Hello, everybody. I'm Warren Ackerman, Head of EU Staples at Barclays. I'm delighted to be with Fernando today. Fernando, I think it's about a year since we sat down together. It feels like an eternity with the volatility in geopolitics. Although, I'm sure the ceasefire last night will be welcome. It's also been equally busy for you guys, with the Magnum spin completed and the McCormick food proposal. What I want to try and do today is to split our conversation into three parts. The first part is to better understand the proposed transaction. Secondly, a little bit about some of the technical details, because it's quite a complex deal.
Mm-hmm.
Thirdly, to get a little bit behind your vision longer term as a pure play HPC company, with that, I'm going to go straight into it. The first question, Fernando, is I've been covering Unilever a long time. In fact, I was even there when Unilever bought Bestfoods back in 2000. I remember the deal, $25 billion deal, which brought in Hellmann's and Knorr. Two and a half decades later, we're going full circle with the exit of Foods. You've just done the Magnum disposal. There's massive volatility in geopolitics. Can I start really with the elephant in the room and just ask, why now?
Well, first of all, thank you for having me. In this, I feel many things happened in the last year. We're focusing what we can control, and I'm really satisfied with the fact that I believe we have really improved the fundamentals of the business when it comes to product innovation, consumer engagement, execution, and that has resulted in our performance both in our Food business and in our HPC business, as you know. I feel we are announcing the transaction from a position of strength, and this is very important for us. This is not a transaction that is defined by the need of producing a turnaround. This is a transaction that is absolutely aligned with the strategic path in which Unilever is. I'm glad also that the question is changing from why not into why now.
Yeah.
The question I used to receive the most was why not. This is a transaction that was originated by an inbound proposal that came from one of the companies that we respect most in Foods, a company that has a significant complementarity with our Foods portfolio. We have strike a deal in which we believe is an attractive valuation. It basically allow us to separate Foods in multiples that are similar to Unilever multiples and to the multiples of the highest value food business that are listed. It's fundamentally what I call a growth-led separation of Foods. I feel, you know, Warren, that I'm obsessed with volume growth as a key metric. This is fundamentally about improving the volume growth potential of both the HPC.
Mm-hmm
Pure play that Unilever will be, and the combined McCormick Unilever Foods business. I really believe that this is absolutely possible. In the case of HPC, we are ending in a Unilever that is much simpler with a category setup that is really common in categories that share a fast innovation cycle with a clear shared set of capabilities. These are categories in which we have already been performing. This is not the need of turning around the business. If you look at our HPC business, in the last three years, our compound annual growth rate was 5.4%. Our volume growth was 2.5%, and this is clearly above the market.
When it comes to Foods, we are combining here two businesses resulting in a EUR 20 billion revenue for the new McCormick in a very focused way, with clear leadership positions from herbs and spices to stock cubes, from mayonnaise to mustard, to hot sauces, across retail and food service, across developed markets and emerging markets. We really believe that we are building here two very focused businesses with significant growth potential, clearly superior to the one that the sector has.
The reception from the market hasn't been the best. I think your shares are down 9%. Some investors are questioning the value creation. Some people have said to me, "Wouldn't a clean break be better?" There are other investors out there that are a bit worried about owning shares in a company, McCormick, that they maybe don't know very well. It's going to be quite highly levered. What can you say to those investors to reassure them that this is the right deal at the right time?
Yeah. You know I never blame markets.
Mm-hmm.
Markets are imperfect in the short term.
Mm-hmm.
In the long term, they reward companies with good fundamentals and consistent delivery.
Mm-hmm.
What I have to do here, and what Unilever has to do here, is to ensure that we deliver consistently across time. Regarding the deal, I feel McCormick is a very special foods company. I know European investors don't know that company very well. I feel we have both the McCormick team and the Unilever team has a role here in explaining what McCormick is. It's a clear leader in a very focused vertical like flavor that is one of the few verticals in foods that sees GLP-1 as a structural tailwind and not a headwind in a vertical that is not exposed to growing private label presence. It's a company that has a history of acquiring brands, integrating them properly, and growing them.
Probably the best example of that is the acquisition of the Reckitt Benckiser brands, food brands in the past, in which they have done an excellent job. Regarding leverage, the new McCormick will be a $20 billion business.
Mm-hmm
With a gross margin in the mid-40s%.
Okay
With a starting operating margin of 21%, the possibility of deleveraging from 4x-3x in 2-3 years is absolutely at reach.
Yeah
Without compromising the heavy investment behind the brands that both Unilever Foods and McCormick have done in the last few years.
Yeah.
That is a clear differentiation with the food industry and without compromising what has been historically a very attractive dividend payout.
Okay. Maybe touching a bit more on McCormick, the valuation of food companies is quite challenged. You've kind of touched on it a little bit. Why is McCormick different to other U.S. food companies?
Mm-hmm.
Why is Unilever the right partner?
Mm-hmm
For the business? I'm just trying to understand the upside.
Yeah
For Unilever shareholders when they eventually become.
Yeah
McCormick shareholders.
The food industry is full of companies with poor growth exposure, uninvested brands, and structural headwinds. I feel McCormick is very different, and the combination between McCormick and Unilever Foods will be very different because flavor is one of the few verticals in which there is structural growth. More consumption of protein has a significant correlation with flavor growth. Because protein consumption goes up, you have to flavor it.
Yeah.
Flavor and condiments is one of the categories that is growing across all the different generations, particularly with Gen Z generation. The first point that is distinctive about McCormick is they play in a category vertical that is seriously attractive and superior to most of the food industry. It's a very focused company. It will be very large, $20 billion revenue, one of the top five.
Yeah
Food companies in the consumer goods sector. It will have a gross margin profile that is what I used to call edible personal care when I was talking about Unilever Foods. It's a common feature with McCormick. This is a company in which, if you look at the combined Unilever Foods and McCormick, last year grew 2.4%. It's very clear that there are synergies here. There are definitely cost synergies that are real. We have estimated that in $600 million.
