20-F

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

(Mark One)

¨ Registration statement pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934

or

x Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2014

or

¨ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from                      to                     

or

¨ Shell company report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of event requiring this shell company report

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)*

Belgium

(Jurisdiction of incorporation or organization)

Square Marie Curie 40

1070 Brussels, Belgium

(Address of principal executive offices)

Pierre Bouchut

Tel: +32 2 412 22 11

Fax: +32 2 412 22 22

Square Marie Curie 40

1070 Brussels, Belgium

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
Ordinary Shares, without nominal value	New York Stock Exchange**
American Depository Shares (as evidenced by American Depository Receipts), each representing one quarter of one Ordinary Share	New York State Exchange

* The Registrant’s charter (articles of association) specifies the Registrant’s name in French, Dutch and English.

** Not for trading, but only in connection with the registration of American Depositary Shares, pursuant to the requirements of the Securities and Exchange Commission.

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

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

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:

Ordinary Shares, without nominal value 102,819,053 (as of December 31, 2014)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  x    No  ¨

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.    Yes  ¨    No  x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

    * Yes  ¨    No  ¨

* This requirement does not apply to the registrant in respect of this filing.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  x                Accelerated filer  ¨                Non-accelerated filer  ¨

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP  ¨ International Financial Reporting Standards as issued by the International Accounting Standards Board  x Other  ¨

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.    Item 17  ¨    Item 18  ¨

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

TABLE OF CONTENTS

GENERAL INFORMATION		ii
CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS		iii
PART I
ITEM 1.	IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS	1
ITEM 2.	OFFER STATISTICS AND EXPECTED TIMETABLE	1
ITEM 3.	KEY INFORMATION	1
ITEM 4.	INFORMATION ON THE COMPANY	18
ITEM 4A.	UNRESOLVED STAFF COMMENTS	27
ITEM 5.	OPERATING AND FINANCIAL REVIEW AND PROSPECTS	27
ITEM 6.	DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES	52
ITEM 7.	MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS	66
ITEM 8.	FINANCIAL INFORMATION	67
ITEM 9.	THE OFFER AND LISTING	69
ITEM 10.	ADDITIONAL INFORMATION	70
ITEM 11.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	91
ITEM 12.	DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES	93
PART II
ITEM 13.	DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES	93
ITEM 14.	MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS	93
ITEM 15.	CONTROLS AND PROCEDURES	93
ITEM 16.	[RESERVED]	94
ITEM 16A.	AUDIT COMMITTEE FINANCIAL EXPERT	94
ITEM 16B.	CODE OF ETHICS	94
ITEM 16C.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	94
ITEM 16D.	EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES	95
ITEM 16E.	PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS	95
ITEM 16F.	CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT	95
ITEM 16G.	CORPORATE GOVERNANCE	96
ITEM 16H.	MINE SAFETY DISCLOSURE	96
PART III
ITEM 17.	FINANCIAL STATEMENTS	96
ITEM 18.	FINANCIAL STATEMENTS	97
ITEM 19.	EXHIBITS	98

i

GENERAL INFORMATION

References to “Delhaize Group” and to “the company,” “our company,” “Group,” “we,” “us” and “our” in this Annual Report on Form 20-F for the fiscal year ended December 31, 2014 (this “Form 20-F Report”) are to Etablissements Delhaize Frères et Cie “Le Lion” (Groupe Delhaize) and its consolidated entities, unless the context otherwise requires.

We are a Belgian international food retailer present in seven countries on three continents. We were founded in Belgium in 1867. Our principal activity is the operation of food supermarkets. As of December 31, 2014, we had a store network (which includes company-operated, affiliated and franchised stores) of 3,468 stores and employed approximately 152,500 people. We conduct our retail operations primarily through our businesses in (i) the United States, which we refer to as Delhaize America, (ii) Belgium and the Grand Duchy of Luxembourg, which we refer to collectively as Delhaize Belgium, (iii) Greece, Romania and Serbia, which we refer to collectively as Southeastern Europe, and (iv) Indonesia, which is included in the consolidated financial statements applying the equity method. Our ordinary shares are listed under the symbol “DELB” on the regulated market NYSE Euronext, Brussels. Our American Depositary Shares (“ADSs”), evidenced by American Depositary Receipts (“ADRs”), each representing one quarter of one ordinary share, are listed on the New York Stock Exchange under the symbol “DEG.” During 2014, the ratio of ADSs to ordinary shares changed from one ADS for every one ordinary share to four ADSs for every one ordinary share. Our website can be found at www.delhaizegroup.com.

The results of operations of our company and those of our subsidiaries outside the United States are presented on a calendar-year basis. The fiscal year for our U.S. operations ends on the Saturday nearest December 31. The consolidated results of Delhaize Group for 2014, 2013, and 2012 include the results of operations of its U.S. subsidiaries for the 53 weeks ended January 3, 2015, and for the 52 weeks ended December 28, 2013, and December 29, 2012, respectively. Our financial information includes all of the assets, liabilities, sales and expenses of all consolidated subsidiaries, i.e. over which we can exercise control.

Our consolidated financial statements appear in Item 18 “Financial Statements” of this Form 20-F Report. Our consolidated financial statements presented herein were prepared using accounting policies in accordance with International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board, or IASB, and as adopted by the European Union, or EU. Currently, the only difference between the effective IFRS as issued by the IASB and adopted by the EU relates to certain paragraphs of IAS 39 Financial Instruments: Recognition and Measurement, which are not mandatorily applicable in the EU (so-called “carve-out”). We are not affected by the so-called carve-out, and for us there is therefore no difference between the effective IFRS as issued by the IASB and adopted by the EU, as of December 31, 2014.

In March 2015, our Board of Directors proposed a gross dividend of €1.60 per share to be paid to owners of ordinary shares against coupon nr. 53 on June 4, 2015. After deduction of 25% withholding tax pursuant to Belgian domestic law, this will result in a net dividend of €1.20 per share. This dividend is still subject to approval by the shareholders at the Ordinary Shareholders’ Meeting of May 28, 2015 and, therefore, has not been included as a liability in our consolidated financial statements prepared under IFRS. The estimated dividend liability, based on the number of shares issued at March 4, 2015, is €165 million.

The euro is our presentation currency. The translations of euro (“EUR” or “€”) amounts into U.S. dollar (“USD” or “$”) amounts are included solely for the convenience of readers and have been made, unless otherwise noted, at the rate of exchange of EUR 1.00 = USD 1.2141, the reference rate of the European Central Bank on December 31, 2014. Such translations should not be construed as representations that euro amounts could be converted into U.S. dollars at that or any other rate. For more information on foreign currency translation and presentation in this report, see Note 2.3 to the consolidated financial statements included in Item 18 of this Form 20-F Report.

Our address, telephone number and Internet address:

Etablissements Delhaize Frères et Cie “Le Lion” (Groupe Delhaize)

Square Marie Curie 40

1070 Brussels, Belgium

+32-2-412-2211

www.delhaizegroup.com

ii

CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS

Statements included in, or incorporated by reference into, this Form 20-F Report, other than statements of historical fact, which address activities, events or developments that we expect or anticipate will or may occur in the future, including, without limitation, statements regarding the expansion and growth of our business, anticipated store openings and renovations, future capital expenditures, projected revenue growth or synergies resulting from acquisitions, cost savings from internal reorganizations, and business strategy, are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, Section 21E of the Securities and Exchange Act of 1934, as amended, or the Exchange Act, and the Private Securities Litigation Reform Act of 1995 about us that are subject to risks and uncertainties. These forward-looking statements generally can be identified as statements that include phrases such as “believe,” “project,” “estimate,” “strategy,” “may,” “expect,” “anticipate,” “intend,” “plan,” “foresee,” “likely,” “should” or other similar words or phrases. Although we believe that these statements are based upon reasonable assumptions, we can give no assurance that our goals will be achieved. Given these uncertainties, prospective investors are cautioned not to place undue reliance on these forward-looking statements. A detailed discussion of risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements is included under “Risk Factors” of Item 3 “Key Information” within this Form 20-F Report. Other important factors that could cause actual results to differ materially from our expectations are described under “Factors Affecting Financial Condition and Results of Operation” of Item 5 “Operating and Financial Review and Prospects” and elsewhere below. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

iii

PART I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable.

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM 3. KEY INFORMATION

SELECTED FINANCIAL DATA

The following selected financial data is derived from our audited consolidated financial statements, included in Item 18 “Financial Statements” of this Form 20-F Report, which have been prepared using accounting policies in accordance with International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board, or IASB, and as adopted by the European Union, or EU. Currently, the only difference between the effective IFRS as issued by the IASB and as adopted by the EU relates to certain paragraphs of IAS 39 Financial Instruments: Recognition and Measurement, which are not mandatorily applicable in the EU (so-called “carve-out”). We are not affected by the so-called carve-out and for us there is therefore no difference between the effective IFRS as issued by the IASB and adopted by the EU.

The selected financial data presented below should be read in conjunction with our consolidated financial statements, related notes thereto and other financial information included in this Form 20-F Report.

Our presentation currency is the euro. U.S. dollar amounts contained in the income statement data, balance sheet data and other data tables below are provided solely for the convenience of the reader and have been calculated using the exchange rate of EUR 1.00 = USD 1.2141, the reference rate of the European Central Bank on December 31, 2014. Such translations should not be construed as representations that euro amounts could be converted into U.S. dollars at that or any other rate.

	Year Ended December 31,
	2014 USD		2014 EUR		2013 EUR		2012(2) EUR		2011(2) EUR		2010(2) EUR
	(in millions, except per share amounts)
INCOME STATEMENT DATA
Revenues		25,934		21,361		20,593		20,514		19,348		19,221
Operating profit		514		423		537		574		817		1,022
Profit before taxes and discontinued operations		309		255		357		352		654		834
Net profit from continuing operations		229		189		272		297		495		586
Net profit		109		90		182		103		472		575
Net profit attributable to equity holders of the Group		108		89		179		105		472		574
Cash dividends paid(1)		192		158		142		180		173		161
Basic earnings per share from continuing operations		2.25		1.85		2.65		2.96		4.92		5.84
Diluted earnings per share from continuing operations		2.23		1.84		2.64		2.95		4.89		5.79
Basic earnings per share		1.06		0.88		1.77		1.04		4.69		5.73
Diluted earnings per share		1.06		0.87		1.76		1.04		4.65		5.68

1

	December 31,
	2014 USD		2014 EUR		2013 EUR		2012(2) EUR		2011(2) EUR		2010(2) EUR
	(in millions)
BALANCE SHEET DATA
Current assets		4,802		3,955		3,664		3,190		3,107		2,962
Total assets		14,723		12,127		11,594		11,915		12,274		10,888
Short-term borrowings		—		—		—				60		16
Long-term debt		2,672		2,201		2,011		2,313		2,325		1,966
Long-term obligations under finance lease		577		475		496		612		689		684
Share capital		62		51		51		51		51		51
Shareholders’ equity		6,614		5,447		5,068		5,184		5,408		5,068
Non-controlling interests		8		6		5		2		5		1

	2014 USD			2014 EUR			2013 EUR			2012 EUR			2011 EUR			2010 EUR
	(in millions except for store count)
OTHER DATA
Store count at period end		—			3,468			3,534			3,451			3,408			2,800
Weighted average number of shares outstanding at period end		—			101.4			101.0			100.8			100.7			100.3
Net cash provided by operating activities		1,393			1,147			1,185			1,402			1,100			1,311
Net cash used in investing activities		(465	)		(383	)		(572	)		(630	)		(1,257	)		(661	)
Net cash used in financing activities		(465	)		(383	)		(359	)		(263	)		(146	)		(343	)
Capital expenditures		(736	)		(606	)		(565	)		(681	)		(754	)		(656	)

⁽¹⁾  We usually declare dividends once a year at our ordinary shareholders’ meeting following the fiscal year with respect to which the dividend relates. Dividends per share represent the dividend for the indicated fiscal year, which is approved at the shareholders’ meeting held the following year. Cash dividends paid represent the amount of dividend effectively paid during the indicated year.

⁽²⁾  Comparative data has been restated to reflect (i) the reclassification of the banner Bottom Dollar Food and our Bulgarian and Bosnian and Herzegovinian operations to discontinued operations given their divestiture and (ii) the initial application of IFRIC 21 (see Item 18 – Note 2.2 for additional information).

Dividends

The following table sets forth, for the periods indicated, historical dividend information per ordinary share. The 2014 dividend was proposed by the Board of Directors but still must be approved by the shareholders at the Ordinary Shareholders’ Meeting of May 28, 2015. Each year indicated in the following table represents the fiscal year of Delhaize Group to which the dividend relates. Actual payment of the annual dividend for each fiscal year occurs following Delhaize Group’s ordinary shareholders’ meeting in the subsequent year. The amounts set forth below in U.S. dollars represent the gross dividend per the number of American Depositary Shares, or ADSs, equal to one ordinary share paid by the depositary to holders of Delhaize Group ADSs on the dividend payment date. Effective April 7, 2014, the ratio of ADSs to ordinary shares changed from one ADS for every one ordinary share to four ADSs for every one ordinary share. The record date for ADR holders for payment of the dividend for the fiscal year 2014 is June 3, 2015 and the dividend payment date for those holders is June 9, 2015. The dividend amounts do not reflect any withholding taxes with respect to such dividends.

Dividend for Fiscal Year	Dividend per Delhaize Group Ordinary Share
	(amounts in EUR)		(amounts in USD)(1)
2014 (proposed dividend)		1.60		1.72
2013		1.56		2.12
2012		1.40		1.83
2011		1.76		2.20
2010		1.72		2.50

⁽¹⁾  The dividends are translated into U.S. dollars at the exchange rate on each of the respective dividend payment dates for ADR holders. For the 2014 dividend, we used the reference rate of the European Central Bank of April 1, 2015 of €1.00 = $1.0755.

2

Belgian law requires us to appropriate at least 5% of our annual profit to the statutory reserves until such reserve has reached an amount equal to 10% of our share capital. Subject to this requirement, shareholders may decide, upon proposal by the Board of Directors, at a shareholders’ meeting at which statutory non-consolidated financial statements are approved, to distribute as a dividend all or a portion of our net profits from the prior accounting years available for distribution, and all or a portion of available reserves.

Citibank, as our depositary, holds the underlying ordinary shares represented by our American Depositary Shares, or ADSs, as evidenced by ADRs. Each ADS represents an ownership interest in the underlying ordinary share and the right to receive one quarter of one ordinary share, which has been deposited with the depositary. Because Citibank holds the underlying ordinary shares, holders of the ADSs will generally receive the benefit from such underlying shares through Citibank. A deposit agreement among Citibank, Delhaize Group and all holders from time to time of the Delhaize Group ADSs sets forth the obligations of Citibank. Citibank will, as promptly as practicable after payment of a dividend, convert any cash dividend or distribution we pay on the ordinary shares, other than any dividend or distribution paid in U.S. dollars, into U.S. dollars if it can do so on a reasonable basis and can legally transfer the U.S. dollars to the United States. If that is not possible on a reasonable basis, or if any approval from any government is needed and cannot be obtained, the deposit agreement allows Citibank to distribute the foreign currency only to those Delhaize Group ADS holders to whom it is possible to do so or to hold the foreign currency it cannot convert for the account of the Delhaize Group ADS holders who have not been paid. Before making a distribution, any withholding taxes that must be paid under applicable laws will be deducted. See “Taxation” under Item 10 “Additional Information” in this Form 20-F Report. Citibank will distribute only whole U.S. dollars and cents and will round any fractional amounts to the nearest whole cent.

Exchange Rates

Our presentation currency is the euro. The euro to U.S. dollar exchange rate was EUR 1 = USD 1.2141 on December 31, 2014 based on the reference rate of the European Central Bank. The following tables set forth, for the periods and dates indicated, certain information concerning the exchange rates for the euro expressed in U.S. dollars per euro. Information concerning the U.S. dollar exchange rate is based on the noon buying rate in New York City for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York, which we refer to as the noon buying rate. The rate on April 1, 2015 was $1.0768 per euro.

The table below shows the average noon buying rate of the euro from 2010 to 2014.

Year ended December 31,	Average Rate(1)
2014		1.3210
2013		1.3303
2012		1.2909
2011		1.4002
2010		1.3216

⁽¹⁾  The average of the noon buying rates of the euro on the last business day of each month during the year.

The table below shows the high and low noon buying rates expressed in U.S. dollars per euro for the previous six months.

Month	High		Low
March 2015		1.1212		1.0524
February 2015		1.1462		1.1197
January 2015		1.2015		1.1279
December 2014		1.2504		1.2101
November 2014		1.2554		1.2394
October 2014		1.2812		1.2517

3

RISK FACTORS

The following discussion of risks should be read carefully in connection with evaluating our business, our prospects and the forward-looking statements contained in this Form 20-F Report. Any of the following risks could have a material adverse effect on our financial condition, results of operations, liquidity, the trading price of our securities and the actual outcome of matters as to which forward-looking statements contained in this Form 20-F Report are made. The risks and uncertainties described below are not the only ones that we may face. In addition to the following factors, please see the information under the heading entitled “Factors Affecting Financial Condition and Results of Operations” under Item 5 “Operating and Financial Review and Prospects.” For additional information regarding forward-looking statements, see “Cautionary Note Concerning Forward-Looking Statements” included in this Form 20-F Report.

Risks Related to Operations of Our Company

Our results are subject to risks relating to competition and narrow profit margins in the food retail industry.

The food retail industry is competitive and generally characterized by narrow and in some jurisdictions even capped profit margins. Our competitors include international, national, regional and local supermarket chains, supercenters, independent grocery stores, specialty food stores, warehouse club stores, retail drug chains, convenience stores, membership clubs, general merchandisers, discount retailers and restaurants. Food retail chains generally compete on the basis of location, quality of products, service, price, product variety, store condition and e-commerce offer. It is possible that we could face increased competition in the future from some or all of these competitors. To the extent we reduce prices to maintain or grow our market share in the face of competition, net income and cash generated from operations could be adversely affected. Some of our competitors have financial, distribution, purchasing and marketing resources that are greater than ours. Our profitability could be impacted as a result of the pricing, purchasing, financing, advertising or promotional decisions made by competitors.

We have substantial financial debt outstanding that could negatively impact our business.

We have substantial debt outstanding. At December 31, 2014, the carrying amount of the total consolidated financial debt outstanding was approximately €2.7 billion, which represents approximately 23% of our consolidated balance sheet. Our level of debt could:

• make it difficult for us to satisfy our obligations, including interest payments;

• limit our ability to obtain additional financing to operate our business;

• limit our financial flexibility in planning for and reacting to industry changes;

• place us at a competitive disadvantage as compared to less leveraged companies;

• increase our vulnerability to general adverse economic and industry conditions; and

• require us to dedicate a substantial portion of our cash flow to payments on our debt, reducing the availability of our cash flow for other purposes.

We may borrow additional funds to support our capital expenditures and working capital needs and to finance future acquisitions. The incurrence of additional debt could make it more likely that we will experience some or all of the risks described above. For additional information on liquidity and leverage risk, see “Item 5. Operating and Financial Review and Prospects —Liquidity and Capital Resources.”

If we do not generate positive cash flows, we may be unable to service our debt.

Our ability to pay principal and interest on our debt depends on our future operating performance. Future operating performance is subject to market conditions and business factors that often are beyond our control. Consequently, we cannot guarantee that we will have sufficient cash flows to pay the principal, premium, if any, and interest on our debt. If our cash flows and capital resources are insufficient to allow us to make scheduled payments on our debt, we may have to reduce or delay capital expenditures, sell assets, seek additional capital or restructure or refinance our debt. We cannot guarantee that the terms of our debt will allow these alternative measures or that such measures would satisfy our scheduled debt service obligations. If we cannot make scheduled payments on our debt, we will be in default and, as a result:

• our debt holders could declare all outstanding principal and accrued interest to be due and payable;

4

• our lenders could terminate their commitments and commence foreclosure proceedings against our assets; and

• we could be forced into bankruptcy or liquidation.

Certain of our debt agreements require us to maintain specified financial ratios and meet specific financial tests. Our failure to comply with these covenants could result in an event of default that, if not cured or waived, could result in us being required to repay these borrowings before their due date. If we were unable to make this repayment or otherwise refinance these borrowings, our lenders could foreclose on our assets. If we were unable to refinance these borrowings on favorable terms, our business could be adversely impacted.

General economic factors may adversely affect our financial performance.

General economic conditions in the areas where we operate may adversely affect our financial performance. Higher interest rates, higher fuel and other energy costs, weakness in the housing market, inflation, deflation, higher levels of unemployment, unavailability of consumer credit, higher consumer debt levels, higher tax rates and other changes in tax laws, overall economic slowdown and other economic factors could adversely affect consumer demand for the products and services we sell, change the mix of products we sell to one with a lower average gross margin and result in slower inventory turnover and greater markdowns on inventory. Higher interest rates, higher fuel and other energy costs, transportation costs, inflation, higher costs of labor, insurance and healthcare, foreign exchange rates fluctuations, higher tax rates and other changes in tax laws, changes in other laws and regulations and other economic factors can increase our cost of sales and selling, general and administrative expenses, and otherwise adversely affect our operations and operating results. These factors affect not only our operations, but also the operations of suppliers from whom we purchase goods, a factor that can result in an increase in the cost to us of the goods we sell to our customers. In Greece, we are exposed to the potential exit from the Eurozone, which will likely have an adverse impact on consumer spending and may cause us to impair assets related to our operations in Greece and record lower contributions from those assets in our operating results.

Our operations are subject to economic conditions that impact consumer spending.

Our results of operations are sensitive to changes in overall economic conditions in the areas where we operate, including Greece, that impact consumer spending, including discretionary spending. Consumers may reduce spending or change purchasing habits due to certain economic conditions such as decreasing employment levels, slowing business activity, increasing interest rates, increasing energy and fuel costs, increasing healthcare costs and increasing tax rates. A general reduction in the level of consumer spending or our inability to respond to shifting consumer attitudes regarding products, store location and other factors could adversely affect our growth and profitability.

Turbulence in the global credit markets and economy may adversely affect our financial condition and liquidity.

Disruptions in the capital and credit markets could adversely affect our ability to draw on our bank credit facilities or enter into new bank credit facilities. Our access to funds under our bank credit facilities is dependent on the ability of the banks that are parties to the facilities to meet their funding commitments. Those banks may not be able to meet their funding commitments to us if they experience shortages of capital and liquidity or if they experience excessive volumes of borrowing requests from Delhaize Group and other borrowers within a short period of time. Also, disruptions in the capital and credit markets may impact our ability to renew those bank credit facilities or enter into new bank credit facilities as needed. In addition, our suppliers and third-party service providers could experience credit or other financial difficulties that could result in their inability or delays in their ability to supply us with necessary goods and services.

The significance of the contributions of our U.S. operations to our revenues and the geographic concentration of our U.S. operations on the east coast of the United States make us vulnerable to economic downturns, natural disasters and other catastrophic events that impact that region.

During 2014, 63% of our reported revenues (excluding discontinued operations) were generated through our U.S. operations. We depend in part on our U.S. operations, for dividends and other payments to generate the funds necessary to meet our financial obligations. Substantially all of our U.S. operations are located on the east coast of the United States. Consequently, our operations depend significantly upon economic and other conditions in this area, in addition to those that may affect the United States or the world as a whole. Our results of operations may suffer based on a general economic downturn, natural disaster or other adverse condition impacting the east coast of the United States.

5

Increases in interest rates and/or a downgrade of our credit ratings could negatively affect our financing costs and our ability to access capital.

We have exposure to future interest rates based on the variable rate debt held by us and to the extent we raise debt in the capital markets to meet maturing debt obligations, to fund our capital expenditures and working capital needs and to finance future acquisitions. Daily working capital requirements are typically financed with operational cash flow and through the use of various committed and uncommitted lines of credit and a commercial paper program. The interest rate on these short and medium term borrowing arrangements is generally determined either as the inter-bank offering rate at the borrowing date plus a pre-set margin or based on market quotes from banks. Although we employ risk management techniques to hedge against interest rate volatility, significant and sustained increases in market interest rates could materially increase our financing costs and negatively impact our reported results.

We rely on access to bank and capital markets as sources of liquidity for cash requirements not satisfied by cash flows from operations. A downgrade in our credit ratings from the internationally-recognized credit rating agencies, particularly to a level below investment grade, could negatively affect our ability to access the bank and capital markets, especially in a time of uncertainty in either of those markets. A rating downgrade could also impact our ability to grow our businesses by substantially increasing the cost of, or limiting access to, capital. Our senior unsecured debt ratings from Standard & Poor’s and Moody’s are BBB- and Baa3 investment grades, respectively.

A rating is not a recommendation to buy, sell or hold debt, inasmuch as the rating does not comment as to market price or suitability for a particular investor. The ratings assigned to our debt address the likelihood of payment of principal and interest pursuant to their terms. A rating may be subject to revision or withdrawal at any time by the assigning rating agency. Each rating should be evaluated independently of any other rating that may be assigned to our securities and shall be viewed as the opinion of the assigning rating agency.

A competitive labor market as well as changes in labor conditions may increase our costs.

Our success depends in part on our ability to attract and retain qualified personnel in all areas of our business, including executives to lead our business. We compete with other businesses in our markets in attracting and retaining employees. Tight labor markets, increased overtime, collective labor agreements, increased healthcare costs, government mandated increases in the minimum wage and a higher proportion of full-time employees could result in an increase in labor costs, which could materially impact our results of operations. A shortage of qualified employees may require us to increase our wage and benefit offerings to compete effectively in the hiring and retention of qualified employees or to retain more expensive temporary employees. In addition, while we believe that relations with our employees are good, we cannot provide assurance that we will not become the target of future campaigns to unionize our employees or that such campaigns will not be successful. Also, we always face the risk that legislative bodies will approve laws that liberalize the procedures for union organization. If more of our workforce were to become unionized, it could affect our operating expenses. In 2014, our revenues in Belgium were impacted by strikes and disruptions following the announcement of our Transformation Plan (as discussed further in Item 5). Increased labor costs could increase our costs, resulting in a decrease in our profits or an increase in our losses. There can be no assurance that we will be able to fully absorb any increased labor costs through our efforts to increase efficiencies in other areas of our operations.

Because of the number of properties that we own and lease, we have a potential risk of environmental liability.

We are subject to laws, regulations and ordinances that govern activities and operations that may have adverse environmental effects and impose liabilities for the costs of cleaning, and certain damages arising from sites of past spills, disposals or other releases of hazardous materials. Under applicable environmental laws, we may be responsible for the remediation of environmental conditions and may be subject to associated liabilities relating to our stores, warehouses and offices, as well as the land on which they are situated, regardless of whether we lease, sublease or own the stores, warehouses, offices or land in question and regardless of whether such environmental conditions were created by us or by a prior owner or tenant. The costs of investigation, remediation or removal of environmental conditions may be substantial. Certain environmental laws also impose liability in connection with the handling of or exposure to asbestos-containing materials, pursuant to which third parties may seek recovery from owners, tenants or sub-tenants of real properties for personal injuries associated with asbestos-containing materials. There can be no assurance that environmental conditions relating to prior, existing or future store sites will not harm us through, for example, business interruption, cost of remediation or harm to reputation.

6

If we are unable to locate appropriate real estate or enter into real estate leases on commercially acceptable terms, we may be unable to open new stores.

Our ability to open new stores is dependent on our success in identifying and entering into leases on commercially reasonable terms for properties that are suitable for our needs. If we fail to identify and enter into leases on a timely basis for any reason, including our inability due to competition from other companies seeking similar sites, our growth may be impaired because we may be unable to open new stores as anticipated. Similarly, our business may be harmed if we are unable to renew the leases on our existing stores on commercially acceptable terms.

Unfavorable exchange rate fluctuations may negatively impact our financial performance.

Our operations are conducted primarily in the U.S., Belgium and Greece and to a lesser extent in other parts of Europe outside the Eurozone, including Romania and Serbia. Although we report our consolidated results in euros, in 2014, we derived almost 69% of our revenues from operating companies that have non-euro functional currencies. The results of operations and the financial position of each of our entities outside the euro zone are accounted for in the relevant local currency and then translated into euros at the applicable foreign currency exchange rate for inclusion in the Group’s consolidated financial statements, which are presented in euros (see also Note 2.3 in the consolidated financial statements with respect to translation of foreign currencies, being included under Item 18 in this Form 20-F Report). Exchange rate fluctuations between these foreign currencies and the euro may have a material adverse effect on our consolidated financial statements. These risks are monitored on a regular basis at a centralized level.

Because a substantial portion of our assets, liabilities and operating results are denominated in a different currency than the presentation currency, being euro, we are particularly exposed to currency risk arising from fluctuations in the value of these currencies against the euro. We do not hedge this “translation” exposure. However, the Group aims to minimize this exposure by funding the operations of our entities in their local currency, wherever feasible.

If the average U.S. dollar exchange rate had been 1 cent higher/lower and all other variables were held constant, our 2014 net profit would have increased/decreased by €2 million (€1 million in 2013 and €2 million in 2012). For additional information on exchange rate fluctuations, see “Item 3. Key Information — Selected Financial Data — Exchange Rates.” In 2014, 66% of our financial debt, after cross-currency swaps, was denominated in U.S. dollars while 77% of our EBITDA was generated in U.S. dollars.

Our exposure to fluctuations in foreign currency movements in our business operations is limited as each of our operating company’s purchases and sales are primarily denominated in their respective functional currencies.

We are exposed to foreign currency risks only on monetary items not denominated in the functional currency of the respective reporting entities, such as trade receivables and payables denominated in a foreign currency, financial assets classified as available for sale, derivatives, financial instruments not designated as hedge relationships and borrowings denominated in a foreign currency. If at December 31, 2014, the U.S. dollar had strengthened/weakened by 12% (estimate based on the standard deviation of daily volatilities of the Euro/U.S. dollar exchange rate during 2014 using a 95% confidence interval), our net profit (all other variables held constant) would have been €5 million higher/lower.

Various aspects of our business are subject to federal, regional, state and local laws and regulations in the U.S., Belgium and other countries, in addition to environmental regulations. Our compliance with these laws and regulations may require additional expenses or capital expenditures and could adversely affect our ability to conduct our business as planned.

In addition to environmental regulations, we are subject to federal, regional, state and local laws and regulations in the U.S., Belgium and other countries relating to, among other things, zoning, land use, workplace safety, public health, community right-to-know, store size, alcoholic beverage sales and pharmaceutical sales. A number of jurisdictions regulate the licensing of supermarkets, including retail alcoholic beverage license grants. In addition, under certain regulations, we are prohibited from selling alcoholic beverages in certain of our stores. Employers are also subject to laws governing their relationship with employees, including minimum wage requirements, overtime, working conditions, collective bargaining, disabled access and work permit requirements. Compliance with, or changes in, these laws could reduce the revenue and profitability of our supermarkets and could otherwise adversely affect our business, financial condition or results of operations. A number of laws exist which impose obligations or restrictions on owners with respect to access by disabled persons. Our compliance with these laws may result in modifications to our properties, or prevent us from performing certain further renovations.

7

As a result of selling food products, we face the risk of exposure to product liability claims and adverse publicity.

The preparation, packaging, marketing, distribution and sale of food products purchased from others entail an inherent risk of product liability, product recall and resultant adverse publicity. Such products may contain contaminants that may be inadvertently redistributed by us. These contaminants may, in certain cases, result in illness, injury or death if processing at the foodservice or consumer level does not eliminate the contaminants. Even an inadvertent shipment of adulterated products is a violation of law and may lead to an increased risk of exposure to product liability claims. There can be no assurance that such claims will not be asserted against us or that we will not be obligated to perform such a recall in the future. If a product liability claim is successful, our insurance may not be adequate to cover all liabilities we may incur, and we may not be able to continue to maintain such insurance, or obtain comparable insurance at a reasonable cost, if at all. If we do not have adequate insurance or contractual indemnification available, product liability claims relating to defective products could have a material adverse effect on our ability to successfully market our products and on our business, financial condition and results of operations. In addition, even if a product liability claim is not successful or is not fully pursued, the negative publicity surrounding any assertion that our products caused illness or injury could have a material adverse effect on our reputation with existing and potential customers and on our business and financial condition and results of operations.

Strikes, work stoppages and slowdowns could negatively affect our financial performance.

A number of employees of our companies, mostly outside of the United States, are members of unions. It is possible that relations with the unionized portion of our workforce will deteriorate or that our workforce would initiate a strike, work stoppage or slowdown in the future. In such an event, our business, financial condition and results of operations could be negatively affected, and we cannot provide assurance that we would be able to adequately meet the needs of our customers utilizing our remaining workforce. This risk applies particularly to Belgium, where operational results have been impacted by the announcement of the Transformation Plan in June 2014. In addition, similar actions by our non-unionized workforce are possible.

We may be unable to successfully develop and execute our strategy, which includes completing renovations and conversions and implementing brand repositioning plans.

Our success depends in large part on our ability to operate our customers’ preferred local supermarkets and work together to support that ambition. For more information on our strategy, see Item 4 “Information on the Company — Our strategy: Our Strategic Framework.” If we are unable to successfully develop and execute our strategy, or if our plans fail to meet customers’ expectations, our financial condition and results of operations could be adversely affected.

A key to our business strategy has been, and will continue to be, the renovation and/or conversion of our existing stores, as well as the renovation of our infrastructure. Although it is expected that cash flows generated from operations, supplemented by the unused borrowing capacity under our credit facilities and the availability of capital lease financing, will be sufficient to fund our capital renovation programs and conversion initiatives, sufficient funds may not be available. Our inability to successfully renovate and/or convert our existing stores and other infrastructure could adversely affect our business, results of operations and ability to compete successfully.

In May 2011, Food Lion started its repositioning work, and implemented this new strategy in its whole store network over a period of three years. In addition to price, we took action to strengthen other attributes of our Food Lion brand in those markets, focusing on the quality of the assortment as well as the ease and convenience of the shopping experience. While these initiatives have resulted in increased revenues, there can be no assurance that they will continue to be successful and that we will achieve the expected results.

In 2014, Food Lion rolled out the next step of its new strategy, centered on “Easy, Fresh and Affordable.” The strategy includes assortment changes, improvement at the check-outs and increased associate trainings to underline that the customer is at the center of what we do. While we expect the “Easy, Fresh and Affordable” initiative to result in increased revenues, there can be no assurance that this initiative will be successful and that we will be able to achieve the expected results.

8

We may be unsuccessful in managing the growth of our business or realizing the anticipated benefits of acquisitions we have made.

As part of our long-term strategy, we continue to reinforce our presence in the geographic locations where we currently operate and in adjacent regions, by pursuing acquisition opportunities in the retail grocery store industry and opening new stores. We also occasionally consider opportunities to expand into new regions. Realization of the anticipated benefits of an acquisition, store renovation, market renewal or store opening may take several years or may not occur at all. We face risks commonly encountered with growth through acquisition and conversion or expansion. The areas where we face risks include:

• identifying suitable acquisition opportunities or markets in which to expand;

• competitors who may have more resources to make acquisitions or expand operations or otherwise may make acquisitions that we would have been interested in making;

• diverting management’s time and focus from operating our business to acquisition integration challenges;

• obtaining necessary financing on satisfactory terms;

• making payments on the indebtedness that we might incur as a result of these acquisitions;

• losing customers of an acquired business;

• entering markets where we have no or limited experience;

• failing to assimilate the operations and personnel of acquired businesses;

• failing to install and integrate all necessary systems and controls;

• the need to integrate operations across different cultures and languages and to address the particular economic, currency, political, and regulatory risks associated with specific countries; and

• litigation or other claims in connection with the acquired company, including claims from terminated employees, customers, former stockholders, or other third parties.

There can be no assurance that we will be able to execute successfully our acquisition and integration strategy or store openings. Our failure to address these risks or other problems encountered in connection with our past or future acquisitions and investments may have a material adverse effect on our business, financial condition and results of operations.

Our business and/or financial results may be negatively affected if divestitures are not successfully completed.

We regularly evaluate the potential disposition of assets and businesses that may no longer help us meet our objectives. When we decide to sell assets or a business, we may encounter difficulty in finding buyers or alternative exit strategies on acceptable terms in a timely manner, which could delay the achievement of our strategic objectives. We may also dispose of a business at a price or on terms that are less desirable than we had anticipated. In addition, we may experience greater dis-synergies than expected, and the impact of the divestiture on our revenue growth may be larger than projected. After reaching an agreement with a buyer or seller for the disposition of a business, we are subject to satisfaction of pre-closing conditions as well as to necessary regulatory and governmental approvals on acceptable terms, which, if not satisfied or obtained, may prevent us from completing the transaction. Dispositions may also involve continued financial involvement in the divested business, such as through continuing equity ownership, guarantees, indemnities or other financial and commercial obligations. Following the sales of Bottom Dollar Food, Sweetbay, Harveys and Reid’s, we are providing guarantees for a number of existing operating or finance lease contracts, which extend through 2037. In the event of a future default of the buyer, we will be obligated under the terms of the contract to the landlords. Currently, we do not expect to be required to pay any amounts under these guarantees.

In November 2014, we signed an agreement to sell our Bottom Dollar Food store locations to ALDI Inc. The stores were closed in January 2015, and the transaction closed in March 2015. There can be no assurance that the anticipated benefits of our divestiture strategies will be realized.

Unexpected outcomes with respect to jurisdictional audits of income tax filings could result in an adverse effect on our financial performance.

As part of our ongoing business activity, we are regularly audited in the various jurisdictions in which we conduct business. While the ultimate outcome of these audits is not certain, we have considered the merits of our filing positions in our overall evaluation of potential tax liabilities and believe we have adequate liabilities recorded in our consolidated financial statements for potential exposures. Unexpected outcomes as a result of these audits could adversely affect our financial condition and results of operations.

9

Risks associated with the suppliers from whom our products are sourced could adversely affect our financial performance.

Significant disruptions in operations of our vendors and suppliers could materially impact our operations by disrupting store-level product selection or costs, resulting in reduced sales. The products we sell are sourced from a wide variety of domestic and international suppliers. Our ability to find qualified suppliers who meet our standards and to access products in a timely and efficient manner is a significant challenge. Political and economic instability in the countries in which suppliers are located, the financial instability of suppliers, suppliers’ failure to meet our standards, labor problems experienced by our suppliers, the availability of raw materials to suppliers, competition for products from other retailers, the impact of adverse weather conditions, product quality issues, currency exchange rates, transport availability and cost, inflation, deflation, and other factors relating to the suppliers and the countries in which they are located are beyond our control. In addition, tariffs and other impositions on imported goods, trade sanctions imposed on certain countries, the limitation on the importation of certain types of goods or of goods containing certain materials from other countries and other factors relating to foreign trade are beyond our control. These factors and other factors affecting our suppliers and access to products may result in decreased product selection and increased out-of-stock conditions, as well as higher product costs, which could adversely affect our operations and financial performance.

Risks associated with our franchised and affiliated stores could adversely affect our financial performance.

Approximately 20% of the stores in our store network are franchised or affiliated. Approximately 12% of our revenues are generated from our franchise or affiliate activities and are part of wholesale revenues. The operators of our affiliated and franchised stores operate and oversee the daily operations of their stores and are independent third parties. Although we attempt to properly select, train and support the operators of our affiliated and franchised stores, the ultimate success and quality of any affiliated or franchised store rests with its operator. If the operators of our affiliated and franchised stores do not successfully operate in a manner consistent with our standards, our image and reputation could be harmed, which could adversely affect our business and operating results. In addition, we have accounts receivables associated with our franchised and affiliated stores. If the operators of these stores do not operate successfully, we could be forced to write-off a portion of or all of the accounts receivables associated with such franchised and affiliated stores. In order to cover ourselves against this risk, we may enter into credit insurance.

Natural disasters and geopolitical events costs could adversely affect our financial performance.

The occurrence of one or more natural disasters, such as hurricanes, earthquakes, tsunamis or pandemics, or other severe weather, whether as a result of climate change or otherwise, or geopolitical events, such as civil unrest in a country in which we operate or in which our suppliers are located, and attacks disrupting transportation systems, could adversely affect our operations and financial performance. Such events could result in physical damage to one or more of our properties, the temporary closure of one or more stores or distribution centers, the temporary lack of an adequate work force in a market, the temporary decrease in customers in an affected area, the temporary or long-term disruption in the supply of products from some local and overseas suppliers, the temporary disruption in the transport of goods from overseas, delay in the delivery of goods to our distribution centers or stores within a country in which we are operating and the temporary reduction in the availability of products in our stores. These factors could otherwise disrupt and adversely affect our operations and financial performance.

In our control systems there are inherent limitations, and misstatements due to error or fraud may occur and not be detected, which may harm our business and financial performance and result in difficulty meeting our reporting obligations.

Effective internal control over financial reporting is necessary for us to provide reasonable assurance with respect to our financial reports and to effectively prevent fraud. If we cannot provide reasonable assurance with respect to our financial reports and effectively prevent fraud, our reputation, business and operating results could be harmed. Internal control over financial reporting may not prevent or detect misstatements because of its inherent limitations, including the possibility of human error, the circumvention or overriding of controls, or fraud. Therefore, even effective internal controls can provide only reasonable assurance with respect to the preparation and fair presentation of financial statements. In addition, projections of any evaluation of the effectiveness of internal control over financial reporting to future periods are subject to the risks that the control may become inadequate because of changes in conditions or that the degree of compliance with policies or procedures may deteriorate. If we fail to maintain the adequacy of our internal controls, including any failure to implement required new or improved controls, or if we experience difficulties in its implementation of internal controls, our business and operating results could be harmed and we could fail to meet our reporting obligations.

10

Our operations are dependent on information technology (“IT”) systems, the failure or breach of security of any of which may harm our reputation and adversely affect our financial performance.

Many of the functions of our operations are dependent on IT systems developed and maintained by internal experts or third parties. The failure of any of these IT systems may cause disruptions in our operations, adversely affecting our sales and profitability. We have recovery plans in place to reduce the negative impact of such IT systems failures on our operations, but there is no assurance that these recovery plans will be completely effective in doing so.

As do most retailers, we receive and store certain personal information about our customers in our information systems, and we receive and store personal information concerning our associates and vendors. We also use third-party service providers for a variety of reasons, including, without limitation, encryption and authentication technology, content delivery to customers, back-office support, and other functions. In addition, our online operations depend upon the secure transmission of confidential information over public networks, including information permitting cashless payments. If third parties or our employees are able to penetrate our network security or otherwise misappropriate our customers’ personal information or credit or debit card information, or if we give third parties or our employees improper access to our customers’ personal information or credit card information, we could be subject to liability. This liability could include claims for unauthorized purchases with credit or debit card information, identity theft or other similar fraud-related claims. This liability could also include claims for other misuses of personal information, including for unauthorized marketing purposes. Other liability could include claims alleging misrepresentation of our privacy and data security practices. Any such liability for misappropriation of this information could decrease our profitability. Our security measures are designed to protect against security breaches, but our failure to prevent such security breaches could subject us to liability, damage our reputation and diminish the value of our brand names.

A change in supplier terms could adversely affect our financial performance.

We receive allowances, credits and income from suppliers primarily for volume incentives, new product introductions, in-store promotions and co-operative advertising. Certain of these funds are based on our volume of net sales or purchases, growth rate of net sales or purchases and marketing programs. If we do not grow our net sales over prior periods or if we are not in compliance with the terms of these programs, there could be a material negative effect on the amount of incentives offered or paid to us by our suppliers. Additionally, suppliers routinely change the requirements for, and the amount of, funds available. No assurance can be given that we will continue to receive such incentives or that we will be able to collect outstanding amounts relating to these incentives in a timely manner, or at all. A reduction in, the discontinuance of, or a significant delay in receiving such incentives, as well as the inability to collect such incentives, could have a material adverse effect on our business, results of operation, and financial condition.

We are subject to antitrust and similar legislation in the jurisdictions in which we operate.

We are subject to a variety of antitrust and similar legislation in the jurisdictions in which we operate. In a number of markets, we have market positions which may make future significant acquisitions more difficult and may limit our ability to expand by acquisition or merger, in the event we wish to do so.

In addition, we are subject to legislation in many of the jurisdictions in which we operate relating to unfair competitive practices and similar behavior. We have been subject to and may in the future be subject to allegations of, or further regulatory investigations or proceedings into, such practices. Such allegations or investigations or proceedings (irrespective of merit), may require us to devote significant management resources to defending ourselves against such allegations. In the event that such allegations are proven, we may be subject to significant fines, damages awards and other expenses, and our reputation may be harmed, which could materially adversely affect our business, results of operation, financial condition and liquidity.

In 2007, representatives of the Belgian Competition Authority visited Delhaize Belgium’s procurement department in Zellik, Belgium, and requested the provision of certain documents. This visit was part of a national investigation affecting several companies active in Belgium in the supply and retail sale of health and beauty products and other household goods. In 2012, the Auditor to the Belgian Competition Authority issued its investigation report. The investigation involves 11 suppliers and 7 retailers, including Delhaize Belgium, alleging coordination of price increases for certain health and beauty products sold in Belgium from 2002 to 2007. In 2013, Delhaize Belgium and other retailers lodged an appeal against the decision of the Auditor to utilize certain documents seized during the visits to Zellik and other companies’ facilities. The decision of the Court of Appeal of Brussels is pending. A decision on the merits of the matter by the Authority would likely not occur before the end of 2015, and, under current Belgian legislation, the parties have the right to appeal an adverse decision of the Authority in court. Based on the current facts and circumstances, a provision has been recognized in the first quarter of 2015.

11

In a separate matter related to another of our operations, Mega Image in Romania, we have, since 2009, answered a series of questions sent by the Romanian Competition Authority to various suppliers and retailers operating in Romania in connection with an ongoing antitrust investigation. The questionnaires focused on the contractual and commercial relationships between the retailers and local food suppliers. During 2014, we received the Statement of Objections from the Romanian Competition Authority, which alleged that several retailers (including Mega Image) and suppliers were involved in possible competition infringements and recommended to the Romanian Competition Plenum to sanction the companies involved. We responded to the Statement of Objections and hearings in front of the Romanian Competition Plenum took place afterwards. In 2014, the Romanian Competition Plenum determined that Mega Image, some of its suppliers and other food retailers active in Romania had in its view infringed Romanian Competition Law through the alleged setting up of anticompetitive vertical agreements during the period of 2005-2009. The Romanian Competition Plenum in 2014 announced its intention to impose on Mega Image a fine of 1.05% of the total revenues achieved in 2013, and on April 27, 2015 provided to Mega Image a fully motivated decision. We have recognized a related provision of €5 million. Mega Image has one month from the notification of the fully motivated decision to lodge an appeal against the decision and to claim for a suspension of the payment.

Unexpected outcomes in our legal proceedings could impact our financial performance.

From time to time, we are party to legal proceedings including matters involving personnel and employment issues, personal injury, intellectual property, competition/antitrust matters, landlord-tenant matters, tax matters and other proceedings arising in the ordinary course of business. We have estimated our exposure to the claims and litigation arising in the normal course of business and believe we have made adequate provisions for such exposure. Unexpected outcomes in these matters could have an adverse effect on our financial condition and results of operations.

Additional legal proceedings arise from time to time outside the ordinary course of business, for which outcomes could have an adverse effect on our financial condition and results of operations. In a shareholders’ matter related to our wholly-owned subsidiary in Greece, we were notified in 2011 that some former shareholders of Alfa Beta Vassilopoulos S.A., who together held 7% of Alfa Beta shares, have filed a claim in front of the Court of First Instance of Athens challenging the price paid by us during the squeeze-out process that was approved by the Hellenic Capital Markets Commission. We believe that the squeeze-out transaction has been executed and completed in compliance with all legal and regulatory requirements. We continue to assess the merits and any potential exposure of this claim and to vigorously defend ourselves. The first hearing took place in 2013 and the Court of First Instance of Athens appointed a financial expert to assist the Court in assessing the value of the Alfa Beta shares when the squeeze-out was launched. The decision of the Court of First Instance of Athens is expected in 2016.

We may experience adverse results arising from claims against our self-insurance programs.

Our U.S. operations are self-insured for workers’ compensation, general liability, automotive accident, pharmacy claims and healthcare (including medical, pharmacy, dental and short-term disability) up to certain retentions and hold excess-insurance contracts with external insurers for any costs in excess of these retentions. We also use captive insurance arrangements for some of our self-insurance programs to provide flexibility and optimize costs.

Self-insurance liabilities are estimated based on actuarial valuations of claims filed and an estimate of claims incurred but not reported. We believe that the actuarial estimates are reasonable. These estimates are subject to a high degree of variability and uncertainty caused by such factors as future interest and inflation rates, future economic conditions, litigation and claims settlement trends, legislative and regulatory changes, changes in benefit levels and the frequency and severity of incurred but not reported claims (“IBNR”), making it possible that the final resolution of some of these claims may require us to make significant expenditures in excess of existing reserves.

Self-insurance reserves of €152 million are included as liabilities on the balance sheet as of December 31, 2014. More information on self-insurance can be found in Note 20.2 to the consolidated financial statements included in this Form 20-F Report.

Increasing costs associated with our defined benefit pension plans may adversely affect our results of operations, financial position or liquidity.

Most of our operating companies have pension plans, the structures and benefits of which vary with conditions and practices in the countries concerned. Pension benefits may be provided through defined contribution plans or defined benefit plans.

A defined contribution plan is a post-employment benefit plan under which we and / or the employee pays fixed contributions to a separate entity. Under such a plan, there are no legal or constructive obligations to pay further contributions, regardless of the performance of the funds held to satisfy future benefit payments. The actual retirement benefits are determined by the value of the contributions paid and the subsequent performance of investments made with these funds.

12

A defined benefit plan is a post-employment benefit plan which normally defines an amount of benefit that an employee will receive upon retirement, usually dependent on one or more factors such as age, years of services, compensation and / or guaranteed returns on contributions made.

We have defined benefit plans at several of our entities and a total of approximately 24% of our employees were covered by defined benefit plans at the end of 2014. Assumptions related to discount rates, inflation, interest crediting rate and future salary increases or mortality rates have a significant impact on our funding requirements related to these plans. These estimates and assumptions may change based on actual return on plan assets, changes in interest rates, demographical situation and governmental regulations. Therefore, our funding requirements may change and additional contributions could be required in the future. If, as of a balance sheet date, the fair value of any plan assets of a defined benefit plan is lower than the defined benefit obligations (determined based on actuarial assumptions), we bear a theoretical “underfunding risk” at that moment in time. At the end of 2014, we recognized a net liability of €135 million to cover such underfunding. Details on our pension plans can be found in Note 21.1 to the consolidated financial statements included in this Form 20-F Report.

We may not achieve all efficiencies and cost savings anticipated through our internal restructuring work.

Beginning in 2010, the support functions for our U.S. banners have been centralized, while the unique go-to-market strategies of our banners have been maintained. In this structure, the U.S. banner organizations benefit from common U.S. support services for supply chain, IT, finance, human resources, organizational change management, legal and government relations, communications, strategy and research, and corporate development. The goal of the common support services is to create greater efficiencies, scale, and flexibility, ultimately better serving our banners and customers. Additionally, we have made management and merchandising function changes at Delhaize America aimed at operating more effectively and efficiently. We cannot provide assurance that we will continue to realize the expected benefits of our internal restructuring and management and merchandising function changes at Delhaize America, or through other related initiatives.

In June 2014, we announced a restructuring plan in Belgium, with related labor force and operational changes. The Belgium restructuring is designed to allow us to become more customer centric and efficient. While we expect this restructuring to allow us generate significant savings, there can be no assurance that the anticipated benefits of our restructuring will be realized.

Risks Relating to Our Securities and Our Incorporation in Belgium

The trading price of our ADRs and dividends paid on our ordinary shares underlying the ADRs may be materially adversely affected by fluctuations in the exchange rate for converting euros into U.S. dollars.

Fluctuations in the exchange rate for converting euros into U.S. dollars may affect the value of our ADRs and ordinary shares. Specifically, as the relative value of the euro to the U.S. dollar declines, each of the following values will also decline (and vice versa):

• the U.S. dollar equivalent of the euro trading price of Delhaize Group ordinary shares in Belgium, which may consequently cause the trading price of Delhaize Group ADRs in the United States to also decline;

• the U.S. dollar equivalent of the proceeds that a holder of Delhaize Group ADRs would receive upon the sale in Belgium of any Delhaize Group ordinary share withdrawn from the depositary; and

• the U.S. dollar equivalent of cash dividends paid in euros on the Delhaize Group shares represented by the ADRs.

Due to delays in notification to and by the depositary, the holders of Delhaize Group ADRs may not be able to give voting instructions to the depositary or to withdraw the Delhaize Group ordinary shares underlying their ADRs to vote such shares in person or by proxy.

Despite our best efforts, the depositary may not receive voting materials for Delhaize Group ordinary shares represented by Delhaize Group ADRs in time to ensure that holders of Delhaize Group ADRs can either instruct the depositary to vote the shares underlying their ADRs or withdraw such shares to vote them in person or by proxy. In addition, the depositary’s liability to holders of Delhaize Group ADRs for failing to execute voting instructions or for the manner of executing voting instructions is limited by the deposit agreement. As a result, holders of Delhaize Group ADRs may not be able to exercise their right to give voting instructions or to vote in person or by proxy and they may not have any recourse against the depositary or our company if their shares are not voted as they have requested or if their shares cannot be voted.

13

We are incorporated in Belgium, which provides for different and in some cases more limited shareholder rights than the laws of jurisdictions in the United States.

We are a Belgian company and our corporate affairs are governed by Belgian corporate law. Although provisions of Belgian company law resemble various provisions of the corporation laws of a number of states in the United States, principles of law relating to such matters as:

• the validity of corporate procedures,

• the fiduciary duties of management,

• the dividend payment dates, and

• the rights of shareholders,

may differ from those that would apply if we were incorporated in a jurisdiction within the United States. For example, there are no statutory dissenters’ rights under Belgian law with respect to share exchanges, mergers and other similar transactions, and the rights of shareholders of a Belgian company to sue derivatively, on the company’s behalf, are more limited than in the United States.

In addition, the rights of a shareholder to attend the general meeting of shareholders and to vote are subject to the registration of these shares in the name of this shareholder at midnight (Central European Time) on the record date, which is the fourteenth day before the meeting, either by registration of registered shares in the register of registered shares of the company, or by registration of dematerialized shares in the accounts of an authorized securities account keeper or clearing institution. Shareholders must notify the company (or the person designated by the company for this purpose) of their intent to participate in the general meeting of shareholders, no later than six days before the date of the meeting pursuant to the modalities set forth in the notice to the meeting. Similarly, a holder of our ADRs who gives voting instructions to the depositary must arrange for having those ADSs registered on the record date set by the Company, which is the fourteenth day before the meeting.

Belgian insolvency laws may adversely affect a recovery by the holders of amounts payable under our debt securities.

We are incorporated, and have our registered office, in Belgium and, consequently, may be subject to insolvency laws and proceedings in Belgium.

There are two types of insolvency procedures under Belgian law:

• the judicial reorganization procedure (réorganisation judiciaire/gerechtelijke reorganisatie) which was introduced by the Belgian Act on Continuity of January 31, 2009; and

• the bankruptcy (faillite/faillissement) procedure.

Belgian Act on Continuity

Amicable settlement

Any company can enter into an amicable settlement with some or all of its creditors to address its difficult financial situation or to reorganize its enterprise. The amicable settlement does not affect the rights of third parties. The Belgian Act on Continuity provides a safe harbor against the risk of the amicable settlement and the related transactions being set aside in case of later bankruptcy of the debtor. In order to benefit from this safe haven, the company has to file a copy of the amicable settlement with the court registry.

Judicial reorganization

The aim of a judicial reorganization is to maintain, under court’s supervision, the continuity of all or part of a stressed enterprise or of its activities.

14

Moratorium

The judicial reorganization involves a moratorium granted to the debtor for a period of up to six months (extendable in certain circumstances). During this moratorium period, no enforcement can take place against the debtor’s assets and no bankruptcy proceedings can be opened in respect of the debtor. Creditors will however be able to effect set-off in certain circumstances, enforce security over financial collateral and enforce pledges on receivables.

Judicial reorganization by way of amicable settlement

During the moratorium period, the debtor can negotiate an amicable settlement with two or more of its creditors. This negotiation takes place under a court’s supervision. Once agreed, the amicable settlement will be presented to the court and the moratorium will end. The amicable settlement as presented to the court benefits from the same safe haven as the amicable settlement reached outside of the judicial reorganization (as set out above).

Judicial reorganization by way of a collective agreement

The debtor can also prepare a reorganization plan involving a description of the restructuring it intends on implementing and a description of the creditors’ rights following that restructuring. Certain secured creditors can see their payments deferred and enforcement rights suspended in the reorganization plan for a period of up to 24 months on the condition that they are being paid interest. The reorganization plan must be approved by more than half of the creditors representing more than half of the principal amount of the claims involved. If the plan is approved, the court will sanction the reorganization plan and the moratorium will end. The debtor will be held to implement and comply with the reorganization plan and if it fails to do so, the creditors may require the court to revoke its approval of the reorganization plan.

Judicial reorganization by way of a transfer of enterprise under court supervision

The court can order the transfer of all or part of the activity of the debtor either with the debtor’s consent or without such consent at the request of any interested party in the event the debtor is bankrupt or if an attempted reorganization of the debtor has failed. The court will appoint a representative who will manage the sale and transfer. Once an offer has been selected, the court will hear the various stakeholders, including the creditors, and will approve, where appropriate subject to conditions, or reject the sale. The employment contracts will transfer with the enterprise but the purchaser can decide how many employees are transferred and can renegotiate the terms of the employment contracts. Following the completion of the sale of the enterprise, the creditors will be entitled to exercise their rights on the sale proceeds and the judicial reorganization will be closed. The remaining part of the enterprise can then be submitted to other insolvency, reorganization or winding-up proceedings.

Bankruptcy

A company which, on a sustained basis, has ceased to make payments and whose credit is impaired, will be deemed to be in a state of bankruptcy. Within one month after the cessation of payments, the company must file for bankruptcy. Bankruptcy procedures may also be initiated on the request of unpaid creditors or on the initiative of the public prosecutor.

Once the court decides that the requirements for bankruptcy are met, the court will establish a date before which claims for all unpaid debts must be filed by creditors. A bankruptcy trustee will be appointed to assume the operation of the business and to organize a sale of the debtor’s assets, the distribution of the proceeds thereof to creditors and the liquidation of the debtor.

Payments or other transactions (as listed below) made by a company during a certain period of time prior to that company being declared bankrupt (the “suspect period”) (période suspecte/verdachte periode) can be voided for the benefit of the creditors. The court will determine the date of commencement and the duration of the suspect period. This period starts on the date of sustained cessation of payment of debts by the debtor. The court can only determine the date of sustained cessation of payment of debts be a date earlier than the bankruptcy judgment if it has been requested to do so by a creditor proceeding for a bankruptcy judgment or if proceedings are initiated to that effect by the bankruptcy trustee or by any other interested party. This date can in principle not be earlier than six months before the date of the bankruptcy judgment. The ruling determining the date of commencement of the suspect period or the bankruptcy judgment itself can be opposed by third parties, such as other creditors, within 15 days following the publication of that ruling in the Belgian Official Gazette.

15

The rules on transactions which can or must be voided for the benefit of the bankrupt estate in the event of bankruptcy include the following:

• Any transaction entered into by a Belgian company during the suspect period is ineffective if the value given to such creditors significantly exceeded the value the company received in consideration.

• Security interests granted during the suspect period must be declared ineffective if they intend to secure a debt which existed prior to the date on which the security interest was granted.

• Any payments (in whatever form, i.e. money or in kind or by way of set-off) made during the suspect period of any debt which was not yet due as well as all payments made during the suspect period other than with money or monetary instruments (checks, promissory notes, etc.) must be declared ineffective.

Following a judgment commencing a bankruptcy proceeding, enforcement rights of individual creditors are suspended. Creditors secured by in rem rights, such as share pledges, will, as a rule, regain their ability to enforce their rights under the security after the bankruptcy trustee has verified the creditors’ claims.

We are a Belgian company and a majority of our directors and many of our officers are not residents of the United States. As a result, a litigant may be unable to serve legal process within the United States or enforce in the U.S. judgments against us and our non-resident directors and officers.

We are a Belgian company and a majority of our directors and many of our officers are not residents of the United States. Furthermore, a substantial portion of the assets of these non-resident persons are located outside the United States. As a result, a litigant may be unable to effect service of process within the United States upon these non-resident persons or to enforce in the United States any judgments obtained in U.S. courts against any of these non-resident persons or us based upon the civil liability provisions of the securities or other laws of the United States.

Civil liabilities based upon the securities and other laws of the United States may not be enforceable in original actions instituted in Belgium, or in actions instituted in Belgium to enforce judgments of U.S. courts.

Civil liabilities based upon the securities and other laws of the United States may not be enforceable in original actions instituted in Belgium, or in actions instituted in Belgium to enforce judgments of U.S. courts. Actions for the enforcement of judgments of U.S. courts might be successful only if the Belgian court confirms the substantive correctness of the judgment of the U.S. court, and is satisfied that:

• the effect of the enforcement judgment is not manifestly incompatible with Belgian public policy;

• the judgment did not violate the rights of the defendant;

• the judgment was not rendered in a matter where the parties transferred rights subject to transfer restrictions with the sole purpose of avoiding the application of the law applicable according to Belgian international private law;

• the judgment is not subject to further recourse under U.S. law;

• the judgment is not incompatible with a judgment rendered in Belgium or with a subsequent judgment rendered abroad that might be enforced in Belgium;

• a claim was not brought in the U.S. after a claim was brought in Belgium which is still pending between the same parties and with the same cause of action;

• the Belgian courts did not have exclusive jurisdiction to rule on the matter;

• the U.S. court did not accept its jurisdiction solely on the basis of either the nationality of the plaintiff or the location of the disputed goods; and

• the judgment submitted to the Belgian court is authentic.

16

Holders of our ADRs or ordinary shares have limited rights to call shareholders’ meetings or to submit shareholder proposals, which could adversely affect their ability to participate in the governance of Delhaize Group.

Except under limited circumstances, only our Board of Directors may call a shareholders’ meeting. Shareholders who collectively own at least 20% of the ordinary shares of Delhaize Group may require the Board of Directors or the statutory auditor to convene an extraordinary shareholders’ meeting. One or more shareholders holding together at least 3% of the share capital can request to put an item on the agenda of the shareholders’ meeting and table resolution proposals for items included on the agenda of the shareholders’ meeting. As a result, the ability of holders of our ADRs or ordinary shares to participate in and influence the governance of Delhaize Group is limited.

Holders of our ADRs have limited recourse if we or the depositary fails to meet its respective obligations under the deposit agreement or if they wish to involve Delhaize Group or the depositary in a legal proceeding.

The deposit agreement expressly limits the obligations and liability of Delhaize Group and the depositary. Neither we nor the depositary will be liable to the extent that liability results from the fact that they:

• are prevented or hindered in performing any obligation by circumstances beyond their control;

• exercise or fail to exercise discretion under the deposit agreement;

• perform their obligations without negligence or bad faith;

• take any action based upon advice of or information from legal counsel, accountants, any person presenting shares for deposit, any holder of our ADRs or any other qualified person; or

• rely on any documents they believe in good faith to be genuine and properly executed.

In addition, neither we nor the depositary has any obligation to participate in any action, suit or other proceeding in respect of our ADRs which may involve it in expense or liability unless it is indemnified to its satisfaction. These provisions of the deposit agreement will limit the ability of holders of our ADRs to obtain recourse if Delhaize Group or the depositary fails to meet its respective obligations under the deposit agreement or if they wish to involve us or the depositary in a legal proceeding.

The audit report included in this Form 20-F Report is prepared by an auditor who is not inspected by the Public Company Accounting Oversight Board and, as such, you are deprived of the benefits of such inspection

Auditors of companies that are registered with the U.S. Securities and Exchange Commission and traded publicly in the United States, including our independent registered public accounting firm, must be registered with the U.S. Public Company Accounting Oversight Board (United States) (the “PCAOB”) and are required by the laws of the United States to undergo regular inspections by the PCAOB to assess their compliance with the laws of the United States and professional standards. Because our auditors are located in Belgium, a jurisdiction where the PCAOB is currently unable to conduct inspections without the approval of the Belgian authorities, our auditors are not currently inspected by the PCAOB.

This lack of PCAOB inspections in Belgium currently prevents the PCAOB from regularly evaluating audits and quality control procedures of any auditors operating in Belgium, including our auditors. As a result, investors may be deprived of the benefits of PCAOB inspections.

The inability of the PCAOB to conduct inspections of auditors in Belgium makes it more difficult to evaluate the effectiveness of our auditor’s audit procedures or quality control procedures as compared to auditors outside of Belgium that are subject to PCAOB inspections.

We, as a non-U.S. issuer, are subject to disclosure standards that differ from those applicable to U.S. domestic issuers, which may limit the information available to holders of our ADRs, and corporate governance standards that differ from those applicable to U.S. domestic issuers, which may limit the transparency and independence of corporate governance, in each case as compared to U.S. domestic issuers.

17

As a non-U.S. issuer, we are not subject to the U.S. insider “short-swing” profit disclosure and reporting rules under Section 16 of the Securities Exchange Act. Although we are subject to the periodic reporting requirements of the Exchange Act, the periodic disclosure required of non-U.S. issuers under the Exchange Act is more limited than the periodic disclosure required of U.S. issuers. Therefore, there may be less publicly available information about us than is regularly published by or about U.S. domestic issuers in the U.S. In addition, as a Belgian company subject to the rules and regulations of the Securities and Exchange Commission, or SEC, we may publicly file our earnings reports later than U.S. issuers. We are required to file with the SEC annual reports on Form 20-F and reports on Form 6-K. We historically have filed reports on Form 6-K containing financial information on a quarterly basis, but such reports may not contain the same information as would be found in quarterly periodic reports filed by U.S. domestic issuers.

Our ordinary shares are listed on NYSE Euronext Brussels under the symbol “DELB” and our American Depositary Shares, or ADSs, as evidenced by American Depositary Receipts, or ADRs, are listed on the New York Stock Exchange, NYSE, under the symbol “DEG.” During 2014, the ratio of ADSs to ordinary shares changed from one ADS for every one ordinary share to four ADSs for every one ordinary share. Delhaize Group, as a non-U.S. company listed on the New York Stock Exchange (“NYSE”), is permitted to follow home country practice in lieu of certain corporate governance provisions of the NYSE applicable to US domestic companies. Under the NYSE’s corporate governance listing standards and the requirements of Form 20-F, we must disclose any significant ways in which our corporate governance practices differ from those followed by U.S. domestic companies under NYSE listing standards. For more information, see Item 16G, “Corporate Governance” below.

ITEM 4. INFORMATION ON THE COMPANY

INTRODUCTION

The commercial name of our company is Delhaize Group. The legal names of our company are in French “Etablissements Delhaize Frères et Cie “Le Lion” (Groupe Delhaize)”, in Dutch “Gebroeders Delhaize en Cie “De Leeuw” (Delhaize Groep)” and in English “Delhaize Brothers and Co. “The Lion” (Delhaize Group)”, in abridged in French “Groupe Delhaize”, in Dutch “Delhaize Groep” and in English “Delhaize Group”, the company being allowed to use any of its full legal corporate names or any of its abridged legal corporate names. Delhaize Group is a limited liability company incorporated and domiciled in Belgium. Our principal executive offices are located at Square Marie Curie 40, 1070 Brussels, Belgium. Our telephone number at that location is +32 2 412 22 11. Our Internet address is www.delhaizegroup.com. The information on our website is not a part of this Form 20-F Report.

We are a food retailer headquartered in Belgium with operations in seven countries on three continents — North America, Europe and Asia. At December 31, 2014, our store network (which includes company-operated, affiliated and franchised stores) consisted of 3,468 stores, and we employed approximately 152,500 people. In 2014, we recorded revenues of €21.4 billion and Group share in net profit of €89 million.

Our primary store format consists of food supermarkets. Our store network also includes other store formats such as proximity stores, cash and carry and specialty stores.

Delhaize Group SA is the parent company of a number of direct and indirect subsidiaries. A list of subsidiaries and related information is included in Note 36 to the consolidated financial statements included in Item 18 of this Form 20-F Report.

The following table sets forth, at the dates indicated, our store network in the United States, Belgium, Southeastern Europe and Asia:

18

Store Network (number of stores) per country

	At December 31,
	2014		2013		2012
United States(1)		1,361		1,514		1,553
Belgium and Grand Duchy of Luxembourg		880		852		840
Greece		308		281		268
Romania		410		296		193
Serbia		387		381		363
Bulgaria		—		54		43
Bosnia and Herzegovina		—		39		41
Albania		—		—		23
Montenegro		—		—		24
Indonesia		122		117		103
Total		3,468		3,534		3,451

⁽¹⁾ 2014 includes 66 Bottom Dollar Food stores divested in 2015.

Revenues (in millions of €) per reportable segment

	At December 31,
	2014		2013		2012
United States(1) (2)		13,360		12,536		12,767
Belgium(3)		4,919		5,072		4,922
SEE(4)		3,082		2,985		2,825
Total		21,361		20,593		20,514

⁽¹⁾  The segment “United States” includes the banners Food Lion and Hannaford. Revenues of Bottom Dollar Food are not included as this banner is reported in discontinued operations given its planned divestiture at year-end 2014.

⁽²⁾  U.S. revenues in 2014 include the 53^rd weeks of operations (52 weeks in 2013 and 2012).

⁽³⁾  The segment “Belgium” includes our operations in Belgium and the Grand Duchy of Luxembourg.

⁽⁴⁾  The segment “Southeastern Europe” includes our operations in Greece, Serbia and Romania. Our operations in Indonesia are accounted for under the equity method.

In 2014, operations in the United States accounted for 63% of revenues. Operations in Belgium and the Grand Duchy of Luxembourg accounted for 23% of revenues. Operations in Southeastern Europe accounted for 14% of revenues.

HISTORY AND DEVELOPMENT OF THE DELHAIZE GROUP

In 1867, the brothers Jules and Edouard Delhaize and their brother-in-law Jules Vieujant founded our company as a wholesale supplier of groceries in Charleroi, Belgium. In 1957, we opened our first supermarket in Belgium. Since that date, we have expanded our supermarket operations across Belgium and into other parts of Europe, North America and Southeast Asia. We were converted from a limited partnership to a limited liability company on February 22, 1962.

We entered the United States in 1974, acquiring approximately 35% of Food Town Stores, Inc., a food retailer that operated 22 stores in the southeastern United States. In 1976, we increased our stake to 52%. In 1983, Food Town Stores, Inc. was renamed Food Lion, Inc. In December 1996, our U.S. operations were expanded when Food Lion acquired Kash n’ Karry. In July 2000, we acquired Hannaford Bros. Co, a supermarket chain operating in the Northeastern U.S. In October 2003, we acquired J.H. Harvey Co., a supermarket business operating in Georgia and Florida, and added it to our U.S. store network. In November 2004, we acquired Victory Distributors, Inc., a 19-store business operating in Massachusetts and New Hampshire under the trade name Victory Super Markets, and added it to our U.S. store network and converted the stores to the Hannaford banner.

In April 2001, we and Delhaize America, our consolidated subsidiary through which our U.S. operations are conducted, consummated a share exchange transaction in which we acquired all of the outstanding shares of Delhaize America that we did not already own. Delhaize America shareholders exchanged their shares of Delhaize America common stock for either our American Depositary Receipts, or ADRs, which are listed on the New York Stock Exchange, or our ordinary shares, which are listed on NYSE Euronext Brussels. During 2014, the ratio of ADSs to ordinary shares changed from one ADS for every one ordinary share to four ADS for every one ordinary share.

19

The 1990s were a period of international expansion outside of Belgium and the United States for our company. The following subsidiaries were integrated into our company in the following countries during this time: Delvita – Czech Republic (1991), Alfa Beta – Greece (1992), PG – France (1994), Food Lion Thailand – Thailand (1997), Super Indo – Indonesia (1997), Delvita – Slovakia (1998), Shop N Save – Singapore (1999), Mega Image – Romania (2000) and Delhaize Deutschland – Germany (2003). Since then, some of these businesses have been divested to focus our resources on better investment opportunities or because the activity had become non-strategic: PG – France (2000), Shop N Save – Singapore (2003), Food Lion Thailand – Thailand (2004), Delvita – Slovakia (2005), Delvita – Czech Republic (2007) and Delhaize Deutschland – Germany (2009).

In 2001, Alfa Beta, our Greek operating company, acquired Trofo, a chain of stores operating in Greece that were subsequently re-branded into one of the Alfa Beta banners. In 2005, we acquired Cash Fresh, a chain of 43 supermarkets located mainly in the northeastern part of Belgium. In April 2008, Alfa Beta acquired 34 Plus Hellas stores (of which five were closed) and a brand new distribution center located in the North of Greece. In September 2008, we completed the acquisition of the La Fourmi chain of 14 supermarkets in Romania. In January 2009, Delhaize Group opened a new concept store in Belgium called Red Market. As of December 31, 2014, we operated 13 Red Market stores in Belgium. These stores serve as a laboratory for new concepts in the Belgian market and elsewhere throughout the Group. Red Market focuses on ease and speed of shopping, a reduced assortment, convenience and low prices.

In 2010, our wholly owned Dutch subsidiary Delhaize “The Lion” Nederland B.V. (Delned) obtained 100% of the voting rights of Alfa Beta following two tender offers and the exercise of its squeeze-out right. On October 1, 2010, Alfa Beta was delisted from the Athens Stock Exchange.

In July 2011, we acquired 100% of the shares and voting rights of Delta Maxi, a Serbian based food retailer active in five countries in the Southeastern part of Europe and with a network of approximately 485 stores, including convenience stores, supermarkets and hypermarkets and 7 distribution centers. In 2013 and 2014, we completed the sale of our operations in Albania, Montenegro, Bulgaria and Bosnia and Herzegovina, that were part of the Delta Maxi acquisition.

In 2013, we signed an agreement with Bi-Lo Holdings (Bi-Lo) to divest its Sweetbay, Harveys and Reid’s operations. The transaction closed in 2014.

In November 2014, we signed an agreement with ALDI Inc. to sell our 66 Bottom Dollar Food locations. The transaction was completed in March 2015.

Competitive Strengths

We believe that we are well positioned to capitalize on opportunities that exist in the supermarket industry in the geographical markets in which we operate. We seek to differentiate ourselves from our competitors through our competitive strengths, which include:

• Leading market shares and strong brand recognition. We aim to be among the top three supermarket operators in terms of annual revenues in the markets in which we operate. We believe that our leading market shares result in distribution and advertising synergies, competitive buying conditions and allow us to maintain customer loyalty and strong brand recognition.

• Good cost management. We focus on controlling and reducing elements of our cost of sales through centralized buying practices, distribution efficiencies, improved category management and an increased mix of private brand products. Effective use of information technology, store labor scheduling and attention to cost controls has allowed us to control our expense structure.

• Track record of reducing leverage (i.e., debt to equity ratio). We have historically been able to generate free cash flow and reduce leverage in our balance sheet. This has been possible through our strong profitability, disciplined working capital management and selective investments.

• Diversification through multiple banners and multiple markets where we enjoy leading market shares. We operate under multiple banners, each of which has a distinct strategy and a well-established and consistent brand image. Through our multiple banners, we are able to target the needs and requirements of specific markets, customize our product and service offerings and maintain strong brand recognition with our local customers.

20

• Experienced management team. Our executive officers have many years of experience in the food retailing industry. In addition, many of our company’s senior operating managers have spent much of their careers in their respective local markets.

• Attractive store base. Our store locations include many sites in developed urban and suburban locations that would be difficult to replicate. We have invested significant capital in our store base over the years through the addition of new stores and the renovation of existing stores in order to improve the overall quality of our customers’ shopping experience. In 2014 we spent €606 million (based on the average exchange rate in 2014 of €1 = $1.33) in capital expenditures. These capital expenditures include investment in a new distribution center in Serbia as well as renovations of existing stores and store support functions, particularly information technology and logistics.

• Distribution capacity and efficiency. We currently operate 27 distribution centers. Our warehousing and distribution systems are conveniently located within the areas we serve. Our distribution centers are capable of serving our existing store base and can service additional stores. We plan to continue to develop and invest in our warehousing and distribution systems in the future.

• Loyalty card programs. Transactions using the loyalty card program accounted for approximately 80%, 80% and 90% of revenues at Delhaize Belgium, Alfa Beta (including franchises) and Food Lion respectively, during 2014. Customers utilize our loyalty cards for buying incentives and discounts on select purchases. The use of loyalty card programs allows us to better serve our customers by, for instance, offering targeted promotions or developing partnerships with other companies to offer additional benefits to card holders.

• Operate as a global group. We are organized into different geographic regions that engage in global and regional purchasing, share retail knowledge and implement best practices. We have regional and company-wide coordination groups focusing on procurement, equipment purchasing, information technology, food safety, talent development, communication, risk management and legal.

Our strategy: Our Strategic Framework

Delhaize Group’s purpose is to operate our customers’ preferred local supermarkets and work together to support that ambition. Our Strategic Framework was re-designed in March 2014 to provide a clear roadmap as to how we achieve this purpose. Our Strategic Framework has five dimensions: our company’s purpose, the promises we make to our stakeholders, the principles we use to make decisions, how sustainability supports the objectives of our organization, and the values that embody who we are.

Our purpose is underpinned by the promise we make to our four key stakeholders – customers, associates, communities and shareholders. This promise articulates what we do; progress is measured on an ongoing basis using clear and consistent metrics.

Our principles outline how we will deliver on our promise and achieve our purpose. We have four principles: put customers first, lead locally, learn to grow, and drive profitable growth today and beyond. Together, these principles provide a clear road map for Delhaize Group to make choices that support profitable growth.

Our commitment to sustainability, today as in the past, is integrated into and supports our Strategic Framework. Sustainability is at the heart of how we run our business. In order to concretely measure our performance, we will continue to monitor our progress against our 2020 sustainability goals as well as our performance in the Dow Jones Sustainability Index.

Finally, our Values serve to remind us of who we are and who we will be for our customers and each other. They are: determination, integrity, courage, humility and humor.

21

BUSINESS OVERVIEW

Delhaize Group’s segment reporting is geographical, based on the location of customers and stores, which matches the way we manage our operations. In 2014, reportable segments include the United States, Belgium (including Belgium and the Grand Duchy of Luxembourg) and Southeastern Europe, which includes our operations in Greece, Serbia and Romania. We also hold a 51% stake of Super Indo (Indonesia).

As of December 31, 2014, we operated the following banners:

United States	Belgium(1)	Southeastern Europe
•    Food Lion •    Hannaford •    Bottom Dollar Food(2)	•    Delhaize “Le Lion”/Delhaize “De Leeuw” Supermarket •    AD Delhaize •    Proxy Delhaize •    Shop ‘n Go •    Tom & Co •    Red Market	•    Alfa Beta •    ENA •    AB Shop & Go •    AB City •    AB Food Market •    Mega Image •    Mega Image Shop & Go •    Maxi •    MaxiShop & Go •    Tempo

⁽¹⁾  Including 44 stores in the Grand Duchy of Luxembourg.

⁽²⁾  Stores sold in 2015.

United States

Overview. We engage in one line of business in the United States, the operation of food supermarkets in the southeastern, mid-Atlantic and northeastern regions of the United States under the banners Food Lion and Hannaford. In November 2014, Delhaize Group signed an agreement to sell its Bottom Dollar Food store locations to ALDI Inc. The transaction was completed early 2015.

In 2014, we had revenues of €13.4 billion ($17.7 billion) in the United States, representing 63% of the total Group revenues (excluding discontinued operations). At the end of 2014, we employed approximately 99,000 people in the United States (including 2,040 associates at Bottom Dollar Food).

Food Lion stores are located in 10 different states in the Southeast of the United States. Hannaford is located in five states throughout New England.

Store network. The growth of our U.S. store network has historically been based on store openings, complemented by selective acquisitions and divestments. In November 2014, Delhaize Group signed an agreement to sell its 66 Bottom Dollar Food store locations and in 2014 we closed an additional seven Food Lion stores. One Harveys store and one Reid’s store was converted into the Food Lion banner in 2014 following the sale of the Sweetbay, Harveys, and Reid’s operations to Bi-Lo Holdings (announced in May 2013). As a result, as of December 31, 2014, we operated 1,361 supermarkets (including the 66 Bottom Dollar Food store locations) in 17 states in the eastern United States.

22

State	Food Lion		Hannaford		Bottom Dollar Food		TOTAL
Delaware		23						23
Georgia		26						26
Kentucky		3						3
Maine				59				59
Maryland		79						79
Massachusetts				26				26
New Hampshire				34				34
New Jersey						13		13
New York				51				51
North Carolina		499						499
Ohio						4		4
Pennsylvania		8				49		57
South Carolina		115						115
Tennessee		30						30
Vermont				17				17
Virginia		307						307
West Virginia		18						18
TOTAL		1,108		187		66		1,361
Number of states		10		5		3		17

Banner	Store Sizes ft2
Food Lion	24,000 – 45,000
Hannaford	25,000 – 55,000

Between 2011 and the beginning of 2014, we repositioned all of our Food Lion stores with the aim of enhancing customer satisfaction by improving our price positioning and strengthening other attributes of the shopping experience. In 2014, Food Lion completed its phase repositioning by implementing Phase 4 in May 2013 (178 stores) and Phase 5 (169 stores) in November 2013. In 2014, Food Lion announced its new strategy: “Easy, Fresh and Affordable…You Can Count on Food Lion Every Day!” Executing against the new strategy, Food Lion unveiled 76 remodeled stores in the greater Wilmington, North Carolina, and greater Greenville, North Carolina markets. First results are encouraging and will allow us to fine tune our strategy further, rolling it out to an additional approximately 160 stores in 2015.

On January 12, 2012, we announced the completion of a thorough portfolio review and the subsequent decision to close 126 underperforming stores in the U.S. and to convert 42 Bloom and 22 Bottom Dollar Food stores to Food Lion. In addition, we decided to retire the Bloom brand.

On January 17, 2013, we announced the closing of 34 underperforming Sweetbay stores in Florida, 8 Food Lion stores and 3 Bottom Dollar Food stores.

On May 28, 2013, we announced the sale of the Sweetbay, Harveys, and Reid’s operations to Bi-Lo Holdings. The transaction closed in 2014.

In November 2014, we announced the sale of Bottom Dollar Food to ALDI Inc. This transaction was completed in March 2015.

Competition and regulation. The U.S. business in which we are engaged is competitive and characterized by narrow profit margins. We compete in the United States with international, national, regional and local supermarket chains, supercenters, independent grocery stores, specialty food stores, convenience stores, warehouse club stores, retail drug chains, membership clubs, general merchandisers, discount retailers and dollar stores. Competition is based primarily on location, price, consumer loyalty, product quality, variety and service. In order to support decisions on the competitiveness of the pricing level, we have developed detailed systems to compare prices with the competition.

The major competitors of Food Lion are Wal-Mart, Kroger (including Harris Teeter), Bi-Lo, Lowes Food, ALDI, Save-A-Lot and Publix. The major competitors of Hannaford are Supervalu (Shaws), Price Chopper, Wal-Mart, DeMoulas (Market Basket), Royal Ahold (Stop & Shop) and ShopRite.

23

The opening of new stores is largely unconstrained by regulation in most of the states where Food Lion operates. The majority of the states in which Hannaford operates are more restrictive through regulation of the opening of new stores. Shopping hours are mostly unconstrained by regulation in all of the states in which we are active. Most of our U.S. stores are open 17 to 18 hours a day and seven days a week.

Assortment. Our U.S. supermarkets sell a wide variety of groceries, produce, meats, dairy products, seafood, frozen food, deli/bakery products and non-food items such as prescriptions, health and beauty care and other household and personal products. Our U.S. stores offer nationally and regionally advertised brand name merchandise as well as products manufactured and packaged under private brands. Food Lion offers around 25,000 stock-keeping units (“SKUs”) in their supermarkets, and Hannaford between 25,000 and 46,000 SKUs.

Fresh products are a key category throughout the Group. Organic, natural and international foods are becoming more prevalent in the assortment. Hannaford and Food Lion feature a strong organic and natural food department, Nature’s Place, in their stores.

Private brand products. Each of our U.S. banners offers their own line of private brand products. The Food Lion and Hannaford private brand programs are consolidated into a single procurement program where appropriate, enhancing the sales and marketing of the various private brands, reducing the cost of goods sold for private brands and strengthening the margins for these products. Revenues from private brand products represented 27.34% and 28.1% of Food Lion and Hannaford’s respective revenues in 2014. As of December 31, 2014, Food Lion and Hannaford respectively carried approximately 6,575 and 7,200 private brand SKUs under their private brand programs. Both Food Lion and Hannaford have category-specific private brand lines for organic products, general merchandise and prepared meals.

Loyalty cards. Food Lion operates a customer loyalty card program, which is called the MVP card program, through which customers can benefit from additional savings. Transactions using the MVP card accounted for approximately 85% of revenues at Food Lion in 2014.

Pharmacies. As of December 31, 2014, there were 156 pharmacies in Hannaford stores and 29 in Food Lion stores.

Belgium and the Grand Duchy of Luxembourg

Overview. Belgium is our historical home market. The Belgian food retail market is characterized by a large presence of supermarkets, discount stores and independent shopkeepers. Over the years, we have built a strong market position (second in terms of sales with 24.7% in 2014 – source: AC Nielsen), providing our customers with quality products and services at competitive prices. In 2014, we had revenues of €4.9 billion in Belgium and the Grand Duchy of Luxembourg, representing 23% of the total Group revenues. At the end of 2014, we employed approximately 16,000 people in Belgium and the Grand Duchy of Luxembourg.

Store network. In Belgium and the Grand Duchy of Luxembourg our store network consists of several banners, depending on the specialty, the store size and whether the store is company-operated, franchised or affiliated (that is, stores with a Delhaize banner that are operated by independent third parties to whom we sell our products at wholesale prices). As of December 31, 2014, our store network increased by 28 stores since 2013 to 880 stores and consisted of 836 stores in Belgium and 44 stores in the Grand Duchy of Luxembourg.

The network included 378 supermarkets under the Delhaize “Le Lion”/Delhaize “De Leeuw,” AD Delhaize and Red Market banners, 359 proximity stores under the Proxy Delhaize and Shop ‘n Go banners, and 143 specialty stores operated under the Tom & Co banner. We are also active in E-commerce.

Supermarkets. At the end of 2014, there were 147 company-operated supermarkets under the Delhaize “Le Lion”/Delhaize “De Leeuw” banner and 218 affiliated supermarkets under the AD Delhaize banner in Belgium and the Grand Duchy of Luxembourg. The Delhaize “Le Lion”/Delhaize “De Leeuw” supermarkets have an average size of 1,900 square meters and offer around 20,000 SKUs, depending on their size. The AD Delhaize supermarkets have an average size of 1,100 square meters and offer approximately 13,000 SKUs.

At the end of 2014, Delhaize Group operated 13 Red Market stores in Belgium. The Red Market concept is a low-cost supermarket, able to offer permanent low prices on a limited range of approximately 6,000 SKUs including dry and fresh products and national as well as private brand products, in a pleasant and fast shopping experience at the quality standards for which Delhaize Belgium is renowned.

