UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the month of November, 2015
Commission File Number: 333-13302
ETABLISSEMENTS DELHAIZE FRÈRES
ET CIE “LE LION” (GROUPE DELHAIZE)
(Exact name of registrant as specified in its charter)*
DELHAIZE BROTHERS AND CO.
“THE LION” (DELHAIZE GROUP)
(Translation of registrant’s name into English)*
SQUARE MARIE CURIE 40
1070 BRUSSELS, BELGIUM
(Address of principal executive offices)
| * | The registrant’s charter (articles of association) specifies the registrant’s name in French, Dutch and English. |
Indicate by check mark whether the registrant files or will file annual reports under cover of 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): ¨
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SRI Conference ING Paris
November 5, 2015
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Disclaimers
Forward-Looking Statements
This presentation includes forward-looking statements within the meaning of the U.S. federal securities laws that are subject to risks and uncertainties. Forward-looking statements describe further expectations, plans, options, results or strategies. Actual outcomes and results may differ materially from those projected depending upon a variety of factors, including but not limited to changes in the general economy or the markets of Delhaize Group (“Delhaize”), in consumer spending, in inflation or currency exchange rates or in legislation or regulation; competitive factors; adverse determination with respect to claims; inability to timely develop, remodel, integrate or convert stores; and supply or quality control problems with vendors. Additional risks and uncertainties that could cause actual results to differ materially from those stated or implied by such forward-looking statements are described in our most recent annual report or Form 20-F and other filings with the Securities and Exchange Commission (the “SEC”). Delhaize disclaims any obligation to update or revise the information contained in this presentation. This presentation also contains forward-looking statements with respect to the financial condition, results of operations and business of Delhaize and Koninklijke Ahold N.V. also known as Royal Ahold (“Ahold”) and the merger of Delhaize and Ahold, including the expected effects of any proposed transaction. Such forward-looking statements are subject to known and unknown risks, uncertainties and other factors which are beyond the control of Delhaize and Ahold, including, among other things, the possibility that the expected synergies and value creation from the transaction will not be realized, or will not be realized within the expected time period; the risk that the businesses will not be integrated successfully; the possibility that the transaction will not receive the necessary approvals, that the expected timing of such approvals will be delayed or will require actions that adversely impact the benefits expected to be realized in the transaction; and the possibility that the transaction does not close. Neither Delhaize nor Ahold, nor any of their respective directors, officers, employees and advisors nor any other person is therefore in a position to make any representation as to the accuracy of the forward-looking statements included in this communication, such as economic projections and predictions or their impact on the financial condition, credit rating, financial profile, distribution policy or share buyback program of Delhaize, Ahold or the combined company, or the market for the shares of Delhaize, Ahold or the combined company. The actual performance, the success and the development over time of the business activities of Delhaize, Ahold and the combined company may differ materially from the performance, the success and the development over time expressed in or implied from the forward-looking statements contained in this presentation.
Important Information for Investors and Shareholders
The transaction will be submitted to the shareholders of Delhaize for their consideration. In connection with the transaction, Delhaize and Ahold will prepare a prospectus for Delhaize’s shareholders to be filed with the SEC and Delhaize will mail the prospectus to its shareholders and file other documents regarding the proposed transaction with the SEC. Investors and shareholders are urged to read the prospectus and the registration statement of which it forms a part when it becomes available, as well as other documents filed with the SEC, because they will contain important information. Investors and shareholders of Delhaize will be able to receive the prospectus and other documents free of charge at the SEC’s web site, http://www.sec.gov and from Delhaize by contacting Investor Relations at Investor@delhaizegroup.com or by calling +32 2 412 2151.
