Blueprint
FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT OF
FOREIGN ISSUER
Pursuant
to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the
month of April, 2017
UNILEVER
N.V.
(Translation
of registrant's name into English)
WEENA 455, 3013 AL, P.O. BOX 760, 3000 DK, ROTTERDAM, THE
NETHERLANDS
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual
reports
under
cover Form 20-F or Form 40-F.
Form
20-F..X.. Form 40-F
Indicate
by check mark if the registrant is submitting the Form 6-K in
paper
as
permitted by Regulation S-T Rule 101(b)(1):_____
Indicate
by check mark if the registrant is submitting the Form 6-K in
paper
as
permitted by Regulation S-T Rule 101(b)(7):_____
Indicate
by check mark whether the registrant by furnishing the
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contained
in this Form is also thereby furnishing the information to
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Commission
pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.
Yes
No ..X..
If
"Yes" is marked, indicate below the file number assigned to the
registrant
in
connection with Rule 12g3-2(b): 82- ________
Exhibit
99 attached hereto is incorporated herein by
reference.
Signatures
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
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UNILEVER
N.V.
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/S/
T.E. LOVELL
By T.E.
LOVELL
SECRETARY
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Date:
06th
April, 2017
EXHIBIT INDEX
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EXHIBIT
NUMBER
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EXHIBIT
DESCRIPTION
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99
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Notice
to London Stock Exchange dated 06th
April 2017
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Unilever Review Outcome
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Exhibit
99
This announcement contains inside information
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ACCELERATING SUSTAINABLE SHAREHOLDER VALUE CREATION
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Key highlights
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Reconfirming
our commitment to a proven long-term model of compounding growth
and sustainable value creation
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Accelerating
Connected 4 Growth and targeting a 20% underlying operating margin,
before restructuring, by
2020
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Combining
Foods and Refreshment into one organisation, unlocking future
growth and faster margin progression
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Active
portfolio management continuing, including a decision to exit
Spreads and a review of dual-headed legal
structure with the objective of simplification and
flexibility
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Establishing a
net debt / EBITDA target of 2x and launching a share buy-back of
€5 billion this year
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Raising
dividend by 12%, reflecting increased confidence in the outlook for
profit growth and cash generation
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Marijn
Dekkers: Chairman statement
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"The
review that the Board has undertaken has been detailed and
comprehensive. It has confirmed that our model of long-term
shareholder value creation has been successful and remains as valid
as ever. The actions we are now going to take are fully
supported by the Board."
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Paul
Polman: Chief Executive Officer statement
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"With
the transformation of Unilever, we have built on a portfolio of
strong and growing brands delivered to consumers across the world.
We have established a responsible investment-led growth model that
is well-equipped with global scale and unrivalled distribution
strength in emerging markets. This has resulted in consistent,
competitive, profitable and responsible growth and attractive
returns for our shareholders. The faster pace of change that we are
seeing in our markets and competitive set requires us to continue
to set the bar higher. This was the main driver for the
implementation of the Connected 4 Growth programme announced last
year.
Our
recent review concluded once more that our strategy for long-term
value creation through growth and compounding returns on investment
is the right one for Unilever and for our shareholders. It also
highlighted the opportunity to go faster and further. The progress
already made with Connected 4 Growth allows us to now accelerate
the programme. This will be further enabled by the next step, which
is the establishment of an integrated Foods & Refreshment unit,
a leaner and more focussed business that will continue to benefit
from our global scale and footprint. This acceleration allows us to
unlock sustainable value faster and target an overall underlying
operating margin, which excludes restructuring, of 20% by 2020.
Progress and performance will be reported on with greater
granularity in our financial communication.
The
review has also highlighted the opportunity for accelerated
development of our portfolio. After a long history in Unilever, we
have decided that the future of the Spreads business now lies
outside the Group. We will look to increase our strategic
flexibility for further portfolio optimisation through a review of
the dual-headed legal structure, with a view to simplifying
it.
We will
support our business with a higher level of leverage, while
retaining the benefits of a strong credit rating. This will enable
us to enhance value for shareholders through increased capital
returns, while maintaining operational and strategic
flexibility.
For
2017, we remain on track to deliver underlying sales growth ahead
of our markets, in the 3-5% range, and we expect an underlying
operating margin improvement of at least 80bps. We feel confident
that the changes we are announcing today will accelerate the
transformation of Unilever and the delivery of sustainable
shareholder value over the long term."