24

Proximity stores. At the end of 2014, our network of smaller conveniently located stores in Belgium and the Grand Duchy of Luxembourg consisted of 359 stores under Proxy Delhaize (234 stores) and Shop ‘n Go (125 stores). Proxy Delhaize and Shop ‘n Go are affiliated stores. Proxy Delhaize stores have an average selling area of approximately 500 square meters and offer approximately 8,000 SKUs. Most Shop ‘n Go stores are located in Q8 gas stations and address customer expectations regarding proximity, convenience, speed and longer operating hours. These stores have an average selling area of 140 square meters and offer approximately 3,000 SKUs.

Specialty stores. Tom & Co is a specialty chain focusing on food, care products, care services and accessories for pets. At the end of 2014, 124 out of 143 total Tom & Co stores were operated under franchise agreements with independent operators.

E-commerce. Caddy-Home, our food products home delivery banner in Belgium, sells food products to customers for which orders can be placed by the Internet and telephone. In 2009, Delhaize Belgium launched delhaize.be (previously Delhaize Direct), allowing customers to order their groceries through the Internet and pick them up at their local store. At the end of 2014, 125 stores were equipped with delhaize.be. In addition, customers can order wine on the dedicated website Delhaize Wineworld that offers a selection of 1,300 different wines from all over the world. After completing the ordering process, the wines are delivered to the customer at home.

Competition and regulation. The Belgian food retail market is competitive and characterized by a large presence of international retailers: Carrefour (France), Albert Heijn (Ahold – The Netherlands), Louis Delhaize-Cora (France), ALDI (Germany), Makro-Metro (Germany), Lidl (Germany) and Intermarché (France). In addition, we face competition from national retailers in Belgium, such as Colruyt and Mestdagh.

Competition is based primarily on location, price, consumer loyalty, product quality, variety and service. In Belgium, we focus on providing consistently competitive prices supplemented with regular promotions. In early 2007, Delhaize Belgium had its price comparison methodology certified by an independent consumer organization.

Belgian law requires that permits be obtained for the opening and extension of stores exceeding certain sizes (always above 400 square meters selling area). Operating hours are regulated and company-operated stores cannot open on Sunday, except in a small number of designated tourist zones.

Assortment. Our supermarkets in Belgium and the Grand Duchy of Luxembourg sell a wide variety of groceries, produce, meats, dairy products, seafood, frozen food, deli/bakery products and nonfood items such as health and beauty care and other household and personal products.

Management believes that we are a market leader in Belgium for prepared meals. In Belgium, we have also developed a large range of organic products.

Private brand. In Belgium, we actively promote three different lines of private brand products, including more than 5,700 different SKUs under the brands “Delhaize,” “Taste of Inspirations” and “365.” In 2014, private brand sales under our brand accounted for approximately 55% of total revenues generated in company-operated stores in Belgium. Our products, which are marketed as value priced products, aim to be comparable in quality to national brand products but are sold for lower prices. Private brand products under our brand are also used as a vehicle to increase differentiation and customer loyalty. “365” products are marketed as low price products with a “no frills” packaging. This private brand was launched in May 2004, initially in our Belgian operations, followed by our Greek and Romanian operations. At the end of 2014, the “365” offering included approximately 582 SKUs in Belgium and accounted for approximately 4.0% of revenues. Other private brands include “Care” (general merchandise and health and beauty products), Delhaize “Eco” and Delhaize “Bio.”

Loyalty Card. Our stores in Belgium use a loyalty card program known as the Plus card, which was used by customers for approximately 80% of total sales in our company-operated supermarkets in 2014. The Plus card also provides benefits for shoppers at our other stores in Belgium. We have developed partnerships with other companies in Belgium to offer additional benefits to holders of the Plus Card.

Southeastern Europe

Overview. In 2014, the Southeastern Europe segment (including our operations in Greece, Serbia and Romania) recorded revenues of €3.1 billion and represented 14% of the total Group revenues. Our Bosnian and Herzegovinan and Bulgarian operations were sold in 2014 and are presented in discontinued operations.

25

Store network. At year-end, the Southeastern Europe store network included 1,105 stores, 54 more than at the end of 2013. This increase is the combined effect of (i) the divesture and closing of 39 stores in Bosnia and Herzegovina and 54 stores in Bulgaria and (ii) the net opening/acquisition of 147 stores (primarily in Romania).

Greece. As of December 31, 2014, Alfa Beta had 308 stores, of which 184 company-operated supermarkets under the Alfa Beta banner, 44 company-operated AB City stores, 14 company-operated cash and carry stores under the ENA banner, and 66 (of which 64 affiliated) stores operated under the AB Food Market and AB Shop & Go banners. At the end of 2014, Alfa Beta employed around 11,600 people.

Alfa Beta seeks to attract customers looking for competitive pricing as well as quality products and services. Alfa Beta is known for its large assortment, including fresh and organic products and local specialties.

The Greek retail market is a fragmented, competitive market characterized by a large number of local retailers. Competition is based primarily on location, price, consumer loyalty, product quality, variety and service. Our company, Lidl (Germany) and Makro (Germany) are the only international food retail chains with a significant presence in Greece. The most important local food retailers are Sklavenitis, Veropoulos, Marinopoulos and Massoutis. Alfa Beta competes with supermarket chains, hypermarkets, discount stores and traditional Greek grocery stores and markets.

Permits from municipal, health regulation and fire protection authorities are required to open new stores and often require long periods to obtain. Operating hours tend to be strictly enforced, especially in the provinces. Operating stores on Sunday is prohibited, except in select designated tourist zones.

Romania. We own 100% of Mega Image since 2004. As of December 31, 2014, Mega Image operated 410 stores in Romania (200 Mega Image supermarkets and 210 Shop&Go convenience stores) and employed approximately 8,200 people. Mega Image’s network is concentrated in the Romanian capital of Bucharest, one of the most densely populated areas in Europe. During 2014, Mega Image in Romania continued its expansion with net openings of 114 new stores. Mega Image stores all offer the private brand ranges “365,” “Care” and the house brands available at Delhaize Belgium and Alfa Beta.

Serbia, Bosnia and Herzegovina and Bulgaria. On July 27, 2011, we acquired 100% of Delta Maxi, a Serbian food retailer present in five Balkan countries. At year-end 2014, we operated 387 stores in Serbia. In 2014, 54 stores in Bulgaria and 39 stores in Bosnia and Herzegovina were divested and their operations are presented as discontinued operations. At December 31, 2014, we had approximately 10,800 employees in Serbia.

Asia

Indonesia. In 1997, we entered Indonesia by acquiring an interest in P.T. Lion Super Indo LLC, an operator of 11 stores at that time. We own 51% of Super Indo and the remaining 49% is owned by the Indonesian Salim Group. Decisions about the relevant activities are taken by unanimous consent of both parties. Due to changes in IFRS, Super Indo is since 2013 accounted for under the equity method and comparative periods were restated. Super Indo was operating 122 stores as of December 31, 2014 and employing approximately 6,400 employees.

26

DESCRIPTION OF PROPERTY

Store Ownership of Store Network (as of December 31, 2014)

Property under finance leases consists mainly of buildings. The number of owned versus leased stores by operating segment at December 31, 2014 is as follows:

	Owned		Finance Leases		Operating Leases		Affiliated and Franchised Stores Owned by their Operators or Directly Leased by their Operators from a Third Party		Total
United States		233		501		627		—		1 361
Belgium		151		38		234		457		880
Southeastern Europe		338		—		703		64		1 105
Indonesia		—		—		122		—		122
Total		722		539		1 686		521		3 468

The majority of our company-operated stores are leased, with lease terms (including reasonably certain renewal options) generally ranging from 1 to 45 years and with renewal options ranging from 3 to 30 years.

ITEM 4A. UNRESOLVED STAFF COMMENTS

None.

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following section contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth under “Risk Factors” of Item 3 “Key Information” above and those set forth under “Factors Affecting Financial Condition and Results of Operations” of this Item 5 below.

INTRODUCTION

This discussion is intended to provide information that will assist the reader in understanding our consolidated financial statements, the changes in certain key items in those financial statements from year to year, and the primary causes for those changes, as well as how certain accounting principles affect our financial statements. The discussion also includes information about the financial results of the various segments of our business to provide a better understanding of how those segments and their results affect the financial condition and results of our operations as a whole.

In reading the following discussion and analysis, please refer to our audited consolidated financial statements for fiscal years 2014, 2013 and 2012, included under Item 18 in this Form 20-F Report. The consolidated financial statements referred to were prepared using accounting policies in accordance with International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board, or IASB, and as adopted by the European Union, or EU. Currently, the only difference between the effective IFRS as issued by the IASB and as adopted by the EU relates to certain paragraphs of IAS 39 Financial Instruments: Recognition and Measurement, which are not mandatorily applicable in the EU (so-called “carve-out”). We are not affected by the so-called carve-out. Therefore, for us, there is no difference between the effective IFRS as issued by the IASB and adopted by the EU, as of December 31, 2014. We further refer to our comments made in connection with “Initial Application of New, Revised or Amended IASB Pronouncements” and “Standards and Interpretations Issued but not yet Effective,” which are included in respectively Notes 2.2 and 2.5 under Item 18 in this Form 20-F Report.

Amounts in U.S. dollars in the following discussion and analysis are translated into euros at the exchange rates used to prepare the consolidated financial statements. The year-end exchange rate is used for balance sheet related items; the average daily exchange rate (i.e., the yearly average of exchange rates on each working day) is used for income statement and cash flow statement related items.

The results of operations of our company and those of our subsidiaries outside the United States are presented on a calendar year basis. The fiscal year for our wholly-owned U.S. subsidiaries ends on the Saturday nearest to December 31. Our consolidated results for 2014 include the results of operations of our U.S. subsidiaries for the 53 weeks ended January 3, 2015, and in 2013 and 2012, for the 52 weeks ended December 28, 2013 and December 29, 2012, respectively. Our financial information includes all of the assets, liabilities, revenues and expenses of all fully consolidated subsidiaries, i.e., those over which we can exercise control.

27

EXECUTIVE SUMMARY

The Food Retail Industry

We are a multinational food retailer, with differentiated concepts and offerings that are relevant to our customers. Our strong local identity, recognition for fresh assortment and private label expertise have resulted in leadership positions in most of the markets we operate.

Our principal activity is the operation of food supermarkets in the United States and Europe, through company operated, affiliated and franchised stores. Affiliated stores are stores with a Delhaize Group banner that are operated by independent third parties to whom we sell our products at wholesale prices. Our store network also includes proximity and specialty stores, particularly in Europe. In addition, we have a limited number of company-operated cash n’ carry stores in Greece, which provide food products to commercial customers. Approximately 80% of our stores are company-operated and 20% are operated as affiliated or franchised stores. In 2014, almost 90 percent of our consolidated revenues were generated through company-operated stores.

Our profits are generated by selling products at prices that produce revenues in excess of direct procurement costs and operating expenses. These costs and expenses include procurement and distribution costs, facility occupancy and other operational expenses, and overhead expenses.

Our financial results are influenced by various factors such as, but not limited to, cost of goods, inflation, deflation, currency exchange fluctuations, fuel prices, consumer preferences, general economic conditions and weather patterns. In addition, we also compete with numerous companies to attract and retain quality employees, as well as for prime retail site locations.

Operations

At the end of 2014, our store network totaled 3,468 stores (including 66 stores in the U.S., that were operated under the Bottom Dollar Food banner as of December 31, 2014 and were divested in March 2015).

Our stores sell a variety of groceries, produce, meats, dairy products, seafood, frozen food, deli-bakery and non-food items such as health and beauty care products, pet products, prescriptions and other household and personal products. Our companies offer nationally and regionally advertised brand name merchandise as well as products under private brands.

In 2014, our operations comprised three reportable segments:

• United States: At the end of 2014, we operated 1,361 stores in the United States, under the banners Food Lion, Hannaford and Bottom Dollar Food. In 2015, we divested 66 Bottom Dollar Food stores. Our U.S. business is the largest segment, accounting for 63% of our 2014 revenues (excluding revenues from Bottom Dollar Food, which are classified in discontinued operations).

• Belgium: Belgium is our historical home market. At the end of 2014, our Delhaize Belgium store network (including Grand Duchy of Luxembourg) consisted of 880 stores operating under different banners. The segment accounted for 23% of revenues for the year ended December 31, 2014.

• Southeastern Europe: This segment comprises our operations in Greece, Romania and Serbia. At the end of 2014, we operated 1,105 stores throughout the segment, representing 14% of our revenues. During the year, we divested our operations in Bulgaria (54 stores) and Bosnia and Herzegovina (39 stores).

In addition to the reportable segments, we also operate 122 stores in Indonesia as part of a joint venture of which we own 51% and which is accounted for under the equity method and as such no longer included in the key measure of profit or loss.

28

2014 Financial Result

In 2014, we had:

• Revenues of €21.4 billion, an increase of 3.7% compared to 2013. Revenue growth was primarily driven by our U.S. operations due to a 53^rd week of operations in 2014, continued good performance from the Food Lion brand repositioning, winter weather in the first quarter of the year and turmoil at one of Hannaford’s competitors. In Belgium, our sales were negatively impacted by disruptions following the announcement of our Transformation Plan whereas expansion in our Southeastern Europe segment drove revenue growth amidst difficult market conditions.

• Other operating expenses totaling €332 million in 2014 compared to €257 million in 2013, primarily consisting of €166 million impairment charges mainly related to Serbian goodwill and trade names and a €137 million reorganization charge for the Transformation Plan in Belgium.

• An operating margin of 2.0% compared to an operating margin of 2.6% in 2013.

• An underlying operating profit margin of 3.6% compared to 3.8% in 2013.

• Net financial expenses (finance costs less income from investments) of €172 million, being €12 million lower than 2013, mainly due to lower outstanding debt and higher interest income.

• An increase of the effective tax rate from 24.2% in 2013 to 26.3% in 2014, primarily due the statutory limitations associated with the recognition of tax benefits in our U.S. states and the non-tax deductibility of the goodwill impairment charge in Serbia, partially offset by a tax credit impact resulting from the reorganization charge at Delhaize Belgium.

• A loss from discontinued operations of €99 million compared to a loss of €90 million in 2013. The 2014 loss was primarily the result of the impairment charges recorded following the divestiture of Bottom Dollar Food and our operations in Bulgaria and Bosnia and Herzegovina.

• A group share in net profit of €89 million, representing a decrease of 50.3% compared with 2013.

In 2014, we sold our Sweetbay, Harveys and Reid’s operations in the U.S. and our operations in Bulgaria and Bosnia and Herzegovina and the results were presented as discontinued operations.

In 2014, we signed an agreement with ALDI Inc. to sell our 66 Bottom Dollar Food locations for approximately $15 million (€12 million). Related assets and liabilities are classified as a disposal group held for sale, and the relevant profit or loss after tax has been classified as “Result of discontinued operations.” The transaction was completed in March 2015. In 2014, the 66 stores included in the transaction generated revenues of approximately $0.5 billion.

CRITICAL ACCOUNTING ESTIMATES

We have selected accounting policies that we believe provide an accurate, true and fair view of our consolidated financial condition and results of operations. Those accounting policies are applied in a consistent manner, unless stated otherwise, which will be mainly a result of the application of new accounting pronouncements. Details on changes in accounting policies are provided in Note 2.2 to the consolidated financial statements. For a summary of all of our significant accounting policies, we refer to Note 2.3 to the consolidated financial statements. These consolidated financial statements are included under Item 18 in this Form 20-F Report.

The preparation of the consolidated financial statements in conformity with IFRS, as issued by the IASB, requires that we make certain estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. These estimates and assumptions, although based on historical and other factors that we believe to be reasonable under the circumstances, inherently contain some degree of uncertainty. We evaluate these estimates and assumptions on an ongoing basis and may retain outside consultants, accountants, lawyers and actuaries to assist us in our evaluation, with the final decision remaining with us. By definition, actual results may and will often differ from these estimates under different assumptions and conditions. In the past, our estimates generally have not deviated materially from actual results.

29

We believe the following accounting estimates and assumptions are critical because they involve the most significant judgments and estimates used in the preparation of our consolidated financial statements and the impact of the estimates and assumptions on financial condition or operating performance might be material.

Asset Impairment (excluding goodwill and indefinite useful lives intangible assets)

As explained in our description of accounting policies, we test assets with finite useful lives or groups of assets for which identifiable cash inflows are independent of other groups of assets and liabilities (so-called “cash generating units”) for impairment whenever events or circumstances indicate that impairment may exist. Due to the importance to our business, we particularly monitor the carrying value of our retail stores, each representing for this purpose a cash generating unit, for potential impairment, which we discuss further below.

An impairment loss is recorded for stores for which the recoverable value (the higher of value in use (“VIU”), calculated on the basis of projected discounted cash flows, or fair value less costs to sell (“FVLCTS”)), is less than its carrying amount, in which case the carrying amount of the store is written down to its recoverable amount. Only if events or circumstances indicate that impairment no longer exists, the impairment loss is reversed.

Testing retail stores for impairment is significantly impacted by estimates of future operating cash flows, discount rates and estimates of fair values. Future operating cash flows are estimated using our past experience and knowledge of the markets in which our stores are located. These estimates are adjusted for various factors such as inflation and general economic conditions. We estimate fair values based on a multiples approach or independent third party appraisals, based on the location and condition of the stores.

We believe the assumptions we use are reasonable, however, as indicated above, changes in economic conditions and operating performance impacting the assumptions used in projecting future operating cash flows will have a potential impact on the determination of the recoverable amount and the resulting impairment losses, if any.

Goodwill and Indefinite Useful Life Intangible Assets Impairment

In accordance with our accounting policies, we conduct an annual impairment assessment for goodwill and intangible assets with indefinite useful lives in the fourth quarter of each year (during the preparation of the year-end consolidated financial statements) and, in addition, whenever events or circumstances indicate that impairment may have occurred.

The FVLCTS of trade names is estimated by applying the royalty-relief-method, using revenue projections and discount rates of each operating entity consistent with the assumptions applied as part of the annual goodwill impairment testing. The applied estimated royalty rates are disclosed in Note 7 to our consolidated financial statements, included under Item 18 in this Form 20-F Report.

The impairment calculation for goodwill involves comparing the recoverable amount of the cash generating unit (“CGU”) that is benefiting from the synergies of the underlying business combination, with its carrying amount, which includes goodwill allocated to that CGU. The recoverable amount of the cash generating unit is determined based on the higher of VIU and FVLCTS calculations. Both the VIU and the FVLCTS calculations use cash flow projections based on financial plans approved by management covering a three-year period. Cash flows beyond that period are extrapolated using estimated growth rates. Earnings multiples paid for similar companies in the market have been used to ensure appropriateness of the FVLCTS estimates and overall consistency. The assumptions and valuation methods applied for our most significant CGUs are described in Note 6 to our consolidated financial statements, included under Item 18 in this Form 20-F Report. An impairment loss is recorded if the carrying value exceeds the recoverable amount. Goodwill impairments are never reversed.

The evaluation of goodwill for impairment testing requires management to use significant judgments and estimates regarding most importantly, but not limited to, projected future cash flows, growth rates and discount rates. We believe the assumptions used are reasonable. However, changes in economic conditions and operating performance can impact the assumptions used in projecting future operating cash flows and the selection of an appropriate discount rate, which can potentially impact the determination of the recoverable amount and the resulting impairment losses, if any.

The assumptions employed to estimate the VIU represent our best estimates of future developments and we are of the opinion that no reasonably possible change in any of the key assumptions mentioned would cause the carrying value of the significant cash generating units of the U.S., Belgium, Greece and Romania to exceed their recoverable amounts. Sensitivity information on various key assumptions has been disclosed in Note 6 to our consolidated financial statements, included under Item 18 in this Form 20-F Report. Except for Serbia, none of these sensitivities resulted in the situation that the carrying amount of the significant CGUs would have exceeded their recoverable amount.

30

In 2012, we impaired 100% of the goodwill recognized in connection with Bulgaria, Bosnia and Herzegovina and Montenegro and recognized an impairment loss of €85 million with respect to the Serbian goodwill. During 2013, the general economic situation in Serbia worsened significantly, impacting the Group’s short- to mid-term expectations for its Serbian operations and resulting in an impairment indicator and we recorded an additional impairment loss of €124 million. During 2014, the Serbian economy continued to struggle due to the impact of fiscal tightening, lower inflow of investments, and the overall fragile situation in the Serbian and international markets. During the second quarter, the country was further hit by a devastating flooding, which further negatively impacted the economy. At the same time, competition continued to strengthen in the retail market. Due to this, we reconsidered our estimates and forecasts and concluded that the aforementioned had a negative short-term impact on the cash flow projections of Delhaize Serbia, providing goodwill impairment indicators. Consequently, we updated our impairment review and recognized €138 million impairment losses. As part of our annual goodwill impairment testing the Serbian business was retested for impairment but it did not result in additional impairment We estimated that an increase of 100 basis points in the discount rate applied and a simultaneous reduction of 50 basis points in the terminal growth rate used to estimate the FVLCTS for Serbia would have decreased the recoverable amount of the Serbian goodwill by an additional €48 million and result in the carrying amount exceeding the recoverable amount by €40 million. Further sensitivity information is disclosed in Note 6 to our consolidated financial statements, included under Item 18 in this Form 20-F Report.

Trade receivables

We maintain an allowance for doubtful trade receivables to account for estimated losses resulting from the inability of customers to make required payments. When evaluating the adequacy of that allowance, we base our estimates on the aging of accounts receivable balances and historical write-off experience, customer credit worthiness, changes in customer payment terms and insurance coverage, if any. If the financial condition of customers were to deteriorate, actual write-offs might be higher than expected. Due to our large and unrelated customer and vendor base, and as there are no individually significant outstanding amounts, we are not exposed to any concentrations of credit risk.

Income Taxes

Income tax expense is comprised of current and deferred income tax, both of which need to be determined for each of the jurisdictions in which we conduct business. Management judgment is required for the calculation of current and deferred taxes. Current tax expense is the expected tax payable on the best estimate of taxable income for the period, using tax rates enacted, or substantively enacted, at the balance sheet date. Additionally, any adjustment to tax payable (receivable) for prior periods is reflected in current tax expense. Deferred tax expense is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities and the corresponding tax basis used in the computation of estimated taxable income. Deferred tax is calculated, considering (i) the tax rates that are expected to apply in the period when the liability is settled or the asset is realized and (ii) the expected manner of realization or settlement of the carrying amount of assets and liabilities.

Deferred tax assets and liabilities are generally recognized for all temporary differences except those related to the initial recognition of goodwill in jurisdictions in which the goodwill is not tax deductible Deferred tax assets, including deferred tax assets for tax loss carryforward positions and tax credit carryforward positions, are recognized to the extent that it is probable that future taxable income will be available against which temporary differences, unused tax losses, or unused tax credits can be utilized. The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent it is no longer probable that sufficient taxable income will be available to allow all or a portion of the asset to be recovered.

The assessment of our tax position in the various jurisdictions in which we conduct business is dependent upon management’s estimate. We recognize liabilities for uncertain tax positions when it is more likely than not that additional taxes will be due. In making this assessment, we assume that the tax authorities will examine the amounts reported to them with full knowledge of all relevant information. Based on our evaluation of the potential tax liabilities and the merits of our filing positions, we believe it is unlikely that any potential tax amounts, in excess of the amounts currently recorded as liabilities in our consolidated financial statements, would be material to our future financial condition or results of operations.

31

Self-Insurance

As explained in Note 20.2 to our consolidated financial statements, included under Item 18 in this Form 20-F Report, we are self-insured in the United States for workers compensation, general liability, vehicle accident and pharmacy claims up to a certain retention and we hold excess insurance contracts with external insurers for any costs in excess of these retentions.

Our self-insurance liability is determined actuarially, based on claims filed and an estimate of claims incurred but not reported (“IBNR”). The significant assumptions used in the development of the actuarial estimates are based upon our historical claims data, including the average monthly claims and the average duration between incurrence and payment.

We are also self-insured in the United States for health care which includes medical, pharmacy, dental and short-term disability. The self-insurance liability for IBNR claims is estimated quarterly by management based on available information and considers an annual actuarial evaluation based on historical claims experience, claims processing procedures and medical cost trends.

Actuarial estimates are subject to a high degree of uncertainty due to, among other things, changes in claim reporting patterns, claim settlement patterns, judicial decisions, legislation and economic conditions. We believe that the actuarial estimates are reasonable and represent our best estimate of the total exposure. However, it is in the nature of such estimates that significant differences between actual and estimates could materially affect our self-insurance obligations. For example, a negative shift in the yield curve used to discount the provision by 100 basis points would increase the provision by approximately €4 million.

Closed Store Provisions

We regularly review the operational performance of our retail stores and make assessments of the future developments of these stores. In some cases, we decide to close stores, which results in a number of accounting activities in order to ensure that assets and liabilities resulting from these decisions are appropriately reflected in our financial statements. This involves testing assets for impairment, see above, but also the recognition of closed store provisions which consist primarily of provisions for onerous contracts and severance (“termination”) costs.

The provision for onerous contracts is estimated based on remaining lease obligations, expected sub-lease income and other exit costs associated with store closing commitments. Other exit costs include estimated utilities, real estate taxes, common area maintenance and insurance costs to be incurred after the store closes, all of which are contractually required payments under the lease agreements, over the remaining lease term.

The estimates are based on past experience and are reviewed regularly to ensure that accrued amounts continue to reflect our best estimate of the outstanding commitments. By the nature of such estimates, the actual amounts recorded may differ. Adjustments to closed store provisions primarily relate to changes in subtenant income and actual exit costs. Such adjustments are made in the period in which the change becomes known. Any excess closed store provision remaining upon settlement of the obligation is reversed in the period that such settlement is determined.

Calculating the estimated closed store provisions requires significant judgments and estimates that could be impacted by factors such as the extent of interested buyers, the ability to obtain subleases, the creditworthiness of sub-lessees, and our success at negotiating early termination agreements with lessors. These factors are significantly dependent on general economic conditions and resulting demand for commercial property. Finally, applying an appropriate discount rate on the estimated long-term cash flow projection requires the application of judgment.

Varying the discount rate applied by 200 basis points would not have impacted the profit or loss for 2014 store closing activities and would have increased / decreased the total closed store provision by €8 million.

Supplier Allowances

We receive allowances and credits from suppliers primarily for in-store promotions, co-operative advertising, new product introductions and volume incentives. We have a strict rebuttable presumption that allowances for in-store promotions, co-operative advertising and volume incentives represent a reduction in the cost of inventory and are recognized when the product is sold unless they represent reimbursement of a specific, identifiable cost incurred by us to sell the vendor’s product. Such reimbursements are recorded as a reduction in selling, general and administrative expenses. Income from new product introductions constitutes an allowance received to compensate us for costs incurred for product handling and are recognized over the product introduction period in cost of sales.

32

Estimating rebates from suppliers requires in certain cases the use of assumptions and judgment regarding the achievement of specified purchase or sales level and related inventory turnover. We regularly review the relevant significant assumptions and estimates and make adjustments as necessary. Although we believe the assumptions and estimates used are reasonable, significant changes in these arrangements or purchase volumes could have a significant effect on future cost of sales.

Amounts owed to us under these arrangements are subject to counterparty credit risk. In addition, the terms of the contracts covering these programs can be complex and subject to interpretation, which can potentially result in disputes.

We provide an allowance for uncollectible amounts and to cover disputes in the event that our interpretation of the contract terms differs from that of vendors and vendors seek to recover some of the consideration from us. These allowances are based on the current financial condition of the vendors, specific information regarding disputes and historical experience, and changes to these factors could impact these allowances.

Defined Benefit Plans

Approximately 24% of our employees are covered by defined benefit plans, which typically define an amount of benefit that an employee will receive upon retirement, usually depending on factors such as age, years of service, expected salary at retirement and similar criteria. Such plans are either funded or unfunded and our net defined benefit liability (asset) recognized in the balance sheet is the present value of the defined benefit obligation at the balance sheet date less the fair value of plan assets. In case the calculation results in a net defined benefit asset, the amount recognized is limited to the present value of the economic benefits available in the form of refunds from the plan or reductions in future contributions to the plan.

Calculating the net defined benefit pension liability (asset) involves the application of actuarial valuation methods, which are subject to a number of estimates and assumptions about the future, as detailed in Note 21.1 to our consolidated financial statements, as included under Item 18 in this Form 20-F Report. We review all significant assumptions periodically, which are based on observable market inputs and historical experience. The discount rate is determined in the relevant currency in which the relating obligations are denominated by reference to market yields at the end of the reporting period on high quality corporate bonds.

Differences between estimates and actual outcomes and changes in assumptions represent actuarial gains and losses (remeasurements of the net defined benefit liability (asset) – experience adjustments), which are fully recognized in the period they occur in the statement of other comprehensive income, and impact immediately the net defined benefit pension liability. However, such actuarial gains or losses do not have an immediate impact on our future contributions to the pension plan. In the event that changes in the key assumptions applied to estimate the annual defined benefit pension costs are required, the future amounts of the defined benefit pension costs may be materially affected.

Sensitivity information on the most material assumptions applied have been disclosed in Note 21.1 to our consolidated financial statements, as included under Item 18 in this Form 20-F Report.

SELECTED RESULTS OF OPERATIONS

Overview

In 2014, we signed an agreement with ALDI Inc. to sell our 66 Bottom Dollar Food locations for approximately $15 million (€12 million). We classified assets and liabilities relating to these operations (being part of our “United States” segment) as a disposal group held for sale. The transaction also meets the definition of discontinued operations. Consequently, the relevant profit or loss after tax has been classified as “Result from discontinued operations”, with comparative information being re-presented. The transaction was completed in early 2015. An impairment loss of €124 million was recorded in 2014 to write down the carrying value of the disposal group to its estimated fair value less cost to sell.

In 2013, we signed an agreement with Bi-Lo Holdings (Bi-Lo) to divest our Sweetbay, Harveys and Reid´s operations. The transaction closed in 2014 for a final sales price of $234 million (€171 million) in cash. Assets and liabilities relating to these operations (being part of our “United States” segment) were classified as a disposal group held for sale in 2013 and the relevant profit or loss after tax classified as “Result from discontinued operations”, with comparative information being re-presented.

In 2014, we also sold our Bulgarian operations to AP Mart and Delhaize Bosnia and Herzegovina to Tropic Group B.V. Both activities were part of our “Southeastern Europe” segment and meet the requirements of discontinued operations. Therefore, the profit and loss after tax relating to these operations are classified as “Result from discontinued operations” and comparative information has been re-presented. The operations were transferred to the buyers, including cash and cash equivalents of €3 million and €1 million, respectively.

33

Furthermore, during 2014, we announced a major Transformation Plan in Belgium which resulted, after consultation and negotiation, in a final agreement with the employees’ representatives in early 2015 to end the company-operated activities of 10 stores and dismiss 1,800 employees through voluntary early retirement and voluntary leave. The Group recognized a provision of €137 million in 2014.

During 2014, our revenues increased by 3.7% compared to 2013, while in 2013, our revenues increased 0.4% compared to 2012. Revenues were positively impacted in 2014 by a 53^rd week of operations and a strong comparable store sales growth in the U.S. and significant expansion in our Southeastern Europe segment, partly offset by disruptions in Belgium following the announcement of our Transformation Plan. 2014 revenue evolution was marginally impacted by translation differences as the average rate of the U.S. Dollar remained in line with 2013. Revenues were negatively impacted in 2013 by a translation effect as a result of the weakening of the average rate of the U.S. dollar against the euro by 3.3% compared to 2012.

These translation effects represent the impact of fluctuations in the exchange rates in the functional currencies of certain of our subsidiaries to the euro, our reporting currency. When discussing our results of operations in this section, we recalculated certain key measures at identical exchange rates by converting the results of our operations denominated in a currency other than the euro at the exchange rate prevailing for the comparative year. For instance, 2014 revenue growth at identical exchange rates was calculated by converting 2014 revenues of our U.S., Romanian and Serbian operations at the 2013 average exchange rates.

We ended 2014 with a store network of 3,468 stores (of which 66 stores held for sale), a decrease of 66 stores compared to 2013. 2013 ended with a store network of 3,534 stores, an increase of 83 stores compared to 2012.

Net profit attributable to equity holders of our company (our Group share in net profit) for 2014 decreased by 50.3% compared with 2013. This decrease was mainly a result of a lower operating profit due to a €137 million reorganization charge in Belgium, partially offset by lower impairment losses (-€40 million). In 2014, we recorded €148 million impairment losses on the Serbian goodwill and trade names, compared to €192 million in 2013.

In 2013, net profit attributable to equity holders of our company increased by 70.7% compared with 2012. This decrease was mainly a result of a lower loss from discontinued operations and lower net financial expenses, partly offset by a lower operating profit and higher income taxes.

	Year Ended December 31,
	2014			2013(1)			2012(1)
	(in millions of euros)
Revenues		21,361			20,593			20,514
Gross profit(2)		5,139			5,014			5,028
Other operating income		119			127			114
Selling, general and administrative expenses		(4,503	)		(4,347	)		(4,292	)
Other operating expenses		(332	)		(257	)		(276	)
Operating profit		423			537			574
Underlying operating profit(3)		762			789			845
Net financial expenses(4)		(172	)		(184	)		(226	)
Share of results of joint venture equity accounted		4			4			4
Profit before taxes and discontinued operations		255			357			352
Income tax expense		(66	)		(85	)		(55	)
Net profit from continuing operations		189			272			297
Result from discontinued operations (net of tax)		(99	)		(90	)		(194	)
Group share in net profit		89			179			105

⁽¹⁾  Comparative information has been restated to reflect the reclassification of Bottom Dollar Food and our operations in Montenegro, Bulgaria and Bosnia and Herzegovina to discontinued operations given their divestiture.

⁽²⁾  Represents revenues less cost of sales. Cost of sales includes all costs associated with getting products to the retail stores including buying, warehousing and transportation costs.

⁽³⁾  A reconciliation with reported operating profit is provided in Note 3 of Item 18.

⁽⁴⁾  Represents the net total of finance costs and income from investments.

34

Revenues

The following table sets forth, for the periods indicated, our revenues contribution by geographic region:

	Year Ended December 31,
	2014				2013				2012
	€		%		€		%		€		%
	(in millions, except percentages)
United States		13,360		62.6		12,536		60.9		12,767		62.2
Belgium		4,919		23.0		5,072		24.6		4,922		24.0
Southeastern Europe		3,082		14.4		2,985		14.5		2,825		13.8
Total		21,361		100.0		20,593		100.0		20,514		100.0

In 2014, revenues increased 3.7% or 3.9% at identical exchange rates compared to 2013, which is only a slight difference as the average U.S. Dollar to Euro exchange rate in 2014 was close the 2013 average exchange rate. This growth was driven by (i) a 53^rd calendar week in the U.S. in 2014 which resulted in an additional revenue contribution of €259 million, (ii) a positive comparable store sales growth of 4.4% in the U.S. resulting from favorable winter weather impacts, the continued repositioning efforts of our Food Lion banner and price investments (i.e. reductions in sales price) and turmoil at one of Hannaford’s competitors, (iii) a comparable store sales evolution of -3.5% in Belgium where we were impacted by strikes and disruptions from our Transformation Plan announcement and (iv) a 4.3% revenue growth at identical exchange rates in our Southeastern Europe segment mainly as a result of store expansion in Romania and Greece.

Comparable store sales are sales of the same stores, including relocations, conversions, extensions and remodels, and adjusted for calendar effects. If the operation of the store is temporarily discontinued, the closing period is excluded from both years. In 2014 we have 53 weeks of operations in the U.S. compared to 52 weeks of operations in 2013. The non-comparable 53^rd week of operations is excluded from 2014 to calculate the comparable store sales growth.

In 2013, revenues increased 0.4% for 2013 compared to 2012, despite a weakening of the U.S. dollar by 3.3% against the euro. Revenue growth was 2.4% at identical exchange rates. This growth was driven by (i) the repositioning of our Food Lion banner and price investments at Hannaford leading to a positive comparable store sales growth of 2.1% in the U.S., (ii) a comparable store sales growth of 1.8% in Belgium where we were able to maintain our market share in line with 2012 and (iii) a 5.5% revenue growth at identical exchange rates in our Southeastern Europe segment resulting from volume growth in Greece and store expansion in Romania.

United States

During 2014, revenues increased by 6.6% compared to 2013. Excluding the 53^rd week, revenues increased by 4.5%. The revenue growth was a result of the continued successful repositioning of our Food Lion banner, favorable winter weather impacts, price investments and turmoil at one of Hannaford’s competitors, resulting in a comparable store sales growth of 4.4% in the U.S. in 2014. Excluding the stores from divested banners (Sweetbay, Harveys, Reid’s and Bottom Dollar Food), we finished 2014 with 1,295 supermarkets in the U.S., a decrease of 3 stores compared to 2013, driven by 7 store closings at Food Lion, partly offset by the net opening of 4 stores at Hannaford.

In 2013, revenues decreased by 1.8% compared to 2012. This decrease was a result of the weakening of the U.S. dollar by 3.3% against the euro partly offset by the successful repositioning of our Food Lion banner and price investments at Hannaford resulting in a comparable store sales growth of 2.1% in the U.S. in 2013. At identical exchange rates, revenues increased by 1.5%. Excluding stores from divested banners, we finished 2013 with 1,298 supermarkets in the U.S., a decrease of 10 stores compared to 2012, driven by 12 net store closings at Food Lion, partly offset by the net opening of 2 stores at Hannaford.

Belgium

Revenues decreased by 3.0% in 2014 compared to 2013. This decrease was the result of a comparable store sales evolution of -3.5% which primarily resulted from strikes and disruptions from our Transformation Plan announcement in Belgium and strong deflation in fruits and vegetables in the second half of the year partly offset by a net increase of 28 stores. Delhaize Belgium had a market share of 24.7% in 2014 (source: AC Nielsen), decreasing by 77 basis points versus prior year.

35

In 2013, revenues increased by 3.0% compared to 2012. This increase was the result of a net increase of 12 stores and a comparable stores sales growth of 1.8% which was primarily inflation driven despite price investments and increased promotional activity. Delhaize Belgium had a market share of 25.5% in 2013 (source: AC Nielsen), stable versus 2012.

Southeastern Europe

Revenues increased by 3.2% for 2014 over 2013, significantly impacted by store expansion throughout the segment while comparable store sales evolution was -1.0%. The number of stores in the segment increased by 147 to a total of 1,105 stores (excluding discontinued operations).

During 2013, revenues increased by 5.7% compared to 2012, primarily driven by store expansion throughout the segment and volume growth in Greece, partly offset by negative volume evolution in Serbia. The number of stores in the segment increased by 134 to a total of 958 stores (excluding discontinued operations).

Gross Profit

	Year Ended December 31,
	2014				2013				2012
	€		% of revenues		€		% of revenues		€		% of revenues
	(in millions, except percentages)
United States		3,462		25.9		3,277		26.1		3,363		26.3
Belgium		934		19.0		1,026		20.2		1,001		20.3
Southeastern Europe		743		24.1		711		23.8		664		23.5
Total		5,139		24.1		5,014		24.3		5,028		24.5

Gross profit increased by 2.5% for 2014 compared to 2013 (increase of 2.6% at identical exchange rates), while gross margin decreased by 29 basis points compared to 2013. In the U.S., gross margin decreased by 22 basis points from 26.1% to 25.9% mainly as a result of price investments at Food Lion to support our brand repositioning. At Delhaize Belgium, gross margin decreased by 124 basis points to 19.0% as a result of price investments, shrink and other costs caused by the uncertainty around the transformation plan and deflation. Gross margin for the Southeastern Europe segment increased by 27 basis points primarily due to improved supplier terms, reducing low margin sales in Serbia and better shrink management.

Gross profit decreased by 0.3% for 2013 compared to 2012 (increase of 1.9% at identical exchange rates), while gross margin decreased by 16 basis points compared to 2012. In the U.S., gross margin decreased by 20 basis points from 26.3% to 26.1% as a result of additional price investments to support our Food Lion Brand repositioning and Hannaford and were partly offset by improved procurement conditions and lower store closing markdowns. At Delhaize Belgium, gross margin decreased by 10 basis points to 20.2% as a result of price investments and increased promotional activity. Gross margin for the Southeastern Europe segment increased by 30 basis points due to improved procurement conditions in Romania and Serbia.

Other Operating Income

Other operating income includes income generated from activities other than sales and point of sale services to retail and wholesale customers, including mainly waste recycling income, rental income and gains on sale of property, plant and equipment.

Other operating income in 2014 was €119 million, a decrease of €8 million compared to last year which included €9 million in gains resulting from the sale of City stores in Belgium.

In 2013, other operating income was €127 million, an increase of €13 million (or €15 million at identical exchange rates) compared to 2012. The variance is primarily driven by the reversal of €11 million litigation and legal provisions in Serbia and €9 million gains resulting from the sale in Belgium of City stores to independent third parties who continued to operate them under the Delhaize Proxy banner.

36

Selling, General and Administrative Expenses (“SG&A”)

	Year Ended December 31,
	2014				2013				2012
	€		% of revenues		€		% of revenues		€		% of revenues
	(in millions, except percentages)
United States		2,970		22.2		2,835		22.6		2,867		22.5
Belgium		864		17.6		866		17.1		824		16.7
Southeastern Europe		632		20.5		598		20.0		560		19.8
Corporate		37				48				41
Total		4,503		21.1		4,347		21.1		4,292		20.9

SG&A increased during 2014 by 3.6% compared to 2013 (increase of 3.7% at identical exchange rates). SG&A as a percentage of revenues was in line with last year at 21.1%. In the U.S., SG&A as a percentage of U.S. revenues decreased by 39 basis points mainly as a result of strong cost control and the leveraging of higher sales (including the 53^rd week in 2014). At Delhaize Belgium, SG&A expenses increased by 49 basis points to 17.6% of Belgian revenues, largely caused by the impact of lower sales. In the Southeastern Europe segment, SG&A increased by 49 basis points to 20.5% of related revenues due to lower sales in Serbia and to expenses related to expansion in Greece.

During 2013, SG&A increased by 1.3% compared to 2012 (increase of 3.5% at identical exchange rates). SG&A as a percentage of revenues increased 19 basis points to 21.1% in 2013. In the U.S., SG&A as a percentage of U.S. revenues increased by 16 basis points to 22.6%, mainly as a result of the reduction of the employee short-term incentive compensation in 2012, partly offset by cost savings in 2013. At Delhaize Belgium, SG&A expenses increased by 34 basis points to 17.1% of Belgian revenues, due to the impact of automatic salary indexation and the recognition of a payroll tax refund in 2012. In the Southeastern Europe segment, SG&A increased by 20 basis points to 20.0% of related revenues due to weak sales in Serbia and to expenses related to the rapid expansion in Romania.

Other Operating Expenses

Other operating expenses include expenses incurred outside the normal cost of operating stores, including losses on disposal of property, plant and equipment, impairment losses, store closing expenses and restructuring charges.

The 2014 other operating expenses amounted to €332 million, compared to €257 million in 2013. 2014 included primarily a €137 million reorganization charge in connection with the Transformation Plan in Belgium, €18 million losses on sale of property, and €166 million impairment losses, which can be summarized as follows (in millions of euros):

	2014		2013		2012
Goodwill		138		124		85
Intangible assets		10		68		2
Property, plant and equipment		16		8		16
Investment property		2		6		14
Assets held for sale		—		—		18
Total		166		206		135

37

In 2014, we recorded additional impairment losses on our Serbian goodwill (€138 million) and trade names (€10 million). Furthermore, we recorded €7 million of impairment losses in Serbia on two incumbent distribution centers and €6 million of impairment losses in the U.S. for planned store closings.

The 2013 other operating expenses amounted to €257 million, compared to €276 million in 2012. 2013 included €21 million losses on sale of property, €15 million reorganization costs related to the severance of support services senior management and employees in the U.S., and €206 million impairment losses.

Operating Profit

The following table sets forth, for the periods indicated, our operating profit contribution by segment:

	Year Ended December 31,
	2014						2013						2012
	€			% of revenues(1)			€			% of revenues(1)			€			% of revenues(1)
	(in millions, except percentages)
United States		533			4.0			457			3.6			406			3.2
Belgium		(39	)		(0.8	)		187			3.7			201			4.1
Southeastern Europe		(36	)		(1.2	)		(60	)		(2.0	)		9			0.3
Corporate		(35	)					(47	)					(42	)
Total		423			2.0			537			2.6			574			2.8

⁽¹⁾  Operating margin.

Our operating margin decreased from 2.6% in 2013 to 2.0% in 2014. The operating margin of the U.S. operations increased to 4.0%, primarily driven by continued cost control partly offset by higher price investments to support our Food Lion brand repositioning and Hannaford. The operating margin of the Belgian operations decreased from 3.7% in 2013 to -0.8% in 2014, due to the reorganization charge, price investments, disruptions caused by the uncertainty around the Transformation Plan and deflation. The operating margin of the Southeastern Europe segment improved from -2.0% in 2013 to -1.2% in 2014, as a result of the lower impairment losses in Serbia and improved procurement conditions partly offset by new store related expenses.

The 2013 operating margin decreased from 2.8% in 2012 to 2.6%. The operating margin of the U.S. operations increased to 3.6%, primarily driven by lower store closing expenses and cost savings partly offset by higher price investments to support our Food Lion brand repositioning and Hannaford and a higher employee short-term incentive compensation expense in 2013. The operating margin of the Belgian operations decreased from 4.1% in 2012 to 3.7% in 2013, due to the impact of automatic salary indexation, the recognition of a payroll tax refund in 2012, price investments and higher promotional activity. In 2013, the operating margin of the Southeastern Europe segment decreased from 0.3% in 2012 to -2.0%, as a result of higher impairment losses and weak sales in Serbia and store opening expenses in Romania, partly offset by improved procurement conditions in Romania and Serbia.

Compared to 2013, operating profit decreased by 21.2% to €423 million in 2014. At identical exchange rates, operating profit decreased 22.1%.

Compared to 2012, operating profit decreased by 6.3% to €537 million in 2013. At identical exchange rates, operating profit decreased 3.7%.

Underlying Operating Profit

Underlying operating profit (“UOP”) is a non-GAAP performance measure that offers in our view a more comparable basis than “operating profit” of the Group’s operating performance of the period, as it adjusts for a number of elements that management considers as non-representative of underlying operating performance. UOP is defined as operating profit excluding fixed asset impairment charges, reorganization charges, store closing expenses, gains/losses on disposal of fixed assets and businesses and other items that management considers as not being representative of our operating performance of the period. A reconciliation from operating profit to UOP has been incorporated in Note 3 “Segment Information” of Item 18 under this Form 20-F Report.

38

The following table sets forth, for the periods indicated, our underlying operating profit contribution by segment:

	Year Ended December 31,
	2014					2013					2012
	€			% of revenues(1)		€			% of revenues(1)		€			% of revenues(1)
	(in millions, except percentages)
United States		542			4.1		501			4.0		569			4.5
Belgium		118			2.4		198			3.9		196			4.0
Southeastern Europe		135			4.4		130			4.4		121			4.3
Corporate		(33	)				(40	)				(41	)
Total		762			3.6		789			3.8		845			4.1

⁽¹⁾  Underlying operating margin.

UOP decreased by 3.4% in 2014 to €762 million, primarily due to a lower UOP contribution of our Belgian operations as a result of strikes and disruptions caused by the Transformation Plan, partly offset by the €25 million favorable impact of the 53^rd trading week, strong comparable store sales and continued cost control in the U.S. Our group underlying operating margin decreased from 3.8% in 2013 to 3.6% in 2014.

UOP decreased by 6.6% in 2013 to €789 million, primarily due to a lower UOP contribution of the U.S., caused by higher price investments and a higher short-term incentive compensation expense in 2013. Our group underlying operating margin decreased from 4.1% in 2012 to 3.8% in 2013.

Net Financial Expenses

	Year Ended December 31,
	2014				2013				2012
	€		% of revenues		€		% of revenues		€		% of revenues
	(in millions, except percentages)
Finance costs		188		0.9		193		0.9		242		1.2
Income from investments		16		0.1		9		0.0		16		0.1
Net financial expenses		172		0.8		184		0.9		226		1.1

The 2014 net financial expenses were €12 million lower than 2013 and represented 0.8% of revenues. At identical exchange rates, net financial expenses decreased by €11 million mainly due to lower outstanding debt and higher interest income.

The 2013 net financial expenses were €42 million lower than 2012 and represented 0.9% of revenues. At identical exchange rates, net financial expenses decreased by €37 million mainly due to non-recurring charges related to debt refinancing in 2012, less average interest cost on lower outstanding debt and lower finance lease interest due to store closings.

Share of results of joint venture equity accounted

Our investment in P.T Lion Super Indo LLC is a joint venture and accounted for using the so called “equity method.” Our share of its results amounted to €4 million in 2014, 2013 and 2012.

Income Tax Expense

	Year Ended December 31,
	2014						2013						2012
	€			Effective tax rate			€			Effective tax rate			€			Effective tax rate
	(in millions, except percentages)
Income tax expense from continuing operations		66			26.3	%		85			24.2	%		55			15.9	%
Income tax expense (benefit) from discontinued operations		(48	)					(25	)					(34	)
Total income tax expense		18			17.5	%		60			25.2	%		21			17.5	%

39

Our effective tax rate for continuing operations (total income tax expense from continuing operations divided by profit before tax and discontinued operations minus the share of results of joint venture equity accounted) was 26.3%, 24.2% and 15.9% for 2014, 2013 and 2012, respectively. The effective tax rate for continuing operations for 2014 was 2.1 percentage points higher than 2013 due to statutory limitations associated with the recognition of tax benefits in our U.S. states and the non-tax deductibility of the goodwill impairment charges in Serbia, partially offset by a tax credit impact resulting from the reorganization charge at Delhaize Belgium.

The 2012 effective tax rate was relatively low due to the positive impact of the resolution of certain tax matters in the U.S.

The effective tax rate (including discontinued operations) was 17.5%, 25.2% and 17.5% for 2014, 2013 and 2012, respectively.

We refer to Note 22 in Item 18 for a reconciliation of our Belgian statutory income tax rate of 34% to our effective income tax rate.

Result from Discontinued Operations

The sale of Bottom Dollar Food, Sweetbay, Harveys and Reid’s (U.S.), and of our operations in Bulgaria, Bosnia and Herzegovina, Montenegro and Albania qualified as discontinued operations. The overall “Result from discontinued operations” and corresponding net cash flows of the entities classified as discontinued operations are summarized in Note 5.3 to our consolidated financial statements, as included in Item 18 in this Form 20-F Report.

In 2014, the result from discontinued operations, net of tax, amounted to a loss of €99 million and included €138 million impairment losses to write down the carrying value of Bottom Dollar Food (€124 million), our Bulgarian operations (€11 million) and our operations in Bosnia and Herzegovina (€3 million) to their estimated fair value less costs to sell.

In 2013, the result from discontinued operations, net of tax, amounted to a loss of €90 million and included Sweetbay store closing charges of €46 million, onerous lease contract charges, severance costs and impairment losses related to headquarters and distribution centers that are impacted by the sale to Bi-Lo for a total amount of €19 million and incurred cost to sell of €9 million. We recognized a total impairment loss of €12 million to write down the carrying value of Delhaize Montenegro and Sweetbay, Harveys and Reid’s to their estimated fair value less costs to sell.

In 2012, the result from discontinued operations, net of tax, amounted to a loss of €194 million and included €137 million of impairment charges: €35 million related to underperforming Sweetbay stores, €9 million to underperforming Bottom Dollar Food stores, €42 million in Bulgaria (of which €15 million on goodwill and €15 million on the Piccadilly brand name), €34 million in Bosnia and Herzegovina (of which €26 million on goodwill) and €17 million in Montenegro (of which €10 million on goodwill). We also recognized an impairment loss of €16 million for Delhaize Albania.

Group Share in Net Profit

The lower operating profit partly offset by lower net financial expenses and lower income taxes resulted in a 50.3% decrease in the 2014 net profit attributable to equity holders of our company (our Group share in net profit) compared to 2013.

The lower loss from discontinued operations and lower net financial expenses partly offset by higher income taxes and lower operating profit resulted in a 70.7% increase in the 2013 net profit attributable to equity holders of our company (our Group share in net profit) compared to 2012.

LIQUIDITY AND CAPITAL RESOURCES

We had €1,600 million of net cash and cash equivalents as of December 31, 2014, compared to €1,145 million at December 31, 2013. Our principal source of liquidity is cash generated from operations. Debt is also an important tool in our capital structure. Cash flow from operations is reinvested each year into new stores, store remodeling and store expansions, as well as in store efficiency-improvement measures and retailing innovations. Cash flow from operations is also used to service debt, for working capital needs, the payment of dividends and for financing acquisitions. We believe that our working capital and existing credit lines will be sufficient for our anticipated capital requirements for the foreseeable future.

40

Operating Activities

Net cash provided by operating activities was €1,147 million, €1,185 million and €1,402 million during 2014, 2013 and 2012, respectively. The decrease in 2014 over 2013 was primarily due to lower short term incentives paid in 2013 and higher tax payments in 2014 partly offset by continued working capital improvements in 2014.

The decrease in 2013 over 2012 was primarily due to lower cash provided by changes in operating assets and liabilities (€187 million provided in 2013 compared to €427 million provided in 2012), primarily driven by a reduction of inventory balances resulting from store closings and inventory reduction initiatives all impacting 2012 favorably partly offset by improved supplier terms and a lower payment for employee short-term incentive compensation in 2013.

Investing Activities

Net cash used in investing activities was €383 million in 2014, compared to €572 million during 2013 and €630 million in 2012. The decrease in 2014 is primarily due to proceeds received for the sale of our Sweetbay, Harveys and Reid’s operations (€171 million), higher sales of fixed assets and lower investments in debt securities and term deposits partly offset by €41 million higher capital expenditures.

The decrease in 2013 is primarily due to capital expenditures that were €116 million lower than in 2012, indemnification assets received related to the Maxi acquisition (€22 million) and the favorable impact of the sale of City stores in Belgium (€9 million), both in 2013 partly offset by higher investments in debt securities and term deposits (€55 million).

Capital Expenditures

Capital expenditures (capex) were €606 million for 2014 compared to €565 million for 2013 and €681 million for 2012. The increase of 7.2% in 2014 (7.6% increase at identical exchange rates) is mainly due to (i) higher capex in the U.S. (higher capex for our “Easy, Fresh and Affordable” initiative partly offset by fewer capex for new stores and distribution centers), (iii) lower capex in Belgium (less capex for new stores and distribution centers partly offset by higher remodeling capex) and (iii) higher capex in Southeastern Europe (for new stores and our new distribution center in Serbia).

The decrease of 17.1% in 2013 (15.8% decrease at identical exchange rates) is mainly due to (i) less capex in the U.S. (less remodels and less Food Lion repositioning related capex in 2013), (ii) less capex in Belgium (less remodels and less capex for distribution centers) and (iii) less capex in Southeastern Europe (for new stores in Greece and Romania partly offset by the construction of a new distribution center in Serbia).

Capital Expenditures by Geographical Area

	Year Ended December 31,
	2014		2013		2012
	(amounts in millions of euros)
United States		281		276		354
Belgium		129		140		153
Southeastern Europe		167		127		150
Corporate		29		22		24
Total		606		565		681

Capital Expenditures by Category

	Year Ended December 31,
	2014				2013				2012
	€		% of capital expenditure		€		% of capital expenditure		€		% of capital expenditure
	(in millions, except percentages)
New stores		102		16.8		140		24.8		155		22.8
Remodeling existing stores		205		33.8		132		23.4		234		34.4
Other		299		49.4		293		51.8		292		42.8
Total		606		100.0		565		100.0		681		100.0

41

In 2014, as part of our “Easy, Fresh and Affordable” strategy at Food Lion we remodeled 76 stores, whereas in 2013 we finalized the repositioning of 347 Food Lion Stores. In addition to these stores, 18 other stores were remodeled or expanded in 2014 in the U.S. (compared to 6 in 2013) and 22 supermarkets were remodeled in Belgium (20 in 2013). The other capital expenditures mainly relate to information technology, logistics and distribution.

Business Acquisitions

During 2014, we entered into several agreements in Southeastern Europe and the U.S. that have resulted in the acquisition of businesses and were accounted for as business combinations. The total cash consideration transferred for these transactions was €20 million and the transactions resulted in an increase of goodwill of €13 million.

During 2013, we entered into several agreements in Southeastern Europe that have resulted in the acquisition of businesses and were accounted for as business combinations. The total consideration transferred during the year for these transactions was €9 million and resulted in an increase of goodwill of €3 million. In addition, during 2013, we reached an agreement with the former owner of Delta Maxi to settle all remaining indemnification assets and received €22 million in cash.

During 2012, we entered into several agreements in Belgium and Romania that have resulted in the acquisition of businesses and were accounted for as business combinations. The total consideration transferred during the year for these transactions was €5 million and resulted in an increase of goodwill of €3 million.

Business disposals

In 2014, we finalized the sale of our Sweetbay, Harveys and Reid´s operations (part of the U.S. segment) to Bi-Lo Holdings for a final sales price of $234 million (€171 million) in cash. We also sold in 2014 our Bulgarian operations to AP Mart and Delhaize Bosnia and Herzegovina to Tropic Group B.V., both part of the “Southeastern Europe” segment. The operations were transferred to the buyers, including cash and cash equivalents of €3 million and €1 million, respectively.

In 2013, we converted several of our Belgian company-operated City stores into affiliated Proxy stores, operated by independent third parties. We received a total cash consideration of €12 million and recognized a gain on disposal of approximately €9 million, classified as “Other operating income”. Furthermore, we sold our Albanian and Montenegrin operations, which resulted in a net cash inflow of €3 million.

In 2012, we sold Wambacq - Peeters SA, a Belgian transport company, to Van Moer Group for €3 million.

Financing Activities

Net cash used in financing activities was €383 million in 2014, compared to €359 million and €263 million in 2013 and 2012, respectively. The increase of €24 million in 2014 is the combined effect of the larger repayment of long-term loans and a higher dividend payment, partially offset by a settlement income on derivatives. Net cash used in financing activities increased by €96 million in 2013 mainly due to higher repayments of loans (net), partially offset by a lower dividend payment.

Purchase of non-controlling interests

In 2012, the minority shareholder of Ela d.o.o. Kotor (Montenegrin subsidiary) irrevocably and unconditionally exercised its put option selling its share of 49% in the subsidiary to us. We recognized, as part of the purchase price allocation, (i) a liability of approximately €13 million in connection with the put option, representing our best estimate of the expected cash outflow, and (ii) an indemnification asset of approximately €6 million towards the former owner of Delta Maxi. We reclassified the remaining non-controlling interest into retained earnings and recognized the subsequent immaterial changes in value of the liability and the indemnification asset in profit or loss.

Furthermore, in 2012 we acquired additional non-controlling interests for a total amount of €10 million, including transaction costs, recognized in equity, mainly relating to Serbian subsidiaries.

Long-term debt

In 2014, Delhaize Group repaid the outstanding €215 million of its 5.625% senior notes and unwound the corresponding cross-currency hedge instrument.

42

In May 2013, €80 million bonds issued by our subsidiary Alfa Beta matured and were repaid and early 2013, we redeemed the remaining $99 million of the $300 million 5.875% senior notes due 2014, as well as the underlying cross-currency swap. The redemption did not have a significant impact on the 2013 results.

In 2012, our long-term debt increased by €3 million. This increase is primarily the combined effect of (i) the issuance of $300 million senior notes in April 2012, which was partly used to early repay €191 million of the existing €500 million senior notes due 2014, (ii) the issuance of €400 million senior fixed rate bonds in November 2012, which was partly used to early repay an additional €94 million of the original €500 million senior notes due 2014 (remaining outstanding amount at year-end 2012 is €215 million) and the repayment of $201 million of the existing $300 million senior notes due 2014, (iii) premiums and financing costs paid on the refinancing of €38 million, (iv) repayment at maturity of a $113 million floating term loan and (v) €54 million less finance lease obligations.

In 2003, Hannaford invoked the defeasance provisions of several of its outstanding notes and placed sufficient funds in an escrow account to satisfy the remaining principal and interest payments due on these notes. As a result of this defeasance, Hannaford is no longer subject to the negative covenants contained in the agreements governing the notes. As of December 31, 2014, 2013 and 2012, respectively €7 million, €6 million and €6 million in aggregate principal amounts of the notes were outstanding, Cash committed to fund the escrow and not available for general corporate purposes is considered restricted. At December 31, 2014, 2013 and 2012, restricted securities of €8 million, €7 million and €8 million, respectively, were recorded in investment in securities on the balance sheet.

At December 31, 2014, the carrying value of our long-term borrowings (including current portion and excluding finance leases), net of discounts and premiums, deferred transaction costs and including hedge accounting fair value adjustments, can be summarized as follows:

Instruments, Interest Rate and Maturity	(in millions of euros)
Bonds, 6.50%, due 2017		370
Retail bond, 4.25%, due 2018		400
Senior notes, 4.125%, due 2019		245
Senior fixed rate bonds, 3.125%, due 2020		402
Notes, 8.05%, due 2027		57
Debentures, 9.00%, due 2031		222
Senior notes, 5.70%, due 2040		481
Senior notes, 7.06%, due until 2016		7
Other debt, 5.34% to 7%, due until 2031		18
Total		2,202

The table below provides per currency the expected principal payments (undiscounted) of our long-term borrowings by year of maturity as of December 31, 2014. For the definition of “fair value,” see Note 18.1 to the consolidated financial statements included under Item 18 in this Form 20-F Report.

USD denominated debt

(in millions of U.S. dollars)	2015		2016		2017		2018		2019		Thereafter		Fair Value
Senior Notes due 2016		—		9		—		—		—		—		10
Bonds due 2017		—		—		450		—		—		—		497
Senior notes due 2019		—		—		—		—		300		—		314
Notes due 2027		—		—		—		—		—		71		89
Debentures due 2031		—		—		—		—		—		271		367
Senior notes due 2040		—		—		—		—		—		827		878
Mortgages payable		—		1		—		—		—		—		1
Other debt		1		—		1		—		—		19		22

43

Euro denominated debt

(in millions of euros)	2015		2016		2017		2018		2019		Thereafter		Fair Value
Retail bond due 2018		—		—		—		400		—		—		445
Senior bonds due 2020		—		—		—		—		—		400		442

Debt Covenants for Long-Term Debt

We are subject to certain financial and non-financial covenants related to the long-term debt instruments indicated above.

Indentures covering the notes due in 2017 ($), 2019 ($), 2020 (€), 2027 ($) and 2040 ($), the debentures due in 2031 ($) and the retail bond due in 2018 (€) contain customary provisions related to events of default as well as restrictions in terms of negative pledges, liens, sale and leaseback, merger, transfer of assets and divestiture. The 2017 ($), 2019 ($), 2020 (€) and 2040 ($) notes and the 2018 (€) bonds also contain a provision granting their holders the right to early repayment for an amount not in excess of 101% of the outstanding principal amount thereof in the event of a change of control in combination with a rating event. While these long-term debt instruments contain certain accelerated repayment terms, none contains accelerated repayment clauses that are subject solely to downgrades in our credit rating (“rating event”). None of the debt covenants restrict the abilities of our subsidiaries to transfer funds to the parent.

At December 31, 2014, 2013 and 2012, we were in compliance with all covenants for long-term debt.

Short-Term Borrowings

In 2014, we and certain of our subsidiaries, including Delhaize America, LLC, entered into a new €400 million five-year multi-currency, unsecured revolving credit facility agreement (the “€400 million RCF Agreement”), replacing the 2011 €600 million, five-year multi-currency, unsecured revolving credit facility agreement (the “€600 million RCF Agreement” and, together, the “RCF Agreements”). In the first quarter of 2015, all lenders of the €400 million RCF Agreement consented to extend the final maturity date from 2019 to 2020.

U.S. entities

Delhaize America, LLC had no outstanding borrowings under the RCF Agreements, as applicable, as of December 31, 2014, 2013 and 2012.

Under the RCF Agreements, as applicable, Delhaize America, LLC had no average daily borrowings during 2014 and 2013 and $1 million (€1 million) during 2012. In addition to the RCF Agreements, Delhaize America, LLC had a committed credit facility available until November 2014 to exclusively fund letters of credit of $35 million (€29 million) of which approximately $13 million (€9 million) and $12 million (€9 million) was drawn for issued letters of credit as of December 31, 2013 and 2012, respectively.

Further, Delhaize America, LLC has periodic short-term borrowings under uncommitted credit facilities that are available at the lenders’ discretion and these facilities which are also available to fund letters of credit were $50 million (€41 million) at December 31, 2014. As of December 31, 2014, 2013 and 2012, Delhaize America, LLC had no borrowings outstanding under such arrangements but used $10 million (€8 million) in 2014, none in 2013 and $5 million (€4 million) in 2012 to fund letters of credit.

European entities

At December 31, 2014, 2013 and 2012, our European entities had credit facilities (committed and uncommitted) of €683 million (of which €525 million was under committed credit facilities, including the RCF Agreements described above), €895 million and €846 million, respectively.

Borrowings under these credit facilities generally bear interest at the inter-bank offering rate at the borrowing date plus a pre-set margin, or based on market quotes from banks. In Europe, we had no outstanding short-term bank borrowings at the end of 2014, 2013 and 2012.

An amount of €41 million uncommitted credit facilities was exclusively available to issue bank guarantees, of which approximately €29 million was outstanding as of December 31, 2014 (€34 million at December 31, 2013 and €11 million at December 31, 2012).

44

Debt Covenants for Short-Term Borrowings

The €400 million RCF Agreement and the €125 million committed European bilateral credit facilities require maintenance of various financial and non-financial covenants. The agreements contain customary provisions related to events of default and affirmative and negative covenants applicable to Delhaize Group. The negative covenants contain restrictions in terms of negative pledge, liens, indebtedness of subsidiaries, sale of assets and merger, as well as minimum fixed charge coverage ratios and maximum leverage ratios based on non-GAAP measures. For information regarding covenants on the €400 million RCF Agreement, see Item 10 “Additional Information — Material Contracts — Delhaize Group New Facility Agreement.” None of the debt covenants restrict the ability of our subsidiaries to transfer funds to the parent.

At December 31, 2014, 2013 and 2012, we were in compliance with all covenant conditions for Short-Term Bank Borrowings.

Credit Ratings

Standard & Poor’s Rating Services (Standard & Poor’s) and Moody’s Investors Service, Inc. (Moody’s) rate our senior unsecured long-term debt. Standard & Poor’s and Moody’s assign investment grade credit ratings of BBB- and Baa3, respectively, with stable outlooks to our long-term debt. The ratings of both agencies remained unchanged during 2014.

Debt ratings are an assessment by the rating agencies of the credit risk associated with us and are based on information provided by us or other sources. Lower ratings generally result in higher borrowing costs and reduced access to capital markets. See “Increases in interest rates and/or a downgrade of our credit ratings could negatively affect our financing costs and our ability to access capital” under Item 3 “Key Information—Risk Factors.”

Debt ratings are not a recommendation to buy, sell or hold securities. Ratings may be subject to revision or withdrawal by the rating agencies at any time. As rating agencies may have different criteria in evaluating the risks associated with a company, you should evaluate each rating independently of other ratings.

Contractual Obligations, Commitments and Financial Guarantees

The following table summarizes the contractual obligations of our continued operations as of December 31, 2014:

	Payments due by period
	Total		2015		2016		2017		2018		2019		Thereafter
	(in millions of euros)
Long-term debt (excluding finance lease obligations)(1)		2,406		1		8		371		400		247		1,379
Interest on fixed rate debt		1,661		129		128		116		104		82		1,102
Finance lease obligations (minimum payments)(2)		544		69		54		47		70		36		268
Self-insurance obligations		152		58		26		17		11		7		33
Operating lease obligations (minimum payments)(2)		1,511		290		239		200		158		115		509
Purchase obligations(3)		156		104		36		9		5		1		1
Pension benefits(4)		173		23		13		13		16		17		91
Other post-retirement benefits(4)		3		1		—		—		—		—		2
Total		6,606		675		504		773		764		505		3,385

⁽¹⁾  Long-term debt excludes any hedging effects and does not take into account premiums and discounts.

⁽²⁾  Both the finance lease and operating lease obligations include closed store lease obligations.

⁽³⁾  Purchase obligations include agreements to purchase goods or services that are enforceable and legally binding on us and that specify all significant terms, including fixed or minimum quantities to be purchased, fixed, minimum or variable pricing and the approximate timing of the transaction. Purchase obligations exclude agreements that are cancelable within 30 days without penalty and/or contain contingent payment obligations.

⁽⁴⁾  The ‘Thereafter’ category includes years 2020 to 2024.

45

Following the closing of the sale of our Sweetbay, Harveys and Reid’s operations and the sale of Bottom Dollar Food, we provide guarantee for a number of existing operating or finance lease contracts, which extend through 2037. In the event of a future default of the buyer, we will assume the financial obligation towards the landlords. The schedule below provides the future minimum lease payments over the non-cancellable lease term of the guaranteed leases, excluding other direct costs such as common area maintenance and real estate taxes, as of December 31, 2014. Currently, we do not expect to be required to pay any amounts under these guarantees.

	Payments due by period
	Total		2015		2016		2017		2018		2019		Thereafter
	(in millions of euros)
Finance lease obligations (minimum payments)		95		4		4		4		5		5		73
Operating lease obligations (minimum payments)		200		20		20		19		17		15		109
Total		295		24		24		23		22		20		182

In addition, we issued other financial guarantees for a total amount of €2 million.

Off-Balance Sheet Arrangements

We are not a party to any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on our financial condition, results of operations or cash flows.

FACTORS AFFECTING FINANCIAL CONDITION AND RESULTS OF OPERATIONS

In addition to the following factors, please see the information under the heading entitled “Risk Factors” under Item 3 “Key Information.”

Financial Risks. We have identified our principal financial risks as follows: (i) the exposure associated with the ability to continuously fund our operations, (ii) adverse interest rate and currency movements, (iii) the credit quality of our financial counterparties, and (iv) the funding of our pension plans.

In order to cover identified and quantified market risks, we use from time to time derivative financial instruments such as foreign exchange forward contracts, interest rate swaps, currency swaps and other derivative instruments.

Funding and Liquidity Risk. Funding and liquidity risk include the risks that we will encounter difficulty in raising debt and in meeting payment obligations when they come due. We manage this exposure by closely monitoring our liquidity resources, consisting of a combination of retained cash flows, bank facilities, long-term debt, and leases, which are essential to fulfill working capital, capital expenditures and debt servicing requirements. We operate an international cash-pooling structure in order to centralize cash on a daily basis wherever possible. At year-end 2014 the Group’s cash and cash equivalents amounted to €1.6 billion.

We also monitor the amount of short-term funding, the mix of short-term funding to total debt and the availability of committed credit facilities in relation to the level of outstanding short-term debt (see Note 18.2 “Short-term Borrowings” to the consolidated financial statements included in Item 18 in this Form 20-F Report). At year-end 2014, we had committed and undrawn credit lines totaling €525 million. These credit lines consisted of a syndicated multicurrency credit facility of €400 million for the company and certain of its subsidiaries including Delhaize America, LLC and €125 million of bilateral credit facilities for the European entities.

At December 31, 2014, the maturities of the committed credit facilities were as follows: €50 million maturing in 2015, €75 million maturing in 2016 and €400 million maturing in 2019.

We monitor the maturities of our outstanding debt in order to reduce refinancing risk. At December 31, 2014, the expected redemption values of the long-term debt through 2019 were €1 million in 2015, €8 million in 2016, €371 million in 2017, €400 million in 2018 and €247 million in 2019 after the effect of cross-currency interest rate swaps and before the impact from the cash tender offer settled in February 2015, as detailed in Note 35 “Subsequent Events” included in Item 18 of this Form 20-F Report. As described in Note 18.1 “Long-term Debt” in the Financial Statements, no significant principal repayment of financial debt is due until 2017. Our long-term issuer ratings from Standard & Poor’s and Moody’s are BBB- (stable) and Baa3 (stable) respectively. These credit ratings are supported by cross-guarantee arrangements among the Group and substantially all of U.S. subsidiaries, whereby the entities guarantee each other’s financial debt obligations. We leverage our investment grade credit rating to optimally refinance maturing debt.

46

As also described in Notes 18.1 “Long-term Debt” and 18.2 “Short-term Borrowings” to the consolidated financial statements included in Item 18 in this Form 20-F Report, we are subject to certain financial and non-financial covenants related to our long- and short-term debt instruments, which contain certain accelerated repayment terms that are detailed in these Notes.

Interest Rate Risk., Interest rate risk arises on interest-bearing financial instruments and represents the risk that the fair value or the associated interest cash flows of the underlying financial instrument will fluctuate because of future changes in market interest rates.

Our interest rate risk management objectives are to reduce earnings volatility, to minimize interest expense over the long term, and to protect future cash flows from the impact of material adverse movements in interest rates. We review our interest rate risk exposure on a quarterly basis and at the inception of any new financing operation. As part of our interest rate risk management activities, we may enter into interest rate swap agreements (see Note 19 “Derivative Financial Instruments and Hedging” in the Financial Statements). At the end of 2014, 80.4% of the financial debt after swaps of the Group carried a fixed interest rate (2013: 74.3%; 2012: 75.8%).

The sensitivity analysis presented in the table below estimates the impact on the financial results and equity (with all other variables held constant) of a parallel shift in the interest rate curve. The shift in that curve is based on the standard deviation of daily volatilities of the “Reference Interest Rates” (Euribor 3 months and Libor 3 months) during the year, within a 95% confidence interval.

December 31, 2014

Currency	Impact on Financal Result	Impact on Equity
EUR	€0.04 million	—
USD	€0.09 million	€0.4 million
Total	€0.13 million	€0.4 million

December 31, 2013

Currency	Impact on Financial Result	Impact on Equity
EUR	€0.11 million	—
USD	€0.08 million	€0.2 million
Total	€0.19 million	€0.2 million

December 31, 2012

Currency	Impact on Financial Result	Impact on Equity
EUR	€0.09 million	—
USD	€0.17 million	€0.2 million
Total	€0.26 million	€0.2 million

Currency Risk. Our foreign currency risk management objectives are to minimize the impact of currency fluctuations on the Group’s income statement, cash flows and balance sheet, using foreign exchange contracts, including derivative financial instruments such as currency swaps and forward instruments (see Note 19 “Derivative Financial Instruments and Hedging” to the consolidated financial statements included in Item 18 in this Form 20-F Report).

Translation exposure. Our consolidated financial statements are presented in euros. The results of operations and the financial position of each of our entities whose functional currency is not the euro must be translated into euros at the applicable foreign currency exchange rate for inclusion in the Group’s consolidated financial statements (see also Note 2.3 “Summary of Significant Accounting Policies” in the Financial Statements with respect to translation of foreign currencies).

We do not hedge this “translation exposure.” However, we aim to minimize this exposure by funding the operations of our entities in their functional currency, wherever feasible.

If the average U.S. dollar exchange rate had been 1 cent higher/lower and all other variables were held constant, our net profit would have increased/decreased by €2 million in 2014 (€1 million in 2013 and €2 million in 2012), solely due to the translation of the financial statements denominated in U.S. dollars. The effect from the translation of the functional currency to the reporting currency of the Group does not affect the cash flows in local currencies.

47

In 2014, 77% of our EBITDA was generated in U.S. dollars (64% and 63% in 2013 and 2012, respectively). At December 31, 2014, 66% of our financial debt after cross-currency swaps was denominated in U.S. dollars (69% and 65% in 2013 and 2012, respectively).

Transaction exposure. Our exposure to fluctuations in foreign currency movements in our business operations is limited as operating companies’ purchases and sales are primarily denominated in their functional currency.

We are exposed to foreign currency risks only on monetary items not denominated in the functional currency of the respective reporting entities, such as trade receivables and payables denominated in a foreign currency, financial assets classified as available for sale, derivatives, financial instruments not designated as hedge relationships and borrowings denominated in a foreign currency. If at December 31, 2014, the U.S. dollar had strengthened/weakened by 12% (estimate based on the standard deviation of daily volatilities of the Euro/U.S. dollar exchange rate during 2014 using a 95% confidence interval), our net profit (all other variables held constant) would have been €5 million higher/lower (2013 and 2012: also €4 million higher/lower with a rate shift of 14% and 17%, respectively).

Credit Risk/Counterparty Risk. Credit risk is the risk that one party to an agreement will cause a financial loss to another party by failing to discharge its obligation. Credit risk covers trade receivables, cash and cash equivalents, short term deposits and derivative instruments.

In order to reduce our counterparty risk, we enter from time to time into netting agreements with counterparties whereby the amounts owed by the parties can and will be offset if certain conditions are met (see Note 10.2 “Offsetting of Financial Instruments” to the consolidated financial statements included in Item 18 in this Form 20-F Report).

The credit risk on trade receivables relates mainly to the wholesale activity in Belgium. Although we cover part of this risk by entering into credit insurance policies with external insurers, most of the exposure is self-insured. In connection with the cash and cash equivalents, short term deposits, and derivative instruments, we require a minimum credit quality for our financial investments (see Notes 11 “Investments in Securities” and 14 “Receivables” to the consolidated financial statements included in Item 18 in this Form 20-F Report for further details).

We require a minimum short term rating of A1/P1 and a minimum long term rating of A2/A for our deposit and investment transactions. We may deviate from this requirement from time to time for operational reasons.

Our exposure to changes in credit ratings of our counterparties is continuously monitored and the aggregate value of transactions concluded is spread amongst approved counterparties. Counterparty risk is always assessed with reference to the aggregate exposure to a single counterparty or group of related parties to minimize concentration of risk.

Pension Plan Risk. Most of our operating companies have pension plans, the structures and benefits of which vary with conditions and practices in the countries where these companies operate. Pension benefits may be provided through defined contribution plans or defined benefit plans.

A defined contribution plan is a post-employment benefit plan under which we and/or the associate pays fixed contributions usually to a separate entity. Under such a plan, there are no legal or constructive obligations to pay further contributions, regardless of the performance of the funds held to satisfy future benefit payments. The actual retirement benefits are determined by the value of the contributions paid and the subsequent performance of investments made with these funds. In Belgium, the defined contribution plans include a minimum guaranteed return, which is substantially guaranteed by an external insurance company that receives and manages the contributions. These plans have some defined benefit plan features (as discussed further below) which may result in a limited level of underfunding due to the declining return of long-term low risk investments. We monitor to which extent a potential liability can arise from these plans and recognize material exposures in our balance sheet, if any.

A defined benefit plan is a post-employment benefit plan which normally defines an amount of benefit that an employee will receive upon retirement, usually dependent on one or more factors such as age, years of service, compensation and/or guaranteed returns on contributions.

48

We operate defined benefit plans at several of our companies and approximately 24% of the Group’s associates were covered by defined benefit plans at the end of 2014.

If, at the balance sheet date, the fair value of the plan assets of a defined benefit plan, is lower than the defined benefit obligations (determined based on actuarial assumptions), we would bear a theoretical “underfunding risk” at that moment in time. At the end of 2014, we recognized a net liability of €135 million (2013: €117 million; 2012: €136 million) to cover such underfunding.

Details on our pension plans at the Group and our subsidiaries can be found in Note 21.1 “Pension Plans” to the consolidated financial statements included in Item 18 in this Form 20-F Report.

Self-Insurance Risk. We manage our insurable risk through a combination of external insurance coverage and self-insurance. We use captive self-insurance program to provide flexibility and optimize costs. In deciding whether to purchase external insurance or self-insure, we consider the frequency and severity of losses, our experience in mitigating risk through safety and other internal risk prevention programs, the cost and terms of external insurance, and whether external insurance coverage is mandatory.

The main risks covered by our insurance programs are property, liability and healthcare. Our U.S. subsidiary uses a captive structure for its self-insured retention programs for its workers’ compensation, general liability, automotive accident, and pharmacy claims.

In the event of a substantial loss there is a risk that external insurance coverage or self-insurance reserves may not be sufficient to cover the loss. Although we assesses an external insurer’s financial strength at the time we purchase insurance coverage, it is possible that the financial condition of the insurer may deteriorate over time in which case it may be unable to meet its obligation to pay a loss. It is possible that we, due to changes in financial or insurance markets, will be unable to continue to purchase certain insurance coverages on commercially reasonable terms.

Reserves for self-insured retentions are based upon actuarial estimates of claims reported and claims incurred but not reported. We believe these estimates are reasonable, however these estimates are subject to a high degree of variability and uncertainty caused by such factors as future interest and inflation rates, future economic conditions, litigation and claims settlement trends, legislative and regulatory changes, changes in benefit levels and the frequency and severity of incurred but not reported claims. It is possible that the final resolution of some claims may require us to make significant expenditures in excess of existing reserves.

Self-insurance provisions of €152 million are included as a liability on the balance sheet as of December 31, 2014. More information on self-insurance can be found in Note 20.2 “Self Insurance Provisions” and related investments held to cover the self-insurance exposure are included in Note 11 “Investments in Securities” to the consolidated financial statements included in Item 18 in this Form 20-F Report.

If external insurance is not sufficient to cover losses or is not collectable, or if self-insurance expenditures exceed existing reserves, our financial condition and results of operation may be adversely affected.

Foreign Investment Risks. In addition to our significant operations in the United States and Belgium, we operate in a number of other countries. Foreign operations and investments are subject to the risks typically associated with conducting business in foreign countries such as:

• labor disputes;

• uncertain political, legal and economic environments;

• risks of war and civil disturbances;

• risks associated with the movement of funds;

• deprivation of contract rights;

• loss of property by nationalization or expropriation without fair compensation;

• risks relating to changes in laws or policies of particular countries, such as foreign taxation;

• risks associated with obtaining necessary governmental permits, limitations on ownership and on repatriation of earnings; and

• foreign currency exchange rate fluctuations.

There can be no assurance that these risks or other risks relating to foreign operations will not be encountered by us in the future. Foreign operations and investments may also be adversely affected by laws and policies governing foreign trade, investment and taxation in the United States, Belgium and the other countries where we operate.

49

Inflation and Changing Prices. Cost of goods sold and labor cost, our primary operating costs, increase with inflation and, where possible, are recovered through operating efficiencies and retail price adjustments.

In 2014, the U.S. overall inflation was 0.8% (1.5% in 2013 and 1.7% in 2012) primarily driven by higher food prices and energy services whereas gasoline and fuel oil prices declined sharply. Food inflation was 3.4%, a substantial increase over the 1.1% increase in 2013 (1.8% in 2012) and food at home inflation rose 3.7% following an increase of 0.4% in 2013 (source: B.L.S.).

For Delhaize Belgium, national food inflation in 2014 was -0.4% compared to 3.4% in 2013. Deflation, especially in fruits and vegetables, put our margin under pressure. Nevertheless Delhaize Belgium continued to invest in prices in 2014.

Although there is the risk that inflation in European countries where we operate could have an effect on our results, such inflation did not have a material effect on our consolidated sales or results of operations to date.

Economic Conditions. The U.S. economic environment continued to improve in 2014. Real gross domestic product growth (GDP) was 2.4% in 2014, slightly higher than the 2.2% growth in 2013. The increase in real GDP in 2014 reflected positive contributions from personal consumption expenditures (PCE), nonresidential fixed investment, exports, private inventory investment, state and local government spending, and residential fixed investment that were partly offset by a negative contribution from federal government spending. Imports, which are a subtraction in the calculation of GDP, increased. The acceleration in real GDP growth in 2014 reflected an acceleration in nonresidential fixed investment, a smaller decrease in federal government spending, and accelerations in private inventory investment, in PCE, and in state and local government spending that was partly offset by an acceleration in imports and a deceleration in residential fixed investment. (source: U.S. Department of Commerce).

Unemployment in the U.S. was at 5.6% in December 2014 down from 6.7% in December 2013. SNAP (Supplemental Nutrition Assistance Program) national participation was 46.3 million persons in December 2014, 0.5 million less than in December 2013. General inflation was 0.8% in 2014 compared to 1.5% in 2013.

In Belgium, GDP evolution was positive in 2014 at 1.0%. General inflation slightly increased (0.3% in 2013) and food inflation came out at -0.4%. The unemployment rate was 8.5% compared to 8.4% in 2013. The competitive environment remained challenging and focused on price.

Within our Southeastern Europe segment, economic conditions in Greece, our largest market of the segment, remain very difficult and resulted in a real GDP evolution of 0.8% (after -3.9% in 2013 and -6.6% in 2012) whereas general inflation was -1.3% in 2014, down from -0.9% in 2013.

RECENT EVENTS, TRENDS AND OUTLOOK

Recent Events

In the first quarter of 2015, we issued 695,847 new shares for a consideration of €54 million to satisfy the exercise of warrants.

In January 2015, all of our Bottom Dollar Food stores were closed in connection with our agreement to sell the store locations to ALDI Inc. The transaction was completed in March 2015.

In February 2015, we completed a tender offer for cash and purchased (i) $278 million principal amount of the 6.50% bonds due 2017 at a price of 111.66% and (ii) $170 million principal amount of the 4.125% senior notes due 2019 at a price of 107.07%. During 2015, this transaction results in a one-time charge to profit and loss of approximately €40 million. Existing hedge relationships relating to these notes, if any, were adjusted prospectively.

In March 2015, our Board of Directors proposed a gross dividend of €1.60 per share to be paid to owners of ordinary shares against coupon no. 53 on June 4, 2015. After deduction of 25% withholding tax pursuant to Belgian domestic law, this will result in a net dividend of €1.20 per share. This dividend is subject to approval by shareholders at the Ordinary General Meeting of May 28, 2015 and, therefore, has not been included as a liability in our consolidated financial statements prepared under IFRS. The estimated dividend liability, based on the number of shares issued at March 4, 2015, is €165 million.

50

Trends and Outlook

Over the past years, the economic environment in our markets has been challenging, whereby consumers are more actively seeking ways to maximize the value they receive for their spending. Competition – both on a promotional and operational level—is tough. In response, we started to invest to improve our price competitiveness, and to focus on operating efficiencies and free cash flow generation. In 2014, we developed and started to implement our new “Strategic Framework” which puts the customer at the center.

With our increased focus on our core markets, which resulted in a number of divestitures in Europe in the last couple of years, we also divested in the U.S. Sweetbay, Harveys, Reid’s in 2014 and more recently Bottom Dollar Food. This allows us to concentrate in the U.S. on our two core operations: Food Lion and Hannaford.

Between 2011 and the beginning of 2014, we repositioned all of our Food Lion stores with the aim of enhancing customer satisfaction by improving our price positioning. With prices being lowered by 2.0-2.5%, we realized volume growth in return, which combined with keeping costs under control allowed increasing operating margin. In 2014, the next step in strengthening our position was taken with the roll-out of our “Easy, Fresh and Affordable” strategy in 76 Food Lion stores. First results are encouraging and will allow us to fine tune our strategy further, rolling it out to an additional approximately 160 stores in 2015, for a capital investment of on average $1.5 million per store.

During the summer of 2014, our Hannaford business was positively impacted by disruptions at a key competitor. Hannaford continued its strategic price investments policy and focus on healthy and fresh quality assortment. Hannaford opened its 11^th Hannaford-to-Go, where customers order their groceries online, which will be further developed and rolled out in the years to come.

Overall, in 2015 Delhaize America will reinforce its competitive pricing, solidify private label architecture through a re-launch and make improvements in support center and IT systems and infrastructure.

With the challenging economic environment, Belgian consumers have become increasingly price-sensitive and competition among supermarket operators and discounters has increased. Furthermore, our Belgian operations faced a growing structural cost gap with respect to compensation and working conditions compared to our main competitors. As a result, profitability came under significant pressure.

