EXHIBIT 10.2
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Annual Report 2001 | LOCAL STRENGTH, GROUP EXPERTISE
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[DELHAIZE GROUP LOGO]
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[DELHAIZE GROUP LOGO]
CONTENTS
Financial Highlights 1
Letter of the Chairman and the CEO 2
Overview of Operating Companies 4
DELHAIZE GROUP'S COMMITMENT 6
Serving our Local Customers 8
Commitment to Associates 12
Dedication to Technical Innovation 16
Concern for Society 18
Creating Shareholder Value 22
DELHAIZE GROUP IN 2001 24
Business Review* 26
United States 26
Belgium 32
Rest of Europe 36
Asia 40
Financial Review* 42
Operational Statistics 48
FINANCIALS 49
Financial Statements 50
Notes to Financial Statements 55
10-year Overview of Financials 74
ADDITIONAL INFORMATION* 76
MANAGEMENT AND SHAREHOLDERS 78
Management Structure 78
Corporate Governance* 82
Shareholder Information 85
Glossary 88
* These chapters constitute the Directors' report.
Delhaize Group is a Belgian international food retailer operating in
10 countries on three continents. At the end of 2001, Delhaize Group's sales
network consisted of 2,444 stores. In 2001, Delhaize Group posted EUR 21.4
billion in sales and cash earnings of EUR 339.0 million. Delhaize Group employs
approximately 147,000 people. Delhaize Group is listed on Euronext Brussels and
the New York Stock Exchange.
To deliver superior value, Delhaize Group bases its strategy on achieving
leading positions in food retailing in key mature and emerging markets. This is
accomplished through strong local banners that build success by answering local
consumer needs while benefiting from the Group's size and successful practices.
Delhaize Group goes to market with a variety of locally adapted store formats,
of which the most common is the supermarket. The Group is committed to
maintaining high social, environmental and ethical standards.
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FINANCIAL HIGHLIGHTS
(EUR in millions, except per share amounts) % change vs previous year
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2001 2000 1999 2001 2000
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RESULTS OF OPERATIONS
Sales 21,396 18,168 14,310 +17.8% +27.0%
Operating cash flow (EBITDA) 1,649 1,275 976 +29.4% +30.6%
Operating profit (EBIT) 921 739 648 +24.6% +14.1%
Cash earnings 339 188 175 +80.6% +7.5%
Net earnings 149 161 170 -7.0% -5.4%
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FINANCIAL POSITION
Total assets 12,086 10,398 5,728 +16.2% +81.5%
Group equity (incl. minorities) 3,752 2,874 1,991 +30.5% +44.4%
Net debt 4,776 4,589 1,404 +4.1% +226.8%
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PER SHARE INFORMATION (in EUR)
Cash earnings 4.26 3.61 3.36 +18.2% +7.4%
Reported earnings 1.88 3.09 3.27 -39.2% -5.5%
Net dividend 1.08 1.02 0.93 +5.9% +9.7%
Shareholders' equity 46.75 26.23 20.88 +78.2% +25.6%
Share price (year-end) 58.45 50.65 74.80 +15.4% -32.3%
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RATIOS
Operating cash flow margin (EBITDA) 7.7% 7.0% 6.8%
Operating margin (EBIT) 4.3% 4.1% 4.5%
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OTHER INFORMATION
Capital expenditure 554 545 525 +1.6% +3.8%
Number of sales outlets 2,444 2,310 2,112 +5.8% +9.4%
Number of associates (thousands) 146.8 152.5 124.9 -4.2% +22.1%
Weighted average number of shares (thousands) 79,494 52,023 51,983 +52.8% +0.1%
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SALES CASH FLOW FROM OPERATIONS CASH EARNINGS PER SHARE
(in billions of EUR) (in millions of EUR) (in EUR)
[CHART] [CHART] [CHART]
1997 12.6 1997 805 1997 2.42
1998 12.9 1998 868 1998 3.02
1999 14.5 1999 976 1999 3.36
2000 18.2 2000 1,275 2000 3.61
2001 21.4 2001 1,649 2001 4.26
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Letter from the Chairman and the Chief Executive Officer
"For Delhaize Group, 2001 was a year of strong results and important structural
changes, from the share exchange with Delhaize America to the introduction of a
new management structure. A strengthened Delhaize Group is ready for more years
of growth."
Dear Reader,
For Delhaize Group, 2001 was a year of fundamental transformation. The Group
was strengthened through our share exchange with Delhaize America, the listing
on the New York Stock Exchange, our new management structure and the review of
our store portfolio. These measures led to a clearer ownership and operational
structure. They also extended the Group's shareholder base and paved the way
for more synergies and exchanges of successful practices among our operating
companies.
The redesigned management structure is a direct result of the new
organizational architecture. We created an Office of the CEO and reinforced the
Executive Committee. These important changes allow Delhaize Group to further
integrate and leverage the strengths of our different banners.
In 2001, the Board of Directors of Delhaize Group was expanded to include U.S.
and additional independent members. Moreover, Audit, Compensation and
Governance Committees were established to support the functioning of the Board.
These corporate governance measures and our continued investments in investor
relations are designed to fortify the relationship between the Group and the
financial community.
STRONG RESULTS | The strength of Delhaize Group is built on the strength of its
local banners and local management teams. Each of our companies defines a
strategy that best answers its local consumers' needs. This approach, combined
with the opportunities our new Group structure affords, is the key to our
continuing strong results.
Despite the many changes in 2001, our management teams stayed focused on the
day-to-day operations enabling Delhaize Group to achieve significant sales and
cash flow improvements even in a difficult economic environment. Sales exceeded
the EUR 20 billion mark growing by 17.8% to EUR 21.4 billion, both through new
store openings and growth in existing stores. The Group enlarged its network by
134 to a total of 2,444 stores.
Operating cash flow increased by almost 30% to EUR 1.65 billion or 7.7% of
sales - one of the highest margins in the food retail sector. This solid
enhancement was the result of sales growth, gross margin improvements,
successful cost control and the generation of operating synergies. The largest
banners in our Group - Food Lion, Hannaford and Delhaize "Le Lion" - again
showed their resilience and capacity to grow. Cash earnings per share grew by
18.2% to EUR 4.26. In addition, the strong operational cash flow and improved
working capital requirements resulted in EUR 456 million free cash flow.
In 2001, Food Lion, our largest U.S. banner, successfully balanced sales and
margin growth. This was also the first full year of consolidation of Hannaford,
the highly regarded food retail company in the Northeastern United States that
was acquired in the summer of 2000. The integration of Hannaford proceeded as
planned and all synergy targets were exceeded. These efforts resulted in a
comparable store sales growth of 1.4% and a high operating cash flow margin of
8.7% for Delhaize America.
In 2001, Delhaize Belgium successfully completed its three-year plan to
increase operating margins. Our operating cash flow margin reached 5.4% of
sales and Delhaize Belgium's comparable store sales grew
2 | Delhaize Group | Annual Report 2001
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4.9%. Alfa-Beta became the second largest Greek food retailer with the
acquisition of Trofo. Delvita focused on an in-depth store concept renewal in
its Czech and Slovak operations resulting in very positive sales growth in the
first remodelled stores.
PROMISING OUTLOOK | This year will mark the 135(th) year of Delhaize's
recognized expertise in food sales. We believe our never-ending commitment to
make Delhaize Group the best place to work and shop has been the driver of our
continued success.
Building upon the changes of 2001, Delhaize Group looks forward to continuing
its successful trend of sales and profit growth. The combination of the local
strengths of our companies with the development of Group expertise, will enable
Delhaize Group to continue, amid economic uncertainty and a challenging
competitive climate in our main markets, to grow our sales network, implement
new sales and margin initiatives, and integrate our various acquisitions.
These initiatives will strengthen Delhaize Group's position as a
high-performing international food retailer. We expect an expansion of our
sales network by 136 stores in 2002 to a total of 2,580. Delhaize Group plans
capital expenditure of approximately EUR 715 million in 2002. The modern store
portfolio and infrastructure, and the disciplined approach to capital
expenditure will allow the Group to continue its sales and profit growth, while
also focusing on decreasing the leverage of the balance sheet through the
ongoing generation of strong free cash flow.