Yeah.
There are potential revenue synergies that are sizable, and I will mention some of that. There is a gross margin structure that allows significant investment behind the brands.
Yeah
To accelerate that growth. What are the potential revenue synergies that we see? I think in the McCormick brand expansion using the international infrastructure of Unilever food business. Think in the expansion of Hellmann's in front of house in the U.S.
Yeah
Using the McCormick food service structure. Think in the broad range of McCormick supporting the Knorr foods expansion into food service in international markets. Think in brands like Cholula or Maille, the kind of geographical expansion they have, being brands that are in perfect spot of the premium space in foods.
Yeah.
We see significant potential revenue growth there. For me, the algorithm that McCormick has established of 3%-5% top-line growth with 23%-25% operating margin is absolutely reachable in 3 years-5 years time. If Unilever shareholders decide to keep owning that, this will create a lot of value for them. It is important also to highlight that we are giving Unilever shareholders, we are not giving them more exposure to foods.
Yeah.
We are giving them a better exposure to foods. We are making our Unilever foods brands being part of a new company in which they will be an absolute priority. We will make them part of a company in which there is significant revenue and cost synergies opportunities. We are giving them optionality because they can continue owning foods, they can reduce exposure to foods if they want, and they can eliminate their exposure to foods if they want. This is very different to the current situation in which when foods is part of Unilever, you don't have that choice. Finally, we are giving them an HPC business that is outperforming the market, and at the same time has a 20%-25% valuation discount versus peers.
Yeah.
I see upside on that. We see three potential elements of value creation for our shareholders in this transaction.
In terms of the margins, are you giving the business that's well invested? Because clearly if I look at the foods margins over the last couple of years, they've really moved up quite sharply to 22.5%, is there still potential growth from that level?
Well, the Unilever Foods Brand and Marketing Investment is 10% of revenue.
Okay.
I believe there is not a single company in the sector with that kind of level of investment.
Yeah.
If you look at the McCormick retail business, the Brand Marketing Investment of the McCormick brand business, I believe it's at 8%.
Okay.
You are talking here of a combined 9%-10%, 9%-9.5% Brand Marketing Investment. I believe, probably the largest food company in the world is struggling to get into 9%.
Yeah.
You know.
I think the average is about 5% if you take the average.
The average is 5%.
Yeah.
If you compare the new McCormick with the American food sector, the level of investment.
Yeah
In brands is 2x. These are brands with momentum. These are two businesses with momentum. These are two businesses that have been investing significantly behind their brands. These are businesses that are having competitive gains. This is not a move built from a position of weakness. This is move built from a position of strength.
You said there's no dissynergies, Fernando, separating out food and HPC, and I think the stranded overheads are only EUR 400 million-EUR 500 million, which actually was quite a bit lower than I was expecting. Can you explain why that is? Because I think there are some people out there that think you would lose more scale because foods is effectively a quarter of your business.
Yeah. Well, let me start stating the obvious here. The revenue and cost synergy between McCormick and Unilever Foods are higher than the revenue and cost synergy between Unilever Foods and Unilever HPC.
Yeah.
This has complete industry logic. To your question of scale, we will have a business in the U.S. The remaining Unilever business will be EUR 8 billion in U.S., will be EUR 6 billion in Europe, will be EUR 6 billion in Latin America, will be EUR 7 billion in India, and will be EUR 12 billion in Asia, including India plus Africa. This is a size of many global companies in HPC.
Yeah.
This business doesn't have an issue of scale. Do I expect to sell less Dove in U.S. because we have separated Hellmann's, to sell less Sunsilk in Philippines because we separated Knorr, or to sell less OMO in Brazil because we have separated Hellmann's? Definitely not. We don't see any kind of revenue synergies here. When it comes to stranded costs, it's true we have identified around EUR 400 million-EUR 500 million of stranded costs. I understand that you have expected some more, but I feel you have to understand also that when we did the separation of ice cream, the separation of Foods was in our strategic thinking. We did some of the heavy lifting there. Foods now is a business that close to 80% of the revenue of Foods is run as a standalone organization.
Mm-hmm.
Our food service business is a complete separate organization. In the top 24 markets in which we operate, Foods has different sales force. The manufacturing, regulatory, R&D, structural Foods is completely separate. I feel this is a business that is easier to separate than it used to be in the past.
Mm-hmm.
I feel this is something that, of course, we have some work to do, particularly in the smaller Unilever markets. Even in these markets, many of these geographies operate through a distributor-led model. We believe that we have a path to make this separation happen. I feel what is important about the stranded costs is the separation of ice cream for us has been a significant experience. We know where the pain points are.
Yeah.
We know how to really attack them early. We know the kind of governance and guardrails that we have to put in place. I feel one of the reasons in which, while we separate ice cream, we improve every single line of a P&L of Unilever because we increase the top line, we increase volume growth, we increase margin, and we reduce the structural cost of the business because we were able to mitigate the stranded cost before they hit the P&L.
Yeah.
This is the blueprint that we will repeat in this case.
In terms of timing, Fernando, one week feels like a long time at the moment, and this deal is going to take 12 months-15 months to get done. I think investors are sometimes a bit concerned about it's going to be complex, it's going to be uncertain, and is there going to be restructuring fatigue because you're still going to own the food business until that time? What learnings can you bring from the ice cream demerger experience, you mentioned it, that maybe can actually help you accelerate this and get this done more quickly?
Well, Warren, I feel Unilever has been criticized for many, many years, and I feel it has been a very fair criticism, that we were too complex and too slow.
Yeah.
It seems now the issue is that we are becoming simpler and sharper too fast. It is what it is. We have to go through regulatory process and through antitrust process with the competition authorities, and this is the main issue when it comes to separation. Despite the fact that here we don't see significant antitrust issues, because I feel the beauty of the combination of Unilever Foods and McCormick is that there is a lot of complementarity. There is a lot of adjacencies, but there is very limited overlap.
