.90% to 7.125%. These Notes are to be repaid between 1 November 2005 and 15 November
2032.

Provided below are the profit and loss accounts, cash flow statements and balance sheets of each of the companies discussed above, together with the profit and loss account, cash flow statement and balance sheet of
non-guarantor subsidiaries. These have been prepared under the historical cost convention, and, aside from the basis of accounting for investments at net asset value (equity accounting), comply in all material respects with Netherlands and United
Kingdom law and with United Kingdom GAAP. Divergences from US GAAP are disclosed on pages 154 to 159. We have not provided reconciliations from the accounting principles used by Unilever to US GAAP for the columns relating to the guarantor entities,
as such reconciliations would not materially affect an investors understanding of the nature of this guarantee. The financial information in respect of NV, PLC and UNUS has been prepared with all subsidiaries accounted for on an equity basis.
The financial information in respect of the non-guarantor subsidiaries has been prepared on a consolidated basis.

|                                                   |             |   |           |   |              |   |             |   |              |   |              |   | € million |  
|-------------------------------------------------- | ----------- | - | --------- | - | ------------ | - | ----------- | - | ------------ | - | ------------ | - | --------- | -
|                                                   |             |   |           |   |              |   |             |   |              |   |              |   |           |  
|                                                   | Unilever    |   | Unilever  |   |              |   | Unilever    |   |              |   |              |   |           |  
|                                                   | Capital     |   | N.V.      |   |              |   | United      |   |              |   |              |   |           |  
|                                                   | Corporation |   | parent    |   | Unilever PLC |   | States Inc. |   | Non-         |   |              |   |           |  
|                                                   | subsidiary  |   | issuer/   |   | parent       |   | subsidiary  |   | guarantor    |   |              |   | Unilever  |  
|                                                   | issuer      |   | guarantor |   | guarantor    |   | guarantor   |   | subsidiaries |   | Eliminations |   | Group     |  
|                                                   |             |   |           |   |              |   |             |   |              |   |              |   |           |  
|Profit and loss account                            |             |   |           |   |              |   |             |   |              |   |              |   |           |  
|for the year ended 31 December 2004                |             |   |           |   |              |   |             |   |              |   |              |   |           |  
|                                                   |             |   |           |   |              |   |             |   |              |   |              |   |           |  
|Group turnover                                     |            |   |          |   |             |   |            |   | 40 169       |   |             |   | 40 169    |  
|Operating costs                                    |            |   | 50        |   | 31           |   | 6           |   | (36 845      | ) |             |   | (36 758   | )
|                                                   |             |   |           |   |              |   |             |   |              |   |              |   |           |  
|Group operating profit                             |            |   | 50        |   | 31           |   | 6           |   | 3 324        |   |             |   | 3 411     |  
|Share of operating profit of joint ventures        |            |   |          |   |             |   |            |   | 44           |   |             |   | 44        |  
|                                                   |             |   |           |   |              |   |             |   |              |   |              |   |           |  
|Operating profit                                   |            |   | 50        |   | 31           |   | 6           |   | 3 368        |   |             |   | 3 455     |  
|Share of operating profit of associates            |            |   |          |   |             |   |            |   | 42           |   |             |   | 42        |  
|Dividends                                          |            |   | 1 960     |   | 770          |   |            |   | (2 730       | ) |             |   |          |  
|Other income from fixed investments                |            |   |          |   |             |   |            |   | 31           |   |             |   | 31        |  
|Interest                                           | (282        | ) | (134      | ) | 5            |   | (3          | ) | (214         | ) |             |   | (628      | )
|Other finance income/(cost)  pensions and similar |             |   |           |   |              |   |             |   |              |   |              |   |           |  
|obligations                                        |            |   | (6        | ) |             |   | (10         | ) | (45          | ) |             |   | (61       | )
|Intercompany finance costs                         | 296         |   | 211       |   | (3           | ) | (22         | ) | (482         | ) |             |   |          |  
|                                                   |             |   |           |   |              |   |             |   |              |   |              |   |           |  
|Profit on ordinary activities before taxation      | 14          |   | 2 081     |   | 803          |   | (29         | ) | (30          | ) |             |   | 2 839     |  
|Taxation                                           | (5          | ) | 37        |   | 17           |   | 11          |   | (842         | ) |             |   | (782      | )
|                                                   |             |   |           |   |              |   |             |   |              |   |              |   |           |  
|Profit on ordinary activities after taxation       | 9           |   | 2 118     |   | 820          |   | (18         | ) | (872         | ) |             |   | 2 057     |  
|Minority interests                                 |            |   |          |   |             |   |            |   | (181         | ) |             |   | (181      | )
|Equity earnings of subsidiaries                    |            |   | (242      | ) | 1 056        |   | (288        | ) |             |   | (526         | ) |          |  
|                                                   |             |   |           |   |              |   |             |   |              |   |              |   |           |  
|Net profit                                         | 9           |   | 1 876     |   | 1 876        |   | (306        | ) | (1 053       | ) | (526         | ) | 1 876     |  
|                                                   |             |   |           |   |              |   |             |   |              |   |              |   |           |  

160UnileverAnnual Report and Accounts 2004

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Additional information for US investors(continued)Unilever Group

|Guarantor
    statements(continued)                |            
|-------------------------------------------------- | -----------
|                                                   |            
|                                                   |            
|                                                   | Unilever   
|                                                   | Capital    
|                                                   | Corporation
|                                                   | subsidiary 
|                                                   | issuer     
|                                                   |            
|Profit and loss account                            |            
|for the year ended 31 December 2003                |            
|                                                   |            
|Group turnover                                     |           
|Operating costs                                    |           
|                                                   |            
|Group operating profit                             |           
|Share of operating profit of joint ventures        |           
|                                                   |            
|Operating profit                                   |           
|Share of operating profit of associates            |           
|Dividends                                          |           
|Other income from fixed investments                |           
|Interest                                           | (453       
|Other finance income/(cost)  pensions and similar |            
|obligations                                        |           
|Intercompany finance costs                         | 469        
|                                                   |            
|Profit on ordinary activities before taxation      | 16         
|Taxation                                           | (6         
|                                                   |            
|Profit on ordinary activities after taxation       | 10         
|Minority interests                                 |           
|Equity earnings of subsidiaries                    |           
|                                                   |            
|Net profit                                         | 10         
|                                                   |            
|Profit and loss account                            |            
|for the year ended 31 December 2002                |            
|                                                   |            
|Group turnover                                     |           
|Operating costs                                    |           
|                                                   |            
|Group operating profit                             |           
|Share of operating profit of joint ventures        |           
|                                                   |            
|Operating profit                                   |           
|Share of operating profit of associates            |            
|Dividends                                          |           
|Other income from fixed investments                |           
|Interest                                           | (395       
|Other finance income/(cost)  pensions and similar |            
|obligations                                        |           
|Intercompany finance costs                         | 403        
|                                                   |            
|Profit on ordinary activities before taxation      | 8          
|Taxation                                           | (3         
|                                                   |            
|Profit on ordinary activities after taxation       | 5          
|Minority interests                                 |           
|Equity earnings of subsidiaries                    |           
|                                                   |            
|Net profit                                         | 5          
|                                                   |            

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Additional information for US investors(continued)Unilever Group

|Guarantor statements(continued)                 |            
|----------------------------------------------- | -----------
|                                                |            
|                                                |            
|                                                | Unilever   
|                                                | Capital    
|                                                | Corporation
|                                                | subsidiary 
|                                                | issuer     
|                                                |            
|Cash flow statement                             |            
|for the year ended 31 December 2004             |            
|                                                |            
|Cash flow from group operating activities       | 6          
|Dividends from joint ventures                   |           
|Returns on investments and servicing of finance | 13         
|Taxation                                        |           
|Capital expenditure and financial investment    |           
|Acquisitions and disposals                      |           
|Dividends paid on ordinary share capital        |           
|                                                |            
|Cash flow before management of liquid resources |            
|and financing                                   | 19         
|Management of liquid resources                  | (9         
|Financing                                       | (9         
|                                                |            
|Increase/(decrease) in cash in the period       | 1          
|                                                |            
|Cash flow statement                             |            
|for the year ended 31 December 2003             |            
|                                                |            
|Cash flow from group operating activities       | 14         
|Dividends from joint ventures                   |           
|Returns on investments and servicing of finance | 4          
|Taxation                                        |           
|Capital expenditure and financial investment    |           
|Acquisitions and disposals                      |           
|Dividends paid on ordinary share capital        |           
|                                                |            
|Cash flow before management of liquid resources |            
|and financing                                   | 18         
|Management of liquid resources                  | 8          
|Financing                                       | (25        
|                                                |            
|Increase/(decrease) in cash in the period       | 1          
|                                                |            
|Cash flow statement                             |            
|for the year ended 31 December 2002             |            
|                                                |            
|Cash flow from group operating activities       | 34         
|Dividends from joint ventures                   |           
|Returns on investments and servicing of finance | 16         
|Taxation                                        |           
|Capital expenditure and financial investment    |           
|Acquisitions and disposals                      |           
|Dividends paid on ordinary share capital        |           
|                                                |            
|Cash flow before management of liquid resources |            
|and financing                                   | 50         
|Management of liquid resources                  | 2          
|Financing                                       | (53        
|                                                |            
|Increase/(decrease) in cash in the period       | (1         
|                                                |            

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Additional information for US investors(continued)Unilever Group

|Guarantor statements(continued)                      |            
|---------------------------------------------------- | -----------
|                                                     |            
|                                                     |            
|                                                     | Unilever   
|                                                     | Capital    
|                                                     | Corporation
|                                                     | subsidiary 
|                                                     | issuer     
|                                                     |            
|Balance sheet                                        |            
|as at 31 December 2004                               |            
|Goodwill and intangible assets                       |           
|Tangible fixed assets                                |           
|Fixed investments                                    |           
|Net assets of subsidiaries (equity accounted)        |           
|                                                     |            
|Total fixed assets                                   |           
|                                                     |            
|                                                     |            
|Stocks                                               |           
|Amounts due from group companies                     | 3 811      
|Debtors due within one year                          |           
|Debtors due after more than one year                 | 17         
|Cash and current investments                         | 10         
|                                                     |            
|Total current assets                                 | 3 838      
|                                                     |            
|                                                     |            
|Borrowings                                           | (1 618     
|Amounts due to group companies                       |           
|Trade and other creditors                            | (40        
|                                                     |            
|Creditors due within one year                        | (1 658     
|                                                     |            
|                                                     |            
|                                                     |            
|Total assets less current liabilities                | 2 180      
|                                                     |            
|                                                     |            
|Borrowings                                           | 1 999      
|Trade and other creditors                            |           
|                                                     |            
|Creditors due after more than one year               | 1 999      
|                                                     |            
|                                                     |            
|Provisions for liabilities and charges               |            
|(excluding pensions and similar obligations)         |           
|                                                     |            
|Net liabilities for pensions and similar obligations |           
|                                                     |            
|Minority interests                                   |           
|Capital and reserves attributable to:                |            
|PLC                                                  |           
|NV                                                   |           
|Called up share capital                              |           
|Share premium account                                |           
|Other reserves                                       |           
|Profit retained                                      | 181        
|                                                     |            
|Total capital and reserves                           | 181        
|                                                     |            
|                                                     |            
|                                                     |            
|Total capital employed                               | 2 180      
|                                                     |            

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Report and Accounts 2004     163