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Our principles are designed to keep us a customer centric organisation
Principles Promises
Put customers first Customers trust us to provide a great local shopping experience, in stores and on-line
Learn to grow Associates trust us to be a rewarding employer
Lead locally
Communities trust us to be responsible
Drive profitable growth neighbors today & beyond Shareholders
trust us for value creation
We want to operate our customers’ preferred local supermarkets and work together to support that ambition
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We have defined our 2020 sustainability ambition
We will delight our customers and energize our associates by helping them live happier and eat healthier in thriving local communities.
This is our big ambition and we call it Supergood.
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And our Sustainability Strategy is translated into specific action points
Group ambition &
baseline goals…
…on which
Operating
Companies build
to differentiate
locally
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With the purpose to serve our four key stakeholders
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Here are our Sustainability Strengths and Opportunities
STRENGTHS OPPORTUNITIES
Corporate Governance Data tracking and consolidation at Group level; management systems
Customer relationship management
Health & Nutrition reporting
Social reporting, human capital development Occupational Health & Safety
Private Brand nutrition, safety, and Talent Attraction & Retention sustainability requirements
Associate wellbeing, diversity &
Operational eco-efficiency, waste inclusion reduction
Water and climate change impacts in
Food Donations the supply chain
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Our 2014 and H1 2015 Progress—Sustainable Private Brands
H1 2015
KPIs 2014 actuals 2020 Target
Progress
% of eligible private brand 78% of private brand
products that have nutritional products at our
(revised in 2015) 100% of eligible
Nutritional information front of pack European and
Labelling (Guideline Daily Amounts for Indonesian operating • private brand products will have
nutritional information front of pack.
Europe and Indonesia, Delhaize companies have GDA
America navigation system for US) labels
DA only: % of private brand food Improve the nutritional quality of our
35% DA private brand
sales from products that earn at private brand products, including
Nutritional food sales are from
Quality least 1 Guiding Star products that earn at • minimizing added salt, fats, and
KPI under development for other sugars and increasing vitamins and
least 1 Guiding Star
operating companies minerals.
84% private brand
% of private brand suppliers suppliers audited to
audited for food safety compliance GFSI
Audit all private brand suppliers for
Food Safety with acceptable results (to GFSI or • food safety compliance
other acceptable local 14% audited against
specifications) other food safety
standards
% of sales of private brand product Work only with suppliers in our
sourced from risk countries, private brand supply chain who
Fair Working audited against BSCI or equivalent provide fair and decent working
Conditions standards New KPI in 2015 • conditions and achieve acceptable
Additional KPIs under social compliance audit results (to
development BSCI or equivalent standards)
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Our 2014 and H1 2015 Progress—Sustainable Private Brands
H1 2015
KPIs 2014 actuals 2020 Target
Progress
% of palm oil (by tonnes) in our private
30% for US and EU
brand products that is traceable to the operating companies •
first importer
% of palm oil (by tonnes) in our private
Use 100% traceable, deforestation-
brand products that is certified under
Palm Oil the RSPO certification schemes as 12% • free palm oil in our private brand
products.
Mass Balance or Segregated
% of palm oil (by tonnes) in private
brand products offset by purchase of 57% •
GreenPalm certificates
(new as of 2015) % of private brand
products, packaging, and operational Use 100% deforestation-free wood
Wood use materials containing wood fibers fibers-based materials in our private
Fibers that contain recycled material, are New KPI in 2015 • brand products and packaging, and
certified to FSC or acceptable PEFC for our operational use.
standards, or that are verified low risk
% seafood products (fresh, frozen, and
canned) traceable to the fishery or New KPI in 2015 • (revised in 2015) 100% of private
farm of origin brand seafood products will be
Seafood % seafood sales (fresh, frozen, and traceable and 90% of sales of private
canned) certified to MSC, ASC, or brand seafood products will be from
other certifications or assessed as New KPI in 2015 • sustainable sources.
sustainable by a credible third party
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Our 2014 and H1 2015 Progress – Associate Diversity & Development;
Healthy Lifestyles
H1 2015
KPIs 2014 actuals 2020 Target
Progress
All operating companies will have active
programs in place addressing 5 focus
Associate areas for Diversity and Inclusion: gender,
Diversity KPIs under development n/a • generations, race/ethnicity, disabilities,
and cultivating a diverse and inclusive
workplace.