ACKNOWLEDGEMENTS | Our success is the result of the continued support we
enjoyed throughout 2001 from all of our stakeholders.
[PHOTO]
/s/ Pierre-Olivier Beckers
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Pierre-Olivier Beckers,
President and Chief Executive Officer
We want to thank our 147,000 associates throughout the world for their endless
efforts to continuously improve our product offerings, customer service and
efficiency. We are proud of their work, and we assure them that because of our
commitment to excellence and thanks to our successes, they can remain proud to
work for Delhaize Group.
We also thank our millions of customers on three continents for their loyalty,
their appreciation of our work and their valuable feedback. They can count on
our commitment to continue to offer them the most valuable shopping experience.
And finally we want to thank our shareholders for their belief in our business
approach and our management teams.
[PHOTO]
/s/ Gui de Vaucleroy
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Gui de Vaucleroy,
Chairman of the Board of Directors
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OPERATING COMPANIES
Delhaize Group is operating a portfolio of local banners in ten countries on
three continents. These banners are structured in four regions: the United
States, Belgium, the rest of Europe and Asia.
[CHART]
Number of Stores
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U.S.: 59.7%
Belgium: 27.6%
Rest of Europe: 9.2%
Asia: 3.5%
[CHART]
Sales
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U.S.: 79.0%
Belgium: 15.0%
Rest of Europe: 5.1%
Asia: 0.9%
UNITED STATES
Delhaize America is Delhaize Group's largest operating company. At the end of
2001, Delhaize America operated 1,459 stores under the Food Lion, Hannaford and
Kash n' Karry banners. Delhaize America posted USD 14.9 billion (EUR 16.6
billion) sales in 2001 and accounted for 77.7% of Delhaize Group's sales (79.0%
including Super Discount Markets). This made it the second largest supermarket
operator on the East Coast of the United States.
[FOOD LION LOGO]
- -- 1,207 stores in 11 states in the
Southeastern and Mid-Atlantic U.S.
- -- Low price/low cost supermarket chain
- -- Convenient format
- -- Neighborhood locations
- -- #1 and #2 in 18 Southeastern and Mid-
Atlantic markets
[HANNAFORD LOGO]
- -- 114 stores in five states in the
Northeastern U.S.
- -- Full-service supermarkets
- -- Successful merchandising techniques
- -- Industry-leading performance
- -- #1 and #2 in five New England and
New York markets
[KASH N' KARRY LOGO]
- -- 138 supermarkets in Florida
- -- Focus on fresh and service departments
- -- Targeted to local demand
- -- #2 in Tampa/St. Petersburg
BELGIUM
Belgium is Delhaize Group's home market. At the end of 2001, Delhaize Group's
multi-format sales network in Belgium and the Grand Duchy of Luxembourg
consisted of 675 stores under a variety of banners. These can be grouped in
three categories: supermarkets, convenience stores and specialty stores.
Delhaize Belgium also offers e-commerce services. In 2001, Delhaize Belgium
posted EUR 3.2 billion sales, 15.0% of Delhaize Group's sales.
[LOGOS]
- -- 117 integrated and 183 affiliated
supermarkets
- -- Large surface and assortment stores
- -- High-quality fresh assortments and
services
- -- #2 in Belgium
[LOGOS]
- -- 148 proximity stores
- -- Focus on fresh food and meal solutions
- -- Selective assortment
- -- Neighborhood locations
[LOGO]
- -- 133 corporate or franchised Di stores
- -- Specialized in health and beauty products
- -- #1 in Belgium
[LOGO]
- -- 94 franchised Tom & Co stores
- -- Specialized in pet food and accessories
- -- #1 in Belgium
4 | Delhaize Group | Annual Report 2001
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REST OF EUROPE
From the early 1990s, Delhaize Group expanded to Central and Southern Europe.
With activities in Greece, the Czech Republic, Slovakia and Romania, Delhaize
Europe is a leading supermarket operator in this region. At the end of 2001,
Delhaize Group operated 224 stores in Central and Southern Europe. Delhaize
Europe realized EUR 1.1 billion sales, which is 5.1% of Group sales.
[LOGOS]
- -- 93 supermarkets and 11 cash & carry
stores in Greece
- -- High-quality fresh products and service
- -- Broad geographical presence
- -- #2 in Greece
[LOGOS]
- -- 94 stores in the Czech Republic
and 16 stores in Slovakia
- -- Focus on fresh products and services
- -- Strategic urban locations
- -- #1 in Prague
[LOGO]
- -- 10 supermarkets in Romania
- -- Fresh products at low prices
- -- Strong brand recognition
- -- #1 in Bucharest
ASIA
Delhaize Group's Asian activities form the Group's most recent addition. The
Group entered Asia in 1997. At the end of 2001, Delhaize Group operated 86
supermarkets in three Asian countries: Thailand, Singapore and Indonesia. In
2001, the Asian activities of Delhaize Group posted EUR 187.0 million of sales,
0.9% of Delhaize Group's total sales.
[LOGO]
- -- 26 supermarkets in Thailand
- -- Convenient discount supermarkets
- -- Locally adapted assortment
- -- Focus on fresh products
[LOGO]
- -- 31 supermarkets in Singapore
- -- Every day low prices
- -- Special attention for fresh products
- -- #3 in Singapore
[LOGO]
- -- 29 supermarkets in Indonesia
- -- Fresh products at every day low prices
- -- Neighborhood supermarket
- -- #2 in Jakarta
[CHART]
Cash Flow from Operations
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U.S.: 87.7%
Belgium: 10.5%
Rest of Europe: 2.8%
Asia: 0.2%
[CHART]
Number of Associates
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U.S.: 77.5%
Belgium: 10.4%
Rest of Europe: 8.4%
Asia: 3.7%
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"It's all about commitment"
[IMAGE]
6 | Delhaize Group | Annual Report 2001
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In the next pages, we tell you about the commitment everyone at Delhaize Group
shares, regardless in which country, in which department or at which level in
the organization we work:
Serving our Local Customers | Commitment to Associates
Dedication to Technical Innovation | Concern for Society
Creating Shareholder Value
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[PHOTO]
SERVING OUR LOCAL CUSTOMERS
Delhaize Group is an international group of local companies that build success
by being best at answering local consumer needs while benefiting from the
Group's size and successful practices.
Eating habits differ from country to country. Delhaize Group, therefore,
approaches each market with differentiated products and store formats. The
Group's banners are positioned for different consumers or consumer occasions in
different places.
Recommending how to address a particular market's preferences is left to the
management of the local operating companies of Delhaize Group because people in
the field know and anticipate best their local customer needs and tastes. A
variety of marketing tools are used by each operating company to determine the
needs of its customers.
In response to consumer information, Hannaford's "Festival" strategy focuses on
offering a wide variety of high quality meat and produce items, paired with an
exceptional shopping experience. In response to the major demographic changes
in their markets, Food Lion and Kash n' Karry stores developed a broad range of
ethnic food.
In many operating companies of Delhaize Group, the buyers explore new trends in
cuisine, offering customers the possibility of traveling the world of flavors
without leaving home. If such products do not exist among the national brands,
the Delhaize Group buyers do not hesitate to develop them with suppliers under
their private labels.
[PHOTO]
AN ASIAN SUPERMARKET
In Asia, Delhaize Group's operations have to compete with the popular
traditional open-air "wet markets". This is done by adapting local store
formats in each country. To develop these formats, the Group started to study
local eating and shopping habits. The Delhaize Group's Asian supermarkets offer
the freshness and low price of the wet markets but in a more hygienic and
convenient location in residential areas.
Delhaize Group's constant push to innovate in anticipation of new customers
needs has made it a pioneer in organic products.
Delhaize Belgium has more than 400 organic food products in its supermarkets
and has even opened a store under the Bio Square banner exclusively selling
organic products. Hannaford's Nature's Place offers an extensive variety of
natural and organic products, and Delvita was the first food retailer in the
Czech Republic to launch a "Bio" label.