In June 2014, we therefore announced in our “Transformation Plan” the intention to significantly reduce the number of store and headquarter employees and stop activities in several company operated stores. In the months following the announcement, the uncertainty surrounding the final outcome of the transformation resulted in several strikes and disruptions in operations, which negatively impacted our revenues, operating margin and market share in the second half of the year. Beginning of 2015, the negotiations with the social partners were finalized and we started implementing the agreed-upon plan: 1,800 employees are expected to leave the company either through voluntary early retirement or voluntary departure by the end of 2015. In addition we intend to affiliate nine company operated stores and close one. Finally, employee compensation and working conditions have been agreed with the social partners and will be implemented going forward, alongside with operational efficiency projects. Overall, and in line with our Strategic Framework, this will allow us to become more customer centric and efficient and the expected savings will be used to finance the investments that we plan to make in the coming years. Overall we intend to invest a supplementary €450 million in the next three years in order to accelerate the implementation of our commercial strategy, in particular in our supermarkets and e-commerce, training, logistics, assortment and prices. In the short-term we believe that it is reasonable to assume that our sales trend and profitability will remain impacted by the weak second half of 2014. However, we expect the transformation plan to allow us generate significant savings, which will gradually increase over time.

For several years now, the Greek economy has been under tremendous economic pressure. In 2014, Greece continued to experience very high unemployment. Nonetheless, Alfa Beta was able to resist the general market trend and continued gaining market share, remaining the leading food retailer in Greece. In order to defend and strengthen its market position, Alfa Beta resumed store expansion and further improved its competitiveness with targeted price investments and assortment improvements.

Since the acquisition of our Serbian operations in 2011, the general economic situation in Serbia deteriorated significantly and the country was hit by devastating flooding in 2014. At the same time, competition strengthened further, resulting in material pressure on revenue growth. In 2014, we started to see the early success of remodeled stores and new concepts. We further opened a new distribution center, one of the largest in the Balkans, which we expect to strengthen our operational efficiency and profitability in 2015 and beyond.

Over the last six years, Mega Image achieved in Romania strong revenue growth, driven by store expansion (410 stores at the end of 2014 compared to 40 stores in 2008) and is now the leading food retailer in Bucharest. While the global economic downturn has also impacted Romania, the economy has been resilient and Mega Image significantly grew revenues and profitability over the recent years. With competition expanding fast and new competitors entering the market, we aim to defend our market position with continued profitable store expansion and a further improved customer proposition.

51

For 2015, we expect Group capital expenditures of approximately €700 million at identical exchange rates excluding leases.

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

BOARD OF DIRECTORS

In accordance with Belgian law, our affairs are managed by our Board of Directors. Under our Articles of Association, the Board of Directors must consist of at least three directors. Our Board of Directors consists of 11 directors, all of which are non-executive directors.

In March 2015, the Board of Directors determined that the current directors, with the exception of Pierre-Olivier Beckers-Vieujant and Didier Smits, are independent under the criteria of the Belgian Companies Code, the Belgian Code on Corporate Governance and the rules of the NYSE. The Board made its determination based on information furnished by all directors regarding their relationships with us. Mr. Beckers-Vieujant is not independent under the criteria of the Companies Code because he was an executive of the Company until December 31, 2013. Mr. Smits is no longer considered independent under the Belgian Companies Code because he has served on the board of directors as a non-executive director for more than three consecutive terms. The Board of Directors met nine times in 2014.

On the recommendation of the Governance and Nomination Committee, the Board proposes the appointment of directors to the shareholders for approval at the Ordinary Shareholders’ Meeting. Pursuant to our Articles of Association, directors may be appointed for a maximum term of office of six years. In August 2014, the Board of Directors established a four year term for the mandates of independent directors. This would permit a non-executive director who is otherwise independent to serve a total of twelve years before such director would no longer be considered independent under Belgian law. The term of mandates for directors who are not considered independent by the Board of Directors at the time of their election has been set by the Board at three years. Unless otherwise decided by the Board, a person who may be considered for election to the Board and who will turn age 72 during his or her next mandate may instead be elected to a term that would expire at the ordinary shareholders’ meeting occurring in the year in which such director turns 72. Directors may be removed from office at any time by a majority vote at any meeting of shareholders. Each year, typically, there are a few directors who have reached the end of their current term of office and may be reappointed.

On May 22, 2014, the shareholders at the Ordinary Shareholders’ Meeting approved (i) the renewal of the mandates of Messrs. Mats Jansson, William G. McEwan and Jack L. Stahl, each for a term of four years and (ii) the appointment of Mr. Johnny Thijs as director for a term of three years. Mr. Hugh Farrington retired from the Board of Directors effective May 22, 2014.

At the Ordinary Shareholders’ Meeting to be held on May 28, 2015, the Board of Directors will propose to shareholders for approval (i) the renewal of the mandate of Ms. Shari L. Ballard for a term of four years, (ii) the renewal of the mandates of each of Messrs. Jacques de Vaucleroy and Luc Vansteenkiste for a term of three years and (iii) the appointment of Ms. Dominique Leroy and Mr. Patrick De Maeseneire as directors for a term of four years. At such meeting, the Board of Directors will also propose that the shareholders acknowledge that Ms. Shari L. Ballard, Ms. Dominique Leroy and Mr. Patrick De Maeseneire are independent within the meaning of the Belgian Companies Code. If the mandates of Messrs. de Vaucleroy and Vansteenkiste are renewed at the shareholders’ meeting to be held on May 28, 2015, neither of them would be considered independent under the Belgian Companies Code because they each will have served on the Board of Directors as a non-executive director for more than three consecutive terms. Messrs. Pierre-Olivier Beckers-Vieujant and Didier Smits have each informed the Board that they will not stand for renewal when their current mandates expire at the shareholders’ meeting to be held on May 28, 2015.

52

Our current Board of Directors and nominees, and biographical information concerning such individuals, are set forth below. The business address of each of our directors is Square Marie Curie 40, 1070 Brussels, Belgium.

Name	Position	Director Since	Term Expires
Mats Jansson	Chairman	May 2011	2018
Claire H. Babrowski	Director	May 2006	2016
Shari L. Ballard	Director	May 2012	2015
Pierre-Olivier Beckers-Vieujant	Director	May 1995	2015
Jacques de Vaucleroy	Director	May 2005	2015
Elizabeth Doherty	Director	May 2013	2016
William G. McEwan	Director	May 2011	2018
Didier Smits	Director	May 1996	2015
Jack Stahl	Director	August 2008	2018
Luc Vansteenkiste	Director	May 2005	2015
Johnny Thijs	Director	May 2014	2017
Dominique Leroy	Nominee	—	—
Patrick De Maeseneire	Nominee	—	—

Mats Jansson (1951). Mr. Jansson has served as Chairman of our Board of Directors since May 24, 2012. Mr. Jansson currently serves as an independent board member of TeliaSonera and is a member of the JPMorgan European Advisory Council and Prime. Mr. Jansson began his career with ICA, a leading Swedish food retailer, holding positions of increasing responsibility over a period of more than 20 years and serving as President of ICA Detaljhandel and Deputy CEO and Chairman of the Group from 1990 to 1994. He then served as CEO of Catena/Bilia (1994 to 1999) and Karl Fazor Oy (1999 to 2000). From 2000 to 2005 Mr. Jansson held the position of CEO with Axfood, a publicly-traded Swedish food retailer. From 2005 to 2006 Mr. Jansson served as President and CEO of Axel Johnson AB, a family owned conglomerate of distribution and services companies. Mr. Jansson was President and CEO of SAS, the Scandinavian airline company, from 2006 to 2010. He also previously served as a director of Axfood, Mekonomen, Swedish Match, Hufvudstaden and Danske Bank. Mr. Jansson studied economical history and sociology at the University of Örebro, Sweden.

Claire H. Babrowski (1957). Ms. Babrowski is a retired retail executive. She serves on the Board of Directors of Pier 1 Imports, Inc. From 2007 until 2010, Ms. Babrowski was the Executive Vice President, Chief Operating Officer of Toys “R” Us, a specialty toy retailer operating more than 1,500 stores throughout the world. She started her career spending 30 years at McDonald’s Corporation, where her last position was Senior Executive Vice President and Chief Restaurant Operations Officer. From 2005 to 2006, she worked for RadioShack, serving as Executive Vice President and Chief Operating Officer, and then President, Chief Operating Officer and acting Chief Executive Officer. In 1998, she received the Emerging Leader Award from the U.S. Women’s Service Forum and was named three times to Fortune’s Most Powerful Women Top 50. Ms. Babrowski holds a Master in Business Administration from the Keenan Flagler Business School at the University of North Carolina.

Shari L. Ballard (1966). Ms. Ballard is the President of U.S. Retail and the Chief Human Resources Officer for Best Buy. Ms. Ballard began her career with Best Buy in 1993 as an assistant store manager, rising to the position of general manager. Following her store tenure, she had a variety of rules including head of Human Resources and Legal. In 2007, Ms. Ballard assumed responsibilities for Best Buy stores in the United States. She was promoted to president of Americas, U.S. and Mexico in 2010 and two years later, she was appointed president of international. In 2013, she took on the additional role as chief human resources officer. Ms. Ballard serves on the Board of Directors of Minneapolis Institute of Arts and the University of Minnesota Foundation. Ms. Ballard graduated from the University of Michigan—Flint with a Bachelor’s Degree in Social Work.

Pierre-Olivier Beckers-Vieujant (1960). Mr. Beckers-Vieujant served as President and Chief Executive Officer of Delhaize Group from January 1, 1999 through November 2013. Mr. Beckers-Vieujant earned a Master’s degree in applied economics at I.A.G., Louvain-La-Neuve and an MBA from Harvard Business School. He began working in the food retail industry in 1982 as a store manager for a bakery chain in Belgium. Mr. Beckers-Vieujant joined us in 1983, to work initially three years in our U.S. operations as a store manager. After his return to Belgium, he broadened his retail experience as a buyer, director of purchasing, member of the Executive Committee and Director and Executive Vice-President in charge of international activities. In January 2000, Mr. Beckers-Vieujant was named Manager of the Year by the leading Belgian business magazine Trends/Tendances. In 2009, he was named Belgium’s BEL 20 CEO of the year by the Belgian newspapers Le Soir and De Standaard. Mr. Beckers-Vieujant serves on the Board of Directors of D’Ieteren and Aramark. He is Vice-Chairman of the Federation of Belgian Companies. He is a member of Guberna and, until 2010, the Belgian Commission on Corporate Governance. He has been President of the BOIC (Belgian Olympic Interfederal Committee) since December 2004, and was reelected in 2013. He also was elected member of the International Olympic Committee in July 2012.

53

Jacques de Vaucleroy (1961). Mr. de Vaucleroy is CEO of the Northern, Central and Eastern Europe business unit of AXA since March 2010. He is also in charge of AXA Bank Europe. Since April 2010, he has been a member of the AXA Management Committee. On January 1, 2011, he assumed global responsibility for the AXA Group’s Life and Savings and Health businesses. Mr. de Vaucleroy has made most of his career within the ING Group, where he was a member of the Executive Board of ING Group and CEO of ING Insurance and Investment Management Europe. He has extensive experience in the banking and insurance and asset management business, both in Europe and in the U.S. Jacques de Vaucleroy holds a degree in law from Catholic University of Louvain (UCL), Belgium and a Master of Business Law from Vrije Universiteit van Brussel (VUB), Belgium.

Elizabeth Doherty (1957). Ms. Doherty began her career with Unilever in 1979 as an assistant internal auditor and then spent the following 22 years serving the organization, assuming positions of increasing responsibility in audit, accounting, supply chain, commercial operations, and finance in multiple countries across Europe and Asia. She left Unilever as Senior Vice President Finance, Central & Eastern Europe in 2001 to enlist with Tesco as its Group International Finance Director where she led that function for six years. In 2007 she joined Brambles Industries as its Chief Financial Officer and most recently served as CFO of Reckitt Benckiser, from 2011 to 2013. In addition to her executive experience she has also served on the Boards of both Brambles Industries and Reckitt Benckiser as well as that of SABMiller. Ms. Doherty serves on the Board of Directors of Nokia and Dunelm Group plc. Ms. Doherty graduated from the University of Manchester, in the United Kingdom with a Bachelor of Science (Honors) in Liberal Studies in Science (Physics). She also is a Fellow of the Chartered Institute of Management Accountants in the United Kingdom.

William G. McEwan (1956). Mr. McEwan is a Canadian grocery and consumer packaged goods executive. Between 1989 and 2000, Mr. McEwan held a variety of progressively senior marketing and merchandising roles in the consumer packaged goods industry with Coca-Cola Limited and Coca-Cola Bottling as well as in grocery retail with The Great Atlantic and Pacific Tea Company (A&P) both in Canada and in the United States. He served as President of A&P’s Canadian operations before his appointment as President and Chief Executive Officer of the company’s US Atlantic Region, the position he held immediately prior to joining Sobeys Inc. He served as President and Chief Executive Officer of Sobeys Inc. and member of the Board of Directors of its parent company, Empire Company Limited until June 2012. Mr. McEwan is a member of the Board of Agrifoods International Cooperative Ltd and Ultima Foods. Mr. McEwan served on the Board of Directors of The Consumer Goods Forum. In November 2005, Mr. McEwan was presented the Golden Pencil Award, The Food Industry Association of Canada’s highest distinction. In May 2006, the Canadian Council of Grocery Distributors presented Mr. McEwan with the Robert Beaudry Award of Excellence for leadership in the grocery industry. In June 2012, Mr. McEwan was honored by the Retail Council of Canada with its Lifetime Achievement Award, recognizing a career of outstanding leadership, business success and community service.

Didier Smits (1962). Mr. Smits has been Managing Director of Papeteries Aubry SPRL since 1991. From 1986 to 1991, Mr. Smits was a Manager at Advanced Technics Company. Didier Smits received a Master’s degree in economic and financial sciences at I.C.H.E.C. in Brussels.

Jack Stahl (1953). Mr. Stahl served in the role of President and Chief Executive Officer of cosmetics company Revlon from 2002 until his retirement in September 2006. Prior to joining Revlon, Mr. Stahl had a 22-year career as an executive with the Coca-Cola Company culminating in the role of President and Chief Operating Officer. He also served as Group President of Coca-Cola Americas and Chief Financial Officer. Mr. Stahl started his professional career as an auditor at Arthur Andersen & Co. Mr. Stahl served on the Board of pharmaceutical company Schering-Plough, Sacks Incorporated and Dr Pepper Snapple Group. He currently serves on the Board of Coty Inc., Catalent, Inc., Advantage Sales & Marketing LLC, and serves as a member of the US Board of Advisors on CVC Capital Partners Advisory, Inc. He is also a Board member and Chairman of The Boys and Girls Clubs of America. Mr. Stahl received his undergraduate degree from Emory University and holds an MBA from the Wharton Business School of the University of Pennsylvania.

Luc Vansteenkiste (1947). Mr. Vansteenkiste is President of the Board of the Belgian company Sioen. Mr. Vansteenkiste is Chairman of European Issuers since April 9, 2014 and he is also a member of the Board of the Belgian company Smartphoto Group. Mr. Vansteenkiste is Honorary President of the Federation of Belgian Enterprise. Mr. Vansteenkiste was Chief Executive Officer of Recticel until April 2010 and Vice President of its Board of Directors until May 2013. Mr. Vansteenkiste earned his degree in civil engineering at the Katholieke Universiteit Leuven, Belgium.

Johnny Thijs (1952). Mr. Thijs started his career in 1974 at Vanderelst N.V. (Rothmans group) as Product & Marketing Manager for Belgium. In 1981, he was named Marketing & Sales Manager at Masterfoods N.V. (Mars Inc.) for Belgium, the Netherlands, Germany and France. In 1986, he moved to Côte d’Or-Jacobs Suchard and five years later moved to Interbrew N.V. where he started

54

as Executive Vice President before becoming CEO for Europe, Asia-Pacific and Africa from 1995 to 1999. In 2000, he was named CEO of Ter Beke. Mr. Thijs joined Belgian Post in 2002 where he served as CEO until the end of February 2014. Mr. Thijs is Chairman of the Board of Directors of Spadel SA and also member of the Boards of Directors of H.Essers and USG People. He studied commercial sciences at the College of Economic Sciences of the University of Limburg, Belgium.

Dominique Leroy (1964). Ms. Leroy has been Chief Executive Officer of Belgacom SA and member of the Board of Directors of Belgacom SA since January 2014. She began working at Belgacom as Vice President Sales for the Consumer division in October 2011. In June, 2012, Ms. Dominique Leroy held the position of Executive Vice President of the Consumer Business Unit of Belgacom and member of the Management Committee of Belgacom Group. Prior to Belgacom, Ms. Leroy worked for 24 years at Unilever. She was Managing Director of Unilever Belux and member of Unilever’s Benelux management committee. She previously held various positions in marketing, finance and customer development. Ms. Leroy is an independent Board Member at Lotus Bakeries. Mrs. Leroy holds a degree in Business Engineering from the Solvay Business School of Brussels University (ULB).

Patrick De Maeseneire (1957). Mr. De Maeseneire has been Chief Executive Officer of Adecco S.A. since June 1, 2009. Between 1998 and 2002, Mr. De Maeseneire held leading positions within the Adecco Group, starting as country manager for the Benelux region before leading the Adecco Group’s worldwide professional staffing business from New York. Mr. De Maeseneire started his professional carrier in 1980 at Arthur Andersen (Consulting). Between 1980 and 1997, he held executive positions at Wang, Apple Computer, Sun International and at the Belgian TV station VTM. In 2002, Mr. De Maeseneire joined the chocolate manufacturer Barry Callebaut where he served as CEO until 2009, when he returned to Adecco as CEO. Mr. De Maeseneire earned a Master’s degree in commercial engineering at the Solvay Business School of Brussels University (VUB), Belgium and a special license in marketing management at the Vlerick Leuven Gent Management School, Belgium. Mr. De Maeseneire also completed studies in business management at the London Business School and INSEAD, Fontainebleau, France.

COMMITTEES OF THE BOARD OF DIRECTORS

Our Board of Directors has three standing committees: the Audit & Finance Committee, the Remuneration Committee and the Governance & Nomination Committee.

2014 Restructuring of Committees

In March 2014, the Board decided to restructure the functions of its then two standing committees (i.e., the Remuneration & Nomination Committee and the Audit Committee) into three standing committees, effective May 22, 2014; (i) the Remuneration Committee, (ii) the Governance & Nomination Committee, and (iii) the Audit & Finance Committee. The Remuneration Committee assumed all remuneration functions, recommending director and executive committee compensation decisions to the Board of Directors for its approval. The Governance & Nomination Committee assumed responsibility for board governance matters and succession planning for directors and Executive Committee members. The Audit Committee expanded its role to further assist the Board in monitoring the areas of treasury activities and related financings, changing its name to the Audit & Finance Committee.

Audit & Finance Committee

The principal responsibilities of the Audit & Finance Committee are to assist the Board in monitoring:

• the integrity of our financial statements;

• our compliance with legal and regulatory requirements;

• the statutory auditor’s qualification and independence;

• the performance of our internal audit function and statutory auditor;

• our internal controls and risk management; and

• the areas of corporate finance, treasury and tax activities, including the financial impact of significant transactions proposed by Company management.

55

The Audit & Finance Committee’s specific responsibilities are set forth in the Terms of Reference of the Audit & Finance Committee, which is attached as Exhibit B to our Corporate Governance Charter, which is posted on our website at www.delhaizegroup.com.

The Audit & Finance Committee is composed solely of independent directors. The members of the Audit & Finance Committee are Jack Stahl, who is the Chair, Claire Babrowski, Elizabeth Doherty and Luc Vansteenkiste.

Our Terms of Reference of the Audit & Finance Committee require that all members satisfy the independence requirements of Belgian law, the Belgian Code on Corporate Governance, and the New York Stock Exchange. The Board of Directors has determined that Mr. Stahl, Ms. Babrowski, Ms. Doherty and Mr. Vansteenkiste are “audit committee financial experts” as defined in Item 16A of Form 20-F under the Exchange Act. In 2014, the Audit & Finance Committee met five times.

Remuneration Committee

The principal responsibilities of the Remuneration Committee are to:

• recommend to the Board the compensation of the members of the Executive Committee;

• recommend to the Board any incentive compensation plans and equity-based plans, and awards thereunder, and profit-sharing plans for our employees;

• submit the Remuneration Report to the Board;

• evaluate the performance of the members of the Executive Committee; and

• advise the Board on other compensation issues.

The Remuneration Committee’s specific responsibilities are set forth in the Terms of Reference of the Remuneration Committee, which is attached as Exhibit C to our Corporate Governance Charter, which is posted on our website at www.delhaizegroup.com.

The members of the Remuneration Committee are William G. McEwan, who is the Chair, Shari Ballard, Jacques de Vaucleroy and Johnny Thijs, each of whom is an independent director. In 2014, the Remuneration Committee (including its predecessor Remuneration and Nomination Committee) met five times. Our Remuneration Policy for Directors and the Executive Committee can be found as Exhibit F to our Corporate Governance Charter, which is posted on our website at www.delhaizegroup.com.

Governance and Nomination Committee

The principal responsibilities of the Governance and Nomination Committee are to:

• identify individuals qualified to become Board members, consistent with criteria approved by the Board;

• recommend to the Board the director nominees for each Ordinary Shareholders’ Meeting;

• recommend to the Board director nominees to fill vacancies; and

• recommend to the Board qualified and experienced directors for service on the committees of the Board;

• recommend to the Board the appointment of the Chief Executive Officers and other members of the Executive Committee; and

• develop and recommend to the Board a set of governance and nomination principles applicable to the Company.

The Governance and Nomination Committee’s specific responsibilities are set forth in the Terms of Reference of the Governance and Nomination Committee, which is attached as Exhibit D to our Corporate Governance Charter, which is posted on our website at www.delhaizegroup.com.

56

The members of the Governance and Nomination Committee are Jacques de Vaucleroy, who is the Chair, Claire Babrowski, Mats Jansson and Luc Vansteenkiste, each of whom is an independent director. In 2014, the Governance and Nomination Committee (including its predecessor committee) met six times.

EXECUTIVE OFFICERS

Executive Committee

Our Chief Executive Officer, Frans Muller, is in charge of our day-to-day management with the assistance of the other members of the Executive Committee. The Executive Committee, chaired by our Chief Executive Officer, prepares the strategy proposals for the Board of Directors, oversees the operational activities and analyzes the business performance of our company. The age limit set by the Board for the Chief Executive Officer is 65.

Our Executive Committee does not qualify as a management committee (“comité de direction / directiecomité”) under Belgian law and as such does not hold the Board of Directors’ management powers.

The members of the Executive Committee are appointed by the Board of Directors. No member of our Executive Committee serves on the Board of Directors. Our Board of Directors decides on the compensation of the members of the Executive Committee and our other senior officers upon recommendation by our Remuneration Committee.

Our current Executive Committee members and biographical information concerning such individuals are set forth below.

Name	Position	Executive Officer/ Member of the Executive Committee Since
Frans Muller	President and Chief Executive Officer of Delhaize Group	2013
Pierre Bouchut	Executive Vice President and Chief Financial Officer of Delhaize Group	2012
Marc Croonen(1)	Executive Vice President and Chief Human Resources Officer of Delhaize Group	2014
Kevin Holt(2)	Executive Vice President and Chief Executive Officer of Delhaize America	2014
Kostas Macheras	Executive Vice President of Delhaize Group and Chief Executive Officer Southeastern Europe	2010

⁽¹⁾  Mr. Croonen began as Executive Vice President and Chief Human Resources Officer of Delhaize Group on May 1, 2014.

⁽²⁾  Mr. Holt began as Executive Vice President and Chief Executive Officer for Delhaize America effective July 7, 2014.

Frans Muller (1961). Mr. Muller is President and CEO of Delhaize Group since November 2013. In 1988, he joined KLM Cargo where he served in various management and executive positions in Amsterdam, Frankfurt, Vienna and Singapore. Mr. Muller joined the German retailer Metro AG in 1997, first as Operations Director, and then as managing director of its Dutch subsidiary, Makro. In 2002, he served as a board member of Metro Cash & Carry International, and was appointed as regional director for Eastern Europe and Russia. From 2004 to 2005, Mr. Muller served as President, Asia Pacific and Russia/Ukraine, Metro Cash & Carry International. In 2005, he was appointed CEO of Metro Group Buying, and in 2006, was appointed to the Management Board of Metro AG. In February, 2008, he became CEO of Metro Cash & Carry until his departure in March 2013. Mr. Muller holds a Master of Business Economics from the Erasmus University, Rotterdam (The Netherlands).

Pierre Bouchut (1955). Mr. Bouchut is Executive Vice President and Chief Financial Officer of Delhaize Group since March 19, 2012. Mr. Bouchut began his career in 1979 with Citibank Paris. He joined Bankers Trust France SA in 1987 to become Vice-President, Finance. In 1988, he joined McKinsey & Company as a consultant in the Corporate Finance and Integrated Logistics practices. Between 1990 and 2005, Mr. Bouchut was with Group Casino, where he successively held the positions of Chief Financial Officer, Managing Director and CEO responsible for both the French and international operations (USA, Poland, the Netherlands, Taiwan, Brazil, Argentina, Columbia and Venezuela). Between 2005 and 2009, Mr. Bouchut served with Schneider Group as CFO, developing numerous initiatives in the field of structured finance, risk management and external growth. He joined Carrefour in 2009 as Chief Financial Officer and was most recently Executive Director Growth Markets of Carrefour, overlooking operations in Latin America (Brazil, Columbia and Argentina) and in Turkey, India, Indonesia and Malaysia. He was also overlooking Carrefour Personal Financial Services operations worldwide. Mr. Bouchut is member of the Board of Directors of Hammerson. Mr. Bouchut graduated from HEC and holds a Master’s Degree in Applied Economics from Paris Dauphine University.

57

Marc Croonen (1961). Mr. Croonen is the Executive Vice President and Chief Human Resources Officer of Delhaize Group since May 1, 2014. Mr. Croonen began his career with the former brewery Artois, later Interbrew. After having been HR-Manager for nine years, he became Head of HR and Communication with Volkswagen Belgium from May 1995 till March 1999 and HR-Director with Danone for Northern Europe from March 1999 till March 2001. From March 2001 till April 2010, Mr. Croonen was employed by AB Inbev, from 2005 onwards in the capacity of Head of HR for Western Europe. In April 2010, Mr. Croonen moved to Dexia as Group HR Director until October 2012 when he joined International Paper as HR-Director Europe until April 2014. Mr. Croonen is a graduate of the Catholic University of Leuven (Belgium) with a Master in Psychology of Organization and Work.

Kevin Holt (1958). Mr. Holt is the Executive Vice President and Chief Executive Officer of Delhaize America since July 7, 2014. Mr. Holt previously served as President of Retail Operations for SuperValu, a Minnesota-based grocery retailer where he filled a key retail role. During his tenure at SuperValu, the company owned the Albertsons, Jewel-Osco and Save-A-Lot chains and was the third-largest food retailing company in the United States. Prior to his senior executive leadership role at SuperValu, Mr. Holt worked for three years with Sears Holding Company and 14 years with Meijer, working in various leadership positions including Executive Vice President of Retail Operations, Senior Vice President of Information Technology/Services and Strategic Planning. Before joining the retail industry, Mr. Holt spent nine years at NCR delivering technology solutions to large and complex organizations. Mr. Holt holds a bachelor’s degree from Ferris State University in Big Rapids, Michigan.

Kostas Macheras (1953). Mr. Macheras is Executive Vice President of Delhaize Group and Chief Executive Officer Southeastern Europe. Mr. Macheras joined Delhaize Group in 1997 as General Manager of Alfa Beta Vassilopoulos. In 2009 Mr. Macheras added Mega Image, the Romanian operations of Delhaize Group, to his responsibilities. He was appointed to the Delhaize Group Executive Committee in 2010. Mr. Macheras started his professional career in retailing in the U.S., as purchasing manager at the Quality Super Market Company in Chicago. He worked for 14 years for Mars, Inc. In 1982, he was in charge of sales, marketing and export in The Netherlands, and later became General Manager for Greece and Italy. From 1996-1997 he served as General Manager of Chipita International in Greece. He has been a Board member of EEDE (Hellenic Management Association) for nine years. He has been a member of the Board of Directors at EASE (Association of Greek Executive Officers) since 2008, and is also currently a Board member of SEET (Association of Greek Food Enterprises). In 2005, he was named Officer in the Order of Leopold II by King Albert II of Belgium. In April 2009, Mr. Macheras was elected Manager of the Year 2008 by the Hellenic Management Association. Mr. Macheras holds a BA from Piraeus University and an MBA from the Roosevelt University of Chicago (Business Administration & Marketing).

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS OF DELHAIZE GROUP

Delhaize Group’s Compensation Policy. The Board of Directors of Delhaize Group (“the Board”) determines the remuneration of directors and the members of our Executive Committee, based on recommendations of the Board’s Remuneration Committee. The Board has adopted a Remuneration Policy that sets forth the principles that guide the Remuneration Committee and the Board in its decision-making regarding compensation matters. The Board updates its Remuneration Policy from time to time to reflect changes in its programs or approach. As noted in the Remuneration Policy, the compensation of members of the Executive Committee is designed to:

• Attract, motivate and retain talented and high-potential executives;

• Promote the achievement of Board-approved performance targets that are aligned with building shareholder value over the short, medium and long-term; and

• Recognize and reward both strong individual contribution and solid team performance.

A copy of the Remuneration Policy may be found on the Company’s website at www.delhaizegroup.com under the Corporate Governance tab, as an exhibit to the Company’s Corporate Governance Charter.

The Company’s Remuneration Policy reflects its desire to reward individual and Company performance in a manner that aligns the interests of the Company’s executives, directors and shareholders while also taking into account market practices and the differences between the Group’s operating companies.

58

As stated in its Remuneration Policy, the Board of Directors has established financial targets for Company performance and individual targets aligned with the Company’s strategy. Both the structure and the amount of compensation paid to members of the Executive Committee are reviewed on an annual basis, and the Board’s compensation decisions take into account both Company and individual performance.

Each member of the Executive Committee receives compensation in the form of an annual base salary, an annual short-term incentive award and an annual long-term incentive award. These elements are collectively referred to as “total direct compensation.”

In determining the compensation of members of the Executive Committee, the Remuneration Committee considers the compensation paid to executives in comparable positions at other companies, and relies on data and analysis provided to the Remuneration Committee by an external compensation consultant. The objective is to establish target compensation levels that, as a general rule, are at or around the median market level. The reference companies include comparable retailers in Europe and the United States, as well as other comparably-sized companies in both Europe and the United States, where benchmarking more broadly is appropriate for the position of an executive. This market-based information, together with the experience and scope of responsibilities are taken into account, along with internal equity factors, to determine each executive’s target total direct compensation.

The variable performance-based components of the total compensation package are the most significant portion of total direct compensation.

The Remuneration Policy includes principles related to unvested equity-based compensation recovery from an officer who has committed a fraud or wrongdoing that results in a restatement of the Company’s financial results. The changes in the Remuneration Policy as mentioned in this Form 20-F Report followed a thorough analysis of Executive Committee compensation plans to ensure that the design of these plans support the Company’s strategy and remain aligned with market practices.

Executive Compensation Roles.

Role of the Board of Directors. The Board of Directors, upon the recommendation of the Remuneration Committee, determines the remuneration of directors and the members of the Executive Committee.

Role of the Remuneration Committee. The role of the Remuneration Committee is, among other matters, to advise and make recommendations to the Board of Directors on compensation matters. In March 2014, the Board approved dividing the work of the former Remuneration & Nomination Committee of the Board as of May 2014 into two separate committees, the Governance and Nomination Committee, and the Remuneration Committee. The roles and responsibilities of the Remuneration Committee are described in its Terms of Reference and are set forth as Exhibit C to the Corporate Governance Charter.

Role of certain Executive Committee members in Executive Compensation Decisions. The Company’s CEO makes recommendations concerning compensation for the other members of the Executive Committee. These recommendations reflect the results of an annual performance review for each executive. The Company’s Executive Vice President for Human Resources (“CHRO”) assists the CEO in this process. The CHRO also supports the Remuneration Committee in its evaluation of the CEO’s performance and compensation recommendations, and the General Counsel provides legal advice concerning applicable laws and governance matters.

Compensation of Directors. Our directors are remunerated for their services with a fixed annual amount, decided by our Board of Directors, which is not to exceed the maximum amounts set by our shareholders. The maximum amount approved by our shareholders at the Ordinary Shareholders’ Meeting of May 26, 2011 is (i) to the directors as compensation for their positions as directors, an amount of up to €80,000 per year per director, and (ii) to the Chairman of the Board, an amount of up to €160,000 per year. The above-mentioned amounts are increased by an amount of up to €10,000 per year for each member of any standing committee of the Board (other than the chair of the committee), and increased by an amount of up to €15,000 per year for the Chairman of any standing committee of the Board.

The Ordinary Shareholders’ Meeting of May 22, 2014 approved the increase, as from May 22, 2014, of the amount paid per year (i) by €40,000 to the Chairman of the Board, (ii) by €5,000 to each member of the Audit & Finance Committee (other than the Chairman of such Committee), and (iii) by €10,000 to the Chairman of the Audit & Finance Committee. This results in the following maximum Director Remuneration as of May 22, 2014:

• Chairman of the Board: €200,000 per year

• €80,000 per year per director

59

• The above amounts are increased by an amount of

1) up to €15,000 for each member of the Audit & Finance Committee (other than the Chairman of such committee);

2) up to €10,000 for each member of any other standing committee of the Board (other than the chair of such committee);

3) up to €25,000 for the Chairman of the Audit & Finance Committee;

4) up to €15,000 for the Chairman of any other standing committee of the Board.

Non-Executive Directors do not receive any remuneration, benefits, equity-linked consideration or other incentives from us other than their remuneration for their service as a Director of our Company. For some non-Belgian Board members, we pay a portion of the cost of preparing the Belgian and U.S. tax returns for such directors. We have not extended credit, arranged for the extension of credit or renewed an extension of credit in the form of a personal loan to or for any member of the Board.

2014 Director Compensation

(in EUR)	2014
Directors
Claire Babrowski	€	99,113
Shari L. Ballard	€	90,000
Jacques de Vaucleroy	€	99,113
Elizabeth Doherty	€	93,038
Hugh G. Farrington(1)	€	37,285
Mats Jansson	€	194,301
William G. McEwan	€	93,038
Didier Smits	€	80,000
Jack L. Stahl	€	101,075
Luc Vansteenkiste	€	99,113
Pierre-Olivier Beckers-Vieujant	€	80,000
Johnny Thijs(2)	€	54,677
Total compensation to all directors	€	1,120,753

⁽¹⁾  Mr. Farrington retired as a director on May 22, 2014.

⁽²⁾  Mr. Thijs was appointed as director on May 22, 2014.

Compensation of Executive Officers

Our executive officers, or executive management, consists of our Chief Executive Officer and the other members our Executive Committee. For more information regarding our Executive Committee, see “—Executive Officers; Executive Committee” above.

Executive Committee Composition in 2013 and 2014

Name	2013		2014		Current Member of Executive Committee
Frans Muller		Beginning November 8		Full Year		Yes
Pierre-Olivier Beckers-Vieujant		Ending December 31		N/A		No
Pierre Bouchut		Full Year		Full Year		Yes
Marc Croonen		N/A		Beginning May 1		Yes
Stefan Descheemaeker		Ending October 31		N/A		No
Nicolas Hollanders		Full year		Ending March 13		No
Kevin Holt		N/A		Beginning July 7		Yes
Kostas Macheras		Full year		Full year		Yes
Maura Smith		Beginning May 2		Ending October 31		No
Roland Smith		Ending September 4		N/A		No
Dirk Van den Berghe		N/A		Beginning April 1 and Ending July 31		No
Michael Waller		Ending June 30		N/A		No

60

Summary of total compensation paid to Executive Committee in 2013 and 2014

The table shown hereunder is based on the actual compensation payments received by members of the Executive Committee during 2013 and 2014⁽¹⁾.

(in millions €)	Pierre-Olivier Beckers- Vieujant(2)				Frans Muller				Other members of the Executive Committee(3)
	2013		2014		2013		2014		2013		2014
Base Salary(4)		0.97		N/A		0.21		0.99		2.87		2.25
Short-Term Incentive(5)(6)		0.41		N/A		N/A		0.34		0.97		1.87
LTI - Performance Cash Grants(6)(7)		0.66		N/A		N/A		N/A		0.65		0.10
Other Short-Term Benefits		0.09		N/A		0.04		0.02		0.21		0.15
Retirement and Post-Employment Benefits		0.91		N/A		0.03		0.38		0.49		0.48
Total		3.04		N/A		0.28		1.73		5.19		4.85

⁽¹⁾ Excluding retention payments as described further below in the Retention Payment section.

⁽²⁾ Departure of Pierre-Olivier Beckers as the CEO of the Group by the end of 2013.

⁽³⁾ Included 7 members in 2013, 8 members in 2014.

⁽⁴⁾ Amounts are gross before deduction of withholding taxes and social security levy.

⁽⁵⁾ Based on the performance of Year-1.

⁽⁶⁾ For Belgian base executives, the short term incentive amount include the Belgian legal holiday pay on variable compensation.

⁽⁷⁾ Based on the performance of the preceding 3 years.

Components of Executive Committee Compensation

The compensation of members of the Executive Committee includes the following components: (1) base salary; (2) annual short-term incentive (“STI”) awards; (3) long-term Incentive (“LTI”) awards; and (4) other benefits, retirement and post-employment benefits. When determining compensation for members of the Executive Committee, the Remuneration Committee considers all of these elements.

In general, these components can be categorized as either fixed or variable. The base salary and other benefits, such as retirement and post-employment benefits that are specified contractually or by law, are considered fixed compensation. The short-term incentive award and the different components of the long-term incentive award are considered variable compensation.

Delhaize Group believes that the current proportion of fixed versus variable compensation offers members of the Executive Committee the right balance of incentives to optimize both the short- and long-term objectives of the Company and its shareholders.

Base Salary.

Base salary is a key element of the compensation package. The Company determines short-term incentive awards and long-term incentive awards as percentages of base salary. Base salary is established and adjusted as a result of an annual review process. This review process considers both market practices as well as individual performance.

Annual Short-Term Incentive Award.

The Company’s short-term incentive plan is designed to enhance a performance-based management culture that aims to support the Company’s strategy with clear financial and individual performance targets. Any payment of STI is entirely at the discretion of the Board of Directors upon recommendation of the Remuneration Committee.

61

The short-term incentive awards paid in 2014 were based on achievement in 2013 of both Company and individual performance targets.

• Funding Threshold – In order for any short-term incentive to have been paid in 2014, the Company’s performance had to exceed a minimum performance “funding threshold”. Should the Company not have achieved this required minimum performance, no STI would have been paid under any of the performance criteria (including individual performance), irrespective of the performance achieved in such criteria. For 2013 this “funding threshold” was fixed at 90% of the Delhaize Group underlying operating profit (UOP) budget.

• Company Performance Metrics – 50% of the payment is based on Company performance subject to a yearly decision of the Board of Director in function of the strategic focus as recommended by Management. For 2014, the performance criteria are measured as 50% of comparable store sales growth and 50% of UOP. The amount paid could range from 0% to 150% of the target short-term incentive amount in function of achieved performance against targets.

• Individual Performance Metric – 50% of the 2014 payment was based on individual performance. This performance was directly linked to the achievement of 4 to 5 individual targets that were identified through an individual target setting process. The portion of the award tied to individual performance could be funded from 0% to 150% depending on individual performance.

Long-Term Incentive Awards.

The long-term incentive plan is designed to retain the members of the Executive Committee and reward shareholder value creation. Any grant of LTI is entirely at the discretion of the Board of Directors upon recommendation of the Remuneration Committee.

In 2014, the long-term incentive plan has been changed in order to:

• Simplify the compensation structure to create more clarity and improve the link between pay and performance, and to ensure that the plans are aligned with the Company’s strategy; and

• Establish a more direct link between executive compensation incentives and shareholder value creation.

Due to the impact of the Belgian Transformation Plan that was announced in June 2014, the Board of Directors decided that the 2014 long term incentive grants for members of the Executive Committee would consist solely of Performance Stock Units. No options were granted.

Stock options/warrants and performance stock units granted

The following table shows the number of stock options/warrants and performance stock units granted to the CEOs and the different members of the Executive Committee during the period 2013-2014.

Names	2013 Stock options (EU)		Warrants (US)		Performance shares		2014 PSU (EU)		PSU (US)
Frans Muller		15,731		11,237		3,979		16,670		11,156.25
Pierre-Olivier Beckers-Vieujant		18,959		29,291		15,176		N/A		N/A
Nicolas Hollanders		8,689		N/A		1,855		N/A		N/A
Marc Croonen		N/A		N/A		N/A		5,418		1,359.75
Stéfan Descheemaecker		21,711		N/A		N/A		N/A		N/A
Michael Waller		N/A		14,882		4,626		N/A		N/A
Pierre Bouchut(1)		119,783		N/A		N/A		15,323		N/A
Kostas Macheras		19,064		N/A		N/A		8,232		N/A
Maura Smith		N/A		21,627		6,723		N/A		12,952.25
Kevin Holt		N/A		N/A		N/A		N/A		18,739
Total		203,937		77,037		32,359		45,643		44,207.25

⁽¹⁾ On December 24, 2013, Mr. Pierre Bouchut received a grant of 93,063 options under the non-U.S. 2007 stock option plan as a retention award. Those options will vest as of January 4, 2017.

62

Performance Stock Units.

In 2014 the Company awarded performance stock units under its Delhaize America 2012 Restricted Stock Unit plan and under the new Delhaize Group 2014 EU Performance Stock Unit Plan. The performance stock units are subject to cliff vesting after 3 years and Delhaize Group performance conditions.

In 2014, 89,850 performance stock units, expressed in DG shares, were granted to the Executive Committee.

The vesting of the awards will occur three years after the grant date, subject to performance by the Company against financial targets fixed by the Board of Directors upon grant and measured over a three-year performance period. For the 2014 grant, the performance period will be 2014 until 2016.

As approved by shareholders at the ordinary shareholder’s meeting in 2014, the metric for assessing performance and determining the number of performance stock units that will vest at the end of three years will be based on a formula to measure Shareholder Value Creation. This Shareholder Value Creation formula, measured over a cumulative 3 year period, is defined as 6 times underlying EBITDA minus net debt.

The number of ADRs and/or ordinary shares to be received upon vesting will vary from 0% to 150% of the awarded number of performance stock units and is a function of the achieved Shareholder Value Creation compared to the target.

Stock Options / Warrants.

European Plan. Following European market practice, stock options under the non-U.S. 2007 Stock Option Plan for members of Executive Committee participating in the European-based plan vest at the end of an approximately three-and-a-half-year period following the grant date (“cliff vesting”). No options were granted under this plan in 2014.

US Stock Incentive Plan. Following U.S. market practice, the Delhaize Group 2012 U.S. Stock Incentive Plan for executives participating in the Group’s U.S. plan vest in equal annual installments of one third over a three-year period following the grant date. No options were granted under this plan in 2014.

In 2014, 33,418 options were exercised by the members of the Executive Committee and no stock options expired.

Performance Cash Grant.

Beginning in 2014, there have been no further grants made under the Performance Cash Plan.

Awards made to members of the Executive Committee related to the 2011 - 2013 performance period were paid in 2014, and awards made to members of the Executive Committee related to the 2012 - 2014 performance period will be paid in 2015.

The value of the performance cash award granted for each three year performance period, referred to as the “target award,” is based on the face value of the award at the time of the grant, i.e., at the beginning of each three-year period. For example, the payments made in 2014 related to the 2011 - 2013 performance period were based on achievements against targets set in 2011. The amount of the cash payment at the end of the three-year performance period depends on performance by the Company against Board-approved financial targets for ROIC and compounded annual revenue growth. The relative weight for these metrics is 50% for ROIC and 50% for revenue growth.

The Board sets these targets each year based upon its growth expectations for the ensuing three-year performance period. These performance target goals included minimum threshold performance goals below which no cash payment will be made, and the maximum award levels if the performance targets are exceeded.

At the end of each three-year period, actual ROIC and revenue growth are measured against the performance targets for both metrics and the actual pay-out is calculated.

Participants receive between 0% and 150% of the target cash award in function of achieved performance. 150% of the target award is paid when actual performance reaches or exceeds 120% of the performance targets for both ROIC and revenue growth.

63

Restricted Stock Units.

Prior to 2013, U.S. members of the Executive Committee received restricted stock units (“RSUs”) as part of variable compensation. The RSUs vested 25% on each of the second, third, fourth and fifth anniversaries of the date of grant. There have been no RSU grants after 2012.

Other Benefits, Retirement and Post-employment Benefits.

Other Benefits.

For members of the Executive Committee other benefits include the use of company-provided transportation, employee and dependent life insurance, welfare benefits, cash payments in connection with stock option grants (for members of the Executive Committee residing in Belgium) and an allowance for financial planning (for U.S. members of the Executive Committee). The Company does not extend or maintain credit, arrange for the extension of credit, or renew an extension of credit, in the form of a personal loan to or for any member of the Executive Committee.

Delhaize Group believes these benefits are appropriate for the responsibilities of members of the Executive Committee and believes they are consistent with the Group’s philosophy and culture and with current market practices.

Retirement and Post-Employment Benefits.

The members of the Executive Committee benefit from pension plans, which vary regionally.

In 2014, U.S. members of the Executive Committee who were employed by the Company in 2012 participated in a defined benefit plan (that has been frozen) and a defined contribution plan in their respective operating companies.

The Belgian members of the Executive Committee participate in the Belgian plan, a non-contributory defined contribution plan (the new plan), which in 2010 replaced a contributory defined benefit plan (the old plan), that was in part based on the executive’s years of service with the Company.

All current Executive Committee members participate in the new plan. One member of the Executive Committee participates in a Greek defined contribution plan.

Retention Payment.

Following the announcement of the departure of the Delhaize Group CEO by the end of 2013, the Company established a retention program in August 2013 to maintain management stability and focus on the company’s business plans, with cash awards paid to participants, including certain members of the Executive Committee, if they were still employed on July 31, 2014.

In execution of this program a total amount of €1.9 million has been paid to the Executive Committee members who benefited from this program.

Executive Committee Share Ownership Guidelines

We believe that the Executive Committee should be encouraged to maintain a minimum level of share ownership in order to align the interests of the shareholders and the Executive Committee. In 2008, our Board of Directors adopted share ownership guidelines based on the recommendation of the predecessor to the Remuneration Committee.

Under these guidelines and during their active employment, the CEO and the other members of the Executive Committee are expected to acquire and maintain ownership of Delhaize Group stock equal to a multiple of the annual base salary. These multiples were set as follows:

• Chief Executive Officer: 300% of annual base salary

• U.S.-based executive officers: 200% of annual base salary

• European-based executive officers: 100% of annual base salary

64

The difference between U.S.-based and European-based Executive Committee members is due to the different market practices in these regions and the differences between the instruments available for Executive Committee members’ remuneration.

New members of the Executive Committee will be allowed a period of five years to achieve the recommended share ownership levels.

The Remuneration Committee will monitor the compliance with these Guidelines at least once a year. The Board of Directors is currently satisfied with the progress that has been made thus far.

Main Contractual Terms of Hiring and Termination of Executive Committee Members

The Company’s Executive Committee is compensated in accordance with the Company’s Remuneration Policy. Each member of the Executive Committee has an employment agreement or management contract that has been approved by the Board of Directors, with total direct compensation determined by reference to data provided by a compensation consultant for similar positions in Europe and/or the US, and taking into account each person’s experience, skills and expected contributions.

The members of the Executive Committee are required to abide by the Company’s policies and procedures, including the Company’s Guide for Ethical Business Conduct. The members of the Executive Committee are also subject to clauses which are typically included in employment agreements or management contracts for executives.

In October 2013, the Company entered into a management agreement with Frans Muller, who assumed the role of President and CEO of the Group. The management agreement provides for a termination indemnity of 18 months of total cash compensation and benefits in the event the Company terminates his management contract without cause or if terminated by Mr. Muller for good reason. The termination would not alter the terms related to vesting, or result in the cancelation, of his outstanding long-term equity incentive awards.

The Company entered into an amended employment agreement with Pierre Bouchut, CFO of the Group, on October 31, 2013. The amended agreement provides him with termination benefits equal to a maximum of 18 months of total direct compensation and benefits in the event the Company terminates his employment agreement without cause or if terminated by Mr. Bouchut for good reason. The termination would also result in the forward vesting of previously awarded long-term incentive awards.

Effective July 7, 2014, Kevin Holt joined the Group and was appointed to the Executive Committee, as the new Executive Vice President and Chief Executive Officer of Delhaize America. His employment agreement provides for a payment of up to 16 months of total cash compensation and benefits, in the event the Company terminates his employment agreement without cause or if terminated by Mr. Holt for good reason. The termination would also result in the accelerated vesting of all of his outstanding long-term equity incentive awards.

For sake of completeness, the Greek employment agreement of Kostas Macheras provides for a payment equal to 24 months of total cash compensation in the event the Company terminates his employment without cause in specific circumstances, in case of retirement or, if terminated by Mr. Macheras for good reason. The termination would also result in forward vesting of all of his outstanding long-term equity incentive awards. The above-mentioned Greek employment relates to the activities of Kostas Macheras as CEO of the relevant Greek subsidiary.

On March 13, 2014, Nicolas Hollanders, Executive Vice President HR, IT and Sustainability, and the Company entered into a mutually satisfactory separation agreement that provided Mr. Hollanders with ten months of total direct compensation and benefits, and accelerated or forward vesting of his previously awarded long-term incentive grants.

Effective May 1, 2014, Marc Croonen joined the Group and was appointed to the Executive Committee, as the new Executive Vice President HR, Internal Communications and Sustainability. His employment agreement provides for a payment equal to twelve months of total cash compensation and benefits, in the event the Company terminates his employment agreement without cause or if terminated by Mr. Croonen for good reason. The termination would also result in the forward vesting of all of his outstanding long-term equity incentive awards.

In May 2013, the Company entered into a U.S. employment agreement and an international assignment agreement with Maura Abeln Smith, who was appointed Executive Vice President, General Counsel and General Secretary. Following the termination of her employment contract effective November 1, 2014, she was provided with a payment equal to twelve months of total cash compensation and benefits. The termination also resulted in accelerated vesting of all of her outstanding long-term equity incentive awards.

65

Effective April 1, 2014, Dirk Van den Berghe was appointed to the Executive Committee. Mr. Van den Berghe was the CEO of Delhaize Belgium and Luxembourg. Mr. van den Berghe decided to leave the Company effective August 1, 2014. His employment agreement did not provide for a severance payment in case of resignation.

EMPLOYEES

As of December 31, 2014, we employed approximately 152,000 employees (of which approximately 72,500 were full-time employees and approximately 79,500 were part-time employees). As of December 31, 2014, we employed approximately 98,700 employees in the United States, approximately 16,300 in Belgium, and approximately 37,000 in other regions.

As of December 31, 2013, we employed over 160,000 employees (of which approximately 76,000 were full-time employees and approximately 85,000 were part-time employees). As of December 31, 2013, we employed approximately 108,000 employees in the United States, approximately 16,200 in Belgium, and approximately 36,600 in other regions.

As of December 31, 2012, we employed approximately 158,000 employees (of which approximately 77,500 were full-time employees and approximately 80,500 were part-time employees). As of December 31, 2012, we employed approximately 104,600 employees in the United States, approximately 16,400 in Belgium, and approximately 37,000 in other regions.

Our policy with respect to labor unions is to comply with local regulations and collective bargaining agreements. We consider our relations with our employees to be good.

SHARE OWNERSHIP OF DELHAIZE GROUP MANAGEMENT

On December 31, 2014, the directors and the members of our Executive Committee (16 persons as of that date) as a group owned 627,407 Delhaize Group ordinary shares and 276,128 ADRs (each representing 1/4 of an ordinary share), which represented approximately 0.68% of our outstanding shares. To our knowledge, none of our directors or executive officers beneficially own more than 1% of our shares. On December 31, 2014, the members of our Executive Committee owned as a group 428,098 stock options and EU performance stock units representing an equal number of existing ordinary shares and 764,897 options and U.S. performance and restricted stock units on ADSs (each representing 1/4 of an ordinary share) of the Company.

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

Major Shareholders

Our capital stock consists of ordinary shares, without nominal value, each having a par value of €0.50. Our shares may be in dematerialized form or registered form. Each shareholder is entitled to one vote for each ordinary share held, on each matter submitted to a vote of shareholders. Major shareholders do not have different voting rights. For additional information regarding our ordinary shares, see “Description of Delhaize Group Ordinary Shares” under Item 10 “Additional Information.”

Based on currently applicable Belgian law and our Articles of Association, any person or legal entity which owns or acquires (directly or indirectly, by ownership of American Depositary Shares or otherwise) shares or other securities of Delhaize Group granting voting rights (representing the share capital or not) must disclose to us and to the Belgian Financial Services and Markets Authority (“FSMA”) the number of securities that such person owns, alone or jointly, when his/her voting rights amount to three percent or more of the total existing voting rights of Delhaize Group. Such person must make the same type of disclosure in case of transfer or acquisition of additional securities when his/her voting rights reach five percent, 10 percent, and so on by blocks of five percent, or when the voting rights fall below one of these thresholds.

The same disclosure requirement applies if a person transfers the direct or indirect control of a corporation or other legal entity which owns itself three percent at least of the voting rights of Delhaize Group. Similarly, if as a result of events changing the breakdown of voting rights, the percentage of the voting rights reaches, exceeds or falls below any of the above thresholds, a disclosure is required even when no acquisition or disposal of securities has occurred (e.g., as a result of a capital increase or a capital decrease). Finally, a disclosure is also required when persons acting in concert enter into, modify or terminate their agreement which results in their voting rights reaching, exceeding or falling below any of the above thresholds.

66

The disclosure statements must be addressed to the FSMA and to us at the latest the fourth trading day following the day on which the circumstance giving rise to the disclosure occurred. Unless otherwise provided by law, a shareholder shall only be allowed to vote at a shareholders’ meeting of Delhaize Group for the number of securities he/she validly disclosed at the latest twenty days before such meeting.

As of April 21, 2015, the following shareholders and groups of shareholders currently have declared holdings of at least 3% of the outstanding shares of Delhaize Group.

Date of Notification	Name of Shareholder	Number of Ordinary Shares Held		Percentage of total voting rights on date of notification
February 18, 2009	Citibank N.A. (*)		10,682,499		10.62	%
September 17, 2013	Silchester International Investors LLP		10,236,725		10.03	%
January 31, 2014	Black Rock Group		4,979,338		4.00	%

^(*)  As Depositary for the American Depositary Receipts program of Delhaize Group. Citibank disclaims any beneficial interest in Delhaize Group ordinary shares that Citibank N.A. holds as Depositary under the American Depositary Receipts program of Delhaize Group.

Number of Shares and Potential Voting Rights of Delhaize Group⁽¹⁾

Effective voting rights attached to shares representing the capital (= number of outstanding shares)	103,514,900
Future potential voting rights resulting from exercise of warrants	1,880,498

⁽¹⁾  As of April 1, 2015.

Based on information received by Citibank, our depositary for our ADSs evidenced by ADRs, there were 29,402,792 ADRs outstanding and 13,035 registered holder owners with a registered address in the United States as of April 1, 2015. During 2014, the ratio of ADSs to ordinary shares changed from one ADS for every one ordinary share to four ADSs for every one ordinary share.

Related Party Transactions

Several of our subsidiaries provide for post-employment benefit plans for the benefit of our employees. Payments made to these plans and receivables from and payables to these plans are disclosed in Note 21 to our annual consolidated financial statements included elsewhere in this Form 20-F Report.

For additional information regarding related party transactions, see Note 32 to the consolidated financial statements included in this Form 20-F Report.

Interests of Experts and Counsel

Not Applicable.

ITEM 8. FINANCIAL INFORMATION

A. Consolidated Financial Statements and Other Financial Information

Our consolidated financial statements appear in Item 18 “Financial Statements” of this Form 20-F Report. Our consolidated financial statements presented herein and the Notes to the consolidated financial statements have been prepared using accounting policies in accordance with International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board, or IASB, and as adopted by the European Union, or EU. Currently, the only difference between the effective IFRS as issued by the IASB and adopted by the EU relates to certain paragraphs of IAS 39 Financial Instruments: Recognition and Measurement, which are not mandatorily applicable in the EU (so called “carve-out”). We are not affected by the so-called carve-out and therefore there is no difference for us between the effective IFRS as issued by the IASB and adopted by the EU, as of December 31, 2014. We further refer to our comments made in connection with “Initial Application of New, Revised or Amended IASB Pronouncements” and “Standards and Interpretations Issued but not yet Effective,” in respectively Notes 2.2 and 2.5 of the consolidated financial statements.

Our consolidated financial statements prepared in accordance with IFRS have been audited by independent registered public auditors in accordance with legal requirements and auditing standards applicable in Belgium, as issued by the “Institut des Réviseurs d’Entreprises/Instituut der Bedrijfsrevisoren” and with the standards of the Public Company Accounting Oversight Board (United States).

67

Legal Proceedings

Provided below is information on legal proceedings that may have significant effects on the company’s financial position or profitability, as well as the disposition of any such previously reported litigation that occurred during the last fiscal year.

In 2007, representatives of the Belgian Competition Authority visited Delhaize Belgium’s procurement department in Zellik, Belgium, and requested the provision of certain documents. This visit was part of a national investigation affecting several companies active in Belgium in the supply and retail sale of health and beauty products and other household goods. In 2012, the Auditor to the Belgian Competition Authority issued its investigation report. The investigation involves 11 suppliers and 7 retailers, including Delhaize Belgium, alleging coordination of price increases for certain health and beauty products sold in Belgium from 2002 to 2007. In 2013, Delhaize Belgium and other retailers lodged an appeal against the decision of the Auditor to utilize certain documents seized during the visits to Zellik and other companies’ facilities. The decision of the Court of Appeal of Brussels is pending. A decision on the merits of the matter by the Authority would likely not occur before the end of 2015, and, under current Belgian legislation, the parties have the right to appeal an adverse decision of the Authority in court. Based on the current facts and circumstances, a provision has been recognized in the first quarter of 2015.

In a shareholders’ matter related to the Group’s wholly-owned subsidiary in Greece, Delhaize Group was notified in 2011 that some former shareholders of Alfa Beta Vassilopoulos S.A., who together held 7% of Alfa Beta shares, have filed a claim in front of the Court of First Instance of Athens challenging the price paid by the Group during the squeeze-out process that was approved by the Hellenic Capital Markets Commission. Delhaize Group believes that the squeeze-out transaction has been executed and completed in compliance with all legal and regulatory requirements. Delhaize Group continues to assess the merits and any potential exposure of this claim and to vigorously defend itself. The first hearing took place in 2013 and the Court of First Instance of Athens appointed a financial expert to assist the Court in assessing the value of the Alfa Beta shares when the squeeze-out was launched. A decision on the merits of the matter by the Court of First Instance of Athens is not expected to occur before 2016, and the parties have the right to appeal an adverse decision of such Court.

In addition to the matters described above, we are from time to time a party to legal proceedings including matters involving personnel and employment issues, personal injury, intellectual property, landlord-tenant matters, tax matters, competition/antitrust matters, acquisition-related matters and other proceedings arising in the ordinary course of business. We have estimated our exposure to the claims and litigation arising in the normal course of business and believe we have made adequate provisions, as necessary, for such exposure. Unexpected outcomes in these matters could have a material adverse effect on our financial condition and results of operations. For more information, see the discussion under the heading “Risk Factors” under Item 3 “Key Information.”

Dividend Policy

The Company’s objectives for managing capital are to our ability to continue as a going concern and to maximize shareholder value, while maintaining investment grade credit rating, keeping sufficient flexibility to execute strategic projects and reduce the cost of capital.

In order to maintain or adjust the capital structure and optimize the cost of capital, we may, besides others, return capital to shareholders, issue new shares and / or debt or refinance / exchange existing debt. Further, our new dividend policy, as adopted by the Board of Directors in March 2014, is to pay out approximately 35% of “group share in underlying net profit from continuing operations.” This is a non-GAAP measure, defined as net profit from continuing operations minus non-controlling interests (from continuing operations) and excluding (i) the elements excluded from operating profit to determine underlying operating profit, (ii) material non-recurring finance costs (e.g. debt refinancing costs) and income tax expense (e.g. tax settlements), and (iii) the potential tax effect of all these items on income tax and non-controlling interests. Underlying operating profit is defined as operating profit excluding fixed assets impairment charges, reorganization charges, store closing expenses, gains/losses on disposal of fixed assets and businesses and other items that management considers as not being representative of the Group’s operating performance of the period.

B. Significant Changes

In the first quarter of 2015, we issued 695,847 new shares for a consideration of €54 million to satisfy the exercise of warrants.

68

In January 2015, all of our Bottom Dollar Food stores were closed in connection with our agreement to sell the store locations to ALDI Inc. The transaction was completed in March 2015.

In February 2015, we completed a tender offer for cash and purchased (i) $278 million principal amount of the 6.50% bonds due 2017 at a price of 111.66% and (ii) $170 million principal amount of the 4.125% senior notes due 2019 at a price of 107.07%. During 2015, this transaction results in a one-time charge to profit and loss of approximately €40 million. Existing hedge relationships relating to these notes, if any, were adjusted prospectively.

In March 2015, our Board of Directors proposed a gross dividend of €1.60 per share to be paid to owners of ordinary shares against coupon no. 53 on June 4, 2015. After deduction of 25% withholding tax pursuant to Belgian domestic law, this will result in a net dividend of €1.20 per share. This dividend is subject to approval by shareholders at the Ordinary General Meeting of May 28, 2015 and, therefore, has not been included as a liability in our consolidated financial statements prepared under IFRS. The estimated dividend liability, based on the number of shares issued at March 4, 2015, is €165 million.

ITEM 9. THE OFFER AND LISTING

Trading Markets

The trading market for Delhaize Group ordinary shares is the regulated market NYSE Euronext Brussels in Belgium, where Delhaize Group ordinary shares trade under the symbol “DELB.” Delhaize Group ordinary shares have been listed in Belgium since 1962. Delhaize Group ordinary shares are included in the Bel20 Index, an index of the largest Belgian publicly traded companies, the Euronext 100 index, the pan-European Dow Jones Stoxx 600 index, the FTSE Eurofirst 300 index.

Delhaize Group American Depositary Shares, or ADSs, each representing one quarter of one of the Company’s ordinary shares, are traded on the New York Stock Exchange under the symbol “DEG.” The ADSs are evidenced by American Depositary Receipts, or ADRs, issued by Citibank, as Depositary under the Second Amended and Restated Deposit Agreement dated as of May 3, 2013, among the Company, Citibank and holders from time to time of ADSs issued thereunder. During 2014, the ratio of ADSs to ordinary shares changed from one ADS for every one ordinary share to four ADSs for every one ordinary share.

Stock Price Information

At the end of 2014, the Delhaize Group market capitalization was €6.2 billion. An aggregate of 106 million Delhaize Group ordinary shares were traded on NYSE Euronext Brussels in 2014 for a total of €5.5 billion, and an aggregate of 17 million Delhaize Group ADRs were traded on the New York Stock Exchange for a total of $526 million. The highest closing share price on NYSE Euronext Brussels was €60.77 and the lowest was €41.41, and the highest closing ADR price (adjusted for the 4:1 ratio change) on the New York Stock Exchange was $19.08 and the lowest (adjusted for the 4:1 ratio change) was $14.08. The average daily trading volume on NYSE Euronext Brussels was €21.4 million, or an average daily volume of 415 986 shares, and the average daily trading volume on the New York Stock Exchange was $2 million, or an average daily volume of 65,510 ADRs.

At the end of 2013, the Delhaize Group market capitalization was €4.4 billion. An aggregate of 140.5 million Delhaize Group ordinary shares were traded on NYSE Euronext Brussels in 2013 for a total of €6.2 billion, and an aggregate of 13.0 million Delhaize Group ADRs were traded on the New York Stock Exchange for a total of $757.8 million. The highest closing share price on NYSE Euronext Brussels was €53.20 and the lowest was €30.84, and the highest closing ADR price on the New York Stock Exchange was $70.72 and the lowest was $40.55. The average daily trading volume on NYSE Euronext Brussels was €25.5 million, or an average daily volume of 550,954 shares, and the average daily trading volume on the New York Stock Exchange was $3.0 million, or an average daily volume of 51,461 ADRs.

As of April 1, 2015, Delhaize Group had a market capitalization of €8.7 billion.

The table below sets forth, for the periods indicated, the high and low closing price per Delhaize Group ordinary share as reported on NYSE Euronext Brussels and the high and low closing price per Delhaize Group ADR as reported on the New York Stock Exchange. On April 1, 2015, the last reported price for a Delhaize Group ordinary share, as reported on NYSE Euronext Brussels, was €83.97. On April 1, 2015, the last reported price for a Delhaize Group ADR, as reported on the New York Stock Exchange, was $22.54. During 2014, the ratio of ADSs to ordinary shares changed from one ADS for every one ordinary share to four ADSs for every one ordinary share.

69

Period	Delhaize Group Ordinary Shares				Delhaize Group ADRs
	High		Low		High		Low
	(in EUR)				(in USD)
Monthly Highs and Lows:
2015
March		85.54		79.35		23.03		21.93
February		80.45		74.26		22.64		21.09
January		74.75		58.96		21.19		17.52
Quarterly Highs and Lows:
2015
First Quarter		85.54		58.96		23.03		17.52
2014*
First Quarter		53.12		41.41		18.43		14.08
Second Quarter		54.92		48.44		19.08		16.40
Third Quarter		55.08		48.03		17.62		16.16
Fourth Quarter		60.77		49.75		18.50		15.85
2013
First Quarter		42.56		30.84		54.81		40.55
Second Quarter		50.75		40.09		66.31		52.30
Third Quarter		53.20		45.80		70.72		60.48
Fourth Quarter		47.39		39.94		64.28		55.04
Annual Highs and Lows:
2014*		60.77		41.41		19.08		14.08
2013		53.20		30.84		70.72		40.55
2012		46.85		25.62		59.60		32.20
2011		59.97		41.53		88.78		54.72
2010		66.67		48.51		85.41		66.30
2009		54.49		43.22		79.30		55.19
2008		58.74		35.29		89.05		43.68

* in April 2014, the ratio of ADSs to ordinary shares changed from one ADS for every one ordinary share to four ADSs for every one ordinary share.

Custody, Clearing and Settlement of Delhaize Group Ordinary Shares

Since January 1, 2008, Delhaize Group ordinary shares underlying the Delhaize Group ADRs are available only in dematerialized form and are represented by entries, under the name of ING Bank SA, acting on as local depositary of Citibank, in the books of Euroclear Belgium (the commercial name for CIK SA/NV).

Euroclear Belgium is the Belgian central securities depositary. Euroclear Belgium holds securities in custody for its participants to facilitate the settlement of securities transactions between participants through electronic book-entry changes in accounts of its participants, thereby eliminating the need for physical movement of certificates. Euroclear Belgium participants include banks, securities brokers and dealers and other financial institutions. Non-participants of Euroclear Belgium may hold and transfer book-entry interests in Delhaize Group ordinary shares through accounts with a financial institution that is a direct participant of Euroclear Belgium or any other securities intermediary that holds a book-entry interest in Delhaize Group ordinary shares through one or more securities intermediaries standing between such other securities intermediary and Euroclear Belgium.

Since February 1, 2001, all trades in cash, derivatives and other products executed on NYSE Euronext markets are cleared and netted through LCH Clearnet.

ITEM 10. ADDITIONAL INFORMATION

SUMMARY OF PROVISIONS OF THE ARTICLES OF ASSOCIATION AND OTHER MATTERS

Register Information

We are registered with the Register of legal entities of Brussels under the registration number 0402.206.045.

70

Object and Purpose

Under Article 2 of our Articles of Association, our corporate purpose is the trade of durable or non-durable merchandise and commodities, of wine and spirits, the manufacture and sale of all articles of mass consumption, household articles, and others, as well as all service activities. We may carry out in Belgium or abroad all industrial, commercial, movable, real estate, or financial transactions that favor or expand directly or indirectly our industry and trade. We may acquire an interest in all businesses, corporations or enterprises with an identical, similar or related corporate purpose or which favor the development of our enterprise, acquire raw materials for our company or facilitate the distribution of our products.

Directors

Nomination, Election, Retirement and Removal of Directors. On the recommendation of the Governance & Nomination Committee, our Board proposes the appointment of directors to our shareholders for approval at the Ordinary Shareholders’ Meeting. Pursuant to our Articles of Association, directors may be appointed for a maximum term of office of six years. From 1999 to 2009, our Board of Directors set the length of director terms for persons elected during such period at a maximum of three years. Starting with elections in 2010, our Board of Directors decided to set the term of the mandate of a director to three years for the first term, then, provided that our Board of Directors determines such director is independent at re-election, up to four years for subsequent terms. In August 2014, the Board of Directors established a four year term for the mandates of independent directors. This would permit a non-executive director who is otherwise independent to serve a total of twelve years before such director would no longer be considered independent under Belgian law. The term of directors who are not considered independent by our Board of Directors at the time of their election has been set by our Board of Directors at three years. Unless otherwise decided by our Board of Directors, a person who is up for election to our Board of Directors and who would turn age 72 during our standard director term length may instead be elected to a term that would expire at the ordinary shareholders’ meeting occurring in the year in which such director would turn 72. Directors may be removed from office at any time by a majority vote at any meeting of shareholders. Each year, typically, there are a few directors who have reached the end of their current term of office and may be reappointed.

Quorum and Manner of Acting; Interested Director Transactions. The Board may deliberate and resolve only if at least half of its members are present or represented. Any director who is excused or absent may authorize one of such director’s peers in writing, by telegram, telecopy or any other form of written proxy to represent such director at a Board meeting and to vote on such director’s behalf. However, no proxy holder may represent more than one director at a time.

Decisions of the Board are adopted by majority vote. In case of equality of vote casts, the vote of the Chairman of the meeting will prevail. In case of conflict of interests, the directors will comply with legal provisions in force. If, during a Board meeting at which a quorum is present, one or more present or represented directors must abstain as a result of the preceding sentence, resolutions are validly adopted by a majority vote of the other present or represented directors.

Borrowing Powers Exercisable by the Directors. Belgian law does not regulate specifically the ability of directors to borrow money from Delhaize Group. Section 402 of the U.S. Sarbanes-Oxley Act and the Terms of Reference of our Board of Directors provide that we will not extend or maintain credit, arrange for the extension of credit, or renew an extension of credit, in the form of a personal loan to or for any Board member or member of our executive committee.

Compensation of Directors. For information on the compensation of directors, see Item 6 “Directors, Senior Management and Employees — Compensation of Directors and Executive Officers of Delhaize Group.”

Description of Delhaize Group Ordinary Shares

Our capital stock consists of ordinary shares, without nominal value, each having a par value of €0.50. As of April 1, 2015, our corporate capital was €51,757,450. The issuance premium on our capital was €2,862,588,134. This corporate capital was represented by 103,514,900 Delhaize Group ordinary shares. At the Ordinary and Extraordinary Shareholders’ Meeting held on May 24, 2012, our shareholders approved an amendment to our Articles of Association that authorized our Board of Directors to increase the share capital of the Company by up to €5,094,609 for a new period of five years beginning on the date of publication of such authorization in the Belgian State Gazette.

Form of Ordinary Shares. Our ordinary shares may be in dematerialized form or registered form. Each shareholder is entitled to one vote for each ordinary share held on each matter submitted to a vote of shareholders. Dematerialized securities (titres dématérialisés / gedematerialiseerde effecten) are securities represented by entries, under the name of their holders, in the book of an authorized securities account keeper or clearing institution. Registered securities (titres nominatifs / effecten op naam) are securities that can only be represented by entries in a shares register held by the company.

71

On request, our shareholders may convert their shares into another form at their own expense. The ownership of registered shares can be transferred by informing us and returning the certificate of record in the share register to us. Under Belgian law, as from January 1, 2008, bearer shares (actions au porteur/aandelen aan toonder) booked into a securities account have been automatically converted into dematerialized shares. Bearer shares not yet booked in a securities account on the date were automatically converted into dematerialized shares as from the time they were booked into a securities account. All remaining bearer shares that were not deposited in a securities account were required to have been converted at the choice of their holder into dematerialized or registered shares by December 31, 2014.

Dividends. Under Belgian law, we are required to contribute at least 5% of our net profits during each fiscal year and contribute such sum to our statutory reserve until such reserve has reached an amount equal to one-tenth of our capital. As of December 31, 2014, our statutory reserve amounted to 9.9% of our capital. Subject to this requirement, shareholders may decide, upon proposal by the Board of Directors, at a shareholders’ meeting at which statutory non-consolidated financial statements are approved, to distribute as a dividend all or a portion of our net profits from the prior accounting years available for distribution, and all or a portion of available reserves.

Liquidation Rights. In the event of a liquidation of Delhaize Group, the proceeds from the sale of assets remaining after payment of all debts, liquidation expenses and taxes are to be distributed ratably to the holders of our ordinary shares, subject to prior liquidation rights of any preferred stock then outstanding.

Preferential Subscription Rights. Under Belgian law, our shareholders have preferential subscription rights with respect to the issuance of new Delhaize Group ordinary shares in proportion to the number of Delhaize Group ordinary shares they hold. Shareholders may exercise these subscription rights in consideration for cash contributions. These rights, however, may be limited or removed by a resolution passed at a general meeting of shareholders or by our Board of Directors if our Board of Directors has been authorized to do so by our shareholders at a general meeting. At our Extraordinary Shareholders’ Meeting held on May 24, 2012, the shareholders approved a proposal to authorize the Delhaize Group Board of Directors to limit or remove these rights in connection with an amendment to our Articles of Association that authorized our Board of Directors to increase the share capital of the Company by up to €5,094,609 for a new period of five years beginning on the date of publication of such authorization in the Belgian State Gazette.

Voting and General Meetings of Shareholders. Each holder of our ordinary shares is entitled to attend any general meeting of shareholders and to vote on all matters on the agenda. The rights of a shareholder to attend the general meeting of shareholders and to vote are subject to the registration of these shares in the name of this shareholder at midnight (European Central Time) on the record date, which is the fourteenth day before the meeting, either by registration of registered shares in the register of registered shares of the company, or by registration of dematerialized shares in the accounts of an authorized securities account keeper or clearing institution. Shareholders must notify the company (or the person designated by the company for this purpose) of their intent to participate in the general meeting of shareholders, no later than six days before the date of the meeting pursuant to the modalities set forth in the notice to the meeting.

Each ordinary share is entitled to one vote. A shareholder’s right to vote all Delhaize Group ordinary shares that such shareholder holds may be limited if the shareholder fails to comply with the ownership reporting requirements under Belgian law and the Articles of Association as described below.

Neither Belgian law nor the Articles of Association limit the rights of non-resident or foreign investors to hold or vote the Delhaize Group ordinary shares or, subject to tax laws, to receive dividends paid on the Delhaize Group ordinary shares.

Under our Articles of Association, the annual general meeting of our shareholders takes place on the fourth Thursday of May at the time and place stipulated in the notice of the meeting. If the fourth Thursday of May is not a business day, our Articles of Association provide that the meeting must take place either the preceding or the following business day. Extraordinary shareholders’ meetings of the shareholders may be called by our Board of Directors or by our statutory auditor.

The Board of Directors or the statutory auditor is required to call an extraordinary shareholders’ meeting of our shareholders upon the written request of holders of 20% of the outstanding Delhaize Group ordinary shares.

72

Under Belgian law, shareholders have sole authority with respect to the following matters, among others:

• the approval of annual accounts;

• the election and removal of directors and statutory auditors;

• granting a discharge of liability to the directors and statutory auditors;

• determining the compensation of directors and the fee of the statutory auditors;

• the bringing of a suit against the directors on behalf of the Company;

• an increase or decrease in the share capital, except to the extent the shareholders have previously authorized the Board of Directors to increase the capital; and

• any other amendment to the Articles of Association.

Belgian law does not require a quorum for the annual general meetings of shareholders, which we refer to sometimes as our ordinary shareholders’ meeting. Decisions are taken by a simple majority of votes cast at the meeting, irrespective of the number of Delhaize Group ordinary shares present or represented at the meeting.

Resolutions to amend any provision of our Articles of Association, including any decision to increase the capital (except if taken by the Board of Directors) or to create an additional class of capital stock, require a quorum of 50% of the issued capital (provided that if the 50% quorum is not reached, our Board may call a second meeting for which no quorum is required), as well as the affirmative vote of at least 75% of the shareholders present or represented and voting at the meeting, or 80% of such shareholders if the amendment would change our corporate object or authorize our Board of Directors to repurchase Delhaize Group ordinary shares.

Under Belgian law, we are required to publish a notice for each meeting of the shareholders in a Belgian newspaper available throughout the territory of Belgium and in the Belgian Official Gazette at least thirty days prior to a meeting. However, if a second meeting is to be held with the same agenda, the notice of this second meeting may be published in a Belgian newspaper available throughout the territory of Belgium and in the Belgian State Gazette at the latest seventeen days prior to the second meeting provided that the notice of the first meeting indicated the date of the second meeting. In addition, a copy of the notice must be sent to each holder of Delhaize Group ordinary shares in registered form the same day as the day of publication of the notice of the meeting. Each notice must indicate the place, date and time of the meeting and set forth the agenda of the meeting, as well as the proposals to be considered and voted upon at the meeting. Business transacted at any general meeting of our shareholders is limited to the purposes stated in the notice of the meeting. Each notice also specifies the formalities that shareholders must satisfy in order to attend and vote at the meeting.

One or more shareholders holding together at least 3% of the share capital can request to put an item on the agenda of the shareholders’ meeting and table resolution proposals for items included on the agenda of the shareholders’ meeting. Such requests should be addressed to the Board of Directors and must be received at least twenty-two days prior to the meeting. The Company will publish a revised agenda by the fifteenth day prior to the meeting if it has validly received within the above-mentioned period one or more requests to add new items or new resolutions to the agenda. More information concerning the above rights and their exercise modalities is available on the Company’s website www.delhaizegroup.com.

For a description of the procedures by which holders of Delhaize Group ADRs may vote the underlying Delhaize Group ordinary shares, see the information under the heading “Description of Delhaize Group American Depositary Receipts—Voting Rights” below.

Annual Financial Statements. Under Belgian law, the annual general meeting of shareholders must be held within six months after the close of our fiscal year for the purpose of approving the annual accounts prepared by the Board of Directors and reported on by the statutory auditor. Not later than forty-five days before the date of the annual general meeting of shareholders, our Board of Directors is to provide the annual accounts to our statutory auditor. The auditor is required to review the accounts and prepare a report on the accounts for the benefit of our shareholders. The shareholders are entitled to review, at Delhaize Group’s registered office, a copy of the annual accounts as prepared by our Board of Directors, and the reports drawn up by our Board of Directors and by our statutory auditor as from the day of publication of the notice to our annual general meeting. In addition, we are required to provide a copy of each of these documents with the notice sent to each holder of Delhaize Group ordinary shares in registered form. So long as ADRs are outstanding, we will furnish to our shareholders, and cause the depositary to furnish to holders of ADRs, annual reports in

73

English. The adoption of the annual financial statements by our shareholders must be followed by a separate vote of the shareholders with respect to the discharge of liability of our Directors and our statutory auditor. This discharge of liability is valid only when the financial statements submitted by our Board of Directors contain no omissions of necessary information or misstatements as to the true condition of our company. In addition, this discharge of liability regarding actions contrary to, or inconsistent with, our Articles of Association, is valid only if such actions have been mentioned in the notice of our annual general meeting of shareholders.

Ownership Reporting

Belgian Law. Pursuant to legal provisions in force and our Articles of Association, any person or legal entity which owns or acquires (directly or indirectly, by ownership of American Depositary Shares or otherwise) shares or other securities of Delhaize Group granting voting rights (representing the share capital or not) must disclose to us and to the FSMA the number of securities that such person owns, alone or jointly, when his/her voting rights amount to three percent or more of the total existing voting rights of Delhaize Group. Such person must make the same type of disclosure in case of transfer or acquisition of additional securities when his/her voting rights reach five percent, 10 percent, and so on by blocks of five percent, or when the voting rights fall below one of these thresholds.

The same disclosure requirement applies if a person transfers the direct or indirect control of a corporation or other legal entity which owns itself three percent at least of the voting rights of Delhaize Group. Similarly, if as a result of events changing the breakdown of voting rights, the percentage of the voting rights reaches, exceeds or falls below any of the above thresholds, a disclosure is required even when no acquisition or disposal of securities has occurred (e.g., as a result of a capital increase or a capital decrease). Finally, a disclosure is also required when persons acting in concert enter into, modify or terminate their agreement which results in their voting rights reaching, exceeding or falling below any of the above thresholds.

The disclosure statements must be addressed to the FSMA and to us at the latest the fourth trading day following the day on which the circumstance giving rise to the disclosure occurred. Unless otherwise provided by law, a shareholder shall only be allowed to vote at a shareholders’ meeting of Delhaize Group the number of securities he/she validly disclosed at the latest twenty days before such meeting.

We are not aware of the existence of any shareholders’ agreement with respect to the voting rights pertaining to the securities of the Company.

Members of a corporate body, persons discharging executive responsibilities within Delhaize Group, and persons closely associated with them, who acquire or transfer Delhaize Group ordinary shares or Delhaize Group ADRs must also disclose such acquisition or transfer to the FSMA within five business days from the date of the relevant transaction. However, if the aggregate euro amount of all transactions by such person for any calendar year has not yet reached five thousand euros, the report to the FSMA may be delayed until January 31 of the following year. Failure to comply with such requirements may give rise to administrative fines.

U.S. Law. In accordance with U.S. law, holders of Delhaize Group ordinary shares and holders of ADRs are required to comply with U.S. securities requirements relating to their ownership of securities. Any person must disclose to us and the U.S. Securities and Exchange Commission on Schedule 13D or, as applicable, Schedule 13G the number of Delhaize Group ordinary shares or the ordinary shares underlying ADRs that such person has acquired (whether alone or jointly with one or more other persons) when such shares represent more than 5% of the outstanding Delhaize Group ordinary shares. In addition, if any material change occurs in the facts set forth in the report filed on Schedule 13D (including a more than 1% increase or decrease in the percentage of the total shares beneficially owned), the beneficial owner must promptly file an amendment disclosing such change.

Acquisition, Holding in Pledge and Transfer by Delhaize Group of Delhaize Group Ordinary Shares. Under our Articles of Association, we may acquire or hold in pledge our own shares in accordance with effective law. Our Board of Directors is authorized to transfer through public or private transactions the shares that we acquired, under conditions determined by our Board of Directors, without the prior approval of shareholders, in accordance with effective law.

At the Extraordinary Shareholders’ Meeting held on May 26, 2011, our shareholders authorized our Board of Directors to acquire in the ordinary course of business up to 10% of our outstanding shares at a minimum share price of €1.00 and a maximum share price not higher than 20% above the highest closing price of the Delhaize Group ordinary share on NYSE Euronext Brussels during the 20 trading days preceding the acquisition. This authorization is granted for a period of five years. Such authorization also relates to the acquisition of our shares by one or several of our direct subsidiaries.

74

In May 2004, the Board of Directors approved the repurchase of up to €200 million of the Company’s shares or ADRs from time to time in the open market, in compliance with applicable law and subject to the limits of an outstanding authorization granted to the Board of Directors by the shareholders, to satisfy exercises under the stock option plans that we offer our employees. No time limit has been set for these repurchases and they may be discontinued at any time. On August 3, 2011, the Board of Directors approved the increase of the amount remaining for repurchases under the May 2004 repurchases approval to €100 million to satisfy exercises under the stock option plans that we (including our subsidiaries) offer to employees and to hedge certain stock option plan exposures.

In 2014, the Company acquired 190,139 Delhaize Group ordinary shares (having a par value of €0.50 per share) and transferred 225,634 shares to satisfy the exercise of stock options granted to employees of non-U.S. operating companies. Also in 2014, Delhaize America, LLC did not repurchase any Delhaize Group ADRs, but transferred 50,345 shares (one share equaling 4 ADRs) to satisfy the exercise of stock options granted to U.S. management pursuant to the Delhaize America 2000 Stock Incentive Plan and the Delhaize America 2002 Restricted Stock Unit Plan.

As a consequence, at the end of 2014, our management had a remaining authorization for the purchase of its own shares or ADRs for an amount up to €63 million subject to and within the limits of an outstanding authorization granted to the Board by the shareholders.

At the end of 2014, we owned 1,115,094 treasury shares (including ADRs), of which 924,955 were acquired prior to 2014, representing approximately 1.08% of our share capital.

We provided a Belgian credit institution with a discretionary mandate to purchase up to 800,000 Delhaize Group ordinary shares on NYSE Euronext Brussels between December 31, 2014 and December 31, 2016 up to a maximum aggregate consideration of €60 million to satisfy exercises of stock options held by management of its non-U.S. operating companies. This credit institution makes its decisions to purchase Delhaize Group ordinary shares pursuant to the guidelines set forth in the discretionary mandate, independent of further instructions from us, and without our influence with regard to the timing of the purchases. The credit institution is able to purchase shares only when the number of Delhaize Group ordinary shares held by a custodian bank falls below a certain minimum threshold contained in the discretionary mandate.

Change in Control

Ability of Delhaize Group to issue ordinary shares in response to a takeover bid. Under Belgian law, the person intending to make a takeover bid must provide advance notice to the FSMA, which must then notify the target company on the next business day. Upon receipt of that notice and until the bid has closed, the target company has limited ability to issue new shares. If the target company’s board of directors was previously authorized to issue new shares, it may decide to issue such shares to the extent that:

^(a)  the issuance price is at least equal to the price offered by the bidder,

^(b)  the new shares are fully paid-up upon issuance, and

^(c)  the number of new shares does not exceed 10% of the number of shares outstanding immediately prior to the capital increase.

The Board of Directors of a Belgian company also has the ability to convene an extraordinary shareholders’ meeting to vote upon a proposal to issue new shares or warrants without, or with limited, preferential subscription rights.

Right of bond, convertible bonds and medium-term notes holders to early repayment in case of change of control of Delhaize Group. The Ordinary Shareholders’ Meeting held on May 24, 2007, May 22, 2008, May 28, 2009, May 27, 2010, May 26, 2011, May 24, 2012, May 23, 2013 and May 22, 2014, respectively, approved the inclusion of a provision in the bonds, convertible bonds or medium term notes that the Company may issue within 12 months from the respective meetings, with a maturity or maturities not exceeding 30 years, for a maximum equivalent aggregate amount of €1.5 billion, granting the holders of such securities the right to early repayment for an amount not in excess of 101% of the aggregate principal amount of such securities repurchased in the event of a change of control of Delhaize Group, as would be provided in the terms and conditions relating to such securities.

Right of lenders under credit agreement to accelerate repayment. The combined ordinary and extraordinary shareholders’ meeting held on May 26, 2011 approved a change in control clause set out in the €600 million five-year revolving credit facility dated April 15, 2011 entered into by, among others, Delhaize Group, Delhaize America, LLC, Delhaize Griffin SA, Delhaize The Lion Coordination Center SA, as borrowers and guarantors, the subsidiary guarantors party thereto, the lenders party thereto, and Fortis Bank SA/NV, Banc of America Securities Limited, JP Morgan PLC and Deutsche Bank AG, London Branch as bookrunning mandated lead arrangers, which we refer to as the Old Facility. The “Change in Control” clause provides that, in case any person (or persons acting in concert) gains control over the Company or becomes the owner of more than 50 percent of the issued share capital of the Company, this will lead to a mandatory prepayment and cancellation under the credit facility.