73% of associates
(based on total
number of
% of eligible associates who
associates at the Ensure that all associates go through an
Associate have received their annual
Development development conversation with end of the year) • annual documented performance and
received development dialogue process.
their supervisor
documented
performance
dialogues
All operating companies will implement
Associate healthy living programs, covering 5 pillars:
Wellbeing KPIs under development n/a • nutrition, physical activity, physical health,
mental wellbeing, and safety at work.
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Our 2014 and H1 2015 Progress – Zero Waste
KPIs 2014 actuals H1 2015 Progress 2020 Target
% recycling rate from our
Recycling stores, warehouses, and 58% • 80% of our waste will be recycled.
offices
% of stores and warehouses
with food donation programs in New KPI in 2015 • 100% of stores and warehouses will
Food have Food Donation Programs in place
place
Donation to maximize the amount of surplus food
Programs % of edible shrink offered to that is donated to food recovery
food charities New KPI in 2015 • charities.
% reduction in CO2 equivalent
emissions per m2 of sales 8% reduction since 2008
area from 2008 baseline (14% reduction since 20% reduction in CO2 -equivalent
(Scopes 1 & 2 emissions, from 2008 for operating • emissions per m2 of sales area (against
CO2 facilities energy consumption, companies excluding 2008 baseline).
Emissions refrigerant leakages, and Delhaize Serbia)
transport energy consumption)
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Tonnes CO2 e/m 0.599 tonnes CO2 e/m • 0.518 tonnes CO2 e/m
% ozone-friendly refrigerants,
based on total refrigerants in 55% • 80% ozone-friendly
our systems
Refrigerants
average GWP, based on total average global warming potential (GWP)
refrigerants in our systems 2362 • of 2230 or lower
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Recognition for our Sustainability Performance
2015 constituent of the MSCI Global Sustainability Index Series
Food Lion: 2015 ENERGY STAR Partner of the Year—Sustained Excellence Award (14th consecutive award)
Hannaford: 179 stores received Grocery Stewardship Certification (from Manomet Center for Conservation Sciences) for the comprehensiveness of our sustainability practices
Alfa Beta: 2015 recipient of the European Business Awards Ruban d’Honneur distinction in the environmental and corporate sustainability category, for two sustainability programs
Delhaize Group listed in the DJSI World and Europe Indexes
- 2015 -
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Q3 2015 update
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Q3 2015 highlights by region
U.S.
Continued solid CSS and real growth at Food Lion and Hannaford (excluding competitor disruption last year)
Underlying operating margin impacted by pre-opening expenses at Food Lion
Relaunched 162 Easy, Fresh & Affordable Food Lion stores in Raleigh mid-October
Belgium
Returned to positive CSS and market share growth, supported by Affiliates
Underlying operating margin impacted by slightly lower gross margin and implementation of Transformation Plan
SEE
Positive CSS, real growth and market share growth in the 3 countries
Continued underlying operating margin improvement
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Financial results – Q3 2015
Q3 % Growth
(€ in Millions)
2014 2015 Actual Rates Identical Rates
Revenues 5,365 6,141 14.5% 2.3%
Gross Margin 24.1% 24.3% 18 bps (3 bps)
SG&A as % of revenues 20.9% 21.2% 22 bps 9 bps
Underlying Operating Profit 194 218 12.5% (1.7%)
Underlying Operating Margin 3.6% 3.5% (6 bps) (14 bps)
Operating Profit 184 167 (9.2%) (23.2%)
Operating Free Cash Flow 127 (55) N/A N/A
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1144
EBITDA
(€ in Millions) EBITDA Underlying EBITDA
Q3 YTD Q3 YTD
At 2014 328 954 337 964
Identical
-11.0% -8.7% +0.5% +1.1%
Rates
2015 338 974
292 871
2014 328 954 337 964
At Actual +2.1% +5.8% +13.7% +15.7%
Rates
2015 383 1,115
335 1,009
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Free Cash Flow generation