CONVENIENCE | The modern shoppers are time-starved. They not only want to
find food items fast, but they are also demanding quick meal solutions. The
time dedicated to shopping and cooking is decreasing dramatically. Due to their
convenient size, their neighborhood locations and adjacent parking, and the
high density network of stores, Delhaize Group's supermarkets allow customers
to purchase their day-to-day necessities efficiently.
The needs of the customers in New England and upstate New York are addressed
with large full service stores under the Hannaford banner. Customers in the
Southeastern United States and Mid-Atlantic states prefer mid-sized Food Lion
supermarkets and in Florida, the Kash n' Karry supermarkets contain large fresh
food departments.
8 | Delhaize Group | Annual Report 2001
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build success by being best at answering local consumer needs
Delhaize Belgium addresses the needs of its customers not only with its
supermarkets but also through proximity stores and its home delivery operation,
Caddy-Home. Alfa-Beta and Delvita are the undisputed leaders in convenience in
Greece and the Czech Republic, respectively, resulting in the highest brand
awareness among supermarket chains in their countries.
Shopping can also be simplified through technology. In Food Lion, Hannaford or
Delhaize "Le Lion" supermarkets, clients can request information, receive
coupons or order products via in-store kiosks or terminals. Delhaize Belgium,
Food Lion and Hannaford are all offering or testing self-scanning.
Whether it is through meal solutions, ready-cooked counters or in-store
bakeries, the Group combines culinary quality and creativity with care for
customers' precious time.
VALUE
An innovative product assortment and convenience are only part of what the
customer wants. Delhaize Group has an answer to customer needs in the ten
countries in which it operates, responding to customers' focus on price and
convenience, or on choice and service.
Food Lion, the largest company in the Delhaize Group, is a pioneer in "Every Day
Low Prices." Its customers shop for their every day needs in a convenient
environment offering low prices. Food Lion keeps this price competitiveness due
to its highly disciplined cost control and the economics of scale due to its
high density network.
Like Food Lion, the Asian companies of the Group developed an "Every Day Low
Prices" policy, offering their customers fresh products at the same prices as
the traditional open-air, wet markets.
Other Delhaize Group supermarket chains focus more on choice, fresh products and
service, but always at a fair price. Early in 2002, Delhaize Belgium
significantly reduced its prices, aiming at offering its customers consistent
fair prices without on-sale promotions. Hannaford, Alfa-Beta, Delvita and Mega
Image follow a similar price approach.
In some operating companies, private label products are an important part of a
value proposition. They allow Delhaize Group to provide customers with a lower
price for a high quality product and introduce new culinary trends. At the end
of 2001, Food Lion private label products represented 17% of total sales. At
Delhaize Belgium, private label products accounted for more than 30% of total
sales, and at Alfa-Beta and Delvita they are growing rapidly in importance.
[PHOTO]
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The loyalty card is another instrument to channel price savings to customers in
some units of the Group. At the end of 2001, Delhaize Group had more than 16
million loyalty cards issued to its customers. The cards differ from one country
to another and are adapted to local needs. In all cases, the different companies
use them actively in their relationship with their customers.
Food Lion, one of the pioneers of the loyalty card in the United States, has
almost eight million cardholders actively using the MVP program. Kash n' Karry
has over one million active cardholders using its Preferred Customer Club (PCC)
program. The MVP card, which accounts for approximately 75% of Food Lion's
sales, delivers weekly specials that highlight value to the customers. In 2001
alone, Food Lion customers saved over USD 800 million (EUR 893 million) by using
their MVP cards.
In Belgium, the Plus card celebrated its 10(th) anniversary in 2001 with more
than 90% of sales made through the 2.6 million active cards. The card also
offers additional advantages to customers through external partnerships,
extending the Plus card network to more than 1,000 stores. Alfa-Beta has its
popular AB Plus loyalty card, and in 2001 Shop N Save joined "More Rewards",
Singapore's largest loyalty program.
Some of Delhaize Group's companies using loyalty cards offer additional value to
their customers through direct marketing approaches, such as targeted mailings
in conjunction with promotions and call center contacts. Customer Relationship
Management (CRM), developed by combining customer databases and micro-marketing
strategies, allows target promotions based on parameters such as the frequency
of visits, basket level or category preferences.
FOOD SAFETY
All Delhaize Group companies are committed to providing safe, high quality food.
The increased health awareness of consumers worldwide, the fast international
expansion of the Group and the various food crises that have emerged over the
last years, notably in Europe, have reinforced our firm commitment. Food offered
by the Group must be safe and all measures are taken to reach that goal.
The Delhaize Food Safety Synergy Group brought together the food safety experts
of the companies of the Group to exchange their successful practices and develop
the "Delhaize Food Safety Guidelines." These Guidelines, valid in all of the
Delhaize Group's operating companies, define food safety training, measurement
and crisis management and the appropriate use of HACCP.
[PHOTO]
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The operating companies of the Group impose strict requirements on their
suppliers to secure additional quality and food safety guarantees. Information
provided to customers on labels is expected to be clear and precise. Overriding
strict rules and controls are enforced at each level of the supply chain, from
the suppliers to the checkout. All U.S. banners of the Group buy meat products
only from sources that are approved by governmental agencies.
Operating companies of Delhaize Group conduct regular internal and external food
safety audits in their stores and with their private label product
manufacturers. Private label products are regularly tested to ensure they meet
specifications for quality.
Significant effort is dedicated to training associates in food safety issues. At
Food Lion, store managers must successfully complete a nationally recognized
food safety program before they can graduate from the Store Manager College.
A computer based training program has also been developed to train associates on
food safety. Twice a year, Food Lion associates participate in food safety
awareness initiatives.
Delhaize Belgium developed the traceability of its products with, among others,
quality certification for meat or eggs. Today, Delhaize is the only Belgian food
retailer with an officially recognized label for pork that is inspected by
external organizations.
[PHOTO]
ETHNIC FOOD
The Hispanic and Latino population has grown more than 50% in the United States
since 1990. This consumer group is looking to find the items that it knows and
loves at a great price. Food Lion has been able to answer this call by
identifying the high-demand products of these customers and adding them to their
shelves. Today, shoppers will find Hispanic and Latino items in 800 of Food
Lion's 1,200 stores.
SYNERGIES
Delhaize Group's customers enjoy the strength of their local supermarkets,
partly thanks to the global expertise of Delhaize Group.
The financial strength of the Group allows its different operating companies to
invest in modern stores and infrastructure. Aggregated buying power allows
Delhaize Group to obtain more attractive price conditions. The Group's
investments in information technology make the latest applications available to
the operating companies. The Group offers training and skills enhancement
programs to its personnel across all companies. And finally, the vast knowledge
network of a global food specialist like Delhaize Group gives the operating
companies access to the world's most successful practices in food retailing.
Through membership in the WorldWide Retail Exchange (WWRE), the different
companies of Delhaize Group are able to enjoy substantial price reductions.
Major purchasing savings are also realized at the regional levels. By combining
the private label sourcing programs of Food Lion, Hannaford and Kash n' Karry
with one broker, significant savings have been achieved. In 2001, the European
operations of Delhaize Group became a member of EMD, the largest European buying
group, which allows them to gain scale for both their private label purchase
programs as well as their common purchasing.
The share exchange completed with Delhaize America and the introduction of a
more integrated management structure in 2001 will allow Delhaize Group to
propagate these benefits more easily in the future. In a host of areas such as
information technology, purchasing, finance, risk management and food safety,
important projects are underway to create synergies and exchange successful
practices.
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[LOGO]
COMMITMENT TO ASSOCIATES
The major contributors to the success of Delhaize Group are its recognize them
accordingly. By its commitment to its 147,000 associates, Delhaize Group
Delhaize Group's goal is to attract, motivate and retain talented individuals
who embody its values: quality, creativity, accountability, simplicity, group
spirit, humor and integrity. Key elements the Group stresses are team spirit,
responsibility and personal development.
Delhaize Group attaches great importance to diversity and sees it as an
opportunity to reinforce its fundamentals and create a distinct competitive
advantage. The Group is striving to create a permanent and underlying awareness
of the power of diversity by training sessions and distributing publications on
the subject to its associates.
LOCAL, GLOBAL
Delhaize Group is a federation of local companies, not a centralized, monolithic
structure. Therefore, the focus is on empowerment. The Group encourages the
development of local management teams, giving them considerable independence and
autonomy, in order to improve our response to customer needs.