75

On April 14, 2014, we and certain of our subsidiaries, including Delhaize America, LLC, entered into a new €400 million, five-year multi-currency, unsecured revolving credit facility, which we refer to as the New Facility Agreement, and on April 15, 2014 terminated all of the commitments under the Old Facility Agreement. At our ordinary shareholders’ meeting on May 22, 2014, our shareholders approved a change in control clause set out in the New Facility Agreement. The “Change in Control” clause provides that, in case any person (or persons acting in concert) gains control over the Company or becomes the owner of more than 50 percent of the issued share capital of the Company, this will lead to a mandatory prepayment and cancellation under the credit facility.

Ability of stock option holders to exercise options in case of change of control of Delhaize Group. At the ordinary and extraordinary shareholders’ meeting held on May 24, 2012, our shareholders approved a provision of the Delhaize Group 2012 U.S. Stock Incentive Plan and a provision of the Delhaize America, LLC 2012 Restricted Stock Unit Plan that provides that in the event of a change of control of Delhaize Group a holder of stock options and/or restricted stock units under either plan will have the right to acquire shares of the Company, regardless of the vesting period of the stock options and/or restricted stock units. At the combined ordinary and extraordinary shareholders’ meeting held on May 24, 2007, our shareholders approved a provision of the Delhaize Group 2007 Stock Option Plan for Employees of Non-U.S. Companies and an amendment to the Delhaize Group 2002 Stock Incentive Plan that provide that in the event of a change of control of Delhaize Group the beneficiaries under the plans will have the right to exercise their options to acquire Delhaize Group shares regardless of the vesting period of the options.

Management employees of non-U.S. operating companies received stock options granted by our Board of Directors under the Stock Option Plan 2001 to 2007, granting to the beneficiaries the right to acquire ordinary shares of Delhaize Group. Management employees of U.S. operating companies received options, which qualify as warrants under Belgian law, issued by our Board of Directors under the Delhaize Group 2002 and 2012 Stock Incentive Plans, as amended, pursuant to which grants could be made to the beneficiaries of the right to subscribe to new American Depositary Receipts of the Company. The General Meeting of Shareholders approved a provision of these plans that provide that in the event of a change of control over Delhaize Group the beneficiaries will have the right to exercise their options and warrants, regardless of their vesting period. The number of options outstanding under those plans as of December 31, 2014 can be found under Note 21.3 to the consolidated financial statements included in this Form 20-F Report.

Ability of Performance Cash Plan beneficiaries to receive the full cash payment with respect to any outstanding grant in case of change of control of Delhaize Group. In 2003, we adopted a global long term incentive program which incorporates a Performance Cash Plan. The grants under the Performance Cash Plan provide for cash payments to the beneficiaries at the end of a three-year period that are dependent on Delhaize Group performance against Board approved financial targets that are closely correlated to building long-term shareholder value. The General Meeting of Shareholders approved a provision of the Performance Cash Plan that provides that the beneficiaries are entitled to receive the full cash payment with respect to any outstanding grant in the event of a change of control over Delhaize Group.

Description of Delhaize Group American Depositary Shares

General. Citibank, N.A., or Citibank, is the Depositary for the American Depositary Receipts program of Delhaize Group. Citibank, as our depositary bank, issues the Delhaize Group American Depositary Shares, or ADSs. ADSs may be represented by certificates that are commonly referred to as American Depositary Receipts, or ADRs, or may be issued in un-certificated form. Delhaize Group ADSs represent ownership interests in the Delhaize Group ordinary shares on deposit with Citibank. During 2014, the ratio of ADSs to ordinary shares changed from one ADS for every one ordinary share to four ADSs for every one ordinary share. Each Delhaize Group ADS represents the right to receive one quarter of one Delhaize Group ordinary share as well as any other securities, cash or other property in respect thereof deposited with Citibank, as depositary, but not distributed to Delhaize Group ADS holders. Citibank’s principal executive office is located at 388 Greenwich Street, New York, New York 10013. Citibank has appointed Citibank International PLC in London to act as custodian for the property on deposit in respect of the Delhaize Group ADSs.

Because Citibank actually holds the underlying Delhaize Group ordinary shares, ADS holders generally receive the benefit from such underlying shares through Citibank. A second amended and restated deposit agreement among Citibank, as depositary bank, Delhaize Group, and the holders and beneficial owners of Delhaize Group ADSs issued thereunder, which we refer to as the deposit agreement, sets out the obligations of Citibank. New York law governs the deposit agreement, the Delhaize Group ADSs, and any ADRs issued to evidence Delhaize Group ADSs. Belgian law governs the Delhaize Group ordinary shares underlying the Delhaize Group ADSs.

76

Delhaize Group ADSs may be held either directly (by having an ADS registered in your name — whether issued in certificated or in un-certificated form), or indirectly through a broker or financial institution. This description assumes Delhaize Group ADSs are held directly. If you hold Delhaize Group ADSs indirectly, you must rely on the procedures of your broker or financial institution to assert the rights of Delhaize Group ADS holders described in this section. You should consult with your broker or financial institution to find out what those procedures are.

The following description is meant to be only a summary of certain provisions of the deposit agreement. It does not restate the terms of the deposit agreement in its entirety. You are urged to carefully read the deposit agreement, and the form of Delhaize Group ADR, as those documents, and not this description, govern the rights of holders of Delhaize Group ADSs. The form of second amended and restated deposit agreement is available as an exhibit to the post-effective amendment to the registration statement on Form F-6 filed with the SEC on April 23, 2013 (Reg. No. 333-156798), which is amended by the letter amendment to such agreement filed as Exhibit 4.17 to this Form 20-F Report. The form of Delhaize Group ADR was filed as a Rule 424(b)(3) prospectus update with the SEC on April 7, 2014 (Reg. No. 333-156798). All such filings may be retrieved from the SEC’s website at www.sec.gov and from the SEC’s public reference room at 100 F Street N.E., Washington D.C. 20549. Copies of the second amended and restated deposit agreement, as amended, and the form of Delhaize Group ADR are also available for inspection at the principal executive office of the depositary set forth above, and at the office of the custodian, Citibank International Plc located at Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB.

Dividends and Distributions. Citibank will pay to Delhaize Group ADS holders as of a record date established by Citibank under the terms of the deposit agreement the cash dividends or other distributions it receives on Delhaize Group ordinary shares or other deposited securities, after deducting its fees and expenses. Delhaize Group ADS holders will receive these distributions in proportion to the number of Delhaize Group ordinary shares represented by the Delhaize Group ADSs held.

• Cash. Citibank will, as promptly as practicable after payment, convert any cash dividend or distribution Delhaize Group pays on its ordinary shares, other than any dividend or distribution paid in U.S. dollars, into U.S. dollars if it can do so on a practicable basis and can legally transfer the U.S. dollars to the United States. If at any time Citibank shall determine that in its judgment that such conversion and transfer is not practicable or lawful, or if any approval from any government is required and denied or, in the opinion of Citibank, not obtainable at a reasonable cost or within a reasonable period, the deposit agreement allows Citibank to distribute the foreign currency only to those Delhaize Group ADS holders to whom it is possible to do so or to hold the foreign currency it cannot convert for the account of the Delhaize Group ADS holders who have not been paid. It will not invest the foreign currency and it will not be liable for any interest. Before making a distribution, any withholding taxes that must be paid under applicable laws will be deducted. See “Taxation.” It will distribute only whole U.S. dollars and cents and will round any fractional amounts to the nearest whole cent.

• Shares. Citibank may distribute additional Delhaize Group ADSs representing any ordinary shares Delhaize Group distributes as a dividend or free distribution, if Delhaize Group requests Citibank to make this distribution. Citibank will only distribute whole Delhaize Group ADSs. In lieu of delivering fractional ADSs, Citibank shall sell the number of ordinary shares or ADSs, as the case may be, represented by the aggregate of such fractions and distribute the net proceeds to the holders entitled thereto. If Citibank does not distribute additional cash or Delhaize Group ADSs, each Delhaize Group ADS will thenceforth, to the extent permitted by law, also represent the right to receive the new Delhaize Group ordinary shares Delhaize Group distributed to Citibank.

• Elective Distributions in Cash or Shares. If Delhaize Group offers to make a distribution payable at the election of Delhaize Group shareholders in cash or in additional ordinary shares, Citibank may, if so requested by Delhaize Group and provided making such elective distribution available to Delhaize Group ADS holders is lawful and reasonably practicable, establish procedures to enable you to elect to receive either cash or additional ADSs, in each case as described in the deposit agreement. If the election is not made available to you, you will receive either cash or additional ADSs, depending on what a shareholder in Belgium would receive upon failing to make an election, as more fully described in the deposit agreement. Citibank is not obligated to make any process available to you to receive an elective distribution of our shares rather than ADSs. There can be no assurances that you will have the opportunity to receive elective distributions on the same terms as the holders of our ordinary shares in Belgium or at all.

77

• Rights To Receive Additional Shares. If Delhaize Group offers holders of securities any rights, including rights to subscribe for additional ordinary shares, Citibank may, if so requested by Delhaize Group and provided making the rights available to Delhaize Group ADS holders is lawful and reasonably practicable, take actions necessary to make these rights available to Delhaize Group ADS holders. If Citibank determines that it is not legal or not reasonably practicable to make these rights available to Delhaize Group ADS holders, Citibank may sell the rights and distribute the net cash proceeds to the applicable holders of Delhaize Group ADSs upon the terms of the deposit agreement. Citibank may allow rights that are not distributed or sold to lapse.

• United States securities laws may restrict the sale, offer, deposit, cancellation, and transfer of the Delhaize Group ADSs issued after the exercise of rights. Citibank will not offer holders of Delhaize Group ADSs rights unless those rights and the securities to which the rights relate are either exempt from registration or have been registered under the Securities Act with respect to a distribution to ADR holders. Delhaize Group has no obligation to register under the Securities Act those rights or the securities to which they relate.

• Other Distributions. Whenever we intend to distribute property other than cash, ordinary shares or rights to purchase additional ordinary shares, Citibank will, if it is reasonably practicable to distribute such property to you and if we have requested that such property be distributed to holders of Delhaize Group ADSs, distribute the property to the holders in a manner it deems practicable. The distribution will be made net of fees, expenses, taxes and governmental charges payable by holders under the terms of the deposit agreement. In order to pay such taxes and governmental charges, Citibank may sell all or a portion of the property received. If Citibank does not so distribute the property to holders of Delhaize Group ADSs, it may sell the property. The net proceeds of such a sale will be distributed to holders of Delhaize Group ADSs as in the case of a cash distribution.

Delhaize Group has no obligation to take any other action to permit the distribution of Delhaize Group ADSs, shares, rights or anything else to Delhaize Group ADS holders. Citibank will not be responsible if it determines that it is unlawful or impractical to make a distribution available to any Delhaize Group ADS holders.

Deposit and Issuance; Partial Entitlement ADSs; Withdrawal and Cancellation.

Deposit and Issuance. Citibank will issue additional Delhaize Group ADSs if you or your broker deposit Delhaize Group ordinary shares with the custodian, along with any appropriate instruments of transfer, or endorsement, together with all such certifications as may be required by Citibank or the custodian in accordance with the deposit agreement. Citibank may also require you to deliver evidence of any necessary approvals of the authority in Belgium, if any, that is responsible for regulating currency exchange at that time, and an agreement transferring your right as a shareholder to receive dividends or other property. Upon payment of its fees and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, Citibank will register the appropriate number of Delhaize Group ADSs in the names you request and will issue book-entry Delhaize Group ADSs or, if you specifically request, deliver the Delhaize Group ADRs at its principal executive office to the persons you request. Citibank will only issue Delhaize Group ADSs in whole numbers.

Partial Entitlement ADSs. If any Delhaize Group ordinary shares are deposited which entitle the holders thereof to receive a per-share distribution or other entitlement in an amount different from all other Delhaize Group ordinary shares then on deposit or are not fully fungible with Delhaize Group ordinary shares then on deposit, Citibank may (i) cause its custodian to hold Delhaize Group ordinary shares with partial entitlements separate and distinct from the Delhaize Group ordinary shares with full entitlements, and (ii) subject to the terms of the deposit agreement, issue and deliver partial entitlement ADSs representing Delhaize Group ordinary shares with partial entitlements that are separate and distinct from the ADSs representing Delhaize Group ordinary shares with full entitlements by means of separate CUSIP numbering and legending, as applicable. If and when Delhaize Group ordinary shares with partial entitlements become fully “assimilated” with the Delhaize Group ordinary shares outstanding, Citibank shall (a) cause its custodian to transfer Delhaize Group ordinary shares with partial entitlements into Citibank’s account containing Delhaize Group ordinary shares with full entitlements, (b) take such actions as are necessary to remove the distinctions between (i) the partial entitlement ADSs and ADRs, on the one hand, and (ii) the ADSs and ADRs with full entitlements, on the other hand and (c) give notice thereof to holders of partial entitlement ADSs and give holders of partial entitlement ADRs the opportunity to exchange their partial entitlement ADRs for ADRs with full entitlements. Holders and beneficial owners of partial entitlement ADSs shall be limited to the entitlements of those Delhaize Group ordinary shares with partial entitlements.

Withdrawal and Cancellation. You may withdraw Delhaize Group ordinary shares underlying your Delhaize Group ADSs upon delivery of your Delhaize Group ADSs for such purpose to Citibank together with instructions for such purpose. Any deposited securities that you withdraw will be delivered to you in book-entry form in Belgium. Upon payment of its fees and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, Citibank will deliver the deposited securities underlying the Delhaize Group ADSs at the office of the custodian along with any dividends or distributions with respect to the deposited securities represented by the Delhaize Group ADSs, or any proceeds from the sale of any dividends, distributions or rights, which may be held by Citibank. Citibank will only accept Delhaize Group ADSs for cancellation that represent a whole number of securities on deposit.

78

A Delhaize Group ADS holder has the right to cancel its Delhaize Group ADSs and withdraw the underlying Delhaize Group ordinary shares at any time except:

• due to temporary delays caused by Citibank, Delhaize Group or a settlement system (when applicable) closing its transfer books, the deposit of Delhaize Group ordinary shares in connection with voting at a shareholders’ meeting, or the payment of dividends;

• when such Delhaize Group ADS holder owes money to pay fees, taxes and similar charges; or

• when it is necessary to prohibit withdrawals in order to comply with any laws or governmental regulations that apply to Delhaize Group ADSs or to the withdrawal of ordinary shares or other deposited securities.

Voting. Upon receipt of notice of any meeting of holders of Delhaize Group ordinary shares underlying your Delhaize Group ADSs, Citibank will notify Delhaize Group ADS holders of the upcoming meeting and arrange to deliver certain materials to Delhaize Group ADS holders. The materials will contain:

(1) such information as is contained in such notice of meeting;

(2) a statement that the holders of Delhaize Group ADSs as of the close of business on a specified record date will be entitled, subject to any applicable law and the Articles of Association of Delhaize Group, to give instructions to the Citibank as to the exercise of the voting right, if any, pertaining to the securities underlying the Delhaize Group ADSs;

(3) a statement as to the manner in which such instructions and notification may be given; and

(4) information on how a Delhaize Group ADS holder may instruct Citibank how to vote at such meeting.

For voting instructions to be valid, Citibank must receive them on or before the date specified in the materials delivered to Delhaize Group ADS holders. Citibank will, to the extent practical, subject to any applicable law and the Articles of Association of Delhaize Group, vote the underlying securities as each Delhaize Group ADS holder instructs and Citibank will only vote as each Delhaize Group ADS holder instructs.

Under the deposit agreement, a holder of Delhaize Group ADSs who gave voting instructions to Citibank must arrange for having those ADSs registered on the record date set by the Company, which is the fourteenth day before the meeting. Only shareholders of Delhaize Group, including persons who have timely have their securities registered on the record date set by the Company, may attend the meeting and vote in person or by proxy.

Persons who hold Delhaize Group ADRs through a brokerage account or otherwise in “street name” will need to follow the procedures of their broker in order to give voting instructions to Citibank.

Under the deposit agreement, Delhaize Group may request Citibank to provide to Delhaize Group copies of any voting instructions the depositary receives as promptly as practicable after receipt of such instructions. In addition, under the terms of the deposit agreement, holders of Delhaize Group ADSs who have delivered voting instructions agree that such voting instructions may, at the request of Delhaize Group, be disclosed by Delhaize Group, for purposes of compliance with Belgian law, in connection with any shareholders’ meeting of Delhaize Group, whether prior, during or after such shareholders’ meeting.

In connection with shareholders’ meetings, Delhaize Group or Citibank will not be able to assure that holders of Delhaize Group ADSs will receive the voting materials in time to ensure that holders can either instruct Citibank to vote the securities underlying the Delhaize Group ADSs or withdraw the underlying securities to vote them in person or by proxy. In addition, Citibank and its agents are not responsible for failing to carry out voting instructions or for the manner of carrying out voting instructions.

Unless otherwise indicated in the meeting notice distributed by Citibank referred to above, if Citibank receives from a Delhaize Group ADS Holder (who has otherwise satisfied all conditions to voting) voting instructions which fail to specify the manner in which Citibank is to vote the Delhaize Group ordinary shares represented by such holder’s Delhaize group ADSs, Citibank will deem such holder (unless otherwise specified in the notice distributed to holders) to have instructed Citibank to vote in favor of all resolutions for which Delhaize Group’s board of directors recommends approval.

79

The right to give voting instructions to Citibank or to vote the Delhaize Group ordinary shares may be limited if the holders or beneficial owners of Delhaize Group ADSs or ordinary shares fail to comply with ownership and information reporting requirements and requests under applicable law and stock exchange rules. For certain additional information see “Description of Delhaize Group Ordinary Shares — Ownership Reporting” above.

Fees and Expenses Payable by Delhaize Group ADS Holders

As a Delhaize Group ADS holder, you will be required to pay the following service fees to Citibank:

Service:	Fees:
(1) Issuance of Delhaize Group ADSs upon deposit of ordinary shares (excluding issuances as a result of distribution described in paragraph (4) below)	$5.00 (or less) per 100 Delhaize Group ADSs (or portion thereof) issued
(2) Delivery of ordinary shares against surrender of Delhaize Group ADSs	$5.00 (or less) per 100 Delhaize Group ADSs (or portion thereof) surrendered
(3) Distributions of cash proceeds (i.e., upon sale of rights or other entitlements)	$5.00 (or less) per 100 Delhaize Group ADSs (or portion thereof) held
(4) Distribution of Delhaize Group ADSs pursuant to (i) stock dividends or other free stock distributions, or (ii) exercise of rights to purchase additional ADSs.	$5.00 (or less) per 100 Delhaize Group ADSs (or portion thereof) held
(5) Distribution of securities other than Delhaize Group ADSs or rights to purchase additional ADSs (i.e., spin-off shares).	$5.00 (or less) per 100 Delhaize Group ADSs (or portion thereof) held
(6) Depositary Services	$5.00 (or less) per 100 Delhaize Group ADSs (or portion thereof) held on the applicable record date(s) established by the Depositary

As a Delhaize Group ADS holder, you will also be responsible for paying certain fees and expenses incurred by Citibank and certain taxes and governmental charges such as:

• taxes (including applicable interest and penalties) and other governmental charges;

• such registration fees as may from time to time be in effect for the registration of ordinary shares or other deposited securities on the share register and applicable to transfers of ordinary shares or other deposited securities to or from the name of the custodian, Citibank or any nominees upon the making of deposits and withdrawals respectively;

• expenses for cable, telex and fax transmissions and for delivery of securities;

• expenses incurred for converting foreign currency into U.S. dollars;

• fees and expenses incurred by Citibank in connection with exchange control regulations and other regulatory requirements; and

• fees and expenses incurred by Citibank, the custodian or any nominee in connection with the delivery or servicing of Delhaize Group ordinary shares on deposit.

Payment of Taxes. Delhaize Group ADS holders are responsible for the taxes and other governmental charges payable on the Delhaize Group ADSs and the securities represented by the Delhaize Group ADSs. Citibank may deduct the amount of any taxes owed from any payments to a Delhaize Group ADS holder. It may also restrict the transfer of Delhaize Group ADSs or restrict the withdrawal of underlying deposited securities until the Delhaize Group ADS holder pays any taxes owed on such holder’s Delhaize Group ADSs or underlying securities. It may also withhold dividends or other distributions, or sell deposited securities to pay any taxes owed.

Such Delhaize Group ADS holder will remain liable if the proceeds of the sale are not enough to pay the taxes. If Citibank sells deposited securities, it will, if appropriate, reduce the number of Delhaize Group ADSs held by such Delhaize Group ADS holder to reflect the sale and pay to such Delhaize Group ADS holder any proceeds, or send to such Delhaize Group ADS holder any property, remaining after it has paid the taxes. Delhaize Group ADS holders are required to indemnify Delhaize Group, Citibank and the custodian for any claims with respect to taxes based on any tax benefit obtained for such Delhaize Group ADS holders.

80

Depositary Payments to Delhaize Group

In 2014, we received the following payments from Citibank, N.A., the Depositary Bank for our American Depositary Receipt program:

Reimbursement of settlement infrastructure fees (including DTC feeds, tax reclamation, E*Data):	$	375.00
Reimbursement of proxy process expenses (printing, postage and distribution):		93,070.30
Reimbursement of other ADS program costs (legal expenses and other):		22,615.74
Direct issuer reimbursement requests/fees:		444,887.36
Total	$	560,948.40

As part of its service to the Company, Citibank, N.A. has agreed to waive fees for the standard costs associated with the administration of the ADR Program, including transfer agent costs in the amount of $166,165.07 for 2014.

Reclassifications, Recapitalizations and Share Exchanges. If Delhaize Group:

• reclassifies, splits or consolidates any of the Delhaize Group ordinary shares;

• distributes securities on any of the Delhaize Group ordinary shares that are not distributed to Delhaize Group ADS holders; or

• recapitalizes, reorganizes, merges, consolidates or takes any similar action,

then:

• the cash, shares or other securities received by Citibank will become new deposited securities under the deposit agreement, and each Delhaize Group ADS will automatically represent its equal share of the new deposited securities; and

• Citibank may, and will if Delhaize Group asks it to, distribute some or all of the cash, shares or other securities it received. It may also deliver new Delhaize Group ADRs or ask each Delhaize Group ADR holder to surrender its outstanding Delhaize Group ADRs in exchange for new Delhaize Group ADRs identifying the new deposited securities.

Disclosure of Interests. The obligation of a holder of Delhaize Group ordinary shares and other persons with an interest in the shares to disclose information to Delhaize Group and the FSMA under Belgian law also applies to Delhaize Group ADS holders and any other persons with an interest in the Delhaize Group ADSs. The consequences for failure to comply with these provisions will be the same for Delhaize Group ADS holders and any other persons with an interest therein as for a holder of Delhaize Group ordinary shares. Under the deposit agreement, each holder of Delhaize Group ADSs or person with an interest in Delhaize Group ADSs is deemed to have authorized Citibank and the custodian to comply with any request from Delhaize Group or any competent authority to disclose any information about any interest or any transaction of such person in Delhaize Group ADSs or ordinary shares. For additional information see “Description of Delhaize Group Ordinary Shares — Ownership Reporting” above.

Amendment and Termination of the Deposit Agreement

Amendment. Delhaize Group may agree with Citibank to amend the deposit agreement and the Delhaize Group ADRs without Delhaize Group ADS holder consent for any reason. If the amendment adds or increases fees or charges, except for taxes and governmental charges, or prejudices any substantial existing right of Delhaize Group ADS holders, it will only become effective 30 days after notice of such amendment shall have been given to Delhaize Group ADS holders. Under the deposit agreement, notice of any amendment to the deposit agreement or any ADR need not describe in detail the specific amendments effectuated thereby, and failure to describe the specific amendments in any such notice shall not render such notice invalid, provided, however, that, in each such case, the notice given to the holders identifies a means for holders to retrieve or receive the text of such amendment. At the time an amendment becomes effective, a Delhaize Group ADS holder is considered, by continuing to hold Delhaize Group ADSs, to have agreed to the amendment and to be bound by the agreement as amended. However, no amendment will impair a Delhaize Group ADS holder’s right to receive the deposited securities in exchange for Delhaize Group ADSs, except in order to comply with mandatory provisions of any applicable laws.

Termination. Citibank will terminate the deposit agreement if Delhaize Group asks it to do so, in which case it must notify Delhaize Group ADS holders at least 30 days before termination. Citibank may also terminate the deposit agreement after notifying Delhaize Group ADS holders if Citibank informs Delhaize Group that it would like to resign and Delhaize Group does not appoint a new depositary bank within 60 days.

81

If any Delhaize Group ADSs remain outstanding after termination, Citibank will stop registering the transfer of Delhaize Group ADSs, will stop distributing dividends to Delhaize Group ADS holders, and will not give any further notices or do anything else under the deposit agreement other than:

(1) collect dividends and distributions on the deposited securities;

(2) sell rights offered to holders of deposited securities; and

(3) deliver Delhaize Group ordinary shares and other deposited securities upon cancellation of Delhaize Group ADSs.

At any time after the expiration of 30 days from the date of termination of the deposit agreement, Citibank may sell any remaining deposited securities. After that, Citibank will hold the money it received on the sale, as well as any cash it is holding under the deposit agreement, for the pro rata benefit of the Delhaize Group ADS holders that have not surrendered their ADSs. It will not invest the money and has no liability for interest. Citibank’s only obligations will be to account for the money and cash. After termination, Delhaize Group’s only obligations will be with respect to indemnification of, and to pay specified amounts to, Citibank. The obligations under the terms of the deposit agreement of ADS holders outstanding as of the termination date shall survive the termination date and shall be discharged only when the applicable ADSs are presented by their holders to the Depositary for cancellation under the terms of the Deposit Agreement.

Limitations on Obligations and Liability to Delhaize Group ADS Holders. The deposit agreement expressly limits the obligations and liabilities of Delhaize Group and Citibank to Delhaize Group ADS holders. Delhaize Group and Citibank:

• are obligated only to take the actions specifically set forth in the deposit agreement without negligence or bad faith;

• are not liable if either of them is prevented or delayed by law, any provision of the Delhaize Group Articles of Association or circumstances beyond their control from performing their obligations under the deposit agreement;

• have no obligation to become involved in a lawsuit or proceeding related to the Delhaize Group ADSs or the deposit agreement on behalf of ADR holders or on behalf of any other party unless they are indemnified to their satisfaction;

• are not liable for any action or non-action by it in reliance upon any advice of or information from any legal counsel, accountants, any person depositing ordinary shares, any Delhaize Group ADS holder or any other person whom they believe in good faith is competent to give them that advice or information; and

• may rely and shall be protected in action upon any written notice, request or other document believe by it to be genuine and to have been signed or presented by the proper party or parties.

Citibank shall not be responsible for any failure to carry out any instructions to vote any of the Delhaize group ordinary shares represented by the Delhaize Group ADSs, or for the manner in which any such vote is cast or the effect of any such vote, provided that any such action or non-action is without negligence or bad faith.

Requirements for Depositary Actions. Before Citibank will issue or register the transfer of a Delhaize Group ADS, make a distribution on a Delhaize Group ADS, or permit withdrawal of Delhaize Group ordinary shares, Delhaize Group or Citibank may require:

• payment of taxes, including stamp duty reserve and stock transfer taxes or other governmental charges, and transfer or registration fees charged by third parties for the transfer of any shares or other deposited securities, as well as fees and expenses of Citibank;

• production of satisfactory proof of the identity of the person presenting ordinary shares for deposit or Delhaize Group ADSs upon withdrawal, and of the genuineness of any signature or other information they deem necessary; and

• compliance with regulations Citibank may establish consistent with the deposit agreement, including presentation of transfer documents.

82

Citibank may refuse to deliver, transfer, or register transfers of Delhaize Group ADSs generally when the transfer books of Citibank are closed or at any time if Citibank or Delhaize Group thinks it advisable to do so.

Pre-Release of ADRs. Citibank may deliver Delhaize Group ADSs before deposit of the underlying Delhaize Group ordinary shares. This is called a pre-release of Delhaize Group ADSs. Citibank may also deliver Delhaize Group ordinary shares prior to the receipt and cancellation of Delhaize Group ADSs. This is called a pre-release of Delhaize Group ordinary shares and may occur before the pre-releases of Delhaize Group ADSs have been closed out. A pre-release of Delhaize Group ADSs is closed out as soon as the underlying Delhaize Group ordinary shares are delivered to Citibank. Citibank may receive Delhaize Group ADSs instead of Delhaize Group ordinary shares to close out a pre-release of Delhaize Group ADSs and may receive Delhaize Group ordinary shares instead of Delhaize Group ADSs to close out a pre-release of Delhaize Group ordinary shares. Citibank may pre-release Delhaize Group ADSs and Delhaize Group ordinary shares only under the following conditions:

(1) before or at the time of the pre-release, the person to whom the pre-release is being made must represent to Citibank in writing that it or its customer, as the case may be, owns the Delhaize Group ordinary shares or Delhaize Group ADSs to be remitted;

(2) the pre-release must be fully collateralized with cash or collateral that Citibank considers appropriate; and

(3) Citibank must be able to close out the pre-release on not more than five business days’ notice.

The pre-releases will also be subject to certain limitations provided in the deposit agreement and to whatever indemnities and credit regulations that Citibank considers appropriate. In addition, Citibank will limit the number of Delhaize Group ADSs that may be outstanding at any time as a result of pre-release, although Citibank may disregard the limit from time to time if it deems it appropriate to do so.

MATERIAL CONTRACTS

Delhaize Group February 2015 Tender Offers

In February 2015, we completed offers to purchase for cash (1) any and all of our 6.5% Senior Notes due 2017 (the “2017 Notes”) and (2) up to the Maximum Tender Amount (as defined below) of our 4.125% Senior Notes due 2019 (the “2019 Notes”) (collectively, the “Notes,” and each, a “Series” of Notes). The “Maximum Tender Amount” was $450,000,000 in principal amount of the Notes less the principal amount of the 2017 Notes accepted for purchase pursuant to the Any and All Tender Offer (as defined below). We referred to our offer to purchase the 2017 Notes as the “Any and All Tender Offer” and to our offer to purchase the 2019 Notes as the “Maximum Tender Offer.” The Company referred to both offers, together, as the “Offers.” We purchased an aggregate principal amount of $277,738,000 and $170,088,000 of the 2017 Notes and the 2019 Notes, respectively. Following the completion of the Offers, an aggregate principal amount of $172,262,000 and $129,912,000 of the 2017 Notes and the 2019 Notes, respectively, remained outstanding.

Delhaize Group Old Facility Agreement

From April 14, 2011 to April 15, 2014 we were party to a €600 million, five-year unsecured multicurrency (euros and US dollars) revolving credit facility agreement, dated as of April 15, 2011 (the “Old Facility Agreement”), by and among, us, Delhaize The Lion Coordination Center SA/NV, Delhaize Griffin SA/NV and Delhaize America, LLC, as original borrowers, and substantially all of our U.S. subsidiaries, as original guarantors, Fortis Bank SA/NV, Banc of America Securities Limited, Deutsche Bank AG, London Branch and J.P. Morgan PLC, as bookrunning mandated lead arrangers, the financial institutions listed in Part II of Schedule 1 thereto as lenders, and Fortis Bank SA/NV as agent of the arrangers and the original lenders. As of December 31, 2014, we had not drawn under the Old Facility Agreement.

Subsequently to the execution of the New Facility Agreement, which is described below, we terminated all of the commitments under the Old Facility Agreement.

The Old Facility Agreement would have matured on April 15, 2016. Funds were available under the Old Facility Agreement for the refinancing of financial indebtedness, working capital needs, capital expenditures and general corporate purposes of Delhaize Group or any subsidiary of Delhaize Group. Subject to certain conditions stated in the Old Facility Agreement, Delhaize Group was able to borrow, prepay and re-borrow amounts under the Old Facility Agreement at any time up to the date falling one month before the maturity date of the Old Facility Agreement.

83

Borrowings under the Old Facility Agreement bore interest at the percentage rate per annum which is the aggregate of the London interbank offered rate (“LIBOR”), in relation to loans in US dollars, or EURIBOR in relation to loans in euros, plus an applicable margin of 120 basis points and 90 basis points, respectively as of December 31, 2013. The Old Facility Agreement provided that if Delhaize Group’s credit rating changes the margin may increase or decrease as set forth in the Old Facility Agreement. In addition to interest payable on the principal amount of indebtedness outstanding from time to time under the Old Facility Agreement, Delhaize Group was required to pay a commitment fee computed at the annual rate of 40% of the applicable margin and a utilization fee if the aggregate amount of all outstanding loans exceeds 33.33% of the Total Commitments (as defined in the Old Facility Agreement). The accrued commitment fee and, if applicable, the accrued utilization fee were payable quarterly.

This summary of the Old Facility Agreement is qualified in its entirety by reference to the actual Old Facility Agreement filed as Exhibit 4.10 to Delhaize Group’s Report on Form 20-F filed June 24, 2011.

Delhaize Group New Facility Agreement

We are a party to a €400 million, five-year unsecured multicurrency (euros and US dollars) revolving credit facility agreement, dated as of April 14, 2014 (the “New Facility Agreement”), by and among, us, Delhaize The Lion Coordination Center SA/NV, Delhaize Griffin SA/NV and Delhaize America, LLC, as original borrowers (the “Original Borrowers”), and substantially all of our U.S. subsidiaries together with the Original Borrowers and Lion Lux Finance S.à r.l., as original guarantors (the “Original Guarantors”), Bank of America Merrill Lynch International Limited, BNP Paribas Fortis SA/NV and J.P. Morgan Limited, as bookrunning mandated lead arrangers, the financial institutions listed in Part II of Schedule 1 thereto as lenders, and Bank of America Merrill Lynch International Limited as agent of the arrangers and the lenders, which is extendable by a maximum of two years if requested by us and agreed to by each lender. In March 2015, all lenders of the New Facility Agreement consented to extend the final maturity date from 2019 to 2020.

Subsequently to the execution of the New Facility Agreement, we terminated all of the commitments under the Old Facility Agreement.

Subject to an extension option pursuant to which Delhaize Group may request an extension of the maturity of one or two years with the agreement of each lender for their commitment in the New Facility Agreement, the New Facility Agreement will mature on April 12, 2019, unless extended. Funds are available under the New Facility Agreement for the refinancing of financial indebtedness, working capital needs, capital expenditures and general corporate purposes of Delhaize Group or any subsidiary of Delhaize Group. Subject to certain conditions stated in the New Facility Agreement, Delhaize Group may borrow, prepay and re-borrow amounts under the New Facility Agreement at any time up to the date falling one month before the maturity date of the New Facility Agreement.

Borrowings under the New Facility Agreement will bear interest at the percentage rate per annum which is the aggregate of the London interbank offered rate (“LIBOR”), in relation to loans in US dollars, or EURIBOR in relation to loans in euros, plus an applicable margin of 60 basis points irrespective of the currency of such loan, as of April 14, 2014. The New Facility Agreement provides that if Delhaize Group’s credit rating changes the margin may increase or decrease as set forth in the New Facility Agreement. In addition to interest payable on the principal amount of indebtedness outstanding from time to time under the New Facility Agreement, Delhaize Group is required to pay a commitment fee computed at the annual rate of 35% of the applicable margin on the available commitments. Delhaize Group is also required to pay a utilization fee that ranges from 0.1% to 0.4% percent per annum of the aggregate amount of all outstanding loans based on utilization of the Total Commitments (as defined in the New Facility Agreement). The accrued commitment fee and the accrued utilization fee are payable quarterly.

Delhaize Group’s ability to borrow under the New Facility Agreement is subject to compliance by Delhaize Group with the covenants and conditions set forth in the New Facility Agreement. The New Facility Agreement contains customary representations, warranties and covenants, including two financial covenants applicable to Delhaize Group: (i) a maximum ratio of consolidated adjusted debt to consolidated EBITDA, which must not exceed 3.00 to 1.00, and (ii) a minimum ratio of consolidated EBITDA to Consolidated Net Interest Expense (as such terms are specified in the New Facility Agreement), which must be at least 4.00 to 1.00.

The New Facility Agreement also contains customary events of default, including but not limited to, failure to perform or observe terms, covenants or agreements included in the New Facility Agreement. If an event of default occurs the lenders may, among other things, terminate their commitments and declare all outstanding borrowings to be immediately due and payable together with accrued interest and fees.

The foregoing description is qualified in its entirety by reference to the New Facility Agreement, which is filed as Exhibit 4.20 to this Form 20-F Report and is incorporated herein by reference.

84

Delhaize Group April and November 2012 Debt Issuances and Tender Offers

In April 2012, we issued $300 million aggregate principal amount of senior notes with an annual interest rate of 4.125% due 2019. The senior notes were issued at a discount of 0.193% of their principal amount. The offering of the notes was made to qualified investors pursuant to an effective registration statement filed by Delhaize Group with the U.S. Securities and Exchange Commission (SEC) and are not listed on any stock exchange. At the same time, we completed a tender offer for cash prior to maturity of up to €300 million aggregate principal amount of its outstanding €500 million 5.625% senior notes due 2014. The net proceeds of the debt issuance were used in part to fund the partial repurchase of these senior notes of a nominal amount of €191 million at a price of 108.079%. Simultaneously, we entered into (i) matching interest rate swaps to hedge the Group’s exposure to changes in the fair value of the 4.125% notes due, which are designated and documented as a fair value hedge, and (ii) cross-currency swaps, exchanging the principal amount ($300 million for €225 million) and interest payments (both variable), to cover the foreign currency exposure.

During November 2012, we issued €400 million senior fixed rate bonds due 2020 at an annual coupon of 3.125%, issued at 99.709% of their principal amount. Delhaize Group entered into matching interest rate swaps to hedge €100 million of the Group’s exposure to changes in the fair value of the 3.125% bonds due to variability in market interest rates and applied fair value hedge accounting to this portion of the debt. The net proceeds of the issuance were primarily used to fund the following tender offers:

In December 2012, we completed a second tender offer for cash and purchased an aggregate nominal amount of €94 million of the above mentioned €500 million 2014 notes at a price of 107.740%. Following the completion of both offers, an aggregate nominal amount of €215 million of the notes remained outstanding.

Simultaneously, we also completed an offer for cash for any and all of its outstanding $300 million 5.875% senior notes due 2014 and purchased $201 million of the tendered notes at a purchase price of 105.945%. Following the completion of the tender, an aggregate nominal amount of $99 million of the notes remained outstanding. Delhaize Group exercised its right to redeem these remaining outstanding notes, which was completed on January 3, 2013 and prospectively discontinued hedge accounting.

Cross Guarantee Agreement

We are party to a Cross Guarantee Agreement, dated as of May 21, 2007, with Delhaize America and substantially all of our other U.S. subsidiaries, under which each company party to the agreement guarantees fully and unconditionally, jointly and severally Delhaize Group existing financial indebtedness, Delhaize America existing financial indebtedness, specific financial indebtedness of two of our European subsidiaries and all future unsubordinated financial indebtedness of each party to the agreement from the date such party joined the agreement.

If any sum owed to a creditor by a guarantor pursuant to its guarantee under the Cross Guarantee Agreement is not recoverable from such guarantor for any reason whatsoever, then such guarantor is obligated, forthwith upon demand by such creditor, to pay such sum by way of a full indemnity.

As of the date of filing this Form 20-F Report the parties to the Cross Guarantee Agreement are Delhaize Group, Delhaize US Holding, Inc., Delhaize America, Food Lion, LLC, Hannaford Bros. Co., LLC, Risk Management Services, Inc., Martin’s Foods of South Burlington, LLC, Boney Wilson & Sons, Inc., Victory Distributors, LLC, Bottom Dollar Food Northeast, LLC, Delhaize America Shared Services Group, LLC, Retained Subsidiary One, LLC, Delhaize America Distribution, LLC, DZA Brands, LLC, Delhaize America Transportation, LLC (f/k/a Hannaford Trucking Company), and Delhaize America Supply Chain Services, Inc. Information with respect to our subsidiaries that are Cross Guarantors at December 31, 2014 is included in Note 37 to the consolidated financial statements included in this Form 20-F Report. All guarantor subsidiaries are 100% owned by us.

The description of the Cross Guarantee Agreement contained in this Form 20-F Report is qualified in its entirety by reference to a copy of such agreement filed as exhibit 99.2 to our Report on Form 6-K filed with the U.S. Securities and Exchange Commission on May 29, 2007 (second of three reports) and incorporated in this Form 20-F Report by reference.

Financial Indebtedness

Under the Cross Guarantee Agreement, the term “financial indebtedness” of any person means, without duplication (and as each may be amended, modified, extended or renewed from time to time): (i) all obligations of such person under agreements for borrowed money; (ii) all obligations of such person evidenced by bonds, debentures, notes or similar instruments; (iii) all hedging obligations of such person; and (iv) all guarantees by such person of obligations of other persons of the type referred under clauses (i), (ii) or (iii).

85

The term “person” means any individual, company, corporation, firm, partnership, joint venture, association, organization, state or agency or a state or other entity, whether or not having separate legal personality.

The term “hedging obligations” means, with respect to any person, the obligations of such person under: (i) currency exchange, interest rate or commodity swap agreements, cap agreements, floor agreements or collar agreements; and (ii) other similar agreements or arrangements designed to protect such person against fluctuations in currency exchange, interest rates or commodity prices.

Intercompany financial indebtedness is not guaranteed under the Cross Guarantee Agreement.

Ranking; Limit of Liability

The obligations of each company party to the Cross Guarantee Agreement constitute direct, general, unconditional and unsubordinated obligations of such company that shall at all times rank at least pari passu with all of its other existing financial indebtedness set forth on a schedule to the Cross Guarantee Agreement and its future unsubordinated financial indebtedness, save for such obligations as may be preferred by mandatory provisions of law. The obligations of each party under the Cross Guarantee Agreement are limited to the maximum amount that can be guaranteed without constituting a fraudulent conveyance or fraudulent transfer under applicable insolvency laws.

Applicability of Cross Guarantee Agreement

To the extent a guarantor’s guarantee of financial indebtedness is addressed in an agreement to which such guarantor is a party or is otherwise contractually bound, which contains such guarantee, other than the Cross Guarantee Agreement, the Cross Guarantee Agreement does not apply to such guarantor’s guarantee of such financial indebtedness and, to be clear, nothing contained in the Cross Guarantee Agreement in any way supersedes, modifies, replaces, amends, changes, rescinds, waives, exceeds, expands, enlarges or in any way affects the provisions, including warranties, covenants, agreements, conditions, representations or, in general, any of the rights and remedies, and any of the obligations, of such guarantor and any creditor with respect to such guarantee of such financial indebtedness set forth in such other agreement.

Release of Guarantors and Guarantor Obligations

The obligations of a guarantor under the Cross Guarantee Agreement, which we refer to as a released guarantor in this paragraph, any lien created by such released guarantor with respect to such obligations, and the obligations under the Cross Guarantee Agreement of all other guarantors with respect to the financial indebtedness of the released guarantor will be automatically and unconditionally released without any action on the part of any creditor:

• in connection with any sale, exchange, transfer or other disposition by such released guarantor of all or substantially all of the assets of that released guarantor, provided that the proceeds of that sale or other disposition are applied in accordance with the applicable provisions of any applicable financial indebtedness, or

• in connection with any sale, exchange, transfer or other disposition (including by way of merger, consolidation or otherwise), directly or indirectly, of capital stock of such released guarantor, by Delhaize Group or any subsidiary thereof, to any person that is not Delhaize Group or a subsidiary of Delhaize Group, or an issuance by such released guarantor of its capital stock, in each case as a result of which such released guarantor ceases to be a subsidiary of Delhaize Group,

provided, that: (i) such transaction is made in accordance with the applicable provisions of any applicable financial indebtedness; and (ii) such released guarantor is also released from all of its obligations, if any, in respect of all other financial indebtedness of each other guarantor under the Cross Guarantee Agreement.

In addition to any other releases for which a guarantor qualifies under the Cross Guarantee Agreement, notwithstanding any other provision of the Cross Guarantee Agreement to the contrary, without limiting the validity of any agreement into which a guarantor and a creditor may enter, a guarantor that obtains a written release from a creditor releasing such guarantor from its obligations under the Cross Guarantee Agreement with respect to the financial indebtedness owing to such creditor specified in such release shall be so released.

86

Termination of Agreement with Respect to Future Financial Indebtedness

Subject to certain limitations, the Cross Guarantee Agreement may be terminated with respect to a guarantor at any time by such guarantor providing written notice to the other parties to the Cross Guarantee Agreement or by mutual agreement; provided, however, that termination by Delhaize America or any other subsidiary of Delhaize Group party to the Cross Guarantee requires the written consent of Delhaize Group; and provided, further, except as otherwise provided, any termination of the Cross Guarantee Agreement with respect to a guarantor affects neither:

• Such guarantor’s obligations under the Cross Guarantee Agreement in relation to any financial indebtedness that came into existence prior to that termination, nor

• The obligations of the other guarantors with respect to such guarantor’s financial indebtedness that came into existence prior to that termination. Financial indebtedness that comes into existence after that termination shall not be covered by the Cross Guarantee Agreement with respect to the terminating guarantor.

Third Parties

Subject to the release provisions of the Cross Guarantee Agreement discussed under the headings “Cross Guarantee Agreement—Release of Guarantors and Guarantor Obligations” and “—Termination of Agreement with Respect to Future Financial Indebtedness” above, creditors of financial indebtedness guaranteed under the Cross Guarantee Agreement are entitled to rely on the Cross Guarantee Agreement and on the guarantees constituted pursuant to the Cross Guarantee Agreement. The Cross Guarantee Agreement constitutes a stipulation pour autrui or third party beneficiary contract for their benefit. Accordingly, such creditors shall be entitled to rely on and enforce the Cross Guarantee Agreement.

The foregoing description is qualified in its entirety by reference to the Cross Guarantee Agreement, which is filed as Exhibit 99.2 to Delhaize Group’s Report on Form 6-K filed May 29, 2007 and is incorporated herein by reference.

EXCHANGE CONTROLS

See Item 11 “Quantitative and Qualitative Disclosures About Market Risk” in this Form 20-F Report.

TAXATION

The following is a description of U.S. and Belgian tax consequences of owning and disposing of Delhaize Group ADRs and ordinary shares. The discussion applies only to U.S. Holders (as defined below) who hold Delhaize Group ADRs and/or ordinary shares as “capital assets” within the meaning of Section 1221 of the U.S. Internal Revenue Code, and does not address all potential tax effects that may be relevant to U.S. Holders in light of their particular circumstances such as:

• persons who own (actually or constructively) 5% or more of either the total voting power or total value of all capital stock of Delhaize Group or 5% or more of the outstanding ordinary shares of Delhaize Group (including ordinary shares represented by American Depositary Shares);

• persons who are residents of Belgium or engaged in a trade or business in Belgium through a permanent establishment or a fixed base;

• persons subject to the U.S. federal alternative minimum tax;

• persons who acquired their Delhaize Group ADRs or ordinary shares pursuant to the exercise of employee stock options or otherwise as compensation; or

• U.S. Holders who are subject to special treatment under U.S. federal income tax law, such as financial institutions, insurance companies, tax-exempt organizations, retirement plans, dealers in securities, traders in securities that elect to apply a mark-to-market method of accounting and U.S. Holders that hold Delhaize Group ADRs or ordinary shares as a part of a hedge, straddle, constructive sale or conversion transaction.

The following discussion does not address the effect of applicable U.S. state or local tax laws or of U.S. federal tax laws other than those related to the income tax. Tax matters are complicated. Each U.S. Holder is urged to consult such person’s tax advisor regarding the tax consequences of owning and disposing of Delhaize Group ADRs and/or ordinary shares in light of such U.S. Holder’s particular circumstances, including the application of any state, local or foreign tax law.

87

This summary is based on the U.S. Internal Revenue Code of 1986, as amended (the “Code”), its legislative history, existing and proposed U.S. Treasury Regulations promulgated thereunder, published rulings by the U.S. Internal Revenue Service (the “IRS”), the Belgium Income Tax Code, the Belgium Code on Miscellaneous Taxes and Duties, the Belgium Code of Registration Duties, the Convention between the United States of America and the Kingdom of Belgium for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with respect to Taxes on Income (the “Belgium — United States tax treaty”), administrative rulings and practice and judicial precedent in effect at the date of this Form 20-F Report, all of which are subject to change. Any such change, which may or may not be retroactive, could alter the tax consequences discussed in this Form 20-F Report. We have not sought any ruling from the IRS or the Belgian tax authorities with respect to the statements made and the conclusions reached in this summary, and cannot assure you that the IRS or the Belgian tax authorities will agree with such statements or conclusions.

A holder that is treated as a partnership for U.S. federal tax purposes is not subject to U.S. income tax on income derived from holding the Delhaize Group ADRs or ordinary shares. A partner of the partnership may be subject to tax on such income depending on whether (i) the partner is a U.S. Holder and (ii) the partnership is engaged in a U.S. trade or business to which income or gain from the Delhaize Group ADRs or ordinary shares is effectively connected. If you are a partner of a partnership acquiring or holding the Delhaize Group ADRs or ordinary shares, you should consult your tax advisor about the U.S. tax consequences of holding and disposing of the Delhaize Group ADRs or ordinary shares.

Certain U.S. Tax Consequences of Ownership of Delhaize Group ADRs or Ordinary Shares

Ownership of ADRs. For U.S. federal income tax purposes, U.S. Holders of Delhaize Group ADRs will generally be treated as the owners of the Delhaize Group ordinary shares underlying the ADRs.

A “U.S. Holder” means a holder of Delhaize Group ADRs or ordinary shares that is:

^(a)  a citizen or resident of the United States;

^(b)  a corporation or other entity taxable as a corporation, created in or organized under the laws of the United States, any state thereof, or the District of Columbia;

^(c)  an estate the income of which is subject to U.S. federal income tax regardless of its source; or

^(d)  a trust if a U.S. court can exercise primary supervision over the administration of such trust, and one or more U.S. persons have the authority to control all of the substantial decisions of such trust.

Taxation of Distributions. The gross amount of any distributions of cash or property with respect to Delhaize Group’s ordinary shares, including amounts withheld in respect of Belgian withholding taxes, will be included in income by a U.S. Holder as foreign source dividend income at the time of receipt to the extent such distributions are made from the current and accumulated earnings and profits, as determined under U.S. federal income tax principles, of Delhaize Group. In the case of a U.S. Holder of Delhaize Group ADRs, the time of receipt of such a distribution generally will be the date of receipt by the depositary. Dividends paid to a non-corporate U.S. Holder in tax years beginning on or after January 1, 2013 that constitute “qualified dividend income” are taxable currently at a maximum income tax rate of 20%, provided that certain holding period and other requirements are met. Dividends paid to U.S. corporate holders with respect to Delhaize Group ordinary shares or ADRs will not be eligible for the dividends received deduction. To the extent, if any, that the amount of any distribution by Delhaize Group exceeds current and accumulated earnings and profits, as determined under U.S. federal income tax principles, it will be treated first as a tax-free return of capital to the extent of the U.S. Holder’s tax basis in Delhaize Group ordinary shares or ADRs, as the case may be, and thereafter as capital gain.

Subject to certain limitations, a U.S. Holder may claim a foreign tax credit against its federal income taxes for Belgian tax withheld from dividends. U.S. Holders who do not choose to claim a foreign tax credit may instead claim a deduction for Belgian tax withheld, in computing taxable income. Under the Internal Revenue Code, the limitation on foreign taxes eligible for credit is calculated separately with respect to specific classes of income. U.S. Holders should consult their tax advisors regarding the application of these rules. Special rules apply in determining the foreign tax credit limitation with respect to dividends that are subject to the 20% maximum income tax rate described above.

If dividends are paid in euros, the amount of the dividend distribution includible in the income of a U.S. Holder will be the U.S. dollar value of the payments made in euros, determined at the spot exchange rate between euros and U.S. dollars on the date the dividend is includible in the income of the U.S. Holder, regardless of whether the payment is in fact converted into U.S. dollars. Generally, gain or loss, if any, resulting from currency fluctuations during the period from the date the dividend is paid to the date such payment is converted into U.S. dollars will be treated as ordinary gain or loss. A U.S. Holder may be required to recognize foreign currency gain or loss on the receipt of a refund in respect of Belgian withholding tax to the extent the U.S. dollar value of the refund differs from the U.S. dollar equivalent of that amount on the date of receipt of the underlying dividend. Generally, the gain or loss will be income or loss from sources within the U.S. for foreign tax credit limitation purposes.

88

Disposition. A U.S. Holder generally will recognize gain or loss on the sale or exchange of Delhaize Group ordinary shares or Delhaize Group ADRs equal to the difference between the amount realized on such sale or exchange and the U.S. Holder’s tax basis in the Delhaize Group ordinary shares or ADRs, as the case may be. Any gain or loss will be capital gain or loss, and will be long-term capital gain or loss if the Delhaize Group ordinary shares or ADRs, as the case may be, were held for more than one year. For non-corporate U.S. Holders, long-term capital gains recognized in tax years beginning on or after January 1, 2013 are currently subject to a maximum U.S. federal income tax rate of 20%. The deduction for capital losses is subject to limitations. A gain or loss, if any, recognized by a U.S. Holder generally will be treated as U.S. source income or loss for U.S. foreign tax credit purposes. The deductibility of losses is subject to limitations.

Medicare Tax. Under the “Health Care and Education Reconciliation Act of 2010,” dividends received or capital gains recognized by individuals and trusts with respect to the Delhaize Group ordinary shares of Delhaize Group ADRs may be subject to a new 3.8% Net Investment Income Tax “Medicare Tax” imposed for tax years beginning after 2012. This tax will generally apply to the net investment income of individuals and trusts if the adjusted gross income of such taxpayers exceeds certain threshold levels. The threshold levels are $250,000 in the case of married couples filing joint tax returns and $200,000 in the case of single individuals. The threshold level for trusts is the amount at which the highest marginal income tax bracket for trusts begins for the taxable year.

Passive Foreign Investment Company. U.S. Holders should be aware that special U.S. tax laws would apply to U.S. Holders of Delhaize Group ordinary shares and ADRs if Delhaize Group is characterized as a passive foreign investment company (“PFIC”). Delhaize Group believes that it is not, nor will it become, a PFIC. However, since PFIC status is a factual matter that must be determined annually, Delhaize Group can provide no assurance as to such conclusion.

U.S. Backup Withholding and Information Reporting. A U.S. Holder may, under certain circumstances, be subject to certain information reporting requirements and backup withholding tax at a current rate of 28% with respect to dividends paid on the Delhaize Group ordinary shares or ADRs, or the proceeds of sale of Delhaize Group ordinary shares or ADRs, unless such U.S. Holder (a) is a corporation or comes within certain other exempt categories, and when required, demonstrates this fact or (b) provides a correct taxpayer identification number, certifies that such U.S. Holder is not subject to backup withholding and otherwise complies with applicable requirements of the backup withholding rules. A U.S. Holder who does not provide a correct taxpayer identification number may be subject to penalties imposed by the U.S. Internal Revenue Service. Any amount withheld under these rules will generally be creditable against the holder’s U.S. federal income tax liability. Under recent legislation, certain U.S. holders will be required to report information with respect to Delhaize Group ordinary shares or ADRs that are held through foreign accounts. U.S. Holders who fail to report information required could become subject to substantial penalties. Holders are advised to consult their own tax advisors as to the applicability of the information reporting and backup withholding rules to their ownership and disposition of the Delhaize Group ordinary shares or ADRs.

Certain Belgian Tax Consequences of Ownership of Delhaize Group ADRs or Ordinary Shares

Ownership of ADRs. In addition to the assumptions mentioned above, it is also assumed in this discussion that for purposes of the domestic Belgian tax legislation, the owners of Delhaize Group ADRs will be treated as the owners of Delhaize Group ordinary shares represented by such ADRs and that the ADRs will be treated as the shares represented by such ADRs. Therefore, in this discussion no distinction is made between ordinary shares and ADRs and reference is only made to ADRs, unless otherwise stipulated. However, the above assumption has not been confirmed or verified with the Belgian Tax Authorities.

Taxation of distributions. For Belgian income tax purposes, dividends include:

^(a)  all benefits from shares attributed to the shareholders by or on behalf of the Company, in any form whatsoever, including liquidation and redemption proceeds; and

^(b)  reimbursements of share capital and issuance premiums (except for reimbursements carried out in accordance with the provisions of the Belgian Companies Code and to the extent the statutory capital and issuance premiums qualify as so-called fiscal capital).

Generally, dividends distributed by a Belgian resident company (including liquidation proceeds, i.e., the amount reimbursed to shareholders in excess of the paid-in capital upon liquidation) are subject to a 25% withholding tax under Belgian domestic law. However, redemption proceeds paid on shares listed on a regulated market (such as Eurolist by Euronext Brussels) are, in principle, exempted from the 25% Belgian withholding tax provided the transaction was carried out on Eurolist by Euronext or another similar stock market. The dividends distributed with respect to the ADRs will be subject to a 25% withholding tax rate.

89

Withholding Tax Reduction Under Belgium-United States Tax Treaty. Under the Belgium-United States tax treaty, the Belgian withholding tax will be reduced to 15% of the gross amount of the dividends if the U.S. Holder, a resident of the United States for purposes of the treaty, is the beneficial owner of the Delhaize Group ADRs and is entitled to the benefits of the treaty under the limitation of benefits article included in the treaty. The rate is further reduced to 5% if the U.S. Holder owns directly at least 10% of the voting stock. No withholding tax is however applicable if the beneficial owner of the dividend is i) a company, resident of the U.S. that has owned directly shares representing at least 10% of the capital of Delhaize Group for a 12-month period ending on the date the dividend is declared, or ii) a pension fund, resident of the U.S. provided that the dividends are not derived from carrying on a business by the pension fund or through an associated enterprise.

Generally, the full Belgian withholding tax must be withheld by Delhaize Group (i.e., 25% of the gross amount of the dividends, without taking into consideration the applicable treaty rate). Qualifying U.S. Holders may make a claim for reimbursement of the amounts withheld in excess of the treaty rate by filing a Form 276 Div.-Aut. with the Bureau Central de Taxation Bruxelles-Etranger at the following address: FINTO, Bureau Central de Taxation Bruxelles-Etranger, Boulevard du Jardin Botanique 50 (18 étage P) bte 3429, B-1000 Brussels, Belgium (phone: +32 2 576 90 09, fax: +32 2 579 68 42, e-mail: bct.cd.bruxelles.etr@minfin.fed.be). As a general rule, the reduced treaty rate can also be obtained at source. A U.S. Holder should file, within eight days following the attribution of the dividend, a duly completed Form 276 Div.-Aut. with Delhaize Group. U.S. Holders should consult their own tax advisors as to whether they qualify for the reduced withholding upon the payment or attribution of dividends, and as to the procedural requirements for obtaining the reduced withholding rate immediately at source upon the attribution or payment of the dividends or through the filing of a claim for reimbursement.

Withholding Tax Reduction under Belgian tax law. Provided that the required formalities are complied with, dividends paid by Delhaize Group to certain U.S. pension funds are exempted from withholding tax pursuant to Belgian domestic tax law, subject to the following cumulative conditions: they are neither conducting a business nor engaged in any activity of a lucrative nature, their statutory purpose is limited to the management and investment of funds raised in order to pay statutory or complementary pensions, and they are exempted from income tax in the United States.

Disposition. According to the Belgium-United States tax treaty, capital gains derived by a U.S. Holder from the sale, exchange or other disposition of ADRs are exempt from Belgian tax, provided such U.S. Holder qualifies as a resident of the United States who is entitled to the benefits of this treaty and the ADRs do not form part of a business property of a Belgian permanent establishment.

Inheritance Duty and Gift Tax. A transfer of Delhaize Group ADRs by reason of death will not be subject to Belgian inheritance duty provided that the deceased is not domiciled in Belgium and does not have the seat of his estate or fortune in Belgium at the time of his death.

A transfer of Delhaize Group ADRs by gift will be subject to Belgian gift taxes only if the deed incorporating the gift is registered in Belgium. Gifts executed by a Belgian notarial deed must be registered in Belgium and will consequently be subject to gift tax.

Belgian Tax on Stock Market Transactions. The tax on stock market transactions (taxe sur les opérations de bourse, or “TOB”) is not due from non-Belgian resident investors acting for their own account if they provide a certificate evidencing their non-resident status.

The TOB is due when investors purchase or sell shares through a Belgian professional intermediary. The TOB is due in the amount of 0.27% (but limited to €800 per transaction and per party) on the purchase and on the sale in Belgium of existing shares of a Belgian company.

The following persons do not need to pay the TOB:

• professional intermediaries referred to in Article 2, 9° and 10° of the Law of August 2, 2002 acting for their own account;

• insurance companies referred to in Article 2, §1 of the Law of July 9, 1975 acting for their own account;

• pension funds referred to in Article 2, 1 of the Law of October 27, 2006 acting for their own account;

• undertakings for collective investment referred to in Part II of the Law of July 20, 2004 acting for their own account; and

• non-residents, acting for their own account, upon delivery of a certificate of non-residence.

90

No Belgian tax on stock market transactions will thus be due by U.S. Holders on the subscription, purchase or sale of ADRs, if the U.S. Holders are acting for their own account. In order to benefit from this exemption, the U.S. Holders must file with the Belgian professional intermediary a certificate evidencing that they are non-residents for Belgian tax purposes.

DOCUMENTS ON DISPLAY

Copies of this Form 20-F Report of Delhaize Group, the exhibits referred to within this Form 20-F Report and our Articles of Association are available for review upon request at the corporate office of Delhaize Group located at Square Marie Curie 40, 1070 Brussels, Belgium (tel. +32-2-412-2151). In addition, Delhaize Group files reports and other information with the SEC. Any documents that Delhaize Group files with the SEC may be read and copied at the SEC’s public reference rooms at 100 F Street, N.E., Washington, D.C. 20549. The SEC also maintains a website at www.sec.gov that contains reports and other information regarding companies that file electronically with the SEC. This Form 20-F Report and other information submitted electronically to the SEC by Delhaize Group may be accessed through the SEC’s website.

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Information About Market Risk

See the information under “Factors Affecting Financial Condition and Results of Operations” located in Item 5 “Operating and Financial Review and Prospects” above.

Exchange Rates

Fluctuations in the exchange rate between the euro and the U.S. dollar will affect the U.S. dollar price of Delhaize Group ADRs that are listed on the New York Stock Exchange. In addition, since any cash dividends that Delhaize Group pays to its shareholders will be denominated in euros, exchange rate fluctuations will affect the U.S. dollar amounts that owners of ADRs will receive on conversion of dividends.

See the information under the headings entitled “Selected Financial Data — Exchange Rates” and “Risk Factors — Risks Relating to Our Securities and Our Incorporation in Belgium” under Item 3 “Key Information” and the heading titled “Factors Affecting Financial Condition and Results of Operations” under Item 5 “Operating and Financial Review and Prospects.”

Exchange Controls

There are no foreign exchange controls in place in Belgium. The amount of cash payments that may be remitted by Delhaize Group to residents of the United States is not legally capped.

However, Delhaize group is in principle under an obligation to report to the National Bank of Belgium certain cross-border payments, transfers of funds, investments and other transactions in accordance with applicable balance-of-payments statistical reporting obligations. Where a cross-border transaction is carried out by a Belgian credit institution on behalf of Delhaize Group, the credit institution will in certain circumstances be responsible for the reporting obligations.

Ownership of Delhaize Group Shares

The European Takeover Directive 2004/25/EC of 21 April 2004 has been implemented in Belgium through the law of 1 April 2007 on public takeovers (the Takeover Law), the Royal Decree of 27 April 2007 on public takeovers (the Takeover Decree) and the Royal Decree of 27 April 2007 on squeeze-out bids. Most provisions of this new takeover regime entered into force on 1 September 2007.

The main regulatory authority for public bids in Belgium is the Financial Services and Markets Authority (FSMA). It controls compliance with the applicable rules by all parties to bids and, in practice, interprets the rules in accordance with their underlying purpose.

The Takeover Decree provides specific rules for voluntary bids and mandatory bids.

91

Voluntary bids

The rules of the Belgian Takeover Decree on voluntary bids will apply where there is a public offer in Belgium to acquire securities in Delhaize Group. For the purpose of the Takeover Law, a public takeover is an offer to holders of securities of a company aimed at acquiring all or part of their securities. The test is whether the bid is public for Belgian law purposes. Under the Takeover Law, a bid is deemed to be public in Belgium if it meets either of the following conditions:

^(a)  a communication is made in Belgium in any form and by any means presenting sufficient information about the terms of the bid to enable a holder of securities to decide whether to transfer its securities, and this communication is made by the bidder (or by a person acting on behalf of or in concert with the bidder); or

^(b)  the bidder (or a person acting on behalf of or in concert with the bidder) uses any advertising medium (including circulars or any standard documents, whether for pure information or for solicitation purposes, even when addressed personally to specific people) that announces or recommends the bid.

For the purposes of the conditions set out above, any person receiving either direct or indirect remuneration in connection with the bid is deemed to be acting on behalf of or in concert with the bidder.

Despite this, the following offers made in Belgium are not considered public under Belgian law:

^(a)  offers for securities held solely by ‘qualified investors’ within the meaning of article 10 of the law of 16 June 2006 relating to public offerings of securities and the admission of securities to trading on regulated markets (which implements in Belgium the EU Prospectus Directive 2003/71/EC of 4 November 2003);

^(b)  offers to fewer than 150 persons, other than ‘qualified investors’ within the meaning of the law of 16 June 2006 referred to above; and

^(c)  offers for securities whose denomination per unit amounts to at least 100,000.

Mandatory bids

Under the regime applicable from 1 September 2007, a mandatory takeover bid must be launched where a person (and/or persons acting together) acquires more than 30% of the voting securities in a Belgian company whose securities are admitted to trading on a regulated market, such as Euronext Brussels. The Takeover Decree provides for certain exemptions to the obligation to launch a mandatory bid when the 30% threshold is exceeded.

The price to be offered to shareholders in a mandatory bid must be at least equal to the higher of:

^(a)  the highest price paid for the securities subject to the bid by the bidder (or persons acting in concert with it) during the 12 months preceding the bid announcement; and

^(b)  the weighted average market price of such securities during the 30 calendar days preceding the event triggering the obligation to launch the mandatory bid (i.e., when the 30% threshold is reached).

Prior to making a bid, a bidder must issue a prospectus which must be approved by the FSMA.

In case of a public takeover bid, the transaction is subject to approval by the European Commission under the EC Merger Regulation if:

^(a)  the combined aggregate world-wide turnover of the bidder and the target to be acquired exceeds €5 billion; and

^(b)  the European Union-wide turnover of each of the bidder and the target to be acquired exceeds €250 million,

provided, however, that the transaction is not subject to approval by the European Commission where each of the bidder and the target to be acquired achieves more than two-thirds of its aggregate European Union-wide turnover within one and the same member state;

92

or if:

^(a)  the combined aggregate worldwide turnover of the bidder and the target to be acquired exceeds €2.5 billion;

^(b)  the European Union-wide turnover of each of the bidder and the target to be acquired exceeds €100 million;

^(c)  in each of at least three Member States, the combined aggregate turnover of the bidder and the target to be acquired exceeds €100 million; and

^(d)  in each of at least three Member States mentioned in (c) above, the aggregate turnover of each of the bidder and the target to be acquired exceeds €25 million;

provided, however, that the transaction is not subject to approval by the European Commission where each of the bidder and the target to be acquired achieves more than two-thirds of its aggregate European Union-wide turnover in one and the same member state.

For purposes of the EU Merger Regulation, the relevant turnover is the amount derived from the sale of products and the provision of services in the previous financial year (subject to certain adjustments) and the turnover of the bidder is the aggregate turnover of the group or person that controls the bidder and of all entities controlled by that group or person.

The acquisition of a business through a public takeover bid that does not fall within the scope of the EU Merger Regulation may be subject to approval by one or several national competition authorities. It will be subject to approval by the Belgian Competition Authority under Book IV of the Belgian Code of Economic Law if:

(1) the combined aggregate turnover in Belgium of the bidder and the target to be acquired exceeds €100 million; and

(2) the turnover in Belgium of each of the bidder and the target to be acquired exceeds €40 million.

For purposes of the Belgian Competition Act, the relevant turnover is the amount derived from the sale of products and the provision of services in the previous financial year on the Belgian market (subject to certain adjustments) and the turnover of the bidder is the aggregate turnover of the group or person that controls the bidder and of all entities controlled by that group or person.

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Reference is made to the disclosure under the subheading Item 10 “Additional Information — Summary of Provisions of the Articles of Association and Other Matters — Description of Delhaize Group American Depositary Shares — Fees and Expenses Payable by Delhaize Group ADS Holders” and “— Depositary Payments to Delhaize Group,” which is incorporated by reference herein.

PART II

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

None.

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

None.

ITEM 15. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as of the end of the period covered by this Form 20-F Report. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of such date, our disclosure controls and procedures are effective.

93

Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as the term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Because of its inherent limitations, internal control over financial reporting, even when determined to be effective, may not prevent or detect all misstatements and can only provide reasonable assurance with respect to the reliability of financial reporting.

Our management, including our Chief Executive Officer and our Chief Financial Officer, has established and operates its internal control and risk management systems in a manner that is consistent with guidelines issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), the 2013 Framework. Our management concluded that our internal control over financial reporting was effective as of December 31, 2014.

Attestation Report of the Registered Public Accounting Firm

DELOITTE Bedrijfsrevisoren / Réviseurs d’Entreprises BV o.v.v.e. CVBA/SC s.f.d. SCRL, the independent registered public accounting firm that audited the financial statements included in this Form 20-F Report, has issued an attestation report on internal control over financial reporting on page F-1 of this Form 20-F Report.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting, as the term is defined in Rules 13a-15(t) and 15d-15(f) under the Exchange Act, that occurred during the period covered by this Form 20-F Report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

ITEM 16. [RESERVED]

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT

Our board of directors has determined that Ms. Claire H. Babrowski, Ms. Elizabeth Doherty, Mr. Jack L. Stahl and Mr. Luc Vansteenkiste are “audit committee financial experts” as defined in Item 16A of Form 20-F under the Exchange Act. Our board of directors has also determined that all members of our audit committee are “independent” as defined in the listing standards of the New York Stock Exchange and the SEC rules under the Exchange Act.

ITEM 16B. CODE OF ETHICS

We have adopted a Guide for Ethical Business Conduct, which applies to all our employees and directors, including our Chief Executive Officer, our Chief Financial Officer, and other senior financial officers. Our Guide for Ethical Business Conduct is intended to meet the definition of “code of ethics” under Item 16B of Form 20-F under the Exchange Act. Our Guide for Ethical Business Conduct is posted on our website and may be accessed at www.delhaizegroup.com.

ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Fees and Services. The following table details the aggregate fees of our principal accountant, Deloitte Réviseurs d’Entreprises SC sfd SCRL, and its affiliates with respect to the last two fiscal years for various services:

Type of Services Provided (amounts in euros)	2014		2013
Audit Fees(a)		2,537,989		2,767,438
Audit-Related Fees(b)		91,981		18,504
Tax Fees(c)		196,950		225,205
All Other Fees(d)		29,775		24,904

^(a)  Audit fees for the years ended December 31, 2014 and 2013 consist, for purposes of U.S. law, of fees for professional services rendered for the audits and reviews of the consolidated financial statements of Delhaize Group and other services normally provided in connection with statutory and regulatory filings, which mainly include the statutory audits of financial statements of Delhaize Group subsidiaries.

^(b)  Audit-related fees for the years ended December 31, 2014 and 2013 consist, for purposes of U.S. law, of fees for services that are traditionally performed by the independent accountants. These services include consultations concerning financial accounting and reporting, and the issuance of comfort letters.

^(c)  Tax fees for the year ended December 31, 2014 and 2013 consist of fees for tax compliance, tax advice and tax planning.

^(d)  All other fees for the year ended December 31, 2014 and 2013 consist primarily of fees for consulting services.

94

All audit related fees and tax fees for the years ended December 31, 2014 and 2013 were pre-approved under the pre-approval policies of the Audit Committee.

Audit Committee Pre-Approval Policies and Procedures. Our Board of Directors has adopted a Delhaize Group Audit Committee Pre-Approval Policy that sets forth procedures and conditions for pre-approving audit, audit-related and non-audit services performed by a public accounting firm that acts as the statutory independent registered public auditor (including affiliates, the “Auditor”) responsible for auditing the consolidated and unconsolidated financial statements of Delhaize Group and its subsidiaries and affiliates. The Audit Committee may delegate pre-approval authority to one or more of its independent members, and approval by such member or members within the parameters of the policy will constitute approval of the Audit Committee. The member or members to whom such authority is delegated must report any pre-approval decisions to the Audit Committee at its next meeting. Pre-approved fee levels for all services to be provided by the Auditor to the Company and its subsidiaries are established periodically by the Audit Committee. Any proposed services exceeding these levels will require separate pre-approval by the Audit Committee. With respect to each proposed pre-approved service, the Auditor will provide appropriate documentation, which will be provided to the Audit Committee, regarding the specific services to be provided.

ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

Not applicable.

ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

The following table sets forth certain information related to purchases made by Delhaize Group of its shares (in thousands, except the number of shares) and includes the automatic exercise under certain conditions of call options on our own shares:

Period	Total Number of Shares Purchased		Average Price Paid per Share (EUR)		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Approximate Euro Value of Shares that May Yet Be Purchased under the Plans or Programs (in millions) (a)
March 2015		233,031		73.12		233,031		42
February 2015		—		—		—
January 2015		79,021		49.59		79,021
December 2014		31,845		49.38		31,845
November 2014		70,306		49.61		70,306
October 2014		55,653		49.55		55,653
September 2014		—		—		—
August 2014		—		—		—
July 2014		32,335		49.57		32,335
Total		—		—		—

^(a)  In May 2004, Delhaize Group’s Board of Directors approved the repurchase of up to €200 million of the Company’s shares or ADRs from time to time in the open market, in compliance with applicable law and subject to and within the limits of an outstanding authorization granted to the Board by the shareholders (see note (c), to satisfy exercises under the stock option plans that Delhaize Group offers its employees. No time limit has been set for these repurchases and they may be discontinued at any time. On August 3, 2011, the Board of Directors approved the increase of the amount remaining for repurchases under the May 2004 repurchases approval to €100 million to satisfy exercises under the stock option plans that Delhaize Group and/or its subsidiaries offer to employees and to hedge certain stock option plan exposures.

ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

None.

95

ITEM 16G. CORPORATE GOVERNANCE

Disclosure in accordance with the listing standards of the New York Stock Exchange (NYSE)

Delhaize Group, as a non-U.S. company listed on the New York Stock Exchange (“NYSE”), is permitted to follow home country practice in lieu of certain corporate governance provisions of the NYSE applicable to U.S. domestic companies listed on the NYSE. In accordance with SEC and NYSE requirements, Delhaize Group must disclose any significant ways in which its corporate governance practices differ from those followed by U.S. domestic companies under NYSE listing standards. Delhaize Group believes that its corporate governance practices are consistent with those followed by U.S. domestic companies under NYSE listing standards.

Belgian Corporate Governance Code Declaration

We, like other publicly traded companies in Belgium, are subject to the Belgian Code on Corporate Governance, which we refer to as the Corporate Governance Code, that recommends specific governance practices. In line with the “comply-or-explain” principle of the Corporate Governance Code, we concluded in 2014 that Delhaize Group was in compliance with the provisions of the Corporate Governance Code.

ITEM 16H. MINE SAFETY DISCLOSURE

Not applicable.

PART III

ITEM 17. FINANCIAL STATEMENTS

Not applicable. See Item 18 “Financial Statements” below.

96

ITEM 18. FINANCIAL STATEMENTS

INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS

AT DECEMBER 31, 2014, 2013 AND 2012 AND FOR EACH OF THE THREE YEARS

IN THE PERIOD ENDED DECEMBER 31, 2014.

Consolidated Balance Sheet	F-2
Consolidated Income Statement	F-4
Consolidated Statement of Comprehensive Income	F-5
Consolidated Statement of Changes in Equity	F-6
Consolidated Statement of Cash Flows	F-9
Notes to the Financial Statements	F-10

97

ITEM 19. EXHIBITS

Exhibit No.	Description
1.1	Articles of Association of Delhaize Group (English translation)
2.1	Indenture, dated as of April 15, 2001, by and among Delhaize America, Food Lion, LLC and The Bank of New York, as trustee (incorporated by reference to Exhibit 10.1 to Delhaize America’s current report on Form 8-K/A (File No. 1-15275) filed with the SEC on April 26, 2001)
2.2	First Supplemental Indenture, dated as of April 19, 2001, by and among Delhaize America, Food Lion, LLC and The Bank of New York, as trustee (incorporated by reference to Exhibit 10.2 to Delhaize America’s current report on Form 8-K/A (File No. 1-15275) filed with the SEC on April 26, 2001)
2.3	Second Supplemental Indenture, dated as of September 6, 2001, by and among Delhaize America, Food Lion, LLC, Hannaford Bros. Co., Kash n’ Karry Food Stores, Inc. and The Bank of New York, as Trustee (incorporated by reference to Exhibit 4(e) to Delhaize America’s Registration Statement on Form S-4 (File No. 333-69520) filed with the SEC on September 17, 2001)
2.4	Form of Third Supplemental Indenture, dated as of November 15, 2001, by and among Delhaize America, Food Lion, LLC, Hannaford Bros. Co., Kash n’ Karry Food Stores, Inc., FL Food Lion, Inc., Risk Management Services, Inc., Hannbro Company, Martin’s Foods of South Burlington, Inc., Shop N Save-Mass., Inc., Hannaford Procurement Corp., Boney Wilson & Sons, Inc. and The Bank of New York, as Trustee (incorporated by reference to Exhibit 4(f) of Amendment No. 2 to Delhaize America’s Registration Statement on Form S-4 (File No. 333-69520) filed with the SEC on November 15, 2001)
2.5	Fourth Supplemental Indenture, dated March 10, 2004 and effective as of December 31, 2003, by and among Delhaize America, Inc., Food Lion, LLC, Hannaford Bros. Co, Kash n’ Karry Food Stores, Inc., FL Food Lion, Inc., Risk Management Services, Inc., Hannbro Company, Martin’s Foods of South Burlington, Inc., Shop ‘n Save-Mass, Inc., Hannaford Procurement Corp., Boney Wilson & Sons, Inc., J.H. Harvey Co., LLC, Hannaford Licensing Corp. and The Bank of New York, as Trustee (incorporated by reference to Exhibit 4(h) to Delhaize America’s Annual Report on Form 10-K (File No. 0-6080) filed with the SEC on April 2, 2004)
2.6	Fifth Supplemental Indenture, dated as of May 17, 2005, by and among Delhaize America, Food Lion, LLC, Hannaford Bros. Co., Kash N’ Karry Food Stores, Inc., FL Food Lion, Inc., Risk Management Services, Inc., Hannbro Company, Martin’s Foods Of South Burlington, Inc., Shop ‘N Save-Mass., Inc., Hannaford Procurement Corp., Boney Wilson & Sons, Inc., J.H. Harvey Co., LLC, Hannaford Licensing Corp., Victory Distributors, Inc. and The Bank of New York, as Trustee (incorporated by reference to Exhibit 4 to Delhaize America’s Quarterly Report on Form 10-Q filed May 17, 2005)
2.7	Agreement of Resignation, Appointment and Acceptance, dated as of April 19, 2006, among Delhaize America, the guarantors signatory thereto, and The Bank of New York, as resigning trustee, and The Bank of New York Trust Company, N.A., as new trustee (incorporated by reference to Exhibit 4(k) to Delhaize America’s Annual Report on Form 10-K filed March 30, 2007)
2.8	Sixth Supplemental Indenture, dated as of May 21, 2007, among Delhaize America, Inc, as issuer, Delhaize Group, Food Lion, LLC, Hannaford Bros. Co., Kash n’ Karry Food Stores, Inc., FL Food Lion, Inc., Risk Management Services, Inc., Hannbro Company, Martin’s Foods of South Burlington, Inc., Shop ‘n Save-Mass, Inc., Hannaford Procurement Corp., Boney Wilson & Sons, Inc., J.H. Harvey Co., LLC, Hannaford Licensing Corp. and Victory Distributors, Inc. and The Bank of New York Trust Company N.A., as Trustee, to that certain Indenture, dated as of April 15, 2001 (incorporated by reference to Exhibit 99.5 to Delhaize Group’s Report on Form 6-K, filed on May 29, 2007)

98

Exhibit No.	Description
2.9	Seventh Supplemental Indenture, dated as of December 17, 2009, among Delhaize America, Inc., Delhaize Group, Food Lion, LLC, Hannaford Bros. Co., Kash n’ Karry Food Stores, Inc., FL Food Lion, Inc., Risk Management Services, Inc., Hannbro Company, Martin’s Foods of South Burlington, Inc., Boney Wilson & Sons, Inc., J.H. Harvey Co., LLC, Hannaford Licensing Corp., Victory Distributors, Inc., and The Bank of New York Mellon Trust Company, N.A., as Trustee, to that certain Indenture, dated as of April 15, 2001 (incorporated by reference to Exhibit 2.9 to Delhaize Group’s Annual Report on Form 20-F, filed on June 28, 2010)
2.10	Indenture, dated as of June 27, 2007, by and among Delhaize Group and The Bank of New York, as trustee (incorporated by reference to Exhibit 2.11 to Delhaize Group’s Annual Report on Form 20-F, filed on June 29, 2007)
2.11	Indenture, dated as of June 27, 2007, by and among Delhaize Group and The Bank of New York, as trustee (incorporated by reference to Exhibit 2.12 to Delhaize Group’s Annual Report on Form 20-F, filed on June 29, 2007)
2.12	Deposit Agreement, dated as of June 27, 2007, among Delhaize Group, The Bank of New York and the owners of book-entry interests (incorporated by reference to Exhibit 2.13 to Delhaize Group’s Annual Report on Form 20-F, filed on June 29, 2007)
2.13	Indenture, dated as of October 8, 2010, by and between Delhaize Group and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.3 to Delhaize Group’s Registration Statement on Form F-4 (File No. 333-171613) filed with the SEC on January 7, 2011)
2.14	Form of Global Security representing Delhaize Group’s 5.70% Senior Notes due 2040 (incorporated by reference to Exhibit 4.3 to Delhaize Group’s Registration Statement on Form F-4 (File No. 333-171613) filed with the SEC on January 7, 2011)
2.15	Deposit Agreement, dated as of October 8, 2010, by and between Delhaize Group and The Bank of New York Mellon and the owners of book-entry interests (incorporated by reference to Exhibit 4.5 to Delhaize Group’s Registration Statement on Form F-4 (File No. 333-171613) filed with the SEC on January 7, 2011)
2.16	Domiciliary Agency Agreement, dated as of October 8, 2010, by and between Delhaize Group and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.6 to Delhaize Group’s Registration Statement on Form F-4 (File No. 333-171613) filed with the SEC on January 7, 2011)
4.1	Agreement and Plan of Share Exchange dated November 16, 2000 by and between Delhaize Group and Delhaize America, as amended (incorporated by reference to Annex A to Delhaize Group’s registration statement on Form F-4 (File No. 333-13302) filed with the SEC on March 23, 2001)
4.2	Cross Guarantee Agreement, dated May 21, 2007, by and among Delhaize Group, Delhaize America, Inc. Food Lion, LLC, Hannaford Bros. Co., Kash n’ Karry Food Stores, Inc., FL Food Lion, Inc., Risk Management Services, Inc., Hannbro Company, Martin’s Foods of South Burlington, Inc., Shop ‘n Save-Mass, Inc., Hannaford Procurement Corp., Boney Wilson & Sons, Inc., J.H. Harvey Co., LLC, Hannaford Licensing Corp. and Victory Distributors, Inc. (incorporated by reference to Exhibit 99.2 to Delhaize Group’s Report on Form 6-K, filed on May 29, 2007)
4.3	Joinder Letter Agreement, dated December 18, 2009, by Delhaize US Holding, Inc., whereby Delhaize US Holding, Inc. agrees to be bound as a Guarantor by all of the terms, covenants and conditions set forth in the Cross-Guarantee Agreement (incorporated by reference to Exhibit 4.7 to Delhaize Group’s Annual Report on Form 20-F, filed on June 28, 2010)

99

Exhibit No.	Description
4.4	Joinder Letter Agreement, dated April 3, 2013, by Bottom Dollar Food Northeast, LLC, whereby Bottom Dollar Food Holding, LLC agrees to be bound as a Guarantor by all of the terms, covenants and conditions set forth in the Cross-Guarantee Agreement (incorporated by reference to Exhibit 4.9 to Delhaize Group’s Annual Report on Form 20-F, filed on April 26, 2013 )
4.5	Joinder Letter Agreement, dated November 22, 2013, by DZA Brands, LLC, whereby DZA Brands, LLC agrees to be bound as a Guarantor by all of the terms, covenants and conditions set forth in the Cross-Guarantee Agreement (incorporated by reference to Exhibit 4.9 to Delhaize Group’s Annual Report on Form 20-F, filed on April 25, 2014)
4.6	Joinder Letter Agreement, dated November 22, 2013, by Delhaize America Supply Chain Services, Inc., whereby Delhaize America Supply Chain Services, Inc. agrees to be bound as a Guarantor by all of the terms, covenants and conditions set forth in the Cross-Guarantee Agreement (incorporated by reference to Exhibit 4.10 to Delhaize Group’s Annual Report on Form 20-F, filed on April 25, 2014)
4.7	Joinder Letter Agreement, dated November 22, 2013, by Delhaize America Shared Services Group, LLC, whereby Delhaize America Shared Services Group, LLC agrees to be bound as a Guarantor by all of the terms, covenants and conditions set forth in the Cross-Guarantee Agreement (incorporated by reference to Exhibit 4.11 to Delhaize Group’s Annual Report on Form 20-F, filed on April 25, 2014)
4.8	Joinder Letter Agreement, dated November 22, 2013, by Delhaize America Distribution, LLC, whereby Delhaize America Distribution, LLC agrees to be bound as a Guarantor by all of the terms, covenants and conditions set forth in the Cross-Guarantee Agreement (incorporated by reference to Exhibit 4.12 to Delhaize Group’s Annual Report on Form 20-F, filed on April 25, 2014)
4.9	Joinder Letter Agreement, dated November 22, 2013, by Retained Subsidiary One, LLC, whereby Retained Subsidiary One, LLC agrees to be bound as a Guarantor by all of the terms, covenants and conditions set forth in the Cross-Guarantee Agreement (incorporated by reference to Exhibit 4.13 to Delhaize Group’s Annual Report on Form 20-F, filed on April 25, 2014)
4.10	Joinder Letter Agreement, dated November 22, 2013, by Hannaford Trucking Company (now known as Delhaize America Transportation, LLC), whereby Hannaford Trucking Company agrees to be bound as a Guarantor by all of the terms, covenants and conditions set forth in the Cross-Guarantee Agreement (incorporated by reference to Exhibit 4.14 to Delhaize Group’s Annual Report on Form 20-F, filed on April 25, 2014)
4.11	Form of Second Amended and Restated Deposit Agreement among Delhaize Group, Citibank N.A. and the holders and beneficial owners of American Depositary Shares issued thereunder (incorporated by reference to Exhibit (a)(i) to Delhaize Group’s Post Effective Amendment No. 1 to registration statement on Form F-6 (File No. 333-156798) filed with the SEC on April 23, 2013)
4.12	Amendment to Second Amended and Restated Deposit Agreement dated February 19, 2014 by Citibank N.A. and Delhaize Group (incorporated by reference to Exhibit 4.17 to Delhaize Group’s Annual Report on Form 20-F, filed on April 25, 2014)
4.13	Facility Agreement dated April 14, 2014 by and among, Delhaize Group SA/NV, Delhaize The Lion Coordination Center SA/NV, Delhaize Griffin SA/NV and Delhaize America, LLC, as original borrowers (the “Original Borrowers”), and substantially all of our U.S. subsidiaries together with the Original Borrowers, as original guarantors (the “Original Guarantors”), Bank of America Merrill Lynch International Limited, BNP Paribas Fortis SA/NV and J.P. Morgan Limited, as bookrunning mandated lead arrangers, the financial institutions listed in Part II of Schedule 1 thereto as lenders, and Bank of America Merrill Lynch International Limited as agent of the arrangers and the original lenders (incorporated by reference to Exhibit 4.20 to Delhaize Group’s Annual Report on Form 20-F, filed on April 25, 2014)
8.1	Subsidiaries of Delhaize Group (as of December 31, 2014)

100

Exhibit No.	Description
12.1	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (15 U.S.C. § 7241)
12.2	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (15 U.S.C. § 7241)
13.1	Certifications of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. § 1350)
15.1	Consent of Deloitte Réviseurs d’Entreprises SC sfd SCRL
15.2	Undertaking of Delhaize Group to file exhibits pursuant to Instruction 2(b)(i) as to exhibits to Form 20-F

101

SIGNATURE

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Annual Report on its behalf.