Mm-hmm.
And that basically reduces the antitrust issues in the vast majority of geographies, particularly in Western Europe, where the process tend to be slower. So we have taken here a cautious approach. We have communicated to the markets that it will take between 12 and 15 months. Of course, both McCormick and Unilever is interesting to making this as fast as possible because I have met many investors in the last 10 days or so. When we explain this transaction and when we discuss this transaction with them, nobody challenged the strategic merit, nobody challenged that this has been a very attractive valuation separating Foods at the value that is in line with Unilever and with the highest value food companies. But they are concerned about the short-term risk.
They are concerned about the impact of separation in disrupting Unilever momentum, and they are concerned about the effort that McCormick will have to do to integrate a business that is two times their size.
Yeah.
We are very conscious of that. The McCormick leadership is conscious of that. Plans are in place. When we give exposure to Unilever shareholders, between Unilever 10% stake and Unilever shareholders owning 55% of McCormick, it is our responsibility to ensure that we support McCormick in that integration, and we will do it, and we will do it well.
What kind of time frames, what kind of milestones should we look for between now and mid-2027 in terms of what's going to happen when?
Well, of course, we have to operationally separate our food business, as I mentioned before.
Yeah
A significant part of the heavy lifting has been done. We have to carve out financials for our food business. We have to go through the regulatory process and through the antitrust.
Yeah
Process. As I mentioned before, we don't see significant antitrust issues, so we believe that this process can be faster. It's better to have a conservative planning assumption here.
The project management teams are still in place from McCormick.
Yeah, of course. We have a team now that has experience of carving out ice cream. Some of them has worked also in the disposal of tea and spreads before.
Yeah.
This is a team that has a blueprint, has governance process in place, and we will repeat what we have done in ice cream, in which, as I mentioned before, I feel we demonstrated through the ice cream separation that we can perform and transform simultaneously.
Good.
This is what we'll do again.
I'll move to part two now to talk a little bit more about the deal mechanics.
Yeah
Moving pieces, because it is quite complex. One of the questions coming in is about the EUR 14 billion of the cash component of the transaction. Actually, it was a bit higher than what I was expecting. Can you explain to investors the use of that cash in terms of costs and tax, and then what's left over for share buybacks? Because I think some investors are struggling a little bit to understand the 2x net debt EBITDA and how that kind of works.
Yeah. Well, it's true. This is a cash and a stock deal, and we will receive $15.7 billion. That is around EUR 14 billion.
Yeah
As you mentioned. There are three fundamental uses of that cash. First of all, we will reduce the debt level to 2x. That is what we believe is our target in the medium run. We will cover the tax and separation cost. Of course, after reducing the debt and after covering tax and separation costs, there is a surplus of cash that we will use to enhance the capital returns to our shareholders. We have announced a $6 billion share buyback for the 2026-2029 period. Of course, we receive the cash in day one, and particularly the tax bill doesn't hit in day one.
Yeah.
Probably you will see that our debt level or leverage level in the year one probably will be slightly below.
Yeah
Two times that, and that'll give us some flexibility. At this stage, I don't want to commit.
Sure
In how we'll use this cash because, of course, the environment is very volatile these days.
Yeah.
These are the three fundamental usages of cash. Let me also mention something that I believe is very important here that go beyond the uses of cash, and I believe it has been underappreciated by the market. The Unilever share of the capitalized synergies in McCormick cover the tax and separation cost.
Yeah.
This is very important because a pure spin would have not given you that because there were no synergies. Also pure spin would have a tax bill that would have been significantly higher.
Yeah.
We have structured this in what we believe is an efficient tax structure. It's a Reverse Morris Trust. Of course, this makes the transaction in the U.S. to be tax-free.
Yeah.
It's not the same in other geographies, but it really reduces significantly our exposure to tax, particularly considering that.
Yeah
The Hellmann's IP sits in the U.S.
Well, I'm assuming tax of around about $4 billion in my estimate, looking at what you pay for Bestfoods and what you've got for the deal. As you say, the RMT shields the U.S. tax. On the non-U.S. tax, $4 billion obviously is not insignificant, although the cash element of $14 billion is higher, so that kind of offsets. Can you kind of confirm that this is definitely the most tax-efficient way? If you did do a spin or if you sold the business, how much higher would the tax bill have been?
If we would have done a spin or if we would have made a disposal, the tax bill would be close to two times that.
Okay. It really is tax efficient.
It's very sizable, and I will not confirm your tax calculation.
Sure.
I feel what is important for everyone that is listening to this is that we will have flexibility.
Yeah.
We are very confident about our ability to deliver the share buyback that we have announced.
Can you explain a little bit about the Transitional Services Arrangements, the TSAs, because you've obviously got them running with Magnum, and now you're going to have them running with McCormick as well. How do they work? What's the timeframe? How much of the stranded overheads, the EUR 400 million-EUR 500 million, do you think they could offset? Could they offset all of them?
Yeah
... other savings?
Well, Transition Service Agreements has two fundamental value here. One is in the McCormick side.
Yeah.
Because as I mentioned before, our responsibility is to ensure that we help McCormick & Company to be set up for success in an integration of a business that is close to two times their size. We will provide McCormick with TSAs across multiple areas, from IT to distribution. We probably will do that for a couple of years until they can integrate the whole infrastructure into the large McCormick & Company. In our case, what the TSAs provide is a transitional headroom. They don't remove the stranded costs. The stranded costs have to be removed through a restructuring spend that we calculate it will be around $500 million.
Yeah
In a three-year period, above what is a normal course of restructuring that we want to position around 0.6%. That is the norm of the industry. It gives us time, and I feel we have been very successful in the ice cream separation, in mitigating the stranded costs before they hit the P&L.
Yeah.
Transition Service Agreements play a key role in that. These are the two fundamental values of the TSA.