Delhaize Group strives to create cross-border team spirit, communication and
[PHOTO]
READY FOR THE EURO
In 2001, more than 15,000 associates were trained in Belgium and Greece for the
transition to the Euro. The objectives were:
- - teach people to give the correct change;
- - teach them to give as few coins in change as possible;
- - reduce the waiting period at the checkouts.
The preparation was accomplished through a combination of lectures and hands-on
experience. In Belgium, the training program was divided into two phases. In
September 2001, 2,000 super-trainees' took part in an initial training course.
Afterwards they trained their colleagues in their respective workplaces. Thanks
to these large-scale training initiatives, Delhaize Group's customers have been
served well during these weeks of transition.
exchange of ideas through training workshops, associate exchanges, working
groups, conference calls, intranets and knowledge management systems. In some
management domains, the Group has launched transnational synergy groups. Their
objective is not to impose international procedures, but to exchange ideas and
best practices and investigate opportunities for creating added value.
Delhaize Group embraces associates' ideas and suggestions for improving its
business. Open communication is encouraged at each of the Group's companies.
PERSONAL DEVELOPMENT
Delhaize Group offers its associates personal development opportunities and
encourages internal promotion. These policies result in a more motivated
workforce as well as exchanges between different departments and operating
companies. Hannaford, for instance, institutionalized its internal promotion
policy in 2001 through its Career Track Program. The Program creates a committee
within each store and each district to forecast managerial needs and to make
sure
12 Delhaize Group Annual Report 2001
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associates. The Group strives to develop, reward and better serves its customers
and its other stakeholders.
there is someone trained and ready to step into each position as it becomes
available.
Delhaize Group attaches great importance to training and development. It
strengthens its associates and prepares them for new career opportunities.
Simultaneously, it reinforces the Group with individuals who can effectively
address today's demanding and rapidly changing world.
Each year, the Group organizes a high-level international seminar for managers
from different countries. The seminar focuses on improving their management
skills and providing the opportunity for an international exchange of ideas.
In 2001, Food Lion started a new initiative, Organizational Development, charged
with the creation of the environment, processes and systems to leverage Food
Lion's human resources. In 2001, Food Lion doubled its number of field trainers
and extended the Store Managers College program. At Hannaford, computer-based
multimedia training is the format of choice for training associates.
[PHOTO]
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In Belgium, young managers are trained through the Junior Management Program
known as JuMP. Store personnel are trained via the Job Training and Wine
Training Schools. In 2001, more than 15,000 associates were trained in Belgium
and Greece in preparation for the transition to the Euro. In 2001, all Delhaize
Belgium cashiers began participating in a course, "The Work at the Cash Desk",
covering issues in the fields of ergonomics, customer care and communication.
In Greece, Alfa-Beta ran more than 130 training programs in 2001 with almost
2,000 participants. In the Czech Republic and Slovakia, Delvita started its
Retail Academy in 2001, providing training on core-business issues for
high-potential associates. By participating in the two-days-a-month program
over a one-year span, associates can prepare for future management positions
with the assistance of internal Delvita trainers.
AN ATTRACTIVE WORKPLACE
To attract and retain talented and motivated people, Delhaize Group pays its
associates in each of the local markets a fair wage, based on their skills and
experience, the local cost of living and the expected added value to the Group.
The compensation of management is divided between base pay, short-term incentive
plans linked to annual targets and long-term plans primarily in the form of
stock options of the Group. Through the stock option plans, Delhaize Group seeks
to align management compensation with the Group's shareholder value.
[PHOTO]
MULTIMEDIA TRAINING
In an organization like Hannaford comprised of approximately 20,000 people in
more than 100 locations, training needs to be consistent from store to store. To
maintain this consistency, multimedia technology became Hannaford's training
tool of choice. Computer-based training allows information to be delivered at a
significantly higher success rate than speaker-based training. Hannaford
developed CDs for training in, among other subjects, safety, tobacco and alcohol
sales, procedures, corporate policies, customer service and inventory
management.
Associate recognition however is not only tied to financial achievements. All
Delhaize America banners, for instance, have associate recognition programs,
which allow associates to earn recognition and rewards for outstanding
performance in different categories such as culture building, milestone events
and celebrations, health and safety, and leadership. In Singapore, Shop N Save
launched in 2001 its Associate of the Month Award, recognizing high performance
individuals.
Keeping people informed also helps to motivate them. In its Corporate
Communication Guidelines Delhaize Group aims at making sure there is no time lag
between internal and external information. The Group invests significantly in
internal communication such as newsletters, intranets, email, management
meetings and training sessions.
Delhaize Group's operating companies strive to provide a safe environment in
their stores, distribution centers and industrial plants. Food Lion's
distribution centers hold quarterly driver safety meetings. In 2001, Food Lion
started a driver's newsletter, which covers a variety of subjects, but
emphasizes safety. Each department manager is responsible for training all new
Food Lion associates in safety issues. In December 2001, Hannaford Trucking
received the Trailermobile "Safe Carrier of the Year" award, which recognizes an
outstanding safety record for a private carrier travelling more than 10 million
miles.
14 Delhaize Group Annual Report 2001
E-21
DELHAIZE GROUP ASSOCIATES
- -------------------------------------------------------------------
2001 2000 1999
- -------------------------------------------------------------------
Full-time 63,186 63,734 53,520
Part-time 83,599 88,755 71,413
Full-time equivalent 106,391 110,584 93,468
- -------------------------------------------------------------------
Male 71,882 74,767 61,534
Female 74,903 77,722 63,399
- -------------------------------------------------------------------
Delhaize America 113,712 120,440 93,668
Super Discount Markets -- 1,992 1,917
Delhaize Belgium 15,317 14,877 14,066
Alfa-Beta 6,248 4,165 4,007
Delvita 5,493 5,683 6,312
Mega Image 593 513 --
P.G. -- -- 1,500
Food Lion Thailand 1,424 1,093 819
Super Indo 2,680 2,407 1,443
Shop N Save 1,227 1,251 1,135
Others 91 68 66
- -------------------------------------------------------------------
TOTAL 146,785 152,489 124,933
- -------------------------------------------------------------------
[PHOTO]
15
E-22
[PHOTO]
DEDICATION TO TECHNICAL INNOVATION
Technology facilitates anticipating and responding the needs of loyalty. It also
supports the Delhaize Group's pursuit of increasing sales and margins, cost
CONSUMER CONVENIENCE
New technologies offer our consumers more shopping convenience. Loyalty cards,
self-scanning installations, in-store kiosks and computer terminals are
instruments to increase the convenience of our operations. Delhaize Belgium has
developed an integrated e-commerce approach allowing customers to order by
internet, telephone or fax, from home, office or store, and have the order
delivered at home, in a store or at a pick-up location.
STORE OPERATIONS
Technical systems and applications can significantly increase store operations
efficiency. They result in quicker access to information, better service,
broader variety, improved quality, lower out-of-stocks and cost reduction.
Hannaford is rolling out a range of applications within a wireless network to
all of its stores, allowing store personnel to access information anytime. Food
Lion has started an aggressive computer program, installing three workstations
in each of its stores, supporting multimedia and web-based applications for
training, inventory and labor management. In 2002, over 500 Food Lion
[PHOTO]
WIRELESS TECHNOLOGY
Hannaford's wireless technology program includes the use of hand held devices
that allow access to information anywhere in the Hannaford system at any time.
The wireless application can be customized for each store to meet its specific
customer needs and improve its ordering process. The program has afforded
increased sales, reduced inventory and improved earnings. It also allowed
Hannaford to meet its quality, variety, value and service commitment to
customers.
stores will receive a new cash desk configuration as part of a full front-end
refurbishment.
Delhaize Belgium has rolled out an intranet application to all its corporate
stores, improving the information flow and accessibility for store staff. It
also drives operational efficiency at store and headquarters levels.
The operating companies of Delhaize Group are cooperating globally on the
development of the next generation of in-store front and back office management
solutions. Pilot projects will be conducted in some Hannaford and Delhaize
Belgium stores in 2002.