ETABLISSEMENTS DELHAIZE FRÈRES ET CIE “LE LION” (GROUPE DELHAIZE)
BY:	/s/ Frans Muller
	Frans Muller
	President and Chief Executive Officer

Date: April 29, 2015

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the board of directors and shareholders of

Etablissements Delhaize Frères et Cie “Le Lion” (Groupe Delhaize) S.A.

We have audited the accompanying consolidated balance sheet of Etablissements Delhaize Frères et Cie “Le Lion” (Groupe Delhaize) S.A. and subsidiaries (“the Company”) as of December 31, 2014, 2013 and 2012 and the related consolidated income statement, consolidated statement of comprehensive income, consolidated statement of changes in equity, consolidated statement of cash flows and notes to the consolidated financial statements for each of the three years in the period ended December 31, 2014. We have also audited the Company’s internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on these financial statements and an opinion on the Company’s internal control over financial reporting based on our audits.

We conducted our audits in accordance with International Standards on Auditing (ISA) and the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Etablissements Delhaize Frères et Cie “Le Lion” (Groupe Delhaize) S.A. and subsidiaries as of December 31, 2014, 2013 and 2012, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2014, in conformity with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”), and as adopted by the European Union. Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2014, based on the criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Diegem, Belgium

April 29, 2015

The statutory auditor

/s/ Michel Denayer

DELOITTE Bedrijfsrevisoren / Réviseurs d’Entreprises

BV o.v.v.e. CVBA / SC s.f.d. SCRL

Represented by Michel Denayer

F-1

Consolidated Balance Sheet

Assets

(in millions of €)	Note		2014		2013		2012
Goodwill		6		3 147		2 959		3 189
Intangible assets		7		763		732		848
Property, plant and equipment		8		4 015		3 973		4 314
Investment property		9		84		100		116
Investments accounted for using the equity method		36.2		30		24		28
Investment in securities		11		8		8		11
Other financial assets		12		21		21		19
Deferred tax assets		22		46		71		89
Derivative instruments		10.2, 19		9		1		61
Other non-current assets				49		41		50
Total non-current assets				8 172		7 930		8 725
Inventories		13		1 399		1 353		1 391
Receivables		14		623		618		632
Income tax receivables				3		4		21
Investment in securities		11		149		126		93
Other financial assets		12		18		25		—
Derivative instruments		10.2, 19		2		40		—
Prepaid expenses				72		70		74
Other current assets				29		29		41
Cash and cash equivalents		15		1 600		1 149		920
				3 895		3 414		3 172
Assets classified as held for sale		5.2		60		250		18
Total current assets				3 955		3 664		3 190
Total assets				12 127		11 594		11 915

F-2

Liabilities and Equity

(in millions of €)	Note		2014			2013			2012
Share capital		16		51			51			51
Share premium		16		2 838			2 814			2 791
Treasury shares		16		(63	)		(66	)		(59	)
Retained earnings		16		3 606			3 675			3 638
Other reserves		16		(68	)		(55	)		(59	)
Cumulative translation adjustments		16		(917	)		(1 351	)		(1 178	)
Shareholders’ equity				5 447			5 068			5 184
Non-controlling interests		16		6			5			2
Total equity				5 453			5 073			5 186
Long-term debt		18.1		2 201			2 011			2 313
Obligations under finance leases		18.3		475			496			612
Deferred tax liabilities		22		302			443			566
Derivative instruments		10.2, 19		26			8			10
Provisions		20, 21		432			355			375
Other non-current liabilities				58			64			70
Total non-current liabilities				3 494			3 377			3 946
Long-term debt - current portion		18.1		1			228			156
Obligations under finance leases		18.3		69			59			62
Derivative instruments		10.2, 19		—			3			4
Provisions		20, 21		188			90			88
Bank overdrafts				—			4			—
Income taxes payable				77			44			19
Accounts payable				2 112			1 993			1 869
Accrued expenses		23		525			526			437
Other current liabilities				168			139			144
				3 140			3 086			2 779
Liabilities associated with assets held for sale		5.2		40			58			4
Total current liabilities				3 180			3 144			2 783
Total liabilities				6 674			6 521			6 729
Total liabilities and equity				12 127			11 594			11 915

F-3

Consolidated Income Statement

(in millions of €)	Note		2014			2013(1)			2012(1)
Revenues				21 361			20 593			20 514
Cost of sales		24, 25		(16 222	)		(15 579	)		(15 486	)
Gross profit				5 139			5 014			5 028
Gross margin				24.1	%		24.3	%		24.5	%
Other operating income		27		119			127			114
Selling, general and administrative expenses		24		(4 503	)		(4 347	)		(4 292	)
Other operating expenses		28		(332	)		(257	)		(276	)
Operating profit				423			537			574
Operating margin				2.0	%		2.6	%		2.8	%
Finance costs		29.1		(188	)		(193	)		(242	)
Income from investments		29.2		16			9			16
Share of results of joint venture equity accounted		36.2		4			4			4
Profit before taxes and discontinued operations				255			357			352
Income tax expense		22		(66	)		(85	)		(55	)
Net profit from continuing operations				189			272			297
Result from discontinued operations (net of tax)		5.3		(99	)		(90	)		(194	)
Net profit				90			182			103
Net profit (loss) attributable to non-controlling interests				1			3			(2	)
Net profit attributable to equity holders of the Group (Group share in net profit)				89			179			105
(in €)
Earnings per share		31
Basic
Group share in net profit from continuing operations				1.85			2.65			2.96
Group share in net profit				0.88			1.77			1.04
Diluted
Group share in net profit from continuing operations				1.84			2.64			2.95
Group share in net profit				0.87			1.76			1.04
(in thousands)
Weighted average number of shares outstanding
Basic				101 434			101 029			100 777
Diluted				101 937			101 567			101 134

⁽¹⁾  Comparative information has been restated to reflect the reclassification of Bottom Dollar Food and our Bulgarian and Bosnian and Herzegovinian operations to discontinued operations given their divesture.

F-4

Consolidated Statement of Comprehensive Income

(in millions of €)	Note		2014			2013			2012
Net profit				90			182			103
Remeasurement of defined benefit liability (asset)				(14	)		11			(16	)
Tax (expense) benefit				4			(4	)		4
Remeasurement of defined benefit liability (asset), net of tax		16, 21		(10	)		7			(12	)
Total items that will not be reclassified to profit or loss				(10	)		7			(12	)
Deferred gain (loss) on discontinued cash flow hedge				—			—			—
Reclassification adjustment to net profit				—			1			—
Tax (expense) benefit				—			(1	)		—
Deferred gain (loss) on discontinued cash flow hedge, net of tax		16, 19		—			—			—
Gain (loss) on cash flow hedge				—			—			2
Reclassification adjustment to net profit				—			—			4
Tax (expense) benefit				—			—			(2	)
Gain (loss) on cash flow hedge, net of tax		16, 19		—			—			4
Unrealized gain (loss) on financial assets available for sale				4			(6	)		(1	)
Reclassification adjustment to net profit				—			—			(6	)
Tax (expense) benefit				(1	)		1			1
Unrealized gain (loss) on financial assets available for sale, net of tax		16		3			(5	)		(6	)
Exchange gain (loss) on translation of foreign operations				433			(170	)		(141	)
Reclassification adjustment to net profit				(5	)		(1	)		—
Exchange gain (loss) on translation of foreign operations		16		428			(171	)		(141	)
Total items that are or may be reclassified subsequently to profit or loss				431			(176	)		(143	)
Other comprehensive income				421			(169	)		(155	)
Attributable to non-controlling interests				—			—			(1	)
Attributable to equity holders of the Group				421			(169	)		(154	)
Total comprehensive income for the year				511			13			(52	)
Attributable to non-controlling interests		16		1			3			(3	)
Attributable to equity holders of the Group				510			10			(49	)

F-5

Consolidated Statement of Changes in Equity

(in millions of €, except number of shares)
	Attributable to Equity Holders of the Group
	Issued Capital							Treasury Shares									Other Reserves
	Number of Shares		Amount		Share Premium			Number of Shares			Amount			Retained Earnings			Discontinued Cash Flow Hedge Reserve			Cash Flow Hedge Reserve			Available for sale Reserve			Remeas. of Defined Benefit Liability Reserve			Cumulative Translation Adjustment			Shareholders’ Equity			Non- controlling Interests			Total Equity
Balances at Jan. 1, 2012		101 892 190		51		2 785			1 183 948			(65	)		3 720			(9	)		(4	)		6			(38	)		(1 038	)		5 408			5			5 413
Other comprehensive income		—		—		—			—			—			—			—			4			(6	)		(12	)		(140	)		(154	)		(1	)		(155	)
Net profit		—		—		—			—			—			105			—			—			—			—			—			105			(2	)		103
Total comprehensive income for the period		—		—		—			—			—			105			—			4			(6	)		(12	)		(140	)		(49	)		(3	)		(52	)
Capital increases		29 308		—		1			—			—			—			—			—			—			—			—			1			—			1
Treasury shares sold upon exercise of employee stock options		—		—		(6	)		(139 813	)		6			—			—			—			—			—			—			—			—			—
Tax payment for restricted stock units vested		—		—		(2	)		—			—			—			—			—			—			—			—			(2	)		—			(2	)
Share-based compensation expense		—		—		13			—			—			—			—			—			—			—			—			13			—			13
Dividend declared		—		—		—			—			—			(177	)		—			—			—			—			—			(177	)		—			(177	)
Purchase of non-controlling interests		—		—		—			—			—			(10	)		—			—			—			—			—			(10	)		—			(10	)
Balances at Dec. 31, 2012		101 921 498		51		2 791			1 044 135			(59	)		3 638			(9	)		—			—			(50	)		(1 178	)		5 184			2			5 186
Other comprehensive income		—		—		—			—			—			—			1			—			(5	)		8			(173	)		(169	)		—			(169	)
Net profit		—		—		—			—			—			179			—			—			—			—			—			179			3			182
Total comprehensive income for the period		—		—		—			—			—			179			1			—			(5	)		8			(173	)		10			3			13

F-6

(in millions of €, except number of shares)
	Attributable to Equity Holders of the Group
	Issued Capital							Treasury Shares									Other Reserves
	Number of Shares		Amount		Share Premium			Number of Shares			Amount			Retained Earnings			Discontinued Cash Flow Hedge Reserve			Cash Flow Hedge Reserve		Available for sale Reserve			Remeas. of Defined Benefit Liability Reserve			Cumulative Translation Adjustment			Shareholders’ Equity			Non- controlling Interests		Total Equity
Capital increases		528 072		—		16			—			—			—			—			—		—			—			—			16			—		16
Treasury shares purchased		—		—		—			328 924			(15	)		—			—			—		—			—			—			(15	)		—		(15	)
Treasury shares sold upon exercise of employee stock options		—		—		(7	)		(172 116	)		8			—			—			—		—			—			—			1			—		1
Excess tax benefit (deficiency) on employee stock options and restricted stock units		—		—		3			—			—			—			—			—		—			—			—			3			—		3
Tax payment for restricted stock units vested		—		—		(5	)		—			—			—			—			—		—			—			—			(5	)		—		(5	)
Share-based compensation expense		—		—		16			—			—			—			—			—		—			—			—			16			—		16
Dividend declared		—		—		—			—			—			(142	)		—			—		—			—			—			(142	)		—		(142	)
Balances at Dec. 31, 2013		102 449 570		51		2 814			1 200 943			(66	)		3 675			(8	)		—		(5	)		(42	)		(1 351	)		5 068			5		5 073
Other comprehensive income		—		—		—			—			—			—			(1	)		—		2			(14	)		434			421			—		421
Net profit		—		—		—			—			—			89			—			—		—			—			—			89			1		90
Total comprehensive income for the period		—		—		—			—			—			89			(1	)		—		2			(14	)		434			510			1		511
Capital increases		369 483		—		14			—			—			—			—			—		—			—			—			14			—		14
Treasury shares purchased		—		—		—			190 139			(10	)		—			—			—		—			—			—			(10	)		—		(10	)

F-7

(in millions of €, except number of shares)
	Attributable to Equity Holders of the Group
	Issued Capital							Treasury Shares									Other Reserves
	Number of Shares		Amount		Share Premium			Number of Shares			Amount			Retained Earnings			Discontinued Cash Flow Hedge Reserve			Cash Flow Hedge Reserve		Available for sale Reserve			Remeas. of Defined Benefit Liability Reserve			Cumulative Translation Adjustment			Shareholders’ Equity			Non- controlling Interests		Total Equity
Treasury shares sold upon exercise of employee stock options		—		—		(2	)		(275 988	)		13			—			—			—		—			—			—			11			—		11
Excess tax benefit (deficiency) on employee stock options and restricted stock units		—		—		1			—			—			—			—			—		—			—			—			1			—		1
Tax payment for restricted stock units vested		—		—		(1	)		—			—			—			—			—		—			—			—			(1	)		—		(1	)
Share-based compensation expense		—		—		12			—			—			—			—			—		—			—			—			12			—		12
Dividend declared		—		—		—			—			—			(158	)		—			—		—			—			—			(158	)		—		(158	)
Balances at Dec. 31, 2014		102 819 053		51		2 838			1 115 094			(63	)		3 606			(9	)		—		(3	)		(56	)		(917	)		5 447			6		5 453

F-8

Consolidated Statement of Cash Flows

(in millions of €)	Note		2014			2013			2012
Operating activities
Net profit attributable to equity holders of the Group (Group share in net profit)				89			179			105
Net profit attributable to non-controlling interests				1			3			(2	)
Adjustments for:
Share of results of joint venture equity accounted				(4	)		(4	)		(4	)
Depreciation and amortization				593			599			648
Impairment losses		28		306			231			288
Allowance for losses on accounts receivable		14		8			15			3
Share-based compensation		21.3		12			16			13
Income taxes		22		18			60			21
Finance costs				198			211			259
Income from investments				(25	)		(10	)		(16	)
Other non-cash items				(3	)		(8	)		(15	)
Changes in operating assets and liabilities:
Inventories				77			(75	)		293
Receivables				(3	)		(1	)		74
Prepaid expenses and other assets				(1	)		(12	)		(30	)
Accounts payable				65			163			50
Accrued expenses and other liabilities				9			115			—
Provisions				116			(3	)		40
Interest paid				(188	)		(198	)		(229	)
Interest received				13			12			9
Income taxes paid				(134	)		(108	)		(105	)
Net cash provided by operating activities				1 147			1 185			1 402
Investing activities
Business acquisitions, net of cash and cash equivalents acquired		4.1		(20	)		13			(12	)
Business disposals, net of cash and cash equivalents disposed		5.1		167			15			3
Purchase of tangible assets (capital expenditures)		8, 9		(528	)		(486	)		(589	)
Purchase of intangible assets (capital expenditures)		7		(78	)		(79	)		(92	)
Sale of tangible and intangible assets				68			33			39
Sale and maturity of (investment in) debt securities, net				(2	)		(43	)		(1	)
Sale and maturity of (investment in) term deposits, net				9			(13	)		—
Sale and maturity (purchase) of other financial assets				1			(12	)		22
Net cash used in investing activities				(383	)		(572	)		(630	)
Financing activities
Proceeds from the exercise of share warrants and stock options		16		24			12			(1	)
Purchase of treasury shares		16		(10	)		(15	)		—
Purchase of non-controlling interests		4.2		—			—			(23	)
Dividends paid		17		(158	)		(142	)		(180	)
Borrowing under long-term loans, net of financing costs				11			7			620
Repayment of long-term loans		18.1		(225	)		(168	)		(564	)
Repayment of lease obligations		18.3		(54	)		(52	)		(54	)
Borrowings (repayments) of short-term loans, net				—			—			(60	)
Settlement of derivative instruments		19		29			(1	)		(1	)
Net cash used in financing activities				(383	)		(359	)		(263	)
Effect of foreign currency translation				72			(28	)		(7	)
Net increase in cash and cash equivalents				453			226			502
Cash and cash equivalents at beginning of period		15		1 147	(1)		921	(2)		419
Cash and cash equivalents at end of period		15		1 600			1 147	(1)		921	(2)

⁽¹⁾  Includes €2 million in assets classified as held for sale, net of €4 million of bank overdrafts.

⁽²⁾ Includes €1 million in assets classified as held for sale.

F-9

Notes to the Consolidated Financial Statements

1. General Information

The principal activity of Delhaize Group (also referred to, with its consolidated entities, except where the context otherwise requires, as “we”, “us”, “our”, “the Group” and “the Company”) is the operation of food supermarkets through company-operated, affiliated and franchised stores. Affiliated stores are stores with a Delhaize Group banner that are operated by independent third parties to whom we sell our products at wholesale prices. The Group’s store network also includes other store formats such as proximity, cash and carry and specialty stores. The Company is present in seven countries on three continents.

The Company is a limited liability company incorporated and domiciled in Belgium, with its shares listed on NYSE Euronext Brussels and on the New York Stock Exchange (“NYSE”), under the symbols “DELB” and “DEG”, respectively.

The consolidated financial statements for the year ended December 31, 2014, as presented in this annual report, were prepared under the responsibility of the Board of Directors and authorized for issue by the Board of Directors on March 4, 2015, subject to approval of the statutory non-consolidated financial statements by the shareholders at the Ordinary General Meeting to be held on May 28, 2015. In compliance with Belgian law, the consolidated financial statements will be presented for information purposes to the shareholders of Delhaize Group at the same meeting. The consolidated financial statements are not subject to amendment except conforming changes to reflect decisions, if any, of the shareholders with respect to the statutory non - consolidated financial statements affecting the consolidated financial statements.

2. Significant Accounting Policies

2.1 Basis of Preparation

The consolidated financial statements comprise the financial statements of Delhaize Group and its subsidiaries as of December 31, 2014 except for the U.S. subsidiaries for which the fiscal year ends the Saturday closest to December 31. Consequently, the consolidated results of Delhaize Group for 2014, 2013 and 2012 include the results of operations of its U.S. subsidiaries for the 53 weeks ended January 3, 2015, 52 weeks ended December 28, 2013 and 52 weeks ended December 29, 2012.

Delhaize Group’s consolidated financial statements are prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB), and as adopted by the European Union (EU). Currently, the only difference between the effective IFRS as issued by the IASB and as adopted by the EU relates to certain paragraphs of IAS 39 Financial Instruments: Recognition and Measurement, which are not mandatorily applicable in the EU (so-called “carve-out”). Delhaize Group is not affected by the carve-out and therefore for the Group there is no difference between the effective IFRS as issued by the IASB and adopted by the EU. We further refer to the disclosures made in connection with the “Initial Application of New, Revised or Amended IASB Pronouncements” in Note 2.2 and “Standards and Interpretations Issued but not yet Effective” in Note 2.5.

The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 2.4.

These financial statements have been prepared under the historical cost convention except for derivative financial instruments, available for sale financial assets and financial liabilities being part of a designated fair value hedge relationship that have been measured at fair value, as disclosed in the corresponding notes. Assets and disposal groups classified as held for sale have been measured at the lower of carrying amount and fair value less costs to sell.

F-10

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants, at the measurement date, in the principal (or in the absence thereof most advantageous) market. The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.

A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

The Group uses valuation techniques that are appropriate for the relevant circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy, described as follows, based on the lowest level input that is significant to their fair value measurement as a whole:

• Level 1 – Quoted (unadjusted) market prices in active markets for identical assets or liabilities;

• Level 2 – Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable;

• Level 3 – Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.

For assets and liabilities that are recognized in the financial statements on a recurring basis, the Group determines whether transfers have occurred between levels in the hierarchy by re-assessing categorization (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.

The Group has established detailed procedures in connection with acquisition or disposal of non-financial assets and related valuations. Above a certain threshold, the valuation process is centrally led by the Group’s internal valuation teams, with the final valuation requiring Group CEO and in certain cases Board of Directors approval. In this process, external experts can be appointed to support the valuation, which is decided on a case-by-case basis. The Group gives prominence to using valuation techniques based on the income approach (e.g.: discounted cash-flow) and uses other techniques, like market approach, as supporting or benchmarking tools.

Fair value related disclosures for financial instruments and non-financial assets that are measured at fair value or where fair values are disclosed are summarized in the respective individual notes.

2.2 Initial Application of New, Revised or Amended IASB Pronouncements

The accounting policies adopted are consistent with those of the previous financial year except for the following new, amended or revised IASB pronouncements that have been adopted as of January 1, 2014:

• Amendments to IFRS 10, IFRS 12 and IAS 27 Investment Entities;

• Amendments to IFRS 13 Short-term Receivable and Payables issued as part of Annual Improvements 2010 – 2012 Cycle;

• Amendments to IAS 32 Offsetting Financial Assets and Financial Liabilities;

• Amendments to IAS 39 Novation of Derivatives and Continuation of Hedge Accounting; and

• IFRIC 21 Levies.

Where the adoption of a new, amended or revised pronouncement has a significant impact on the presentation of the financial statements or performance of the Group, its impact is described below.

IFRIC 21 Levies

The interpretation clarifies the accounting for an obligation to pay a levy that is not income tax. In doing so, IFRIC 21 defines a levy very widely as an outflow of resources embodying economic benefits that is imposed by governments on entities in accordance with legislation and are (i) not included within the scope of other IFRS and (ii) not fines or penalties imposed for

F-11

breaches of legislation. The interpretation then addresses what the obligating event is that gives rise to pay a levy and when a liability should be recognized, i.e. at after which point of time the Group can no longer avoid the outflow of economic benefit by its own actions. IFRIC 21 had no impact on the 2014 full year financial statements.

2.3 Summary of Significant Accounting Policies

The principal accounting policies applied in the preparation of these consolidated financial statements are described below. These policies have been consistently applied for all financial years presented except as explained in Note 2.2.

In the event of the presentation of discontinued operations, the comparative income statement is re-presented as if the operation presented as discontinued operations during the period had been discontinued from the start of the comparative period (see Note 5.3).

Principles of Consolidation

The consolidated financial statements are prepared using uniform accounting policies for like transactions and other events in similar circumstances. Subsidiaries are fully consolidated, while investments in joint ventures are accounted for using the equity method. Accounting policies of subsidiaries and joint ventures have been adjusted, where necessary, to ensure consistency with the Group policies.

• Investments in subsidiaries: Subsidiaries are all entities - including structured entities - over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Group obtains control, and continue to be consolidated until the date such control ceases. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full.

Non-controlling interests represent the portion of profit or loss and net assets that is not held by the Group and are presented separately in the consolidated income statement and within equity in the consolidated balance sheet, separately from the parent shareholders’ equity.

Transactions with non-controlling interests that do not result in loss of control are accounted for as transactions between shareholders and therefore have no impact on profit or loss (this applies also to related acquisition costs) nor on goodwill. The difference between fair value of any consideration received or paid and the relevant share acquired or disposed of the carrying value of net assets of the subsidiary is recorded directly in retained earnings.

The list of all subsidiaries of the Group is presented in Note 36.

• Investments in joint ventures: A joint venture is a type of joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the joint venture. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require unanimous consent.

Investments in joint ventures are accounted for using the equity method. Under this method, interests in joint ventures are initially recognized at cost. The carrying amount of the investment is adjusted to recognize changes in the Group’s share of net assets of the joint ventures following the acquisition date. Goodwill relating to the joint venture is included in the carrying amount of the investment and is neither amortized nor individually tested for impairment.

The consolidated income statement reflects the Group’s share of the results of operations of the joint venture. Any change in other comprehensive income of the joint venture is presented as part of the Group’s other comprehensive income. In addition, when there has been a change recognized directly in the equity of a joint venture, the Group recognizes its share of any changes, when applicable, in the statement of changes in equity. Unrealized gains and losses resulting from transactions between the Group and its joint ventures are eliminated to the extent of the interest in each joint venture.

The aggregate of the Group’s share of profit or loss of its joint ventures is shown on the face of the consolidated income statement outside operating profit.

After application of the equity method, the Group determines whether it is necessary to recognize an impairment loss on its investment in joint ventures. If there is an objective evidence of impairment, the Group calculates the amount of impairment as the difference between the recoverable amount of a joint venture and its carrying amount and recognizes any loss as “Share of results of joint venture equity accounted” in profit or loss.

F-12

Upon loss of joint control over a joint venture, the Group measures and recognizes any retained investment at its fair value. Any difference between the carrying amount of a joint venture upon loss of joint control and the fair value of the retained investment and proceeds from disposal is recognized in profit or loss.

The Group has assessed its rights and obligations in connection with its investment in Super Indo and has classified it as joint venture (see Note 36).

• Investments in associates: The Group currently holds no investments in entities over which Delhaize Group has significant influence, but no control or joint control (“associates”).

Business Combinations and Goodwill

Business combinations are accounted for using the acquisition method. Under this method, the cost of an acquisition is measured as the aggregate of the consideration transferred, measured at acquisition date fair value, and the amount of any non-controlling interest in the acquiree. For each business combination, the acquirer measures the non-controlling interest in the acquiree, either at fair value or at the proportionate share of the acquiree’s identifiable net assets. Acquisition costs incurred are expensed and included in “Selling, general and administrative expenses”. When Delhaize Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation based on the facts and circumstances at the acquisition date (except for lease and insurance agreements, which are classified on the basis of the contractual terms and other factors at the inception of the respective contract). This includes the separation of embedded derivatives in host contracts by the acquiree. If the business combination is achieved in stages, the acquisition date fair value of the acquirer’s previously held equity interest in the acquiree is remeasured to fair value at the acquisition date through profit or loss. Any contingent consideration to be transferred by the acquirer will be initially recognized and subsequently measured at fair value except for contingent considerations classified as equity instrument that are not re-measured following initial measurement. Goodwill is initially measured at cost being the excess of the aggregate of the consideration transferred and the amount recognized for non-controlling interests over the net identifiable assets acquired and liabilities assumed. If this consideration is lower than the fair value of the net assets of the subsidiary acquired, the difference is recognized in profit or loss.

After initial recognition, goodwill is not amortized, but annually reviewed for impairment and whenever there is an indication that goodwill may be impaired. For the purpose of testing goodwill for impairment, goodwill is allocated to each of the Group’s cash generating units that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units.

Non-current Assets / Disposal Groups Held for Sale and Discontinued Operations

Non-current assets and disposal groups are classified and presented in the balance sheet as held for sale if their carrying amount will be recovered through a sale transaction rather than through continuing use.

This condition is regarded as met only when the sale is highly probable and the asset (or disposal group) is available for immediate sale in its present condition. When a subsidiary is held for sale, all of its assets and liabilities are classified as held for sale when the conditions are met, even when the Group retains a non-controlling interest. Non-current assets that will be abandoned are excluded from the scope of IFRS 5.

Immediately before classification as held for sale, the assets (or components of a disposal group) are re-measured in accordance with the Group’s accounting policies. Thereafter, non-current assets (or disposal group) held for sale are measured at the lower of their carrying amount or fair value less costs to sell. If the impairment exceeds the carrying value of the non-current assets within the scope of IFRS 5 Non-current Assets Held for Sale and Discontinued Operations measurement guidance, Delhaize Group recognizes a separate provision to reflect the difference in its financial statements. Non-current assets are not depreciated or amortized once classified as held for sale. See further details in Note 5.2.

A discontinued operation is a component of a business that either has been disposed of, or is classified as held for sale, and:

• represents a separate major line of business or geographical area of operations;

• is part of a single coordinated plan to dispose of a separate major line of business or geographical area of operations; or

• is a subsidiary acquired exclusively with a view to resale.

When an operation is classified as a discontinued operation, the comparative income statements are represented as if the operation had been discontinued from the start of the comparative periods. The resulting profit or loss after taxes, including the impairment loss of the discontinued operation, is reported separately in the income statements in “Result from discontinued operations (net of tax)” (see Note 5.3).

F-13

Translation of Foreign Currencies

• Functional and presentation currency: Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (“functional currency”). Delhaize Group’s financial statements are presented in (millions of) euros, the parent entity’s functional and the Group’s “presentation currency”, except where stated otherwise.

• Foreign currency transactions and balances: Foreign currency transactions of an entity are initially translated into its functional currency and recognized in its financial records at the exchange rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are subsequently re-translated at the balance sheet date exchange rate into the functional currency of the entity. All gains and losses resulting from the settlement of foreign currency transactions and from the translation of monetary assets and liabilities denominated in foreign currencies are included in the income statement, except for exchange differences arising on monetary items that form part of a net investment in a foreign operation (i.e., items that are receivable from or payable to a foreign operation, for which settlement is neither planned, nor likely to occur in the foreseeable future), which are recognized in the “Cumulative translation adjustment” component of equity. Foreign exchange gains and losses that relate to financial liabilities are presented in the income statement within “Finance costs” (see Note 29.1), while gains and losses on financial assets are shown as “Income from investments” (see Note 29.2).

Non-monetary items that are measured at historical cost in a foreign currency are translated using the exchange rates as of the dates of the initial transaction. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rate at the date when the fair value is determined and gains or losses are included in the income statement except for differences arising on the retranslation of non-monetary items in respect of which gains and losses are recognized directly in equity. For such non-monetary items, any exchange component of that gain or loss is also recognized directly in equity.

• Foreign group entities: The results and balance sheets of all Group entities that have a functional currency different from the Group’s presentation currency are translated into the presentation currency as follows:

a) the balance sheets of foreign subsidiaries are converted to euros at the year-end exchange rate (closing exchange rate);

b) goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing exchange rate; and

c) the income statements are translated at the average daily exchange rate (i.e., the yearly average of exchange rates on each working day).

The differences arising from the use of the average daily exchange rate for the income statement and the closing exchange rate for the balance sheet are recorded in the “Cumulative translation adjustment” being part of “Other Comprehensive Income” (OCI). On disposal of a foreign operation, the component of OCI relating to that particular foreign operation is recognized in the income statement (as a “reclassification adjustment”).

None of the Group entities has the currency of a hyper-inflationary economy nor does Delhaize Group currently hedge net investments in foreign operations.

(in €)		Closing Rate						Average Daily Rate
	Country	2014		2013		2012		2014		2013		2012
1 USD	U.S.		0.823655		0.725111		0.757920		0.752729		0.752955		0.778331
1 GBP	United Kingdom		1.283862		—		—		1.251564		—		—
100 RON	Romania		22.307486		22.366361		22.499719		22.503769		22.629554		22.425044
100 RSD	Serbia		0.826720		0.872296		0.879353		0.852442		0.883861		0.883939
100 ALL	Albania		0.713572		0.713267		0.716384		0.714439		0.712911		0.719373
100 IDR	Indonesia		0.006633		0.005965		0.007865		0.006350		0.007217		0.008302

The Bulgarian lev (BGN) and the Bosnian marka (BAM) are fixed currencies and translate at 0.511292 into euro.

F-14

Intangible Assets

Intangible assets include trade names, customer relationships and favorable lease rights that have been acquired in business combinations (unfavorable lease rights are recognized as “Other liabilities” and released on a straight line basis), computer software, various licenses and prescription files separately acquired. Separately acquired intangible assets are initially recognized at cost, while intangible assets acquired as part of a business combination are measured initially at fair value (see “Business Combinations and Goodwill”). Intangible assets acquired as part of a business combination that are held to prevent others from using them (“defensive assets”) - often being brands with no intended future usage - are recognized separately from goodwill. Such assets are amortized over the expected useful life, which will depend on the facts and circumstances surrounding the specific defensive asset.

Expenditures on advertising or promotional activities, training activities and start-up activities, and on relocating or reorganizing part or all of an entity are recognized as an expense as incurred, i.e., when Delhaize Group has access to the goods or has received the services in accordance with the underlying contract.

Costs associated with maintaining computer software programs are recognized as an expense as incurred. Development costs that are directly attributable to the design and testing of identifiable and unique “for-own-use software” controlled by the Group are recognized as intangible assets when the following criteria are met:

• it is technically feasible to complete the software product so that it will be available for use;

• management intends to complete the software product and use it;

• there is an ability to use the software product;

• it can be demonstrated how the software product will generate probable future economic benefits;

• adequate technical, financial and other resources to complete the development and to use the software product are available; and

• the expenditure attributable to the software product during its development can be reliably measured.

Directly attributable costs capitalized as part of the software product include software development employee costs and directly attributable overhead costs. Other development expenditures that do not meet these criteria are recognized as an expense as incurred. Development costs recognized in a previous reporting period as an expense are not recognized as an asset in a subsequent period.

Intangible assets are subsequently carried at cost less accumulated amortization and accumulated impairment losses. Amortization begins when the asset is available for use as intended by management. Residual values of intangible assets are assumed to be zero and are reviewed at each financial year-end.

Intangible assets with finite lives are amortized on a straight-line basis over their estimated useful lives. The useful lives of intangible assets with finite lives are reviewed annually and are as follows:

•       Trade names	indefinite
•       Developed and purchased software	3 to 8 years
•       Favorable lease rights	remaining lease term
•       Customer relationships	5 to 20 years
•       Prescription files	15 years
•       Other intangible assets	3 to 15 years

Intangible assets with indefinite useful lives are not amortized, but are tested for impairment annually and when there is an indication that the asset may be impaired. The Group believes that acquired and used trade names have indefinite lives because they contribute directly to the Group’s cash flows as a result of recognition by the customer of each banner’s characteristics in the marketplace.

F-15

There are no legal, regulatory, contractual, competitive, economic or other factors that limit the useful life of the trade names. The assessment of indefinite life is reviewed annually to determine whether the indefinite life assumption continues to be supportable. Changes, if any, would result in prospective amortization.

Property, Plant and Equipment

Property, plant and equipment is stated at cost less accumulated depreciation and impairment, if any. Acquisition costs include expenditures that are directly attributable to the acquisition of the asset. Such costs include the cost of replacing part of the asset and dismantling and restoring the site of an asset if there is a legal or constructive obligation and borrowing costs for long-term construction projects if the recognition criteria are met. Major spare parts and servicing equipment that are used more than one period are recognized as property, plant and equipment.

Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. Costs of day-to-day servicing of property, plant and equipment are recognized in the income statement as incurred.

Depreciation is calculated using the straight-line method based on the estimated useful lives of the related assets and starts when the asset is available for use as intended by management. When significant parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate components of property, plant and equipment. Land is not depreciated. The useful lives of tangible fixed assets are as follows:

•       Buildings	33 to 50 years
•       Permanent installations	3 to 25 years
•       Furniture, fixtures, equipment and vehicles	3 to 14 years
•       Leasehold improvements and property under finance lease	shorter of lease terms and useful lives

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognized within “Other operating income” (see Note 27) or “Other operating expenses” (see Note 28) in the income statement.

Residual values, useful lives and methods of depreciation are reviewed at each financial year-end and adjusted prospectively, if appropriate.

Investment Property

Investment property is defined as property (land or building - or part of a building - or both) held by Delhaize Group to earn rental income or for capital appreciation or both, including property held for a currently undetermined future use, rather than for sale in the ordinary course of business or for use in supply of goods or services or for administrative purposes and includes investment property under construction. Delhaize Group recognizes any part of an owned (or leased under a finance lease) property that is leased to third parties as investment property, unless it represents an insignificant portion of the property.

Investment property is measured initially at cost including transaction costs. Subsequent to initial recognition, Delhaize Group elected to measure investment property at cost less accumulated depreciation and accumulated impairment losses, if any (i.e., applying the same accounting policies (including useful lives) as for property, plant and equipment). The fair values, which reflect the market conditions at the balance sheet date, are disclosed in Note 9.

Leases

The determination of whether an agreement is, or contains, a lease is based on the substance of the agreement at inception date. Leases are classified as finance leases when the terms of the lease agreement transfer substantially all the risks and rewards incidental to ownership to the Group. All other leases are classified as operating leases.

Assets held under finance leases are recognized as assets at the lower of fair value or present value of the minimum lease payments at the inception of the lease. The corresponding liability to the lessor is included in the balance sheet as a finance lease obligation. Lease payments are allocated between finance costs and a reduction of the lease obligation to achieve a constant rate of interest over the lease term. Finance lease assets and leasehold improvements are depreciated over the shorter of the expected useful life of similar owned assets or the relevant lease term.

F-16

Rents paid on operating leases are recognized as an expense on a straight-line basis over the lease term. Benefits received and receivable as an incentive to enter into an operating lease are spread over the relevant lease term on a straight-line basis as a reduction of rent expense.

In connection with investment property, where the Group is the lessor, leases where the Group does not transfer substantially all the risk and rewards incident to the ownership of the investment property are classified as operating leases and are generating rental income. Contingent rents are recognized as “Other operating income” (see Note 27) in the period in which they are earned.

Borrowing Costs

Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use (“qualifying assets”) are capitalized as part of the respective asset. All other borrowing costs are expensed as incurred. Borrowing costs consist of interest and other costs that Delhaize Group incurs in connection with the borrowing of funds.

Government Grants

Government grants are recognized when there is reasonable assurance that the grant will be received and the Group will comply with all attached conditions. When a grant relates to an expense item, it is recognized as income over the period necessary to match the grant on a systematic basis to the costs that it is intended to compensate. When a grant relates to an asset, it is recognized as deferred income and recognized in the income statement as “Other operating income” (see Note 27) on a systematic basis over the expected useful life of the related asset.

Inventories

Inventories are valued at the lower of cost on a weighted average cost basis and net realizable value. Costs of inventory include all costs incurred to bring each product to its present location and condition. Inventories are regularly reviewed and written down on a case-by-case basis if the anticipated net realizable value (anticipated selling price in the course of ordinary business less the estimated costs necessary to make the sale) declines below the carrying amount of the inventories. When the reason for a write-down of the inventories has ceased to exist, the write-down is reversed.

Delhaize Group receives allowances and credits from suppliers primarily for in-store promotions, cooperative advertising, new product introduction and volume incentives. The Group has a strict rebuttable presumptions that all of these “vendor allowances”, as well as other cash discounts, represent a reduction in the cost of inventory and are therefore recognized in the income statement when the product is sold, unless they represent reimbursement of a specific, incremental and identifiable cost incurred by the Group to sell the vendor’s product. In this case they are recorded immediately as a reduction of the corresponding selling, general and administrative expenses. Estimating rebates from suppliers requires in certain cases the use of assumptions and judgment regarding the achievement of specified purchase or sales level and related inventory turnover.

Cash and Cash Equivalents

Cash and cash equivalents include cash on call with banks and on hand, short-term deposits and other highly liquid investments with an original maturity of three months or less which are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Negative cash balances are reclassified on the balance sheet to “Bank overdrafts”.

Impairment of Non-Financial Assets

At each reporting date, the Group assesses whether there is an indication that a non-financial asset (hereafter “asset”) may be impaired. If such indications are identified, the asset’s recoverable amount is estimated. Further, goodwill and intangible assets with indefinite lives or that are not yet available for use are tested annually for impairment, which at Delhaize Group is in the fourth quarter of the year and whenever there is an indication of impairment.

The recoverable amount of an asset or cash-generating unit (CGU) is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a discount rate that reflects current market assessments of the time value of money and the risk specific to the asset. As independent cash flows are often not available for individual assets for the purpose of impairment testing, assets need to be grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (“cash generating unit” or CGU).

In determining fair value less costs to sell for individual assets or CGUs, appropriate valuation models (see Note 2.1) are used.

F-17

Goodwill acquired in a business combination is, for the purpose of impairment testing, allocated to the CGUs that are expected to benefit from the synergies of the combination and that represent the lowest level within the Group at which the goodwill is monitored for internal management purposes and that are not larger than an operating segment before aggregation (see Note 6).

An impairment loss of a continuing operation is recognized in the income statement in “Other operating expenses” (see Note 28) if the carrying amount of an asset or CGU exceeds its recoverable amount. Impairment losses recognized for CGUs are allocated first to reduce the carrying amount of any goodwill allocated to the units and then to reduce the carrying amounts of the other assets in the CGU on a pro rata basis.

If the impairment of assets, other than goodwill, is no longer justified in future periods due to a recovery in fair value or value in use of the asset, the impairment is reversed. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized. Goodwill impairment is never reversed.

Non-derivative Financial Assets

Delhaize Group classifies its non-derivative financial assets (hereafter “financial assets”) within the scope of IAS 39 Financial Instruments: Recognition and Measurement into the following categories: loans and receivables and available for sale. Delhaize Group currently holds no financial assets that would be classified as measured at fair value through profit or loss and held-to-maturity. The Group determines the classification of its financial assets at initial recognition.

These financial assets are initially recorded at fair value plus transaction costs that are directly attributable to the acquisition or issuance of the financial assets.

• Loans and receivables: Financial assets with fixed or determinable payments that are not quoted in an active market are classified as loans and receivables. Such financial assets are subsequent to initial recognition carried at amortized cost using the effective interest rate method. Gains and losses are recognized in the income statement when the loans and receivables are derecognized or impaired and through the amortization process. The Group’s loans and receivables comprise “Other financial assets” (see Note 12), “Receivables” (see Note 14) and “Cash and cash equivalents” (see Note 15).

Trade receivables are subsequently measured at amortized cost less an impairment allowance. The allowance for impairment of trade receivables is established (on a separate allowance account) when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of the receivables and the amount of the loss is recognized in the income statement within “Selling, general and administrative expenses”. Impaired trade receivables are derecognized when they are determined to be uncollectible.

• Available for sale investments: Available for sale investments are financial assets that are either designated in this category or not classified in any of the other categories. After initial measurement, available for sale investments are measured at fair value with unrealized gains or losses recognized directly in OCI, until the investment is derecognized or impaired, at which time the cumulative gain or loss recorded in the available for sale reserve is recognized in the income statement as a reclassification adjustment.

Delhaize Group mainly holds quoted investments and the fair value of these is predominantly based on current bid prices (see Note 10.1). The Group monitors the liquidity of the quoted investments to identify inactive markets, if any. In a very limited number of cases, e.g., if the market for a financial asset is not active (and for unlisted securities), the Group establishes fair value by using valuation techniques (see Note 2.1).

For available for sale financial assets, the Group assesses at each balance sheet date whether there is objective evidence that an investment or a group of investments is impaired. For investments in debt instruments, the impairment is assessed based on the same criteria as financial assets carried at amortized cost (see above “Loans and receivables”). Interest continues to be accrued at the original effective interest rate on the reduced carrying amount of the asset. If, in a subsequent year, the fair value of a debt instrument increases and the increase can be objectively related to an event occurring after the impairment loss was recognized in the income statement, the impairment loss is reversed through the income statement. For investments in equity instruments the objective evidence for impairment includes a significant or prolonged decline in the fair value of the investment below its costs. Where there is evidence of impairment, the cumulative loss – measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that investment previously recognized in the income statement – is removed from equity and recognized in the income statement. Impairment losses on equity investments are not reversed through the income statement. Increases in their fair value after impairment are recognized directly in OCI.

Available for sale financial assets are included in “Investments in securities” (see Note 11). They are classified as non-current assets except for investments with a maturity date less than 12 months from the balance sheet date.

F-18

Financial assets are derecognized when the rights to receive cash flows from the financial assets have expired, or if the Group transferred the financial asset to another party and does not retain control or substantially all risks and rewards of the financial asset.

Non-derivative Financial Liabilities

IAS 39 Financial Instruments: Recognition and Measurement contains two categories for non-derivative financial liabilities (hereafter “financial liabilities”): financial liabilities at fair value through profit or loss and financial liabilities measured at amortized cost. Delhaize Group mainly holds financial liabilities measured at amortized cost that are included in “Debts”, “Borrowings”, “Accounts payable” and “Other liabilities”. In addition, the Group issued financial liabilities, which are part of a designated fair value hedge relationship (see Note 19).

All financial liabilities are recognized initially at fair value, plus, for instruments not at fair value through profit or loss, any directly attributable transaction costs.

Financial liabilities measured at amortized cost are measured at amortized cost after initial recognition. Amortized cost is computed using the effective interest method less principal repayment. Associated finance charges, including premiums and discounts are amortized or accreted to finance costs using the effective interest method and are added to or subtracted from the carrying amount of the instrument. The fair values of these financial liabilities are disclosed in Note 18.1.

An exchange between existing borrower and lenders or a modification in terms of a debt instrument is accounted for as a debt extinguishment of the original financial liability and the recognition of a new financial liability, if the terms are substantially different. For the purpose of IAS 39, the terms are substantially different if the discounted presented value of the cash flows under the new terms, including any fees paid net of any fees received and discounted using the original effective interest rate, is at least 10 percent different from the discounted present value of the remaining cash flows of the original financial liability. If the exchange or modification is not accounted for as an extinguishment, any costs or fees incurred adjust the carrying amount of the liability and are amortized, together with the difference in present values, over the remaining term of the modified financial liability.

Financial liabilities are derecognized when the Group’s obligations specified in the contract expire or are discharged or cancelled.

Derivative Financial Instruments

While at recognition the initial measurement of derivative contracts is at fair value, the subsequent accounting for derivative financial instruments depends on whether the derivative is designated as an effective hedging instrument and, if so, the nature of the item being hedged (see “Hedge Accounting” below).

• Economic hedges: Delhaize Group does not hold or issue derivatives for speculation/trading purposes. The Group uses derivative financial instruments - such as foreign exchange forward contracts, interest rate swaps, currency swaps and other derivative instruments - solely to manage its exposure to interest rates and foreign currency exchange rates. Derivatives not being part of an effective designated hedge relationship are therefore only entered into in order to achieve “economic hedging.” This means that, e.g., foreign exchange forward contracts and currency swaps are not designated as hedges and hedge accounting is not applied as the gain or loss from re-measuring the derivative is recognized in profit or loss and naturally offsets the gain or loss arising on re-measuring the underlying instrument at the balance sheet exchange rate (see Note 19).

These derivatives are mandatorily classified as held-for-trading and initially recognized at fair value, with attributable transaction costs recognized in profit or loss when incurred. Subsequently, they are re-measured at fair value. Derivatives are accounted for as assets when the fair value is positive and as liabilities when the fair value is negative (see Note 19).

The fair value of derivatives is determined in accordance with the fair value measurement framework (see “Note 2.1”). This is calculated on the basis of the contracting parties’ relevant exchange rates, interest rates and credit ratings at the reporting date. In the case of interest-bearing derivatives, the fair value corresponds to the “dirty price” or “full fair value” (i.e., including any interest accrued).

Any gains or losses arising from changes in fair value on these derivatives are taken directly to the income statement. As Delhaize Group enters into derivative financial instruments contracts only for economic hedging purposes, the classification of the changes in fair value of the derivative follow the underlying (i.e., if the economically hedged item is a financial asset, the changes in fair value of the derivative are classified as “Income from investment”, Note 29.2; if the underlying is a financial liability, the changes in fair value of the derivative are classified as “Finance costs”, Note 29.1). Derivatives are classified as current or non-current or separated into a current or non-current portion based on an assessment of the facts and circumstances.

F-19

• Embedded derivatives are components of hybrid instruments that include non-derivative host contracts. Such embedded derivatives are separated from the host contract and accounted for separately, if (i) the economic characteristics and risks of the host contract and the embedded derivative are not closely related, (ii) a separate instrument with the same terms as the embedded derivative would meet the definition of a derivative, and (iii) the combined instruments are not measured at fair value through profit or loss. The accounting for any separated derivative follows the general guidance described above.

Offsetting of Financial Instruments

Financial assets and financial liabilities are offset and the net amount is reported in the consolidated balance sheet if there is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis or to realize the assets and settle the liabilities simultaneously.

Hedge Accounting

At the inception of a hedge relationship, the Group formally designates and documents the hedge relationship to which the Group intends to apply hedge accounting and the risk management objective and strategy for undertaking the hedge. The documentation includes identification of the hedging instrument, the hedged item or (highly probable forecast) transaction, the nature of the risk being hedged and how the entity will assess the hedging instrument’s effectiveness in offsetting the exposure to changes in the hedged item’s fair value or cash flows attributable to the hedged risk. Such hedges are expected to be highly effective in achieving offsetting changes in fair value or cash flows and are assessed on an ongoing basis to determine that they actually have been highly effective throughout the financial reporting periods for which they were designated.

Hedges which meet the criteria for hedge accounting are accounted for as follows:

• Cash flow hedges are used to protect the Group against fluctuations in future cash flows of assets and liabilities recognized in the balance sheet, from firm commitments (in the case of currency risk) or from highly probable forecast transactions. In such a cash flow hedge relationship, the changes in the fair value of the derivative hedging instrument are recognized directly in OCI to the extent that the hedge is effective. To the extent that the hedge is ineffective, changes in fair value are recognized in profit or loss. Amounts accumulated in OCI are recycled in the income statement in the periods when the hedged item affects profit or loss (e.g., when the forecast sale that is hedged takes place).

If the hedging instrument no longer meets the criteria for hedge accounting, expires or is sold, terminated, exercised, or the designation is revoked, then hedge accounting is discontinued prospectively. The cumulative gain or loss previously recognized in OCI and presented in the discontinued cash flow hedge reserve in equity remains in there until the hedged item affects profit or loss.

• Fair value hedges are used to hedge the fair values of assets or liabilities recognized in the balance sheet or firm commitments not yet recognized in the financial statements. When designated as such a fair value hedge, the gain or loss from remeasuring the hedging instrument at fair value is recognized in profit or loss. Additionally, the gain or loss on the hedged item, attributable to the hedged risk, is recognized in profit or loss by adjusting the carrying amount of the hedged item. Delhaize Group usually hedges financial liabilities. As for economic hedges, the changes in the hedging instrument follow the hedged item and, therefore, they are typically presented in the income statement as “Finance costs” (see Note 29.1).

• Hedges of a net investment: Delhaize Group currently does not hedge any of its net investments in any of its foreign operations.

Share Capital and Treasury Shares

• Ordinary shares: Delhaize Group’s ordinary shares are classified as equity. Incremental costs directly attributable to the issuance of ordinary shares and share options are recognized as a deduction from equity, net of any tax effects.

• Treasury shares: Shares of the Group purchased by the Group or companies within the Group are included in equity at cost (including any costs directly attributable to the purchase of the shares) until the shares are cancelled, sold or otherwise disposed. Where such shares are subsequently reissued, any consideration received, net of any directly attributable incremental transaction costs and the related income tax effects, is included in equity attributable to the company’s equity holders.

F-20

Income Taxes

The tax expense for the period comprises current and deferred tax. Tax is recognized in the income statement except to the extent that it relates to items recognized directly in OCI or equity.

The current income tax expense is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the Group operates and generates taxable income. Provisions and receivables are established on the basis of amounts expected to be paid to or recovered from the tax authorities.

Deferred tax liabilities and assets are recognized, using the liability method, on temporary differences arising between the carrying amount in the consolidated financial statements and the tax basis of assets and liabilities. However, the deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined considering (i) tax rates and laws that have been enacted or substantively enacted at the balance sheet date that are expected to apply when the temporary differences reverse and (ii) the expected manner of realization or settlement of the carrying amount of assets and liabilities.

Deferred tax liabilities are recognized for temporary differences arising on investments in subsidiaries, associates and interests in joint ventures, if any, except where the Group is able to control the timing of the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.

A deferred tax asset is recognized only to the extent that it is probable that future taxable profit will be available against which the temporary difference can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

Deferred tax assets and liabilities are only offset if there is a legally enforceable right to offset current tax liabilities and assets and the deferred income taxes relate to the same taxable entity and the same taxation authority.

Uncertain tax positions, if any, are measured assuming that the tax authorities will examine the amounts reported to them in full knowledge of all relevant information.

The Group elected to present interests and penalties relating to income taxes in “Income tax expense” in the income statement.

Provisions

Provisions are recognized when the Group has a present legal or constructive obligation as a result of past events, it is more likely than not that an outflow of resources will be required to settle the obligation, and the amount can be reliably estimated. Provisions are measured at balance sheet date at management’s best estimate of the expenditures expected to be required to settle the obligation, discounted using a pre-tax discount rate that reflects the current market assessments of the time value of money and the risk specific to the liability, if material. Where discounting is used, the increase in the provision due to the passage of time (“unwinding of the discount”) is recognized in “Finance costs” (see Note 29.1).

• Closed store provisions: Delhaize Group regularly reviews its stores operating performance and assesses the Group’s plans for certain store closures. Closing stores results in a number of activities required by IFRS in order to appropriately reflect the value of assets and liabilities and related store closing costs, such as a review of net realizable value of inventory or review for impairment of assets or CGUs (for both activities see the accounting policies described above). In addition, Delhaize Group recognizes “Closed store provisions”, which consist primarily of provisions for onerous contracts and severance (“termination”) costs (for both see further below). Costs recognized as part of store closings are included in “Other operating expenses” (see Note 28), except for inventory write-downs, which are classified as “Cost of sales” (see Note 25). If appropriate (see also “Non-Current Assets / Disposal Groups and Discontinued Operations” above), closed stores are accounted for as assets held for sale and / or discontinued operations.

Onerous contracts: A provision is recognized for a present obligation arising under an onerous contract, which is defined as a contract in which the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received under it. Judgment is required in determining if a present obligation exists, taking into account all available evidence. Once the existence has been established, at the latest upon actual closing of a store, Delhaize Group recognizes provisions for the present value of the amount by which the unavoidable costs to fulfill the agreements exceed the expected benefits from such agreements, which comprises the estimated non-cancellable lease payments, including contractually required real estate taxes, common area maintenance and insurance costs, net of anticipated subtenant income. The adequacy of the closed store provision is dependent upon the economic conditions in which stores are located which will impact the Group’s ability to realize estimated sublease income. Owned and finance leased stores that are closed and rented to third parties are reclassified as investment property (see Note 9).

F-21

When termination costs are incurred in connection with a store closing, a liability for the termination benefits is recognized in accordance with IAS 19 Employee Benefits, at the earlier of the following dates: (a) when the Group can no longer withdraw the offer of termination benefits and (b) when the entity recognizes costs for restructuring that is within the scope of IAS 37 Provisions and involves the payment of termination benefits (see also “Restructuring provisions” and “Employee Benefits” below).

Closed store provisions are reviewed regularly to ensure that amounts appropriately reflect management’s best estimate of the outstanding commitments and that additional expenses are provided for or amounts that are no longer needed for their originally intended purpose are released.

• Self-insurance: Delhaize Group is self-insured for workers’ compensation, general liability, vehicle accidents, pharmacy claims, health care and property insurance in the U.S. up to certain retentions and holds insurance contracts with external insurers for any costs in excess of these retentions. The self-insurance liability is determined actuarially, based on claims filed and an estimate of claims incurred but not reported.

• Restructuring provisions are recognized when the Group has approved a detailed formal restructuring plan, and the restructuring either has commenced or has been announced to those affected by it. Any restructuring provision contains only those expenditures that are directly arising from the restructuring and are both necessarily entailed by the restructuring and not associated with the ongoing activity of the Group. Future operating losses are therefore not provided for.

• IFRIC 21 Levies, an interpretation of IAS 37 Provisions, requires the recognition of a levy imposed under a legislation issued by a government (being a local, national or international government, government agencies and similar bodies) when the Group can no longer avoid the outflow of economic benefit by its own action.

Employee Benefits

• A defined contribution plan is a post-employment benefit plan under which the Group pays fixed contributions and has no legal or constructive obligation to pay further contributions regardless of the performance of the funds held to satisfy future benefit payments. The Group makes contributions to defined contribution plans on a mandatory, contractual or voluntary basis. The contributions are recognized as “Employee benefit expense” when they are due (see Note 21.1). Prepaid contributions are recognized as an asset to the extent that a cash refund or a reduction in the future payments is available.

The defined contribution plans of the Group’s Belgian operations include a legally guaranteed minimum return. This minimum return is usually insured by an external insurance company that receives and manages all plan contributions. As the return guaranteed by that third party can be below the legally required return, these plans have also some defined benefit plan features, as the Group is exposed to the investment / funding risk relating to the difference in returns, if any.

• A defined benefit plan is a post-employment benefit plan other than a defined contribution plan (see above), which normally defines an amount of benefit that an employee will receive upon retirement, usually dependent on one or more factors such as age, years of service and compensation. The Group’s net obligation recognized in the balance sheet for defined benefit plans is the present value of the defined benefit obligation at the balance sheet date less the fair value of plan assets, which in the case of funded plans are usually held by a long-term employee benefit fund or qualifying insurance company and are not available to the creditors of the Group nor can they be paid directly to the Group.

The defined benefit obligation is calculated regularly by independent actuaries using the projected unit credit method. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates of high-quality corporate bonds that are denominated in the currency in which the benefits will be paid and that have maturity terms approximating the duration of the related pension liability. For currencies where there is no deep market in such bonds, the market rates on government bonds are used. When the calculation results in a benefit to the Group, the recognized asset is limited to the present value of economic benefits available in the form of any future refunds from the plan or reductions in future contributions to the plan. An economic benefit is available to the Group if it is realizable during the life of the plan or on settlement of the plan liabilities.

The components of the defined benefit cost include (a) service cost (current and past), (b) net interest on the net defined benefit liability (asset) and (c) remeasurements of the net defined benefit liability (asset). Past service costs are recognized immediately in the income statement at the earlier of (a) the date of the plan amendment or curtailment and (b) the date the Group recognizes restructuring-related costs. Net interest on net defined benefit liability (asset) is calculated by applying the discount rate to the net defined benefit liability (asset).

Service cost and net interest are recognized in profit or loss in both “Cost of sales” and in “Selling, general and administrative expenses”.

F-22

The remeasurements comprise (a) actuarial gains and losses, (b) the effect of asset ceiling (if applicable) and (c) the return on plan assets (excluding interest) and are recognized immediately in the period in which they occur in OCI. The recorded remeasurements are never recycled to profit or loss but they can be transferred within equity.

See Note 21.1 for details of Delhaize Group’s defined benefit plans.

• Other post-employment benefits: Some Group entities provide post-retirement health care benefits to their retirees. The Group’s net obligation in respect of long-term employee benefit plans other than pension plans is the amount of future benefit that employees have earned in return for their services in the current or prior periods. Such benefits are discounted to determine their present value and the fair value of any related asset is deducted. The calculation is performed using the projected unit credit method and any actuarial gain or loss is recognized in OCI in the period in which it arises. These obligations are valued annually by independent qualified actuaries. For details, see Delhaize Group’s other post-employment benefit plans in Note 21.2.

• Termination benefits: Are payable when employment is terminated before the normal retirement date, or when an employee accepts voluntary redundancy in exchange for these benefits. Termination benefits are recognized at the earlier of when the entity can no longer withdraw the offer of those benefits and when the Group recognizes costs for a restructuring in accordance with IAS 37, involving the payment of termination benefits. Benefits that are expected to be settled more than 12 months after the end of the annual reporting period are discounted to their present value.

• Bonus plans: The Group recognizes a liability and an expense for short-term and long-term cash bonuses based on formulas that take into consideration the Company’s results. The Group recognizes a provision if contractually obliged or if there is a past practice that has created a constructive obligation (see Note 20.3).

• Share-based payments: The Group operates various equity-settled share-based compensation plans, under which the entity receives services from employees as consideration for equity instruments (options, warrants, performance and restricted stock units) of the Group. The fair value of the employee services received in exchange for the grant of the share-based awards is recognized as an expense. The total amount to be expensed is determined by reference to the grant date fair value of the share-based awards and is calculated for stock options and warrants using the Black-Scholes-Merton valuation model (for details see Note 21.3). The options, warrants and restricted stock units compensation plans contain only service vesting conditions, while the performance stock unit plan contains non-market performance conditions and service vesting conditions.

The total amount expensed is recognized in the income statement - together with a corresponding increase in equity – over the vesting period of the share-based award, which is the period over which the vesting conditions have to be satisfied. The cumulative expense recognized for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Group’s best estimate of the number of equity instruments that will ultimately vest, including an assessment of the non-market performance conditions. No expense is recognized for awards that do not ultimately vest.

In the event of a modification of the terms of an equity-settled award, the minimum expense recognized is the expense as if the terms had not been modified. An additional expense would be recognized for any modification which increases the total fair value of the share-based payment arrangement or is otherwise beneficial to the employee as measured at the date of modification.

Where an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet recognized for the award is recognized immediately. However if a new award is substituted for the cancelled award and designated as a replacement award on the date that it is granted, the cancelled and new awards are treated as if they were a modification of the original award.

Any proceeds received, net of any directly attributable transaction costs, are credited to share capital (nominal value) and share premium when options are exercised. The dilutive effect of outstanding (vested and unvested) options is reflected as additional share dilution in the computation of diluted earnings per share (see Note 31).

Revenue Recognition

Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured at the fair value of the consideration received net of discounts, rebates, and sales taxes or duty. The Group assesses its revenue arrangements against the criteria included in the appendix to IAS 18 Revenue to determine if it is acting as principal or agent.

F-23

• Sales of products to the Group’s retail customers are recognized at the point of sale and upon delivery of groceries to internet or telephone order customers. In addition, Delhaize Group generates revenue from sales to its wholesale customers, which are recognized upon delivery to or pick-up by the wholesale customer.

As stated above, sales are recorded net of sales taxes, value-added taxes and discounts and incentives. These include discounts from regular retail prices for specific items and “buy-one, get-one-free”-type incentives that are offered to retail customers through the Group’s customer loyalty programs. Discounts provided by vendors are recorded as a receivable.

Revenue from the sale of gift cards and gift certificates is recognized when the gift card or gift certificate is redeemed by the retail customer.

The Group maintains various loyalty points programs whereby customers earn points for future purchases. These customer loyalty credits are accounted for as a separate component of the sales transaction in which they are granted. A portion of the fair value of the consideration received is allocated to the award credits and deferred. This is recognized as revenue when the award credits are redeemed.

• The Group generates limited revenues from franchise fees, which are recognized in net sales when the services are provided or franchise rights used.

• For certain products or services, such as the sale of lottery tickets, third party prepaid phone cards, etc., Delhaize Group acts as an agent and consequently records the amount of commission income in its net sales.

• Rental income from investment property is recognized in profit or loss on a straight-line basis over the term of the lease and included in “Other operating income” (see Note 27).

• Interest Income is recognized as interest accrues (using the effective interest method) and is included in “Income from investments” (see Note 29.2).

• Dividend income is recognized when the Group’s right to receive the payment is established. The income is included in “Income from investments” (see Note 29.2).

Cost of Sales

Cost of sales includes the purchase cost of products sold and all costs associated with getting the products into the retail stores including buying, warehousing and transportation costs. Finally, cost of sales includes appropriate vendor allowances (see also accounting policy for “Inventories” above).

Selling, General and Administrative Expenses

Selling, general and administrative expenses include store operating expenses, costs incurred for activities which serve securing sales, administrative and advertising expenses.

Segment Reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker (CODM), who is responsible for allocating resources and assessing performance of the operating segments (see Note 3).

Financial Guarantee

Financial guarantee contracts issued by the Group are those contracts that require a payment to be made to reimburse the holder for a loss it incurs because the specified debtor fails to make a payment when due in accordance with the terms of a debt instrument. Financial guarantee contracts are recognized initially as a liability at fair value that is likely to be the cash consideration received, less transaction costs that are directly attributable to the issuance of the guarantee, if any, and subsequently measured at the higher of the best estimate of the expenditure required to settle the present obligation at the reporting date and the amount recognized less cumulative amortization.

2.4 Significant Use of Estimates, Assumptions and Judgment

The preparation of financial statements in conformity with IFRS requires Delhaize Group to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities and income and expenses, which inherently contain some degree of uncertainty. These estimates are based on experience and assumptions Delhaize Group believes to be reasonable under the circumstances. By definition, actual results could and will often differ from these estimates. In the past, the Group’s estimates generally have not deviated materially from actual results. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.

F-24

Information about significant areas of estimation uncertainty and critical judgments in applying accounting policies that have the most significant effect on the amounts in the consolidated financial statements is detailed in, but not limited to, the following notes:

• Note 4.1 - Business combinations;

• Notes 6, 7, 8, 11, 14, 19 - Assessing assets for impairment and fair values of financial instruments;

• Notes 13, 25 - Accounting for vendor allowances;

• Note 20 - Provisions;

• Note 21 - Employee Benefits; and

• Note 22 - Income Taxes.

2.5 Standards and Interpretations Issued but not yet Effective

The following standards, amendments to or revisions of existing standards or interpretations have been published and are mandatory applicable for the Group’s accounting periods beginning on January 1, 2015, or later. Unless otherwise indicated below, Delhaize Group is still in the process of assessing the impact of these new standards, interpretations, or amendments to its consolidated financial statements and does not plan to early adopt them:

• Improvements to IFRS 2010 – 2012 and 2011 – 2013 Cycles (applicable for annual periods beginning after January 1, 2015 except for the Amendments to IFRS 13, as disclosed in Note 2.2): Late 2013, the IASB issued the final omnibus annual improvements standard for the 2010 – 2012 Cycle containing eight changes to seven IASB pronouncements and the 2011 – 2013 Cycle containing four changes to four IASB pronouncements. On September 25, 2014 the IASB issued the Improvements to IFRS 2012 – 2014 Cycle (applicable for annual periods beginning after January 1, 2016) containing five changes to four IASB pronouncements. The Group is still in process in analyzing these amendments, but does not believe that any of these amendments will have a significant impact on its consolidated financial statements as most of the Group’s accounting policies were already in line with the clarifications included in these improvements.

• Amendments to IAS 19 Defined Benefit Plans: Employee Contributions (applicable for annual periods beginning after January 1, 2015): The amendments were issued in late 2013 and clarify how an entity should account for contributions made by employees or third parties to defined benefit plans, based on whether those contributions are dependent on the number of years of service provided by the employee.

For contributions that are independent of the number of years of service, the entity may either recognize the contributions as a reduction in the service cost in the period in which the related service is rendered, or attribute them to the employees’ periods of service using the projected unit credit method. For contributions that are dependent on the number of years of service, the entity should attribute the contributions to the employees’ periods of service. The Group expects that the new guidance will have little or no impact on its consolidated financial statements.

• Amendments to IAS 16 and IAS 38 Clarification of Acceptable Methods of Depreciation and Amortisation (applicable for annual periods beginning after January 1, 2016): In 2014, the IASB issued amendments to IAS 16 and IAS 38. The new IAS 16 pronouncements prohibit entities from using revenue-based depreciation method for items of property, plant and equipment while the amendments to IAS 38 introduce a presumption that revenue is not an appropriate basis for amortization of an intangible asset, which is rebuttable only in two limited circumstances. The amendments will have no impact on the Group.

• Amendments to IFRS 11 Accounting for Acquisitions of Interest in Joint Operations (applicable for annual periods beginning after January 1, 2016): The amendments to IFRS 11 provide guidance on how to account for the acquisition of a joint operation that constitutes a business as defined by IFRS 3 Business Combinations. Specifically, the amendments state that the relevant principles on accounting for business combinations should be applied. The same requirements should be applied to the formation of a joint operation if and only if an existing business is contributed to the joint operation by one of the parties that participate in the joint operation. The amendment has so far no impact on the consolidated financial statements of the Group.

F-25

• Amendments to IFRS 10 and IAS 28 Sale or Contribution of Assets between an Investor and its Associate or Joint Venture (applicable for annual periods beginning after January 1, 2016): During 2014, the IASB issued the amendments which address a conflict between the requirements of IAS 28 and IFRS 10 by clarifying that in a transaction involving an associate or joint venture the extent of gain or loss recognition depends on whether the assets sold or contributed constitute a business. The amendment has so far no impact on the consolidated financial statements of the Group.

• Amendments to IAS 1 Disclosure Initiative (applicable for annual periods beginning after January 1, 2016): At the end of 2014, the IASB issued amendments to IAS 1 which provide (a) clarification on materiality, (b) guidance on the list of line items to be presented in the statement of financial position and in the statement of profit or loss and other comprehensive income which can be disaggregated and aggregated as relevant and on subtotals in these statements, (c) clarification that an entity’s share of OCI of equity-accounted associates and joint ventures should be presented in aggregate as single line items based on whether or not it will subsequently be reclassified to profit or loss and (d) additional examples of possible ways of ordering the notes.

• IFRS 9 Financial Instruments (applicable for annual periods beginning after January 1, 2018): During 2014, the IASB issued the complete version of IFRS 9 which will replace the guidance in IAS 39 upon the former’s effective date.

IFRS 9 retains, but simplifies the mixed measurement model and establishes three primary measurement categories for financial assets: (a) amortized cost, (b) fair value through OCI and (c) fair value through P&L. The basis of classification depends on the entity’s business model and the contractual cash flow characteristics of the financial asset. Investments in equity instruments are required to be measured at fair value through profit or loss with the irrevocable option at inception to present changes in fair value in OCI without any future recycling possibility.

The standard introduces the expected credit losses model and replaces the incurred credit loss impairment model used in IAS 39. The expected credit loss model requires an entity to account for expected credit losses and changes in those expected credit losses at each reporting date to reflect changes in credit risk since initial recognition which effectively results that it will be no longer necessary for a credit event to have occurred before credit losses are recognized.

For financial liabilities there were no changes to classification and measurement except for the recognition of changes in own credit risk in other comprehensive income for liabilities that are designated in the measurement category at fair value through profit or loss, which so far does not impact the Group.

Finally, IFRS 9 retains the three types of hedge accounting mechanisms, but introduces greater flexibility to the types of transactions eligible for hedge accounting and relaxes, for example, the requirements for hedge effectiveness by replacing the bright line hedge effectiveness tests. It requires an economic relationship between the hedged item and hedging instrument and for the “hedged ratio” to be the same as the one management actually uses for risk management purposes. Detailed documentation is still required but is different to that currently prepared under IAS 39, including information about an entity’s risk management activities.

The Group expects that IFRS 9 will have some impact on the consolidated financial statements, but is not practicable to provide a reasonable estimate until the full review has been finalized.

• IFRS 15 Revenue from Contracts with Customers (applicable for annual periods beginning after January 1, 2017): In 2014, the IASB issued the new revenue recognition standard which establishes a single comprehensive model for entities in accounting for revenue arising from contracts with customers. The standard will supersede currently applicable guidance, amongst others and for Delhaize Group most relevant, IAS 18 Revenue and IFRIC 13 Customer Loyalty Programmes.

The single model’s core principle of IFRS 15 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.

The standard introduces a five-step approach for the revenue recognition process and the new term “performance obligation,” which represents a promise made by the entity in the contract to a customer which is either (a) a good or service (or a bundle of goods or services) that is distinct, or (b) a series of distinct goods or services that are substantially the same and that have the same pattern of transfer to the customer. The standard requires that the entity shall recognize revenue when (or as) a performance obligation is satisfied, i.e., when control of the goods or services underlying the particular performance obligation is transferred to the customer. The new guidance contains more detailed prescription on some specific scenarios, like principal vs. agent consideration and adds significantly more extensive disclosure requirements.

F-26

Delhaize Group expects that IFRS 15 will have some impact on the consolidated financial statements, but is not practicable to provide a reasonable estimate until the full review has been finalized.

2.6 Financial Risk Management, Objectives and Policies

The Group’s activities expose it to a variety of financial risks: market risk (including currency risk, fair value interest rate risk, cash flow interest rate risk and price risk), credit risk and liquidity risk. Delhaize Group’s principal financial liabilities, other than derivatives, comprise mainly debts and borrowings and trade and other payables. These financial liabilities are mainly held in order to raise funds for the Group’s operations. On the other hand, the Group holds notes receivables, other receivables and cash and cash equivalents that result directly from the Group’s activities. The Group also holds several available for sale investments. Delhaize Group exclusively uses derivative financial instruments to hedge certain risk exposures.

The risks to which the Group is exposed are evaluated by Delhaize Group’s management and Board of Directors and discussed in the section “Risk Factors” in this annual report.

3. Segment Information

IFRS 8 applies the so-called “management approach” to segment reporting and requires the Group to report financial and descriptive information about its reportable segments. Such reportable segments are operating segments or aggregations of operating segments that meet specified criteria.

Operating segments are components of an entity which engage in business activities from which they may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group’s other components, about which discrete financial information is available that is evaluated regularly by the chief operating decision maker (CODM) in deciding how to allocate resources and in assessing performance. The Group is required to report separate information about each operating segment that:

• has been identified as described above or results from aggregating two or more of those segments if they exhibit similar long-term financial performance and have similar economic characteristics; and

• exceeds certain quantitative thresholds.

Delhaize Group identified the Executive Committee as its CODM and defined operating segments based on the information provided to the Executive Committee. Subsequently, the Group reviewed these operating segments in order to establish if any of these individual operating segments can be considered to have similar economic characteristics and exhibit similar long-term financial performance as described by IFRS 8, which are then aggregated into one single operating segment. The Group reviewed its U.S. operating segments for similar economic characteristics and long-term financial performance using, for example, operating profit margin, gross margin and comparable store sales development as quantitative benchmarks and concluded aggregating them into the segment “United States” meets the requirements of IFRS 8 and is consistent with the core principle of the standard. In a final step, reportable segments have been identified, which represent (aggregated) operating segments that exceed the quantitative thresholds defined by IFRS 8 and require individual disclosure. Operating segments that do not pass these thresholds are by default combined into the “All Other Segments” category of IFRS 8, which the Group has labeled as “Southeastern Europe”. P.T. Lion Super Indo, LLC (“Super Indo”), the Group’s equity accounted joint venture, does not meet the criteria of an operating segment and is therefore not included in the segment information provided below.

Management concluded that the reader of the Group’s financial statements would benefit from distinguishing operating from non- operating - other business activities - and, therefore, decided to disclose separately the corporate activities of the Group in the segment “Corporate”.

Overall, this results in a geographical segmentation of the Group’s business, based on the location of customers and stores, which matches the way Delhaize Group manages its operations.

The Executive Committee internally reviews the performance of Delhaize Group’s segments against a number of measures, of which “underlying operating profit” (UOP), represents the most important measure of profit or loss. UOP adjusts for a number of elements that the CODM considers as non-representative of the Group’s underlying operating performance. A reconciliation from operating profit to UOP is included in the segment information. All other amounts of each segment items reported to the CODM equal consolidated IFRS financial information. Therefore, as the information provided to the CODM and disclosed as segment information represents consolidated IFRS financial information, no further reconciling items need to be disclosed.

F-27

The segment information for 2014, 2013 and 2012 is as follows:

Year ended December 31, 2014 (in millions of €)	United States			Belgium(2)			SEE(3)			Corporate			Total
Revenues (1)		13 360			4 919			3 082			—			21 361
Cost of sales		(9 898	)		(3 985	)		(2 339	)		—			(16 222	)
Gross profit		3 462			934			743			—			5 139
Gross margin		25.9	%		19.0	%		24.1	%		N/A			24.1	%
Other operating income		58			43			16			2			119
Selling, general and administrative expenses		(2 970	)		(864	)		(632	)		(37	)		(4 503	)
Other operating expenses		(17	)		(152	)		(163	)		—			(332	)
Operating profit (loss)		533			(39	)		(36	)		(35	)		423
Operating margin		4.0	%		(0.8	%)		(1.2	%)		N/A			2.0	%
Adjustments:
Impairment losses (reversals)		8			2			156			—			166
Reorganization expenses (reversals)		—			137			—			—			137
Store closing expenses (reversals)		(2	)		—			—			—			(2	)
(Gains) losses on disposal of assets		3			3			1			—			7
Other		—			15			14			2			31
Underlying operating profit (loss)		542			118			135			(33	)		762
Underlying operating margin		4.1	%		2.4	%		4.4	%		N/A			3.6	%
Other information (incl. discontinued operations and assets held for sale)
Assets		7 095			1 889			2 047			1 096	(5)		12 127
Liabilities		2 506			1 604			865			1 699			6 674
Capital expenditures		281			129			167			29			606
Non-cash operating activities:
Depreciation and amortization		376			121			82			14			593
Impairment losses (4)		134			2			170			—			306
Share-based compensation		9			1			—			2			12
Operating result of discontinued operations		1			—			(9	)		—			(8	)

Year ended December 31, 2013 (in millions of €)	United States			Belgium(2)			SEE(3)			Corporate			Total
Revenues (1)		12 536			5 072			2 985			—			20 593
Cost of sales		(9 259	)		(4 046	)		(2 274	)		—			(15 579	)
Gross profit		3 277			1 026			711			—			5 014
Gross margin		26.1	%		20.2	%		23.8	%		N/A			24.3	%
Other operating income		56			44			27			—			127
Selling, general and administrative expenses		(2 835	)		(866	)		(598	)		(48	)		(4 347	)
Other operating expenses		(41	)		(17	)		(200	)		1			(257	)
Operating profit (loss)		457			187			(60	)		(47	)		537
Operating margin		3.6	%		3.7	%		(2.0	%)		N/A			2.6	%
Adjustments:
Impairment losses (reversals)		13			2			191			—			206
Reorganization expenses (reversals)		18			—			—			—			18
Store closing expenses (reversals)		5			—			—			—			5
(Gains) losses on disposal of assets		(2	)		8			2			2			10
(Gains) losses on disposal of businesses		—			(9	)		—			—			(9	)
Other		10			10			(3	)		5			22
Underlying operating profit (loss)		501			198			130			(40	)		789
Underlying operating margin		4.0	%		3.9	%		4.4	%		N/A			3.8	%
Other information (incl. discontinued operations and assets held for sale)
Assets		6 983			1 867			2 105			639	(5)		11 594
Liabilities		2 482			1 399			807			1 833			6 521
Capital expenditures		276			140			127			22			565
Non-cash operating activities:
Depreciation and amortization		391			115			83			10			599
Impairment losses (4)		23			2			206			—			231
Share-based compensation		13			1			—			2			16
Operating result of discontinued operations		(58	)		—			(28	)		—			(86	)

F-28

Year ended December 31, 2012 (in millions of €)	United States			Belgium(2)			SEE(3)			Corporate			Total
Revenues (1)		12 767			4 922			2 825			—			20 514
Cost of sales		(9 404	)		(3 921	)		(2 161	)		—			(15 486	)
Gross profit		3 363			1 001			664			—			5 028
Gross margin		26.3	%		20.3	%		23.5	%		N/A			24.5	%
Other operating income		57			39			18			—			114
Selling, general and administrative expenses		(2 867	)		(824	)		(560	)		(41	)		(4 292	)
Other operating expenses		(147	)		(15	)		(113	)		(1	)		(276	)
Operating profit (loss)		406			201			9			(42	)		574
Operating margin		3.2	%		4.1	%		0.3	%		N/A			2.8	%
Adjustments:
Impairment losses (reversals)		19			5			111			—			135
Store closing expenses (reversals)		110			1			1			—			112
(Gains) losses on disposal of assets		4			7			—			—			11
Other		30			(18	)		—			1			13
Underlying operating profit (loss)		569			196			121			(41	)		845
Underlying operating margin		4.5	%		4.0	%		4.3	%		N/A			4.1	%
Other information (incl. discontinued operations and assets held for sale)
Assets		7 189			1 838			2 271			617	(5)		11 915
Liabilities		2 511			1 345			869			2 004			6 729
Capital expenditures		354			153			150			24			681
Non-cash operating activities:
Depreciation and amortization		444			116			79			9			648
Impairment losses (4)		63			5			220			—			288
Share-based compensation		11			1			—			1			13
Operating result of discontinued operations		(65	)		—			(130	)		—			(195	)

⁽¹⁾  All revenues are from external parties.

⁽²⁾  Belgium includes Delhaize Group’s operations in Belgium and the Grand Duchy of Luxembourg.

⁽³⁾  The segment “Southeastern Europe” includes operations in Greece, Romania and Serbia.

⁽⁴⁾  No impairment loss was recorded or reversed in equity. The 2014, 2013 and 2012 impairment losses include €138 million, €12 million, and €16 million, respectively, on the re-measurement of assets of the disposal group (see Note 5.3).

⁽⁵⁾  Includes the Group’s equity accounted investment in Super Indo.

F-29

Total revenues can be further analyzed as follows:

(As a percentage of revenues)	2014			2013			2012
Retail revenues
- Food – perishable		40.6	%		39.8	%		39.5	%
- Food - non-perishable		34.3	%		34.6	%		35.2	%
- Non-food		12.8	%		13.0	%		13.2	%
Total retail revenues		87.7	%		87.4	%		87.9	%
Wholesale revenues		12.3	%		12.6	%		12.1	%
Total revenues		100.0	%		100.0	%		100.0	%

There are no individual customers for whom the total amount of revenue was more than 10% of Delhaize Group’s revenue during 2014, 2013 and 2012.

4. Business Combinations and Acquisition of Non-controlling Interests

4.1 Business Combinations

Acquisitions during 2014

During 2014, Delhaize Group entered into several agreements in Southeastern Europe and the U.S. that have resulted in the acquisition of businesses and were accounted for as business combinations. The total cash consideration transferred for these transactions was €20 million and the transactions resulted in an increase of goodwill of €13 million.

Acquisitions during 2013

During 2013, Delhaize Group entered into several agreements in Southeastern Europe that have resulted in the acquisition of businesses and were accounted for as business combinations. The total consideration transferred during the year for these transactions was €9 million and resulted in an increase of goodwill of €3 million.

In addition, Delhaize Group reached an agreement with the former owner of Delta Maxi to settle all remaining indemnification assets and received €22 million in cash.

Acquisitions during 2012

During 2012, Delhaize Group entered into several agreements in Belgium and Romania that have resulted in the acquisition of businesses and were accounted for as business combinations. The total consideration transferred during the year for these transactions was €5 million and resulted in an increase of goodwill of €3 million.

4.2 Acquisitions of Non-controlling Interests

Acquisitions during 2014 and 2013

During 2014 and 2013, Delhaize Group did not acquire additional non-controlling interests.

In 2013, the Group launched a tender offer to acquire 16% non-controlling interests in C-Market (Serbian subsidiary), held by the Serbian Privatization Agency, at a price of €300 per share (representing approximately €10 million). The Serbian Privatization Agency suspended twice the privatization procedures of C-Market, due to a probe into the entity´s earlier privatization. Neither the Group nor the current privatization process are target of these investigations. Delhaize Group withdrew its offer after it expired later that year. A new privatization process was launched in the second part of 2014, but has not been open for tendering at year-end. Delhaize Group will consider its participation in the process in due time. Consequently, Delhaize Group continues to own 75.5% of C-Market.

Acquisitions during 2012

In 2012, the minority shareholder of Ela d.o.o. Kotor (Montenegrin subsidiary) irrevocably and unconditionally exercised its put option selling to Delhaize Group its share of 49% in the subsidiary. The Group recognized, as part of the purchase price allocation, (i) a liability of approximately €13 million in connection with the put option, representing its best estimate of the expected cash outflow, and (ii) an indemnification asset of approximately €6 million towards the former owner of Delta Maxi. The Group reclassified the remaining non-controlling interest into retained earnings and recognized the subsequent immaterial changes in value of the liability and the indemnification asset in profit or loss.

F-30

During 2012, Delhaize Group acquired additional non-controlling interests for a total amount of €10 million, including transaction costs, recognized in equity, mainly relating to Serbian subsidiaries.

5. Divestitures, Disposal Group / Assets Held for Sale and Discontinued Operations

5.1 Divestitures

During 2014, Delhaize Group only divested operations from its operating activities that met the definition of discontinued operations (see Note 5.3).

In 2013, Delhaize Group converted several of its Belgian company-operated City stores into affiliated Proxy stores, operated by independent third parties. Delhaize Group received a total cash consideration of €12 million and recognized a gain on disposal of approximately €9 million, classified as “Other operating income”.

In 2012, Delhaize Group sold Wambacq - Peeters SA, a Belgian transport company, to Van Moer Group. This transaction did not meet the criteria of a “Discontinued Operation” and was completed on April 30, 2012. Delhaize Group received €3 million in cash and recorded a gain on disposal of €1 million in 2012.

5.2 Disposal Group / Assets Classified as Held for Sale

Disposal of Bottom Dollar Food

In 2014, Delhaize Group signed an agreement with Aldi Inc. to sell its 66 Bottom Dollar Food locations for approximately $15 million (€12 million). The estimated fair value of the disposal group has been classified as a Level 1 fair value, being the exit price in an orderly and binding transaction.

Assets and liabilities relating to these operations (being part of the “United States” segment) are classified as a disposal group held for sale. The transaction also meets the definition of discontinued operations. Consequently, the relevant profit or loss after tax has been classified as “Result from discontinued operations”, with comparative information being re-presented.

The transaction is subject to customary closing conditions and is expected to be completed early 2015. In 2014, the 66 stores generated revenues of approximately $0.5 billion.

At December 31, 2014, the carrying value of assets classified as held for sale and associated liabilities related to the disposal of Bottom Dollar Food to Aldi Inc. were as follows:

(in millions of €)	2014
Property, plant and equipment		52
Assets classified as held for sale		52
Less:
Obligations under finance lease		(37	)
Accounts payable, accrued expenses and other liabilities		(3	)
Assets classified as held for sale, net of associated liabilities		12

In addition, equipment relating to these stores (carrying amount of €2 million) has been classified as held for sale and is expected be sold to third parties.

The Group recognized a total impairment loss of €124 million (see also Note 5.3) to write down the carrying value of the Bottom Dollar Food operations to its fair value less costs to sell.

Disposal of Sweetbay, Harveys and Reid’s

In 2013, Delhaize Group signed an agreement with Bi-Lo Holdings (Bi-Lo) to sell its Sweetbay, Harveys and Reid´s operations. The transaction closed in 2014 for a final sales price of $234 million (€171 million) in cash.

Assets and liabilities relating to these operations (being part of the “United States” segment) were classified as a disposal group held for sale in 2013 and the relevant profit or loss after tax classified as “Result from discontinued operations,” with comparative information being re-presented.

F-31

In 2013, the 164 stores included in the transaction generated revenues of approximately $1.7 billion.

A gain of €8 million realized on the sale was included in “Results from discontinued operations” during 2014.

Disposal of Bulgarian and Bosnian and Herzegovinian operations

In 2014, Delhaize Group sold its Bulgarian operations to AP Mart and Delhaize Bosnia and Herzegovina to Tropic Group B.V., incurring insignificant settlement losses. Both activities were part of the “Southeastern Europe” segment and meet the requirements of discontinued operations. Therefore, the profit and loss after tax relating to these operations are classified as “Result from discontinued operations” (see also Note 5.3) and comparative information has been re-presented.