The other piece I want to talk about is cash flow, because obviously the Foods business was cash generative. You're going to lose that cash flow. Can you talk a little bit about what you see as the kind of ongoing cash conversion or the free cash flow of the HPC RemainCo, and maybe what kind of free cash flow we can expect to see?
Yeah
Going forward?
Well, let me start saying that you should analyze the cash flow here through a combined perspective because our shareholders will own Unilever and will own also a significant chunk of McCormick. The cash flow of Foods.
Yeah
Will now be in a different place in which they will be exposed to. Your question is fundamental, the cash flow profile of the RemainCo.
Yeah
Unilever HPC company. The Unilever HPC pure-play will have a higher growth profile, and it will have a starting margin of around 19%, in which I believe there is more headroom for margin expansion than we used to have in the past. If you add to that a 9% negative working capital.
Yeah
If the growth comes in line with what we have been delivering the last few years and what is our expectation, we expect the cash conversion in the kind of 100%.
Okay
As we have done in the past, it will be a great cash generation business with a lot of headroom both in top line and margin expansion, and with one of the best working capital structure that you see in the industry.
Okay, maybe one technical point, there isn't going to be a shareholder vote on this transaction. Any reason why?
Well, Unilever is incorporated in the U.K.
Yeah.
Is listed as a primary listing in the UK. And we manage the company under the UK listing rules. In 2024, there has been some change in these rules. Since then, there has been close to, I feel a bit more of 50 transactions of a similar nature to the ones that Unilever is doing now, and none of them has had or a mandatory shareholder voting or avoluntary shareholding voting. The responsibility of this transaction lies with the board of Unilever, and the board of Unilever has taken a decision that has been unanimous because it has been absolutely aligned with the strategic path that the company had. And it is a decision that we believe as a board that will create substantial value for the shareholders. So that's what we will do. We will not be an outlier, as I mentioned, on this kind of 50-
Yeah
More transactions that comes in up.
I guess there's timing up as well, right?
Yeah. I feel what is important here is that the bar in terms of explaining the deal to shareholders is high.
Yeah.
I have been spending a lot of time in the last 10 days, and I will be continue spending a lot of time to continue ensuring that our shareholders understand the strategic merit of the transaction and the valuation that we are getting here.
Fernando, Unilever have implemented a hiring freeze, I think, for three months. How should we think about that? Is it a response to the war and high costs?
Well, of course, the environment has changed a lot since the 27th of February until now. Basically, I feel it's an act of responsibility to ensure that you manage every single line of a P&L, and that pricing is the last resort you go for. I feel in this kind of context with so much volatility, if there are cost increases, you have to manage prices sequentially, and you have to ensure that you attack every single cost line. That's one of the reasons. Of course, we were working this transaction, and I feel one of the key factors of success in the ice cream separation is that we use natural attrition and hiring freeze as a key element to manage our stranded costs before they hit the P&L. These are the two reasons behind the hiring freeze.
I want to move on to the third part, Fernando. Talk a bit about the vision of Unilever as a pure-play HPC company. Before I do that, maybe some context, can you maybe explain how you see the FMCG industry changing and why the premium for a quality portfolio is increasing?
Yeah.
Why you think the gap between the winners and losers is increasing, because I don't think everybody is crystal clear about how this portfolio move fits into that strategic context that we're seeing?
Yeah.
I mean, I've done this sector almost 30 years. I've never seen it moving faster. I'd just be interested to understand your perspective on how the industry's moving and how we should see this transaction in that context.
Well, you're absolutely right. The level of the pace of change is incredible these days. I feel there is a fundamental shift in what kind of a scale matter. I feel, in the past, the scale of manufacturing and distribution were very, very important. I believe today, scale of R&D and brand scale is what really matters most. I'm interested in building a portfolio that has more tailwinds than headwinds, that is really exposed to the fastest-growing channels, is exposed to premium sectors where most of the profit pool is being concentrated. That is exposed to e-commerce by fast-growing channels like e-commerce or premium segments. I believe, the time of average portfolio delivering solid returns are gone. It's just the way of reaching and engaging with consumers today is very, very different. I feel you have to really.
The visibility that the consumer have about offering. *
Yeah
Is endless. We need to really ensure that we continue elevating our brands, we continue shifting them into premium, into the channels where there is more growth, and fundamentally, into categories of high involvement.
Yeah.
I really believe that the pure HPC play, it will increase our exposure to categories of high involvement. Of course, it will increase also our exposure to emerging markets in which there is more headroom for growth. This is where I feel is a way of looking at this transaction in terms of improving the growth profile of the new profile.
There's a new rule book out there, isn't there?
Sorry?
There's a new rule book in FMCG. You've got to take more risk to get.
Yeah.
Ahead of consumers, ahead of categories. Trying to nudge the supertanker doesn't work anymore.
I feel market making is very, very important.
Yeah.
Being courageous enough to shift your portfolio into areas where there is more growth.
Yeah
This is very, very important. As I say, in the past, the difference between winners and losers was very limited. Now you have segments that are growing 15%.
Yeah
Segments that are declining 15%. Increasing every year your exposure to higher market volume growth is the most important decision that the leadership of an FMCG company has to do these days.
You talked a bit about it before, but can you maybe just pinpoint the financial profile of the new HPC RemainCo in terms of organic growth and margins, maybe a little bit around the B&MI and the categories and geographies, because it is going to be a quite different makeup?
Yeah
... from what you've had before.
tags? Yes. * *Wait, "Beauty evolving, personal care business."* * If I collapse this, I'm removing "beauty and personal care business" (the first instance) and replacing it with the "final complete form". * "We will be a 67% Beauty & Wellbeing and Personal Care business." * Wait, the first instance
Yeah
I have been saying even since I became CFO of the company. In terms of the profile, it will be a EUR 39 billion company.
Yeah.