SUPPLY CHAIN
The supply chain is a growing focal point in retailing. Too much working capital
is tied up in unproductive inventories. A better flow of information between
retailers and suppliers can improve the quality of products, decrease costs,
limit out-of-stocks and limit inventories.
Delhaize Group continues to extend the use of Electronic Data Interchange (EDI)
to speed up and simplify the electronic transmission of orders, advance shipping
notes and invoices with its vendors. Having reached a high level of utilization
of more than 95%, Food Lion is now migrating its EDI infrastructure to an
internet technology
16 Delhaize Group Annual Report 2001
E-23
the customers, improving their convenience and customer reduction, profitability
and inter-company cooperation.
platform in order to reduce processing costs and extend services to smaller
vendors.
Through a private exchange solution, Food Lion has facilitated two-way
communications with its vendors as well as the flow and accessibility of
information throughout the Company. In 2002, Food Lion's private exchange
solution will be extended to the companies of Delhaize Group in Europe and Asia.
Delhaize Belgium has set up a supplier extranet, allowing suppliers to benchmark
their performances and obtain better supply chain efficiency. An integrated
purchasing and logistics application is being rolled out in different operating
companies of Delhaize Group.
WAREHOUSE MANAGEMENT
Delhaize Belgium has started a project centralizing the total assortment of
slow-moving items in one dedicated distribution center. This location will be
able to deliver lower quantities to the stores, allowing important stock
reduction. Caddy-Home's picking and receiving operations have been improved by
the introduction of voice recognition equipment, enabling paperless dispatch of
warehouse operations.
During the second quarter of 2001, Hannaford's Butner, North Carolina,
distribution center began to supply health and beauty care merchandise to Food
Lion. Food Lion purchases the products while Hannaford oversees warehouse and
transportation operations. The next phase of the project will add general
merchandise and specialty foods.
PROCUREMENT
Delhaize Group is one of the founding members of the WorldWide Retail Exchange
(WWRE), the largest electronic business-to-business market place in the world,
which allows the Group to generate significant savings. Today, Delhaize Group
participates actively in different initiatives of the WWRE: electronic auctions
and aggregate purchases for direct and indirect goods, catalogue synchronization
and Collaborative Planning Forecasting and Replenishment (CPFR).
SYNERGIES
New technology allows business processes of the different companies of Delhaize
Group to be progressively aligned to the best solution
The introduction of voice recognition improved the efficiency of Caddy Home's
distribution center significantly.
[PHOTO]
components in use in Delhaize Group. Technology also enables easy and quick
distribution of information among the Group's operations, thus facilitating the
exchange of knowledge and the initiation of synergies.
Delhaize Group has implemented an internal catalog for private label goods and
indirect goods enhancing easy and transparent information access and exchange.
It also stimulates aggregated buying and sourcing among all operating companies.
A knowledge management project has been established to facilitate the sharing of
successful practices. Its roll out at Food Lion and Delhaize Belgium is
anticipated in 2002. Additionally, Delhaize Group has put an intranet, called
the Lion Net, at the disposal of its staff members for distributing information
about activities of the Group and its operating companies.
| 17
E-24
[LOGO]
CONCERN FOR SOCIETY
Delhaize Group believes that a company must take responsibility growth to be
sustainable for future generations.
Corporate citizenship goes beyond the economic role Delhaize Group plays as an
international food retailer. It applies also to the concern that Delhaize Group
shows for the environment and people. The Group is conscious that its day-to-day
retail activities have an impact on both.
ENVIRONMENT
Delhaize Group takes significant steps to measure and reduce the negative
consequences its activities might have on the environment. The Group believes
that its passion for fresh, safe, quality food goes hand in hand with caring for
the world where these products are grown and consumed.
Since energy is scarce, expensive and can cause pollution, Delhaize Group works
to avoid unnecessary energy dissipation, whether in the development or
remodelling of stores or the transportation or storage of products.
In 2001, Food Lion became the second grocer recognized by the U.S. Environmental
Protection Agency as meeting the Energy Star efficiency requirements. Delhaize
Belgium installed a
ENERGY STAR PROGRAM
In 2001, Food Lion became the second grocer recognized by the EPA (U.S.
Environmental Protection Agency) for meeting the Energy Star efficiency
requirements, a program that helps companies save energy as a way to improve
financial performance and protect the environment. For Food Lion this meant
installing energy-efficient lighting, heating and cooling equipment as well as
practicing energy conservation in each store. This included teaching associates
to turn off unnecessary lights, close cooler and freezer doors and stock cases
properly. Each new and remodeled Food Lion store, equipped with energy savings
equipment and building materials, saves about 43,000-kilowatt hours of
electricity each year, enough to power four American homes for an entire year.
The energy savings at each store also prevent 63,700 pounds of carbon dioxide
emissions each year, about the same amount of pollution produced by 4,500 cars
annually. Because of its outstanding efforts, the EPA named Food Lion "Partner
of the Year" in March 2002.
new control system for the cold-storage chambers of 30 supermarkets, resulting
in a 30% energy reduction. This system will be installed in the other Belgian
supermarkets. Alfa-Beta installed an energy-efficient lighting system in several
stores and a building management system for monitoring and controlling the
performance and energy use of all refrigeration from a central location.
Distribution inevitably involves transport, which creates exhaust gases. To
limit these, the operating companies of Delhaize Group work as much as possible
with central distribution centers. By incorporating the centralized Alfa-Beta
logistics system into Trofo's operations, the number of daily delivery drops was
reduced in 2001 from 52 to 10 per store. Delhaize Belgium developed
sophisticated information technology systems to calculate the most efficient
transportation routes for its trucks. Another way the Group tries to minimize
the truck journeys is by back hauling, whereby trucks returning from store
deliveries carry merchandise produced by suppliers in the stores' regions back
to the central warehouse.
Food Lion has replaced more than half of its trucks with more environmentally
friendly and fuel-efficient vehicles. It also recycles all truck-related waste,
such as oil and tires. Delhaize Belgium and Alfa-Beta
18 | Delhaize Group | Annual Report 2001
E-25
for social and environmental needs. Delhaize Group wants its
reduce pollution caused by transport by the use of innovative techniques and
materials, including environment-friendly oil and engine coolants as well as
re-rubberization of worn tires.
Waste reduction is being achieved by establishing sophisticated reverse
logistics systems. Empty bottles, paper, cardboard, plastic and refuse from
fresh products are recycled, reused, or made into usable products to the extent
possible. After their store deliveries, empty trucks take the collected waste to
the distribution centers, where it is processed. Delhaize Group's operating
companies also are permanently seeking new types of reusable or biodegradable
packaging.
Some statistics on waste reduction in 2001:
- - Hannaford distributed over 27,000 fabric shopping bags to customers,
who receive a five-cent refund for re-using each fabric bag
- - Food Lion and Kash n' Karry recycled 145,000 tons of cardboard and 6.3
million pounds of plastic
- - Delhaize Belgium processed 22,000 tons of cardboard, 1,300 tons of
plastic and 2,400 tons of fresh products refuse. It also sorted more
than 20 million reusable crates.
[PHOTO]
By closely monitoring the performance of its refrigerators, Food Lion
significantly reduces its energy use.
The increased consumer awareness of the origin and environmental impact of
foodstuffs has led to a rapidly growing demand for natural and organic food
products. This was reinforced by several severe food crises, especially in
Europe. In 1985, Delhaize Belgium pioneered by launching its first organic food
products. At the end of 2001, Delhaize Belgium offered an assortment of more
than 400 organic products. The Group also offers a broad organic assortment in
the United States, Greece and the Czech Republic and will continue to develop
this category.
By stimulating the growth of biological agriculture, Delhaize Group wants to
contribute to the reduction of water and soil contamination. The Belgian
operations of Delhaize Group sponsors the "10 out of
19
E-26
10" project of the Association for Better Environment. The goal of this project
is to have 10% of Belgian agriculture biological by 2010. Alfa-Beta received a
medal from the Arcadian Society of Bio-Agriculture for its contribution to the
promotion of organic products in Greece.