6 April 2017
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ACCELERATING SUSTAINABLE SHAREHOLDER VALUE CREATION
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Commitment to our proven, long-term model of compounding growth and
sustainable value creation
Our
growth model is simple, but powerful: growth that is consistent,
competitive, profitable and responsible. This is fuelled by
sustained investment in our business. We have many of the
best-known brands in the world and continue to build them with
global and local innovations that add value with technology-driven
benefits.
Our
geographic presence is very strong with both global scale and 57%
of our sales in emerging markets where the future growth
opportunities are greatest. As a result, we have consistently grown
ahead of our markets, steadily improved profitability and cash
flow, and delivered a Total Shareholder Return of 190% over the
last eight years.
Acceleration of Connected 4 Growth
The
Connected 4 Growth programme drives both growth and profitability.
It includes growing the core of our business through innovation,
expanding in fast-growing segments and building in new channels. It
also drives greater efficiency in our cost base through Zero Based
Budgeting. We remain committed to continued growth ahead of our
markets, supported by a total brand and marketing investment of
around €30 billion over the next four years.
We are
progressing well with the implementation of Connected 4 Growth and
are starting to see the benefits from the changes we have been
making. The set-up of the new country category business teams
increases our category focus and agility at a local level, while
continuing to benefit from the global scale of our research &
development and innovation programmes. This enables us to take the
next step with the establishment of an integrated Foods &
Refreshment unit, which will be located in the Netherlands which is
the centre of gravity for our European Foods business and where we
have established another world-class research and development
facility. The organisation and cost structure for this new unit
will be re-designed to reflect the large scale we have in developed
markets, while sustaining faster growth in emerging
markets.
At the
same time, we will accelerate the margin improvement initiatives
already underway in Connected 4 Growth. Together with the
integration of Foods & Refreshment, this allows us to target an
overall increase in underlying operating margin, which excludes
restructuring, from 16.4% in 2016 to 20% by 2020. We are increasing
our target for cumulative savings, to be delivered over the next
three years in overheads, and through increased efficiency of our
brand and marketing investment, from over €1 billion to
€2 billion. In addition, we are rolling out the holistic
'5-S' gross margin programme from Home Care into all categories,
raising expected supply chain savings from a cumulative €3
billion to €4 billion over the next three years. In total,
this increases the expected cumulative savings over this period
from €4 billion to €6 billion. The total restructuring
costs for the accelerated programmes, including both the new
initiatives and ongoing activities, are expected to be around
€3.5 billion for the 2017-2019 period.
In
order to provide transparency on the amount and impact of ongoing
restructuring, during a time of accelerated change, we are
introducing the measures of underlying operating profit and
underlying EPS, both of which exclude all restructuring costs.
These measures will be reported alongside the GAAP measures, and
will replace core operating profit and core EPS which included all
restructuring costs other than those related to M&A. We will
also provide enhanced segmental information on invested capital to
enable investors to have a better understanding of the drivers of
value creation per category.
Active portfolio management
We will
accelerate the active management of our portfolio through bolt-on
acquisitions and disposals. In 2015 we set up a separate Baking,
Cooking and Spreads unit to allow greater focus on the issues
facing the business. The unit has responded well to this
focus, reducing costs, increasing cash generation and holding
market share. However, the underlying category remains
challenged in developed markets and we have now taken the decision
to launch a process to either sell or demerge Spreads.
Looking
ahead, we see it as important to create greater optionality for
future strategic portfolio change. As we evaluated the alternatives
for our Spreads business, it was apparent that our dual-headed (NV
and PLC) legal structure adds complexity when undertaking such
changes. Accordingly, we will review our legal structure with the
objective of achieving greater simplification and strategic
flexibility. As part of this review, which we expect to complete by
end of 2017, we will investigate and take actions, if appropriate,
that assist in implementing that corporate structure
change.
Balance sheet and use of cash
With
the acceleration of Connected 4 Growth we expect to increase our
cash conversion ratio to 100% by 2020. This is defined as free cash
flow as a percentage of net profit, before profits and losses on
disposals. This, together with continued growth ahead of our
markets and accelerated margin improvement will lead to a further
step-up in our cash generation.