As I mentioned before, with very sizable business in every single region, from EUR 6 billion-EUR 12 billion, it will have a 48% gross margin. Remember that in Unilever, we consider logistics as part of that.
Yeah.
When you compare with other companies, this is equivalent to 53% gross margin. It will have a starting operating margin of 19%. If you look at pure HPC players, they are more in the 21%-23%.
Yeah.
We probably start this new stage of the journey of Unilever with more margin progression headroom than we used to have in the past.
Can you explain a little bit more about the synergies between the HPC categories?
Yeah.
Because I don't think that's always fully appreciated.
Yeah.
Maybe touching on R&D, go-to-market, and just how much more growth can you unlock?
Yeah. I feel the first point to say about the HPC industry is that there is a very specific feature there.
Mm-hmm.
It's a fast innovation cycle set of categories.
Yeah.
That fundamentally defines how do you marketing, how do you innovate, how do you reach with consumer, how do you engage with them. It has one set of capabilities that travel, because there is an underpinning science and technology that is common. When you look at surfactants as a fundamental ingredient in formulations, going from laundry detergents into dishwash, into a body shower, or into a shampoo. When you look at the importance of fragrances and anti-malodor ingredients from deodorants into laundry. When you look at the importance of biotechnology, et cetera. There is underpinning common science and technology. The manufacturing is similar and is done in sites that are integrated, and the route to market is absolutely complementary. We see that as one set of capabilities.
` tags. * Wait, "I believe these are all categories in which format aggregation, in which premiumization, are significant drivers of value and are categories in which there are significant level of investment that require significant amount of creation of content, and as I mentioned before, a very fast innovation cycle." * Is there a comma after "value"? * "drivers of value and are categories". * No comma needed there. * Is there a comma after "content"? * "creation of content, and as I mentioned before". * Yes, the comma is there in the transcript. * Is there a comma after "before"? * "as I mentioned before, a very fast innovation cycle". * Yes, the comma is there in the transcript. * Is there a comma after "aggregation"? * "format aggregation, in which premiumization". * Yes, the comma is there in the transcript. * Is there a comma after "premiumization"? * "in which premiumization, are significant drivers". * Yes, the comma is there in the transcript. * Is there a comma after "importantly"? * "Very importantly, as you said before". * Yes, the comma is there in the transcript. * Is there a
To come back on the margin point, you said you have a lot of headroom when your starting margin is 19%. Can you maybe, if you can, outline where you see that headroom?
Mm-hmm
On margins, maybe by category or by geography. I guess Home Care might be one area. Is there any structural reason why the gross margins longer term can't be the same or even better than some of your HPC peers?
Do you know that the most important metric I look in the business is volume growth?
Yeah.
I will not give you now.
Obviously, I would know.
I will not give you now a guidance of what our margin will be in 2030 or whatever. What I'm saying is that we start with an operating margin of around 19%, and most of the HPC pure-play companies are between 21%-23%, in that kind of range. We see some headroom. Okay? The fundamental driver to really improve our operating margin is improving our mix and ensure that we continue delivering volume growth. As I have mentioned this before, we have a 48% of our gross margin.
Yeah
Our marginal contribution now with this new setup is close to 60%. For us, delivering significant superior volume growth is one fundamental driver of higher gross margin. The second is ensuring that we have a better mix. The more we grow in Beauty, the more we grow in Personal Care, the more that we grow in premium segments.
Yeah
The more that we can roll out some of the very powerful brands that we have built in North America in the last few years.
Yeah
The more our margin will go up. We are very confident that we can make that. You call significant headroom. I call it headroom.
Yeah. Maybe just coming back on Home Care, because I guess Home Care is a bit different from Beauty.
Yeah
Wellbeing and Personal Care, and it's got different geographic footprint, different margin structure. How do you see the future for that division?
There is a clear correlation between format upgradation in Home Care and margin expansion.
Okay.
When you have a business that is fundamentally laundry bars, your margins tend to be low. You go into powders, it's higher. You go into liquids, it's higher. You go into unit dosing, it's higher. When you look at our Home Care business, it's fundamentally a very strong leader in emerging markets. In emerging markets, we continue to see a significant headroom for market upgradation.
Yeah.
This should result in a significant margin improvement across time in our Home Care business. The important point is, if I look in absolute value.
Yeah
To the most important revenue growth opportunities that Unilever has, is probably laundry India.
Yeah.
The market revenue per capita of laundry in India is around $4. The market revenue per capita of laundry in Philippines, Thailand, Brazil is between $8 and $10. The washing machine penetration in India is 35%. The washing machine penetration in Brazil, Philippines, Thailand is 80%, 90%.
Yeah.
This is probably one of our biggest opportunities at the geographic category cell level. If we deliver that, the impact in our total margin in Home Care will be very significant.
Okay. Once the deal completes, you're going to be left with 10 category verticals spanning from haircare, skincare, deos to fabric. It actually reminds me of P&G a little bit a decade ago, where they doubled down on everyday category usage, where superiority drives repeat purchase and market share. These categories, these 10 verticals, I think, have grown market volume at 2% over the last three years. It's actually quite interesting to make that parallel. How can you really leverage those 10, and what's your long-term vision? When I look at, say, like deodorants, you don't have a big footprint in Asia.
Yeah
At the moment. That would be one obvious one just to get a few ideas of how you kind of feel about it.
Yeah, it's absolutely true. The market volume growth in these 10 verticals has been 2%. Basically, we can outperform. Our ambition of being 2%+ is there.
Yeah.
I feel it's important to say also that with 10 verticals, we are probably one of the more focused pure-play HPC companies. This is important because when you are more focused, you can allocate talent to value better. I'm interested in building a portfolio in categories where science matter. Where science matter, it gives you, particularly to a company like Unilever with a very significant emerging market footprint, going into categories where science matter, it gives you a significant element of defense against local competitor in the value segment. I have mentioned this to you many times, but I feel the example of Wonder Wash in laundry is a very important one.