Modern biotechnology is advancing rapidly and developments in the food industry
are controversial. Delhaize Group constantly strives to ensure safety, clear
information and consumer choice. The Group works closely with regulatory
authorities in the different countries where it operates to assure that the
products made with Genetically Modified Organisms (GMOs) are tested for their
safety and environmental impact.
Furthermore, Delhaize Group believes that its customers have a basic right to
know the relevant information about the products that they buy, including
information about the use of GMOs. It determines, again in close cooperation
with the authorities, the appropriate food labeling, including information about
genetically modified foods or foods containing genetically modified ingredients.
In Belgium, Greece and the Czech Republic, Delhaize Group has introduced
GMO-free private label products, offering its customers the choice between
products with or without Genetically Modified Organisms (GMOs).
Delhaize Group's operating companies actively support nature preservation. Tom &
Co, Delhaize Belgium's chain of specialized pet food and accessories stores,
sells membership in and welcome packages and products from Natuurpunt, Flanders'
largest association for nature conservancy and education. Hannaford contributed
USD 150,000 in 2001 to the Nature Conservancy of Maine to preserve land and
other natural resources.
[PHOTO]
FOOD EDUCATION FOR CHILDREN
After extensive research, conducted with dieticians, pediatricians and teachers,
which highlighted the poor eating habits of primary school pupils, Delhaize
Belgium developed an educational project to sensitize children to healthy and
balanced nutrition. This project, "Health Freak Kids," contains theoretical and
practical parts: a class visits a supermarket for a guided journey of discovery,
followed by a game in the store. The goal is to retrieve the food products
representing the different categories of the food pyramid and compose a balanced
breakfast, while counting calories. In 2001, 40,000 children participated in
this project.
PEOPLE
Delhaize Group is concerned for the environment and for the people who live in
it.
A primary responsibility, directly linked to Delhaize Group's core business, is
food quality and safety. The Group does its utmost to offer consumers a wide
range of safe, high-quality products, and permanently sustains a focused and
integrated approach, based on risk analysis, traceability and accountability.
Food Lion has a successful program for diversity in its own workforce and offers
a dedicated Supplier Diversity Program. This program, which fosters making
purchases from companies owned by women or minorities, was granted the
Corporation of the Year - The Rising Star Award by the Virginia Regional
Minority Supplier Development Council in 2001.
Delhaize Belgium stimulates fair trade by selling Max Havelaar and Oxfam World
Shop products in its supermarkets. These organizations guarantee that a
significant part of the revenue goes to the producer of the products.
The operating companies of Delhaize Group organize and participate in various
initiatives, as well as support different charity projects helping people
without sufficient means or education, physically challenged individuals,
refugees and the sick:
- - Food Lion collected 4,000 tons of food for the local Food Banks;
Hannaford 2,800 tons;
20 | Delhaize Group | Annual Report 2001
E-27
Delhaize Belgium 640 tons; and Alfa-Beta 100 tons
- - Food Lion donated products worth USD 8.9 million to the Second Harvest
Food Banks
- - Tom & Co collected 75 tons of pet food for animal shelters
- - Food Lion collected USD 55,000 for the Food Industry Crusade Against
Hunger (FICAH) campaign. Since 1991, Food Lion has collected USD 1.4
million for FICAH.
- - Hannaford has donated USD 100,000 over a five-year period to the Good
Shepherd Food Bank facility in Maine.
- - At the time of the conversion to the Euro, Delhaize Belgium
participated in "Change for the Future" by collecting foreign coins,
the revenue of which was distributed to non-governmental organizations
like Unicef and World Wildlife Fund.
Food Lion has been supporting the American Red Cross for more than ten years,
donating almost USD 2.6 million between 1989 and 2001. Soon after the attacks of
September 11, Delhaize America initiated special efforts which, in addition to
annual in-store fund-raising campaigns, resulted in a USD 1.3 million
contribution to the American Red Cross Disaster Relief Fund. Food Lion sent
truckloads of food to feed emergency personnel and volunteers at the Pentagon,
and Hannaford assisted rescue personnel at Ground Zero in New York City. Blood
drives were held at different store locations where donors and workers received
snacks and beverages provided by Delhaize America stores. In many Delhaize
America stores, people organized events of remembrance and healing and
established ways to support victims' relatives and rescue workers.
Delvita supported the Archa Chantal foundation, which collects funds to
refurbish children's hospitals in the Czech Republic. In 2001, Delvita customers
contributed EUR 11,500 via in-store collection boxes. Delvita also supported the
Stonozka foundation, a presidential foundation helping refugee children. In
Greece, Alfa-Beta has invited various local and international foundations, e.g.
the Red Cross, UNICEF and the Susan Komen Breast Cancer Foundation to place
donation boxes in selected stores.
Education is building the world's future. In Belgium, Delhaize supports the
National Foundation for Teaching Entrepreneurship. In Indonesia, Delhaize
Group's contributions allowed the Desa Pekayon Project to send children to high
school for three years. Food Lion Thailand sponsors lunches for poor school
children in the Pen district. Through Teacher of the Year programs, partnerships
with local schools and promotional activities, Hannaford provides volunteer and
financial support for local educational institutions in its five state
marketing area. In addition, Hannaford's Charitable Foundation distributed USD
200,000 in a scholarship to its associates or their dependent children. Delvita
supports the High School of Technology of Brno.
An example of the combination of food and education is Delhaize Belgium's
"Health Freak Kids" Project (see text box). In order to lighten the obstacles
disabled people confront, Delhaize Belgium and Tom & Co cooperate with Dyadis,
an organization that trains dogs for physically disabled people. Delvita
organizes fund-raising for seeing-eye dogs and, also, sponsors the Kompakt
social city car, a minibus for handicapped people.
Delhaize Group believes these initiatives, which only represent a part of the
complete array of social activities that the Group's operating companies
undertake, bring real improvement to the involved people's quality of life.
[PHOTO]
Max Havelaar guarantees that a significant part of the revenue from its
"fair-trade" coffee, sold by Delhaize Belgium, goes to the local producer. On
the picture: Gonzague De Beer, coordinator Max Havelaar Belgium (left), Ulrik De
Moor, head of Delhaize Belgium's coffee-roasting factory (middle), and Jean-
Marie Brochier, Departmental Director Industrial Departments Delhaize Belgium.
21
E-28
[LOGO]
CREATING SHAREHOLDER VALUE
In order to create shareholder value, Delhaize Group has defined three strategic
objectives: accomplish profitable top-line growth in all its activities, pursue
operational excellence and innovation in all its businesses, and operate as an
international group of local companies.
Delhaize Group's strategy is to have established operations in the more mature
markets of the United States and Belgium, and investments in selected, rapidly
growing, emerging markets in Central Europe and Southeast Asia. Delhaize Group
actively manages this portfolio to maintain a balance of current profitability
and future growth potential.
The Group's management has also committed itself to a permanent evaluation of
its asset portfolio for the purpose of improving, or divesting, non-strategic or
underperforming assets. To this end, it was decided to sell PG, its French
subsidiary, in 2000, and close Super Discount Markets, its 60% joint venture in
Atlanta, Georgia, in 2001.
Delhaize Group continues to focus its resources and investments on its core
business: food retailing. Management of the Group is committed to maintaining
its operations as one of the best in the global industry in retailing strategy
and execution.
NYSE LISTING [PHOTO]
On April 26, 2001, Pierre-Olivier Beckers, Chief Executive Officer of Delhaize
Group, rang the opening bell of the New York Stock Exchange (NYSE), the largest
stock market in the world. Simultaneously with the closing of the share exchange
with Delhaize America, Delhaize Group American Depositary Receipts (ADRs)
started trading on they NYSE. One ADR represents one ordinary Delhaize Group
share.
To allow its operating companies to fully address their local consumer needs,
Delhaize Group leaves a high level of responsibility to its local management
teams and operates as an international group of local companies. Simultaneously,
a group structure providing centralized support to the local companies and
focusing on optimally allocating the financial and human resources to the
Group's priorities, allows Delhaize Group to maximize synergies and the exchange
of successful practices between the local companies.
Delhaize Group measures its creation of shareholder value internally through
focus on operating cash flow margin, cash earnings per share growth and return
on invested capital. These measures are benchmarked against the best
international and local food retailers.