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Additional information for US investors(continued)Unilever Group

|Guarantor statements(continued)                      |            
|---------------------------------------------------- | -----------
|                                                     |            
|                                                     |            
|                                                     | Unilever   
|                                                     | Capital    
|                                                     | Corporation
|                                                     | subsidiary 
|                                                     | issuer     
|                                                     |            
|Balance sheet                                        |            
|as at 31 December 2003                               |            
|                                                     |            
|Goodwill and intangible assets                       |           
|Tangible fixed assets                                |           
|Fixed investments                                    |           
|Net assets of subsidiaries (equity accounted)        |           
|                                                     |            
|Total fixed assets                                   |           
|                                                     |            
|                                                     |            
|Stocks                                               |           
|Amounts due from group companies                     | 3 821      
|Debtors due within one year                          |           
|Debtors due after more than one year                 | 24         
|Cash and current investments                         | 1          
|                                                     |            
|Total current assets                                 | 3 846      
|                                                     |            
|                                                     |            
|Borrowings                                           | (269       
|Amounts due to group companies                       |           
|Trade and other creditors                            | (43        
|                                                     |            
|Creditors due within one year                        | (312       
|                                                     |            
|                                                     |            
|                                                     |            
|Total assets less current liabilities                | 3 534      
|                                                     |            
|                                                     |            
|Borrowings                                           | 3 352      
|Trade and other creditors                            |           
|                                                     |            
|Creditors due after more than one year               | 3 352      
|                                                     |            
|                                                     |            
|Provisions for liabilities and charges               |            
|(excluding pensions and similar obligations)         |           
|                                                     |            
|Net liabilities for pensions and similar obligations |           
|                                                     |            
|Minority interests                                   |           
|Capital and reserves attributable to:                |            
|PLC                                                  |           
|NV                                                   |           
|Called up share capital                              |           
|Share premium account                                |           
|Other reserves                                       |           
|Profit retained                                      | 182        
|                                                     |            
|Total capital and reserves                           | 182        
|                                                     |            
|                                                     |            
|                                                     |            
|Total capital employed                               | 3 534      
|                                                     |            

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Principal group companies and fixed investmentsUnilever Groupas
at 31 December 2004



The companies listed below and on pages 166 to 168 are those which, in the opinion of the Directors, principally affect the amount of profit and assets shown in the Unilever Group accounts. The Directors consider that
  those companies not listed are not significant in relation to Unilever as a whole. Full information as required by Articles 379 and 414 of Book 2 of the Civil Code in the Netherlands has been filed by Unilever N.V. with the Commercial Registry in Rotterdam. Particulars of PLC group companies and other significant holdings as required by the United Kingdom Companies Act 1985 will be annexed to the next Annual Return of Unilever PLC. The main activities of the companies
      listed below are indicated according to the following key:Holding companies
   HFoods
   FHome and Personal Care
   POther Operations
   OUnless otherwise indicated, the
      companies are incorporated and principally operate in the countries under
      which they are shown. The aggregate percentage of
      equity capital directly or indirectly held by NV or PLC is shown in the
      margin, except where it is 100%. All these percentages are rounded down
      to the nearest whole number.The percentage of Unilevers
      shareholdings held either directly or indirectly by NV and PLC are identified
      in the tables according to the following code:NV 100%
   aPLC 100%
   bNV 73%; PLC 27%
   cNV 89%; PLC 11%
   dNV 21%; PLC 79%
   eNV 57%; PLC 43%
   fNV 93%; PLC 7%
   g Principal group companies%
   Europe
   Ownership
   ActivityAustriaUnilever Austria GmbH.
   d
   FPBelgiumUnilever Belgium BVBA/SPRL (Unibel)
   d
   FPBulgariaUnilever Bulgaria E.O.O.D.
   a
   FPCroatiaUnilever Croatia d.o.o.
   a
   FPCzech RepublicUnilever CR, spol. s r.o.
   a
   FPDenmarkUnilever Bestfoods A/S
   a
   FUnilever Danmark A/S
   a
   FPEstoniaUnilever Eesti OU
   a
   FPFinlandSuomen Unilever Oy
   a
   FP


%
   Europecontinued
   Ownership
   ActivityFranceAmora Maille Société Industrielle
   d
   F99
   Bestfoods France Société Industrielle S.A.
   d
   FCogesal-Miko
   d
   FFralib Sourcing Unit
   d
   F99
   Lever Fabergé France
   d
   PUnilever Bestfoods France
   d
   FUnilever France
   d
   HGermanyLangnese-Iglo GmbH
   d
   FLever Fabergé Deutschland GmbH
   d
   PMaizena GrundstücksverwaltungsGmbH & Co. OHG(1)
   d
   FMonda Beteiligungs GmbH
   d
   FMonda IPR GmbH & Co. OHG(1)
   d
   FMonda VermögensverwaltungsGmbH & Co. OHG(1)
   d
   FPfanni GmbH & Co. OHG Stavenhagen(1)
   d
   FPfanni Werke GrundstücksverwaltungsGmbH & Co. OHG(1)
   d
   FPW Vermietungs GmbH & Co. KG(1)
   d
   FUBG Vermietungs GmbH & Co. OHG(1)
   d
   HUnilever Bestfoods Deutschland GmbH
   d
   FUnilever Beteiligungs GmbH
   d
   HUnilever Deutschland GmbH
   d
   HUnilever Deutschland Holding GmbH
   d
   HGreece67
   Elais Oleaginous Products A.E.
   a
   FUnilever Hellas A.E.B.E.
   a
   FPHungaryUnilever Magyarország Kft
   a
   FPIrelandLever Fabergé Ireland Ltd.
   b
   PUnilever Foods (Ireland) Limited
   b
   FItalyLever Fabergé Italia Srl
   g
   PSagit Srl
   g
   FUnilever Bestfoods Italia Srl
   g
   FUnilever Italia SpA
   g
   HLatviaUnilever Baltic LLC
   a
   FPLithuaniaUnilever Lietuva UAB
   a
   FPThe NetherlandsIglo Mora Groep B.V.
   a
   FLever Fabergé Nederland B.V.
   a
   PMixhold B.V.
   d
   HUnilever Bestfoods Nederland B.V.
   d
   FUnilever N.V.(2)
   
   HUnilever Nederland B.V.
   a
   HNorwayUnilever Norge AS
   a
   FPoland99
   Unilever Polska S.A.
   d
   FP (1)
   Due to the inclusion of the
       partnerships in the consolidated group accounts of Unilever, para 264(b)
       of the German trade law grants an exemption from the duty to prepare
       individual statutory  financial statements and management reports in accordance
       with the requirements for limited liability companies and to have these
       audited.(2)
   See Basis of consolidation on page 96.




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Report and Accounts 2004     165

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Principal group companies and fixed investments(continued)Unilever Groupas at 31 December 2004

|Principal
         group companies(continued)
|---------------------------------------------

%
   Europecontinued
   Ownership
   ActivityPortugal74
   IgloOlá-Distribuição de Gelados e deUltracongelados Lda.
   a
   F60
   LeverElida-Distribuição de Produtos deLimpeza e Higiene Pessoal Lda.
   a
   PUnilever Bestfoods Portugal-ProdutosAlimentares S.A.
   a
   FRomania99
   Unilever South Central Europe S.R.L
   a
   FPRussiaOOO Unilever SNG
   a
   FPSerbiaUnilever Belgrade
   a
   FPSlovakiaUnilever Slovensko spol. s r.o.
   a
   FPSloveniaUnilever Slovenia d.o.o.
   a
   FPSpainUnilever España S.A.
   a
   HPUnilever Foods España S.A.
   a
   FSwedenGB Glace AB
   a
   FLever Fabergé AB
   a
   PUnilever Bestfoods AB
   a
   FSwitzerlandKnorr-Nährmittel AG
   d
   HLever Fabergé GmbH
   d
   PMeina Holding AG
   d
   HLusso Foods AG
   d
   FPalma Re AG
   a
   OSunlight AG
   a
   OUnilever Schweiz GmbH
   d
   FUnilever Cosmetics International S.A.
   a
   PUnilever Schweiz Service AG
   a
   OUnilever Swiss Holdings AG
   a
   HUnilever Raw Materials AG
   a
   FUkraineUnilever Ukraine LLC
   a
   FPUnited KingdomBen & Jerrys Homemade Ltd.
   e
   FLever Fabergé Ltd.
   b
   PLipton Ltd.
   b
   FUnilever Bestfoods UK Ltd.
   e
   FUnilever Cosmetics International (UK) Ltd.
   b
   PUnilever Ice Cream & Frozen Food Ltd.
   e
   FUnilever PLC(2)
   
   HUnilever UK Central Resources Ltd.
   b
   OUnilever UK Holdings Ltd.
   b
   HUnilever UK & CN Holdings Ltd.
   e
   H%
   North America
   Ownership
   ActivityCanadaUnilever Canada Inc.
   e
   FPUnited States of AmericaBen & Jerrys Homemade, Inc.
   c
   FGood Humor-Breyers Ice Cream(3)
   c
   FSlimFast Foods Company(3)
   c
   FUnilever Bestfoods(3)
   c
   FUnilever Bestfoods Foodsolutions(3)
   c
   FUnilever Capital Corporation
   c
   OUnilever Cosmetics International(3)
   c
   PUnilever Home and Personal Care(3)
   c
   PUnilever Ice Cream(3)
   c
   FUnilever United States, Inc.
   c
   H


%
   Africa, Middle East and Turkey
   Ownership
   ActivityAlgeria60
   Unilever Algérie SPA
   a
   PCôte dIvoire90
   Unilever-Côte dIvoire
   b
   FPODemocratic Republic of Congo76
   Plantations et Huileries du Congo s.a.r.l.
   a
   OEgypt60
   Fine Food Products SAE
   b
   F60
   Lever Egypt SAE
   b
   PGhana67
   Unilever Ghana Ltd.
   b
   FPOIsrael51
   Glidat Strauss Ltd.
   b
   F59
   Unilever Bestfoods Israel Ltd.
   f
   FLever Israel Ltd.
   b
   PKenya88
   Unilever Tea Kenya Ltd.
   b
   OUnilever Kenya Ltd.
   b
   FPMalawiUnilever South East Africa (Private) Ltd.
   b
   FPMoroccoUnilever Bestfoods Maghreb S.A.
   a
   FPNigeria50
   Unilever Nigeria Plc
   b
   FPSaudi Arabia49
   Binzagr Lever Ltd.(4)
   b
   P49
   Lever Arabia Ltd.(4)
   b
   PSouth Africa59
   Unilever South Africa Foods (Pty) Limited
   f
   FUnilever South Africa Home andPersonal Care (Pty) Ltd.
   b
   PTanzaniaUnilever Tea Tanzania Ltd.
   b
   OTunisia99
   CODEPAR Tunisia
   a
   P52
   Maghreb Alimentation S.A.
   a
   F99
   Société de Produits Chimiques Détergents
   a
   PTurkeyUnilever Sanayi ve Ticaret Türk A.S,.
   a
   FPUgandaUnilever Uganda Ltd.
   b
   FPUnited Arab EmiratesUnilever Gulf Free Zone Establishment
   b
   FPZambiaUnilever South East Africa Zambia Limited
   b
   FPZimbabweUnilever South East Africa (Pte) Ltd.
   b
   FP (2)
   See Basis of consolidation on page 96.(3)
   A division of Conopco, Inc., a subsidiary of Unilever United States, Inc.(4)
   These companies are consolidated on the basis that Unilever exercises a dominant influence.