Yeah.
Why I love Wonder Wash, that, by the way, is close to EUR 300 million now. I love Wonder Wash because washing in 15 minutes is much more difficult than washing in two hours. When you wash in two hours, the machine does a lot of the heavy lifting. When you wash in 15 minutes, the science has to do the heavy lifting. We are rolling out Wonder Wash in every single market around the globe, and in every place is a success.
Mm-hmm.
That's a success that is based in patented technology with a very clear superior product that is also supported by a significant improvement in Aesthetics, in Sensorials, and in models of reach and engagement with consumer that are supported by what we call Said by others and Young-spirited brands. Our SASSY model is what is behind Wonder Wash. I feel we can deploy this in all these 10 verticals. These categories share that kind of approach. I'm very confident that we are having a model now, and we are starting to deploy this model with success in many of our brands.
Okay. You've said desirability at scale is working, it's differentiated. You just gave the example of Wonder Wash, which is a great example. What other proof points do you have that desirability at scale is working, and how easy is it to transfer that skill set across all of your?
Yeah
Power brands? We've seen it on a couple, but not on the entirety of the portfolio.
Well, I feel it's good to look at the aggregated level. The new HPC, the new Unilever HPC pure-play, will have 25 brands that represent close to 80% of the revenue. You are talking there about close to EUR 30 billion. These 25 brands have grown. The compound annual growth rate of these 25 brands has been 7% in the last three years.
Yeah.
With 4% volume, things are working in many of our brands. Of course, there are usual suspects that are the ones I usually mention. I feel Dove is a $7 billion brand that has been growing 7%-8% for us in the last few years, and I believe is one of the blueprints for us in terms of repeatability. Vaseline, it took us 153 years to get to $1 billion, but in the last three years, we have added close to $500 million in revenue, growing close to 10% in volume in the last couple of years. There are some brands in which I believe that we have built this SASSY model better than in other ones. I'm always focused on accelerating the winners first. I feel we have six, seven, eight brands that are in great momentum now.
I feel desirability at scale is a clear marketing philosophy for the company, and SASSY brands is a framework that has united the company in terms of what is important for us. Science is important. Improving the aesthetics of our brands, of our packaging, of how we present our brands, our visibility is important. Sensorials are important. Ensuring that our brands are recommended by other people is very important because I have mentioned this one year ago, and I know this has been a bit provocative, but I really believe that the marketing philosophy of broadcasting messages from the brands is gone. I feel it's very important to ensure that your brands are contemporary and they keep young, they keep brands of today and not brands of the past.
This is uniting the company in terms of a marketing philosophy, and we believe that this is what we call desirability at scale. It is working for us, and I feel the performance that we have had in the last three years show that.
Some investors think you're trying to create a mini L'Oréal. I think about it more as the L'Oréal of health and wellbeing, maybe. Can you maybe kind of outline why you're distinctive, and perhaps can you explain your vision about the prestige cosmetics and the health and wellbeing?
Clear
Strategy?
There are several companies I admire. You mentioned in the last five minutes, you mentioned two of them. I don't have any problem to recognize that I admire these companies. We have our own path. I believe we have a portfolio that is a broad-based portfolio, with a good category exposure that give us resilience, from a volume-led category like Home Care, where premiumization format adaptation is very important, into categories of very high involvements, like can be Prestige Beauty or Wellbeing.
With a profile that is very distinctive, that is our presence in emerging markets, that we like a lot because I believe that these give us a superior volume growth exposure because when you look at emerging markets, there is superior population growth, there is increasing number of households, there is a significant increase in female level of participation, and there is much more headroom for wealth expansion.
Yeah.
All these result in significant volume growth, mix, and premiumization opportunities. We like that, and I believe this is a distinctive feature that we have accentuated with this kind of change. I feel it's important also because people tend to look at the emerging markets with the eyes of the past. I have to recognize that managing emerging markets is not easy. Tell me, how many countries now in emerging markets have inflation beyond 10%? You can count it with the fingers of the hand.
Five? You give me a clue. Five?
Yeah, around that.
Okay.
Basically, this is very different. Just look at what has happened in the last month or so.
Yeah.
The currencies in emerging markets has sustained very well at the moment that in 20 years ago, this kind of situation would have.
Yeah
Destroyed them. I believe emerging markets are more solid than they were before, and they have fundamentals of volume growth that are better. We believe this is a distinctive feature for us.
One area, you touched on emerging markets. That is going to be a distinctive feature. I think the weighting of Asia plus Africa, I should say.
Yeah
Goes from 44%-48%, and emerging markets overall are 62%.
Yeah.
That is very different to.
Yeah
Any other FMCG player. Maybe in the short term it's a headwind, but in the long term, given what you've said, it's going to be a big tailwind. How do you see it? What can it do for the kind of growth profile, and does it make it more difficult to manage hard currency earnings just because the weight of EM is just bigger?
Yeah. I feel the fundamentals of emerging markets, the fundamental of the economics of emerging market has improved. You can never predict what will be the negative currency. If I look at what were the fundamentals of these economies in the past, and what are the fundamentals of today, I believe that in the long run, I feel currency should be more stable in emerging market than it has been in the past.
Yeah.
As I mentioned before, superior population growth, increase in number of household, significant increase of female labor participation, superior wealth expansion opportunities, these kind of things matter in the categories in which we compete.
Yeah.
There are significant format aggregations, significant premiumization opportunities. We like that. This should cement the probability of Unilever.
Yeah
Delivering more than 2% volume growth. I feel it's important also to highlight the 38% in U.S. and India. U.S. has delivered for us in the last four years, 4% volume growth. I don't believe there are many companies that have delivered 4% volume growth in the U.S. Can I promise that we will deliver that forever? No. Do I believe that we have a portfolio footprint in the U.S., can be in the 3% territory? Yes, I believe. The Indian economy is an economy that is growing 6%, 7%, 8%. In that kind of context, thinking that India can deliver 5% volume growth is also something that is a reach. If you take 3% in U.S., 5% in India, 40% of the revenue, you are talking, at an average of, let's say 3.8%, 4%, you are talking of 1.6% already there.