During 2001, the Delhaize Group share price increased 15.4%, while the FTSE
Eurotop 350 Food and Drug Retailers index decreased 8.5%, the Euronext 100 index
fell by 19.7% and the leading Belgian BEL20 index decreased by 8.0%.
Delhaize Group's Board of Directors will propose at the annual shareholders
meeting to distribute a net dividend for the fiscal year 2001 of EUR 1.08 per
share, a 5.9% increase compared to 2000. Since its listing in 1962, the annual
dividend of Delhaize Group has had a continual positive trend, by increasing in
36 of the 39 years and staying at the same level in the three other years.
The total return of a Delhaize Group share in 2001 was 17.2%. A Delhaize Group
share, bought at the introduction price of EUR 26.28 at the moment of the
listing in
22 Delhaize Group Annual Report 2001
E-29
1962, would on December 31, 2001, have had a value of EUR 11,263. The same
amount, invested in 1962 in the Belgian All Share index would have resulted in a
total value of EUR 1,291. The compound average growth rate of the annual total
return on Delhaize Group shares between 1962 and 2001 was 16.8%.
The most important event for Delhaize Group shareholders in 2001 was the share
exchange with Delhaize America, a milestone in the Group's history. The share
exchange with Delhaize America included the listing of Delhaize Group ADRs on
the New York Stock Exchange, in addition to the listing of Delhaize Group on
Euronext Brussels since 1962. Delhaize Group continues to comply with Belgian
disclosure regulations for listed companies and, since the closing of the share
exchange, with the rules governing foreign companies listed in the U.S.
In December 2000, the Belgian Association of Financial Analysts rewarded
Delhaize Group's investor relations efforts with the Award for the Best
Financial Information. In 2001, Delhaize Group started quarterly conference
calls available by webcast and organized its first analysts' field trip. And in
early 2002, the Group launched a completely renewed corporate website
(www.delhaizegroup.com), that is now an interactive, day-to-day contact point
with, and information base for, its shareholders.
[CHART]
SHARE EXCHANGE WITH DELHAIZE AMERICA
On April 25, 2001, Delhaize America's shareholders approved the proposed share
exchange with Delhaize Group. Until then, Delhaize Group owned approximately 45%
of Delhaize America, its major subsidiary listed on the NYSE. Under the share
exchange, one Delhaize America share was exchanged for 0.40 Delhaize Group
ordinary share. Due to the share exchange, the amount of Delhaize Group shares
rose from more than 52 million to more than 92 million, almost doubling the
market capitalization of the Group and resulting in a free float of
approximately 80% of outstanding shares.
Detailed information and contact data for investors can be found from page 85
on.
23
E-30
2001 Another Year of Success
BUSINESS AND FINANCIAL REVIEW
E-31
In the following chapter, we provide you with a review of Delhaize Group's
operations in the different regions and of its financial performance in 2001.
+134 STORES TO A TOTAL OF 2,444 STORES | SALES AND CASH EPS UP BY 18% | CASH
FLOW MARGIN OF 7.7%
FREE CASH FLOW OF EUR 456 MILLION
E-32
RESILIENCE
[PHOTO]
UNITED STATES
For Delhaize America, 2001 was a year of consolidation after the successful
acquisition of Hannaford the prior year. Delhaize America performed well in
a period of economic uncertainty and strong competition. After a strategic
review of its operations, Delhaize Group closed Super Discount Markets, its
60% joint venture in Atlanta, Georgia.
[PHOTO]
For Delhaize America, 2001 was a year of consolidation after the success of
economic uncertainty and strong competition. After joint venture in Atlanta,
Georgia.
In 2001, Delhaize America's sales amounted to USD 14.9 billion (EUR 16.6
billion), a 17.7% increase compared to 2000. Comparable store sales rose by
1.4%. Delhaize America continued to reinforce its market position among grocery
chains and showed its resilience in difficult economic times.
At the end of 2001, Delhaize America operated 1,459 stores, 39 more than the
previous year. This included 47 new openings and eight relocated or closed
stores. Delhaize America remodeled or expanded 145 supermarkets. The net selling
area grew by 3.8% to 4.2 million square meters (44.8 million square feet).
In 2001, Delhaize America's operating cash flow margin increased to 8.7% of
sales, from 7.9% in 2000. This resulted in cash flow from operations of USD 1.3
billion (EUR 1.4 billion), up 30.1% from the prior year. The strong increase was
due to important sales growth, permanent efforts to lower costs and the rise of
gross margin to 26.8% of sales (25.5% in 2000). The roll out of zone pricing at
Food Lion allowed a better balance between sales and margin growth.
[PHOTO]
MVP LOYALTY CARD
Food Lion has been a pioneer in the shopper loyalty card area. Starting in 1995,
it was one of the first U.S. grocery chains to have such a card. Today,
approximately 8 million households use the MVP card of Food Lion. 85% of Food
Lion's sales are made through the card. The MVP card emphasize Food Lion's Extra
low Price positioning, delivering weekly specials that highlight value to the
customers. In 2001 alone, customers saved over USD 800 million dollars by using
their card. Every month, millions of Food Lion customers receive mailings that
offer additional discounts on items they like and buy most. The MVP program also
allows Food Lion to better serve the special needs of consumer groups, such as
new parents and pet owners, with relevant information and savings.
The synergies from the Hannaford acquisition had a positive impact on Delhaize
America's profitability. The synergies totaled USD 54 million (EUR 60 million)
in 2001, exceeding the originally expected USD 40 million (EUR 45 million) in
the first full year.
Important synergies were realized through increased buying power, both in
national and private label products and in indirect goods and services such as
insurance and credit card fees. During the second quarter of 2001, Hannaford's
renovated Butner, North Carolina, distribution center began to supply health and
beauty care merchandise to Food Lion stores, resulting in product cost
reductions, more efficient distribution and reduced store inventory levels. Food
Lion's experience in store construction and Electronic Data Interchange (EDI)
allowed Hannaford to reduce its operating costs and increase its efficiency.
Another important synergy between the U.S. banners was the transfer of supply
chain functions for Kash n' Karry from Food Lion to Hannaford.
After a strategic review of its operations, Delhaize Group decided to sell the
nine
26 | Delhaize Group | Annual Report 2001
E-33
Save-a-Lot discount stores and close the 19 Cub Foods supermarkets of Super
Discount Markets, its 60% joint venture in the Atlanta market. The investment
necessary to be successful in the highly competitive Atlanta market could not be
justified, and Delhaize Group decided to focus all its
U.S. initiatives on Delhaize America, since April 2001 a 100%-owned subsidiary.
As a consequence, the Group has recorded an exceptional charge for the closing
of Super Discount Markets in 2001 (see detail in the Financial Review section).
[CHART]
FOOD LION
During 2001, Food Lion, the largest U.S. banner of Delhaize Group, focused on
organic growth. Selective store openings and successful sales initiatives in the
existing stores allowed Food Lion to continue to grow its
[PHOTO]
| 27
E-34
[MAP]
[LOGO]
NUMBER OF STORES(*)
Maine (ME) 46
New Hampshire (NH) 22
Vermont (VT) 10
Massachusetts (MA) 6
New York (NY) 30
Pennsylvania (PA) 11
Delaware (DE) 14
Maryland (MD) 70
Virginia (VA) 308
West Virginia (WV) 18
Kentucky (KY) 13
Tennessee (TN) 88
North Carolina (NC) 455
South Carolina (SC) 124
Georgia (GA) 61
Florida (FL) 183
Total: 1,459
(*) December 29, 2001
market share in 2001 despite the challenging competitive climate. Thirty-seven
stores were added in the 11 states in the Southeastern and Mid-Atlantic United
States where Food Lion operates. Food Lion continued to position itself under
the slogan "Extra Low Prices and More" as a food retailer offering very
competitive pricing and customer convenience. Since 1967, Food Lion has built
its reputation on its Every Day Low Price concept by offering customers everyday
needs at competitive prices. The company features key items such as weekly
specials delivered through the MVP loyalty card program. Food Lion is committed
to its price leadership among grocery chains based on its low-cost structure.