166UnileverAnnual Report and Accounts 2004

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Principal group companies and fixed investments(continued)Unilever Groupas at 31 December 2004

|Principal
         group companies(continued)
|---------------------------------------------

%
   Asia and
         Pacific
   Ownership
   ActivityAustraliaUnilever Australia Ltd.
   b
   FPBangladesh61
   Unilever Bangladesh Ltd.
   b
   FPCambodiaUnilever (Cambodia) Limited
   a
   FPChinaBestfoods Guangzhou Foods Ltd.
   a
   FUnilever (China) Ltd.
   a
   H90
   Unilever Company Ltd.
   a
   PUnilever Foods (China) Ltd.
   a
   FUnilever Services (Hefei) Limited
   a
   FPWalls (China) Company Ltd.
   a
   FChina S.A.R.Unilever Bestfoods Hong Kong Ltd.
   d
   FUnilever Hong Kong Ltd.
   d
   FPIndia51
   Hindustan Lever Ltd.
   b
   FPOIndonesia85
   P.T. Unilever Indonesia Tbk
   a
   FPJapanNippon Lever KK
   a
   FPMalaysiaUnilever Foods (Malaysia) Sdn. Bhd.
   e
   F70
   Unilever (Malaysia) Holdings Sdn. Bhd.
   e
   FPNew ZealandUnilever New Zealand Ltd.
   b
   FPPakistan67
   Unilever Pakistan Ltd.
   b
   FPPhilippines50
   Unilever Foods Philippines (CMC) Inc.
   d
   FUnilever Philippines, Inc.
   d
   FPSingaporeUnilever Singapore Foods Pte. Ltd.
   e
   FUnilever Singapore Pte Ltd.
   e
   FPSouth KoreaUnilever Korea Chusik Hoesa
   a
   FPSri LankaUnilever Sri Lanka Ltd.
   b
   FPOTaiwan75
   Unilever Taiwan Foods Ltd.
   d
   FUnilever Taiwan Ltd.
   d
   FPThailandUnilever Thai Holdings Ltd.
   d
   FPUnilever Thai Trading Ltd.
   d
   FPVietnam66
   Lever Vietnam JVC
   a
   PUnilever Bestfoods and Elida P/S (Vietnam) Ltd
   a
   FP


%
   Latin America
   Ownership
   ActivityArgentinaUnilever Bestfoods de Argentina S.A.
   d
   FUnilever de Argentina S.A.
   d
   FPBoliviaUnilever Andina Bolivia S.A.
   a
   FPBrazilMavibel Brasil Ltda.
   d
   HUnilever Brasil Ltda.
   d
   FPUnilever Bestfoods Brasil Ltda.
   d
   FChileUnilever Chile Home and Personal Care Ltda.
   d
   FPColombiaUnilever Andina Colombia Ltda.
   d
   FPCosta RicaProductos Agroindustriales del Caribe S.A.
   c
   FUnilever de Centroamerica S.A.
   a
   FPDominican RepublicKnorr Alimentaria S.A.
   a
   FUnilever Caribe, S.A.
   a
   PEcuadorUnilever Andina Ecuador S.A.
   a
   FPEl SalvadorUnilever de Centroamerica S.A.
   a
   FPGuatemalaUnilever de Centroamerica S.A.
   a
   FPHondurasUnilever de Centroamerica S.A.
   a
   FPMexicoCirculo Esmeralda S.de R.L. de C.V.
   d
   FCorporativo Unilever de México S.de R.L. de C.V.
   d
   HUnilever de México, S. de R.L. de C.V.
   d
   FPNetherlands AntillesUnilever Becumij N.V.
   a
   ONicaraguaUnilever de Centroamerica S.A.
   a
   FPPanamaUnilever de Centroamerica S.A.
   a
   FPParaguayUnilever de Paraguay S.A.
   a
   FPPeruAlimentos y Productos del Maíz S.A.
   b
   F99
   Industrias Pacocha S.A.
   a
   FPTrinidad & Tobago50
   Unilever Caribbean Ltd.
   b
   FPUruguayUnilever del Uruguay S.A.
   c
   FSudy Lever S.A.
   a
   PVenezuelaUnilever Andina Venezuela S.A.
   a
   FP




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Report and Accounts 2004     167

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Principal group companies and fixed investments(continued)Unilever Groupas
at 31 December 2004

Principal fixed investmentsJoint ventures%
   Europe
   Ownership
   ActivityPortugal40
   FIMA/VG-Distribuição de ProdutosAlimentares, Lda.
   a
   F%
   North AmericaUnited States of America50
   Pepsi/Lipton Partnership
   c
   F Associated companies%
   Europe
   Ownership
   ActivityUnited Kingdom33
   Langholm Capital Partners
   b
   O%
   North AmericaUnited States of America33
   JohnsonDiversey Holdings, Inc
   a
   P%
   AfricaCôte dIvoire40
   Palmci
   b
   O




168UnileverAnnual
Report and Accounts 2004

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Company accounts
Unilever N.V.

|Balance sheetas
    at 31 December                                                  |           |   |           |  
|----------------------------------------------------------------------------------- | --------- | - | --------- | -
|                                                                                    | € million |   | € million |  
|                                                                                    | 2004      |   | 2003      |  
|                                                                                    |          
|Fixed assets                                                                        |           |   |           |  
|Fixed investments                                                                   | 11 233    |   | 11 161    |  
|                                                                                    |           |   |           |  
|Current assets                                                                      |           |   |           |  
|Debtors                                                                             | 17 898    |   | 19 834    |  
|Cash at bank and in hand                                                            | 280       |   | 430       |  
|                                                                                    |           |  
|Total current assets                                                                | 18 178    |   | 20 264    |  
|Creditors due within one year                                                       | (17 492   | ) | (19 765   | )
|Net current assets                                                                  | 686       |   | 499       |  
|                                                                                    |           |  
|Total assets less current liabilities                                               | 11 919    |   | 11 660    |  
|                                                                                    |          
|Creditors due after more than one year                                              | 2 885     |   | 3 481     |  
|                                                                                    |           |   |           |  
|Provisions for liabilities and charges (excluding pensions and similar obligations) | 102       |   | 156       |  
|                                                                                    |           |   |           |  
|Net pension liability for unfunded schemes                                          | 152       |   | 142       |  
|                                                                                    |           |   |           |  
|Capital and reserves                                                                | 8 780     |   | 7 881     |  
|Called up share capital:                                                            |           |   |           |  
|Preferential share capital22                                                        | 130       |   | 130       |  
|Ordinary share capital22                                                            | 291       |   | 291       |  
|                                                                                    |           |  
|                                                                                    | 421       |   | 421       |  
|Share premium account                                                               | 1 399     |   | 1 399     |  
|Other reserves                                                                      | (1 379    | ) | (1 243    | )
|Profit retained                                                                     | 8 339     |   | 7 304     |  
|                                                                                    |           |   |           |  
|                                                                                    |           |  
|Total capital employed                                                              | 11 919    |   | 11 660    |  
|                                                                                    |          
|                                                                                   

|Profit and loss accountfor
    the year ended 31 December |           |  |           | 
|--------------------------------------------------------- | --------- |  | --------- | 
|                                                          | € million |  | € million | 
|                                                          | 2004      |  | 2003      | 
|                                                          |          
|Income from fixed investments after taxation              | 1 960     |  | 1 235     | 
|Other income and expenses                                 | 158       |  | 477       | 
|                                                          |           | 
|Profit for the year                                       | 2 118     |  | 1 712     | 
|                                                          |          

Pages 96 to 148, 165 to 168 and 170 contain the
notes to the NV company accounts. For the information required by Article 392
of Book 2 of the Civil Code in the Netherlands, refer to page 171.

In accordance with Article 402 of Book 2 of the Civil Code in the Netherlands, the accounts of NV have been included in the consolidated accounts. The profit and loss account mentions only income from fixed investments
after taxation as a separate item. The balance sheet includes the proposed profit appropriation.

As indicated on page 96, the company accounts of Unilever N.V. comply in all material respects with legislation in the Netherlands. As allowed by Article 362.1 of Book 2 of the Civil Code in the Netherlands, the
company accounts are prepared in accordance with United Kingdom accounting standards.



The Board of Directors1 March 2005

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Report and Accounts 2004169

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Notes to the company accounts
Unilever N.V.

Fixed investments
   € million
   
   € million2004
   
   2003Shares in group companies
   11 024
   
   11 008Book value of PLC shares held inconnection with share options
   445
   
   381Less NV shares held by group companies
   (236
   )
   (228
   )11 233
   
   11 161 Movements during the year:1 January
   11 161Movement in PLC shares held in connectionwith share options
   64Movement in NV shares held by group companies
   (8
   )Additions
   1631 December
   11 233 Shares in group companies are stated at cost in accordance with international accounting practice in various countries, in particular the United Kingdom. In accordance with Article 385.5 of the Civil Code in the
Netherlands, Unilever N.V. shares held by Unilever N.V. subsidiaries are deducted from the carrying value of those subsidiaries.   Debtors
   € million
   
   € million2004
   
   2003Loans to group companies
   14 056
   
   17 088Other amounts owed by group companies
   3 707
   
   2 531Amounts owed by undertakings in whichthe company has a participating interest
   15
   
   Other
   120
   
   21517 898
   
   19 834Of which due after more than one year
   710
   
   819 Cash at bank and in hand
   € million
   
   € million2004
   
   2003This includes amounts for which repaymentnotice is required of:
   80
   
   43Creditors
   € million
   
   € million2004
   
   2003Due within one year:Bank loans and overdrafts
   1
   
   7Bonds and other loans
   2 148
   
   5 209Loans from group companies
   310
   
   311Other amounts owed to group companies
   14 133
   
   13 276Taxation and social security
   22
   
   76Accruals and deferred income
   173
   
   232Dividends
   700
   
   642Other
   5
   
   1217 492
   
   19 765Due after more than one year:Accruals and deferred income
   41
   
   88Bonds and other loans
   2 844
   
   3 393 In accordance with the UK Companies Act 1985 the Group presents the final dividend which is proposed after the balance sheet date as a creditor. There are no creditors due after more than five years.




Provisions for liabilities and charges (excluding pensionsand similar obligations)€ million
   
   € million2004
   
   2003Deferred taxation and other provisions
   102
   
   156Of which due within one year
   55
   
   68 Ordinary share capital
Shares numbered 1 to 2 400 are held by a subsidiary of NV and a subsidiary of PLC, each holding 50%. Additionally, 24 898 145 €0.51 ordinary shares are held by NV and other group companies. Share premium account
The share premium shown in the balance sheet is not available for the issue of bonus shares or for repayment without incurring withholding tax payable by the company. This is despite the change in the Netherlands tax
law, as a result of which dividends received from 2001 onwards by individual shareholders who are Netherlands residents are no longer taxed. Other reserves
   € million
   
   € million2004
   
   20031 January
   (1 243
   )
   (1 041
   )Change in book value of shares or certificatesheld in connection with share options
   (136
   )
   (202
   )31 December
   (1 379
   )
   (1 243
   ) Profit retained
   € million
   
   € million2004
   
   2003Profit retained at 31 December
   8 339
   
   7 304 Profit retained shown in the company accounts and the notes thereto is greater than the amount shown in the consolidated balance sheet, mainly because of certain intercompany transactions which are eliminated in the
consolidated accounts.  € million2004Difference as at 1 January 2004
   469Changes in equity value of theconsolidated participants
   (1 766)Changes in the accumulatedintercompany results
   2 358Difference as at 31 December 2004
   1 061 Contingent liabilities
   € million
   
   € million2004
   
   2003Guarantees given for group companies
   6 822
   
   6 278Of which also guaranteed by PLC
   5 010
   
   4 946 Other contingent liabilities are not expected to give rise to material loss.  NV has issued joint and several liability undertakings, as defined in Article 403 of Book 2 of the Civil Code in the Netherlands, for almost all Dutch group companies. These written undertakings have been filed with
the office of the Company Registry in whose area of jurisdiction the group company concerned has its registered office.






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Further statutory information
Unilever N.V.