(€ in Millions)
Operating Free
YTD 2015 Free Cash Flow evolution Cash Flow
1,104
35 YTD 2014 255
195
YTD 2015 146
509 Free Cash Flow
88 YTD 2014 426
117 160
YTD 2015 160
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Underlying Changes in Net payment Cash capex Non-recurring Other Free Cash
EBITDA1 core working of interest items Flow
capital and taxes
(1) EBITDA includes continued & discontinued operations ; (2) Non-recurring items include €35m Transformation Plan cash out, €25m fine competition authority in Belgium, €28m merger related costs
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Delhaize America is delivering on its 2015 plans
Easy, Fresh & Affordable – remodelings
76 stores in Wilmington and Greenville
Significant progress on shrink, gross margin and labor
162 additional stores in Raleigh launched on October 14
Currently working on 2016 plans
Easy, Fresh & Affordable – bannerwide initiatives
Strengthened price communication and price investment in July
Hannaford highlights
Opened 20,000 ft² store in Maine in August
Made selective price investments in Q3
Well prepared for Q4
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Transformation Plan in Belgium executed according to plan
Process to sign up voluntary leavers has been completed in October 2015
Aim to generate at least €80 million savings by 2018
New Store Organisation implemented in 53 stores by mid-November
Strong performance of our Affiliated network
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SEE: market share gains continue thanks to well adapted store formats and concepts and constant customer focus
Strong performance in the region, driven by all countries
Double-digit CSS growth in Romania
Market share growth in Greece, Serbia & Romania
Optimistic to continue growing in Greece despite impact of crisis on consumer
Good results of remodeled Maxi stores in Serbia
Strong commercial activity in Romania
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Driving increased customer relevance and sustainable growth through the proposed Ahold Delhaize merger
Stronger, better, more innovative company
Shared focus on the customer
More than 6,500 stores with enhanced scale across regions
Market-leading customer offerings with broader choices in products, services and shopping anytime, anywhere
Strong, trusted local brands in neighbouring geographies
Ability to leverage own brands and expertise to bring better value and choice
Significant value creation
Anticipated run-rate synergies of €500 million per year
80% realised after 2 years
Expected to be earnings accretive in first year after completion
Highly cash generative businesses to continue investing in future growth and delivering attractive returns to shareholders
Expected dividend policy: 40-50% payout ratio of adjusted net income
Balanced governance structure
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Ahold Delhaize merger process is on track
Moving forward with the integration planning
Closing still foreseen for mid 2016
Different workstreams underway on key topics (synergies, strategy, operating model, …)
Key milestones
Ahold F-4 (US SEC), Dutch prospectus (AFM)
EGMs
Competition authorities in the U.S. and Belgium
Upcoming joint roadshows with CEOs of both groups
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2015 outlook
Continue to focus on our two strategic initiatives
Food Lion « Easy, Fresh and Affordable »
162 Raleigh stores relaunched on October 14
Delhaize Belgium Transformation Plan
Implementation of New Store Organisation
Trends for Q4 2015
Positive volume growth in the 3 segments
Positive market share and CSS in Belgium in particular
Healthy Free Cash Flow generation
(1)
Cash capex of approximately €700 million
(1) At identical exchange rates (€1 = $1.3285)
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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 hereunto duly authorized.
| ETABLISSEMENTS DELHAIZE FRÈRES ET CIE “LE LION” (GROUPE DELHAIZE) | ||||||
| Date: November 16, 2015 | By: | /s/ G. Linn Evans | ||||
| G. Linn Evans | ||||||
| Senior Vice President | ||||||