We plan
to increase the leverage on our balance sheet, while maintaining
the strategic flexibility for accretive acquisitions. In the
absence of such acquisitions, we will return cash to shareholders.
We will continue to benefit from a strong credit rating which gives
both balance sheet flexibility and continued access to attractive
funding through the debt capital markets.
We can
achieve these objectives by targeting a net debt to EBITDA ratio of
around 2x, whilst remaining committed to at least an A/A2 rating.
This appropriately reflects the balance of our Home Care and
Personal Care businesses, with significant growth opportunities in
emerging markets, and our Foods & Refreshment business, with
its substantial developed market presence.
We will
maintain our targeted leverage level over time through periodic
returns of capital through either share buy-backs or special
dividends. The level of returns will be continually assessed
against the opportunity to undertake value-enhancing acquisitions.
We will start with a share buy-back programme of €5 billion
in 2017.
2017 outlook and dividend
We
maintain our full year outlook of underlying sales growth of 3-5%
in continued challenging market conditions. We now expect the
acceleration of our Connected 4 Growth and Zero Based Budgeting
programmes to deliver an underlying operating margin improvement of
at least 80bps.
Reflecting
our confidence in the delivery of the accelerated plans, we intend
to raise the dividend by 12% for the coming year. The amount of the
next quarterly dividend will be announced in our Q1 trading
statement on 20th April. The share
buy-back programme of €5 billion will be launched over the
remainder of this year.
Underlying operating profit (UOP), underlying operating margin
(UOM)
UOP and UOM are operating profit and operating margin,
respectively, before the impact of business disposals, acquisition
and disposal related costs, restructuring costs, impairments and
other one-off items.
Underlying earnings per share (underlying EPS)
Underlying
EPS is calculated as underlying earnings divided by the diluted
combined average number of share units. In determining underlying
earnings, net profit attributable to shareholders' equity is
adjusted to eliminate the post-tax impact of business disposals,
acquisition and disposal related costs, restructuring costs,
impairments and other one-off items.
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INVESTOR AND ANALYST CONFERENCE CALL
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A presentation and discussion of the outcome of the review will be
held at 10.00 a.m. British Summer Time
today, 6th April 2017. The webcast will be available at:
www.unilever.com/investor-relations/
Where
relevant, these actions are subject to the appropriate
consultations.
This
announcement contains forward-looking statements, including
'forward-looking statements' within the meaning of the United
States Private Securities Litigation Reform Act of 1995, including
statements related to underlying sales growth, underlying operating
margin, the benefits of corporate restructuring, restructuring
costs, expected dividend increases, our cash conversion ratio and
share buy-back. Words such as 'will', 'aim', 'expects',
'anticipates', 'intends', 'looks', 'believes', 'vision', 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
Unilever Group (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. Among other risks and uncertainties,
the material or principal factors which could cause actual results
to differ materially are: Unilever's global brands not meeting
consumer preferences; Unilever's ability to innovate and remain
competitive; Unilever's investment choices in its portfolio
management; inability to find sustainable solutions to support
long-term growth; customer relationships; the recruitment and
retention of talented employees; disruptions in our supply chain;
the cost of raw materials and commodities; the production of safe
and high quality products; secure and reliable IT infrastructure;
successful execution of acquisitions, divestitures and business
transformation projects; economic and political risks and natural
disasters; the effect of climate change on Unilever's business;
financial risks; failure to meet high and ethical standards; and
managing regulatory, tax and legal matters.
These
forward-looking statements speak only as of the date of this
announcement. 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. Further details of potential risks and uncertainties
affecting the Group are described in the Group's filings with the
London Stock Exchange, Euronext Amsterdam and the US Securities and
Exchange Commission, including in the Annual Report on Form 20-F
2016 and the Unilever Annual Report and Accounts 2016.
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Media: Media Relations
team
Investors: Investor
Relations team
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UK
+447917271819 treeva.fenwick@unilever.com +442078226830 investor.relations@unilever.com
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Or
+44 78 2504 9151 louise.phillips@unilever.com
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NL
+31 61 5008 293 fleur-van.bruggen@unilever.com
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Tulchan:
Andrew
Grant +44 7860 245
177
Jonathan
Sibun +44 7779 999 683
Martin
Robinson +44 7977 071 178