The rules for profit appropriation in the Articles of Association
(summary of Article 38) The profit for the year is applied firstly to the reserves required by law or by the Equalisation Agreement, secondly to cover losses of previous years, if any, and thirdly to the reserves deemed necessary by the Board
of Directors. Dividends due to the holders of the Cumulative Preference Shares, including any arrears in such dividends, are then paid; if the profit is insufficient for this purpose, the amount available is distributed to them in proportion to the
dividend percentages of their shares. Any profit remaining thereafter is at the disposal of the General Meeting. Distributions from this remaining profit are made to the holders of the ordinary shares pro rata to the nominal amounts of their
holdings. The General Meeting can only decide to make distributions from reserves on the basis of a proposal by the Board and in compliance with the law and the Equalisation Agreement. € million
   
   € million2004
   
   2003Proposed profit appropriationProfit for the year
   2 118
   
   1 712Preference dividends
   (28
   )
   (27
   )Profit at disposal of the Annual GeneralMeeting of shareholders
   2 090
   
   1 685Ordinary dividends
   (1 042
   )
   (962
   )Profit for the year retained
   1 048
   
   723Changes in present value of net pension liability
   (4
   )
   Realised profit/(loss) on shares/certificates heldto meet employee share options
   (9
   )
   Profit retained  1 January
   7 304
   
   6 581Profit retained  31 December
   8 339
   
   7 304 Special controlling rights under the Articles of AssociationSee note 22 on page 132. AuditorsA resolution will be proposed at the Annual General Meeting on 10 May 2005 for the re-appointment of PricewaterhouseCoopers Accountants N.V. as auditors of NV. The present appointment will end at the conclusion of the Annual General Meeting. Corporate Centre
Unilever N.V. 
Weena 455 
PO Box 760 
3000 DK Rotterdam J A A van der Bijl
S G Williams
Joint Secretaries of Unilever N.V. 
1 March 2005


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Report and Accounts 2004171

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Company accounts
Unilever PLC

|Balance sheet as at 31 December                                                    |           |   |           |  
|---------------------------------------------------------------------------------- | --------- | - | --------- | -
|                                                                                   | £ million |   | £ million |  
|                                                                                   | 2004      |   | 2003      |  
|                                                                                   |          
|Fixed assets                                                                       |           |   |           |  
|Intangible assets                                                                  | 31        |   | 24        |  
|Fixed investments                                                                  | 2 237     |   | 2 237     |  
|                                                                                   |           |   |           |  
|Current assets                                                                     |           |   |           |  
|Debtors                                                                            |           |   |           |  
|Debtors due within one year                                                        | 227       |   | 359       |  
|Debtors due after more than one year                                               | 65        |   | 152       |  
|Cash and current investments                                                       |          |   |          |  
|                                                                                   |           |  
|Total current assets                                                               | 292       |   | 511       |  
|Creditors due within one year                                                      | (1 578    | ) | (1 784    | )
|                                                                                   |           |  
|Net current assets/(liabilities)                                                   | (1 286    | ) | (1 273    | )
|                                                                                   |           |  
|Total assets less current liabilities                                              | 982       |   | 988       |  
|                                                                                   |          
|                                                                                   |           |   |           |  
|Provision for liabilities and charges (excluding pensions and similar obligations) | 10        |   | 10        |  
|                                                                                   |           |   |           |  
|Capital and reserves                                                               | 972       |   | 978       |  
|                                                                                   |           |   |           |  
|Called up share capital22                                                          | 41        |   | 41        |  
|Share premium account                                                              | 94        |   | 94        |  
|Capital redemption reserve24                                                       | 11        |   | 11        |  
|Other reserves                                                                     | (268      | ) | (254      | )
|Profit retained                                                                    | 1 094     |   | 1 086     |  
|                                                                                   |           |  
|Total capital employed                                                             | 982       |   | 988       |  
|                                                                                   |          



As permitted by Section 230 of the United Kingdom Companies Act 1985, an entity profit and loss account is not included as part of the published company accounts for PLC.

On behalf of the Board of Directors

P J CescauChairman
A BurgmansVice-Chairman

1 March 2005

172UnileverAnnual Report and Accounts 2004

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Notes to the company accounts
Unilever PLC

Fixed investments
   £ million
   
   £ million2004
   
   2003Shares in group companies
   2 237
   
   2 237Shares in group companies are stated at cost or valuation, lessamounts written off.£ million2004Movements during the year:1 January
   2 237Additions
   Disposals
   31 December
   2 237 Debtors
   £ million
   
   £ million2004
   
   2003Due within one year:Amounts owed by group companies
   193
   
   335Other
   34
   
   24227
   
   359Due after more than one year:Amounts owed by group companies
   46
   
   124Other
   19
   
   2865
   
   152 Cash and current investments
   £ million
   
   £ million2004
   
   2003This includes amounts for which repaymentnotice is required of:
   
   
    Creditors
   £ million
   
   £ million2004
   
   2003Due within one year:Bonds and other loans
   50
   
   Amounts owed to group companies
   1 095
   
   1 287Taxation and social security
   64
   
   153Dividends
   367
   
   341Other
   1
   
   4Accruals and deferred income
   1
   
   (1
   )1 578
   
   1 784 Provisions
        for liabilities and charges(excluding
        pensionsandsimilar
        obligations)£ million
   
   £ million2004
   
   2003Deferred Taxation
   10
   
   10 The deferred tax liability arises following a reclassification from creditors. The 2003 figures have been adjusted for this amount.




Other reserves
   £ million
   
   £ million2004
   
   20031 January
   (254
   )
   (224
   )Change in book value of shares held inconnection with share options
   (14
   )
   (30
   )31 December
   (268
   )
   (254
   ) Profit retained
   £ million
   
   £ million2004
   
   20031 January
   1 086
   
   1 039Profit for the year
   556
   
   563Dividends on ordinary and deferred shares
   (548
   )
   (516
   )31 December
   1 094
   
   1 086 Contingent liabilities
   £ million
   
   £ million2004
   
   2003Guarantees given for group companies
   5 883
   
   6 608Of which guaranteed also by NV
   3 542
   
   3 500 Other contingent liabilities are not expected to give rise to material loss.Remuneration of auditors
   £ million
   
   £ million2004
   
   2003Parent company statutory audit fee
   1.6
   
   1.6Other audit services
   
   
   0.2Other payments by the parent company fornon-audit services provided byPricewaterhouseCoopers LLP United Kingdom(a)Audit-related services
   1.3
   
   0.1Tax
   
   
   0.4General consulting
   
   
   1.5Other services
   0.5
   
   0.4(a) See also note 2 on page 108. Profit appropriation
   £ million
   
   £ million2004
   
   2003The proposed appropriation of the profitof PLC is as follows:Interim and recommended final dividends
   548
   
   516Profit for the year retained
   8
   
   47


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Further statutory information and other information
Unilever PLC

Employee involvement and communicationUnilevers UK companies maintain formal processes
to inform, consult and involve employees and their representatives. Most of the
United Kingdom sites are accredited to the Investors in People standard. Our
sites also use tools such as Total Productive Maintenance which rely heavily
on employee involvement, contribution and commitment. A European Works Council, embracing employee and
management representatives from 15 countries of Western Europe, has been in
existence for several years and provides a forum for discussing issues that extend
across
national boundaries. The directors reports of the United Kingdom group companies contain more details about how they have communicated with their employees during 2004. Equal opportunities and diversityThe heads of all operating companies and units in the UK have committed their businesses to achieving greater diversity. Every Unilever company in the United Kingdom has an equal opportunities policy and actively
pursues equality of opportunity for all employees. The company carries out an annual employee monitoring survey and has also conducted an equal pay audit. The company continues to review ways in which greater diversity can be achieved in recruitment and selection. A new flexible working policy was introduced in 2003, offering every employee the opportunity to request a flexible working option. Training workshops were run for line managers to maximise understanding and commitment
to the policy. Charitable and other contributionsUnilever collates the cost of its community involvement activities using the London Benchmarking Group model. The model recommends the separation of charitable donations, community investment, commercial initiatives in
the community and management costs relating to the programme of activity. During 2004 UK group companies made a total contribution
of £8.2 million, analysed as follows:
     Charitable donations: £1.1 million
     Community
investment: £1.9 million
     Commercial initiatives in the
community: £4.4 million
     Management costs: £0.8 million No donation or contribution was made or expenditure incurred for political purposes. Supplier payment policiesIndividual
operating companies are responsible for agreeing the terms and conditions under
which business transactions with their suppliers are conducted. The directors reports
of the United Kingdom operating companies give information about their supplier
payment policies as required by the United Kingdom Companies Act 1985. PLC, as
a holding company, does not itself make any relevant payments in this respect.


AuditorsA resolution will be proposed at the Annual General Meeting on 11 May 2005 for the re-appointment of PricewaterhouseCoopers LLP as auditors of PLC. The present appointment will end at the conclusion of the Annual
General Meeting. Authority to purchase own sharesAt the Annual General Meeting of PLC held on 12 May 2004, authority was given pursuant to Article 64 of the PLC Articles of Association to make market purchases of PLC ordinary shares of 1.4p each, to a maximum of 290
million shares. This authority will expire at the Annual General Meeting on 11 May 2005, and a resolution will be proposed to renew it. The company has not exercised this authority during the year. Details of shares purchased by an employee share trust and Unilever group companies to satisfy options granted under PLCs employee share schemes are given in the Remuneration report on page 85 and in note 30 to
the consolidated accounts on pages 138 to 147. Directors report of PLCFor
the purposes of Section 234 of the Companies Act 1985, the Directors Report of Unilever PLC for the year ended 31 December 2004 comprises this page and the information contained in the Report of the Directors
on pages 2 to 89, the Remuneration report in respect of Directors interests
in shares or debentures of the Group on page 85, Dividends on page 181 and Principal
group companies and fixed investments on pages 165 to 168. Corporate CentreUnilever PLCPO Box 68 Unilever House
Blackfriars
London EC4P
4BQ Unilever PLC Registered OfficePort Sunlight
WirralMerseyside CH62 4ZD Unilever PLC RegistrarsLloyds TSB Registrars
The Causeway
Worthing
West
Sussex BN99 6DA By Order of the Board J A A van der Bijl
S G Williams Joint Secretaries of Unilever PLC
1 March 2005




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Analysis of shareholding

Significant shareholders of NVAs far as we are aware the only holders of more than 5% (as referred to in the Disclosure of Major Holdings in Listed Companies Act 1996 in the Netherlands) of any class of NV shares (apart from Nedamtrust, see page
61) are ING Verzekeringen N.V. and Aegon Levensverzekering N.V. The voting rights of such shareholders are the same as for other holders of the class of share indicated. We have to rely on the information we receive from the holders about the
details of their holdings. The information we give below is the numbers we hold on 25 February 2005. This information was provided by ING Verzekeringen N.V. at various dates over the preceding six months and by Aegon Levensverzekering N.V. on 23
February 2005.

|ING Verzekeringen N.V.
|----------------------
|                      
|                     
|                     
|                     
|                     
|                     

|                            
|----------------------------
|Aegon Levensverzekering N.V.
|                            
|                           
|                           
|                           
|                           

Some of the above holdings are in the form of depositary receipts against NV shares issued by Nedamtrust (see page 61). There have been no material changes to the holdings of significant shareholders of NV during the
three years up to and including 2004.