The operations were transferred to the buyers, including cash and cash equivalents of €3 million and €1 million, respectively.

Disposal of Delhaize Montenegro

In 2013, Delhaize Group sold its Montenegrin operations (part of the “Southeastern Europe” segment) for a total sales price of €5 million to Expo Commerce and presented the profit and loss as discontinued operations (see also Note 5.3). Comparative information was re-presented.

Disposal of Delhaize Albania SHPK

In 2013, Delhaize Group completed the sale of its Albanian activities (“Delhaize Albania”) for a sales price of €1 million. The assets and liabilities of Delhaize Albania, that were part of the previously called “Southeastern Europe & Asia” segment had been presented as “held for sale” as of December 31, 2012 and the operating results of the Albanian company in previous years as well as the gain of €1 million realized on the sale were classified as “Results from discontinued operations” in the income statement.

Disposal of individual properties

In 2014, Delhaize Group sold its distribution center in Plant City, Florida (carrying amount of $23 million), which was supplying Sweetbay stores until their disposal, to C&S Wholesale Grocers for a total consideration of $28 million (€21 million).

Delhaize Group holds a number of individual properties, mainly small shops, office buildings, pharmacies or bank branches, which it considers not incremental to its retail operations. The carrying value of these assets held for sale amounts to €6 million at December 31, 2014, of which €3 million relate to the U.S. and €3 million to the “Southeastern Europe” segment. At December 31, 2013 and 2012, the carrying value of individual properties held for sale amounted to €7 million and €12 million, respectively.

These properties are measured at fair value less costs to sell. The fair values of these assets have been categorized in Level 2 in the fair value level hierarchy. These fair values have been determined predominantly using a market approach based on sales transactions in the market of comparable property and signed non-binding sales agreements.

5.3 Discontinued Operations

As mentioned in Note 5.2, Bottom Dollar Food, Sweetbay, Harveys and Reid’s (U.S.), the Bulgarian operations, Delhaize Bosnia and Herzegovina, Delhaize Montenegro and Delhaize Albania qualified as discontinued operations.

F-32

The overall “Result from discontinued operations” and corresponding net cash flows of the entities classified as discontinued operations are summarized as follows (no adjustments to amounts previously presented in discontinued operations were made):

(in millions of €, except per share information)	2014			2013			2012
Revenues		864			1 868			2 103
Cost of sales		(676	)		(1 415	)		(1 587	)
Other operating income		7			12			9
Selling, general and administrative expenses		(195	)		(462	)		(566	)
Other operating expenses		(8	)		(89	)		(154	)
Net financial expenses		(1	)		(17	)		(17	)
Result before tax		(9	)		(103	)		(212	)
Income taxes		(2	)		25			34
Result of discontinued operations (net of tax)		(11	)		(78	)		(178	)
Pre-tax loss recognized on re-measurement of assets of disposal groups		(138	)		(12	)		(16	)
Income taxes		50			—			—
Result from discontinued operations (net of tax), fully attributable to equity holders of the Group		(99	)		(90	)		(194	)
Basic earnings per share from discontinued operations		(0.97	)		(0.89	)		(1.92	)
Diluted earnings per share from discontinued operations		(0.97	)		(0.88	)		(1.91	)
Operating cash flows		(29	)		15			9
Investing cash flows		7			(43	)		(51	)
Financing cash flows		9			43			20
Total cash flows		(13	)		15			(22	)

In 2014, Delhaize Group recognized €138 million of impairment losses to write down the carrying value of Bottom Dollar Food (€124 million), the Bulgarian operations (€11 million) and Delhaize Bosnia and Herzegovina (€3 million) to their estimated fair value less costs to sell.

In 2013, Delhaize Group recognized in “Other operating expenses” Sweetbay store closing charges of €46 million, onerous lease contract charges, severance costs and impairment losses related to headquarter and distribution centers that were impacted by the planned sale to Bi-Lo for a total amount of €19 million and incurred cost to sell of €9 million. The Group recognized a total impairment loss of €12 million to write down the carrying value of Delhaize Montenegro and Sweetbay, Harveys and Reid’s to their estimated fair value less costs to sell.

In 2012, “Other operating expenses” consisted of €137 million of impairment losses: €35 million related to underperforming Sweetbay stores, €9 million to underperforming Bottom Dollar Food stores, €42 million in Bulgaria (of which €15 million on goodwill and €15 million on the Piccadilly brand name), €34 million in Bosnia and Herzegovina (of which €26 million on goodwill), and €17 million in Montenegro (of which €10 million on goodwill). Delhaize Group recognized an impairment loss of €16 million for Delhaize Albania.

6. Goodwill

(in millions of €)	2014			2013			2012
Gross carrying amount at January 1		3 215			3 396			3 487
Accumulated impairment at January 1		(256	)		(207	)		(73	)
Net carrying amount at January 1		2 959			3 189			3 414
Acquisitions through business combinations and adjustments to initial purchase accounting		13			3			3
Classified as held for sale (net amount)		(1	)		(3	)		(8	)
Impairment losses		(138	)		(124	)		(136	)
Currency translation effect (net amount)		314			(106	)		(84	)
Gross carrying amount at December 31		3 485			3 215			3 396
Accumulated impairment at December 31		(338	)		(256	)		(207	)
Net carrying amount at December 31		3 147			2 959			3 189

F-33

Goodwill is allocated and tested for impairment at the cash-generating unit (CGU) level that is expected to benefit from synergies of the combination the goodwill resulted from, which at Delhaize Group represents an operating entity or country level, being also the lowest level at which goodwill is monitored for internal management purpose.

During 2012, the Group revisited its reporting to the CODM for its U.S. operations (see Note 3). As a consequence, Delhaize Group’s U.S. operations represent separate operating segments at which goodwill needs to be reviewed for impairment testing purposes.

The Group’s CGUs with significant goodwill allocations are detailed below:

(in millions)		2014		2013		2012
Food Lion	USD		1 684		1 684		1 688
Hannaford	USD		1 558		1 555		1 555
United States	EUR		2 670		2 349		2 458
Greece	EUR		214		209		207
Belgium	EUR		186		186		186
Serbia	EUR		50		194		318
Romania	EUR		27		20		20
Bulgaria	EUR		—		1		—
Total	EUR		3 147		2 959		3 189

Delhaize Group conducts an annual impairment assessment for goodwill and, in addition, whenever events or circumstances indicate that an impairment may have occurred. The impairment test of goodwill involves comparing the recoverable amount of each CGU with its carrying value, including goodwill, and recognition of an impairment loss if the carrying value exceeds the recoverable amount.

The recoverable amount of each operating entity is determined based on the higher of value in use (“VIU”) and the fair value less cost to sell (“FVLCTS”):

• The VIU calculations use local currency cash flow projections based on the latest available financial plans approved by management for all CGUs, adjusted to ensure that the CGUs are tested in their current condition, covering a three-year period, based on actual results of the past and using observable market data, where possible. Cash flows beyond the three- year period are extrapolated to five years.

Growth rates and operating margins used to estimate future performance are equally based on past performance and experience of growth rates and operating margins achievable in the relevant market and in line with market data, where possible. Beyond five years, perpetual growth rates are used which do not exceed the long-term average growth rate for the supermarket retail business in the particular market in question and the long-term economic growth of the respective country. These pre-tax cash flows are discounted applying a pre-tax rate, which is derived from the CGU’s WACC (Weighted Average Cost of Capital) in an iterative process as described by IAS 36.

• The FVLCTS is based on discounted cash flow calculations, in local currencies, using cash flow projections based on the latest available financial plans approved by management for all CGUs, as explained above. Cash flows beyond the three- year period are extrapolated to ten years in line with market participant assumptions. Beyond ten years, perpetual growth rates do not exceed the long-term average growth rate for the supermarket retail business in the particular market in question and the long-term economic growth of the respective country. Operating margins are kept in line with longer term market participant assumptions. Delhaize Group uses pre-tax cash flows which are discounted applying a pre-tax rate, being derived from the CGU’s WACC as described above. The FVLCTS represents a Level 3 fair value in the IFRS 13 fair value hierarchy. Earnings multiples paid for similar companies in the market are used to ensure appropriateness of the FVLCTS estimates and overall consistency.

United States

The recoverable amount of Hannaford is determined based on VIU. In 2014, the recoverable amount of Food Lion was determined based on FVLCTS and VIU estimates. The FVLCTS estimate takes into account the new strategy centered around “Easy, Fresh and Affordable,” which the Group started to test in 2013, while the VIU estimate does not consider any cash flows related to this strategy. With the fair value being above the VIU, the fair value represents the recoverable amount, with both values being significantly above the carrying amount. The key assumptions used for the recoverable amount calculations were as follows:

F-34

	Perpetual Growth Rate			Pre-tax Discount rate
2014:
Food Lion (FVLCTS)		2.1	%		10.4	%
Hannaford (VIU)		2.1	%		10.5	%
2013:
Food Lion (FVLCTS)		2.1	%		10.4	%
Hannaford (VIU)		2.1	%		10.6	%
2012:
Food Lion (VIU)		2.3	%		10.1	%
Hannaford (VIU)		2.3	%		9.6	%

Management believes that the assumptions used in the recoverable amount calculations represent the best estimates of future development and is of the opinion that no reasonable possible change in any of the key assumptions mentioned above would cause the carrying value of the cash generating units to exceed their recoverable amounts. The Group estimated that a decrease in growth rate by 50 basis points, keeping all other assumptions constant, would decrease the 2014 recoverable amount for Food Lion and Hannaford by $363 million and $353 million, respectively. An increase of the discount rate by 100 basis points, keeping all other assumptions constant, would decrease the 2014 recoverable amount for Food Lion and Hannaford by $1 029 million and $779 million, respectively. A simultaneous increase in discount rate and decrease in growth rates by the before mentioned amounts would not result in the carrying amount of Food Lion or Hannaford exceeding the recoverable amount. Alternatively, a reduction in the total projected future cash flows by 10%, keeping all other assumptions constant, would decrease the 2014 recoverable amount for Food Lion and Hannaford by $576 million and $460 million, respectively and would not result in the carrying amount of Food Lion or Hannaford exceeding the recoverable amount.

In 2013, and as a result of the decision to sell Sweetbay, Harveys and Reid’s, goodwill of €3 million, previously allocated to Food Lion, has been re-allocated to Harveys and transferred to assets held for sale (see Note 5.2).

Europe

The recoverable amount of the operating segments Belgium, Greece and Romania has been determined based on VIU. The key assumptions used for the VIU calculations were as follows:

	Perpetual Growth Rate			Pre-tax Discount rate
2014:
Belgium		1.4	%		9.3	%
Greece		2.3	%		11.5	%
Romania		2.7	%		11.7	%
2013:
Belgium		2.3	%		11.3	%
Greece		2.3	%		12.9	%
Romania		2.5	%		12.1	%
2012:
Belgium		2.4	%		9.9	%
Greece		1.6	%		14.4	%
Romania		2.3	%		11.7	%

Management believes that the assumptions used in the recoverable amount calculations represent the best estimates of future development and is of the opinion that no reasonable possible change in any of the key assumptions mentioned above would cause the carrying value of the cash generating units to exceed their recoverable amounts. The Group estimated that a decrease in growth rate by 50 basis points, keeping all other assumptions constant, would decrease the 2014 recoverable amount for Belgium, Greece and Romania by €129 million, €59 million and €20 million, respectively. An increase of the discount rate by 100 basis points, keeping all other assumptions constant, would decrease the 2014 recoverable amount for Belgium, Greece and Romania by €287 million, €146 million and €49 million, respectively. A simultaneous increase in discount rate and decrease in growth rates by the before mentioned amounts would not result in the carrying amount of Belgium, Greece or Romania

F-35

exceeding the recoverable amount. Alternatively, a reduction in the total projected future cash flows by 10%, keeping all other assumptions constant, would decrease the 2014 recoverable amount for Belgium, Greece and Romania by €167 million, €116 million and €44 million, respectively and would not result in the carrying amount of Belgium, Greece or Romania exceeding the recoverable amount.

Considering the expected longer term growth of the relatively young operations in Serbia, the recoverable amount is determined based on FVLCTS estimates.

• In 2012, Delhaize Group impaired 100% of the then recognized goodwill related to Bulgaria, Bosnia and Herzegovina and Montenegro and recognized a €85 million impairment loss with respect to the Serbian goodwill.

• During 2013, the general economic situation in Serbia worsened significantly, impacting the Group’s short- to mid-term expectations for its Serbian operations and resulting in an impairment indicator. Consequently, Delhaize Group performed an impairment review of its Serbian goodwill and recognized an additional impairment loss of €124 million.

• During 2014, the Serbian economy continued to struggle due to the impact of fiscal tightening, lower inflow of investments, and the overall fragile situation in the Serbian and international markets. During the second quarter, the country was further hit by a devastating flooding, which further negatively impacted the economy. At the same time, competition further strengthened in the retail market. Due to this, the Group reconsidered its estimates and forecasts in connection with its Serbian business and concluded that the before said had a negative short-term impact on the cash flow projections of Delhaize Serbia, providing goodwill impairment indicators. Consequently, Delhaize Group updated its impairment review of its Serbian goodwill and recognized impairment charges of a total amount of €138 million.

The key assumptions used and the recognized impairment losses in the various years were as follows:

	Perpetual Growth Rate			Pre-tax Discount Rate			Impairment Loss Recognized (in millions)
2014:
Serbia		3.0	%		15.1	%		EUR	138
2013:
Serbia		2.8	%		15.1	%		EUR	124
2012:
Serbia		3.7	%		14.6	%		EUR	85
Bosnia and Herzegovina		2.7	%		10.7	%		EUR	26
Bulgaria		2.3	%		16.1	%		EUR	15
Montenegro		3.4	%		14.1	%		EUR	10
Total								EUR	136

For the annual goodwill impairment testing of Delhaize Serbia, Delhaize Group applied a 3.2% perpetual growth rate and a 15.2% pre-tax discount rate, which did not result in any further impairment. The Group estimated that a decrease in growth rate by 50 basis points, keeping all other assumptions constant, would decrease the recoverable amount Serbia by €9 million and result in the carrying amount exceeding the recoverable amount by €2 million. An increase of the discount rate by 100 basis points, keeping all other assumptions constant, would decrease the recoverable amount by €41 million and result in the carrying amount exceeding the recoverable amount by €33 million. A simultaneous increase in discount rate and decrease in growth rates by the before mentioned amounts would decrease the recoverable amount by €48 million and result in the carrying amount exceeding the recoverable amount by €40 million. Alternatively, a reduction in the total projected future cash flows by 10%, keeping all other assumptions constant, would decrease the recoverable amount by €35 million and result in the carrying amount exceeding the recoverable amount by €28 million.

Impairment losses are recognized in profit or loss in “Other operating expenses” (see Note 28).

In 2012, and as a result of the decision to sell the Group’s Albanian operations (see Note 5.2), relating goodwill has been fully impaired to reflect the measurement of Albania at FVLCTS. The remeasurement loss is included in “Result from discontinued operations (net of tax)” (see Note 5.3).

F-36

7. INTANGIBLE ASSETS

Intangible assets consist primarily of trade names, customer relationships, purchased and internally developed software, favorable lease rights, prescription files and other licenses. Delhaize Group has determined that its trade names have an indefinite useful life and are not amortized, but are tested annually for impairment and whenever events or circumstances indicate that impairment may have occurred. Trade names are tested for impairment by comparing their recoverable amount, being their FVLCTS (Level 3), with their carrying amount. The recoverable amount is estimated applying the royalty-relief-method, using revenue projections and discount rates of each operating entity consistent with the assumptions applied as part of the annual goodwill impairment testing (see Note 6). The Group applied estimated royalty rates of 0.45% and 0.70% for Food Lion and Hannaford, respectively, and 0.62% (Tempo) and 1.41% (Maxi) for Serbia, depending on the local strength of each brand.

During the second quarter of 2014, the Group identified impairment indicators with respect to its Serbian operations and updated its impairment review of its Serbian trade names, recognizing impairment losses of €10 million. Royalty rates applied range from 0.62% (Tempo) to 1.43% (Maxi).

In 2013, the Group identified impairment indicators with respect to its Serbian and Bulgarian trade names. Royalty rates for the various brands range from 0.54% (Piccadilly) to 1.20% (Maxi). Further, the Group decided to retire its Mini Maxi and Piccadilly Express brands and to convert these stores into a new format and therefore fully impaired these trade names. The above resulted in the recognition of impairment losses of €67 million and €4 million for Serbia and Bulgaria, respectively. As part of the disposal of Harveys (see Note 5.2), $5 million (€4 million) were reclassified from the CGU Food Lion to assets held for sale.

During 2012 the Group fully impaired the Albanian trade name (€3 million), reflecting the measurement of the disposal group in accordance with IFRS 5, and included this impairment in “Result from discontinued operations (net of tax)” (see Note 5.3). Further, the Group recognized impairment losses in connection with the Piccadilly brands in Bulgaria (part of the “Southeastern Europe” segment) for €15 million, reflecting the Group’s revised expectations on market conditions.

See Note 8 for a description of the impairment test for assets with finite lives.

(in millions of €)	Trade Names			Developed Software			Purchased Software			Favorable Lease Rights			Other			Total
Cost at January 1, 2014		519			290			359			122			55			1 345
Additions		—			43			23			—			12			78
Sales and disposals		—			—			(2	)		(4	)		(3	)		(9	)
Acquisitions through business combinations		—			—			—			1			1			2
Transfers (to) from other accounts		—			2			9			—			(10	)		1
Classified as held for sale		(29	)		—			(1	)		—			(1	)		(31	)
Currency translation effect		38			13			37			15			6			109
Cost at December 31, 2014		528			348			425			134			60			1 495
Accumulated amortization at January 1, 2014		—			(171	)		(242	)		(86	)		(27	)		(526	)
Accumulated impairment at January 1, 2014		(85	)		—			—			—			(2	)		(87	)
Amortization expense		—			(35	)		(43	)		(7	)		(4	)		(89	)
Impairment losses		(10	)		—			—			—			—			(10	)
Sales and disposals		—			—			2			4			3			9
Classified as held for sale		19			—			—			—			1			20
Currency translation effect		4			(11	)		(26	)		(12	)		(4	)		(49	)
Accumulated amortization at December 31, 2014		—			(217	)		(309	)		(100	)		(32	)		(658	)
Accumulated impairment at December 31, 2014		(72	)		—			—			(1	)		(1	)		(74	)
Net carrying amount at December 31, 2014		456			131			116			33			27			763

F-37

(in millions of €)	Trade Names			Developed Software			Purchased Software			Favorable Lease Rights			Other			Total
Cost at January 1, 2013		575			271			321			154			63			1 384
Additions		—			36			32			—			11			79
Sales and disposals		—			(1	)		(2	)		(16	)		(3	)		(22	)
Transfers (to) from other accounts		—			(12	)		21			—			(8	)		1
Classified as held for sale		(38	)		—			(1	)		(10	)		(6	)		(55	)
Currency translation effect		(18	)		(4	)		(12	)		(6	)		(2	)		(42	)
Cost at December 31, 2013		519			290			359			122			55			1 345
Accumulated amortization at January 1, 2013		—			(142	)		(211	)		(102	)		(28	)		(483	)
Accumulated impairment at January 1, 2013		(51	)		—			—			—			(2	)		(53	)
Amortization expense		—			(33	)		(41	)		(9	)		(4	)		(87	)
Impairment losses		(71	)		—			—			—			(1	)		(72	)
Sales and disposals		—			—			2			15			1			18
Transfers to (from) other accounts		—			—			(1	)		(1	)		2			—
Classified as held for sale		34			—			1			7			3			45
Currency translation effect		3			4			8			4			—			19
Accumulated amortization at December 31, 2013		—			(171	)		(242	)		(86	)		(27	)		(526	)
Accumulated impairment at December 31, 2013		(85	)		—			—			—			(2	)		(87	)
Net carrying amount at December 31, 2013		434			119			117			36			26			732

(in millions of €)	Trade Names			Developed Software			Purchased Software			Favorable Lease Rights			Other			Total
Cost at January 1, 2012		599			222			281			170			65			1 337
Additions		—			71			17			—			4			92
Sales and disposals		—			—			(2	)		(12	)		(4	)		(18	)
Transfers (to) from other accounts		—			(20	)		30			—			—			10
Classified as held for sale		(3	)		—			—			—			—			(3	)
Currency translation effect		(21	)		(2	)		(5	)		(4	)		(2	)		(34	)
Cost at December 31, 2012		575			271			321			154			63			1 384
Accumulated amortization at January 1, 2012		—			(116	)		(171	)		(105	)		(30	)		(422	)
Accumulated impairment at January 1, 2012		(36	)		—			—			—			(1	)		(37	)
Amortization expense		—			(27	)		(36	)		(11	)		(3	)		(77	)
Impairment losses		(15	)		—			—			—			(2	)		(17	)
Sales and disposals		—			—			1			12			4			17
Transfers to (from) other accounts		—			—			(8	)		—			—			(8	)
Currency translation effect		—			1			3			2			2			8
Accumulated amortization at December 31, 2012		—			(142	)		(211	)		(102	)		(28	)		(483	)
Accumulated impairment at December 31, 2012		(51	)		—			—			—			(2	)		(53	)
Net carrying amount at December 31, 2012		524			129			110			52			33			848

F-38

Trade name assets are allocated to the following cash generating units:

(in millions of €)	December 31,
	2014		2013		2012
Food Lion		208		184		196
Hannaford		178		156		163
Delhaize America		386		340		359
Serbia		70		84		151
Bulgaria		—		10		14
SEE		70		94		165
Total		456		434		524

Amortization expenses are mainly charged to selling, general and administrative expenses.

8. Property, Plant and Equipment

(in millions of €)	Land and Buildings			Leasehold Improvements			Furniture, Fixtures, Equipment and Vehicles			Construction in Progress and Advance Payments			Property under Finance Leases			Total Property, Plant and Equipment
Cost at January 1, 2014		2 579			1 732			3 269			61			716			8 357
Additions		79			55			240			152			37			563
Sales and disposals		(51	)		(21	)		(188	)		—			(26	)		(286	)
Acquisitions through business combinations		2			—			2			—			—			4
Transfers (to) from other accounts		86			51			34			(170	)		1			2
Currency translation effect		158			158			289			1			83			689
Classified as held for sale		(129	)		(77	)		(75	)		(1	)		(53	)		(335	)
Cost at December 31, 2014		2 724			1 898			3 571			43			758			8 994
Accumulated depreciation at January 1, 2014		(837	)		(1 084	)		(2 022	)		—			(371	)		(4 314	)
Accumulated impairment at January 1, 2014		(20	)		(10	)		(36	)		(1	)		(3	)		(70	)
Depreciation expense		(90	)		(119	)		(250	)		—			(41	)		(500	)
Impairment losses		(9	)		(3	)		(14	)		—			—			(26	)
Sales and disposals		33			20			170			—			24			247
Transfers to (from) other accounts		(2	)		—			1			—			(1	)		(2	)
Currency translation effect		(71	)		(112	)		(196	)		1			(47	)		(425	)
Classified as held for sale		28			27			42			—			14			111
Accumulated depreciation at December 31, 2014		(949	)		(1 273	)		(2 277	)		—			(422	)		(4 921	)
Accumulated impairment at December 31, 2014		(19	)		(8	)		(28	)		—			(3	)		(58	)
Net carrying amount at December 31, 2014		1 756			617			1 266			43			333			4 015

F-39

(in millions of €)	Land and Buildings			Leasehold Improvements			Furniture, Fixtures, Equipment and Vehicles			Construction in Progress and Advance Payments			Property under Finance Leases			Total Property, Plant and Equipment
Cost at January 1, 2013		2 586			1 914			3 602			42			856			9 000
Additions		76			71			216			123			12			498
Sales and disposals		(17	)		(88	)		(232	)		—			(39	)		(376	)
Acquisitions through business combinations		—			2			3			—			—			5
Transfers (to) from other accounts		43			26			20			(103	)		(20	)		(34	)
Currency translation effect		(61	)		(58	)		(109	)		(1	)		(31	)		(260	)
Classified as held for sale		(48	)		(135	)		(231	)		—			(62	)		(476	)
Cost at December 31, 2013		2 579			1 732			3 269			61			716			8 357
Accumulated depreciation at January 1, 2013		(800	)		(1 156	)		(2 194	)		—			(407	)		(4 557	)
Accumulated impairment at January 1, 2013		(26	)		(29	)		(53	)		(1	)		(20	)		(129	)
Depreciation expense		(88	)		(122	)		(255	)		—			(43	)		(508	)
Impairment losses		(2	)		(5	)		(7	)		—			(3	)		(17	)
Sales and disposals		15			86			213			—			39			353
Transfers to (from) other accounts		—			1			4			—			18			23
Currency translation effect		24			39			73			—			16			152
Classified as held for sale		20			92			161			—			26			299
Accumulated depreciation at December 31, 2013		(837	)		(1 084	)		(2 022	)		—			(371	)		(4 314	)
Accumulated impairment at December 31, 2013		(20	)		(10	)		(36	)		(1	)		(3	)		(70	)
Net carrying amount at December 31, 2013		1 722			638			1 211			60			342			3 973

(in millions of €)	Land and Buildings			Leasehold Improvements			Furniture, Fixtures, Equipment and Vehicles			Construction in Progress and Advance Payments			Property under Finance Leases			Total Property, Plant and Equipment
Cost at January 1, 2012		2 530			1 897			3 612			86			969			9 094
Additions		94			100			244			145			14			597
Sales and disposals		(21	)		(110	)		(228	)		(4	)		(26	)		(389	)
Acquisitions through business combinations		3			—			1			—			—			4
Transfers (to) from other accounts		29			56			40			(185	)		(87	)		(147	)
Currency translation effect		(48	)		(28	)		(55	)		—			(14	)		(145	)
Classified as held for sale		(1	)		(1	)		(12	)		—			—			(14	)
Cost at December 31, 2012		2 586			1 914			3 602			42			856			9 000
Accumulated depreciation at January 1, 2012		(735	)		(1 123	)		(2 109	)		—			(422	)		(4 389	)
Accumulated impairment at January 1, 2012		(18	)		(34	)		(62	)		—			(56	)		(170	)
Depreciation expense		(93	)		(132	)		(292	)		—			(50	)		(567	)
Impairment losses		(15	)		(23	)		(36	)		(1	)		(12	)		(87	)
Sales and disposals		14			109			209			—			25			357
Transfers to (from) other accounts		10			1			4			—			79			94
Currency translation effect		11			17			34			—			9			71
Classified as held for sale		—			—			5			—			—			5
Accumulated depreciation at December 31, 2012		(800	)		(1 156	)		(2 194	)		—			(407	)		(4 557	)
Accumulated impairment at December 31, 2012		(26	)		(29	)		(53	)		(1	)		(20	)		(129	)
Net carrying amount at December 31, 2012		1 760			729			1 355			41			429			4 314

During 2014, the Group reclassified property, plant and equipment to assets classified as held for sale for a total amount of €224 million as a result of the disposal of the banner Bottom Dollar Food, a Sweetbay distribution center (total of €205 million at Delhaize America), Delhaize Bosnia and Herzegovina (€11 million) and the Bulgarian operations (€8 million).

During 2013, the Group reclassified property, plant and equipment to assets classified as held for sale for a total amount of €177 million, of which €161 million related to the planned disposal of Sweetbay, Harveys and Reid’s and €16 million to the disposal of Delhaize Montenegro (see Note 5).

F-40

In 2014, the Group reclassified property, plant and equipment to investment property for €0 million (see Note 9; 2013 and 2012, €2 million and €44 million, respectively). In accordance with the Group’s policy, closed stores held under finance lease agreements are reclassified to investment property.

Property, plant and equipment can be summarized by reportable segment as follows:

(in millions of €)	December 31,
	2014		2013		2012
United States		2 120		2 129		2 510
Belgium		848		841		828
Southeastern Europe		1 037		994		966
Corporate		10		9		10
Total property, plant and equipment		4 015		3 973		4 314

Depreciation expense is included in the following line items of the income statement:

(in millions of €)	2014		2013		2012
Cost of sales		60		56		57
Selling, general and administrative expenses		424		415		446
Depreciation from discontinued operations		16		37		64
Total depreciation		500		508		567

Delhaize Group tests assets with finite lives for impairment whenever events or circumstances indicate that an impairment may exist. The Group monitors the carrying value of its operating retail stores, the lowest level asset group for which identifiable cash inflows of store assets are independent of other (groups of) assets (“cash-generating unit” or CGU), for potential impairment based on historical and projected cash flows. The value in use, applying the main assumptions detailed in Note 6, is estimated using projected discounted cash flows based on past experience and knowledge of the markets in which the stores are located, adjusted for various factors such as inflation and general economic conditions. The fair value less costs to sell is estimated based on a multiples approach or independent third party appraisals, based on the location and condition of the stores.

Closed stores are reviewed for impairment on a fair value less costs to sell basis (Level 3), based on actual results of the past and using observable market data, where possible.

Management believes that the assumptions applied when testing for impairment are reasonable estimates of the economic conditions and operating performance of the different CGUs. Changes in these conditions or performance will have an impact on the projected cash flows used to determine the recoverable amount of the CGUs and might result in additional stores identified as being possibly impaired and/or on the impairment amount calculated.

The impairment charges can be summarized by property, plant and equipment categories as follows:

(in millions of €)			December 31,
	Note		2014		2013		2012
Land and buildings				9		2		15
Leasehold improvements				3		5		23
Furniture, fixtures, equipment and vehicles				14		7		36
Construction in progress				—		—		1
Property under finance leases				—		3		12
Total				26		17		87
Recognized in :
Other operating expenses		28		16		8		16
Result from discontinued operations				10		9		71

F-41

In 2014, the Group recorded €7 million impairment losses on 2 of its incumbent distribution centers at Delhaize Serbia and €8 million on equipment that is idle following the sale of Bottom Dollar Food (the latter recorded in “Result from discontinued operations”).

In 2012, the Group recognized impairment losses of €87 million related to (i) 45 stores (34 Sweetbay, 8 Food Lion and 3 Bottom Dollar Food) that were closed early 2013 and 9 underperforming stores, all in the United States, for a total amount of €54 million, (ii) the closing of 6 stores and underperformance of 57 stores in Southeastern Europe (€28 million), and (iii) 1 store closing and the impairment of 6 stores in Belgium (€5 million).

Property under finance leases consists mainly of buildings. The number of owned versus leased stores by operating segment at December 31, 2014 is as follows:

	Owned		Finance Leases		Operating Leases		Affiliated and Franchised Stores Owned by their Operators or Directly Leased by their Operators from a Third Party		Total
United States		233		501		627		—		1 361
Belgium		151		38		234		457		880
Southeastern Europe		338		—		703		64		1 105
Total		722		539		1 564		521		3 346

9. Investment Property

Investment property, principally comprised of owned rental space attached to supermarket buildings and excess real estate, is held for long-term rental yields or appreciation and is not occupied by the Group.

Investment property is accounted for at cost less accumulated depreciation and accumulated impairment losses, if any. When stores held under finance lease agreements are closed (see Note 20.1) or if land will no longer be developed for construction purposes or is held for currently undetermined use, they are reclassified from property, plant and equipment to investment property.

(in millions of €)	2014			2013			2012
Cost at January 1		252			250			137
Additions		2			—			6
Sales and disposals		(41	)		(22	)		(29	)
Transfers (to) from other accounts		(4	)		33			142
Currency translation effect		23			(9	)		(6	)
Classified as held for sale		(6	)		—			—
Cost at December 31		226			252			250
Accumulated depreciation and impairment at January 1		(152	)		(134	)		(54	)
Depreciation expense		(4	)		(4	)		(4	)
Impairment losses		(2	)		(6	)		(14	)
Sales and disposals		28			17			26
Transfers to (from) other accounts		—			(31	)		(91	)
Currency translation effect		(14	)		6			3
Classified as held for sale		2			—			—
Accumulated depreciation and impairment at December 31		(142	)		(152	)		(134	)
Net carrying amount at December 31		84			100			116

In 2012, a net book value of €51 million was transferred to investment property from (i) property, plant and equipment (€44 million) primarily as a result of the store portfolio review and (ii) assets held for sale in Serbia (€7 million). Due to a weakening real estate market and the deteriorating state of the property for sale, making a sale within the foreseeable future unlikely, certain properties were reclassified into investment property.

At December 31, 2014, 2013 and 2012, the Group only had insignificant investment property under construction.

F-42

The fair value of investment property amounted to €120 million, €132 million and €146 million at December 31, 2014, 2013 and 2012, respectively. Level 2 fair values were estimated using third party appraisals and signed, non-binding purchase and sales agreements. Level 3 fair values were predominantly established applying an income approach. The entity did not change the valuation technique applied during the reporting period. The main inputs to the valuation model are current market rents, estimated market rental value (EMRV), term yield and reversionary yield. Independent external or internal valuers supporting the fair value estimates have the necessary recognized and relevant professional qualification.

The fair value of the investment properties has been categorized as follows:

	December 31, 2014
	Carrying amount at amortized cost		Fair value
(in millions of €)			Total		Level 2		Level 3
United States		66		97		61		36
Southeastern Europe		18		23		—		23
Total investment property		84		120		61		59

Rental income from investment property recorded in other operating income was €6 million for 2014, €6 million for 2013 and €7 million for 2012. Operating expenses arising from investment property generating rental income, included in selling, general and administrative expenses, were €4 million in 2014, €4 million in 2013 and €6 million in 2012. Operating expenses arising from investment property not generating rental income, included in selling, general and administrative expenses, were €1 million in 2014, €6 million in 2013 and €4 million in 2012.

10. CATEGORIZATION AND OFFSETTING OF FINANCIAL INSTRUMENTS

10.1 Categorization

Financial Assets by Class and Measurement Category

(in millions of €)	December 31, 2014
	Financial assets measured at amortized cost				Financial assets measured at fair value
	Note		Loans and Receivables		Derivatives - through profit or loss		Derivatives - through equity		Available for sale - through equity		Total
Non-Current
Investments in securities		11		—		—		—		8		8
Other financial assets		12		21		—		—		—		21
Derivative instruments		19		—		9		—		—		9
Current
Receivables		14		623		—		—		—		623
Investments in securities		11		—		—		—		149		149
Other financial assets		12		18		—		—		—		18
Derivative instruments		19		—		2		—		—		2
Cash and cash equivalents		15		1 600		—		—		—		1 600
Total financial assets				2 262		11		—		157		2 430

F-43

(in millions of €)	December 31, 2013
	Financial assets measured at amortized cost				Financial assets measured at fair value
	Note		Loans and Receivables		Derivatives - through profit or loss		Derivatives - through equity		Available for sale - through equity		Total
Non-Current
Investments in securities		11		—		—		—		8		8
Other financial assets		12		21		—		—		—		21
Derivative instruments		19		—		1		—		—		1
Current
Receivables		14		618		—		—		—		618
Investments in securities		11		—		—		—		126		126
Other financial assets		12		25		—		—		—		25
Derivative instruments		19		—		40		—		—		40
Cash and cash equivalents		15		1 149		—		—		—		1 149
Total financial assets				1 813		41		—		134		1 988

(in millions of €)	December 31, 2012
	Financial assets measured at amortized cost				Financial assets measured at fair value
	Note		Loans and Receivables		Derivatives - through profit or loss		Derivatives - through equity		Available for sale - through equity		Total
Non-Current
Investments in securities		11		—		—		—		11		11
Other financial assets		12		19		—		—		—		19
Derivative instruments		19		—		61		—		—		61
Current
Receivables		14		632		—		—		—		632
Investments in securities		11		—		—		—		93		93
Cash and cash equivalents		15		920		—		—		—		920
Total financial assets				1 571		61		—		104		1 736

Financial Assets measured at fair value by Fair Value Hierarchy

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. IFRS 13 requires, for financial instruments that are measured in the balance sheet at fair value the disclosure of fair value measurements by level of fair value measurement hierarchy. For financial instruments not measured at fair value, the disclosure of their fair value and the fair value measurement level is necessary. The fair value measurements have to be categorized by the following level of fair value measurement hierarchy:

• Level 1: The fair value of a financial instrument that is traded in an active market is measured based on quoted (unadjusted) prices for identical assets or liabilities. A market is considered as active if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service, or regulatory agency, and those prices represent actual and regularly occurring market transactions on an arm’s length basis.

• Level 2: The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. These valuation techniques maximize the use of observable market data where it is available and rely as little as possible on entity specific estimates. If all significant inputs required to fair value an instrument are observable, either directly (i.e., as prices) or indirectly (i.e., derived from prices), the instrument is included in Level 2.

F-44

• Level 3: If one or more of the significant inputs used in applying the valuation technique is not based on observable market data, the financial instrument is included in Level 3.

December 31, 2014
(in millions of €)	Note		Level 1		Level 2		Level 3		Total
Non-Current
Available for sale - through equity		11		8		—		—		8
Derivatives - through profit or loss		19		—		9		—		9
Derivatives - through equity		19		—		—		—		—
Current
Available for sale - through equity		11		149		—		—		149
Derivatives - through profit or loss		19		—		2		—		2
Derivatives - through equity		19		—		—		—		—
Total financial assets measured at fair value				157		11		—		168

December 31, 2013
(in millions of €)	Note		Level 1		Level 2		Level 3		Total
Non-Current
Available for sale - through equity		11		8		—		—		8
Derivatives - through profit or loss		19		—		1		—		1
Derivatives - through equity		19		—		—		—		—
Current
Available for sale - through equity		11		126		—		—		126
Derivatives - through profit or loss		19		—		40		—		40
Derivatives - through equity		19		—		—		—		—
Total financial assets measured at fair value				134		41		—		175

December 31, 2012
(in millions of €)	Note		Level 1		Level 2		Level 3		Total
Non-Current
Available for sale - through equity		11		8		3		—		11
Derivatives - through profit or loss		19		—		61		—		61
Derivatives - through equity		19		—		—		—		—
Current
Available for sale - through equity		11		93		—		—		93
Derivatives - through profit or loss		19		—		—		—		—
Derivatives - through equity		19		—		—		—		—
Total financial assets measured at fair value				101		64		—		165

No transfers between the different fair value hierarchy levels took place in 2014, 2013 and 2012.

F-45

Financial Liabilities by Class and Measurement Category

	December 31, 2014
(in millions of €)	Financial liabilities measured at fair value
	Note	Derivatives - through profit or loss		Derivatives - through equity		Financial liabilities being part of a fair value hedge relationship		Financial liabilities at amortized cost		Total
Non-Current
Long-term debt	18.1		—		—		460		1 741		2 201
Obligations under finance leases	18.3		—		—		—		475		475
Derivative instruments	19		26		—		—		—		26
Current
Long-term debt - current portion	18.1		—		—		—		1		1
Obligations under finance leases	18.3		—		—		—		69		69
Accounts payable			—		—		—		2 112		2 112
Total financial liabilities			26		—		460		4 398		4 884

	December 31, 2013
(in millions of €)	Financial liabilities measured at fair value
	Note	Derivatives - through profit or loss		Derivatives - through equity		Financial liabilities being part of a fair value hedge relationship		Financial liabilities at amortized cost		Total
Non-Current
Long-term debt	18.1		—		—		311		1 700		2 011
Obligations under finance leases	18.3		—		—		—		496		496
Derivative instruments	19		8		—		—		—		8
Current
Long-term debt - current portion	18.1		—		—		219		9		228
Obligations under finance leases	18.3		—		—		—		59		59
Derivative instruments	19		3		—		—		—		3
Bank overdrafts			—		—		—		4		4
Accounts payable			—		—		—		1 993		1 993
Total financial liabilities			11		—		530		4 261		4 802

F-46

	December 31, 2012
(in millions of €)	Financial liabilities measured at fair value
	Note	Derivatives - through profit or loss		Derivatives - through equity		Financial liabilities being part of a fair value hedge relationship		Financial liabilities at amortized cost		Total
Non-Current
Long-term debt	18.1		—		—		561		1 752		2 313
Obligations under finance leases	18.3		—		—		—		612		612
Derivative instruments	19		10		—		—		—		10
Current
Long-term debt - current portion	18.1		—		—		—		156		156
Obligations under finance leases	18.3		—		—		—		62		62
Derivative instruments	19		4		—		—		—		4
Accounts payable			—		—		—		1 869		1 869
Total financial liabilities			14		—		561		4 451		5 026

Financial Liabilities measured at fair value by Fair Value Hierarchy

December 31, 2014
(in millions of €)	Note		Level 1		Level 2		Level 3		Total
Non-Current
Derivatives - through profit or loss		19		—		26		—		26
Derivatives - through equity		19		—		—		—		—
Current
Derivatives - through profit or loss		19		—		—		—		—
Derivatives - through equity		19		—		—		—		—
Total financial liabilities measured at fair value				—		26		—		26

December 31, 2013
(in millions of €)	Note		Level 1		Level 2		Level 3		Total
Non-Current
Derivatives - through profit or loss		19		—		8		—		8
Derivatives - through equity		19		—		—		—		—
Current
Derivatives - through profit or loss		19		—		3		—		3
Derivatives - through equity		19		—		—		—		—
Total financial liabilities measured at fair value				—		11		—		11

F-47

December 31, 2012
(in millions of €)	Note		Level 1		Level 2		Level 3		Total
Non-Current
Derivatives - through profit or loss		19		—		10		—		10
Derivatives - through equity		19		—		—		—		—
Current
Derivatives - through profit or loss		19		—		4		—		4
Derivatives - through equity		19		—		—		—		—
Total financial liabilities measured at fair value				—		14		—		14

During 2014, 2013 and 2012, no transfers between the different fair value hierarchy levels took place.

Valuation techniques

The available for sale – through equity instruments are mainly categorized as Level 1, when the fair value of these instruments is determined based on their quoted prices in active markets. When the market is not active, the fair value of these instruments is determined based on market approach valuation techniques and the Group uses prices and other relevant information generated by market transactions involving identical or comparable assets.

The derivative financial instruments contracted by the Group are used for hedging purposes to manage its exposure to various financial risks (see Note 19) and they are over-the-counter derivatives (interest rate, currency swaps and foreign exchange forwards) that are not traded in active markets. The fair value of these instruments is determined with present value calculations, using as inputs, besides others, foreign exchange spot rates, interest rate curves or implicit forward rate curves of the underlying. The contractual arrangements of these instruments also include cash collateral (pledged or received) that are payable / receivable if the value of a derivate exceeds a threshold defined in the contractual provisions. Such cash collaterals materially reduce the impact of both the counterparty and the Group’s own non-performance risk on the value of the instrument.

10.2 Offsetting of Financial Instruments

The Group has several financial assets and financial liabilities that are subject to offsetting or enforceable master netting arrangements and similar agreements.

Cash Pool

The Group has implemented a cash pool system, allowing a more efficient management of the daily working capital needs of the participating operating entities. The settlement mechanism of the cash pool is provided by an external financial counterparty. The cash pool system provides that the Group is exposed to a single net amount with that financial counterparty rather than the gross amount of several current accounts and bank overdraft balances with multiple financial counterparties. Settlement on a net basis is intended by both parties and an actual netting is performed recurrently. The right to offset is enforceable in all circumstances, meeting the offsetting criteria and as a result only a net position is presented in the balance sheet.

Offsetting of trade receivables and accounts payables

When local legislations allow and the economic environment requires it, commercial contracts with non-financial counterparties include clauses and terms that provide the legal enforceable right to offset in all circumstances outstanding balances between the parties. The parties intend to settle on a net basis and actual netting is performed recurrently. In Greece, the Group aims to have such terms with most of its suppliers, in order to reduce the liquidity risk. In 2014, the Group started to revise its general agreement with its Serbian suppliers, implementing offsetting conditions in the agreements between the parties. As in both countries the offsetting criteria are met, balances with these suppliers have been presented as such in the consolidated financial statements.

ISDA Master Agreements for Derivatives

The Group has several ISDA (“International Swaps and Derivatives Association”) agreements in connection with its derivative transactions. In general, under such agreements the amounts owed by each counterparty on a single day in respect of all outstanding transactions in the same currency are aggregated into a single net amount that is payable by one party to the other.

F-48

Under certain circumstances, e.g., when a credit event such as default occurs, all outstanding transactions under the agreement are terminated, the termination value is assessed and only a single net amount is payable in settlement of all transactions.

The ISDA agreements do not meet the criteria for offsetting in the balance sheet. This is because the Group does not have a currently legally enforceable right to offset recognized amounts, because the right to offset is enforceable only on the occurrence of future event such as a default. ISDAs are considered as master netting arrangements for IFRS 7 disclosure purposes.

The following table shows the maximum exposure of the Group’s financial assets and financial liabilities that are subject to offset or enforceable master netting arrangements and similar agreements.

	December 31, 2014
	Gross amounts in the balance sheet		Financial instruments that are offset in the balance sheet		Net amounts presented in the balance sheet		Amounts not offset in the balance sheet but subject to master netting arrangements (or similar)
(in millions of €)							Financial assets/liabilities		Cash collateral received/pledged		Net exposure
Non-Current
Derivative financial assets		9		—		9		4		—		5
Current
Derivative financial assets		2		—		2		1		—		1
Receivables		52		52		—		—		—		—
Cash and cash equivalents		327		298		29		—		—		29
Total		390		350		40		5		—		35
Non-Current
Derivative financial liabilities		26		—		26		5		—		21
Current
Accounts payable		542		52		490		—		—		490
Bank overdrafts		298		298		—		—		—		—
Total		866		350		516		5		—		511

F-49

	December 31, 2013
			Financial instruments that		Net amounts		Amounts not offset in the balance sheet but subject to master netting arrangements (or similar)
(in millions of €)	Gross amounts in the balance sheet		are offset in the balance sheet		presented in the balance sheet		Financial assets/liabilities		Cash collateral received/pledged		Net exposure
Non-Current
Derivative financial assets		1		—		1		1		—		—
Current
Derivative financial assets		40		—		40		—		—		40
Receivables		41		41		—		—		—		—
Cash and cash equivalents		470		451		19		—		—		19
Total		552		492		60		1		—		59
Non-Current
Derivative financial liabilities		8		—		8		1		—		7
Current
Derivative financial liabilities		3		—		3		—		—		3
Accounts payable		421		41		380		—		—		380
Bank overdrafts		451		451		—		—		—		—
Total		883		492		391		1		—		390

	December 31, 2012
			Financial instruments that		Net amounts		Amounts not offset in the balance sheet but subject to master netting arrangements (or similar)
(in millions of €)	Gross amounts in the balance sheet		are offset in the balance sheet		presented in the balance sheet		Financial assets/liabilities		Cash collateral received/pledged		Net exposure
Non-Current
Derivative financial assets		61		—		61		7		—		54
Current
Receivables		107		107		—		—		—		—
Cash and cash equivalents		355		229		126		—		—		126
Total		523		336		187		7		—		180
Non-Current
Derivative financial liabilities		10		—		10		7		—		3
Current
Derivative financial liabilities		4		—		4		—		—		4
Accounts payable		450		107		343		—		—		343
Bank overdrafts		229		229		—		—		—		—
Total		693		336		357		7		—		350

11. INVESTMENTS IN SECURITIES

Investments in securities contain investments in debt and equity securities, which are held as available for sale. Securities are included in current assets, except for debt securities with maturities of more than 12 months from the balance sheet date, which are classified as non-current assets. The carrying amounts of the available for sale financial assets are as follows:

F-50

	December 31,
(in millions of €)	2014		2013		2012
Non-current		8		8		11
Current		149		126		93
Total		157		134		104

At December 31, 2014, the Group’s non-current investments in debt securities were €8 million, primarily held in escrow related to defeasance provisions of outstanding Hannaford debt and were therefore not available for general company purposes (see Note 18.1). The escrow funds have the following maturities:

(in millions)	2015		2016		2017		Total
Cash flows in USD		1		9		—		10
Cash flows translated into EUR		1		7		—		8

Delhaize Group further holds some minor non-current investments in money market and investment funds in order to satisfy future pension benefit payments for a limited number of employees, which however do not meet the definition of plan assets as per IAS 19. The maximum exposure to credit risk at the reporting date is the carrying value of the investments.

At December 31, 2014, the Group’s current investments in securities were €149 million and consisted primarily of investment funds that are entirely invested in U.S. Treasuries. These investments are predominantly held by the Group’s captive reinsurance company, covering the Group’s self-insurance exposure (see Note 20.2).

Investments in securities are classified as available for sale and measured at fair value through OCI (see Note 2.3). The fair value level hierarchy and valuation technique used in measuring these instruments are disclosed in Note 10.1.

The Group assesses at each reporting date whether there is objective evidence that an investment or a group of investments is impaired. In 2014, 2013 and 2012, none of the investments in securities were either past due or impaired.

12. OTHER FINANCIAL ASSETS

Other financial assets, non-current and current, include notes receivable, guarantee deposits, restricted cash in escrow, collaterals for derivatives and term deposits, and are carried at amortized cost (see also Note 10.1), less any impairment. The carrying value of other financial assets approximates the fair value and represents the maximum credit risk.

	December 31,
(in millions of €)	2014		2013		2012
Non-current		21		21		19
Current		18		25		—
Total		39		46		19

13. INVENTORIES

Inventories predominantly represent goods for resale. In 2014, 2013 and 2012, Delhaize Group did not recognize any (or reverse any previously recognized) material write-downs of inventory in order to reflect decreases in anticipated selling prices below the carrying value and to ensure that inventory at hand is not carried at an amount in excess of amounts expected to be realized from its future sale or use.

Inventory recognized as an expense during the period is disclosed in Note 25 as “Product cost.”

14. RECEIVABLES

(in millions of €)	2014			2013			2012
Trade receivables		640			628			628
Trade receivables - bad debt allowance		(41	)		(36	)		(31	)
Other receivables		24			26			35
Total current receivables		623			618			632

F-51

The aging of the current receivables is as follows:

	December 31, 2014
(in millions of €)	Net Carrying Amount			Neither Individually Impaired nor Past Due on the Reporting Date			Past Due - Less than 30 Days			Past Due - Between 30 and 180 Days			Past Due - More than 180 Days
Trade receivables		640			478			93			39			30
Trade receivables - bad debt allowance		(41	)		(8	)		(6	)		(7	)		(20	)
Other receivables		24			14			7			1			2
Total		623			484			94			33			12

	December 31, 2013
(in millions of €)	Net Carrying Amount			Neither Individually Impaired nor Past Due on the Reporting Date			Past Due - Less than 30 Days			Past Due - Between 30 and 180 Days			Past Due - More than 180 Days
Trade receivables		628			455			107			38			28
Trade receivables - bad debt allowance		(36	)		(6	)		(5	)		(7	)		(18	)
Other receivables		26			19			4			2			1
Total		618			468			106			33			11

	December 31, 2012
(in millions of €)	Net Carrying Amount			Neither Individually Impaired nor Past Due on the Reporting Date			Past Due - Less than 30 Days			Past Due - Between 30 and 180 Days			Past Due - More than 180 Days
Trade receivables		628			431			123			43			31
Trade receivables - bad debt allowance		(31	)		(3	)		(7	)		(4	)		(17	)
Other receivables		35			25			7			2			1
Total		632			453			123			41			15

Trade receivables are predominantly to be paid, in full, between 30 days and 60 days.

Trade receivables credit risk is managed by the individual operating entities and credit rating is continuously monitored either based on internal rating criteria or with the support of third party service providers and the requirement for an impairment is analyzed at each reporting date on an individual basis for major positions. Additionally, minor receivables are grouped into homogenous groups and assessed for impairment collectively based on past experience. The maximum exposure to risk for the receivables is the carrying value minus insurance coverage, if any. The Group is not exposed to any concentrated credit risk as there are no outstanding receivables that are individually material for the Group or the operating entity because of the Group’s large and unrelated customer and vendor base. Management believes there is no further credit risk provision required in excess of the normal individual and collective impairment analysis performed at each reporting date. The fair values of the trade and other receivables approximate their (net) carrying values.

The movement of the bad debt allowance account was as follows:

(in millions of €)	2014			2013			2012
Bad debt allowance as of January 1		36			31			36
Addition (recognized in profit or loss)		8			15			3
Usage		(3	)		(10	)		(8	)
Bad debt allowance at December 31		41			36			31

F-52

15. CASH AND CASH EQUIVALENTS

Cash and cash equivalents were as follows:

(in millions of €)	2014		2013		2012
Deposits with original maturity of three months or less		965		711		491
Cash at banks		562		363		347
Cash on hand		73		75		82
Cash and cash equivalents at December 31		1 600		1 149		920

Supplemental cash flow information:

(in millions of €)	2014		2013		2012
Non-cash investing and financing activities:
Finance lease obligations incurred for store properties and equipment		37		12		14
Finance lease obligations terminated for store properties and equipment		7		6		24

16. EQUITY

Issued capital

There were 102 819 053, 102 449 570 and 101 921 498 Delhaize Group ordinary shares issued and fully paid at December 31, 2014, 2013 and 2012, respectively (par value of €0.50), of which 1 115 094, 1 200 943 and 1 044 135 ordinary shares were held in treasury at December 31, 2014, 2013 and 2012, respectively. Delhaize Group’s ordinary shares may be in either dematerialized or registered form, within the limits provided for by applicable law. Each shareholder is entitled to one vote for each ordinary share held on each matter submitted to a vote of shareholders.

In the event of a liquidation, dissolution or winding up of Delhaize Group, holders of Delhaize Group ordinary shares are entitled to receive, on a pro-rata basis, any proceeds from the sale of Delhaize Group’s remaining assets available for distribution. Under Belgian law, the approval of holders of Delhaize Group ordinary shares is required for any future capital increases. Existing shareholders are entitled to preferential subscription rights to subscribe to a pro-rata portion of any such future capital increases of Delhaize Group, subject to certain limitations.

Authorized Capital

As authorized by the Extraordinary General Meeting held on May 24, 2012, the Board of Directors of Delhaize Group may, for a period of five years expiring in June 2017, within certain legal limits, increase the capital of Delhaize Group or issue convertible bonds or subscription rights which might result in an increase of capital by a maximum of €5.1 million, corresponding to approximately 10.2 million shares. The authorized increase in capital through issuance of new shares, convertible debt or warrants, may be achieved by contributions in cash or, to the extent permitted by law, by contributions in kind or by incorporation of available or unavailable reserves or of the share premium account. The Board of Directors of Delhaize Group may, for this increase in capital, limit or remove the preferential subscription rights of Delhaize Group’s shareholders, within certain legal limits.

In 2014, Delhaize Group SA issued 369 483 shares of common stock (2013: 528 072; 2012: 29 308) for €14 million (2013: €16 million; 2012: €1 million), net of €5 million (2013: €8 million; 2012: insignificant) representing the portion of the subscription price funded by Delhaize America, LLC in the name and for the account of the optionees and net of issue costs.

F-53

Recent Capital Increases (in €, except number of shares)	Capital		Share Premium (Belgian GAAP)(1)		Number of Shares
Capital on January 1, 2012		50 946 095		2 796 483 909		101 892 190
Capital increase as a consequence of the exercise of warrants under the 2002 Stock Incentive Plan		14 654		1 171 837		29 308
Capital on December 31, 2012		50 960 749		2 797 655 746		101 921 498
Capital increase as a consequence of the exercise of warrants under the 2002 Stock Incentive Plan		264 036		23 899 236		528 072
Capital on December 31, 2013		51 224 785		2 821 554 982		102 449 570
Capital increase as a consequence of the exercise of warrants under the 2002 Stock Incentive Plan		184 742		18 899 664		369 483
Capital on December 31, 2014		51 409 527		2 840 454 646		102 819 053

⁽¹⁾  Share premium as recorded in the non-consolidated statutory accounts of Delhaize Group SA, prepared under Belgian GAAP.

Authorized Capital - Status (in €, except number of shares)	Maximum Number of Shares			Maximum Amount (excluding Share Premium)
Authorized capital as approved at the May 24, 2012 General Meeting with effect as of June 21, 2012		10 189 218			5 094 609
August 31, 2012 - Issuance of warrants under the Delhaize Group U.S. 2012 Stock Incentive Plan		(300 000	)		(150 000	)
May 29, 2013 - Issuance of warrants under the Delhaize Group U.S. 2012 Stock Incentive Plan		(368 139	)		(184 070	)
November 12, 2013 - Issuance of 89 069 warrants under the Delhaize Group U.S. 2012 Stock Incentive Plan, of which 77 832 were cancelled on December 23, 2013		(11 237	)		(5 618	)
Balance of remaining authorized capital as of December 31, 2014		9 509 842			4 754 921

Share Premium

Share premium is used to recognize the value of equity-settled share-based payments provided to associates as part of their remuneration (see Note 21.3), treasury shares sold upon the exercise of employee stock options and related tax effects.

Treasury Shares

In 2011, at an Ordinary and Extraordinary General Meeting, the Delhaize Group’s shareholders authorized the Board of Directors, in the ordinary course of business, to acquire up to 10% of the outstanding shares of the Group at a minimum share price of €1.00 and a maximum share price not higher than 20% above the highest closing price of the Delhaize Group share on NYSE Euronext Brussels during the 20 trading days preceding the acquisition. The authorization is granted for five years. Such authorization also relates to the acquisition of shares of Delhaize Group by one or several direct subsidiaries of the Group, as defined by legal provisions on acquisition of shares of the Group by subsidiaries.

In 2004, the Board of Directors approved the repurchase of up to €200 million of the Group’s shares or ADRs from time to time in the open market, in compliance with applicable law and subject to and within the limits of an outstanding authorization granted to the Board by the shareholders, to satisfy exercises under the share-based compensation plans that Delhaize Group offers to its employees. No time limit has been set for these repurchases. In 2011, the Board of Directors approved the increase of the amount remaining for repurchases under the 2004 repurchases approval to €100 million to satisfy exercises under the stock option plans that Delhaize Group and/or its subsidiaries offer to employees and to hedge certain stock option plan exposures.

During 2011, Delhaize Group acquired call options on its own shares, which qualified as equity instruments, in order to hedge the exposure arising from the possible future exercise of stock options granted to employees of its non-U.S. operating companies. A first tranche expired in 2013 and the second and third tranche will expire in May 2015 and 2016. These options are automatically exercised under certain conditions by a credit institution on behalf of Delhaize Group. As a result of such automatic exercise, Delhaize Group SA acquired 190 139 Delhaize Group shares during 2014, for an aggregate amount of €10 million, representing approximately 0.18% of Delhaize Group’s shares. Delhaize Group also transferred 225 643 shares to satisfy the exercise of stock options granted to employees of non-U.S. operating companies (see Note 21.3).

F-54

Delhaize America, LLC repurchased no Delhaize Group ADRs in 2014 and transferred 50 345 shares to satisfy the exercise of stock options granted to U.S. management pursuant to the Delhaize America 2000 Stock Incentive Plan and the Delhaize America 2002 Restricted Stock Unit Plan.

Since the authorization of the Board in 2011, Delhaize Group SA and its affiliates acquired 804 063 Delhaize Group shares for an aggregate amount €37 million. As a consequence, at the end of 2014, the management of Delhaize Group SA had a remaining authorization for the purchase of its own shares or ADRs for an amount up €63 million subject to and within the limits of an outstanding authorization granted to the Board of Directors by the shareholders.

At the end of 2014, Delhaize Group owned 1 115 094 treasury shares (including ADRs), of which 924 955 were acquired prior to 2014, representing approximately 1.08% of the Delhaize Group shares.

Delhaize Group SA provided a Belgian financial institution with a discretionary mandate to purchase up to 800 000 Delhaize Group ordinary shares on NYSE Euronext Brussels between December 31, 2013 and December 31, 2016, up to a maximum aggregate consideration of €60 million to satisfy exercises of stock options held by management of its non-U.S. operating companies. This credit institution makes its decisions to purchase Delhaize Group ordinary shares pursuant to the guidelines set forth in the discretionary mandate, independent of further instructions from Delhaize Group SA, and without its influence with regard to the timing of the purchases. The financial institution is able to purchase shares only when the number of Delhaize Group ordinary shares held by a custodian bank falls below a certain minimum threshold contained in the discretionary mandate.

Retained Earnings

In 2014, retained earnings decreased by €69 million, representing (i) the profit attributable to owners of the parent (€89 million), and (ii) the dividend declared and paid in 2014 (€158 million).

According to Belgian law, 5% of the statutory net income of the parent company must be transferred each year to a legal reserve until the legal reserve reaches 10% of the capital. At December 31, 2014, 2013 and 2012, Delhaize Group’s legal reserve amounted to €5 million and was recorded in retained earnings. Generally, this reserve cannot be distributed to the shareholders other than upon liquidation.

The Board of Directors may propose a dividend distribution to shareholders up to the amount of the distributable reserves of Delhaize Group SA, including the profit of the last fiscal year, subject to the debt covenants (see Note 18.2). The shareholders at Delhaize Group’s Ordinary Shareholders Meeting must approve such dividends.

Other Reserves

	December 31,
(in millions of €)	2014			2013			2012
Discontinued cash flow hedge reserve:
Gross		(15	)		(13	)		(15	)
Tax effect		6			5			6
Available for sale reserve:
Gross		(3	)		(6	)		—
Tax effect		—			1			—
Remeasurement of defined benefit liability reserve:
Gross		(86	)		(65	)		(78	)
Tax effect		30			23			28
Total other reserves		(68	)		(55	)		(59	)

• Discontinued cash flow hedge reserve: This represents a deferred loss on the settlement of a hedge agreement in 2001 related to securing financing for the Hannaford acquisition by Delhaize America, and a deferred gain related to the 2007 debt refinancing (see Note 19). Both the deferred loss and gain are amortized over the life of the underlying debt instruments.

F-55

• Cash flow hedge reserve: This reserve contains the effective portion of the cumulative net change in the fair value of cash flow hedge instruments related to hedged transactions that have not yet occurred (see Note 19). The cumulative gain or loss will be reclassified to profit or loss when the hedged transaction affects profit or loss or is included as a basis adjustment to a non-financial hedged item. Currently, the Group has no cash flow hedge relationships in place.

• Available for sale reserve: The Group recognizes in this reserve unrealized fair value changes on financial assets classified as available for sale.

• Remeasurement of defined benefit liability reserve: Remeasurements comprise (i) actuarial gains and losses, (ii) the return on plan assets, excluding amounts included in net interest on the net defined benefit liability (asset) and (iii) any change in the effect of the asset ceiling, excluding amounts included in net interest on the net defined benefit liability (asset). They are recognized immediately in OCI in the period in which they occur (see Note 21.1) and never reclassified into profit or loss. The reserve includes an insignificant amount in relation to the Group’s equity accounted joint venture.

Cumulative Translation Adjustment

The cumulative translation adjustment relates to changes in the balance of assets and liabilities due to changes in the functional currency of the Group’s subsidiaries relative to the Group’s reporting currency. The balance in cumulative translation adjustment is mainly impacted by the appreciation or depreciation of the U.S. dollar and the Serbian dinar to the euro. Exchange differences previously accumulated are reclassified to profit or loss on the disposal of the foreign operation.

Non-controlling Interests

Non-controlling interests represent third party interests in the equity of fully consolidated companies that are not wholly owned by Delhaize Group. These non-controlling interests are held by the Southeastern Europe segment and amounted to €6 million at the end of 2014 (2013: €5 million; 2012: €2 million).

Capital Management

Delhaize Group’s objectives for managing capital are to safeguard the Group’s ability to continue as a going concern and to maximize shareholder value, while maintaining investment grade credit rating, keeping sufficient flexibility to execute strategic projects and reduce the cost of capital.

In order to maintain or adjust the capital structure and optimize the cost of capital, the Group may, among other things, return capital to shareholders, issue new shares and / or debt or refinance / exchange existing debt. Further, Delhaize Group’s new dividend policy, as adopted by the Board of Directors in March 2014, is to pay out approximately 35% of the group share in underlying net profit from continued operations.

Consistent with the objectives noted, the Group monitors its capital structure, by using (i) the equity vs liability classifications as applied in its consolidated financial statements, (ii) debt capacity, (iii) its net debt and (iv) “Net debt to equity” ratio.

17. DIVIDENDS

On May 22, 2014, the shareholders approved the payment of a gross dividend of €1.56 per share (€1.17 per share after deduction of the 25% Belgian withholding tax) or a total gross dividend of €160 million (including the dividend on treasury shares). On May 24, 2013, the shareholders approved the payment of a gross dividend of €1.40 per share (€1.05 per share after deduction of the 25% Belgian withholding tax) or a total gross dividend of €143 million.

With respect to the financial year 2014, the Board of Directors proposes a gross dividend of €1.60 per share to be paid to owners of ordinary shares against coupon no. 53 on June 4, 2015. This dividend is subject to approval by shareholders at the Ordinary Shareholders’ Meeting of May 28, 2015 and, therefore, has not been included as a liability in Delhaize Group’s consolidated financial statements prepared under IFRS. The financial year 2014 dividend, based on the number of shares issued at March 4, 2015, is €165 million. The payment of this dividend will not have income tax consequences for the Group.

As a result of the potential exercise of warrants issued under the Delhaize Group 2002 and 2012 Stock Incentive Plans, the Group may have to issue new ordinary shares, to which payment in 2015 of the 2014 dividend is entitled, between the date of adoption of the annual accounts by the Board of Directors and the date of their approval by the Ordinary Shareholders’ Meeting of May 28, 2015. The Board of Directors will communicate at this Ordinary Shareholders’ Meeting the aggregate number of shares entitled to the 2014 dividend and will submit at this meeting the aggregate final amount of the dividend for approval. The annual statutory accounts of Delhaize Group SA for 2014 will be modified accordingly.

F-56

The maximum number of shares which could be issued between March 4, 2015, and May 28, 2015, assuming that all vested warrants were to be exercised, is 1 935 730. This would result in an increase in the total amount to be distributed as dividends to a total of €3 million. Total outstanding non-vested warrants at March 4, 2015 amounted to 198 746, representing a maximum additional dividend to be distributed of less than €1 million.

18. FINANCIAL LIABILITIES

18.1 Long-term Debt

Delhaize Group manages its debt and overall financing strategies using a combination of short, medium and long-term debt and interest rate and currency swaps. The Group finances its daily working capital requirements, when necessary, through the use of its various committed and uncommitted lines of credit. The short and medium-term borrowing arrangements generally bear interest at the inter-bank offering rate at the borrowing date plus a pre-set margin. Delhaize Group also has a treasury notes program available.

The carrying values (in Euro) of long-term debt (excluding finance leases, see Note 18.3), net of discounts and premiums, deferred transaction costs and including fair value hedge accounting adjustments were as follows:

	Nominal Interest				Nominal Amount in local				December 31,
(in millions)	Rate			Maturity	currency (5)			Currency	2014			2013			2012
Senior notes, unsecured		5.70	%	2040		827	(6)	USD		481			421			438
Debentures, unsecured		9.00	%	2031		271		USD		222			195			204
Notes, unsecured		8.05	%	2027		71		USD		57			50			52
Senior fixed rate bonds (1)		3.125	%	2020		400		EUR		402			396			397
Senior notes (1)		4.125	%	2019		300		USD		245			212			232
Retail bond, unsecured (4)		4.25	%	2018		400		EUR		400			400			400
Bonds, unsecured		6.50	%	2017		450		USD		370			325			339
Senior notes		7.06	%	2016		9		USD		7			6			6
Mortgages payable		8.25	%	2016		1		USD		—			1			1
Notes, unsecured (1)		5.625	%	2014		—		EUR		—			219			229
Senior notes, unsecured (1)		5.875	%	2014(3)		—		USD		—			—			75
Other debt		4.58% to 7	%	2014 to 2031		21		USD		18			14			15
Bonds, unsecured (2)		5.10	%	2013		—		EUR		—			—			80
Bank borrowings						—		EUR		—			—			1
Total non-subordinated borrowings										2 202			2 239			2 469
Less current portion										(1	)		(228	)		(156	)
Total non-subordinated borrowings, non-current										2 201			2 011			2 313

⁽¹⁾  Notes are part of hedging relationship (see Note 19) and refinancing transactions that took place in 2012 (see below).

⁽²⁾  Bonds issued by Delhaize Group’s Greek subsidiary Alfa Beta.

⁽³⁾  Redeemed in 2013 (see below).

⁽⁴⁾  Debt is part of partial hedging relationships (see Note 19).

⁽⁵⁾  Nominal amounts outstanding at December 31, 2014.

⁽⁶⁾  Includes the non-cash premium granted as part of a debt exchange in 2010, being amortized over the remaining term of the notes.

The interest rate on long-term debt (excluding finance leases, see Note 18.3) was on average 5.1%, 4.2% and 4.4 % at December 31, 2014, 2013 and 2012, respectively. These interest rates were calculated considering the interest rate swaps discussed in Note 19.

Delhaize Group has a multi-currency treasury note program in Belgium. Under this program, Delhaize Group may issue both short-term notes (commercial paper) and medium-term notes in amounts up to €500 million, or the equivalent thereof in other eligible currencies. No notes were outstanding at December 31, 2014, 2013 and 2012.

F-57

Refinancing of Long-term Debts

In 2012, Delhaize Group issued $300 million aggregate principal amount of senior notes with an annual interest rate of 4.125% due 2019. The senior notes were issued at a discount of 0.193% on their principal amount. The offering of the notes was made to qualified investors pursuant to an effective registration statement filed by Delhaize Group with the U.S. Securities and Exchange Commission (SEC), and are not listed on any stock exchange. At the same time, the Group completed a tender offer for cash prior to maturity of up to €300 million aggregate principal amount of its outstanding €500 million 5.625% senior notes due 2014. The net proceeds of the debt issuance were used in part to fund the partial repurchase of these senior notes for a nominal amount of €191 million, at a price of 108.079%.

Simultaneously, Delhaize Group entered into (i) matching interest rate swaps to hedge the Group’s exposure to changes in the fair value of the 4.125% notes due 2019, and (ii) cross-currency swaps, exchanging the principal amount ($300 million for €225 million) and interest payments (both variable), to cover the foreign currency exposure (economic hedge). See Note 19 for additional information on the hedge accounting applied.

In 2012, Delhaize Group also issued €400 million senior fixed rate bonds due 2020, at an annual coupon of 3.125%, issued at 99.709% of their principal amount. Delhaize Group entered into matching interest rate swaps to hedge €100 million of the Group’s exposure to changes in the fair value of the 3.125% bonds due to variability in market interest rates (see Note 19).

The net proceeds of the issuance were primarily used to fund the following tender offers:

• In 2012, Delhaize Group completed a second tender offer for cash and purchased an aggregate nominal amount of €94 million of the above mentioned €500 million notes at a price of 107.740%. Following the completion of both offers, an aggregate nominal amount of €215 million of the notes remained outstanding.

• Simultaneously, the Group also completed an offer for cash for any and all of its outstanding $300 million 5.875% senior notes due 2014 and purchased $201 million of the tendered notes at a purchase price of 105.945%. Following the completion of the tender, an aggregate nominal amount of $99 million of the notes remained outstanding for which Delhaize Group exercised its right to redeem these remaining outstanding notes (completed in 2013, including redemption of the underlying cross-currency swap and without any material impact on the 2013 profit or loss).

These refinancing transactions did not qualify as a debt modification and resulted in the derecognition of existing notes and recognition of new notes (see also Note 29.1).

Both the €400 million and $300 million notes issued in 2012 contain a change of control provision allowing their holders to require Delhaize Group to repurchase the notes in cash for an amount equal to 101% of their aggregated principal amount plus accrued and unpaid interest thereon, if any, upon the occurrence of both (i) a change in control and (ii) a downgrade of the rating of the notes by the rating agencies Moody’s and Standard & Poor’s within 60 days of Delhaize Group´s public announcement of the occurrence of the change of control.

Issuance of new Long-term Debts

During 2014 and 2013, Delhaize Group did not issue any long-term debts.

Repayment of Long-term Debts

In 2014, Delhaize Group repaid the outstanding €215 million of its 5.625% senior notes and unwound the corresponding cross-currency hedge instrument (see Note 19).

In 2013, €80 million unsecured bonds issued by Delhaize Group’s subsidiary Alfa Beta matured and were repaid.

In 2012, the $113 million floating term loan issued in 2007 by the Group matured and was repaid.

Defeasance of Hannaford Senior Notes

In 2003, Hannaford invoked the defeasance provisions of several of its outstanding senior notes and placed sufficient funds in an escrow account to satisfy the remaining principal and interest payments due on these notes (see Note 11). As a result of this defeasance, Hannaford is no longer subject to the negative covenants contained in the agreements governing the notes.

As of December 31, 2014, 2013 and 2012, the aggregate principal amounts of the notes outstanding were respectively $9 million (€7 million), $8 million (€6 million) and $8 million (€6 million). At December 31, 2014, 2013 and 2012, restricted securities of $10 million (€8 million), $10 million (€7 million) and $11 million (€8 million), respectively, were recorded in investment in securities on the balance sheet (see Note 11).

F-58

Long-term Debt by Currency, Contractually Agreed Payments and Fair values

The main currencies in which Delhaize Group’s long-term (excluding finance leases, see Note 18.3) debt are denominated are as follows:

	December 31,
(in millions of €)	2014		2013		2012
U.S. Dollar		1 400		1 224		1 362
Euro		802		1 015		1 107
Total		2 202		2 239		2 469

The following table summarizes the contractually agreed (undiscounted) interest payments and repayments of principal of Delhaize Group’s non-derivative financial liabilities, excluding any hedging effects and not taking premiums and discounts into account:

(in millions of $)	2015		2016		2017		2018		2019		Thereafter		Fair Value
Fixed rates
Senior Notes due 2016		—		9		—		—		—		—		10
Interest due		1		—		—		—		—		—		—
Bonds due 2017		—		—		450		—		—		—		497
Interest due		29		29		15		—		—		—		—
Senior notes due 2019		—		—		—		—		300		—		314
Interest due		12		12		12		12		6		—		—
Notes due 2027		—		—		—		—		—		71		89
Interest due		6		6		6		6		6		43		—
Debentures due 2031		—		—		—		—		—		271		367
Interest due		24		24		24		24		24		281		—
Senior notes due 2040		—		—		—		—		—		827		878
Interest due		47		47		47		47		47		990		—
Mortgage payable		—		1		—		—		—		—		1
Interest due		—		—		—		—		—		—		—
Other debt		1		—		1		—		—		19		22
Interest due		1		1		1		1		1		8		—
Total $ cash flows		121		129		556		90		384		2 510		2 178
Total cash flows translated in millions of €		100		106		457		74		316		2 067		1 793

(in millions of €)	2015		2016		2017		2018		2019		Thereafter		Fair Value
Fixed rates
Retail Bond due 2018		—		—		—		400		—		—		445
Interest due		17		17		17		17		—		—		—
Senior Notes due 2020		—		—		—		—		—		400		442
Interest due		13		13		13		13		13		13
Total € cash flows		30		30		30		430		13		413		887
Total cash flows in €		130		136		487		504		329		2 480		2 680

In the event where a counterparty has a choice of when an amount is paid (e.g., on demand deposits), the liability is allocated to the earliest period in which Delhaize Group can be required to pay. Delhaize Group is managing its liquidity risk based on contractual maturities.

F-59

The fair values of the long-term debt (excluding finance leases, see Note 18.3) for which an active market exists, have been determined using their quoted prices (Level 1). The fair values of long-term debts that are classified as Level 2 (non-public debt or debt for which there is no active market) have been estimated using rates publicly available for debt of similar terms and remaining maturities offered to the Group and its subsidiaries.

(in millions of €)	Level 1		Level 2		Total
Fair value hierarchy of long-term debt		2 580		100		2 680

Collateralization

The portion of Delhaize Group’s long-term debt that was collateralized by mortgages and security charges granted or irrevocably promised on Delhaize Group’s assets was €25 million at December 31, 2014, €22 million at December 31, 2013 and €23 million at December 31, 2012.

At December 31, 2014, 2013 and 2012, €35 million, €35 million and €39 million, respectively, of assets were pledged as collateral for mortgages.

(in millions of €)	2014
Property, Plant and Equipment		9
Investment Property		17
Other		9
Total		35

Debt Covenants for Long-term Debt

Delhaize Group is subject to certain financial and non-financial covenants related to the long-term debt instruments indicated above. While these long-term debt instruments contain certain accelerated repayment terms, as further described below, none contain accelerated repayment clauses that are subject solely to changes in the Group’s credit rating (“rating event”). Further, none of the debt covenants restrict the ability of subsidiaries of Delhaize Group to transfer funds to the parent.

Indentures covering the notes due in 2017 ($), 2019 ($), 2020 (€), 2027 ($) and 2040 ($), the debentures due in 2031 ($) and the retail bond due in 2018 (€) contain customary provisions related to events of default as well as restrictions in terms of negative pledge, liens, sale and leaseback, merger, transfer of assets and divestiture. The 2017 ($), 2019 ($), 2020 (€) and 2040 ($) notes and the 2018 (€) bonds also contain a provision granting their holders the right to early repayment for an amount not in excess of 101% of the outstanding principal amount thereof in the event of a change of control in combination with a rating event.

At December 31, 2014, 2013 and 2012, Delhaize Group was in compliance with all covenants for long-term debt.

18.2 Short-term Borrowings

Short-term credit facilities

In 2014, Delhaize Group and certain of its subsidiaries, including Delhaize America, LLC, entered into a new €400 million five-year multi-currency, unsecured revolving credit facility agreement (the “€400 million RCF Agreement”), replacing the 2011 €600 million, five-year multi-currency, unsecured revolving credit facility agreement (the “€600 million RCF Agreement”).

U.S. Entities

Delhaize America, LLC had no outstanding borrowings under these agreements as of December 31, 2014, 2013 and 2012.

Under the RCF Agreements, Delhaize America, LLC had no average daily borrowings during 2014, none during 2013 and $1 million (€1 million) during 2012. In addition to the RCF Agreement, Delhaize America, LLC had a committed credit facility available until November 2014 to exclusively fund letters of credit of $35 million (€29 million) of which approximately $13 million (€9 million) and $12 million (€9 million) was drawn for issued letters of credit as of December 31, 2013 and 2012, respectively.

Further, Delhaize America, LLC has periodic short-term borrowings under uncommitted credit facilities that are available at the lenders’ discretion. These facilities which are also available to fund letters of credit were $50 million (€41 million) at December 31, 2014. As of December 31, 2014, 2013 and 2012, Delhaize America, LLC had no borrowings outstanding under such arrangements but used $10 million (€8 million) in 2014, none in 2013 and $5 million (€4 million) in 2012 to fund letters of credit.

F-60

European Entities

At December 31, 2014, 2013 and 2012, the Group’s European entities together had credit facilities (committed and uncommitted) of €683 million (of which €525 million of committed credit facilities and including the €400 million RCF Agreement, see above), €895 million and €846 million, respectively.

Borrowings under these facilities generally bear interest at the inter-bank offering rate at the borrowing date plus a pre-set margin, or based on market quotes from banks. In Europe, Delhaize Group had no outstanding short-term bank borrowings at the end of 2014, 2013 and 2012. During 2014, the Group’s European entities had insignificant average daily borrowings at an average interest rate of 9.61%.

An amount of €41 million uncommitted credit facilities was exclusively available to issue bank guarantees, of which approximately €29 million was outstanding as of December 31, 2014 (€34 million and €11 million at December 31, 2013 and 2012, respectively).

Debt Covenants for Short-term Borrowings

The €400 million RCF Agreement and the €125 million committed European bilateral credit facilities require maintenance of various financial and non-financial covenants. The agreements contain customary provisions related to events of default and affirmative and negative covenants applicable to Delhaize Group. The negative covenants contain restrictions in terms of negative pledge, liens, indebtedness of subsidiaries, sale of assets and mergers, as well as minimum fixed charge coverage ratios and maximum leverage ratios based on non-GAAP measures. None of the debt covenants restrict the abilities of subsidiaries of Delhaize Group to transfer funds to the parent.

At December 31, 2014, 2013 and 2012, Delhaize Group was in compliance with all covenants conditions for short-term bank borrowings.

18.3 Leases

The classification of a lease agreement depends on the allocation of risk and rewards incidental to the ownership of the leased asset. When assessing the classification of a lease agreement, certain estimates and assumptions need to be made and applied, which include, but are not limited to, the determination of the expected lease term and minimum lease payments, the assessment of the likelihood of exercising options and estimation of the fair value of the lease property.

Delhaize Group as Lessee - Finance and operating lease commitments

As detailed in Note 8, Delhaize Group operates a significant number of its stores under finance and operating lease arrangements. Various leased properties are (partially or fully) subleased to third parties, where the Group is therefore acting as a lessor (see further below). Lease terms (including reasonably certain renewal options) generally range from 1 to 45 years with renewal options ranging from 3 to 30 years.

The schedule below provides the future minimum lease payments of our continued operations, which were not reduced by expected minimum sublease income of €42 million, due over the term of non-cancellable subleases, as of December 31, 2014:

	Continued operations
(in millions of €)	2015			2016			2017			2018			2019			Thereafter			Total
Finance Leases
Future minimum lease payments		119			101			89			77			69			554			1 009
Less amount representing interest		(50	)		(47	)		(42	)		(7	)		(33	)		(286	)		(465	)
Present value of minimum lease payments		69			54			47			70			36			268			544
Of which related to closed store lease obligations		6			6			5			4			4			32			57
Operating Leases
Future minimum lease payments (for non-cancellable leases)		290			239			200			158			115			509			1 511
Of which related to closed store lease obligations		20			18			15			12			8			38			111

F-61

Following the closing of Delhaize Group’s agreed sales of Sweetbay, Harveys and Reid’s and the planned sale of Bottom Dollar Food (see Note 5), Delhaize Group provides guarantees for a number of existing operating or finance lease contracts, which are disclosed in Note 34. Lease commitments that will be transferred to the buyer are not included in the table above.

The average effective interest rate for finance leases was 11.0%, 11.4% and 11.6% at December 31, 2014, 2013 and 2012, respectively. The fair value of the finance lease obligations has been determined using discounted cash flow models using the lease terms and cost of debt as the main inputs and is categorized as Level 2.

The fair value of the finance lease obligations amounted to €682 million (at an average market rate of 4.2%), €709 million (5.0%) and €842 million (5.1%) at December 31, 2014, 2013 and 2012, respectively.

The Group’s obligation under finance leases is secured by the lessors’ title to the leased assets.

Rent payments, including scheduled rent increases, are recognized on a straight-line basis over the minimum lease term. Total rent expense under operating leases was €314 million (of which €18 million related to discontinued operations), €321 million (of which €43 million related to discontinued operations) and €326 million (of which €51 million related to discontinued operations) in 2014, 2013 and 2012, respectively. Rent expenses are predominantly included in “Selling, general and administrative expenses”.

Certain lease agreements also include contingent rent requirements which are generally based on store sales and were insignificant in 2014, 2013 and 2012.

Sublease payments received and recognized in income were €22 million in 2014, €21 million in 2013 and €21 million in 2012.

Delhaize Group signed lease agreements for additional store facilities under construction at December 31, 2014. The corresponding lease terms as well as the renewal options generally range from 10 to 30 years. Total future minimum lease payments for these agreements relating to stores under construction are approximately €8 million.

Provisions for €97 million, €113 million and €107 million at December 31, 2014, 2013 and 2012, respectively, representing the discounted value of remaining lease payments, net of expected sublease income, for closed stores, were included in “Closed Store Provisions” (see Note 20.1). The discount rate is based on the incremental borrowing rate for debt with similar terms to the lease at the time of the store closing.

Delhaize Group as Lessor – Expected Finance and Operating Lease Income

Delhaize Group occasionally acts as a lessor for certain owned or leased property, mainly in connection with closed stores that have been sub-leased to other parties, and retail units in Delhaize Group shopping centers or within a Delhaize Group store. At December 31, 2014, the Group did not enter into any lease arrangements with independent third party lessees that would qualify as finance leases. Rental income is included in “Other operating income” in the income statement.

The undiscounted expected future minimum lease payments to be received under non-cancellable operating leases as at December 31, 2014 can be summarized as follows:

(in millions of €)	2015		2016		2017		2018		2019		Thereafter		Total
Future minimum lease payments to be received		32		23		12		5		3		14		89
Of which related to sub-lease agreements		18		13		6		1		1		3		42

The total amount of €89 million represents expected future lease income to be recognized as such in the income statement and excludes expected future sub-lease payments to receive in relation to stores being part of the “Closed store provision” (see Note 20.1).

Contracts including contingent rent clauses are insignificant to the Group.

19. DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING

The Group enters into derivative financial instruments with various counterparties, principally financial institutions with investment grade credit ratings. The valuation methods for the fair values of derivative financial instruments are disclosed in Note 10.1. The fair values of derivative assets and liabilities are summarized below:

F-62

	December 31,
	2014				2013				2012
(in millions of €)	Assets		Liabilities		Assets		Liabilities		Assets		Liabilities
Interest rate swaps		9		—		27		3		60		4
Cross-currency swaps		1		26		14		8		1		10
Foreign exchange forward contracts		1		—		—		—		—		—
Total		11		26		41		11		61		14

Delhaize Group enters into derivative financial instrument arrangements for hedging (both economic and accounting) purposes only (i.e. not for speculation or trading). The Group currently holds no derivatives where net settlement has been agreed (see also Note 10.2) and consequently the following table indicates the contractually agreed (undiscounted) gross interest and principal payments associated with derivative financial instruments (assets and liabilities) at December 31, 2014:

	1 - 3 months						4 - 12 months					2016					2017 and beyond
(in millions of €)	Principal			Interest			Principal		Interest			Principal		Interest			Principal			Interest
Interest rate swaps being part of a fair value hedge relationship
Inflows		—			3			—		16			—		19			—			41
Outflows		—			(3	)		—		(10	)		—		(13	)		—			(25	)
Cross-currency interest rate swaps without a designated hedging relationship
Inflows		4			—			—		6			—		6			220			51
Outflows		(4	)		—			—		(11	)		—		(11	)		(247	)		(86	)
Foreign exchange forwards without a hedge relationship
Inflows		10			—			—		—			—		—			—			—
Outflows		(9	)		—			—		—			—		—			—			—
Total Cash flows		1			—			—		1			—		1			(27	)		(19	)

Interest Rate Swaps

Fair value hedges

In 2014, Delhaize Group repaid at maturity the remaining amount (€215 million) of the €500 million, 5.625% fixed interest rate senior notes, see Note 18.1, alongside with settling the matching interest rate swap arrangements, which were part of a fair value hedging relationship of the underlying debt.

The Group designated and documented the below transactions as fair value hedge as of December, 31 2014:

Year	Hedged Item	Hedged Risk	Hedged Amount	Hedging Instrument	Maturity Hedging Instrument
2014	$450 million senior notes, 6.50% fixed interest rate, issued in 2007	Fair value changes	$100 million	Interest Rate Swaps, LIBOR 3-month floating rate		2017
	$827 million senior notes, 5.70% fixed interest rate, issued in 2010	Fair value changes	$50 million	Interest Rate Swaps, LIBOR 3-month floating rate		2017
2012	$300 million senior notes, 4.125% fixed interest rate, issued in 2012	Fair value changes	$300 million	Interest Rate Swaps, LIBOR 3-month floating rate		2019
	€400 million senior notes, 3.125% fixed interest rate, issued in 2012	Fair value changes	€100 million	Interest Rate Swaps, EURIBOR 3-month floating rate		2017

F-63

Hedge effectiveness for fair value hedges is tested using regression analysis. Credit risks are not part of the hedging relationships. The testing did not result in any material ineffectiveness. Changes in fair values on the hedging instruments and hedged items were recognized in the income statement as finance costs as follows (see Note 29.1):

	December 31,
(in millions of €)	Note		2014			2013			2012
Losses (gains) on
Interest rate swaps (“hedging instruments”)		29.1		(5	)		22			(6	)
Related debt instruments (“hedged risks”)		29.1		5			(22	)		3
Total				—			—			(3	)

Economic hedges

Following the refinancing transaction in 2012, €285 million of the initial 2014 €500 million fair value hedge no longer qualified for hedge accounting and were accounted for as freestanding derivatives. The Group entered into offsetting interest rate swaps, on which the Group paid a fixed interest rate of 1.80% and received a floating interest rate EURIBOR 3-months, in order to offset the changes in future interest cash flows on a notional amount of €191 million. During 2014, these interest rate swaps matured and did not result in any material profit or loss impact.