Yeah.
You have another 62% of the business to deliver the rest of the growth. I'm very confident on this kind of 2%+ volume growth territory that we have as an ambition. I believe it's very important for us to deliver that consistently quarter in, quarter out.
Maybe just following up on India, you mentioned it just now. Priya is now running the Indian business. Can you maybe sort of outline what her priorities are, where things are, obviously macro aside, in terms of the portfolio shape? You've done Minimalist, you've done some other deals, but how do you see it kind of?
Yeah
Progressing around sort of premiumization?
Well, I feel the number one priority of Priya in India is to ensure that the portfolio's future-fit.
Yeah.
Because the incredible portfolio that has brought us into the incredible position of leadership that we have today, because we have 55% share in hair care, we have 45% share in laundry, we have 80% share in dishwash, we have 80% share in lifetime nutrition, and I can continue counting in many, many categories, I feel we have, in most of the categories, three to five times the size of our main competitor. We have an incredible portfolio in India. We have an incredible distribution system. We are very cost efficient in India in terms of our cost of producing goods, and we have an incredible access to talent. I feel the fundamental challenge of Priya is ensuring that our portfolio is future fit and ensure that the execution is flawless as it has been in the past.
I believe that we lost a bit our way for a couple of years. I feel we are improving now. I'm very, very bullish about India, and the contribution that will do to Unilever growth algorithm overall. It's just having close to 16%-17% of your business in India, I believe, is a long-term competitive advantage, really.
Yeah. Definitely. I want to come back on the SASSY model and marketing model, because when we were sat here a year ago, I remember you telling me that you wanted an influencer in every zip code in India and Brazil, and some 100. Still in my head. Perhaps a year on, can you maybe update us where we are on that, if you've got any specific examples of where it's made a big difference? I'm thinking about it also in the context of the FIFA World Cup, upcoming, where Unilever are, I think for the first time.
Yeah
A major sponsor.
Yeah. Well, influencers is a way of simplifying what I call other people recommendation. Some of them are influential.
Yeah.
Some of them are professionals that recommend our brands. We have now close to 300,000 people recommending our brands. If you have a look at that two years ago, we have around 10,000.
Wow.
We have 17,000 recommending now in the U.S. We have, I believe, 22,000 in Liquid I.V. in the U.S. We have 17,000 in India, and I can continue counting many examples. It has been a significant change in the infrastructure that we have for our model of reach.
Yeah
Engagement with consumers. Is the efficiency of this investment has reached the peak? Definitely not. I feel we have increased the amount of investment behind this, but there is a lot that we have to do to ensure that we have the higher Return on Investment in that kind of money that we are putting behind that. If you ask me, one of the things I'm much more interested now is what are the variables that affect the Return on Investment.
Yeah
In a model like that today? These things change all day.
Yeah
Every single day, I feel there will be even more changes with the emergence of large language model as a key driver of search in the future. Overall, I'm never happy, but I'm satisfied with the progress that we have done in this space. I believe the improvement in our performance is a combination of significant higher level of investment because you remember four years ago, we used to invest 13.1% of revenue in Brand Marketing Investment. I call that being consciously uncompetitive.
Yes.
That's a criminal act. Now we have 16.1%. When you remove Foods, that level is 18%. I feel we are investing competitively now, but we are also investing better.
Yeah
In models of engagement, reach and engagement with consumers that are models of today and not models of the past.
In terms of the World Cup, how are you activating that?
Well, it's huge. I really believe that event marketing, it will be very important in the future. There are two areas in which we are investing more also beyond other people recommendation for our brands. One is in-store visibility because in a world in which media fragmentation is very high, I feel the importance of a store is higher.
Yeah.
If you look at Advantage serving the U.S. last year, rank us as the number two company, number one in Foods, number one in Personal Care, number three in Beauty. Also investment story is very important and investment in events is very important. FIFA this year is a very important event for us. It's the first time we do something of that.
Yeah
Size. It's very important because sports is linked with movement, and movement is very related with many of our categories like skin cleansing or deos that are fundamental for us. We are very excited, and we believe it will be a key driver of growth for us this year.
In terms of going forward, Fernando, thinking about capital allocation, I think you're clearly on record saying no transformational acquisitions. Can you maybe kind of just elaborate a little bit on that because there is clearly a lot of consolidation going on? I mean, every day there's more news flow on something.
Yeah
Happening and why you think your bolt-on strategy is a better use of capital?
Yeah. There are very few transactions that increase the growth profile of a company.
Yeah.
What I'm excited about this transaction with McCormick is that I believe that this transaction increase the volume growth potential of the Unilever food business and the McCormick food business. Do I see similar transactions in other spaces like in HPC? I don't see it.
Yeah.
This is not a transaction that is done to generate flexibility to do another transaction. Our capital allocation priority remain the same. We will invest for organic growth and productivity, we will ensure that we have a dividend payout ratio of around 60% in our HPC pure play business. We will do bolt-on acquisitions that we like, in places like Beauty and Wellbeing, in Personal Care, in U.S. and in India, in premium segments and with significant exposure to e-commerce. If there is a surplus of capital, of course, we will return it to shareholders. There is no change in our capital allocation priorities, and many people is talking, okay, are these guys thinking doing something in consumer health or anything like that? No, we are not thinking anything like that.
We are focusing growing our business organically and ensuring that we continue shifting our portfolio progressively.
Yeah
Into areas of super growth with bolt-on acquisitions, focused in the U.S., focused in India, focused in Beauty & Wellbeing, focused in Personal Care.
Because on the Health & Wellbeing part of the portfolio, obviously, it's high growth. I mean, it's slowing a little bit recently, but it's quite narrow.
Well, that's the beauty.