Significant shareholders of PLCThe
following table gives details of shareholders who held more than 3% of PLCs
shares or deferred stock on 25 February 2005. The voting rights of such shareholders
are the same as for other holders of the class of share indicated. We take this
information from the register we hold under section 211 of the UK Companies Act
1985.

|                |                                          | Number of   | Approximate | 
|--------------- | ---------------------------------------- | ----------- | ----------- | 
|Title of class  | Name of holder                           | shares held | % held      | 
|                |                                          |             |             | 
|Deferred Stock  | Naamlooze Vennootschap Elma              | £50 000     | 50          | 
|                | United Holdings Limited                  | £50 000     | 50          | 
|Ordinary shares | Trustees of the Leverhulme Trust and the |             |             | 
|                | Leverhulme Trade Charities Trust         | 156 815 034 | 5           | 
|                | The Capital Group Companies, Inc.        | 144 557 853 | 5           | 
|                |                                          |             |             | 

The holding by The Capital Group Companies, Inc. is on behalf of affiliated investment management companies and was first notified to PLC in November 2000. On 28 February 2004 the Fidelity Management and Research
Company held more than 3% of PLCs ordinary shares, but as at 29 March 2004 the holding fell below 3%. After 28 February 2004 Barclays PLC became a significant shareholder with over 3% of PLCs ordinary shares on three occasions, each time
subsequently falling back below 3%. On 6 October 2004 their holding fell below 3% and there have been no further movements since. There have been no other reportable changes to the holdings of significant shareholders of PLC during the three years
up to and including 2004.

Analysis of PLC registered holdingsAt 31 December 2004 PLC had 86 566 ordinary shareholdings.

The following table analyses the registered holdings of PLCs 1.4p ordinary shares at 31 December 2004:

|                 |             | Number |   |        |             | Total         |   |        | 
|---------------- | ----------- | ------ | - | ------ | ----------- | ------------- | - | ------ | 
|Number of shares | of holdings |        | % |        | shares held |               | % |       
|                 |             |        |   |        |             |               |   |        | 
|1               | 1 000       | 33 165 |   | 38.31  |             | 18 190 424    |   | 0.62   | 
|1 001           | 2 500       | 25 072 |   | 28.96  |             | 41 524 017    |   | 1.43   | 
|2 501           | 5 000       | 13 887 |   | 16.04  |             | 49 725 269    |   | 1.71   | 
|5 001           | 10 000      | 8 057  |   | 9.31   |             | 56 728 685    |   | 1.95   | 
|10 001          | 25 000      | 3 996  |   | 4.62   |             | 60 156 095    |   | 2.07   | 
|25 001          | 50 000      | 908    |   | 1.05   |             | 31 212 940    |   | 1.07   | 
|50 001          | 100 000     | 443    |   | 0.51   |             | 30 988 253    |   | 1.06   | 
|100 001         | 1 000 000   | 739    |   | 0.85   |             | 257 392 995   |   | 8.84   | 
|Over             | 1 000 000   | 299    |   | 0.35   |             | 2 365 539 902 |   | 81.25  | 
|                 |             |        |   |        |             |               |   |        | 
|                 |             | 86 566 |   | 100.00 |             | 2 911 458 580 |   | 100.00 | 
|                 |             |        |   |        |             |               |   |        | 

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Analysis of shareholding(continued)

Share purchases during 2004The following share purchases were made in respect
of share-based compensation plans, in order to satisfy future exercises of options
and vesting of awards. These numbers are not adjusted for sales of shares on
 exercises of options or vesting of share awards. The maximum number of shares
that may be purchased under the plans is determined by the number of new options
granted and by our hedging practice.

|          |            |                  |     |                |  | Total number
       of | 
|--------- | ---------- | ---------------- | --- | -------------- |  | ---------------------- | 
|          |            |                  |     |                |  | shares purchased       | 
|          |            | Total number of  |     | Average price  |  | as part of publicly    | 
|          |            | shares purchased | (a) | paid per share |  | announced plans        | 
|          |            |                  |     |                |  |                        | 
|January   | NV shares  |                 |     |               |  |                       | 
|          | PLC shares | 554 000          |     | £5.33          |  | 554 000                | 
|          |            |                  |     |                |  |                        | 
|February  | NV shares  | 462 682          |     | €59.71         |  | 462 682                | 
|          | PLC shares | 2 345 512        |     | £5.70          |  | 2 345 512              | 
|          |            |                  |     |                |  |                        | 
|March     | NV shares  | 2 549 286        |     | €55.32         |  | 2 549 286              | 
|          | PLC shares | 16 141 894       |     | £5.39          |  | 16 141 894             | 
|          |            |                  |     |                |  |                        | 
|April     | NV shares  | 74 148           |     | €55.08         |  | 74 148                 | 
|          | PLC shares | 518 940          |     | £5.34          |  | 518 940                | 
|          |            |                  |     |                |  |                        | 
|May       | NV shares  | 1 008 205        |     | €55.77         |  | 1 008 205              | 
|          | PLC shares | 62 752           |     | £5.08          |  | 62 752                 | 
|          |            |                  |     |                |  |                        | 
|June      | NV shares  |                 |     |               |  |                       | 
|          | PLC shares |                 |     |               |  |                       | 
|          |            |                  |     |                |  |                        | 
|July      | NV shares  | 9 802            |     | €48.98         |  | 9 802                  | 
|          | PLC shares | 17 344           |     | £4.83          |  | 17 344                 | 
|          |            |                  |     |                |  |                        | 
|August    | NV shares  | 5 907            |     | €49.28         |  | 5 907                  | 
|          | PLC shares | 42 644           |     | £4.86          |  | 42 644                 | 
|          |            |                  |     |                |  |                        | 
|September | NV shares  |                 |     |               |  |                       | 
|          | PLC shares |                 |     |               |  |                       | 
|          |            |                  |     |                |  |                        | 
|October   | NV shares  | 21 772           |     | €47.48         |  | 21 772                 | 
|          | PLC shares | 30 940           |     | £4.66          |  | 30 940                 | 
|          |            |                  |     |                |  |                        | 
|November  | NV shares  | 145 036          |     | €49.60         |  | 145 036                | 
|          | PLC shares | 24 872           |     | £4.85          |  | 24 872                 | 
|          |            |                  |     |                |  |                        | 
|December  | NV shares  |                 |     |               |  |                       | 
|          | PLC shares |                 |     |               |  |                       | 
|          |            |                  |     |                |  |                        | 

(a) When under a North American plan, in the form of NV New York shares or PLC ADRs.

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Information about exchange controls affecting security holders

Unilever N.V.Under the Dutch External Financial Relations Act of 25 March 1994 the Minister of Finance is authorised to issue regulations relating to financial transactions concerning the movement of capital to or from third countries with respect to direct investments,
establishment, the performing of financial services, the admission of negotiable instruments or goods with respect to which regulations have been issued under the Import and Export Act in the interest of the international legal system or an
arrangement relevant thereto. These regulations may contain a prohibition to perform any of the actions indicated in those regulations without a licence. To date no regulations of this type have been issued which are applicable to Unilever
N.V. The Central Bank of the Netherlands is authorised to issue regulations with respect to reporting obligations. Pursuant to this authorisation it has issued the Reporting Obligations Balance of Payments 2003 (the
RR 2003). Unilever N.V. has been appointed by the Central Bank as an institution subject to the reporting obligations and Unilever N.V. complies with such obligations.


Unilever PLCNone.




Nature of the trading market

The principal trading markets upon which Unilever shares are listed are Euronext Amsterdam for NV ordinary shares and the London Stock Exchange for PLC ordinary shares. NV ordinary shares mainly trade in the form of
Nedamtrust Certificates and almost all the shares are in bearer form. PLC ordinary shares are all in registered form. In the United States, NV ordinary shares in registered form and PLC American Depositary Receipts, each representing four PLC ordinary shares, are traded on the New York Stock Exchange. JPMorgan Chase Bank NA acts for
NV and PLC as issuer, transfer agent and, in respect of the American Depositary Receipts, depositary. The NV ordinary shares are also listed on the stock exchanges in Frankfurt and Zürich. There have not been any significant trading suspensions in the past three years. At 25 February 2005 there were 7 542 registered holders of NV ordinary shares and 1 129 registered holders of PLC American Depositary Receipts in the United States. We estimate that approximately 27% of NVs
ordinary shares were held in the United States (approximately 23% in 2003), based on the distribution of the 2004 interim dividend payments, while most holders of PLC ordinary shares are registered in the United Kingdom  approximately 99% in
both 2004 and 2003.


The high and low trading prices for the separate stock exchange listings are shown in the tables on the following page. NV and PLC are separate companies with separate stock exchange listings and different shareholders. You cannot convert or exchange the shares of one for shares of the other and the relative share prices on the various
markets can, and do, fluctuate. This happens for various reasons, including changes in exchange rates. However, over time the prices of NV and PLC shares do stay in close relation to each other, in particular because of our equalisation
arrangements. If you are a shareholder of NV, you have an interest in a Netherlands legal entity, your dividends will be paid in euros (converted into US dollars if you have shares registered in the United States) and you will be
subject to Netherlands tax. If you are a shareholder of PLC, your interest is in a United Kingdom legal entity, your dividends will be paid in sterling (converted into US dollars if you have American Depositary Receipts) and you will be subject to
United Kingdom tax. Nevertheless, the Equalisation Agreement means that as a shareholder of either company you effectively have an interest in the whole of Unilever. You have largely equal rights over our combined net profit and capital reserves as
shown in the consolidated accounts. See Taxation for US residents on pages 179 and 180 and Equalisation Agreement on pages 52 and 53.




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Nature of the trading market(continued)

Share prices at 31 December 2004:The
share price of the ordinary shares at the end of the year was for NV €49.33
and $66.71 and for PLC 512p and $39.52.

|Monthly high and low prices for the last six months of 2004: |     
|------------------------------------------------------------ | ----
|                                                             |     
|                                                             |     
|NV per €0.51 ordinary share in Amsterdam (in €)              | High
|                                                             | Low 
|                                                             |     
|NV per €0.51 ordinary share in New York (in $)               | High
|                                                             | Low 
|                                                             |     
|PLC per 1.4p ordinary share in London (in pence)             | High
|                                                             | Low 
|                                                             |     
|PLC per American Depositary Receipt in New York (in $)       | High
|                                                             | Low 
|                                                             |     

|                                                       |     
|------------------------------------------------------ | ----
|Quarterly high and low prices for 2004 and 2003:       |     
|                                                       | 2004
|                                                       |     
|NV per €0.51 ordinary share in Amsterdam (in €)        | High
|                                                       | Low 
|                                                       |     
|NV per €0.51 ordinary share in New York (in $)         | High
|                                                       | Low 
|                                                       |     
|PLC per 1.4p ordinary share in London (in pence)       | High
|                                                       | Low 
|                                                       |     
|PLC per American Depositary Receipt in New York (in $) | High
|                                                       | Low 
|                                                       |     
|                                                       | 2003
|                                                       |     
|NV per €0.51 ordinary share in Amsterdam (in €)        | High
|                                                       | Low 
|                                                       |     
|NV per €0.51 ordinary share in New York (in $)         | High
|                                                       | Low 
|                                                       |     
|PLC per 1.4p ordinary share in London (in pence)       | High
|                                                       | Low 
|                                                       |     
|PLC per American Depositary Receipt in New York (in $) | High
|                                                       | Low 
|                                                       |     

|                                                             |     
|------------------------------------------------------------ | ----
|Annual high
         and low prices for 2002, 2001 and 2000: |     
|                                                             |     
|                                                             |     
|NV per €0.51 ordinary share in Amsterdam (in €)              | High
|                                                             | Low 
|                                                             |     
|NV per €0.51 ordinary share in New York (in $)               | High
|                                                             | Low 
|                                                             |     
|PLC per 1.4p ordinary share in London (in pence)             | High
|                                                             | Low 
|                                                             |     
|PLC per American Depositary Receipt in New York (in $)       | High
|                                                             | Low 
|                                                             |     

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Taxation for US residents holding shares in NV