Discontinued cash flow hedges

In 2001, the Group recorded a deferred loss ($16 million) on the settlement of a hedge agreement related to securing financing for the Hannaford acquisition by Delhaize America. In 2007, as a result of the debt refinancing and the consequent discontinuance of the hedge accounting, Delhaize Group recorded a deferred gain (€2 million). Both the deferred gain/loss were recorded in OCI (“discontinued cash flow hedge reserve”) and amortized to finance costs over the term of the underlying debt, which matures in 2031 and 2017, respectively.

Currency Swaps

The Group uses currency swaps to manage some of its currency exposures.

Discontinued cash flow hedge

In 2009, Delhaize Group issued a $300 million bond with a 5.875% fixed interest rate and a 5-year term (“hedged item”), exposing Delhaize Group to currency risk on dollar cash flows (“hedged risk”). In order to hedge that risk, Delhaize Group swapped 100% of the proceeds to a euro fixed rate liability with a 5-year term (“hedging instrument”). In 2012, following the refinancing and exercise of early redemption option on the $300 million senior notes due 2014 (see Note 18.1), the Group discontinued hedge accounting prospectively and recycled the outstanding amount from the cash flow hedge reserve related to those transactions to profit and loss (see Note 29.1).

Economic hedges

Delhaize Group enters from time to time into other currency swap contracts, which are not designated as cash flow, fair value or net investment hedges. Those contracts are generally entered into for periods consistent with currency transaction exposures where hedge accounting is not necessary, as the transactions naturally offset the exposure hedged in profit or loss. Consequently, the Group does not designate and document such transactions as hedge accounting relationships.

In 2012, and simultaneously to entering into interest rate swaps for the 4.125% senior notes due 2019 (see above), the Group also entered into cross-currency swaps, exchanging the principal amount ($300 million for €225 million) and interest payments (both variable), to cover the foreign currency exposure of these senior notes. In 2014, Delhaize Group unwound these cross currency swap agreements in order to rebalance its long-term debt currency mix. This resulted in a settlement gain of €2 million and cash inflow of €21 million.

In 2007, Delhaize Group’s U.S. operations also entered into cross-currency interest rate swaps, exchanging the principal amounts (€500 million for $670 million) and interest payments (both variable), in order to cover the foreign currency exposure of the entity in connection with the transaction described above. Delhaize Group did not apply hedge accounting to this transaction because these swaps constitute an economic hedge with Delhaize America, LLC’s underlying €500 million term loan. At maturity, the settlement of this cross-currency interest rate swap did not result in any material impact on profit or loss and generated a cash inflow of €8 million.

F-64

Delhaize Group also enters recurrently into foreign currency swaps with various commercial banks to hedge foreign currency risk on intercompany loans denominated in currencies other than its reporting currency.

The table below indicates the principal terms of the currency swaps outstanding at December 31, 2014. Changes in fair value of these swaps are recorded in “Finance costs” in the income statement:

(in millions)	Foreign Currency Swaps
Year Trade Date	Year Expiration Date	Amount Received from Bank at Trade Date, and to be Delivered to Bank at Expiration Date		Interest Rate			Amount Delivered to Bank at Trade Date, and to Receive from Bank at Expiration Date		Interest Rate			Fair Value Dec. 31, 2014 (€)			Fair Value Dec. 31, 2013 (€)			Fair Value Dec. 31, 2012 (€)
2014	2024	$	300		4.38	%	€	220		2.87	%		(26	)		—			—
2014	2015	€	4		12m EURIBOR +3.87	%	$	5		12m LIBOR +3.85	%		1			—			—
2013	2014	€	18		12m EURIBOR +3.79	%	$	24		12m LIBOR +3.85	%		—			(1	)		—
2012	2019(1)	€	225		3m EURIBOR +2.06	%	$	300		3m LIBOR +2.31	%		—			(7	)		1
2012	2013	€	30		12m EURIBOR +3.77	%	$	40		12m LIBOR +3.85	%		—			—			—
2012	2013	€	1		12m EURIBOR +4.30	%	$	1		12m LIBOR +4.94	%		—			—			—
2009	2014(2)	€	76		6.60	%	$	100		5.88	%		—			—			(4	)
2007	2014	$	670		3m LIBOR +0.98	%	€	500		3m EURIBOR +0.94	%		—			14			(6	)

⁽¹⁾  Early unwinding in 2014.

⁽²⁾  As of December 31, 2012, $100 million/€76 million remained outstanding from the $300 million/€228 million currency swap. Following the redemption on the $300 million senior notes due 2014, the remaining outstanding amount of this swap was unwound and settled on January 3, 2013.

The Group reduces its credit and liquidity risk in connection with derivative financial instruments by entering into ISDA master agreements, the impact of these agreements is disclosed in Note 10.2.

Foreign Exchange Forward Contracts

The Group uses currency forward contracts to manage certain parts of its currency exposures. These contracts are not designated as cash flow or fair value hedges and are generally entered into for periods consistent with currency transaction exposures.

At December 31, 2014, Delhaize Group had signed a foreign exchange forward contract to purchase in 2015 $12 million in exchange for €9 million to offset intercompany foreign currency exchange exposure.

As explained in Note 2.3, changes in the fair value of forward contracts are recorded in the income statement in “Finance costs” or “Income from investments,” depending on the underlying transaction.

F-65

20. PROVISIONS

			December 31,
(in millions of €)	Note		2014		2013		2012
Closed stores:		20.1
Non-current				80		94		89
Current				17		19		18
Self-insurance:		20.2
Non-current				94		84		90
Current				58		49		52
Pension benefit and other post-employment benefits:		21
Non-current				129		110		132
Current				9		9		10
Other:		20.3
Non-current				129		67		64
Current				104		13		8
Total provisions				620		445		463
Non-current				432		355		375
Current				188		90		88

20.1 Closed Store Provisions

Delhaize Group records closed store provisions for present obligations in connection with store closing activities, which consist primarily of provisions for onerous contracts and severance (“termination”) costs. The amounts recognized reflect management’s best estimate of the expected expenditures required to settle the present obligation at balance sheet date and requires the application of judgment and estimates that could be impacted by factors such as the discount rate applied, the ability to sub-lease, the creditworthiness of the sub-lessee or the success when negotiating any early termination of lease agreements. Most of the factors are significantly dependent on general economic conditions and the interrelated demand for commercial property. Consequently, the cash flows projected, and the risk reflected in those, might change, if applied assumptions change.

Most obligations recognized relate to onerous lease contracts, predominantly for stores located in the U.S., with remaining lease terms ranging from 1 to 22 years. The average remaining lease term for closed stores was 8 years at December 31, 2014. The following table reflects the activity related to closed store provisions:

(in millions of €)	2014			2013			2012
Closed store provision at January 1		113			107			46
Additions:
Store closings - lease obligations		2			54			131
Store closings - other exit costs		3			5			12
Update of estimates		(3	)		(5	)		(15	)
Interest expense (unwinding of discount)		6			8			7
Utilization:
Lease payments made		(23	)		(32	)		(27	)
Lease terminations		(9	)		(11	)		(42	)
Payments made for other exit costs		(2	)		(7	)		(13	)
Transfer from (to) other accounts		(3	)		(1	)		11
Currency translation effect		13			(5	)		(3	)
Closed store provision at December 31		97			113			107

F-66

The following table presents a reconciliation of the number of closed stores included in the closed store provision:

	Number of Closed Stores
Balance at January 1, 2012		100
Store closings added		162
Stores sold/lease terminated		(85	)
Balance at December 31, 2012		177
Store closings added		52
Stores sold/lease terminated		(63	)
Balance at December 31, 2013		166
Store closings added		11
Stores sold/lease terminated		(35	)
Balance at December 31, 2014		142

The total number of stores closed and included in the closed store provision by reportable segments can be detailed as follows:

(Number of stores closed during the year)	2014		2013			2012
United States		7		43	(1)		126
Belgium		3		4			3
Southeastern Europe		1		5			33
Total		11		52			162

⁽¹⁾  Includes 24 Sweetbay stores.

The “Other exit costs” primarily relate to termination benefits.

During 2014, 2013 and 2012, Delhaize Group paid €9 million, €11 million and €42 million, respectively, of lease termination fees, primarily in the U.S. and 2012 also included €17 million payments in Bulgaria.

Expenses relating to closed store provisions were recorded in the income statement as follows:

(in millions of €)	Note		2014			2013		2012
Other operating expenses		28		(2	)		5		112
Interest expense included in “Finance costs”		29.1		4			5		6
Results from discontinued operations		5.3		6			52		17
Total				8			62		135

20.2 Self-insurance Provisions

Delhaize Group’s U.S. operations are self-insured for their workers’ compensation, general liability, vehicle accident and pharmacy claims up to certain retentions and holds excess-insurance contracts with external insurers for any costs in excess of these retentions. The self-insurance liability is determined actuarially, based on claims filed and an estimate of claims incurred but not reported. The assumptions used in the development of the actuarial estimates are based upon historical claims experience, including the average monthly claims and the average lag time between incurrence and payment.

The maximum retentions, including defense costs per occurrence, are:

• $1.0 million per accident for workers’ compensation;

• $2.0 million per accident for vehicle accident; and

• $3.0 million per occurrence for general liability and pharmacy claims.

F-67

Delhaize Group is also self-insured in the U.S. for health care, which includes medical, pharmacy, dental and short-term disability. The self-insurance liability for claims incurred but not reported is based on available information and considers annual actuarial evaluations of historical claims experience, claims processing procedures and medical cost trends.

The movements of the self-insurance provision were as follows:

(in millions of €)	2014			2013			2012
Self-insurance provision at January 1		133			142			143
Expense charged to earnings		155			174			190
Claims paid		(154	)		(177	)		(188	)
Currency translation effect		18			(6	)		(3	)
Self-insurance provision at December 31		152			133			142

Actuarial estimates are judgmental and subject to uncertainty, due to, among many other things, changes in claim reporting patterns, claim settlement patterns or legislation. Management believes that the assumptions used to estimate the self-insurance provision are reasonable and represent management’s best estimate of the expenditures required to settle the present obligation at the balance sheet date. Nonetheless, it is in the nature of such estimates that the final resolution of some of the claims may require making significant expenditures in excess of the existing provisions over an extended period and in a range of amounts that cannot be reasonably estimated. Future cash flows (currently estimated to last until 2032) are discounted with period specific discount rates.

20.3 Other Provisions

The other provisions mainly consist of long-term incentives, early retirement plans, legal provisions and onerous lease contracts (non-closed-store related), but also include amounts for asset removal obligations, restructuring plans and provisions for litigation. The movements of the other provisions were as follows:

(in millions of €)	2014			2013			2012
Other provisions at January 1		80			72			83
Expense charged to profit and loss		157			13			6
Payments made		(5	)		(10	)		(17	)
Transfer (to) from other accounts		2			6			4
Classified as held for sale		(4	)		—			—
Currency translation effect		3			(1	)		(4	)
Other provisions at December 31		233			80			72

During 2014, Delhaize Group announced its intention to implement significant changes to its Belgium operations (the Transformation Plan), potentially impacting the jobs of 2 500 Belgian employees in the coming three years, including the termination of company-operated activities in 14 stores in various locations throughout Belgium. The announcement falls under the so-called “Law Renault”, that requires that an employer that intends to implement a collective dismissal must first inform and consult its employees or their representatives before taking any decision on the collective dismissal. The consultation process is followed by negotiation and implementation phases.

During 2014, the Group reached a protocol agreement with the blue collar work force and signed a preliminary agreement for its white collars, which was finalized at the beginning of 2015. Delhaize Group recognized a provision of €137 million (of which €77 million is classified as current) representing management’s best estimate of the expected costs in connection with the agreed upon voluntary early retirement and voluntary departure of approximately 1 800 employees. Approximately 75% of the cash outflows will occur over the next three years, with the actual amounts depending on the number of employees choosing for different options offered.

Since 2009, Delhaize Group’s Romanian operations (Mega Image) have been answering a series of questions sent by the Romanian Competition Authority to various suppliers and retailers operating in Romania in connection with an ongoing antitrust investigation. The questionnaires focused on the contractual and commercial relationships between the retailers and local food suppliers. During 2014, the Group received the Statement of Objections from the Romanian Competition Authority, which alleged that several retailers (incl. Mega Image) and suppliers were involved in possible competition infringements and recommended to the Competition Plenum to sanction the companies involved. Delhaize Group responded to the Statement of Objections and hearings in front of the Competition Plenum took place afterwards.

F-68

In 2014, the Romanian Competition Plenum determined that Mega Image, some of its suppliers and other food retailers active in Romania had in its view infringed Romanian Competition Law through the alleged setting up of anticompetitive vertical agreements during the period of 2005-2009. Although the fully motivated decision has not been provided to Mega Image so far, the Competition Plenum has announced its intention to impose Mega Image a fine of 1.05% of the total turnover achieved in 2013. The Group recognized a provision of €5 million in this respect. Mega Image has one month from the notification of the fully motivated decision to lodge an appeal against the decision and to claim for a suspension of the payment.

Finally, other provisions also increased as a result of higher expected long-term incentives in the U.S.

21. EMPLOYEE BENEFITS

21.1 Pension Plans

A substantial number of Delhaize Group’s employees are covered by defined contribution and defined benefit pension plans, mainly in the U.S., Belgium, Greece and Serbia. In addition, the Group has also other post-employment defined benefit arrangements, being principally health care arrangements in the U.S.

The actuarial valuations performed on the defined benefit plans require making a number of assumptions about, besides others, discount rates, inflation, interest crediting rate and future salary increases or mortality rates. For example, in determining the appropriate discount rate, management considers the interest rate of high-quality corporate bonds (at least AA rating) in the respective currency in which the benefits will be paid and with the appropriate maturity; mortality rates are based on publicly available mortality tables for the specific country. Any changes in the assumptions applied will impact the carrying amount of the pension obligations, but will not necessarily have an immediate impact on future contributions. All significant assumptions are reviewed periodically. Plan assets are measured at fair value, using readily available market prices. Actuarial gains and losses (i.e., experience adjustments and effects of changes in financial and demographic actuarial assumptions) and the return on the plan assets, excluding amounts included in net interest on the net defined benefit liability (asset), are directly recognized in OCI. The major assumptions applied in connection with defined benefit plans are summarized below.

Defined Contribution Plans

• In Belgium, Delhaize Group sponsors for substantially all of its employees a defined contribution plan, under which the Group and the employees (starting in 2005) also, contribute a fixed monthly amount. The contributions are adjusted annually according to the Belgian consumer price index. Employees that were employed before implementation of the plan were able to choose not to participate in the employee contribution part of the plan. The plan assures the employee a lump-sum payment at retirement based on the contributions made. The Group also sponsors an additional defined contribution plan, without employee contribution, for a limited number of employees. The plans also provide with death in service benefits.

Belgian law prescribes a minimum guaranteed rate of return (currently 3.75% and 3.25% for employee and employer contributions, respectively) over the career of the employee for defined contribution plans, which the Group substantially insured with an external insurance company that receives and manages the contributions to the plan. The weighted average years to pension of the plan participants at December 31, 2014 is 26 years (assuming retirement at the age of 65). At the end of 2014, the minimum guaranteed reserves, the plan assets and the net liabilities were as follows:

(in millions of €)	2014
Plan Assets		(69	)
Minimum guaranteed reserves		66
Sum of individual deficits		—

As the application of defined benefit accounting to such plans has been recognized by the IASB to be conceptually problematic, the Group accounts for these plans as defined contribution plans, but acknowledges that these plans have some defined benefit features, as the return provided by the insurance company can be below the legally required minimum return, in which case the employer has to cover the gap with additional contributions.

In order to monitor this potential exposure, Delhaize Group calculated the discounted value of the positive differences between the minimum reserves, increased with the currently applicable minimum guaranteed rates of return up to the date of retirement, and the paid-up insured benefits. At December 31, 2014, this would not have resulted in a net liability position for the Group. Decreasing the discount rate applied to the defined benefit obligation by 50 basis points, would also not have resulted in a net liability position.

F-69

The expenses related to these plans were €11 million in 2014, €11 million in 2013 and €10 million in 2012, respectively. In 2015, the Group expects to contribute approximately €9 million to these plans.

• In the U.S., Delhaize Group sponsors profit-sharing retirement plans covering all employees at Food Lion and Hannaford with one or more years of service. Profit-sharing contributions substantially vest after three years of service. Forfeitures of profit-sharing contributions are used to reduce future employer contributions or offset plan expenses. The profit-sharing contributions to the retirement plan are discretionary and determined by Delhaize America, LLC’s Board of Directors. The profit-sharing plans also include a 401(k) feature that permits participating employees to make elective deferrals of their compensation and requires that the employer makes matching contributions.

The defined contribution plans generally provide benefits to participants upon death, retirement or termination of employment.

The expenses related to these U.S. defined contribution retirement plans were €26 million in 2014 (out of which €1 million presented as part of discontinued operations following the disposal of Sweetbay, Harveys and Reid’s), €44 million in 2013 (€5 million in discontinued operations) and €46 million in 2012 (€5 million in discontinued operations), respectively.

• In addition, Delhaize Group operates defined contribution plans in Greece to which only a limited number of employees are entitled and where the total expense is insignificant to the Group as a whole.

Defined Benefit Plans

• In Belgium, Delhaize Group has a defined benefit pension plan covering approximately 4% of its employees. The plan provides lump-sum benefits to participants upon death or retirement based on a formula applied to the last annual salary of the participant before his/her retirement or death. The plan is subject to the legal requirement to guarantee a minimum return on the contributions paid by plan participants. The assets of the plan, which are made up from the contributions, are managed through a fund that is administered by an independent insurance company, providing a minimum guaranteed return. The plan participant’s contributions are defined in the terms of the plan, while the annual contributions to be paid by the Group are determined based on the funding level of the plan and are calculated based on current salaries, taking into account the legal minimum funding requirement, which is based on the vested reserves to which employees are entitled upon retirement or death. The plan mainly invests in debt securities in order to achieve the required minimum return. The Group bears any risk above the minimum guarantee given by the insurance company. There are no asset ceiling restrictions.

• In the U.S., Delhaize Group operates several defined benefit pension plans. These plans are subject to the Employee Retirement Income Security Act of 1974 (ERISA). In line with ERISA, Delhaize America has established the Benefit Plans Fiduciary Committee (“the Committee”) to manage and administer all plans and serve as a fiduciary where applicable. Its main responsibilities include (a) establishing appropriate procedures for plan administration and operations, (b) managing participant rights and benefits, enrolling participants and maintaining plan records and (c) establishing and periodically updating an investment policy for the funded plans and investing, monitoring and safeguarding the assets of those plans. In accordance with its responsibilities, the Committee reviews the funding policy annually to determine if it is consistent with the plan’s projected benefit needs. The plans operated by Delhaize America can be grouped into three different types:

a) Cash balance plans set up a hypothetical individual account for each employee, and credits each participant annually with a plan contribution that is a percentage of the participant’s monthly compensation. The contributions are transferred to a separate plan asset that generates return based on the investment portfolio. The largest plan is funded, covers approximately 44% of the Hannaford employees and is subject to a minimum funding requirement. Since several years, the plan is frozen for new employees and for further accruals of current employees.

The plan is not subject to any asset ceiling restrictions and any net assets are recognized in “Other non-current assets” (2012: $5 million (€4 million)).

The investment policy of the funded plan was amended in 2012 and as from then invests predominantly in debt securities.

b) Delhaize America sponsors unfunded non-qualified retirement savings plans offered to a limited number of Delhaize America employees. These plans provide benefit to the participant at some time in the future by deferring a part of their annual cash compensation that is adjusted based on returns of a hypothetical investment account. The balance is payable upon termination or retirement of the participant.

F-70

During 2012, Delhaize America amended a non-qualified defined contribution retirement and savings plan offered to Hannaford executives by closing it for new employees and future services. Following the plan amendment Delhaize America bears more than insignificant longevity and financing risk in connection with the plan. Consequently, the plan classification changed to a defined benefit plan and the net liability of $28 million (€22 million) was transferred from other non-current liabilities to pension benefit provisions.

c) Further, Delhaize America operates unfunded supplemental executive retirement plans (“SERP”), covering a limited number of executives. Benefits are calculated on the annual average of the participant’s annual cash compensation multiplied by a percentage based on years of service and age at retirement. These plans expose Delhaize America to risks relating to longevity and discount rate.

• In Serbia, Delhaize Group has an unfunded defined benefit plan that provides a lump-sum benefit upon retirement of the employee, as prescribed by Serbian law. The benefit is based on a fixed multiple of the higher of the (i) average gross salary of the employee, (ii) average gross salary in the company or (iii) average gross salary in the country, each determined at the time the employee retires. There is no legal requirement to fund these plans with contributions or other plan assets. The main risks of the plan relate to the discount rate, inflation and the future salary increase.

During 2014, Serbian law was amended, lowering the fixed multiple of the benefit that an employer has to pay upon retirement of the employee, which resulted in the recognition of insignificant negative past service cost.

• In Greece, Delhaize Group operates an unfunded defined benefit post-employment plan. This plan relates to retirement benefits prescribed by Greek law, consisting of lump-sum compensation payable in case of normal retirement or termination of employment. The amount of the indemnity is based on the employee’s monthly earnings and a multiple depending on the length of service and the status of the employee. There is no legal requirement to fund these plans with contributions or other plan assets. The plan exposes the Group to risk in connection with the applicable discount rate and the future salary increase. The employees are covered by the plan once they have completed a minimum service period, generally one year.

During 2013, and following the change of the respective law, the indemnity payable by the employer has been limited to 16 years (previously 28 years) of service (and for employees who had more than 16 years of service upon law publication, the indemnity is based on service capped at that time up to a maximum of 28 years). The change resulted in a negative past service cost of €3 million which has been recognized when the plan amendment occurred.

F-71

(in millions of €)	2014									2013									2012
	United States Plans			Plans Outside of the United States			Total			United States Plans			Plans Outside of the United States			Total			United States Plans			Plans Outside of the United States			Total
Change in benefit obligation:
Benefit obligation at January 1		157			132			289			180			153			333			174			122			296
Current service cost		1			4			5			1			5			6			2			5			7
Interest expense		8			4			12			7			3			10			8			5			13
Remeasurement (gain) loss
Effect of changes in demographic assumptions		3			—			3			—			—			—			—			6			6
Effect of changes in financial assumptions		2			26			28			(4	)		(12	)		(16	)		(3	)		20			17
Effect of experience adjustment		—			(9	)		(9	)		3			(8	)		(5	)		(2	)		4			2
Past service cost		—			—			—			—			(1	)		(1	)		—			—			—
Currency translation effect		21			—			21			(7	)		—			(7	)		(3	)		—			(3	)
Benefit payments from the plan / by the employer		(19	)		(5	)		(24	)		(24	)		(9	)		(33	)		(19	)		(12	)		(31	)
Settlement payments		—			1			1			—			1			1			—			1			1
Plan participants’ contributions		1			1			2			1			1			2			1			1			2
Business combinations/divestures/ transfers		—			—			—			—			—			—			22			1			23
Other		—			(1	)		(1	)		—			(1	)		(1	)		—			—			—
Benefit obligation at December 31		174			153			327			157			132			289			180			153			333
Change in plan assets:
Fair value of plan assets at January 1		104			68			172			125			72			197			130			73			203
Interest income		5			2			7			4			1			5			5			3			8
Remeasurement gain (loss)
Return on plan asset (excluding interest income)		(3	)		12			9			(6	)		(4	)		(10	)		4			5			9
Changes in asset ceiling (excluding interest income)		—			—			—			—			—			—			—			—			—
Currency translation effect		13			—			13			(5	)		—			(5	)		(2	)		—			(2	)
Employer contributions		8			8			16			9			8			17			6			3			9
Plan participants’ contributions		1			1			2			1			1			2			1			1			2
Benefits payments from the plan		(19	)		(5	)		(24	)		(24	)		(9	)		(33	)		(19	)		(12	)		(31	)
Settlement payments		—			—			—			—			—			—			—			—			—
Expenses, taxes and premiums paid		(2	)		—			(2	)		—			—			—			—			(1	)		(1	)
Business combinations/divestures/transfers		—			—			—			—			—			—			—			—			—
Other		—			(1	)		(1	)		—			(1	)		(1	)		—			—			—
Fair value of plan assets at December 31		107			85			192			104			68			172			125			72			197

F-72

(in millions of €)	2014								2013								2012
	United States Plans			Plans Outside of the United States			Total		United States Plans			Plans Outside of the United States			Total		United States Plans			Plans Outside of the United States			Total
Amounts recognized in the balance sheet:
Present value of defined benefit obligations		174			153			327		157			132			289		180			153			333
Fair value of plan assets		107			85			192		104			68			172		125			72			197
Net deficit/(surplus)		67			68			135		53			64			117		55			81			136
Defined benefit liability		67			68			135		53			64			117		59			81			140
Defined benefit asset		—			—			—		—			—			—		(4	)		—			(4	)
Net defined benefit liability		67			68			135		53			64			117		55			81			136
Weighted average assumptions used to determine benefit obligations:
Discount rate		4.25	%		1.55	%				4.85	%		3.19	%				3.49	%		2.27	%
Rate of compensation increase		4.25	%		2.94	%				4.25	%		3.03	%				4.25	%		2.66	%
Rate of price inflation		3.50	%		1.98	%				3.48	%		2.02	%				3.05	%		2.00	%
Interest crediting rate (only applicable for the Hannaford Cash Balance Plan)		3.25	%		—					4.00	%		—					4.00	%		—

Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding all other assumptions constant, would have affected the defined benefit obligation as follows:

				United States plans						Plans outside of the United States
(in millions of €)	Change in assumption			Increase			Decrease			Increase			Decrease
Discount rate		0.50	%		(6	)		7			(9	)		10
Rate of compensation increase		0.50	%		—			—			10			(9	)
Mortality rate improvement		1 year			2			—			1			—
Interest crediting rate (only applicable for the Hannaford Cash Balance Plan)		0.25	%		5			(4	)		—			—

F-73

(in millions of €)	2014									2013									2012
	United States Plans			Plans Outside of the United States			Total			United States Plans			Plans Outside of the United States			Total			United States Plans			Plans Outside of the United States			Total
Components of defined benefit cost:
Components of defined benefit cost recognized in the income statement:
Current service cost		1			4			5			1			5			6			2			5			7
Past service cost		—			—			—			—			(1	)		(1	)		—			—			—
Interest expense		8			4			12			7			3			10			8			5			13
Interest income		(5	)		(2	)		(7	)		(4	)		(1	)		(5	)		(5	)		(3	)		(8	)
Administrative expenses and taxes		2			—			2			—			—			—			—			1			1
(Gain) loss on settlement		—			1			1			—			1			1			—			1			1
Components of defined benefit cost recognized in the income statement		6			7			13			4			7			11			5			9			14
Components of defined benefit cost recognized in OCI:
Remeasurements of defined benefit obligation
Effect of changes in demographic assumptions		3			—			3			—			—			—			—			6			6
Effect of changes in financial assumptions		2			26			28			(4	)		(12	)		(16	)		(3	)		20			17
Effect of experience adjustment		—			(9	)		(9	)		3			(8	)		(5	)		(2	)		4			2
Remeasurement of plan assets
Return on plan asset		3			(12	)		(9	)		6			4			10			(4	)		(5	)		(9	)
Components of defined benefit cost recognized in OCI		8			5			13			5			(16	)		(11	)		(9	)		25			16
Total components of defined benefit cost		14			12			26			9			(9	)		—			(4	)		34			30

The plan assets of the Group‘s defined benefit pension plan in Belgium is funded through a group insurance program and are part of the insurance company’s overall investments, benefiting from a guaranteed minimum return. The insurance company’s asset allocation was as follows:

	December 31,
	2014			2013			2012
Equities (all instruments have quoted price in active market)		5	%		6	%		5	%
Debt (all instruments have quoted price in active market)		90	%		92	%		91	%
Other assets (e.g., cash and cash equivalents)		5	%		2	%		4	%

In 2015, the Group expects to contribute approximately €3 million to the defined benefit pension plan in Belgium.

The weighted average duration of the plans outside the United States is 12.7 years (11.0 years in 2013 and 11.9 years in 2012).

The expected timing of the benefit payments for these plans is as follows:

(in millions of €)	Within the next year		In 2 years		In 3 years		In 4 years		In 5 years		Thereafter		Total
As of December 31, 2014		9		4		4		7		7		226		257

F-74

The Hannaford plan asset allocation was as follows:

	December 31,
	2014			2013			2012
Equities (all instruments have quoted price in active market)		0	%		0	%		0	%
Debt (all instruments have quoted price in active market)		99	%		92	%		95	%
Other assets (e.g., cash and cash equivalents)		1	%		8	%		5	%

In 2012, Delhaize America performed a review of the plan’s funding position and the investment policy applied by the plan. Following the freezing of the plan, the Group’s exposure to continuously growing defined benefit obligations has decreased and Delhaize America changed the investment strategy of the plan and intends to invest going forward mainly in debt securities.

The 2012 year-end actuarial calculation resulted in a benefit to the Group.

Delhaize Group expects to contribute approximately €15 million ($18 million) to the defined benefit pension plan in the U.S. during 2015.

The weighted average duration of the United States plans is 9.8 years (10.5 years in 2013 and 9.9 years in 2012).

The expected timing of the benefit payments for these plans is as follows:

(in millions of €)	Within the next year		In 2 years		In 3 years		In 4 years		In 5 years		Thereafter		Total
As of December 31, 2014		15		9		9		10		10		203		256

Total defined benefit expenses in profit or loss were €13 million, €11 million and €14 million for 2014, 2013 and 2012, respectively, and can be summarized as follows:

(in millions of €)	2014		2013		2012
Cost of sales		1		1		1
Selling, general and administrative expenses		12		10		13
Total defined benefit expense recognized in profit or loss		13		11		14

21.2 Other Post-Employment Benefits

In the U.S., the Group provides certain health care and life insurance benefits for retired employees, which qualify as defined benefit plans. A limited number of Delhaize America employees may become eligible for these benefits and currently only a very limited number is covered. The post-employment health care plan is contributory for most participants with retiree contributions adjusted annually.

The total benefit obligation as of December 31, 2014 was €3 million (2013: €2 million and 2012: €3 million). The health care plans are unfunded and the total net liability as of December 31, 2014 equals the defined benefit obligation. During 2014, the changes in actuarial assumptions did not result in significant actuarial gains or losses.

The assumptions applied in determining benefit obligation and costs are summarized in the table below:

	December 31,
	2014			2013			2012
Weighted-average actuarial assumptions used to determine benefit obligations:
Discount rate		3.60	%		4.30	%		3.30	%
Current health care cost trend		7.60	%		7.60	%		7.80	%
Ultimate health care cost trend		5.00	%		5.00	%		5.00	%
Year of ultimate trend rate		2021			2020			2018

A change by 100 basis points in the assumed health care trend rates would have an insignificant effect on the post-employment benefit obligation or expense.

F-75

21.3 Share-Based Compensation

Delhaize Group offers share-based incentives to certain members of its senior management: stock option and performance stock unit plans for employees of its non-U.S. operating companies; warrant, restricted and performance stock unit plans for employees of its U.S. based companies.

• Under a warrant plan the exercise by the employee of warrants results in the issuance of new shares, while stock options, restricted and performance stock units are based on existing shares. Due to the sizeable administrative requirements that Belgian law imposes on capital increases, a certain amount of time passes between the moment warrants have been exercised and the capital increase is formally performed. In case when the capital increase occurs after year-end for warrants exercised before year-end, which usually relates to a limited number of warrants, Delhaize Group accounts for the actual exercise of the warrants at the date of the following capital increase. Consequently, no movement occurs in equity due to warrants exercised pending a subsequent capital increase, until such a capital increase takes place. If assessed to be dilutive, such exercised warrants pending a subsequent capital increase are included in the diluted earnings per share calculation.

• Restricted and performance stock unit awards represent the right to receive the number of shares or American Depositary Shares (“ADS”) set forth in the award at the vesting date at no cost to plan participants and free of any restrictions.

During 2014, the ratio of Delhaize Group ADS to Delhaize Group ordinary shares changed from one ADS for every one ordinary share to four ADS for every one ordinary share. Information on all compensation plans provided in this note is in number of (underlying) Delhaize Group ordinary shares.

The remuneration policy of Delhaize Group can be found as Exhibit F to the Delhaize Group’s Corporate Governance Charter available on the Group’s website (www.delhaizegroup.com).

The share-based compensation plans operated by Delhaize Group are equity-settled share-based payment transactions, do not contain cash settlement alternatives and the Group has no past practice of cash settlement. The cost of such transactions with employees is measured by reference to the fair value of the equity instruments at grant date and is expensed over the applicable vesting period. All share-based compensation plans contain service conditions. In addition, the performance stock unit plans also contain performance conditions, whereby the (cliff-)vesting is linked to the achievement of non-market financial performance conditions, such as the cumulative shareholder value creation over the service period. Neither service conditions nor non-market performance condition are reflected in the grant-date fair value, but result in a true-up for changes in the number of equity instruments that are expected to vest. The period of achieving the performance targets does not extend beyond the end of the service period and does not start substantially before the commencement of the service period.

The grant date fair value of restricted and performance stock unit is determined based on the share price at the grant date. To estimate the fair value of warrants and options underlying the share-based compensation, Delhaize Group uses the Black-Scholes-Merton valuation model. This requires the selection of certain assumptions, including the expected life of the option, the expected volatility, the risk-free rate and the expected dividend yield:

• The expected life of the option is based on management’s best estimate and based on historical option activity.

• The expected volatility is determined by calculating the historical volatility of the Group’s share price over the expected option term.

• The risk-free rate is determined using a generic price of government bonds with corresponding maturity terms.

• The expected dividend yield is determined by calculating a historical average of dividend payments made by the Group.

The exercise price associated with stock options is dependent on the rules applicable to the relevant stock option plan. The exercise price is either the Delhaize Group ADR price on the date of the grant (U.S. plans) or the Delhaize Group share price on the working day preceding the offering of the option (non-U.S. plans).

The usage of historical data over a period similar to the life of the options assumes that the past is indicative of future trends, and - as with all assumptions - may not necessarily be the actual outcome. The assumptions used for estimating fair values for various share-based payment plans are given further below.

Total share-based compensation expenses recorded - primarily in selling, general and administrative expenses - were €12 million in 2014, €16 million in 2013 and €13 million in 2012.

F-76

Non-U.S. Operating Entities Stock Options Plans

Until 2013, Delhaize Group granted stock options to vice presidents and above of its non-U.S. operating entities.

25% of the options granted under these plans vest immediately and the remaining options vest after a service period of approximately 3 ¹⁄₂ years, the date at which all options become exercisable. Options expire seven years from the grant date.

Delhaize Group stock options granted to employees of non-U.S. operating companies were as follows:

Plan	Effective Date of Grants	Number of shares Underlying Award Issued		Number of shares Underlying Awards Outstanding at December 31, 2014		Exercise Price		Number of Beneficiaries (at the moment of issuance)		Exercise Period
2013 grant under the 2007 Stock option plan	December 2013		93 063		93 063	€	41.71		1		Jan. 1, 2017 – May 29, 2020
	November 2013		15 731		15 731	€	43.67		1		Jan. 1, 2017 – May 29, 2020
	May 2013		267 266		258 158	€	49.85		111		Jan. 1, 2017 – May 29, 2020
2012 grant under the 2007 Stock option plan	November 2012		35 000		35 000	€	26.39		1		Jan. 1, 2016 – May 24, 2019
	May 2012		362 047		361 236	€	30.99		95		Jan. 1, 2016 – May 24, 2019
2011 grant under the 2007 Stock option plan	June 2011		290 078		283 490	€	54.11		83		Jan. 1, 2015 – June 14, 2018
2010 grant under the 2007 Stock option plan	June 2010		198 977		170 651	€	66.29		80		Jan. 1, 2014 – June 7, 2017
2009 grant under the 2007 Stock option plan	June 2009		230 876		102 411	€	50.03		73		Jan. 1, 2013 – June 8, 2016
2008 grant under the 2007 Stock option plan	May 2008		237 291		81 991	€	49.25		318		Jan. 1, 2012 – May 29, 2015
2007 grant under the 2007 Stock option plan	June 2007		185 474		157 041	€	71.84		619		Jan. 1, 2011 – June 7, 2017	(1)

⁽¹⁾  In 2009, Delhaize Group offered to the beneficiaries of the 2007 grant (under the 2007 stock option plan) the exceptional choice to extend the exercise period from 7 to 10 years. This was accounted as a modification of the plan and the non-significant incremental fair value granted by this extension, measured in accordance with IFRS 2, was accounted over the remaining vesting period. In accordance with Belgian law, most of the beneficiaries of the 2007 Stock option plan agreed to extend the exercise period of their stock options for a term of three years. The very few beneficiaries who did not agree to extend the exercise period of their stock options continue to be bound by the initial expiration date of the exercise period of the plan, i.e., June 7, 2014.

Activities associated with non-U.S. stock option plans were as follows:

2014	Shares			Weighted Average Exercise Price (in €)
Outstanding at beginning of year		1 778 028			49.25
Exercised		(225 643	)		49.59
Forfeited		6 387			42.74
Outstanding at end of year		1 558 772			49.17
Options exercisable at end of year		795 584			59.20

F-77

2013	Shares			Weighted Average Exercise Price (in €)
Outstanding at beginning of year		1 606 255			49.95
Granted		376 060			47.58
Exercised		(11 166	)		49.56
Forfeited		(58 753	)		57.02
Expired		(134 368	)		49.55
Outstanding at end of year		1 778 028			49.25
Options exercisable at end of year		738 166			58.39

2012	Shares			Weighted Average Exercise Price (in €)
Outstanding at beginning of year		1 379 150			55.71
Granted		397 047			30.58
Forfeited		(16 463	)		55.73
Expired		(153 479	)		50.97
Outstanding at end of year		1 606 255			49.95
Options exercisable at end of year		742 612			54.61

The weighted average remaining contractual term for the stock options outstanding as at December 31, 2014 was 3.65 years (2013: 4.31 years; 2012: 4.34 years). The weighted average share price for options exercised during 2014, 2013 and 2012 amounted €56.18, €51.48 and €0.00 (as there were no exercises), respectively.

The following table summarizes stock options outstanding and exercisable as of December 31, 2014, and the related weighted average remaining contractual life (years) and weighted average exercise price under the Delhaize Group stock option plans of non-U.S. operating companies:

Range of Exercise Prices	Number Outstanding		Weighted Average Remaining Contractual Life (in years)		Weighted Average Exercise Price (in €)
€26.39 - €43.67		505 030		4.62		33.04
€49.25 - €54.11		726 050		3.52		51.47
€66.29 - €71.84		327 692		2.44		68.95
€26.39 - €71.84		1 558 772		3.65		49.17

Stock options exercisable at the end of 2014 had a weighted average remaining contractual term of €2.46 years (2013: 2.60 years; 2012: 2.80 years).

The weighted average fair values of stock options granted and assumptions used on the date of grant for their estimations were as follows:

	Dec. 2013		Nov. 2013		May 2013		Nov. 2012		May 2012
Share price (in €)		43.20		43.67		50.09		26.39		28.41
Expected dividend yield (%)		3.4		3.4		3.4		3.4		3.3
Expected volatility (%)		24.3		24.5		27.0		26.7		26.0
Risk-free interest rate (%)		1.1		0.9		0.7		0.6		0.7
Expected term (years)		6.0		6.0		6.0		5.8		5.8
Fair value of options granted (in €)		6.98		6.52		8.43		4.27		3.86

Non-U.S. Operating Entities Performance Stock Units

As from 2014, Delhaize Group granted performance stock units to European members of the Group’s Executive Committee and certain other senior executives as determined by the Group’s Board of Directors.

F-78

Performance stock units are restricted stock units, with service and performance conditions. The cliff-vesting of these performance stock units is linked to the achievement of a non-market financial performance condition (Shareholders Value Creation over a cumulative 3-year period). Shareholders Value Creation has been defined by the Group as six times underlying EBITDA minus the net debt, as also defined by the Group.

Performance stock units granted to European associates under the “Delhaize Group 2014 European Performance Stock Unit Plan” were as follows:

Effective Date of Grant	Fair value at grant date		Number of Shares Underlying Award Issued		Number of Shares Underlying Awards Outstanding at December 31, 2014		Number of Beneficiaries (at the moment of issuance)
May 2014	€	53.45		140 981		132 705		80

During 2014, 8 276 performance stock units forfeited.

U.S. Operating Entities Warrants Plans

Until 2013, Delhaize Group granted warrants for its vice presidents and above. Warrants granted under the “Delhaize Group 2012 Stock Incentive Plan” and the “Delhaize Group 2002 Stock Incentive Plan” vest ratably over a three-year service period, are exercisable when they vest and expire ten years from the grant date.

Share-based awards granted to employees of U.S. operating companies under the various plans were as follows:

Plan	Effective Date of Grants	Number of shares Underlying Award Issued		Number of shares Underlying Awards Outstanding at December 31, 2014		Exercise Price		Number of Beneficiaries (at the moment of issuance)		Exercise Period (exercisable until)
Delhaize Group 2012 Stock Incentive plan - Warrants	November 2013		11 237		11 237	$	58.40		1		2023
	May 2013		368 139		331 575	$	64.75		59		2023
	August 2012		300 000		—	$	39.62		1		2022
	May 2012		291 727		112 877	$	38.86		75		2022
Delhaize Group 2002 Stock Incentive plan - Warrants	June 2011		318 524		284 054	$	78.42		75		2021
	June 2010		232 992		191 486	$	78.33		74		2020
	June 2009		301 882		182 726	$	70.27		88		2019
	May 2008		528 542		269 005	$	74.76		237		2018
	June 2007		1 165 108		751 665	$	96.30		3 238		2017
	June 2006		1 324 347		302 767	$	63.04		2 983		2016
	May 2005		1 100 639		144 397	$	60.76		2 862		2015
Delhaize America 2002 Stock Incentive plan - Options not backed by warrants	Various		3 221		1 333	$ -$	74.76 78.33		11		Various

Activities related to the Delhaize Group 2012 and 2002 Stock Incentive Plans were as follows:

2014	Shares			Weighted Average Exercise Price (in $)
Outstanding at beginning of year		3 153 796			73.09
Exercised(1)		(378 093	)		51.05
Forfeited/expired		(192 581	)		73.35
Outstanding at end of year		2 583 122			76.30
Options exercisable at end of year		2 099 523			77.42

⁽¹⁾  Includes 13 483 warrants exercised by employees, for which a capital increase had not occurred before December 31, 2014.

F-79

2013	Shares			Weighted Average Exercise Price (in $)
Outstanding at beginning of year		3 521 876			69.27
Granted		379 376			64.56
Exercised		(534 043	)		41.36
Forfeited/expired		(213 413	)		74.30
Outstanding at end of year		3 153 796			73.09
Options exercisable at end of year		2 313 002			75.20

2012	Shares			Weighted Average Exercise Price (in $)
Outstanding at beginning of year		3 195 599			74.22
Granted		591 727			39.25
Exercised		(28 561	)		42.14
Forfeited/expired		(236 889	)		64.27
Outstanding at end of year		3 521 876			69.27
Options exercisable at end of year		2 322 027			74.56

The weighted average remaining contractual term for the stock options outstanding as at December 31, 2014 is 2.85 years (2013: 3.77 years; 2012: 4.76 years). The weighted average share price for stock options exercised during 2014 amounts to $70.30 (2013: $60.80; 2012: $52.87).

The following table summarizes share-based awards outstanding as of December 31, 2014, and the related weighted average remaining contractual life (years) and weighted average exercise price under the share-based compensation plans for employees of U.S. operating companies:

Range of Exercise Prices	Number Outstanding		Weighted Average Remaining Contractual Life (in years)		Weighted Average Exercise Price (in $)
$38.86 - $63.04		571 278		2.18		57.59
$64.75 - $74.76		784 639		3.98		69.48
$78.33 - $96.30		1 227 205		2.44		89.36
$38.86 - $96.30		2 583 122		2.85		76.30

Stock options exercisable at the end of 2014 had a weighted average remaining contractual term of 2.38 years (2013: 2.85 years; 2012: 3.60 years).

The fair values of stock options granted and assumptions used for their estimation were as follows:

	Nov. 2013		May 2013		Aug. 2012		May 2012
Share price (in $)		58.40		64.75		39.62		38.86
Expected dividend yield (%)		3.6		3.6		3.6		3.5
Expected volatility (%)		27.5		27.9		27.1		27.9
Risk-free interest rate (%)		1.2		0.8		0.5		0.6
Expected term (years)		4.4		4.4		4.2		4.2
Fair value of options granted (in $)		9.37		10.26		5.89		6.10

U.S. Operating Entities Restricted and Performance Stock Unit Plan

Restricted Stock Unit Plans

Until 2012, Delhaize Group granted restricted stock units to eligible Directors and above. As from 2013, Vice Presidents and above no longer receive restricted stock units, instead they are awarded performance stock units (see below). Further, as from the 2013 grant, the vesting scheme of these awards has been changed from a five-year period starting at the end of the second year following the grant date into a cliff vesting after 3 years.

F-80

Restricted stock unit awards granted to employees of U.S. operating companies under the “Delhaize America 2012 Restricted Stock Unit Plan” and the “Delhaize America 2002 Restricted Stock Unit Plan” (grants prior to 2012) were as follows:

Effective Date of Grants	Fair value at grant date		Number of Shares Underlying Award Issued		Number of Shares Underlying Awards Outstanding at December 31, 2014		Number of Beneficiaries (at the moment of issuance)
May 2013	$	64.75		72 305		59 462		177
August 2012	$	39.62		40 000		—		1
May 2012	$	38.86		126 123		43 797		253
June 2011	$	78.42		128 717		26 487		249
June 2010	$	78.33		123 917		11 201		243

Activities related to the restricted stock unit plans were as follows:

2014	Shares
Outstanding at beginning of year		231 299
Released from restriction		(77 622	)
Forfeited/expired		(12 730	)
Outstanding at end of year		140 947

2013	Shares
Outstanding at beginning of year		458 733
Granted		72 305
Released from restriction		(262 542	)
Forfeited/expired		(37 197	)
Outstanding at end of year		231 299

2012	Shares
Outstanding at beginning of year		520 584
Granted		166 123
Released from restriction		(210 611	)
Forfeited/expired		(17 363	)
Outstanding at end of year		458 733

Performance Stock Units

As from 2013, Delhaize Group granted performance stock units to Vice Presidents and above. Performance stock units are restricted stock units, with service and performance conditions. The cliff-vesting of these performance stock units is linked to the achievement of non-market financial performance condition targets over a cumulative 3-year period, being a ROIC target for 2013 and Shareholders Value Creation, as defined above, for 2014.

F-81

Performance stock units granted to employees of U.S. operating companies under the “Delhaize America 2012 Restricted Stock Unit Plan” were as follows:

Effective Date of Grants	Fair value at grant date		Number of Shares Underlying Award Issued		Number of Shares Underlying Awards Outstanding at December 31, 2014		Number of Beneficiaries (at the moment of issuance)
December 2014	$	72.48		7 782		7 782		1
July 2014	$	68.04		18 739		18 739		1
May 2014	$	71.28		172 426		161 965		50
November 2013	$	58.40		3 979		3 979		1
May 2013	$	64.75		122 364		112 972		60

Activities related to the performance stock unit plans were as follows:

2014	Shares
Outstanding at beginning of year		126 343
Granted		198 947
Released from restriction		(2 647	)
Forfeited/expired		(17 206	)
Outstanding at end of year		305 437

22. INCOME TAXES

The major components of income tax expense for 2014, 2013 and 2012 were:

(in millions of €)	2014			2013			2012
Continuing operations
Current tax		185			160			119
Taxes related to prior years recorded in the current year		(15	)		(1	)		(57	)(1)
Other (current tax related)		—			2			2
Deferred tax		(114	)(4)		(67	)		(39	)
Deferred taxes related to prior years recorded in the current year		9			—			5
Recognition of deferred tax on previously unrecognized tax losses and tax credits		—			(1	)		(6	)
Derecognition of previously recorded deferred tax assets		1			—			18
Deferred tax expense relating to changes in tax rates or the imposition of new taxes		—			(8	)(3)		13	(2)
Total income tax expense from continuing operations		66			85			55
Discontinued operations
Current tax		(8	)		(8	)		(10	)
Deferred tax		(40	)(5)		(17	)		(24	)
Total income tax expense from discontinued operations		(48	)		(25	)		(34	)
Total income tax expense from continuing and discontinued operations		18			60			21

⁽¹⁾  Relates primarily to the resolution of several tax matters in the U.S. which resulted in the recognition of an income tax benefit.

⁽²⁾  End 2012, the Serbian government enacted an increase in tax rate from 10% to 15%, effective as from January 1, 2013.

⁽³⁾  Relates to the benefit we recognized as a result of the reorganization of some of our US operations, which is slightly offset by an increase in the Greek tax rate from 20% to 26%.

⁽⁴⁾  Relates primarily to both the carryforward of exempted dividend income and the reorganization expenses in Belgium.

⁽⁵⁾  Relates primarily to the impairment loss associated with the sale of Bottom Dollar Food.

F-82

Reconciliation of effective tax rate:

(in millions of €)	2014			2013			2012
Profit before taxes and discontinued operations		255			357			352
Share of results of joint venture equity accounted		(4	)		(4	)		(4	)
Result from discontinued operations, before taxes		(147	)		(115	)		(228	)
Total profit before taxes, excl. share of results of joint venture		104			238			120
Assumed taxes applying the Group’s domestic tax rate (33.99%)		35			81			41
Effect of different tax rates in jurisdictions outside Belgium		10			24			32
Taxes related to prior years recorded in current year		(6	)		(1	)		(52	)(2)
Tax effects of:
Changes in tax rate or imposition of new taxes		(4	)		(8	)(4)		13	(3)
Non taxable income		(32	)		(36	)		(32	)
Non deductible expenses		30			30			28
Deductions from taxable income(1)		(35	)		(42	)		(44	)
Tax charges on dividend income		4			3			8
(Recognition) non recognition of deferred tax assets		16			7			24
Other		—			2			3
Total income tax expense from continuing and discontinued operations		18			60			21
Effective income tax rate		17.5	%		25.2	%		17.5	%

⁽¹⁾  Deductions from taxable income relate to notional interest deduction in Belgium and tax credits in other countries.

⁽²⁾  Relates primarily to the resolution of several tax matters in the U.S. which resulted in the recognition of an income tax benefit.

⁽³⁾  In December 2012, the Serbian government enacted an increase in tax rate from 10% to 15%, effective as from January 1, 2013.

⁽⁴⁾  Relates to the benefit we recognized as a result of the reorganization of some of our US operations, which is slightly offset by an increase in the Greek tax rate from 20% to 26%.

The aggregated amount of current and deferred tax charged or (credited) directly to equity was as follows:

(in millions of €)	2014			2013			2012
Current tax		1			(1	)		2
Deferred tax		(5	)		2			(5	)
Total tax charged (credited) directly to equity		(4	)		1			(3	)

Delhaize Group has not recognized income taxes on undistributed earnings of its subsidiaries and joint ventures, as the undistributed earnings will not be distributed in the foreseeable future. The cumulative amount of undistributed earnings on which the Group has not recognized income taxes was approximately €4.6 billion at December 31, 2014, €4.0 billion at December 31, 2013 and €4.0 billion at December 31, 2012.

Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset and when the deferred income taxes relate to the same fiscal authority. Deferred income taxes recognized on the balance sheet were as follows:

	December 31,
(in millions of €)	2014		2013		2012
Deferred tax liabilities		302		443		566
Deferred tax assets		46		71		89
Net deferred tax liabilities		256		372		477

F-83

The changes in the overall net deferred tax liabilities were as follows:

(in millions of €)	Accelerated Tax Depreciation			Closed Store Provision			Leases			Pension			Other			Total
Net deferred tax liabilities at January 1, 2012		586			(18	)		(76	)		(41	)		73			524
Charge (credit) to equity for the year		—			—			—			(4	)		(1	)(1)		(5	)
Charge (credit) to profit or loss for the year		(45	)		(26	)		1			(3	)		27			(46	)
Effect of change in tax rates		13			—			—			—			—			13
Divestiture		(1	)		—			—			—			1			—
Transfers (to) from other accounts		(1	)		—			—			—			1			—
Currency translation effect		(10	)		1			1			—			(1	)		(9	)
Net deferred tax liabilities at December 31, 2012		542			(43	)		(74	)		(48	)		100			477
Charge (credit) to equity for the year		—			—			—			4			(2	)		2
Charge (credit) to profit or loss for the year		(61	)		(5	)		2			(2	)		(19	)		(85	)
Effect of change in tax rates		(3	)		—			—			(2	)		(3	)		(8	)
Divestiture		2			—			—			—			—			2
Transfers (to) from other accounts		(1	)		1			—			—			(2	)		(2	)
Currency translation effect		(17	)		2			2			2			(3	)		(14	)
Net deferred tax liabilities at December 31, 2013		462			(45	)		(70	)		(46	)		71			372
Charge (credit) to equity for the year		—			—			—			(4	)		(1	)		(5	)
Charge (credit) to profit or loss for the year		(86	)		10			8			4			(76	)(2)		(140	)
Effect of change in tax rates		(2	)		(1	)		—			—			(1	)		(4	)
Divestiture		—			1			—			—			(1	)		—
Currency translation effect		41			(5	)		(8	)		(5	)		10			33
Net deferred tax liabilities at December 31, 2014		415			(40	)		(70	)		(51	)		2			256

⁽¹⁾ 2012 included €2 million in relation to the cash flow hedge reserve (terminated in 2013).

⁽²⁾  Relates primarily to both the carryforward of exempted dividend income and the reorganization expenses in Belgium.

At December 31, 2014, Delhaize Group did not recognize deferred tax assets of €250 million, of which:

• €40 million relates to U.S. tax loss carry-forwards of €1 044 million and U.S. state tax credits, which if unused would expire at various dates between 2015 and 2034;

• €8 million relates to tax credits in Europe, which if unused would expire at various dates between 2015 and 2023;

• €177 million relates to several deferred tax assets (primarily tax loss carry-forwards of €563 million) in Europe which can be utilized without any time limitation;

• €17 million relates to capital losses that can only be offset against capital gains in Europe, which if unused would expire in 2018 and 2019;

• €1 million relates to impairment in Europe that could result in capital losses which will probably not be offset against realized capital gains within the applicable time limitations;

• €7 million relates to U.S. state deferred tax assets which can be utilized without any time limitation.

The unused tax losses and unused tax credits may not be used to offset taxable income or income taxes in other jurisdictions.

Delhaize Group recognized deferred tax assets only to the extent that it is probable that future taxable profit will be available against which the unused tax losses, the unused tax credits and deductible temporary differences can be utilized. At December 31, 2014, the recognized deferred tax assets relating to unused tax losses and unused tax credits amounted to €71 million.

F-84

23. ACCRUED EXPENSES

	December 31,
(in millions of €)	2014		2013		2012
Accrued payroll and short-term benefits		400		404		327
Accrued interest		33		37		33
Other		92		85		77
Total accrued expenses		525		526		437

24. EXPENSES FROM CONTINUING OPERATIONS BY NATURE

The aggregate of cost of sales and selling, general and administrative expenses from continuing operations can be specified by nature as follows:

(in millions of €)	Note		2014		2013		2012
Product cost, net of vendor allowances and cash discounts		25		15 527		14 958		14 855
Employee benefits		26		2 882		2 813		2 763
Supplies, services and utilities purchased				868		796		797
Depreciation and amortization		7, 8, 9		577		561		581
Operating lease expenses		18.3		296		278		275
Repair and maintenance				236		233		234
Advertising and promotion				186		171		170
Other expenses(1)				153		116		103
Total expenses by nature				20 725		19 926		19 778
Cost of sales		25		16 222		15 579		15 486
Selling, general and administrative expenses				4 503		4 347		4 292
Total expenses by function				20 725		19 926		19 778

⁽¹⁾  Allowances and credits received from suppliers that represent a reimbursement of specific and identifiable non-product costs incurred by the Group (see Note 25) have been included for the purposes of this overview in “Other expenses”. Line item also includes impairment losses recognized on receivables (see Note 14).

25. COST OF SALES

(in millions of €)	Note		2014		2013		2012
Product cost, net of vendor allowances and cash discounts		24		15 527		14 958		14 855
Purchasing, distribution and transportation costs				695		621		631
Total				16 222		15 579		15 486

Delhaize Group receives allowances and credits from suppliers mainly for in-store promotions, co-operative advertising, new product introduction and volume incentives. These allowances are included in the cost of inventory and recognized as a reduction to cost of sales when the product is sold, unless they represent the reimbursement of a specific and identifiable cost incurred by the Group to sell the vendor’s product in which case they are recorded as a reduction in “Selling, general and administrative expenses” (€14 million, €14 million and €13 million in 2014, 2013 and 2012, respectively).

F-85

26. EMPLOYEE BENEFIT EXPENSES

Employee benefit expenses for continuing operations can be summarized and compared to prior years as follows:

(in millions of €)	Note		2014		2013		2012
Wages, salaries and short-term benefits including social security				2 820		2 735		2 685
Share-based compensation expenses		21.3		12		16		13
Retirement benefits (including defined contribution, defined benefit and other post-employment benefits)		21.1, 21.2		50		62		65
Total		24		2 882		2 813		2 763

Employee benefit expenses were recognized in the income statement as follows:

(in millions of €)	2014		2013		2012
Cost of sales		382		354		355
Selling, general and administrative expenses		2 500		2 459		2 408
Employee benefits for continuing operations		2 882		2 813		2 763
Results from discontinued operations		104		261		301
Total		2 986		3 074		3 064

27. OTHER OPERATING INCOME

Other operating income includes income generated from activities other than sales and point of sale services to retail and wholesale customers.

(in millions of €)	2014		2013		2012
Rental income		53		49		48
Income from waste recycling activities		19		20		19
Services rendered to wholesale customers		6		6		7
Gains on sale of property, plant and equipment		11		11		10
Gains on sale of businesses		—		9		—
Other		30		32		30
Total		119		127		114

During 2014, Delhaize Group recognized €7 million of insurance income related to product losses in the caption “Other”.

In 2013, Delhaize Group converted several of its Belgian company-operated City stores into affiliated Proxy stores operated by independent third parties, leading to a gain on disposal of €9 million, included in “Gain on sale of businesses”. The caption “Other” contains a €7 million favorable impact of a litigation settlement for which a provision had been recorded during the purchase price allocation of Delta Maxi and a €4 million reversal of legal provisions in Serbia.

During 2012, Delhaize Group recognized €3 million of government grant income and €5 million of lease termination/settlement income in “Other”.

F-86

28. OTHER OPERATING EXPENSES

Other operating expenses include expenses incurred outside the normal course of operating supermarkets.

(in millions of €)	2014			2013		2012
Store closing expenses		(2	)		5		112
Reorganization expenses		137			15		—
Impairment losses		166			206		135
Losses on sale of property, plant and equipment		18			21		21
Other		13			10		8
Total		332			257		276

During 2014, the Group recognized reorganization expenses of €137 million in connection with its Belgian Transformation Plan (see Note 20.3). In 2013, the Group recorded €15 million reorganization charges related to the severance of support services senior management and employees in the U.S.

During 2012, Delhaize Group closed a total of 180 stores, of which 146 stores (126 in the United States and 20 Maxi stores) were closed early 2012 following a store portfolio review both in the United States and Europe, resulting in total store closing charges of €141 million, of which €14 million presented in “Result from discontinued operations”. These charges were partly offset by €15 million resulting from the periodic update of estimates used for the store closing provision (see Note 20.1).

Impairment losses recognized in continued operations can be summarized as follows:

(in millions of €)	Note		2014		2013		2012
Goodwill		6		138		124		85
Intangible assets		7		10		68		2
Property, plant and equipment		8		16		8		16
Investment property		9		2		6		14
Assets held for sale		5.2		—		—		18
Total				166		206		135

In 2014, the Group recorded additional impairment losses on its Serbian goodwill of €138 million and trade names of €10 million. Furthermore, Delhaize Serbia recorded €7 million impairment losses on 2 of its incumbent distribution centers and Delhaize America recognized €6 million impairment losses in connection with Food Lion store closings.

In 2013, the Group recorded impairment losses on its Serbian goodwill (€124 million) and trade names (€67 million) and some other intangible assets at Delhaize America (€1 million).

In 2012, the Group recognized impairment losses of €85 million on the Serbian goodwill. In addition, the Group recognized impairment losses of €16 million in property, plant and equipment relating to store closings and to certain underperforming stores in Serbia (€8 million), Belgium (€5 million) and the U.S. (€3 million). Further, impairment losses of €14 million were recognized on investment properties, primarily on 15 properties in the United States and a warehouse in Albania. Finally, assets held for sale at Maxi Group were impaired by €18 million as a result of the weakening real estate market and the deteriorating state of the property for sale.

“Other” primarily consists of hurricane and other natural disasters related expenses, as well as legal provision/settlement expenses.

F-87

29. FINANCIAL RESULT

29.1 Finance Costs

(in millions of €)	Note		2014			2013			2012
Interest on short- and long-term borrowings				122			122			133
Amortization of debt discounts (premiums) and financing costs				4			4			5
Interest on obligations under finance leases				52			54			64
Interest charged to closed store provisions (unwinding of discount)		20.1		4			5			6
Total interest expenses				182			185			208
Foreign currency losses (gains) on debt covered by cash flow hedge		30		—			—			(1	)
Reclassification of fair value losses (gains) from OCI on cash flow hedge		19		—			—			4
Total cash flow hedging impact				—			—			3
Fair value losses (gains) on debt instruments — fair value hedges		19		5			(22	)		3
Fair value losses (gains) on derivative instruments — fair value hedges		19		(5	)		22			(6	)
Total fair value hedging impact				—			—			(3	)
Foreign currency losses (gains) on debt instruments		30		22			14			13
Fair value losses (gains) on cross-currency interest rate swaps				(23	)		(13	)		(4	)
Fair value losses (gains) on other freestanding derivatives				(1	)		—			—
Amortization of deferred loss on discontinued hedge		16		—			1			—
Other finance costs				8			6			27
Less: capitalized interest				—			—			(2	)
Total				188			193			242

In 2013, the remaining $99 million of the original $300 million senior notes, issued in February 2009 and due 2014, being part of a designated cash flow hedge relationship (see Note 19), were redeemed without any material impact on profit or loss. In 2012, $201 million of these notes were redeemed and a foreign currency gain of €1 million was realized. This amount, and corresponding effects on interest, was offset by reclassification adjustments from OCI to profit or loss relating to the hedging instrument (€2 million loss). Additionally, a loss of €2 million was recycled from OCI to profit or loss in 2012 following the tender of the senior notes in December 2012 (see Note 18.1) and the termination of hedge accounting.

Other finance costs mainly contain commitment fees for credit lines and the unwinding of discount of other provisions. In 2014, Delhaize Group recognized €2 million accelerated amortization costs related to termination of the old revolving credit facility (see Note 18.2). In 2012, this caption included €17 million net debt refinancing transactions costs (see Note 18.1) consisting of (i) net loss on debt repurchases of €14 million (€36 million of agreed early repayment premiums partly offset by fair value gains of €22 million on the related notes), and (ii) settlement of the underlying cross-currency interest swaps (€3 million).

Borrowing costs attributable to the construction or production of qualifying assets were capitalized using an average interest rate of 5.4%, 5.5% and 5.6% in 2014, 2013 and 2012, respectively.

F-88

29.2 Income from Investments

(in millions of €)	Note		2014			2013		2012
Interest and dividend income from bank deposits and securities				11			9		5
Gains on disposal of securities				—			—		6
Foreign currency gains on financial assets		30		28			—		3
Fair value gains (losses) on currency swaps and foreign exchange forward contracts				(26	)		—		—
Other investing income				3			—		2
Total				16			9		16

In 2014, Delhaize Group recognized foreign currency gains on financial assets in connection with intercompany financing in USD, which were economically hedged by external cross currency swaps (see Note 19).

No impairment losses on financial assets were incurred during 2014 (none in 2013 and none in 2012).

30. NET FOREIGN EXCHANGE LOSSES (GAINS)

The exchange differences charged (credited) to the income statement, excluding the impact of hedge accounting and economic hedges, were as follows:

(in millions of €)	Note		2014			2013		2012
Cost of sales				—			—		1
Selling, general and administrative expenses				1			—		(2	)
Finance costs		29.1		22			14		12
Income from investments		29.2		(28	)		—		(3	)
Total				(5	)		14		8

31. EARNINGS PER SHARE (“EPS”)

Basic earnings per share is calculated by dividing the profit attributable to equity holders of the Group’s parent entity by the weighted average number of ordinary shares outstanding during the year, excluding ordinary shares bought by the Group and held as treasury shares (see Note 16).

Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all potential dilutive ordinary shares. The Group only has dilutive potential share-based awards (see Note 21.3). Dilutive share-based awards are assumed to have been exercised, and the assumed proceeds from these instruments are regarded as having been received from the issue of ordinary shares at the average market price of ordinary shares during the period. The difference between the number of ordinary shares issued and the number of ordinary shares that would have been issued at the average market price of ordinary shares during the period is treated as an issue of ordinary shares for no consideration.

Approximately 2 581 424, 3 982 153, 4 581 153 shares attributable to the exercise of outstanding stock options and warrants were excluded from the calculation of diluted earnings per share for 2014, 2013 and 2012, respectively, as their effect was anti-dilutive because their average exercise price was higher than the average market price during the year.

F-89

Basic and diluted earnings per share for 2014, 2013 and 2012 were as follows:

(in millions of €, except numbers of shares and earnings per share)	2014			2013			2012
Net profit from continuing operations		189			272			297
Net profit (loss) from continuing operations attributable to non-controlling interests		1			3			(2	)
Group share in net profit from continuing operations for basic and diluted earnings		188			269			299
Result from discontinued operations, net of tax		(99	)		(90	)		(194	)
Group share in net profit for basic and diluted earnings		89			179			105
Weighted average number of ordinary shares outstanding		101 434 118			101 029 095			100 777 257
Adjusted for dilutive effect of share-based awards		502 669			537 646			356 326
Weighted average number of diluted ordinary shares outstanding		101 936 787			101 566 741			101 133 583
Basic earnings per ordinary share (in €):
From continuing operations		1.85			2.65			2.96
From discontinued operations		(0.97	)		(0.89	)		(1.92	)
Basic EPS attributable to the equity holders of the Group		0.88			1.77			1.04
Diluted earnings per ordinary share (in €):
From continuing operations		1.84			2.64			2.95
From discontinued operations		(0.97	)		(0.88	)		(1.91	)
Diluted EPS attributable to the equity holders of the Group		0.87			1.76			1.04

32. RELATED PARTY TRANSACTIONS

Several of the Group’s subsidiaries provide post-employment benefit plans for the benefit of employees of the Group. Payments made to these plans and receivables from and payables to these plans are disclosed in Note 21.

Compensation of members of the Board of Directors

The individual Directors’ remuneration granted for the fiscal years 2014, 2013 and 2012 is set forth in the “Corporate Governance” section of this annual report. The total gross remuneration of Directors, before deduction of withholding taxes, is as follows:

(in thousands of €)	2014		2013		2012
Total remuneration non-executive Directors		1 121		985		998
Executive Director
Pierre-Olivier Beckers-Vieujant (1)		—		80		80
Total		1 121		1 065		1 078

⁽¹⁾  The amounts solely relate to his remuneration as Executive Director and do not include his compensation as CEO. His director remuneration for 2014 is included in the total remuneration for non-executive directors.

Compensation of members of the Executive Committee

The table below sets forth the number of performance and restricted stock unit awards, stock options and warrants granted by the Group during 2014, 2013 and 2012 to its Executive Committee. For more details on the share-based incentive plans, see Note 21.3.

	2014		2013		2012
Performance stock unit awards (1)		89 850		32 359		—
Restricted stock unit awards		—		—		62 349
Stock options and warrants		—		280 974		527 737

⁽¹⁾  Performance stock unit awards, expressed in Delhaize Group shares, include 44 207 units awarded in the U.S. and 45 643 in Europe.

F-90

For information regarding the number of performance and restricted stock unit awards, stock options and warrants granted as well as the compensation effectively paid (for services provided in all capacities to the Group) during the respective years to the Chief Executive Officers and the other members of the Executive Committee, we refer to the Remuneration Report included in the “Corporate Governance Statement” of this annual report.

The aggregate compensation for the members of Executive Committee recognized in the income statement is summarized hereafter.

Amounts are gross before deduction of withholding taxes and social security contributions due by the employees and include social security contributions due by the Company. They do not include the compensation of the former CEO as director of the Company that is separately disclosed above.

In 2014, the aggregate compensation includes the pro-rata share of compensation and termination benefits for two members of the Executive Committee who left the Company in 2014, and the pro-rata share of compensation for one new Executive Committee member who joined the Executive Committee in 2014 and subsequently left the company also in 2014.

In 2013, the aggregate compensation includes termination benefits for the former CEO who left the company at the end of 2013, the pro-rata share of compensation and termination benefits for three other members of the Executive Committee who left the Company in 2013, and the pro-rata share of compensation of the new CEO and one new Executive Committee member, who joined the Company in 2013.

In 2012, the aggregate compensation includes the pro-rata share of compensation of two members of the Executive Committee who joined the company in 2012, and the pro-rata share of compensation of one member of the Executive Committee who left the company, as well as his termination benefits.

(in millions of €)	2014		2013		2012
Short-term benefits (1)		8		9		8
Retirement and post-employment benefits (2)		1		1		1
Other long-term benefits (3)		—		1		1
Termination benefits		4		17		1
Share-based compensation		2		3		3
Total compensation expense recognized in the income statement		15		31		14

⁽¹⁾  Short-term benefits include base salary and other short-term benefits, the annual bonus payable during the subsequent year for performance achieved during the respective years and the portion recognized in 2013 and 2014 of retention bonuses granted in 2013 and paid in 2014 to certain members of the Executive Committee.

⁽²⁾  The members of the Executive Committee benefit from corporate pension plans, which vary regionally (see Note 21.1). Amounts represent the employer contributions for defined contribution plans and the employer service cost for defined benefit plans.

⁽³⁾  Other long-term benefits include the performance cash component of the Long-Term Incentive Plan that was established in 2003. The grants of the performance cash component provide for cash payments to the grant recipients at the end of a three-year performance period based upon achievement of clearly defined targets. Amounts represent the expense recognized by the Group during the respective years, as estimated based on realized and projected performance. Estimates are adjusted every year and when payment occurs.

Upon his resignation in 2013, Roland Smith, who was a member of the Executive Committee until September 4, 2013, exercised 300 000 warrants and the vesting of his restricted stock units (40 000) was accelerated. He subsequently sold 320 360 shares to Delhaize Group.

33. COMMITMENTS

Purchase obligations include agreements to purchase goods or services that are enforceable and legally binding on the Group and that specify all significant terms including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction. Agreements that can be cancelled within 30 days of the reporting date without penalty are excluded.

F-91

As of December 31, 2014, purchase obligations were €156 million (2013: €155 million and 2012: €164 million), of which €38 million related to the acquisition of predominantly property, plant and equipment and for an insignificant amount intangible assets.

Commitments related to lease obligations are disclosed in Note 18.3.

34. CONTINGENCIES AND FINANCIAL GUARANTEES

Delhaize Group is from time to time involved in legal actions in the ordinary course of its business. Delhaize Group is not aware of any pending or threatened litigation, arbitration or administrative proceedings (individually or in the aggregate) that is likely to have a material adverse effect on its business or consolidated financial statements. Any litigation, however, involves risk and potentially significant litigation costs and therefore Delhaize Group cannot give any assurance that any currently pending litigation or litigation which may arise in the future will not have a material adverse effect on our business or consolidated financial statements.

The Group continues to be subject to tax audits in jurisdictions where we conduct business. Although some audits have been completed during 2014, 2013 and 2012, Delhaize Group expects continued audit activity in 2015. While the ultimate outcome of tax audits is not certain, the Group has considered the merits of its filing positions in its overall evaluation of potential tax liabilities and believes it has adequate liabilities recorded in its consolidated financial statements for exposures on these matters. Based on its evaluation of the potential tax liabilities and the merits of our filing positions, it is unlikely that potential tax exposures over and above the amounts currently recorded as liabilities in its consolidated financial statements will be material to its financial condition or future results of operations.

Delhaize Group is from time to time subject to investigations or inquiries by the competition authorities related to potential violations of competition laws in jurisdictions where we conduct business.

In this context, in 2007, representatives of the Belgian Competition Authority visited Delhaize Belgium’s procurement department in Zellik, Belgium, and requested the provision of certain documents. This visit was part of a national investigation affecting several companies active in Belgium in the supply and retail sale of health and beauty products and other household goods. In 2012, the Auditor to the Belgian Competition Authority issued its investigation report. The investigation involves 11 suppliers and 7 retailers, including Delhaize Belgium, alleging coordination of price increases for certain health and beauty products sold in Belgium from 2002 to 2007. In 2013, Delhaize Belgium and other retailers lodged an appeal against the decision of the Auditor to utilize certain documents seized during the visits to Zellik and other companies’ facilities. The decision of the Court of Appeal of Brussels is pending. According to Belgian legislation, fines for competition law infringements are calculated on the revenues of the products affected by the alleged infringement in the last full year of the alleged coordination activities, capped at 10% of the Group’s annual Belgian revenues in the year preceding the decision of the Competition Authority. There are many variables and uncertainties associated with the application of the relevant legislation to the facts and circumstances of this investigation, regardless of the outcome of the procedural appeal pending before the Court of Appeal. A decision on the merits of the matter by the Authority would likely not occur before the end of 2015, and, under current Belgian legislation, the parties have the right to appeal an adverse decision of the Authority in court. Consequently, the Group currently does not have sufficient information available to make a reliable estimate of any possible financial impact or the timing thereof.

In a shareholders’ matter related to the Group’s wholly-owned subsidiary in Greece, Delhaize Group was notified in 2011 that some former shareholders of Alfa Beta Vassilopoulos S.A., who together held 7% of Alfa Beta shares, have filed a claim in front of the Court of First Instance of Athens challenging the price paid by the Group during the squeeze-out process that was approved by the Hellenic Capital Markets Commission. Delhaize Group believes that the squeeze-out transaction has been executed and completed in compliance with all legal and regulatory requirements. Delhaize Group continues to assess the merits and any potential exposure of this claim and to vigorously defend itself. The first hearing took place in 2013 and the Court of First Instance of Athens appointed a financial expert to assist the Court in assessing the value of the Alfa Beta shares when the squeeze-out was launched. A decision on the merits of the matter by the Court of First Instance of Athens is not expected to occur before 2016, and the parties have the right to appeal an adverse decision of such Court.

Following the closing of Delhaize Group’s agreed sales of Sweetbay, Harveys and Reid’s and the planned sale of Bottom Dollar Food, Delhaize Group provides guarantees for a number of existing operating or finance lease contracts, which extend through 2037. In the event of a future default of the buyer, Delhaize Group will be obligated under the terms of the contract to the landlords.

F-92

The schedule below provides the future minimum lease payments over the non-cancellable lease term of the guaranteed leases, excluding other direct costs such as common area maintenance expenses and real estate taxes, as of December 31, 2014. Currently, the Group does not expect to be required to pay any amounts under these guarantees.

(in millions of €)	2015			2016			2017			2018			2019			Thereafter			Total
Finance leases
Future minimum lease payments		14			14			14			14			14			120			190
Less amount representing interest		(10	)		(10	)		(10	)		(9	)		(9	)		(47	)		(95	)
Present value of minimum lease payments		4			4			4			5			5			73			95
Operating leases
Future minimum lease payments (for non-cancellable leases)		20			20			19			17			15			109			200

In addition, at December 31, 2014, Delhaize Group issued other financial guarantees for a total amount of €2 million.

35. SUBSEQUENT EVENTS

In February 2015, we issued 266,852 new shares for a consideration of €19 million to satisfy the exercise of warrants.

During the first quarter of 2015, we completed a tender offer for cash and purchased (i) $278 million on the 6.50% bonds due 2017 at a price of 111.66% and (ii) $170 million on the 4.125% senior notes due 2019 at a price of 107.07%. During 2015, this transaction results in a one-time charge to profit and loss of approximately €40 million. Existing hedge relationships relating to these notes, if any, were adjusted prospectively.

F-93

36. LIST OF CONSOLIDATED COMPANIES AND JOINT VENTURES

36.1 Fully Consolidated

		Ownership interest in %
		2014		2013		2012
Alfa Beta Vassilopoulos S.A.	81, Spaton Avenue, Gerakas, Athens, Greece		100.0		100.0		100.0
Alliance Wholesale Solutions, LLC(2)	145 Pleasant Hill Road, Scarborough, ME 04074, U.S.A		—		100.0		100.0
Anadrasis S.A.	81, Spaton Avenue, Gerakas, Athens, Greece		—		—		100.0
Aniserco SA	Rue Osseghemstraat 53, 1080 Brussels, Belgium		100.0		100.0		100.0
Athenian Real Estate Development, Inc.	145 Pleasant Hill Road, Scarborough, ME 04074, U.S.A.		—		—		100.0
ATTM Consulting and Commercial, Ltd.	Kyriakou Matsi, 16 Eagle House, 10th floor, Agioi Omologites, P.C. 1082, Nicosia, Cyprus		—		—		100.0
Boney Wilson & Sons, Inc.	145 Pleasant Hill Road, Scarborough, ME 04074, U.S.A.		100.0		100.0		100.0
Bottom Dollar Food Holding, LLC	2110 Executive Drive, Salisbury, NC 28147, U.S.A.		—		—		100.0
Bottom Dollar Food Northeast, LLC	2110 Executive Drive, Salisbury, NC 28147, U.S.A.		100.0		100.0		100.0
Bottom Dollar Food Southeast, LLC	2110 Executive Drive, Salisbury, NC 28147, U.S.A.		—		—		100.0
Centar za obuchenie i prekvalifikacija EOOD(3)	Bitolya 1A str, Varna, Bulgaria		—		100.0		100.0
C Market a.d. Beograd	Jurija Gagarina Street, 14, 11 070 Novi Beograd, Serbia		75.5		75.4		75.4
Delhaize Albania SHPK	Autostrada Tiranë – Durrës, Km. 7, Kashar, Albania		—		—		100.0
Delhaize America Distribution, LLC	2110 Executive Drive, Salisbury, NC 28147, U.S.A.		100.0		100.0		—
Delhaize America, LLC	2110 Executive Drive, Salisbury, NC 28147, U.S.A.		100.0		100.0		100.0
Delhaize America Shared Services Group, LLC	2110 Executive Drive, Salisbury, NC 28147, U.S.A.		100.0		100.0		100.0
Delhaize America Supply Chain Services, Inc.	2110 Executive Drive, Salisbury, NC 28147, U.S.A.		100.0		100.0		—
Delhaize America Transportation, LLC (previously Hannaford Trucking Company)	145 Pleasant Hill Road, Scarborough, ME 04074, U.S.A.		100.0		100.0		100.0
Delhaize BH d.o.o. Banja Luka(3)	Branka Popovića 115, 78000 Banja Luka, Bosnia and Herzegovina		—		100.0		100.0
Delhaize Digital Services Ltd(4)	10-18 Union Street, SE1 1SZ London, United Kingdom		100.0		—		—
Delhaize Distribution Luxembourg S.A.	Rue d’Olm 51, 8281 Kehlen, Grand Duchy of Luxembourg		100.0		100.0		100.0
Delhaize Finance B.V.(1)	Martinus Nijhofflaan 2, 2624 ES Delft, The Netherlands		—		100.0		100.0
Delhaize Griffin SA	Square Marie Curie 40, 1070 Brussels, Belgium		100.0		100.0		100.0
Delhaize Insurance Company, Inc.	76 St. Paul Street, Suite 500, Burlington, VT 05401-4477, U.S.A.		100.0		100.0		100.0
Delhaize Luxembourg S.A.	Rue d’Olm 51, 8281 Kehlen, Grand Duchy of Luxembourg		100.0		100.0		100.0

F-94

		Ownership interest in %
		2014		2013		2012
Delhaize Montenegro d.o.o. Podgorica	Josipa Broza Tita 23a, 81 000 Podgorica, Montenegro		—		—		100.0
Delhaize Serbia d.o.o. Beograd	Jurija Gagarina Street, 14, 11 070 Novi Beograd, Serbia		100.0		100.0		100.0
Delhaize The Lion America, LLC	2110 Executive Drive, Salisbury, NC 28147, U.S.A.		100.0		100.0		100.0
Delhaize The Lion Coordination Center S.A.	Rue Osseghemstraat 53, 1080 Brussels, Belgium		100.0		100.0		100.0
Delhaize “The Lion” Nederland B.V.	Martinus Nijhofflaan 2, 2624 ES Delft, The Netherlands		100.0		100.0		100.0
Delhaize US Holding, Inc.	2110 Executive Drive, Salisbury, NC 28147, U.S.A.		100.0		100.0		100.0
Delhome SA	Bld de l’Humanité 219/221, 1620 Drogenbos, Belgium		100.0		100.0		100.0
Delimmo SA	Rue Osseghemstraat 53, 1080 Brussels, Belgium		100.0		100.0		100.0
Delzon NV (previously Van Esch NV)(4)	Rue Osseghemstraat 53, 1080 Brussels, Belgium		100.0		—		—
Difraco BVBA(4)	Rue Osseghemstraat 53, 1080 Brussels, Belgium		100.0		—		—
Dofalex SCSA(1)	Rue Osseghemstraat 53, 1080 Brussels, Belgium		—		100.0		—
DZA Brands, LLC	2110 Executive Drive, Salisbury, NC 28147, U.S.A.		100.0		100.0		100.0
Ela d.o.o. Kotor	Trg od oruzja bb, Kotor, Montenegro		—		—		100.0
FL Food Lion, LLC	2110 Executive Drive, Salisbury, NC 28147, U.S.A.		—		—		100.0
Food Lion, LLC	2110 Executive Drive, Salisbury, NC 28147, U.S.A		100.0		100.0		100.0
Fourth Retained Subsidiary, LLC(3)	2110 Executive Drive, Salisbury, NC 28147, U.S.A.		—		100.0		—
Guiding Stars Licensing Company	145 Pleasant Hill Road, Scarborough, ME 04074, U.S.A.		100.0		100.0		100.0
Hannaford Bros. Co., LLC	145 Pleasant Hill Road, Scarborough, ME 04074, U.S.A.		100.0		100.0		100.0
Hannaford Energy, LLC	145 Pleasant Hill Road, Scarborough, ME 04074, U.S.A.		100.0		100.0		100.0
Hannaford Licensing Corp.	145 Pleasant Hill Road, Scarborough, ME 04074, U.S.A.		—		—		100.0
Hannbro Company	145 Pleasant Hill Road, Scarborough, ME 04074, U.S.A.		—		—		100.0
Harvey’s Stamping Company, LLC(2)	2110 Executive Drive, Salisbury, NC 28187, U.S.A.		—		100.0		100.0
Holding and Food Trading Company Single Partner LLC(1)	81, Spaton Avenue, Gerakas, Athens, Greece		—		100.0		100.0
Holding and Food Trading Company Single Partner LLC & Co Ltd Partnership(1)	81, Spaton Avenue, Gerakas, Athens, Greece		—		100.0		100.0
I-Del Retail Holdings, Ltd.	70 Sir John Rogerson’s Quay, Dublin 2, Ireland		100.0		100.0		100.0
J.H. Harveys Co., LLC(1)	727 South Davis Street, Nashville, GA 31639, U.S.A		—		100.0		100.0
Kash n’ Karry Food Stores, LLC(1)	3801 Sugar Palm Drive, Tampa, FL 33619, U.S.A.		—		100.0		100.0
Kingo NV	Rue Osseghemstraat 53, 1080 Brussels, Belgium		100.0		100.0		100.0
Leoburg NV	Rue Osseghemstraat 53, 1080 Brussels, Belgium		100.0		100.0		100.0
Liberval SA	Rue Osseghemstraat 53, 1080 Brussels, Belgium		—		—		100.0
Lion Lux Finance S.à r.l.	Rue d’Olm 51, 8281 Kehlen, Grand-Duchy of Luxembourg		100.0		100.0		100.0
Lion Real Estate Albania SHPK	Autostrada Tiranë – Durrës, Km. 7, Kashar, Albania		100.0		100.0		100.0

F-95

		Ownership interest in %
		2014		2013		2012
Lion Retail Holding S.à r.l.	Rue d’Olm 51, Z.I., 8281 Kehlen, Grand-Duchy of Luxembourg		100.0		100.0		100.0
Lithia Springs Holdings, LLC	P.O. Box 517, Ochlocknee, GA 31773, U.S.A.		60.0		60.0		60.0
Marietta Retail Holdings, LLC	3735 Beam Rd, Unit B, Charlotte, NC 28217, U.S.A.		0.0		0.0		0.0
Marion Real Estate Investments, LLC	2110 Executive Drive, Salisbury, NC 28147, U.S.A.		100.0		100.0		100.0
Martin’s Foods of South Burlington, LLC	145 Pleasant Hill Road, Scarborough, ME 04074, U.S.A.		100.0		100.0		100.0
MC Portland, LLC	145 Pleasant Hill Road, Scarborough, ME 04074, U.S.A.		100.0		100.0		100.0
Mega Doi S.R.L.	39-49 Nicolae Titulescu Avenue, 1st district, Bucharest, Romania		—		—		99.2
Mega Image S.R.L.	95 Siret Street, 1st district, Bucharest, Romania		100.0		100.0		100.0
Molmart NV	Rue Osseghemstraat 53, 1080 Brussels, Belgium		—		—		100.0
Morrills Corner, LLC	145 Pleasant Hill Road, Scarborough, ME 04074, U.S.A.		100.0		100.0		100.0
Oxon Run Inc.	2110 Executive Drive, Salisbury, NC 28147, U.S.A.		75.0		75.0		75.0
Piccadilly AD(3)	Istoria Slavyanobulgarska Street 21A, 1220 Sofia, Bulgaria		—		100.0		100.0
Points Plus Punten SA	Rue Osseghemstraat 53, 1080 Brussels, Belgium		100.0		100.0		100.0
Progressive Distributors, Inc.(5)	145 Pleasant Hill Road, Scarborough, ME 04074, U.S.A.		100.0		100.0		100.0
Redelcover S.A.	Rue de Merl 74, 2146 Luxembourg, Grand Duchy of Luxembourg		100.0		100.0		100.0
Retained Subsidiary One, LLC	2110 Executive Drive, Salisbury, NC 28147, U.S.A.		100.0		100.0		—
Risk Management Services, Inc.	2110 Executive Drive, Salisbury, NC 28147, U.S.A.		100.0		100.0		100.0
Second Retained Subsidiary, LLC(3)	2110 Executive Drive, Salisbury, NC 28147, U.S.A.		—		100.0		—
Serdelco S.A.S.	Parc des Moulins, Avenue de la Créativité 4, 59650 Villeneuve d’Ascq, France		100.0		100.0		100.0
Sinking Spring Retail Holdings, LLC	3735 Beam Rd, Unit B, Charlotte, NC 28217, U.S.A.		—		0.0		0.0
Smart Food Shopping SA	Chaussée de Wavre 42A, 5030 Gembloux, Belgium		100.0		100.0		100.0
SS Morrills, LLC	145 Pleasant Hill Road, Scarborough, ME 04074, U.S.A.		100.0		100.0		100.0
Summit Commons Retail Holdings, LLC	3735 Beam Rd, Unit B, Charlotte, NC 28217, U.S.A.		0.0		0.0		0.0
Superb Beverage Inc.	2110 Executive Drive, Salisbury, NC 28147, U.S.A.		0.0		0.0		0.0
The Pride Reinsurance Company, Ltd.	The Metropolitan Building, 3rd Floor, James Joyce Street, Dublin 1, Ireland		100.0		100.0		100.0
Third Retained Subsidiary, LLC(3)	2110 Executive Drive, Salisbury, NC 28147, U.S.A.		—		100.0		—
TP Srbija a.d. Kragujevac	Crvenog barjaka bb, 34000 Kragujevac, Serbia		100.0		100.0		100.0
TP Stadel d.o.o. Kragujevac(1)	Crvenog barjaka bb, 34000 Kragujevac, Serbia		—		100.0		100.0
Vadec NV(4)	Rue Osseghem 53, 1080 Brussels, Belgium		100.0		—		—
Victory Distributors, LLC	145 Pleasant Hill Road, Scarborough, ME 04074, U.S.A.		100.0		100.0		100.0
Zvezdara a.d. Beograd	Živka Davidovića 64, Beograd, Serbia		68.2		68.2		68.2

⁽¹⁾  Merged into a group company during 2014.