... kind of broadening it?
That's the beauty of that because I want strong leadership positions in narrow verticals.
Sure
Instead of weak positions in wider verticals.
Yeah.
I believe, I like having more than 40% share in powder hydration. I like having close to 80% share in hair fall with Nutrafol. I like the kind of exposure that Olly has in areas like sleep, et cetera, et cetera. We will continue looking at assets in that space, but they have to be asset that are in super growth space, that are very clearly defined in narrow verticals in which we can strike positions of leadership there, that are business that have good exposure to digital, has good exposure to e-commerce, and that are easy to roll out globally because one of the reasons that we are doing this investment in the U.S. is because U.S. is the only market that gives you two things. It gives you critical mass, and it gives you brands that can travel internationally.
I believe that strategically very, very important for Unilever to build a new leg of the portfolio that can travel in the premium segment globally.
There's a lot of focus on Liquid I.V. and Nutrafol for obvious reasons. They're quite big, but you've also got K18 now.
Yeah.
You've also got Dr. Squatch.
Yeah.
How are you feeling about those two?
Well, we are excited. I feel K18 is having a great run. I feel Dr. Squatch is not counting yet in our underlying sales growth, but it's a more than $500 million business growing double-digit there. It's very exciting because it's absolutely complementary in terms of positioning to our other brands in skin cleansing and deodorants. It's a male grooming brand that I believe it has a lot of potential, and it has a lot of potential internationally also. You asked me before about prestige beauty. We see prestige beauty as a natural extension of our skincare.
Yeah
... and haircare strategy into mass. And it give us exposure to price points in which we can deploy our best science, and we have fabulous brands there like...Dermalogica, Hourglass, and Murad, Tatcha, et cetera, et cetera. There is a lot of low-hang fruit there.
Also the portfolio is still quite U.S. Is there still more room to internationalize?
Yeah, of course. You can blame me on that because I feel when China slowed down, we made a conscious decision of making a fortress of our U.S. position because, when China slowed down, where companies were going to go?
Yeah.
They were going to go to the U.S., and they were going to discover India. Basically, we decided not to go too fast in the global rollout of these brands. I believe now is the time, and we have a good portfolio with very good critical mass. Liquid I.V. is close to $1 billion, Nutrafol the same.
Yeah
In the U.S., I feel the brands are ready. Some brands are more complex in terms of regulatory barriers than other ones. Overall, we believe that we are building a new layer of portfolio that has significant international potential as well.
How do you think about those brands from a China portfolio point of view, because I think previously China, you were trying to be all things to all people? Now you're trying to be more selective. I mean, OLLY's done very well, I know.
Yeah
In China. Is there now more potential for taking some of these brands into China, or do you still need to be selective? How do you think about that?
I feel selective growth is our strategic approach to China. I believe that I want to be narrow there. Again, I feel we have five brands there.
Yeah
In which we are investing significantly, Dove, Vaseline, OLLY, OMO, between them. Of course, we need to build a premium portfolio in China, but there is always time.
Yeah
It's too late to be early in China for us, and it's too early to be late. You know? I feel the two things are true, and it's a very important market. I feel we have improved our operations there significantly and expect a good performance this year in China. It doesn't have the strategic importance for us as, for example, India has.
Yeah
When you compare two 1.4 billion population countries.
Maybe just conscious of time, Fernando, sort of just maybe wrapping up and sort of summarizing some of the points that you're making and going back to the McCormick deal. I mean, some have argued that the deal is not compelling value for Unilever shareholders or is the least bad option. I mean, you've kind of mentioned a lot of different points there, but how would you really sort of one or two sentences really push back on that?
Yeah. This value is about unlocking volume growth.
Okay.
It's unlocking volume growth in our food business because our food brands will become absolute priority within McCormick, in a company that has significant revenue and cost synergies. It's about volume growth in our HPC business because we will have a simpler business with very well-defined categories in which we will compete with the one shared set of capabilities, and in a business in which we are already outperforming the market and where there is a significant valuation discount versus peers of around 20%-25%. We are probably now top third or top quartile in terms of performance, when it comes to top-line growth, and we are bottom quartile in terms of valuation. I see that as an upside.
Yeah.
I would not like to be bottom quartile in performance and top quartile in valuation. I believe that this will unlock a lot of value for our shareholders in the long run. I feel, coming back to foods also, we are not increasing the exposure to foods of our shareholders. We are increasing the quality of their exposure to foods. We are giving them optionality if they want to own foods, reduce exposure, or not owning foods. We are generating significant cost synergies that are proven already, and we believe that there are potential revenue synergies that are sizable and in which the very healthy margin profile of that business will be able to be a significant enabler.
Yeah
Because it will allow significant investment behind the brands.
When you mention valuation, and obviously that's more the market's job than your job to run the company, but as you said, there is quite a big disconnect. Is there kind of like a frustration that actually you are delivering that kind of top-line growth, but the valuation is not reflecting it? What do you think is the bit that's misunderstood? What's the unlock? How long is it going to take?
Warren, it's just I mentioned it before. I never blame markets.
Yeah.
They are imperfect in the short term.
Yeah
In the long term, they tend to reward companies with good fundamentals that deliver consistently.
Yeah.
The main issue of Unilever is that it has not delivered consistently.
Yeah.
I mean, we have had a couple of good years, but this is about quarter in, quarter out. I'm absolutely obsessed to ensure that this company gets into a consistent path of 2%+ volume growth.
Yeah
That leads to consistent earning growth in hard currency across time. If we deliver that, the valuation discount will disappear with time. We focus on what we can control, and what we can control is to make Unilever better every single day.
Final question, Fernando. If you had to sum up Unilever in sort of three words, what would you say? What are the three kind of go forwards that you're thinking about that we, as investors and analysts, should think about?
Well, that's tough, but I would say sharper.
Yeah
Forward-looking, competitive.
Super. Thank you, Fernando.
Thank you.