The following notes are provided for guidance. US residents should consult their local tax advisers, particularly in connection with potential liability to pay US taxes on disposal, lifetime gift or bequest of their
shares. Netherlands taxation on dividendsDividends of companies in the Netherlands are
in principle subject to dividend withholding tax of 25%. Where a shareholder
is entitled to the benefits of the current Income Tax Convention (the Convention)
concluded on 18 December 1992 between the United States and the Netherlands,
when dividends are paid by NV to: 
   a United States resident;
   a corporation organised under the laws of the United States (or any territory of it) having no permanent establishment in the Netherlands of which such shares form a part of the business property;
or
   any other legal person subject to United States Federal income tax with respect to its worldwide income, having no permanent establishment in the Netherlands of which such shares form a part of the
business property; these dividends qualify for a reduction of Netherlands withholding tax on dividends from 25% to 15% (to 5% if the beneficial owner is a company which directly holds at least 10% of the voting power of NV shares and to
0% if the beneficial owner is a qualified Exempt Organisation as defined in Article 36 of the Convention). Where a United States resident or corporation
has a permanent establishment in the Netherlands, which has shares in NV forming
part of its business property, dividends it receives on those shares are included
in that
establishments profit. They are subject to the Netherlands income tax or
corporation tax, as appropriate, and the Netherlands tax on dividends will generally
be applied at the full rate of 25%. This tax will be treated as foreign income
tax
eligible for credit against the shareholders United States income taxes. Under the Convention, qualifying United States organisations that are generally exempt from United States taxes and that are constituted and operated exclusively to administer or provide pension, retirement or other
employee benefits may be exempt at source from withholding tax on dividends received from a Netherlands corporation. An agreement published by the US Internal Revenue Service on 20 April 2000 in release IR-INT-2000-9 between the United States and
the Netherlands tax authorities describes the eligibility of these US organisations for benefits under the Convention. A United States trust, company or organisation that is operated exclusively for religious, charitable, scientific, educational or public purposes, is now subject to an initial 25% withholding tax rate. Such an exempt
organisation is entitled to reclaim from the Netherlands Tax Authorities a refund of the Netherlands dividend tax, if and to the extent that it is exempt from United States Federal Income Tax and it would be exempt from tax in the Netherlands if it
were organised and carried on all its activities there. If you are an NV shareholder resident in any country
other than the United States or the Netherlands, any exemption from, or reduction
or refund of, the Netherlands dividend withholding tax may be governed by the Tax
Regulation for the Kingdom of the Netherlands or by the tax convention,
if any, between the Netherlands and your country of residence.


United States taxation on dividendsIf you are a United States shareholder, the dividend (including the withheld amount) up to the amount of our earnings and profits for United States Federal income tax purposes will be ordinary dividend income.
Dividends received by an individual during taxable years before 2009 will be taxed at a maximum rate of 15%, provided the individual has held the shares for more than 60 days during the 121-day period beginning 60 days before the ex-dividend date,
that NV is a qualified foreign corporation and that certain other conditions are satisfied. NV is a qualified foreign corporation for this purpose. Dividends received by an individual for taxable years after 2008 will be subject to tax at ordinary
income rates. The dividends are not eligible for the dividends received deduction allowed to corporations. For US foreign tax credit purposes, the dividend is foreign source income, and the Netherlands withholding tax is a foreign income tax that is eligible for credit against the shareholders United States income
taxes. However, the rules governing the US foreign tax credit are complex, and additional limitations on the credit apply to individuals receiving dividends eligible for the 15% maximum tax rate on dividends described above. Any portion of the dividend that exceeds our United States earnings and profits is subject to different rules. This portion is a tax free return of capital to the extent of your basis in our shares, and thereafter is
treated as a gain on a disposition of the shares. Under a provision of the Netherlands Dividend Tax Act, NV is entitled to a credit (up to a maximum of 3% of the gross dividend from which dividend tax is withheld) against the amount of dividend tax withheld before
remittance to the Netherlands tax authorities. For dividends paid on or after 1 January 1995, the United States tax authority may take the position that the Netherlands withholding tax eligible for credit should be limited accordingly. Netherlands taxation on capital gainsUnder
the Convention, if you are a United States resident or corporation and you have
capital gains on the sale of shares of a Netherlands company, these are generally
not subject to taxation by the Netherlands. An exception to this rule generally
applies if you have a permanent establishment in the Netherlands and the capital
gain is derived from the sale of shares which form part of that permanent establishments
business property. Netherlands succession duty and gift taxesUnder
the Estate and Inheritance Tax Convention between the United States and the Netherlands
of 15 July 1969, United States individual residents who are not Dutch citizens
who have shares will generally not be subject to succession duty in the Netherlands
on the individuals death, unless the shares are part of the business property
of a permanent establishment situated in the Netherlands. A gift of shares of a Netherlands company by a person who is not a resident or a deemed resident of the Netherlands is generally not subject to Netherlands gift tax. A non-resident Netherlands citizen, however, is
still treated as a resident of the Netherlands for gift tax purposes for ten years and any other non-resident person for one year after leaving the Netherlands.




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Taxation for US residents holding shares in PLC

The following notes are provided for guidance. US residents should consult their local tax advisers, particularly in connection with potential liability to pay US taxes on disposal, lifetime gift or bequest of their
shares. United Kingdom taxation on dividendsUnder United Kingdom law, income tax is not withheld from dividends paid by United Kingdom companies. Shareholders, whether resident in the United Kingdom or not, receive the full amount of the dividend actually
declared. United States taxation on dividendsIf you are a shareholder resident in the US, the dividend up to the amount of our earnings and profits for United States Federal income tax purposes will be ordinary dividend income. Dividends received by an individual
during taxable years before 2009 will be taxed at a maximum rate of 15%, provided the individual has held the shares for more than 60 days during the 121-day period beginning 60 days before the ex-dividend date, that PLC is a qualified foreign
corporation and certain other conditions are satisfied. PLC is a qualified foreign corporation for this purpose. Dividends received by an individual for taxable years after 2008 will be subject to tax at ordinary income rates. The dividend is not
eligible for the dividends received deduction allowable to corporations. The dividend is foreign source income for US foreign tax credit purposes. Any portion of the dividend that exceeds our United States earnings and profits is subject to different rules. This portion is a tax free return of capital to the extent of your basis in our shares, and thereafter is
treated as a gain on a disposition of the shares.


UK taxation on capital gainsUnder United Kingdom law, when you sell shares you may be liable to pay capital gains tax. However, if you are either: 
   an individual who is neither resident nor ordinarily resident in the United Kingdom; or
   a company which is not resident in the United Kingdom; you will not be liable to United Kingdom tax on any capital gains made on disposal of your shares. The exception is if the shares are held in connection with a trade or business which is conducted in the United Kingdom through a branch or an agency. UK inheritance taxUnder the current estate and gift tax convention between the United States and the United Kingdom, ordinary shares held by an individual shareholder who is: 
   domiciled for the purposes of the convention in the United States; and
   is not for the purposes of the convention a national of the United Kingdom; will not be subject to United Kingdom inheritance tax on: 
   the individuals death; or
   on a gift of the shares during the individuals lifetime. The exception is if the shares are part of the
business property of a permanent establishment of the individual in the United
Kingdom or, in the case of a shareholder who performs independent personal services,
pertain
to a fixed base situated in the United Kingdom.




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Dividends

Our interim ordinary dividends are normally announced in November and paid in December. Final ordinary dividends are normally proposed in February and, if approved by shareholders at the Annual General Meetings, paid
in May or June.

The following tables show the dividends paid by NV and PLC for the last five years. NV dividends are per €0.51 ordinary share and PLC dividends are per 1.4p ordinary share and per depositary receipt of 5.6p.
Dividends for NV have been translated into US dollars at the exchange rates prevailing on the dates of declaration. Dividends for PLC up to and including the interim dividend for 2001 have been translated into US dollars at the exchange rates
prevailing on the date of payment of the sterling dividends. Following a change in practice, starting with the final dividend for 2001, PLC dividends have been translated into US dollars at the rate prevailing on the date of declaration of the
dividend.

The interim dividend is normally 35% of the previous years total normal dividend per share, based on the stronger of our two parent currencies over the first nine months of the year. Equalisation of the interim
dividend in the other currency takes place at the average exchange rate of the third quarter. Equalisation of the final dividend takes place at the average exchange rate for the full year.

The dividend timetable for 2005 is shown on page 184.

|NV Dividends                             |          
|---------------------------------------- | ---------
|                                         | 2004     
|                                         |          
|Interim dividend per €0.51               | €0.63    
|Exchange rate € to $                     | 1.2784   
|Interim dividend per €0.51 (US registry) | $0.805392
|                                         |          
|Final dividend per €0.51                 | €1.26    
|Final exchange rate € to $               | 1.2762   
|Final dividend per €0.51 (US registry)   | $1.608012
|                                         |          

For the purposes of illustration, the US dollar dividends shown above are those paid on the €0.51 ordinary shares of NV registered in New York. The above exchange rates were those ruling on the dates of
declaration of the dividend.

The final euro dividend for 2004 is payable on 13 June 2005. The dollar dividend will be calculated with reference to the exchange rates prevailing on 10 May 2005.

|PLC Dividends               |        
|--------------------------- | -------
|                            | 2004   
|                            |        
|Interim dividend per 1.4p   | 6.33p  
|Exchange rate $ to £1       | 1.8382 
|Interim dividend per 5.6p   | $0.4654
|                            |        
|Final dividend per 1.4p     | 12.82p 
|Final exchange rate $ to £1 | 1.8618 
|Final dividend per 5.6p     | $0.9547
|                            |        

The final sterling dividend for 2004 is payable on 13 June 2005. The dollar dividend will be calculated with reference to the exchange rates prevailing on 11 May 2005.

UnileverAnnual
Report and Accounts 2004     181

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Cross reference to Form 20-F

PART I1
   Identity of directors,
         senior managementand advisers
   n/a2
   Offer statistics and expected timetable
   n/a3
   Key information3A
   Selected financial data
   132, 149-153, 1813B
   Capitalization and indebtedness
   n/a3C
   Reasons for the offer and use of proceeds
   n/a3D
   Risk factors
   50-514
   Information on the company4A
   History and development ofthe company
   2, 20-21, 52, 137, 1844B
   Business overview
   10-16, 24-494C
   Organisational structure
   52-53, 165-1684D
   Property, plant and equipment
   165
   Operating and financial review and prospects5A
   Operating results
   17-495B
   Liquidity and capital resources
   22, 925C
   Research and development, patents andlicences, etc.
   11-12, 165D
   Trend information
   8-9, 24-495E
   Off balance sheet arrangements
   22, 120-1215F
   Tabular disclosure of contractual obligations
   215G
   Safe harbour
   36
   Directors, senior management and employees6A
   Directors and senior management
   54-55, 57, 68-706B
   Compensation
   71-89, 122-1296C
   Board practices
   52-70, 85-886D
   Employees
   156E
   Share ownership
   79-88, 138-1477
   Major shareholders and related party transactions7A
   Major shareholders
   60-61, 1757B
   Related party transactions
   15, 1477C
   Interests of experts and counsel
   n/a8
   Financial information8A
   Consolidated statementsand other financial information
   91-148, 171, 1818B
   Significant changes
   239
   The offer and listing9A
   Offer and listing details
   1789B
   Plan of distribution
   n/a9C
   Markets
   2, 1779D
   Selling shareholders
   n/a9E
   Dilution
   n/a9F
   Expenses of the issue
   n/a


10
   Additional
         information10A
   Share capital
   n/a10B
   Memorandum and articles of association
   52-61, 132, 17110C
   Material contracts
   6010D
   Exchange controls
   17710E
   Taxation
   179-18010F
   Dividends and paying agents
   n/a10G
   Statement by experts
   n/a10H
   Documents on display
   15910I
   Subsidiary information
   n/a11
   Quantitative and qualitative disclosures aboutmarket risk
   50-5112
   Description of securities other than equity securities
   n/aPART II13
   Defaults, dividend arrearages and delinquencies
   n/a14
   Material modifications to the rights of securityholders and use of proceeds
   n/a15
   Controls and procedures
   9216
   Reserved16A
   Audit Committee financial expert
   5616B
   Code of Ethics
   6516C
   Principal accountant fees and services
   67, 10816D
   Exemptions from the Listing Standards forAudit Committees
   n/a16E
   Purchases of equity securities by the issuer andaffiliated purchasers
   176PART III17
   Financial statements
   n/a18
   Financial statements
   91-148, 154-16419
   Exhibits**Filed with the United States
      Securities and Exchange Commission.Unilevers agent in
        the United States is Mr R Soiefer, Senior Vice-President, General Counsel
        and Secretary,
        Unilever United States, Inc., 700 Sylvan Avenue, Englewood Cliffs, NJ
    07632.