⁽²⁾  Liquidated in 2014.

⁽³⁾  Sold in 2014.

⁽⁴⁾  Newly created or acquired company during 2014.

⁽⁵⁾  Merged into a group company during 2015.

F-96

36.2 Joint Venture

		Ownership Interest in %
		2014		2013		2012
P.T. Lion Super Indo, LLC	Menara Bidakara 2, 19th Floor Jl. Jend. Gatot Soebroto Kav. 71-73 Pancoran, Jakarta Selatan 12870, Indonesia		51.0		51.0		51.0

Super Indo is accounted for as a joint venture applying the “equity method”, as Delhaize Group shares control with another party (see Note 2.3). The table below reflects summarized IFRS financial information of Super Indo (stand alone), adjusted for differences in accounting policies between the Group and Super Indo:

	December 31,
(in millions of €)	2014		2013			2012
Balance Sheet
Non-current assets		45		33			38
Current assets		64		57			54
Non-current liabilities		4		2			2
Current liabilities		45		41			35
Net Assets		60		47			55
Group’s carrying amount of the investment		30		24			28
Statement of Comprehensive Income
Profit before taxes and discontinued operations		9		8			9
Net profit from continuing operations		8		7			7
Other comprehensive income		5		(14	)		(4	)
Total comprehensive income		13		(7	)		3

F-97

37. Guarantor Subsidiaries

Delhaize Group SA (the “Parent Company”) is party to a Cross Guarantee Agreement, dated as of May 21, 2007 (the “Cross Guarantee Agreement”), with Delhaize America, a wholly-owned subsidiary of the Parent Company, and substantially all of our other U.S. subsidiaries, under which each company party to the agreement guarantees fully and unconditionally, jointly and severally Parent Company existing financial indebtedness, Delhaize America existing financial indebtedness, specific financial indebtedness of two European subsidiaries of the Parent Company (i.e., Delhaize The Lion Coordination Center SA/NV and Delhaize “The Lion” Nederland B.V.) and all future unsubordinated financial indebtedness of each party to the agreement from the date such party joined the agreement. The following condensed consolidating financial information presents the results of the Parent Company, the Guarantor Subsidiaries, the Non-Guarantor Subsidiaries and the eliminations to arrive at Delhaize Group financial information on a consolidated basis as of December 31, 2014, 2013 and 2012 and for the years then ended. The principal elimination entries eliminate investments in subsidiaries and inter-company balances and transactions. As of the date of filing this Annual Report on Form 20-F the parties to the Cross Guarantee Agreement are Delhaize Group, Delhaize US Holding, Inc., Delhaize America, Food Lion, LLC, Hannaford Bros. Co., LLC, Risk Management Services, Inc., Martin’s Foods of South Burlington, LLC, Boney Wilson & Sons, Inc., Victory Distributors, LLC, Bottom Dollar Food Northeast, LLC, Delhaize America Shared Services Group, LLC, Retained Subsidiary One, LLC, Delhaize America Distribution, LLC, DZA Brands, LLC, Delhaize America Transportation, LLC (f/k/a Hannaford Trucking Company), Delhaize America Supply Chain Services, Inc.

CONSOLIDATED INCOME STATEMENT AND COMPREHENSIVE INCOME FOR 2014

(in millions of €)	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Elimination			Consolidated
Revenues		4 697			13 360			3 491			(187	)		21 361
Cost of sales		(3 844	)		(9 898	)		(2 667	)		187			(16 222	)
Gross profit		853			3 462			824			—			5 139
Other operating income		29			57			108			(75	)		119
Selling, general and administrative expenses		(827	)		(2 977	)		(774	)		75			(4 503	)
Other operating expenses		(145	)		(17	)		(170	)		—			(332	)
Operating profit		(90	)		525			(12	)		—			423
Finance costs		(201	)		(247	)		106			154			(188	)
Income from investments		2			93			254			(333	)		16
Share of results of joint venture equity accounted		—			—			4			—			4
Share of result of subsidiaries		285			—			—			(285	)		—
Profit before taxes and discontinued operations		(4	)		371			352			(464	)		255
Income tax expense		93			(90	)		(69	)		—			(66	)
Net profit from continuing operations		89			281			283			(464	)		189
Result from discontinued operations (net of tax)		—			(76	)		(23	)		—			(99	)
Net profit		89			205			260			(464	)		90
Net profit (loss) attributable to non-controlling interests		—			—			1			—			1
Net profit attributable to equity holders of the Group (Group share in net profit)		89			205			259			(464	)		89
Other comprehensive income		2			176			243			—			421
Total comprehensive income		91			381			503			(464	)		511

F-98

CONSOLIDATED INCOME STATEMENT AND COMPREHENSIVE INCOME FOR 2013

(in millions of €)	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Elimination			Consolidated
Revenues		4 870			12 536			3 365			(178	)		20 593
Cost of sales		(3 917	)		(9 259	)		(2 581	)		178			(15 579	)
Gross profit		953			3 277			784			—			5 014
Other operating income		34			56			117			(80	)		127
Selling, general and administrative expenses		(852	)		(2 838	)		(737	)		80			(4 347	)
Other operating expenses		(17	)		(42	)		(198	)		—			(257	)
Operating profit		118			453			(34	)		—			537
Finance costs		(172	)		(255	)		(36	)		270			(193	)
Income from investments		3			45			320			(359	)		9
Share of results of joint venture equity accounted		—			—			4			—			4
Share of result of subsidiaries		217			—			—			(217	)		—
Profit before taxes and discontinued operations		166			243			254			(306	)		357
Income tax expense		13			(55	)		(43	)		—			(85	)
Net profit from continuing operations		179			188			211			(306	)		272
Result from discontinued operations (net of tax)		—			(49	)		(41	)		—			(90	)
Net profit		179			139			170			(306	)		182
Net profit (loss) attributable to non-controlling interests		—			—			3			—			3
Net profit attributable to equity holders of the Group (Group share in net profit)		179			139			167			(306	)		179
Other comprehensive income		10			(70	)		(109	)		—			(169	)
Total comprehensive income		189			69			61			(306	)		13

F-99

CONSOLIDATED INCOME STATEMENT AND COMPREHENSIVE INCOME FOR 2012

(in millions of €)	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Elimination			Consolidated
Revenues		4 725			12 767			3 183			(161	)		20 514
Cost of sales		(3 792	)		(9 404	)		(2 451	)		161			(15 486	)
Gross profit		933			3 363			732			—			5 028
Other operating income		30			57			115			(88	)		114
Selling, general and administrative expenses		(803	)		(2 870	)		(707	)		88			(4 292	)
Other operating expenses		(13	)		(146	)		(117	)		—			(276	)
Operating profit		147			404			23			—			574
Finance costs		(250	)		(241	)		(34	)		283			(242	)
Income from investments		6			64			357			(411	)		16
Share of results of joint venture equity accounted		—			—			4			—			4
Share of result of subsidiaries		182			—			—			(182	)		—
Profit before taxes and discontinued operations		85			227			350			(310	)		352
Income tax expense		20			(22	)		(53	)		—			(55	)
Net profit from continuing operations		105			205			297			(310	)		297
Result from discontinued operations (net of tax)		—			(50	)		(144	)		—			(194	)
Net profit		105			155			153			(310	)		103
Net profit (loss) attributable to non-controlling interests		—			—			(2	)		—			(2	)
Net profit attributable to equity holders of the Group (Group share in net profit)		105			155			155			(310	)		105
Other comprehensive income		(8	)		(19	)		(128	)		—			(155	)
Total comprehensive income		97			136			25			(310	)		(52	)

F-100

CONSOLIDATED BALANCE SHEET AT DECEMBER 31, 2014

(in millions of €)	Parent		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Elimination			Consolidated
Goodwill		157		2 670		320		—			3 147
Intangible assets		137		541		85		—			763
Property, plant and equipment		613		2 120		1 282		—			4 015
Investment property		—		67		17		—			84
Investment in subsidiaries		8 741		8 715		2 124		(19 580	)		—
Investments accounted for using equity method		—		—		30		—			30
Investment in securities		—		8		—		—			8
Other financial assets		—		3		4 440		(4 422	)		21
Deferred tax assets		—		—		46		—			46
Derivative instruments		107		—		—		(98	)		9
Other non-current assets		17		23		12		(3	)		49
Total non-current assets		9 772		14 147		8 356		(24 103	)		8 172
Inventories		195		952		252		—			1 399
Receivables		448		94		136		(55	)		623
Income tax receivables		1		—		2		—			3
Investment in securities		—		—		149		—			149
Other financial assets		188		—		613		(783	)		18
Derivative instruments		—		—		2		—			2
Prepaid expenses		24		40		8		—			72
Other current assets		2		19		53		(45	)		29
Cash and cash equivalents		48		326		1 524		(298	)		1 600
Assets classified as held for sale		—		57		3		—			60
Total current assets		906		1 488		2 742		(1 181	)		3 955
Total assets		10 678		15 635		11 098		(25 284	)		12 127
Shareholders’ equity		5 447		10 084		9 496		(19 580	)		5 447
Non-controlling interests		—		—		6		—			6
Total equity		5 447		10 084		9 502		(19 580	)		5 453
Long-term debt		3 202		3 421		—		(4 422	)		2 201
Obligations under finance lease		51		388		39		(3	)		475
Deferred tax liabilities		8		252		42		—			302
Derivative instruments		—		—		124		(98	)		26
Provisions		100		164		168		—			432
Other non-current liabilities		6		40		12		—			58
Total non-current liabilities		3 367		4 265		385		(4 523	)		3 494
Short-term borrowings		445		—		187		(632	)		—
Long-term debt - current		150		1		—		(150	)		1
Obligations under finance lease - current		12		58		—		(1	)		69
Bank overdrafts		173		—		125		(298	)		—
Provisions		83		65		40		—			188
Income taxes payable		3		42		32		—			77
Accounts payable		763		680		724		(55	)		2 112
Accrued expenses		208		276		70		(29	)		525
Other current liabilities		27		124		33		(16	)		168
Total current liabilities		1 864		1 246		1 211		(1 181	)		3 140
Liabilities associated with assets classified as held for sale		—		40		—		—			40
Total liabilities		5 231		5 552		1 596		(5 705	)		6 674
Total liabilities and equity		10 678		15 635		11 098		(25 284	)		12 127

F-101

CONSOLIDATED BALANCE SHEET AT DECEMBER 31, 2013

(in millions of €)	Parent		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Elimination			Consolidated
Goodwill		157		2 349		453		—			2 959
Intangible assets		127		494		111		—			732
Property, plant and equipment		610		2 129		1 234		—			3 973
Investment property		—		78		22		—			100
Investment in subsidiaries		8 422		8 044		2 291		(18 757	)		—
Investments accounted for using equity method		—		—		24		—			24
Investment in securities		—		8		—		—			8
Other financial assets		1		4		3 946		(3 930	)		21
Deferred tax assets		—		—		71		—			71
Derivative instruments		57		—		10		(66	)		1
Other non-current assets		14		19		12		(4	)		41
Total non-current assets		9 388		13 125		8 174		(22 757	)		7 930
Inventories		192		910		251		—			1 353
Receivables		431		107		134		(54	)		618
Income tax receivables		1		—		3		—			4
Investment in securities		—		—		126		—			126
Other financial assets		200		—		1 194		(1 369	)		25
Derivative instruments		—		40		—		—			40
Prepaid expenses		29		32		9		—			70
Other current assets		3		20		58		(52	)		29
Cash and cash equivalents		53		395		1 153		(452	)		1 149
Assets classified as held for sale		—		247		3		—			250
Total current assets		909		1 751		2 931		(1 927	)		3 664
Total assets		10 297		14 876		11 105		(24 684	)		11 594
Shareholders’ equity		5 068		9 439		9 318		(18 757	)		5 068
Non-controlling interests		—		—		5		—			5
Total equity		5 068		9 439		9 323		(18 757	)		5 073
Long-term debt		3 171		2 770		—		(3 930	)		2 011
Obligations under finance lease		48		422		30		(4	)		496
Deferred tax liabilities		98		299		46		—			443
Derivative instruments		18		—		56		(66	)		8
Provisions		49		161		145		—			355
Other non-current liabilities		5		38		21		—			64
Total non-current liabilities		3 389		3 690		298		(4 000	)		3 377
Short-term borrowings		448		—		200		(648	)		—
Long-term debt - current		434		514		—		(720	)		228
Obligations under finance lease - current		10		49		1		(1	)		59
Bank overdrafts		—		4		452		(452	)		4
Derivative instruments		2		—		1		—			3
Provisions		6		50		34		—			90
Income taxes payable		4		16		24		—			44
Accounts payable		672		699		676		(54	)		1 993
Accrued expenses		238		256		69		(37	)		526
Other current liabilities		26		101		27		(15	)		139
Total current liabilities		1 840		1 689		1 484		(1 927	)		3 086
Liabilities associated with assets classified as held for sale		—		58		—		—			58
Total liabilities		5 229		5 437		1 782		(5 927	)		6 521
Total liabilities and equity		10 297		14 876		11 105		(24 684	)		11 594

F-102

CONSOLIDATED BALANCE SHEET AT DECEMBER 31, 2012

(in millions of €)	Parent		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Elimination			Consolidated
Goodwill		157		2 458		574		—			3 189
Intangible assets		118		544		186		—			848
Property, plant and equipment		610		2 510		1 194		—			4 314
Investment property		—		94		22		—			116
Investment in subsidiaries		8 789		8 763		2 267		(19 819	)		—
Investments accounted for using equity method		—		—		28		—			28
Investment in securities		—		11		—		—			11
Other financial assets		1		3		4 668		(4 653	)		19
Deferred tax assets		—		—		89		—			89
Derivative instruments		104		49		—		(92	)		61
Other non-current assets		6		20		30		(6	)		50
Total non-current assets		9 785		14 452		9 058		(24 570	)		8 725
Inventories		190		963		238		—			1 391
Receivables		444		117		136		(65	)		632
Income tax receivables		—		18		3		—			21
Investment in securities		—		—		93		—			93
Other financial assets		237		—		672		(909	)		—
Prepaid expenses		25		32		17		—			74
Other current assets		3		22		68		(52	)		41
Cash and cash equivalents		50		186		913		(229	)		920
Assets classified as held for sale		—		2		16		—			18
Total current assets		949		1 340		2 156		(1 255	)		3 190
Total assets		10 734		15 792		11 214		(25 825	)		11 915
Shareholders’ equity		5 184		10 232		9 587		(19 819	)		5 184
Non-controlling interests		—		—		2		—			2
Total equity		5 184		10 232		9 589		(19 819	)		5 186
Long-term debt		3 563		3 403		—		(4 653	)		2 313
Obligations under finance lease		52		538		27		(5	)		612
Deferred tax liabilities		104		402		60		—			566
Derivative instruments		4		6		92		(92	)		10
Provisions		64		146		165		—			375
Other non-current liabilities		2		41		28		(1	)		70
Total non-current liabilities		3 789		4 536		372		(4 751	)		3 946
Short-term borrowings		375		—		236		(611	)		—
Long-term debt - current		370		1		81		(296	)		156
Obligations under finance lease - current		12		50		2		(2	)		62
Bank overdrafts		78		—		151		(229	)		—
Derivative instruments		4		—		—		—			4
Provisions		—		54		34		—			88
Income taxes payable		5		—		14		—			19
Accounts payable		673		627		634		(65	)		1 869
Accrued expenses		215		189		70		(37	)		437
Other current liabilities		29		103		27		(15	)		144
Total current liabilities		1 761		1 024		1 249		(1 255	)		2 779
Liabilities associated with assets classified as held for sale		—		—		4		—			4
Total liabilities		5 550		5 560		1 625		(6 006	)		6 729
Total liabilities and equity		10 734		15 792		11 214		(25 825	)		11 915

F-103

CONSOLIDATED STATEMENT OF CASH FLOWS FOR 2014

(in millions of €)	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Elimination			Consolidated
Operating activities
Net profit attributable to equity holders of the Group (Group share in net profit)		89			205			259			(464	)		89
Net profit attributable to non-controlling interests		—			—			1			—			1
Adjustment for equity in earnings of subsidiaries		(285	)		—			—			285			—
Adjustments for:
Share of results of joint venture equity accounted		—			—			(4	)		—			(4	)
Depreciation and amortization		123			376			94			—			593
Impairment losses		1			134			171			—			306
Allowance for losses on accounts receivable		5			1			2			—			8
Share–based compensation		3			9			—			—			12
Income taxes		(93	)		42			69			—			18
Finance costs		201			256			(105	)		(154	)		198
Income from investments		(2	)		(102	)		(254	)		333			(25	)
Other non–cash items		6			(7	)		(2	)		—			(3	)
Changes in operating assets and liabilities:
Inventories		(4	)		98			(17	)		—			77
Receivables		(20	)		23			(4	)		(2	)		(3	)
Prepaid expenses and other assets		1			2			(3	)		(1	)		(1	)
Accounts payable		91			(102	)		74			2			65
Accrued expenses and other liabilities		(17	)		15			10			1			9
Provisions		133			(23	)		6			—			116
Interest paid		(156	)		(234	)		(37	)		239			(188	)
Interest received		2			4			246			(239	)		13
Income taxes paid		—			(98	)		(36	)		—			(134	)
Net cash provided by operating activities		78			599			470			—			1 147
Investing activities
Capital contributions in subsidiaries		(31	)		—			—			31			—
Capital reductions in subsidiaries		205			—			—			(205	)		—
Business acquisitions, net of cash and cash equivalents acquired		—			(8	)		(12	)		—			(20	)
Business disposals, net of cash and cash equivalents disposed		—			171			(4	)		—			167
Purchase of tangible assets		(91	)		(254	)		(183	)		—			(528	)
Purchase of intangible assets		(48	)		(27	)		(3	)		—			(78	)
Sale of tangible and intangible assets		1			50			17			—			68
Dividends from investments under the equity method		215			89			89			(393	)		—

F-104

(in millions of €)	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Elimination			Consolidated
Sale and maturity of (investment in) debt securities, net		—			1			(3	)		—			(2	)
Sale and maturity of (investment in) term deposits, net		—			—			9			—			9
Sale and maturity (purchase) of other financial assets		13			—			468			(480	)		1
Net cash used in investing activities		264			22			378			(1 047	)		(383	)
Financing activities
Proceeds from the exercise of share warrants and stock options		30			(6	)		—			—			24
Capital contributions received		—			—			31			(31	)		—
Capital reductions		—			(205	)		—			205			—
Purchase of treasury shares		(10	)		—			—			—			(10	)
Dividends paid by parent		(158	)		—			—			—			(158	)
Dividends paid by subsidiaries		—			(201	)		(192	)		393			—
Borrowing under long–term loans, net of financing costs		200			236			1			(426	)		11
Repayment of long–term loans		(598	)		(522	)		(1	)		896			(225	)
Repayment of lease obligations		(2	)		(51	)		(2	)		1			(54	)
Borrowings (repayments) of short–term loans, net		(3	)		—			(13	)		16			—
Settlement of derivative instruments		21			8			—			—			29
Net cash provided by (used in) financing activities		(520	)		(741	)		(176	)		1 054			(383	)
Effect of foreign currency translation		—			53			26			(7	)		72
Net increase in cash and cash equivalents		(178	)		(67	)		698			—			453
Cash and cash equivalents at beginning of period		53			393	(1)		701			—			1 147	(1)
Cash and cash equivalents at end of period		(125	)		326			1 399			—			1 600

⁽¹⁾  Included €2 million in assets classified as held for sale.

F-105

CONSOLIDATED STATEMENT OF CASH FLOWS FOR 2013

(in millions of €)	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Elimination			Consolidated
Operating activities
Net profit attributable to equity holders of the Group (Group share in net profit)		179			139			167			(306	)		179
Net profit attributable to non-controlling interests		—			—			3			—			3
Adjustment for equity in earnings of subsidiaries		(217	)		—			—			217			—
Adjustments for:
Share of results of joint venture equity accounted		—			—			(4	)		—			(4	)
Depreciation and amortization		115			391			93			—			599
Impairment losses		2			22			207			—			231
Allowance for losses on accounts receivable		8			4			3			—			15
Share–based compensation		3			13			—			—			16
Income taxes		(13	)		28			45			—			60
Finance costs		172			272			36			(269	)		211
Income from investments		(3	)		(44	)		(321	)		358			(10	)
Other non–cash items		—			(9	)		1			—			(8	)
Changes in operating assets and liabilities:
Inventories		(1	)		(57	)		(17	)		—			(75	)
Receivables		4			2			3			(10	)		(1	)
Prepaid expenses and other assets		(13	)		(7	)		7			1			(12	)
Accounts payable		5			102			46			10			163
Accrued expenses and other liabilities		15			102			(1	)		(1	)		115
Provisions		6			7			(16	)		—			(3	)
Interest paid		(158	)		(245	)		(42	)		247			(198	)
Interest received		3			—			256			(247	)		12
Income taxes paid		(1	)		(78	)		(29	)		—			(108	)
Net cash provided by operating activities		106			642			437			—			1 185
Investing activities
Capital contributions in subsidiaries		197			—			—			(197	)		—
Business acquisitions, net of cash and cash equivalents acquired		—			—			10			3			13
Business disposals, net of cash and cash equivalents disposed		14			—			4			(3	)		15
Purchase of tangible assets		(98	)		(242	)		(146	)		—			(486	)
Purchase of intangible assets		(42	)		(34	)		(3	)		—			(79	)
Sale of tangible and intangible assets		1			23			9			—			33
Dividends from investments under the equity method		199			44			44			(287	)		—
Sale and maturity of (investment in) debt securities, net		—			2			(45	)		—			(43	)

F-106

(in millions of €)	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Elimination			Consolidated
Sale and maturity of (investment in) term deposits, net		—			—			(13	)		—			(13	)
Sale and maturity (purchase) of other financial assets		37			—			117			(166	)		(12	)
Net cash used in investing activities		308			(207	)		(23	)		(650	)		(572	)
Financing activities
Proceeds from the exercise of share warrants and stock options		34			(12	)		—			(10	)		12
Capital contributions received		—			—			(197	)		197			—
Purchase of treasury shares		(14	)		(11	)		—			10			(15	)
Dividends paid by parent		(142	)		—			—			—			(142	)
Dividends paid by subsidiaries		—			(136	)		(151	)		287			—
Borrowing under long–term loans, net of financing costs		—			7			—			—			7
Repayment of long–term loans		(280	)		(8	)		(81	)		201			(168	)
Repayment of lease obligations		(3	)		(50	)		(1	)		2			(52	)
Borrowings (repayments) of short–term loans, net		73			—			(36	)		(37	)		—
Settlement of derivative instruments		(1	)		—			—			—			(1	)
Net cash used in financing activities		(333	)		(210	)		(466	)		650			(359	)
Effect of foreign currency translation		—			(18	)		(10	)		—			(28	)
Net increase (decrease) in cash and cash equivalents		81			207			(62	)		—			226
Cash and cash equivalents at beginning of period		(28	)		186			763	(1)		—			921	(1)
Cash and cash equivalents at end of period		53			393	(2)		701			—			1 147	(2)

⁽¹⁾  Included €1 million in assets classified as held for sale.

⁽²⁾  Includes €2 million in assets classified as held for sale.

F-107

CONSOLIDATED STATEMENT OF CASH FLOWS FOR 2012

(in millions of €)	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Elimination			Consolidated
Operating activities
Net profit attributable to equity holders of the Group (Group share in net profit)		105			155			155			(310	)		105
Net profit attributable to non-controlling interests		—			—			(2	)		—			(2	)
Adjustment for equity in earnings of subsidiaries		(182	)		—			—			182			—
Adjustments for:
Share of results of joint venture equity accounted		—			—			(4	)		—			(4	)
Depreciation and amortization		113			445			90			—			648
Impairment losses		2			63			223			—			288
Allowance for losses on accounts receivable		1			—			2			—			3
Share–based compensation		2			11			—			—			13
Income taxes		(20	)		(8	)		49			—			21
Finance costs		250			256			36			(283	)		259
Income from investments		(6	)		(64	)		(357	)		411			(16	)
Other non–cash items		9			(19	)		(5	)		—			(15	)
Changes in operating assets and liabilities:
Inventories		42			253			(2	)		—			293
Receivables		36			30			4			4			74
Prepaid expenses and other assets		(24	)		5			(10	)		(1	)		(30	)
Accounts payable		20			(30	)		63			(3	)		50
Accrued expenses and other liabilities		39			(58	)		19			—			—
Provisions		3			53			(16	)		—			40
Interest paid		(205	)		(243	)		(42	)		261			(229	)
Interest received		3			—			263			(257	)		9
Income taxes paid		6			(86	)		(25	)		—			(105	)
Net cash provided by operating activities		194			763	(1)		441			4			1 402
Investing activities
Capital contributions in subsidiaries		(509	)		—			—			509			—
Business acquisitions, net of cash and cash equivalents acquired		(3	)		—			(14	)		5			(12	)
Business disposals, net of cash and cash equivalents disposed		8			—			—			(5	)		3
Purchase of tangible assets		(122	)		(308	)		(159	)		—			(589	)
Purchase of intangible assets		(41	)		(46	)		(5	)		—			(92	)
Sale of tangible and intangible assets		1			10			28			—			39
Dividends from investments under the equity method		476			64			64			(604	)		—

F-108

(in millions of €)	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Elimination			Consolidated
Sale and maturity of (investment in) debt securities, net		—			2			(3	)		—			(1	)
Sale and maturity (purchase) of other financial assets		5			—			(90	)		107			22
Net cash used in investing activities		(185	)		(278	)		(179	)		12			(630	)
Financing activities
Proceeds from the exercise of share warrants and stock options		4			(2	)		—			(3	)		(1	)
Capital contributions received		—			—			509			(509	)		—
Purchase of treasury shares		—			(3	)		—			3			—
Purchase of non-controlling interests		(1	)		—			(22	)		—			(23	)
Dividends paid by parent		(180	)		—			—			—			(180	)
Dividends paid by subsidiaries		—			(303	)		(301	)		604			—
Borrowing under long–term loans, net of financing costs		620			—			—			—			620
Repayment of long–term loans		(612	)		(89	)		(101	)		238			(564	)
Repayment of lease obligations		(3	)		(52	)		—			1			(54	)
Borrowings (repayments) of short–term loans, net		254			—			36			(350	)		(60	)
Settlement of derivative instruments		5			—			(6	)		—			(1	)
Net cash provided by (used in) financing activities		87			(449	)		115			(16	)		(263	)
Effect of foreign currency translation		—			2			(9	)		—			(7	)
Net increase in cash and cash equivalents		96			38			368			—			502
Cash and cash equivalents at beginning of period		(124	)		148			395			—			419
Cash and cash equivalents at end of period		(28	)		186			763	(1)		—			921	(1)

⁽¹⁾  Included €1 million in assets classified as held for sale.

F-109

EXHIBITS

Exhibit No.	Description
1.1	Articles of Association of Delhaize Group (English translation)
2.1	Indenture, dated as of April 15, 2001, by and among Delhaize America, Food Lion, LLC and The Bank of New York, as trustee (incorporated by reference to Exhibit 10.1 to Delhaize America’s current report on Form 8-K/A (File No. 1-15275) filed with the SEC on April 26, 2001)
2.2	First Supplemental Indenture, dated as of April 19, 2001, by and among Delhaize America, Food Lion, LLC and The Bank of New York, as trustee (incorporated by reference to Exhibit 10.2 to Delhaize America’s current report on Form 8-K/A (File No. 1-15275) filed with the SEC on April 26, 2001)
2.3	Second Supplemental Indenture, dated as of September 6, 2001, by and among Delhaize America, Food Lion, LLC, Hannaford Bros. Co., Kash n’ Karry Food Stores, Inc. and The Bank of New York, as Trustee (incorporated by reference to Exhibit 4(e) to Delhaize America’s Registration Statement on Form S-4 (File No. 333-69520) filed with the SEC on September 17, 2001)
2.4	Form of Third Supplemental Indenture, dated as of November 15, 2001, by and among Delhaize America, Food Lion, LLC, Hannaford Bros. Co., Kash n’ Karry Food Stores, Inc., FL Food Lion, Inc., Risk Management Services, Inc., Hannbro Company, Martin’s Foods of South Burlington, Inc., Shop N Save-Mass., Inc., Hannaford Procurement Corp., Boney Wilson & Sons, Inc. and The Bank of New York, as Trustee (incorporated by reference to Exhibit 4(f) of Amendment No. 2 to Delhaize America’s Registration Statement on Form S-4 (File No. 333-69520) filed with the SEC on November 15, 2001)
2.5	Fourth Supplemental Indenture, dated March 10, 2004 and effective as of December 31, 2003, by and among Delhaize America, Inc., Food Lion, LLC, Hannaford Bros. Co, Kash n’ Karry Food Stores, Inc., FL Food Lion, Inc., Risk Management Services, Inc., Hannbro Company, Martin’s Foods of South Burlington, Inc., Shop ‘n Save-Mass, Inc., Hannaford Procurement Corp., Boney Wilson & Sons, Inc., J.H. Harvey Co., LLC, Hannaford Licensing Corp. and The Bank of New York, as Trustee (incorporated by reference to Exhibit 4(h) to Delhaize America’s Annual Report on Form 10-K (File No. 0-6080) filed with the SEC on April 2, 2004)
2.6	Fifth Supplemental Indenture, dated as of May 17, 2005, by and among Delhaize America, Food Lion, LLC, Hannaford Bros. Co., Kash N’ Karry Food Stores, Inc., FL Food Lion, Inc., Risk Management Services, Inc., Hannbro Company, Martin’s Foods Of South Burlington, Inc., Shop ‘N Save-Mass., Inc., Hannaford Procurement Corp., Boney Wilson & Sons, Inc., J.H. Harvey Co., LLC, Hannaford Licensing Corp., Victory Distributors, Inc. and The Bank of New York, as Trustee (incorporated by reference to Exhibit 4 to Delhaize America’s Quarterly Report on Form 10-Q filed May 17, 2005)
2.7	Agreement of Resignation, Appointment and Acceptance, dated as of April 19, 2006, among Delhaize America, the guarantors signatory thereto, and The Bank of New York, as resigning trustee, and The Bank of New York Trust Company, N.A., as new trustee (incorporated by reference to Exhibit 4(k) to Delhaize America’s Annual Report on Form 10-K filed March 30, 2007)
2.8	Sixth Supplemental Indenture, dated as of May 21, 2007, among Delhaize America, Inc, as issuer, Delhaize Group, Food Lion, LLC, Hannaford Bros. Co., Kash n’ Karry Food Stores, Inc., FL Food Lion, Inc., Risk Management Services, Inc., Hannbro Company, Martin’s Foods of South Burlington, Inc., Shop ‘n Save-Mass, Inc., Hannaford Procurement Corp., Boney Wilson & Sons, Inc., J.H. Harvey Co., LLC, Hannaford Licensing Corp. and Victory Distributors, Inc. and The Bank of New York Trust Company N.A., as Trustee, to that certain Indenture, dated as of April 15, 2001 (incorporated by reference to Exhibit 99.5 to Delhaize Group’s Report on Form 6-K, filed on May 29, 2007)

Exhibit No.	Description
2.9	Seventh Supplemental Indenture, dated as of December 17, 2009, among Delhaize America, Inc., Delhaize Group, Food Lion, LLC, Hannaford Bros. Co., Kash n’ Karry Food Stores, Inc., FL Food Lion, Inc., Risk Management Services, Inc., Hannbro Company, Martin’s Foods of South Burlington, Inc., Boney Wilson & Sons, Inc., J.H. Harvey Co., LLC, Hannaford Licensing Corp., Victory Distributors, Inc., and The Bank of New York Mellon Trust Company, N.A., as Trustee, to that certain Indenture, dated as of April 15, 2001 (incorporated by reference to Exhibit 2.9 to Delhaize Group’s Annual Report on Form 20-F, filed on June 28, 2010)
2.10	Indenture, dated as of June 27, 2007, by and among Delhaize Group and The Bank of New York, as trustee (incorporated by reference to Exhibit 2.11 to Delhaize Group’s Annual Report on Form 20-F, filed on June 29, 2007)
2.11	Indenture, dated as of June 27, 2007, by and among Delhaize Group and The Bank of New York, as trustee (incorporated by reference to Exhibit 2.12 to Delhaize Group’s Annual Report on Form 20-F, filed on June 29, 2007)
2.12	Deposit Agreement, dated as of June 27, 2007, among Delhaize Group, The Bank of New York and the owners of book-entry interests (incorporated by reference to Exhibit 2.13 to Delhaize Group’s Annual Report on Form 20-F, filed on June 29, 2007)
2.13	Indenture, dated as of October 8, 2010, by and between Delhaize Group and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.3 to Delhaize Group’s Registration Statement on Form F-4 (File No. 333-171613) filed with the SEC on January 7, 2011)
2.14	Form of Global Security representing Delhaize Group’s 5.70% Senior Notes due 2040 (incorporated by reference to Exhibit 4.3 to Delhaize Group’s Registration Statement on Form F-4 (File No. 333-171613) filed with the SEC on January 7, 2011)
2.15	Deposit Agreement, dated as of October 8, 2010, by and between Delhaize Group and The Bank of New York Mellon and the owners of book-entry interests (incorporated by reference to Exhibit 4.5 to Delhaize Group’s Registration Statement on Form F-4 (File No. 333-171613) filed with the SEC on January 7, 2011)
2.16	Domiciliary Agency Agreement, dated as of October 8, 2010, by and between Delhaize Group and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.6 to Delhaize Group’s Registration Statement on Form F-4 (File No. 333-171613) filed with the SEC on January 7, 2011)
4.1	Agreement and Plan of Share Exchange dated November 16, 2000 by and between Delhaize Group and Delhaize America, as amended (incorporated by reference to Annex A to Delhaize Group’s registration statement on Form F-4 (File No. 333-13302) filed with the SEC on March 23, 2001)
4.2	Cross Guarantee Agreement, dated May 21, 2007, by and among Delhaize Group, Delhaize America, Inc. Food Lion, LLC, Hannaford Bros. Co., Kash n’ Karry Food Stores, Inc., FL Food Lion, Inc., Risk Management Services, Inc., Hannbro Company, Martin’s Foods of South Burlington, Inc., Shop ‘n Save-Mass, Inc., Hannaford Procurement Corp., Boney Wilson & Sons, Inc., J.H. Harvey Co., LLC, Hannaford Licensing Corp. and Victory Distributors, Inc. (incorporated by reference to Exhibit 99.2 to Delhaize Group’s Report on Form 6-K, filed on May 29, 2007)
4.3	Joinder Letter Agreement, dated December 18, 2009, by Delhaize US Holding, Inc., whereby Delhaize US Holding, Inc. agrees to be bound as a Guarantor by all of the terms, covenants and conditions set forth in the Cross-Guarantee Agreement (incorporated by reference to Exhibit 4.7 to Delhaize Group’s Annual Report on Form 20-F, filed on June 28, 2010)
4.4	Joinder Letter Agreement, dated April 3, 2013, by Bottom Dollar Food Northeast, LLC, whereby Bottom Dollar Food Holding, LLC agrees to be bound as a Guarantor by all of the terms, covenants and conditions set forth in the Cross-Guarantee Agreement (incorporated by reference to Exhibit 4.9 to Delhaize Group’s Annual Report on Form 20-F, filed on April 26, 2013)
4.5	Joinder Letter Agreement, dated November 22, 2013, by DZA Brands, LLC, whereby DZA Brands, LLC agrees to be bound as a Guarantor by all of the terms, covenants and conditions set forth in the Cross-Guarantee Agreement (incorporated by reference to Exhibit 4.9 to Delhaize Group’s Annual Report on Form 20-F, filed on April 25, 2014)

Exhibit No.	Description
4.6	Joinder Letter Agreement, dated November 22, 2013, by Delhaize America Supply Chain Services, Inc., whereby Delhaize America Supply Chain Services, Inc. agrees to be bound as a Guarantor by all of the terms, covenants and conditions set forth in the Cross-Guarantee Agreement (incorporated by reference to Exhibit 4.10 to Delhaize Group’s Annual Report on Form 20-F, filed on April 25, 2014)
4.7	Joinder Letter Agreement, dated November 22, 2013, by Delhaize America Shared Services Group, LLC, whereby Delhaize America Shared Services Group, LLC agrees to be bound as a Guarantor by all of the terms, covenants and conditions set forth in the Cross-Guarantee Agreement (incorporated by reference to Exhibit 4.11 to Delhaize Group’s Annual Report on Form 20-F, filed on April 25, 2014)
4.8	Joinder Letter Agreement, dated November 22, 2013, by Delhaize America Distribution, LLC, whereby Delhaize America Distribution, LLC agrees to be bound as a Guarantor by all of the terms, covenants and conditions set forth in the Cross-Guarantee Agreement (incorporated by reference to Exhibit 4.12 to Delhaize Group’s Annual Report on Form 20-F, filed on April 25, 2014)
4.9	Joinder Letter Agreement, dated November 22, 2013, by Retained Subsidiary One, LLC, whereby Retained Subsidiary One, LLC agrees to be bound as a Guarantor by all of the terms, covenants and conditions set forth in the Cross-Guarantee Agreement (incorporated by reference to Exhibit 4.13 to Delhaize Group’s Annual Report on Form 20-F, filed on April 25, 2014)
4.10	Joinder Letter Agreement, dated November 22, 2013, by Hannaford Trucking Company (now known as Delhaize America Transportation, LLC), whereby Hannaford Trucking Company agrees to be bound as a Guarantor by all of the terms, covenants and conditions set forth in the Cross-Guarantee Agreement (incorporated by reference to Exhibit 4.14 to Delhaize Group’s Annual Report on Form 20-F, filed on April 25, 2014)
4.11	Form of Second Amended and Restated Deposit Agreement among Delhaize Group, Citibank N.A. and the holders and beneficial owners of American Depositary Shares issued thereunder (incorporated by reference to Exhibit (a)(i) to Delhaize Group’s Post Effective Amendment No. 1 to registration statement on Form F-6 (File No. 333-156798) filed with the SEC on April 23, 2013)
4.12	Amendment to Second Amended and Restated Deposit Agreement dated February 19, 2014 by Citibank N.A. and Delhaize Group (incorporated by reference to Exhibit 4.17 to Delhaize Group’s Annual Report on Form 20-F, filed on April 25, 2014)
4.13	Facility Agreement dated April 14, 2014 by and among, Delhaize Group SA/NV, Delhaize The Lion Coordination Center SA/NV, Delhaize Griffin SA/NV and Delhaize America, LLC, as original borrowers (the “Original Borrowers”), and substantially all of our U.S. subsidiaries together with the Original Borrowers, as original guarantors (the “Original Guarantors”), Bank of America Merrill Lynch International Limited, BNP Paribas Fortis SA/NV and J.P. Morgan Limited, as bookrunning mandated lead arrangers, the financial institutions listed in Part II of Schedule 1 thereto as lenders, and Bank of America Merrill Lynch International Limited as agent of the arrangers and the original lenders (incorporated by reference to Exhibit 4.20 to Delhaize Group’s Annual Report on Form 20-F, filed on April 25, 2014)
8.1	Subsidiaries of Delhaize Group (as of December 31, 2014)
12.1	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (15 U.S.C. § 7241)
12.2	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (15 U.S.C. § 7241)
13.1	Certifications of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. § 1350)
15.1	Consent of Deloitte Réviseurs d’Entreprises SC sfd SCRL
15.2	Undertaking of Delhaize Group to file exhibits pursuant to Instruction 2(b)(i) as to exhibits to Form 20-F

EX-1.1

Exhibit 1.1

For information purposes only

UNOFFICIAL TRANSLATION

DELHAIZE BROTHERS AND Co. “THE LION” (DELHAIZE GROUP)

In French ETABLISSEMENTS DELHAIZE FRERES ET Cie

“LE LION” (GROUPE DELHAIZE)

In Dutch GEBROEDERS DELHAIZE EN Cie “DE LEEUW” (DELHAIZE GROEP)

Public company (“société anonyme”)

at Molenbeek-Saint-Jean, rue Osseghem 53

Jurisdiction of the Courts of Brussels

Company register 0402206045.

Coordination of the Articles of Association as of March 30, 2015

PART ONE – CHARACTER OF THE COMPANY

ARTICLE ONE – FORM AND CORPORATE NAME

The company is a public company (“société anonyme”) calling or having called for public savings. Its corporate name is “ETABLISSEMENTS DELHAIZE FRERES ET Cie “LE LION” (GROUPE DELHAIZE)”, in Dutch “GEBROEDERS DELHAIZE EN Cie “DE LEEUW” (DELHAIZE GROEP)” and in English “DELHAIZE BROTHERS AND Co. “THE LION” (DELHAIZE GROUP)”, in abridged “GROUPE DELHAIZE”, in Dutch “DELHAIZE GROEP” and in English “DELHAIZE GROUP”, the company being allowed to use its full corporate name or any of its abridged corporate names.

ARTICLE TWO – CORPORATE PURPOSE

The corporate purpose of the company is the trade of durable or non-durable merchandise and commodities, of wine and spirits, the manufacture and sale of all articles of mass consumption, household articles, and others, as well as all service activities.

The company may carry out in Belgium or abroad all industrial, commercial, movable, real estate, or financial transactions that favor or expand directly or indirectly its industry and trade.

It may acquire an interest, by any means whatsoever, in all businesses, corporations, or enterprises with an identical, similar or related corporate purpose or which favor the development of its enterprise, acquire raw materials for it, or facilitate the distribution of its products.

ARTICLE THREE – REGISTERED OFFICES

The registered offices are located at Molenbeek-Saint-Jean, rue Osseghem 53.

The registered offices may be transferred to any other location in Belgium by mere decision of the board of directors.

The company may, by mere decision of the board of directors, establish administrative offices, branches, workshops, agencies, and seats in Belgium or elsewhere.

Any change of the registered offices is published in the Appendix of the Official Gazette at the initiative of the board of directors.

ARTICLE FOUR – DURATION

The duration of the company is unlimited.

The shareholders meeting may decide to wind up the company in compliance with the procedure applicable for amending the articles of association.

PART TWO – SHARE CAPITAL

ARTICLE FIVE – CAPITAL

The corporate share capital amounts to fifty one million seven hundred fifty-seven thousand four hundred and fifty euros (EUR 51,757,450.00).

It is divided into 103,514,900 ordinary shares, without nominal value, representing each 1/103,514,900^th of the company assets.

Multiple certificates representative of several ordinary shares may be issued.

The shareholders meeting may decide to split company shares at any time in compliance with the procedure applicable for amending the articles of association.

ARTICLE SIX – INDIVISIBILITY OF SHARES

The shares are indivisible and the company recognizes only one owner per share.

If there are joint owners of a share, the company is entitled to suspend the exercise of the rights vested in this share until one person has been appointed in writing by all the co-owners to exercise those rights.

The rights vested in shares, which are subject to usufruct or pledge, are exercised respectively by the usufructuary and the owner who has pledged them, unless an agreement to the contrary is signed by all interested parties and notified to the company.

ARTICLE SEVEN – MODIFICATION OF THE SHARE CAPITAL

The shareholders meeting may decide to increase or decrease the share capital in one or several times in compliance with the procedure provided for by legal provisions in force.

The board of directors determines the rate and conditions of issuance of new shares in the event of a share capital increase.

Should the board of directors decide to issue new shares without nominal value below the par value of the existing shares, such circumstance must be mentioned in the notice of the shareholders meeting.

Should the share capital be increased with an issuance premium, the amount of such premium must be fully paid up upon subscription.

Should the share capital be increased by contributions in cash, the holders of convertible bonds or subscription rights may respectively convert their bonds or exercise their subscription rights and possibly benefit from the issuance of new shares as if they were shareholders, provided such benefit is granted to existing shareholders.

The board of directors may, at its own discretion, enter into any agreement providing for the subscription of all or part of the new shares to be issued, safe for the application of the preemptive rights.

2

In case of a share capital increase, the new shares to be subscribed in cash must be offered by preference to existing shareholders in proportion to the number of shares that each one of them owns and in accordance with legal provisions in force.

However, such preemptive right may be limited or withdrawn by the shareholders meeting, acting in the interest of the company, in compliance with the procedure provided for amending the articles of association.

In such case, a specific mention of this proposal must be made in the notice of the meeting, and the board of directors and the statutory auditor or, in his absence, a certified public accountant appointed by the board of directors, must prepare the reports provided for by legal provisions in force. These reports must be deposited at the office of the competent commercial court, referred to in the agenda and communicated to the shareholders.

ARTICLE EIGHT – AUTHORIZED CAPITAL

A. The board of directors is authorized to increase the share capital on one or more occasions up to the amount of five million ninety-four thousand six hundred and nine Euros (EUR 5,094,609) on the dates and pursuant to the terms decided by the board of directors for a period of five years as from the date of publication of this authorization in the Belgian State Gazette.“This authorization is renewable according to the terms provided for by law.

The board is authorized to increase the capital as mentioned above, by contributions in cash or, to the extent permitted by law, by contributions in kind, or by incorporation of the available or unavailable reserves or the issuance premium account. In the latter cases, such increase may occur with or without issuance of new shares.

The increase of the share capital may also be achieved by the issuance of convertible bonds or subscription rights—whether or not attached to other securities—which may cause the creation of new shares in compliance with the legal provisions in force.

In case of a share capital increase, the board of directors is authorized to limit or revoke, in the interest of the company, the preferential right provided for by legal provisions in force, including to the benefit of one or more specific persons, whether or not employees of the company or its subsidiaries.

B. Whenever the share capital increase decided by the board of directors involves an issuance premium, the amount of such premium is, after possible deduction of costs, allocated to a blocked account which constitutes, together with the share capital, the guarantee of third parties and may only be reduced or suppressed by decision of the shareholders meeting with the quorum and majority requirements provided for a decrease in capital, without prejudice to the board of directors’ ability to incorporate said account into the share capital pursuant to section A above.

ARTICLE NINE – ACQUISITION, PLEDGE AND TRANSFER OF OWN SHARES

The company may acquire or hold in pledge its own shares in compliance with legal provisions in force. The board of directors is authorized to transfer through public or private transactions the shares that the company acquired, under conditions determined by the board of directors, without the prior approval of the shareholders meeting, in compliance with legal provisions in force.

The above-mentioned authorizations also relate to acquisitions and transfers of shares of the company by its direct subsidiaries, as such subsidiaries are defined by legal provisions on acquisition of shares of the parent company by its subsidiaries, and are renewable in compliance with legal provisions in force.

3

On May 26, 2011, the extraordinary general meeting authorized the board of directors to acquire up to ten percent of the outstanding shares of the company at a minimum unit price of one Euro and at a maximum unit price not higher than twenty percent above the highest closing stock market price of the company’s shares on Euronext Brussels during the twenty trading days preceding such acquisition. Such authorization has been granted for a period of five years as from the date of the extraordinary general meeting of May 26, 2011 and extends to the acquisition of shares of the company by its direct subsidiaries, as such subsidiaries are defined by legal provisions on the acquisition of shares of the parent company by its subsidiaries.

ARTICLE TEN – CALLS OF FUNDS

Shares that have not been fully paid up may not be transferred, unless the board of directors has previously approved the transferee.

The board of directors may at its own discretion call funds relating to shares that have not been not fully paid up.

If a shareholder fails to pay called funds one month after he is sent a notice by registered mail, such shareholder will be required to pay without further notice an interest equal to the legal interest rate as from the day of the due date until full payment.

If a shareholder further fails to pay called funds one month after a second call of funds, the board of directors may declare the forfeiture of such shareholder and have his securities sold on the stock exchange, via the agency of an investment company or a credit institution, without prejudice to the right to claim any sum due, as well as damages and interest.

The voting rights pertaining to unpaid shares are automatically suspended so long as called payments, duly made and claimable, have not been made.

ARTICLE ELEVEN – NATURE OF THE SECURITIES

Securities are in bearer, registered or dematerialized form. Securities that are not entirely paid up shall remain in registered form.

Holders of securities may request at their expense the conversion of securities to registered form at any time or to dematerialized form at any time as of January 1, 2008.

Bearer securities deposited in a securities account as of January 1, 2008 will be automatically converted to dematerialized form as from that date. Bearer securities that are held in physical form on January 1, 2008 and are subsequently deposited in a securities account at a later date shall be automatically converted to dematerialized form at such later date. Bearer securities that shall not have been deposited in a securities account shall be converted at the choice of their holder to registered or dematerialized form by December 31, 2013.

The register of registered shares, the register of registered subscription rights and the register of any registered bonds issued by the company are held in electronic form. The board of directors may decide to outsource the maintenance and administration of any electronic register to a third party. All entries in the registers, including transfers and conversions, can validly be made on the basis of documents or instructions which the transferor, transferee and/or holder of the securities, as applicable, may send electronically or by other means, and the company may accept and enter any transfer in the registers resulting from correspondence or other documents evidencing the consent of the transferor and the transferee.

4

ARTICLE TWELVE – SHAREHOLDINGS DISCLOSURES

Any person or legal entity, which owns or acquires securities of the company granting voting right, whether representing the share capital or not, must disclose to the company and to the Banking and Finance Commission, in compliance with legal provisions in force, the number of securities that such person or legal entity owns, alone or jointly with one or several other persons or legal entities, when the voting rights attached to such securities amount to three (3,-) per cent or more of the total of the voting rights existing when the situation triggering the disclosure obligation occurs.

Such person or legal entity must also do so in the event of a transfer, or an additional acquisition, of securities referred to in the preceding paragraph when, after such transaction, the voting rights attached to securities that it owns amount to five (5,-) per cent, ten (10,-) per cent, and so on by blocks of five (5,-) per cent of the total of the voting rights existing when the situation triggering the disclosure obligation occurs, or when the voting rights attached to securities that it owns fall below one of those thresholds or below the threshold referred to in the preceding paragraph.

Any person or legal entity which acquires or transfers, alone or jointly, the direct or indirect control of a corporation which owns three (3,-) per cent at least of the voting rights of the company must disclose such acquisition or transfer to the company and to the Banking and Finance Commission in compliance with legal provisions in force.

A disclosure is also required when, as a result of events changing the breakdown of voting rights, the percentage of the voting rights attached to the voting right securities reaches, exceeds or falls below the thresholds provided for in the first and second paragraphs above, even when no acquisition or disposal of securities has occurred. A similar disclosure is also required when persons or legal entities enter into, modify or terminate an agreement of action in concert, when as result thereof, the percentage of the voting rights subject to the action in concert or the percentage of the voting rights of one of the parties to the agreement of action in concert reaches, exceeds or falls below the thresholds mentioned in the first and second paragraphs above.

Disclosure statements relating to the acquisition or transfer of securities which are made pursuant to this article must be addressed to the Banking and Finance Commission and to the board of directors of the company at the latest the fourth trading day following the day on which (i) the person or legal entity learns of the acquisition or the disposal or the possibility of exercising voting rights, or, having regard to the circumstances, should have learned it, regardless of the date on which the acquisition, disposal or possibility of exercising voting rights takes effect, (ii) the person or legal entity is informed of the event changing the break down of voting rights, (iii) an agreement of action in concert is entered into, modified or terminated, or (iv) for securities acquired by succession, the succession is accepted by the heir, as the case may be, under the benefit of inventory.

Unless otherwise provided by legal provisions in force, no one will be allowed to vote at the shareholders meeting a number of securities greater than the number validly disclosed at the latest twenty days before such meeting, in compliance with legal provisions in force and with these articles of association, it being understood that a shareholder will in any event be allowed to vote a number of securities that does not exceed three (3,-) per cent of the total of the voting rights existing on the day of the shareholders meeting or which is between two successive thresholds.

5

PART THREE – ADMINISTRATION AND AUDITING

ARTICLE THIRTEEN – COMPOSITION OF THE BOARD OF DIRECTORS

The company is managed by a board consisting in at least three members, whether shareholders or not, individual or legal entity, appointed for a maximum term of six years by the shareholders meeting and at all times removable by the latter.

The director that is a legal entity notifies to the company the identity of the individual and, as the case may be, of its substitute, appointed to represent permanently such legal entity at the meetings of the board of directors. Without prejudice to article 17, such individual may not be chosen among the directors of the company.

Outgoing directors may be reelected.

The term of outgoing but yet not reelected directors ceases immediately after the shareholders meeting convened to elect their possible successor.

ARTICLE FOURTEEN – VACANCY

Should there be one or several vacancies among directors before the end of a term as a result of death, resignation or any other cause, all remaining directors are authorized to fill the vacancy temporarily.

In such case, the shareholders meeting decides on the definitive appointment at its next meeting.

The director appointed in the aforementioned circumstances completes the term of the director he is replacing.

ARTICLE FIFTEEN – CHAIRMANSHIP

The board of directors elects a chairman among its members and, as the case may be, a vice-chairman.

ARTICLE SIXTEEN – MEETINGS

The board of directors meets when convened by its chairman and under its chairmanship or, if the latter is unable to attend, under the chairmanship of the vice-chairman if a vice-chairman has been elected, or under the chairmanship of a director appointed by his peers.

The board meets every time required by the interest of the company or whenever requested by two directors.

Meetings take place at the location indicated in the notice.

Notices of the meetings of the board of directors are properly given in writing, by telecopy, by electronic mail or by phone.

The board meeting may be held by conference call or any other means of communication. In such case, it is deemed to take place at the registered offices.

In any case, the director who may not physically attend the board meeting may participate in the deliberation by phone, videoconference or any other similar means of communication.

6

In the circumstances referred to in paragraphs 5 and 6 above, the vote of the director who was not physically present will be confirmed either by executing the minutes of the board meeting in which he participated without being physically present, or by telecopy addressed to the registered offices of the company.

Notices must be made three days in advance safe in case of emergency, which must be justified in the minutes.

In case of emergency, decisions of the board of directors may be adopted in writing by unanimous written consent of the directors, to the extent permitted by law.

ARTICLE SEVENTEEN – DELIBERATION

The board of directors may only deliberate and resolve if half of its members at least are present or represented.

Any director who is excused or absent may authorize one of his peers in writing, by telegram, telecopy or any other form of written proxy to represent him at board meetings and to vote on his behalf. In such case, the represented director is deemed present.

However, no proxy holder may represent more than one director at a time.

Decisions of the board of directors are adopted by majority vote.

In case of equality of vote casts, the vote of the chairman of the meeting will prevail.

In case of conflict of interests, the directors will comply with legal provisions in force.

If, during a board meeting complying with the quorum requirement set forth above, one or more present or represented directors must abstain as a result of the preceding paragraph, resolutions are validly adopted by a majority vote of the other present or represented directors.

ARTICLE EIGHTEEN – MINUTES

The deliberations of the board of directors are recorded in minutes signed by a majority of directors participating in the meeting.

Such minutes are recorded in a special register.

Proxies are attached thereto.

Extracts and copies under private seal of such minutes, to be submitted to a court or elsewhere, are signed by one director or by a member of the management referred to in article 21.

ARTICLE NINETEEN – POWERS OF THE BOARD

The board of directors is vested with the broadest powers to accomplish all necessary or useful acts in order to achieve the corporate purpose of the company. It is empowered to carry out any act that is not reserved by law to the shareholders’ meeting. It is notably empowered to conclude any loan by means of credit or otherwise, even by issuance of bonds, provided that they are neither convertible nor with a subscription right attached, unless expressly authorized to do so by the shareholders’ meeting in compliance with legal provisions in force.

7

The board of directors creates within the board an audit committee and a remuneration and nomination committee vested with the authority provided for by legal provisions in force in respect of an audit committee and a remuneration committee, respectively, and with such additional authority as may be determined by the board of directors.

ARTICLE TWENTY – DELEGATION OF POWER

The board of directors may entrust the day-to-day management of the company and the representation relating to such management, including the hiring, dismissal and determination of wage of staff members, to one or several directors, whether they bear the title of managing director or not, or to one or several members of the management, whether chosen among the directors or not, who may be granted variable or invariable fees to be charged on the general expenses of the company.

Such fees, as well as all other terms, notably any severance pay, must be provided for in a special contract approved by the board of directors, all directors in charge of a permanent position in the company abstaining.

Nonetheless, the board of directors approves the hiring, appointment and dismissal of company officers in charge of the corporate and financial policy of the company, on proposal of the person(s) in charge of the day-to-day management, if any.

The board, or within the day-to-day management, a person in charge of the day-to-day management, are each authorized to grant authority to certain directors or other individuals for specific purposes. The proxy holder binds the company within the limits of his or her proxy.

ARTICLE TWENTY-ONE – REPRESENTATION OF THE COMPANY

Towards third parties and before a court, the company is represented by two directors acting jointly, or by one director acting jointly with one of the members of the management of the company appointed for such purpose by the board of directors. The board of directors ensures that the identity of the members of the management entitled to represent the company jointly with one director is published in the Appendix of the Official Gazette.

ARTICLE TWENTY-TWO – OTHER POSITION

Managing directors or members of the management may not accept another managing or administrative position, whether remunerated or not, from any other entity or company, unless especially authorized by the board of directors.

A director or officer may consider a position of director for another company only to the extent that such position will not affect his duties for the benefit of the company, which must remain effective and permanent at all times.

ARTICLE TWENTY-THREE – OTHER REMUNERATED POSITIONS

Should a director or any other representative of the company be commissioned in order to represent the company with another entity or company, the pays and advantages relating to such position lead to a proportional reduction of his wages.

8

ARTICLE TWENTY-FOUR – AUDITING

Control over the company must be entrusted to one or more auditors. They are appointed for a renewable term of three years and may be removed by a shareholders meeting.

Auditors are chosen among the members, whether individuals or legal entities, of the Company Auditors Institute (Institut des Reviseurs d’Entreprises).

The shareholders meeting determines the number of auditors and their remuneration.

If there are no auditors or if all auditors are unable to perform their duties, the board of directors immediately convenes a shareholders meeting in order to have new auditors appointed.

ARTICLE TWENTY-FIVE – DUTIES OF AUDITORS

Auditors have jointly or individually an unlimited right to audit the financial situation and the balance sheet, and to control whether the operations recorded in the annual accounts are in compliance with legal provisions in force and the articles of association. They are entitled to be granted at any time access to the records, correspondence, minutes and, generally, all the books and documents of the company.

Every six months at least, directors must provide them with financial statements prepared in compliance with the scheme required for balance sheets and profit and loss accounts.

Auditors must prepare a detailed and written report containing all indications required by law to the attention of the ordinary shareholders meeting.

Employees or other persons for whom they are responsible may assist auditors at their own expense.

ARTICLE TWENTY-SIX – LIABILITY

Directors and auditors have no personal liability relating to company commitments.

They are responsible with respect to their office and to any errors committed in the course of their duty in compliance with legal provisions in force.

ARTICLE TWENTY-SEVEN – INDEMNITY

The shareholders’ meeting may determine from time to time the aggregate amount of the directors’ fees to be charged to general expenses. Such fees will be shared between the directors in the proportion determined by resolution of the board of directors.

Auditors’ remuneration consists in a fixed sum determined by the shareholders’ meeting at the time of appointment.

PART FOUR – SHAREHOLDERS MEETINGS

ARTICLE TWENTY-EIGHT – COMPOSITION AND POWERS

The shareholder meeting, when regularly constituted, represents all the shareholders of the company.

It is empowered to carry out or ratify all acts performed in the interest of the company.

It consists in holders of ordinary shares who are entitled to vote either in person or by proxy in compliance with legal provisions in force.

9

Decisions adopted by the shareholders meeting are binding upon all shareholders, including those who were absent or dissident.

ARTICLE TWENTY-NINE—MEETING

The ordinary shareholders meeting automatically takes place on the fourth Thursday of May at 3:00 p.m.

If that date is not a business day, the meeting takes place on the preceding or following business day.

An extraordinary or special meeting may be convened each time it is in the company’s interest. It must be convened at the request of shareholders holding together one fifth of the share capital. In the latter case, the shareholders indicate in their request the items to be included in the agenda, and the board of directors or the auditors must convene a shareholders meeting within six weeks as from the request.

One or more shareholders holding together at least 3 per cent of the share capital can request to put an item on the agenda of any shareholders meeting and table resolution proposals for items included or to be included on the agenda of a shareholders meeting, in compliance with legal provisions in force.

Shareholders meetings will take place in one of the districts of the city of Brussels at the location indicated in the notice.

ARTICLE THIRTY – NOTICE

The shareholders meeting is held on notice of the board of directors or the auditors.

The notice contains the agenda and complies with the formal requirements and the timing imposed by legal provisions in force. Notices of shareholders meetings decided by the board of directors may validly be signed on its behalf by one of the persons in charge of the day-to-day management.

A copy of the documents that must be made available to registered shareholders is sent to them along with the convening notice. As from the date of the publication of this notice, all shareholders are entitled to obtain a copy of these documents free of charge, in accordance with legal provisions in force.

ARTICLE THIRTY-ONE – ATTENDANCE FORMALITIES

The rights of a shareholder to attend the shareholders meeting and to vote shares are subject to the registration of these shares in the name of this shareholder at midnight (European Central Time) on the record date, which is the fourteenth day before the meeting, either by registration of registered shares in the register of registered shares of the company, or by registration of dematerialized shares in the accounts of an authorized securities account keeper or clearing institution, or by delivery of bearer shares to a financial intermediary.

Shareholders must notify the company (or the person designated by the company for this purpose) of their intent to participate in the shareholders meeting, no later than six days before the date of the meeting.

The holders of bonds or subscription rights may attend the shareholders meeting with consultative vote if they have complied with the attendance formalities applicable to the shareholders.

ARTICLE THIRTY-TWO – REPRESENTATION

All holders of securities entitled to vote may be represented by one or more proxy holders at the shareholders meeting, in compliance with legal provisions in force.

10

However, under age persons, certified persons, civil companies and commercial companies may be represented by their legal representatives or statutory bodies that, in turn, may be represented by one or more proxy holders, in compliance with legal provisions in force. Spouses are entitled to represent each other.

The board of directors may approve the form of the proxies. Proxies must be received by the company no later than six days before the date of the meeting.

ARTICLE THIRTY-THREE – OFFICE

All shareholders meetings are chaired by the chairman of the board of directors or, should he not attend, by the vice-chairman if a vice-chairman has been elected, or by a managing director or, in absence of the latter, by the eldest accepting attending director.

The chairman appoints the secretary. The shareholders meeting may appoint two or more observers.

ARTICLE THIRTY-FOUR – ADJOURNMENT

The board of directors is allowed to adjourn any ordinary or other shareholders meeting in the course of such meeting. The decision of the board of directors must not be motivated.

The decision to adjourn a meeting cancels all decisions taken and the shareholders are reconvened within five weeks with the same agenda.

Formalities and proxies accomplished or delivered to the company in compliance with articles 31 and 32 for the purpose of the first meeting will not be valid for the second meeting. The board of directors will set a new record date for the second meeting for the purpose of article 31. The shareholders whose shares are registered in their name on this new record date will be entitled to attend the second meeting and to vote these shares upon satisfaction of the attendance formalities for the second meeting referred to in article 31.

ARTICLE THIRTY-FIVE – NUMBER OF VOTES

Each share entitles its holder to one vote.

ARTICLE THIRTY-SIX – VOTES

The meeting may not vote on items that were not mentioned on the agenda.

Unless otherwise provided by legal provisions in force, decisions are adopted by a majority vote, irrespective of the number of securities present or represented at the meeting.

With respect to the appointment of directors or auditors, if no candidate is elected by a majority vote, a second ballot is organized between the two candidates who obtained the highest number of votes. In case of a tie in the second ballot, the eldest candidate is elected.

Votes are expressed by raising hands, by calling names or through electronic devices, unless otherwise decided by the shareholders meeting.

If permitted by the convening notice, the shareholders who have complied with the attendance formalities referred to in article 31 can participate in the shareholders meeting by electronic means upon satisfaction of the conditions and formalities set out in the convening notice. This notice will provide indications as to the means used by the company to identify the shareholders participating by electronic means and whether they can take part to the deliberations of the shareholders meeting and/or ask questions.

11

The shareholders who have complied with the attendance formalities referred to in article 31 can vote remotely at any shareholders meeting by completing a form provided by the company, either by correspondence or, if permitted by the convening notice, by electronic means. Shares will be taken into account for the vote and the computation of the quorum only if the form provided by the company has been duly completed and returned to it no later than six days before the date of the meeting. Where the convening notice permits shareholders to vote remotely by electronic means, this notice will provide indications as to the means used by the company to identify the shareholders voting remotely.

An attendance list, which indicates the name of each shareholder and the number of shares registered for voting, is signed by each shareholder or its proxy holder before the meeting starts.

ARTICLE THIRTY-SEVEN – MINUTES

The minutes of shareholders meetings are signed by the officers of the meeting and by any shareholders asking to do so.

Extract and copies under private seal of such minutes to be produced in court or elsewhere must be signed by one director.

PART FIVE – INVENTORY AND ANNUAL ACCOUNTS – DISTRIBUTION

ARTICLE THIRTY-EIGHT – ACCOUNTING YEAR

The accounting year of the company begins on the first day of January and ends on the thirty-first day of December.

ARTICLE THIRTY-NINE – VOTE ON ANNUAL ACCOUNTS

The ordinary shareholders meeting hears the management report and auditors report and discusses the annual accounts.

Directors and auditors answer the questions asked by shareholders, in compliance with legal provisions in force.

The ordinary shareholders meeting votes on the adoption of the annual accounts.

After adoption of the annual accounts, the meetings votes separately on the discharge of liability of directors and auditors.

Such discharge is valid only to the extent that the annual accounts contain neither omission, nor false indication concealing the company’s genuine situation and, with respect to actions taken in breach of the articles of association, only if they have been especially indicated in the notice.

The management report, auditors report, annual accounts and all documents provided for in legal provisions in force are deposited by the board of directors at the National Bank of Belgium thirty days after they have been approved by the shareholders meeting.

ARTICLE FORTY – DISTRIBUTION

Five percent at least of the net profits is transferred to a legal reserve fund. When the accumulated legal reserve fund is equal to one tenth of the capital of the company, it is no longer compulsory to transfer further profits to the said reserve.

12

On proposal of the board of directors, the shareholders’ meeting may decide to transfer sums determined by the latter to the creation of, or the increase in, reserve funds or to a carried forward account or decide on a levy on available reserves or on the carried forward account from previous years.

The shareholders’ meeting determines the allocation of the balance of the net profits on the basis of a proposal of the board of directors. The shareholders’ meeting may allocate from time to time a part of such balance of the net profits to the directors and such amount will be shared between the directors in the proportion determined by resolution of the board of directors.

ARTICLE FORTY-ONE – PAYMENT OF DIVIDENDS

Dividends are paid out annually at the places and on the dates determined by the board of directors.

The board of directors may decide under its own responsibility to pay interim dividends to be charged on the profit of the current fiscal year and determine the date of their payment, in compliance with legal provisions in force.

PART SIX – DISSOLUTION – LIQUIDATION

ARTICLE FORTY-TWO – LIQUIDATION

The company may be wound up anticipatively at any time by a shareholders meeting, voting as provided for amending the articles of association.

If, as a result of losses, the company’s net assets amount to less than one half of the share capital, a shareholders meeting must be convened no later than two months as from the day the losses were noticed or should have been noticed pursuant to legal or statutory duties. Such meeting must vote in compliance with the procedure provided for amending the articles of association on a possible liquidation of the company and on other measures announced in the agenda.

The board of directors duly justifies its proposals in a special report available to shareholders at the registered offices of the company fifteen days before the meeting.

If, as a result of losses, the company’s net assets amount to less than one fourth of the share capital, the liquidation takes place if it is approved of by one fourth of the votes cast during the shareholders meeting.

When the net assets amount to less than the legal minimum share capital, any interested party may seize a court and request the liquidation of the company.

ARTICLE FORTY-THREE – WINDING-UP

Should the company be wound-up, what ever the cause or the time may be, the liquidation is carried out by liquidators appointed by the shareholders meeting or, failing such appointment, by the board of directors in charge at that time acting as a liquidation comity.

To this end, it benefits from the broadest possible powers under legal provisions in force.

The shareholders meeting determines the liquidators’ remuneration.

During the liquidation process of the company, auditors benefit from the same powers vis-à-vis the liquidator(s) as those they have vis-à-vis the board of directors under legal provisions in force.

13

ARTICLE FORTY-FOUR – SHARING AMONG SHAREHOLDERS

If all share are not equally paid-up, the liquidators take such disparity into account before sharing the net assets and reestablish a balance by treating all shares on an equal basis either by calling upon shareholders additional funds or by reimbursing first the shares that have been paid up in a greater portion in cash.

The balance is distributed equally among all shares.

PART SEVEN – GENERAL PROVISIONS

ARTICLE FORTY-FIVE – ELECTION OF DOMICILE

With respect to the enforcement of these articles of association, any registered shareholder domiciled in a foreign country, unless it has elected domicile in Belgium, any member of the management, any auditor and any liquidator hereby elects domicile at the registered offices of the company where all communications and notices may be made or summons served.

ARTICLE FORTY-SIX – GENERAL LAW

Parties agree to comply with legal provisions in force.

As a result, unless otherwise validly provided, all public policy provisions of law are deemed to be set forth in these articles of association and all provisions of these articles of association conflicting with such provisions of law are deemed not to exist.

A Director,                                                                                                   A Director,

14

EX-8.1

Exhibit 8.1

A. Fully Consolidated

		Ownership interest in %
		2014		2013		2012
Alfa Beta Vassilopoulos S.A.	81, Spaton Avenue, Gerakas, Athens, Greece		100.0		100.0		100.0
Alliance Wholesale Solutions, LLC(2)	145 Pleasant Hill Road, Scarborough, ME 04074, U.S.A		—		100.0		100.0
Anadrasis S.A.	81, Spaton Avenue, Gerakas, Athens, Greece		—		—		100.0
Aniserco SA	Rue Osseghemstraat 53, 1080 Brussels, Belgium		100.0		100.0		100.0
Athenian Real Estate Development, Inc.	145 Pleasant Hill Road, Scarborough, ME 04074, U.S.A.		—		—		100.0
ATTM Consulting and Commercial, Ltd.	Kyriakou Matsi, 16 Eagle House, 10th floor, Agioi Omologites, P.C. 1082, Nicosia, Cyprus		—		—		100.0
Boney Wilson & Sons, Inc.	145 Pleasant Hill Road, Scarborough, ME 04074, U.S.A.		100.0		100.0		100.0
Bottom Dollar Food Holding, LLC	2110 Executive Drive, Salisbury, NC 28147, U.S.A.		—		—		100.0
Bottom Dollar Food Northeast, LLC	2110 Executive Drive, Salisbury, NC 28147, U.S.A.		100.0		100.0		100.0
Bottom Dollar Food Southeast, LLC	2110 Executive Drive, Salisbury, NC 28147, U.S.A.		—		—		100.0
Centar za obuchenie i prekvalifikacija EOOD(3)	Bitolya 1A str, Varna, Bulgaria		—		100.0		100.0
C Market a.d. Beograd	Jurija Gagarina Street, 14, 11 070 Novi Beograd, Serbia		75.5		75.4		75.4
Delhaize Albania SHPK	Autostrada Tiranë – Durrës, Km. 7, Kashar, Albania		—		—		100.0
Delhaize America Distribution, LLC	2110 Executive Drive, Salisbury, NC 28147, U.S.A.		100.0		100.0		—
Delhaize America, LLC	2110 Executive Drive, Salisbury, NC 28147, U.S.A.		100.0		100.0		100.0
Delhaize America Shared Services Group, LLC	2110 Executive Drive, Salisbury, NC 28147, U.S.A.		100.0		100.0		100.0
Delhaize America Supply Chain Services, Inc.	2110 Executive Drive, Salisbury, NC 28147, U.S.A.		100.0		100.0		—
Delhaize America Transportation, LLC (previously Hannaford Trucking Company)	145 Pleasant Hill Road, Scarborough, ME 04074, U.S.A.		100.0		100.0		100.0
Delhaize BH d.o.o. Banja Luka(3)	Branka Popovića 115, 78000 Banja Luka, Bosnia and Herzegovina		—		100.0		100.0
Delhaize Digital Services Ltd(4)	10-18 Union Street, SE1 1SZ London, United Kingdom		100.0		—		—
Delhaize Distribution Luxembourg S.A.	Rue d’Olm 51, 8281 Kehlen, Grand Duchy of Luxembourg		100.0		100.0		100.0

Delhaize Finance B.V.(1)	Martinus Nijhofflaan 2, 2624 ES Delft, The Netherlands	—	100.0	100.0
Delhaize Griffin SA	Square Marie Curie 40, 1070 Brussels, Belgium	100.0	100.0	100.0
Delhaize Insurance Company, Inc.	76 St. Paul Street, Suite 500, Burlington, VT 05401-4477, U.S.A.	100.0	100.0	100.0
Delhaize Luxembourg S.A.	Rue d’Olm 51, 8281 Kehlen, Grand Duchy of Luxembourg	100.0	100.0	100.0
Delhaize Montenegro d.o.o. Podgorica	Josipa Broza Tita 23a, 81 000 Podgorica, Montenegro	—	—	100.0
Delhaize Serbia d.o.o. Beograd	Jurija Gagarina Street, 14, 11 070 Novi Beograd, Serbia	100.0	100.0	100.0
Delhaize The Lion America, LLC	2110 Executive Drive, Salisbury, NC 28147, U.S.A.	100.0	100.0	100.0
Delhaize The Lion Coordination Center S.A.	Rue Osseghemstraat 53, 1080 Brussels, Belgium	100.0	100.0	100.0
Delhaize “The Lion” Nederland B.V.	Martinus Nijhofflaan 2, 2624 ES Delft, The Netherlands	100.0	100.0	100.0
Delhaize US Holding, Inc.	2110 Executive Drive, Salisbury, NC 28147, U.S.A.	100.0	100.0	100.0
Delhome SA	Bld de l’Humanité 219/221, 1620 Drogenbos, Belgium	100.0	100.0	100.0
Delimmo SA	Rue Osseghemstraat 53, 1080 Brussels, Belgium	100.0	100.0	100.0
Delzon NV (previously Van Esch NV)(4)	Rue Osseghemstraat 53, 1080 Brussels, Belgium	100.0	—	—
Difraco BVBA(4)	Rue Osseghemstraat 53, 1080 Brussels, Belgium	100.0	—	—
Dofalex SCSA(1)	Rue Osseghemstraat 53, 1080 Brussels, Belgium	—	100.0	—
DZA Brands, LLC	2110 Executive Drive, Salisbury, NC 28147, U.S.A.	100.0	100.0	100.0
Ela d.o.o. Kotor	Trg od oruzja bb, Kotor, Montenegro	—	—	100.0
FL Food Lion, LLC	2110 Executive Drive, Salisbury, NC 28147, U.S.A.	—	—	100.0
Food Lion, LLC	2110 Executive Drive, Salisbury, NC 28147, U.S.A	100.0	100.0	100.0
Fourth Retained Subsidiary, LLC(3)	2110 Executive Drive, Salisbury, NC 28147, U.S.A.	—	100.0	—
Guiding Stars Licensing Company	145 Pleasant Hill Road, Scarborough, ME 04074, U.S.A.	100.0	100.0	100.0
Hannaford Bros. Co., LLC	145 Pleasant Hill Road, Scarborough, ME 04074, U.S.A.	100.0	100.0	100.0
Hannaford Energy, LLC	145 Pleasant Hill Road, Scarborough, ME 04074, U.S.A.	100.0	100.0	100.0
Hannaford Licensing Corp.	145 Pleasant Hill Road, Scarborough, ME 04074, U.S.A.	—	—	100.0
Hannbro Company	145 Pleasant Hill Road, Scarborough, ME 04074, U.S.A.	—	—	100.0
Harvey’s Stamping Company, LLC(2)	2110 Executive Drive, Salisbury, NC 28187, U.S.A.	—	100.0	100.0

Holding and Food Trading Company Single Partner LLC(1)	81, Spaton Avenue, Gerakas, Athens, Greece	—	100.0	100.0
Holding and Food Trading Company Single Partner LLC & Co Ltd Partnership(1)	81, Spaton Avenue, Gerakas, Athens, Greece	—	100.0	100.0
I-Del Retail Holdings, Ltd.	70 Sir John Rogerson’s Quay, Dublin 2, Ireland	100.0	100.0	100.0
J.H. Harveys Co., LLC(1)	727 South Davis Street, Nashville, GA 31639, U.S.A	—	100.0	100.0
Kash n’ Karry Food Stores, LLC(1)	3801 Sugar Palm Drive, Tampa, FL 33619, U.S.A.	—	100.0	100.0
Kingo NV	Rue Osseghemstraat 53, 1080 Brussels, Belgium	100.0	100.0	100.0
Leoburg NV	Rue Osseghemstraat 53, 1080 Brussels, Belgium	100.0	100.0	100.0
Liberval SA	Rue Osseghemstraat 53, 1080 Brussels, Belgium	—	—	100.0
Lion Lux Finance S.à r.l.	Rue d’Olm 51, 8281 Kehlen, Grand-Duchy of Luxembourg	100.0	100.0	100.0
Lion Real Estate Albania SHPK	Autostrada Tiranë – Durrës, Km. 7, Kashar, Albania	100.0	100.0	100.0
Lion Retail Holding S.à r.l.	Rue d’Olm 51, Z.I., 8281 Kehlen, Grand-Duchy of Luxembourg	100.0	100.0	100.0
Lithia Springs Holdings, LLC	P.O. Box 517, Ochlocknee, GA 31773, U.S.A.	60.0	60.0	60.0
Marietta Retail Holdings, LLC	3735 Beam Rd, Unit B, Charlotte, NC 28217, U.S.A.	0.0	0.0	0.0
Marion Real Estate Investments, LLC	2110 Executive Drive, Salisbury, NC 28147, U.S.A.	100.0	100.0	100.0
Martin’s Foods of South Burlington, LLC	145 Pleasant Hill Road, Scarborough, ME 04074, U.S.A.	100.0	100.0	100.0
MC Portland, LLC	145 Pleasant Hill Road, Scarborough, ME 04074, U.S.A.	100.0	100.0	100.0
Mega Doi S.R.L.	39-49 Nicolae Titulescu Avenue, 1st district, Bucharest, Romania	—	—	99.2
Mega Image S.R.L.	95 Siret Street, 1st district, Bucharest, Romania	100.0	100.0	100.0
Molmart NV	Rue Osseghemstraat 53, 1080 Brussels, Belgium	—	—	100.0
Morrills Corner, LLC	145 Pleasant Hill Road, Scarborough, ME 04074, U.S.A.	100.0	100.0	100.0
Oxon Run Inc.	2110 Executive Drive, Salisbury, NC 28147, U.S.A.	75.0	75.0	75.0
Piccadilly AD(3)	Istoria Slavyanobulgarska Street 21A, 1220 Sofia, Bulgaria	—	100.0	100.0
Points Plus Punten SA	Rue Osseghemstraat 53, 1080 Brussels, Belgium	100.0	100.0	100.0
Progressive Distributors, Inc.(5)	145 Pleasant Hill Road, Scarborough, ME 04074, U.S.A.	100.0	100.0	100.0

Redelcover S.A.	Rue de Merl 74, 2146 Luxembourg, Grand Duchy of Luxembourg	100.0	100.0	100.0
Retained Subsidiary One, LLC	2110 Executive Drive, Salisbury, NC 28147, U.S.A.	100.0	100.0	—
Risk Management Services, Inc.	2110 Executive Drive, Salisbury, NC 28147, U.S.A.	100.0	100.0	100.0
Second Retained Subsidiary, LLC(3)	2110 Executive Drive, Salisbury, NC 28147, U.S.A.	—	100.0	—
Serdelco S.A.S.	Parc des Moulins, Avenue de la Créativité 4, 59650 Villeneuve d’Ascq, France	100.0	100.0	100.0
Sinking Spring Retail Holdings, LLC	3735 Beam Rd, Unit B, Charlotte, NC 28217, U.S.A.	—	0.0	0.0
Smart Food Shopping SA	Chaussée de Wavre 42A, 5030 Gembloux, Belgium	100.0	100.0	100.0
SS Morrills, LLC	145 Pleasant Hill Road, Scarborough, ME 04074, U.S.A.	100.0	100.0	100.0
Summit Commons Retail Holdings, LLC	3735 Beam Rd, Unit B, Charlotte, NC 28217, U.S.A.	0.0	0.0	0.0
Superb Beverage Inc.	2110 Executive Drive, Salisbury, NC 28147, U.S.A.	0.0	0.0	0.0
The Pride Reinsurance Company, Ltd.	The Metropolitan Building, 3rd Floor, James Joyce Street, Dublin 1, Ireland	100.0	100.0	100.0
Third Retained Subsidiary, LLC(3)	2110 Executive Drive, Salisbury, NC 28147, U.S.A.	—	100.0	—
TP Srbija a.d. Kragujevac	Crvenog barjaka bb, 34000 Kragujevac, Serbia	100.0	100.0	100.0
TP Stadel d.o.o. Kragujevac(1)	Crvenog barjaka bb, 34000 Kragujevac, Serbia	—	100.0	100.0
Vadec NV(4)	Rue Osseghem 53, 1080 Brussels, Belgium	100.0	—	—
Victory Distributors, LLC	145 Pleasant Hill Road, Scarborough, ME 04074, U.S.A.	100.0	100.0	100.0
Zvezdara a.d. Beograd	Živka Davidovića 64, Beograd, Serbia	68.2	68.2	68.2

⁽¹⁾  Merged into a group company during 2014.

⁽²⁾  Liquidated in 2014.

⁽³⁾  Sold in 2014.

⁽⁴⁾  Newly created or acquired company during 2014.

⁽⁵⁾  Merged into a group company during 2015.

B. Joint Venture

		Ownership Interest in %
		2014		2013		2012
P.T. Lion Super Indo, LLC	Menara Bidakara 2, 19th Floor Jl. Jend. Gatot Soebroto Kav. 71-73 Pancoran, Jakarta Selatan 12870, Indonesia		51.0		51.0		51.0

Super Indo is accounted for as a joint venture applying the “equity method”, as Delhaize Group shares control with another party.

EX-12.1

Exhibit 12.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (15 U.S.C. § 7241)

I, Frans Muller, certify that:

1. I have reviewed this annual report on Form 20-F of Delhaize Group;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4. The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

5. The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

Date: April 29, 2015

/s/ Frans Muller

Frans Muller

President and Chief Executive Officer

EX-12.2

Exhibit 12.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (15 U.S.C. § 7241)

I, Pierre Bouchut, certify that:

1. I have reviewed this annual report on Form 20-F of Delhaize Group;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4. The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

5. The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

Date: April 29, 2015

/s/ Pierre Bouchut

Pierre Bouchut

Chief Financial Officer

EX-13.1

Exhibit 13.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Delhaize Group (the “Company”) on Form 20-F for the year ended December 31, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Form 20-F”), we, Frans Muller and Pierre Bouchut, President and Chief Executive Officer and Chief Financial Officer, respectively, of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to the best of our knowledge:

(i) the Form 20-F fully complies with the requirements of section 13(a) or section 15(d) of the Securities Exchange Act of 1934; and

(ii) the information contained in the Form 20-F fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: April 29, 2015

/s/ Frans Muller

Frans Muller

President and Chief Executive Officer

/s/ Pierre Bouchut

Pierre Bouchut

Chief Financial Officer

EX-15.1

Exhibit 15.1

Deloitte Bedrijfsrevisoren /

Reviseurs d’Entreprises

Berkenlaan 8b

1831 Diegem

Belgium

Tel. + 32 2 800 20 00

Fax + 32 2 800 20 01

www.deloitte.be

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in Registration Statement Nos. 333-89292, 333-139274 and 333-182715 on Form S-8 of our report, dated April 29, 2015, relating to the consolidated financial statements of Etablissements Delhaize Frères et Cie “Le Lion” (Groupe Delhaize) S.A and the effectiveness of Etablissements Delhaize Frères et Cie “Le Lion” (Groupe Delhaize) S.A.’s internal control over financial reporting, appearing in the Annual Report on Form 20-F of Etablissements Delhaize Frères et Cie “Le Lion” (Groupe Delhaize) S.A. for the year ended December 31, 2014.

Diegem, Belgium

April 29, 2015

The statutory auditor

/s/ Michel Denayer

DELOITTE Bedrijfsrevisoren / Reviseurs d’Entreprises

BV o.v.v.e. CVBA / SC s.f.d. SCRL

Represented by Michel Denayer

Deloitte Bedrijfsrevisoren / Reviseurs d’Entreprises

Burgerlijke vennootschap onder de vorm van een coöperatieve vennootschap met beperkte aansprakelijkheid /

Société civile sous forme d’une société coopérative à responsabilité limitée

Registered Office: Berkenlaan 8b, B-1831 Diegem

VAT BE 0429.053.863 - RPR Brussel/RPM Bruxelles - IBAN BE 17 2300 0465 6121 - BIC GEBABEBB

Member of Deloitte Touche Tohmatsu Limited

EX-15.2

Exhibit 15.2

UNDERTAKING TO FURNISH EXHIBITS PURSUANT

TO INSTRUCTION 2(B)(I) AS TO EXHIBITS TO FORM 20-F

The undersigned registrant acknowledges that it has not filed with the Securities and Exchange Commission (the “Commission”) copies of certain instruments with respect to long-term debt of the registrant, the amount of debt authorized under each of which does not exceed 10% of its total consolidated assets as of December 31, 2014, pursuant to the provisions of Instruction 2(b)(i) as to Exhibits to Form 20-F (the “Instruction”).

Pursuant to the Instruction, the undersigned registrant hereby undertakes to furnish to the Commission upon its request a copy of any such instrument.

This the 29th day of April, 2015.

DELHAIZE GROUP
By:	/s/ Pierre Bouchut
Pierre Bouchut
Chief Financial Officer