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unileverseccommentletter

  Unilever PLC   Unilever House   100 Victoria Embankment  London EC4Y 0DY  29 October 2024  Via EDGAR  United States Securities and Exchange Commission  Division of Corporation Finance  Office of Industrial Application and Services  100 F Street, N.E.  Washington, D.C. 20549  Attention: Julie Sherman and Kristin Lochhead  Re:  Unilever PLC  Form 20-F for the Fiscal Year Ended December 31, 2023  Filed March 14, 2024  File No. 001-04546  Dear Ms. Sherman and Ms. Lochhead:  I refer to your letter dated October 21, 2024, setting forth comments of the Staff of the Division  of Corporation Finance of the Securities and Exchange Commission (the “Staff”) relating to the  annual report on Form 20-F for the fiscal year ended December 31, 2023 (the “2023 Form 20-F”) of  Unilever PLC (the “Company” and, together with its subsidiaries, “Unilever” or the “Group”) (File  Number 001-04546).  Unilever’s responses to the Staff’s comments on the 2023 Form 20-F are set forth below. To  facilitate the Staff’s review, we have included in this letter the captions and numbered comments from  the Staff’s comment letter in italicized text and have provided our responses immediately following  each numbered comment.  Form 20-F for the Year Ended December 31, 2023    Review of the Year, page 6  1. We reference certain statements on pages 6 and 8 that begin with a discussion of underlying  sales growth, underlying operating margin and underlying earnings per share without  including the most directly comparable GAAP measure more prominently. In future filings,  please review your presentations of all non-GAAP measures disclosed throughout your filing,  and revise as needed to present with equal or greater prominence the most directly  comparable financial measure or measures calculated and presented in accordance with  GAAP as required by Item 10(e)(1)(i)(A) of Regulation S-K. You may also reference Question  102.10(a) of the Compliance and Disclosure Interpretations for Non-GAAP Financial  Measures.

      2  Response:  The Company respectfully acknowledges the foregoing Staff comment. The Company will  revise its disclosure accordingly in future filings.  Our Performance, page 56  2.  In future filings, expand your definition of ‘non-underlying items’ on page 61 to clarify why  certain items are identified as ‘non-underlying’ based on their nature and frequency, and why  management believes it provides useful information to investors. In this regard, your  disclosure should discuss what it is about the nature and frequency of certain items that results  in an item of income or expense to be classified ‘nonunderlying.’  Response:  The Company respectfully acknowledges the foregoing Staff comment. The Company will  revise its disclosure accordingly in future filings.  3.  Revise future filings to also present your GAAP operating cash flow to net profit ratio, GAAP  return on invested capital and GAAP return on assets, since the non-GAAP measure of these  items are presented. Refer to Item 10(e)(1)(i)(A) of Regulation S-K, Question 102.10(a) of the  Compliance and Disclosure Interpretations for Non-GAAP Financial Measures and footnote  27 to SEC Release No. 33-8176.  Response:  The Company respectfully acknowledges the foregoing Staff comment. The Company will  revise its disclosure accordingly in future filings.  *****   To the extent that you have any questions or would like to discuss further, please do not  hesitate to contact Maria Varsellona, Chief Legal Officer and Group Secretary or Prakash Kakkad,  General Counsel Corporate and Deputy Group Secretary, each of whom can be reached on Tel: +44  (0) 779 562319 or +44 (0) 7979 968 531.     Sincerely,     /s/ Fernando Fernandez  Fernando Fernandez   Chief Financial Officer  Unilever PLC