182UnileverAnnual Report and Accounts 2004

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Glossary

The following is intended to provide a general guide, particularly for United States readers, as to the meanings of various terms which may be used in this report. Please refer also to page149for definitions of specific accounting measures as they are applied by Unilever.

|Term used in this report                        | US equivalent
         or brief description                                            
|----------------------------------------------- | ---------------------------------------------------------------------------------------
|                                               
|Accounts                                        | Financial statements                                                                   
|                                               
|Associate/Associated company                    | A business which is not a subsidiary or a joint venture, but in which the Group has    
|                                                | a shareholding and exercises significant influence                                     
|                                               
|Called up share capital                         | Ordinary shares, issued and fully paid                                                 
|                                               
|Creditors                                       | Accounts payable/Payables                                                              
|                                               
|Creditors: amounts due after more than one year | Long-term accounts payable                                                             
|                                               
|Creditors: amounts due within one year          | Current accounts payable                                                               
|                                               
|Debtors                                         | Accounts receivable/Receivables                                                        
|                                               
|Finance lease                                   | Capital lease                                                                          
|                                               
|Freehold                                        | Ownership with absolute rights in perpetuity                                           
|                                               
|Gearing                                         | Leverage                                                                               
|                                               
|Group, or consolidated, accounts                | Consolidated financial statements                                                      
|                                               
|Group operating margin                          | Group operating profit expressed as a percentage of group turnover                     
|                                               
|Interest payable                                | Interest expense                                                                       
|                                               
|Interest receivable                             | Interest income                                                                        
|                                               
|Joint venture                                   | A business which is jointly controlled by the Group and one or more                    
|                                                | external partners                                                                      
|                                               
|Nominal value                                   | Par value                                                                              
|                                               
|Operating margin                                | Operating profit expressed as a percentage of turnover                                 
|                                               
|Operating profit                                | Net operating income                                                                   
|                                               
|Profit                                          | Income (or earnings)                                                                   
|                                               
|Profit and loss account                         | Income statement                                                                       
|                                               
|Profit attributable to ordinary shareholders    | Net income attributable to ordinary shareholders                                       
|                                               
|Profit retained                                 | Retained earnings                                                                      
|                                               
|Provisions                                      | Long-term liabilities other than debt and specific accounts payable                    
|                                               
|Reconciliation of movements in                  |                                                                                        
|shareholders funds                             | Statement of changes in stockholders equity                                           
|                                               
|Reserves                                        | Stockholders equity other than paid-up capital                                        
|                                               
|Share capital                                   | Capital stock or common stock                                                          
|                                               
|Share option                                    | Stock option                                                                           
|                                               
|Share premium account                           | Additional paid-in capital relating to proceeds of sale of stock in excess of par value
|                                                | or paid-in surplus                                                                     
|                                               
|Shareholders funds                             | Stockholders equity                                                                   
|                                               
|Shares in issue                                 | Shares outstanding                                                                     
|                                               
|Statement of total recognised gains and losses  | Statement of comprehensive income                                                      
|                                               
|Stocks                                          | Inventories                                                                            
|                                               
|Tangible fixed assets                           | Property, plant and equipment                                                          
|                                               
|Turnover                                        | Sales revenues                                                                         
|                                               

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Report and Accounts 2004     183

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Financial calendar and addresses

|Annual General Meetings
|-----------------------
|                       
|NV                     
|                       
|PLC                    
|                       

|                                 
|---------------------------------
|Announcements
         of results
|                                 
|First Quarter                    
|First Half Year                  
|                                 

|                                                                                                            
|------------------------------------------------------------------------------------------------------------
|Dividends on ordinary capital                                                                               
|                                                                                                            
|Final for 2004  announced
       10 February 2005 and to be declared 10 May 2005 (NV) and 11 May 2005 (PLC)
|                                                                                                            
|                                                                                                            
|                                                                                                            
|                                                                                                            
|NV                                                                                                          
|PLC                                                                                                         
|NV  New York Shares                                                                                        
|PLC  American Depositary Receipts                                                                          
|                                                                                                            

|                                                   |                  |                  |                 
|-------------------------------------------------- | ---------------- | ---------------- | ----------------
|Interim for 2005  to be announced 3 November 2005 |                  |                  |                 
|                                                   | Ex-dividend      | Record           | Payment         
|                                                   | date             | date             | date            
|                                                  
|NV                                                 | 04 November 2005 | 03 November 2005 | 02 December 2005
|PLC                                                | 16 November 2005 | 18 November 2005 | 02 December 2005
|NV  New York Shares                               | 04 November 2005 | 08 November 2005 | 02 December 2005
|PLC  American Depositary Receipts                 | 16 November 2005 | 18 November 2005 | 02 December 2005
|                                                  

|                                     
|-------------------------------------
|Preferential
         dividends – NV 
|                                     
|                                     
|                                     
|                                     
|4% Cumulative Preference             
|6% Cumulative Preference             
|7% Cumulative Preference             
|€0.05 (Fl.0.10) Cumulative Preference
|                                     
|                                     

*On 15 February 2005 after close of trading NV converted the €0.05 cumulative preference shares. As a consequence, the notional value of the shares reduced to €0.05. A
proposal will be put to the Annual General Meeting of NV on 10 May 2005 to cancel the preference shares upon repayment of the notional amount in accordance with NVs Articles of Association.Upon adoption
of the proposal to cancel these preference shares, it is intended that the payment of accrued dividends on the preference shares for the relevant part of the second period of 2005 will occur at the time of the repayment of the notional value of the
cancelled cumulative preference shares.

|Contact details                                                                                   |                                |                                    
|------------------------------------------------------------------------------------------------- | ------------------------------ | -----------------------------------
|Rotterdam                                                                                         | London                         | New York                           
|                                                                                                 
|                                                                                                  |                                |                                    
|Unilever N.V.                                                                                     | Unilever PLC                   | Unilever United States, Inc.       
|Corporate Relations Department                                                                    | Corporate Relations Department | Corporate Affairs Department       
|Weena 455, PO Box 760                                                                             | PO Box 68, Unilever House      | 700 Sylvan Avenue, Englewood Cliffs
|3000 DK Rotterdam                                                                                 | Blackfriars, London EC4P 4BQ   | NY 07632                           
|                                                                                                  |                                |                                    
|Telephone                                                                                         |                                | +31 (0)10 217 4000                 
|Telefax                                                                                           |                                | +31 (0)10 217 4798                 
|                                                                                                  |                                |                                    
|Any queries can also be sent
    to us electronically viawww.unilever.com/resources/contactus.asp
|                                                                                                 

184UnileverAnnual Report and Accounts 2004

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Index

Accounting
         policies
   17-18, 53, 96-98, 122, 155-159 Acquisitions
   20, 134-135 AdeS
   10, 30-31, 48-49 Africa, Middle
    East and Turkey
  44-45, 69, 166, 168 Amora
   10, 12, 27, 165 Amortisation
   2, 4, 7, 19-20, 24-49, 97, 99,
       102-106,108, 112-114, 150, 155-157 Annapurna
   10 Annual General
    Meeting (or AGM)
  53-54, 58-59, 132,171, 174, 181, 184 Asia and Pacific
   46-47, 69, 167 Associates
   15, 97-99, 101-103, 106, 109-111, 115,133, 147, 158-161, 168 Auditors
   56, 67, 90, 92,
       95, 108, 171, 173-174 Axe
   11, 35, 38-39, 41-43, 49 Balance sheet
   17, 21-22, 96-99, 101, 148, 150, 155,163-164, 169, 172 Becel
   10, 13, 28-29, 40-41, 43 BEIA
   2, 4, 7, 19-20, 24-49 Ben & Jerrys
   10, 32, 42 Bertolli
   10, 12, 26, 41, 43 Bestfoods
   18, 20, 109, 133, 156 Beverages
   10, 30-31, 102 Birds Eye
   10, 32-33 Blue Band
   10, 28-29, 41 Board(s)
   9, 52-70, 90, 92 Borrowings
   21-22, 51, 53, 57, 100-101, 118-119,138, 148, 163-164 Breyers
   10, 12, 32-33, 42-43 Calvé
   10, 12, 27 Calvin Klein
   11 Capital and reserves
   18, 21, 96, 101, 121, 131,
       148, 150-151, 155, 163-164, 169, 172 Capital expenditure
   22, 100, 105, 114, 137, 151-152, 162 Carte dOr
   10, 33 Cash
   21-22,51,
       100-101, 117, 121, 138, 148,150-151, 162-164, 169-170, 172-173 Cash flow
   3, 6, 9, 17, 21-22, 51, 96, 100, 136-137,151, 158, 162 Chairman
  8-9, 15, 53-56, 58, 62, 64-66,
    68, 70, 73-74, 147 Cif
   11, 37 Clear
   11 Close Up
   11, 38 Code of Business Principles
  14, 56-57, 90, 92 Comfort
   11, 36-37 Commitments
   21, 114, 134 Community
   13, 174 Contingentliabilities
   134, 170, 173 Cornetto
   10, 32-33 Corporate governance
   52-71, 84, 90 Country Crock
   10, 26, 28 Creditors
   98, 101, 121-122, 148, 150, 163-164,169-170, 172-173 Current investments
   21-22, 97, 101, 117, 121, 137-138,148, 150, 158, 163-164, 172-173


Debtors
   97, 101, 116,
       121, 148, 150, 163-164,169-170, 172-173 Deferred tax
   18, 21, 97, 100-101, 110-111, 116, 130,154-155, 158, 170, 173 Depreciation
   97, 105, 108, 114 Disposals
   20-21, 100, 135, 137, 151, 155, 162 Diversity
   15, 174 Dividends
   7, 18, 21-22, 52-53, 60, 96, 99-100, 113, 122,132-133, 137, 150-151, 155, 158, 160-162,170-171, 173-174, 177, 179-181, 184 Domestos
   11, 37 Dove
   10-11, 35, 38-41, 43, 45 Earnings per share
   7, 19-20, 66-67, 99, 112, 150-151, 154 Employees
   13-15, 108, 174 Environment
   12-14, 16-17, 50, 109, 130, 134 Equalisation Agreement
   17, 52-53, 59-60, 66, 96, 112,132, 171, 177 Europe
   40-41, 69, 165-166, 168 Exceptional items
   2, 4, 7, 19-20, 24-49, 98-99, 102-104,106, 109, 112, 136, 150 Exchange rates
   2, 17, 51, 60, 96-97, 153 Executive Director
   53-54, 56-57, 68, 70-85, 89, 108 Financial calendar
   184 Financial instruments
   18, 22, 51, 98, 120-121, 154-155, 158 Findus
   10, 32 Fixed investments
   97, 99, 101, 115-116, 121, 137, 148, 150,158, 160-161, 163-164, 168-170, 172-173 Flora
   10, 13, 28-29, 40-41 Foods
   10, 24-33, 52, 68-70 Foreign currency
   17, 22, 51, 96-98, 117-121, 153, 155, 158 Free cash flow
   3, 6, 22, 51, 149 Goodwill
   2, 4, 7, 17-21, 24-49, 90, 97, 99, 101, 108-109,113-115, 131, 133-135, 148, 150, 154-158,
    163-164 Hellmanns
   10, 12, 26-27, 41, 43, 48 Home and Personal Care
  10-11, 34-39, 52, 68-70 Home care
   10-11, 36-37, 102 Ice cream and frozen
    foods
  10, 32-33, 102 IFRS
   18, 90 Iglo
   10, 32-33 Impairment
   9, 17-19, 30, 42, 90, 97-98, 105, 108-109,113-114, 136, 149, 151, 154-157 Intangible assets
   2, 4, 7, 17-20, 24-50, 97, 99, 101, 108,113-114, 135, 137, 148, 150, 154-157,163-164, 172 Interest
   4, 6, 19-20, 22, 51, 96-99, 109, 115, 117-121,137, 148-150, 154-155, 157-158, 160-161 Internal control
   56-57, 63, 67, 90, 92 Joint ventures
   3, 15, 19-20, 97-100, 102-103, 106, 109-111,115, 133, 137, 147, 151, 158-162,
       168 Klondike
   10, 12, 32-33, 42




UnileverAnnual
Report and Accounts 2004     185

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Index

Knorr
   10-11, 26-27, 33, 41, 45, 47-49 Latin America
   48-49, 167 Leases
   16, 21, 97-98, 100, 108, 114, 118, 121-122,134, 137-138, 159 Legal
   16-17, 52, 56, 90, 130, 177 Lifebuoy
   11, 13, 47 Lipton
   10, 12, 20, 25, 27, 30-31, 41, 43, 45, 47 Listings
   2, 52, 76, 177 Lux
   10-11, 35, 38-39, 45, 47, 49 Magnum
   10, 32-33, 41 Margin
   4, 7, 19-20, 24-49, 151 Market capitalisation
   21 Minority interests
   19-20, 96, 99, 101, 137, 148, 150,160-161, 163-164 Net debt
   9, 19-22, 100, 120, 138, 151 Net profit
   4, 19-20, 96, 99-100, 133, 148, 150-151,154, 160-161 Netherlands
   2, 17, 19, 52, 55-56, 58, 60-66, 71-72,74-76, 78-79, 84,
       89-90, 92, 96, 99, 132,169-171, 175, 177, 179, 187 Non-Executive Director
   53-56, 58, 61-62, 64-66, 68-70, 86-90 North America
   42-43, 69, 166, 168 Omo
   10-11, 36-37, 44-45, 48-49 Operating profit
   2-4, 7, 19-20, 24-49, 96, 98-99, 102-104,106, 109, 136, 148, 150, 152, 160-161 Path to Growth
   2-3, 8, 19-21, 50, 71, 73-74, 98, 109,112, 130, 135 Pensions
   17, 19-21, 23, 50, 57, 71, 74-76, 83-84, 89, 97,99-101, 108, 122-129, 131, 133, 148, 150,154-155, 158, 160-161, 163-164, 169-173 Personal care
   10, 38-39, 102 Ponds
   11, 39, 47 Popsicle
   10, 12, 33 Preference shares and
      dividends
  16, 18, 59-61,
      63, 66, 85,99, 101, 112, 131-133, 137,147, 150, 169, 171, 175, 184 Prestige
   10-11, 14, 38-41, 43 Profit and loss account
  96-99, 148, 150,
      154, 160-161,169, 172 Provisions
   16-17, 19, 97, 101, 109, 116, 130, 148,150, 163-164, 169-170, 172-173 Radiant
   11, 36, 49 Rama
   10, 28-29, 41 Related party transactions
   15, 147 Remuneration
   53, 55-56, 63, 71-89, 108, 139


Research and development
   11, 50, 98, 108 Restructuring
   19-20, 98, 101, 109, 130, 154-155, 157 Return on
         investedcapital(ROIC)
   3, 5, 19-20, 149, 151 Rexona
   11, 38-41, 45, 49 Risk management
   50-51, 53, 56-57, 63, 90, 92 Sarbanes-Oxley
   56, 64, 67, 90, 92 Savoury and dressings
   10, 24-27, 102 Share-based compensation
   17, 56, 71, 73-75, 77-82, 98,138-147, 154, 159, 176 Share capital
  7, 18, 53, 58-60,
      66, 85, 88, 96, 100-101,131-132, 163-164, 169-170, 172 Share prices
   178 Shareholders
   52-67,
      71, 95-96, 132, 175, 177, 179-181, 187 Signal
   11, 38 Skip
   11 Skippy
   28 Slim•Fast
  6, 9-10, 12, 18-19,
      22, 25, 30-31, 42-43,90, 104, 109, 113, 156 Snuggle
   11 Solero
   10 Spreads and cooking products
   10, 28-29, 102 Staff costs
   108 Statement of total recognised gains and losses
   100 Stocks
   97, 101, 116, 148, 150, 163-164 Suave
   11 Sunsilk
   11, 35, 38-39, 41, 45, 49 Surf
   10-11, 13, 45, 47, 49 Tangible fixed assets
   16-17, 97, 101, 107-108, 114, 118,134, 137, 148, 163-164 Taxation
  4, 19-20, 51, 99-100,
      110-111, 122, 148, 151,154-155, 160-162, 170, 173, 179-180 Totalshareholder return(TSR)
   23, 76 Treasury
   22, 51 Turnover
  3-5, 7, 19-20, 24-51, 98-99,
      102-104, 106-107,148, 150-152, 158, 160-161 UnileverFoodsolutions
   10, 24 United Kingdom
      (UK)
  2, 17, 52, 55-56,
      58-61, 64-66, 71-72,74-76, 78-79, 84-85,
      89-90, 92,96, 110, 172-175, 177, 180, 187 US GAAP
   126, 151, 154-159 Vaseline
   11, 38 Vitality
   8, 11-12, 24, 48 Website
  2, 13-14, 18,
      53-56, 58-59, 61-62, 64-66,90, 92, 184, 187 Wishbone
   10, 12




186UnileverAnnual Report and Accounts 2004

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Website Shareholders are encouraged to visit our websitewww.unilever.com, which has a wealth of information about Unilever. There is a section designed specifically for investors
atwww.unilever.com/ourcompany/investorcentre.
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 conference and investor/analyst presentations. You can also view this years and prior
years Annual Review and Annual Report and Accounts documents atwww.unilever.com/ourcompany/investorcentre/financial_reports. PLC shareholders can elect not to receive paper copies of the Annual Review, the Annual Report and Accounts and other shareholder documents by registering atwww.unilever.com/shareholderservicesif they prefer to view these on our website.


Share registration NetherlandsN.V. Algemeen Nederlands Trustkantoor ANTPO Box
         110631001 GB AmsterdamTelephone
   +31 (0)20 522 2555Telefax
   +31 (0)20 522 2500e-mail
   registers@ant-trust.nl UKLloyds TSBRegistrarsThe CausewayWorthingWest Sussex BN99 6DATelephone
   
   +44 (0)870 600 3977Telefax
   
   +44 (0)870 600 3980Website
   www.unilever.com/shareholderservicesUSAJPMorgan Service CenterPO Box 43013ProvidenceRI 02940-3013Toll free phone (inside US)
   888 502 6356Toll phone (outside US)
   +1 (0)781 575 4328Website
   www.adr.com




Publications Copies of the following publications can be accessed
directly or ordered throughwww.unilever.com/ourcompany/investorcentre/financial_reports. Unilever Annual Review 2004
Including Summary Financial Statement. Available in English or Dutch, with financial information in euros, sterling and US dollars. Unilever Annual Report and Accounts 2004
Available in English or Dutch, with figures in euros. It forms the basis for the Form 20-F that is filed with the United States Securities and Exchange Commission. Quarterly Results Announcements
Available in English or Dutch, with figures in
euros; supplements in English, with sterling or US dollar figures, are available.




UnileverAnnual
Report and Accounts 2004     187

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|Unilever N.V.Weena 455, PO Box 760 
    3000 DK Rotterdam 
    The Netherlands                                |                        
|------------------------------------------------------------------------------------------------------------- | -----------------------
|T                                                                                                             | +31 (0)10
    217 4000 
|F                                                                                                             | +31 (0)10
    217 4798 
|                                                                                                             
|Unilever PLCPO Box 68, Unilever House 
   Blackfriars, London EC4P 4BQ 
   United Kingdom                    
|T                                                                                                             | +44 (0)20
    7822 5252
|F                                                                                                             | +44 (0)20
    7822 5951
|                                                                                                             
|Unilever PLC registered officeUnilever PLC 
   Port Sunlight 
   WirralMerseyside CH62 4ZD 
   United Kingdom
|                                                                                                             
|www.unilever.com                                                                                             



---



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 N.V.(Registrant)



/s/ J A A van der Bijl

___________________________________
  (Signature)J A A van der Bijl, Joint Secretary

Date: 24 March 2005



---



Item 19. Exhibits

|ExhibitNumber |  | Description
            of Exhibit                                                                                                                                                                                                                        
|------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|              |  |                                                                                                                                                                                                                                                           
|1.1           |  | Articles
            of Association of Unilever N.V., as amended                                                                                                                                                                                          
|2.1           |  | Indenture dated as of August
          1, 2000, among Unilever Capital Corporation, Unilever N.V., Unilever
          PLC, Unilever United States, Inc. and The Bank of New York, as Trustee,
          relating to Guaranteed Debt Securities 1          
|2.2           |  | Trust Deed dated as of July
          22, 1994, among Unilever N.V., Unilever PLC, Unilever Capital Corporation,
          Unilever United States, Inc. and The Law Debenture Trust Corporation
          p.l.c., relating to Guaranteed Debt Securities 2
|4.1           |  | Equalisation
          Agreement between Unilever N.V. and Unilever PLC 3                                                                                                                                                                                 
|4.2           |  | Service
            Contracts of the Executive Directors of Unilever N.V.                                                                                                                                                                                 
|4.3           |  | Letters
            regarding compensation of Executive Directors of Unilever N.V.                                                                                                                                                                        
|4.4           |  | Unilever North
          America 2002 Omnibus Equity Compensation Plan 4                                                                                                                                                                                  
|4.5           |  | The Unilever
          N.V. International 1997 Executive Share Option Scheme 5                                                                                                                                                                            
|4.6           |  | The Unilever
          Long Term Incentive Plan 6                                                                                                                                                                                                         
|7.1           |  | Computation of Ratio of
          Earnings to Fixed Charges, Net Interest Cover and Net Interest Cover
          Based on EBITDA (Before Exceptional Items) 7                                                                                             
|8.1           |  | List of Subsidiaries 8                                                                                                                                                                                                                                    
|10.1          |  | Consent
            of PricewaterhouseCoopers Accountants N.V. and PricewaterhouseCoopers
            LLP                                                                                                                                                 
|12.1          |  | Certifications
            of the Chairman and Joint Chief Executive, Vice-Chairman and Joint
            Chief Executive and Financial Director/Chief Financial Officer pursuant
            to Section 302 of the Sarbanes-Oxley Act of 2002.           
|13.1          |  | Certifications
            of the Chairman and Joint Chief Executive, Vice-Chairman and Joint
            Chief Executive and Financial Director/Chief Financial Officer pursuant
            to Section 906 of the Sarbanes-Oxley Act of 2002.           

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
|2
|3
|4
|5
|6
|7
|8
| 

---