Recognizing that today's shoppers are increasingly time conscious, Food Lion
continues to concentrate on convenience. The parking and layout for Food Lion
stores are designed for ease of use. The 35,000 square feet store size makes it
easy for shoppers to find products and shop quickly. The checkout service is
fast, and Food Lion tested in a dozen of its stores the
28 | Delhaize Group | Annual Report 2001
E-35
feasibility and customer acceptance of self-scanning. Early in 2002, this test
will be expanded to approximately 50 stores.
In addition, Food Lion is committed to offering a quality assortment of the
everyday products customers request. Food Lion continues to expand its core
product offerings by including a larger selection of foods that appeal to the
growing Hispanic and Latino market and expanding its locally grown produce
program.
In September 2001, Food Lion opened a prototype store in Concord, North
Carolina, focusing on convenience and the total shopping experience. The store
allows Food Lion to test specific store design innovations and examine their
impact on customers.
HANNAFORD
It was a successful year for Hannaford, which at the end of 2001, operated 114
supermarkets in five states in the Northeastern United States. During the year,
Hannaford added six stores to its sales network, one constructed store and five
acquired from Grand Union.
Following three years of intensive testing and evaluation, Hannaford implemented
its "Festival for the Senses" strategy in its Portland, Maine market in October
of 2001. The strategy is based on extensive consumer research that identifies
and responds to the key aspects of the shopping experience that are valuable to
customers. Hannaford focuses on a wide variety of quality produce and meat,
service and sensory experience. Over 100 elements that comprise the overall
strategy were tested in a Festival prototype store for over a year to determine
which ones are most effective in drawing and retaining customers and building
sales. The success of Hannaford's new strategy can be seen in the increased
number of customers who shop the stores, the ability to draw customers from well
outside a normal trade area, higher average order size, an increase in the
number of departments shopped and high overall sales growth.
As part of the strategy implementation, seventeen of the chains' stores
previously named Shop n' Save Supermarkets were renamed Hannaford Food and
Drug between October 28 and December 31, 2001.
[PHOTO]
A MODEL OF SYNERGY
The Butner, North Carolina distribution center reflects the benefits that are
derived when the Delhaize America companies work collectively. Food Lion
purchases the products while Hannaford oversees warehouse and transportation
operations. With over 200 associates and a state-of-the-art computerized
conveyor system the distribution center supplies health and beauty care
merchandize to all the Food Lion stores. The success in terms of cost
effectiveness and operational efficiency has emboldened the companies to look
ahead to the next phase of the project in 2002: the addition of general
merchandise and specialty foods to Butner.
29
E-36
KASH N' KARRY
At the end of 2001, Kash n' Karry operated 138 stores in West Central Florida,
two more than the previous year. The company continues to focus on high quality
and variety, best demonstrated in produce and meat. Kash n' Karry's large,
bright stores are known for their European-style deli-bakeries, fresh seafood
departments and convenient pharmacies. Kash n' Karry's new stores have a selling
area between 38,000 and 49,000 square feet, depending on the needs of markets
served.
The Florida market provides significant upside potential for profitable growth.
Between 1990 and 2000, population grew 18% in Tampa St. Petersburg, 30% in
Orlando and 39% in Fort Myers. One of the fastest growing areas in the United
States, Florida is also one of the most diverse. The Kash n' Karry banner prides
itself on fulfilling consumer needs and expectations through local merchandising
and marketing, including expanded ethnic offerings.
[PHOTO]
FESTIVAL FOR THE SENSES
In a Hannaford "Festival" store, customers encounter an exceptional variety of
the highest quality produce and meat available, knowledgeable and helpful
associates and an environment that pleasantly engages all of their senses--
sight, smell, taste, touch and sound. The combination of products, people,
atmosphere and value provides a shopping experience that far exceeds that of
their competitors.
OUTLOOK
In 2002, Delhaize America expects to open 45 new supermarkets, including 11
stores that will be relocated, resulting in a total number of 1,493 stores at
[PHOTO]
the end of 2002, a net increase of 34 outlets. Approximately 137 stores will be
remodelled or expanded. The total net selling area is expected to grow in 2002
by approximately 3.0%. Delhaize America will continue to balance sales and
margin growth, and realize important synergies due to the acquisition of
Hannaford.
30 Delhaize Group Annual Report 2001
E-37
[PHOTO]
OPERATING CASH FLOW MARGIN
DELHAIZE AMERICA
[GRAPH]
CASH FLOW FROM OPERATIONS
DELHAIZE AMERICA
(IN MILLIONS OF USD)
[CHART]
[PHOTO]
31
E-38
[PHOTO]
2001 was one of the best years in Delhaize Belgium's recent history. Sales grew
by 7.7% and Delhaize Belgium concluded successfully its 3-year profitability
plan, reaching a 5.4% operating cash flow margin.
BELGIUM
In 2001, Delhaize Belgium achieved sales of EUR 3.2 billion, an increase of 7.7%
over 2000, through store openings and successful sales initiatives in its
existing stores. Delhaize Belgium added 60 stores to its sales network, ending
the year with 675 outlets. The total net selling area increased by 7.3% to
approximately 540,000 square meters.
Comparable store sales of Delhaize Belgium grew by 4.9%. Delhaize Belgium
increased its market share from 24.1% to 24.6% (source: A.C. Nielsen). This
advance was primarily due to the expansion of its number of affiliated stores AD
Delhaize, Proxy Delhaize and Shop `n Go.
The operating cash flow margin increased to 5.4% compared to 4.9% in 2000. As a
consequence, the operating cash flow of Delhaize Belgium grew by 17.9% to EUR
173.9 million. Cash earnings of Delhaize Belgium rose by 25.8% to EUR 85.1
million.
A MULTI-FORMAT STRATEGY
Delhaize Belgium responds to customer needs in the historic home market of
Delhaize Group through a multi-banner and multi-format strategy. The sales
network consists of 10 different banners and formats, encompassing corporate and
affiliated supermarkets, proximity stores, specialty stores and a home delivery
activity. Its brand recognition, private label products, services and loyalty
programs run through the different formats like a continuous thread.
In 2001, the affiliated business realized the strongest growth in the sales
network under the banners AD Delhaize, Delhaize Proxy, Shop `n Go and Bio
Square. In the Grand Duchy of Luxembourg, Delhaize Belgium extended its sales
network with nine affiliated stores under different banners, bringing the number
of stores in Luxembourg to 15. The remodeling of the smaller Superette proximity
stores into the new Delhaize Proxy banner proceeded at a fast pace as well as
the roll out of the convenience stores Shop n' Go in Q8 petrol stations. In
2001, Delhaize Belgium also launched its first exclusive organic products store
under the Bio Square banner, offering a range of 1,800 organic products.
In 2001, one corporate supermarket under the Delhaize "Le Lion" banner was
added, bringing the year-end total to 117. The roll
[PHOTO]
AFFILIATES AND FRANCHISE OPERATIONS
More than one-third of Delhaize Belgium sales is generated by sales to
independent retailers. AD Delhaize, Proxy Delhaize, Shop n' Go, Bio Square, Di,
Tom & Co. They constitute Delhaize Group's major growth engine in Belgium. In
2001, 55 of the 60 new stores were affiliates or franchise operations. The store
owners autonomously operate their business, while Delhaize Belgium acts as a
wholesaler. By not only offering goods, but also offering advice, support and
its experience, Delhaize Group strives to establish constructive, long-term
relationships that are valuable to both Delhaize Belgium and the affiliate or
franchisee.
32 | Delhaize Group Annual Report 2001
E-39
out of the inner-city stores under the Delhaize City banner continued with great
success as did the specialty stores Di for health and beauty products and Tom &
Co for pet food and products. In 2001, Tom & Co focused on transitioning the
Amizoo stores, acquired in 2000, to the Animal Center Tom & Co banner.
The offer of virtual Delhaize stores was reinforced in 2001 with the launch of
www.delhaizewineworld.com, an on-line
NUMBER OF STORES
DELHAIZE BELGIUM
[CHART]
service for wine lovers, and www.delhaizegifts.com for the purchase of gifts.
Another service launched in 2001 was "Take `n Go", enabling customers to place
their orders by telephone, fax or Internet and pick them up in a supermarket or
at another designated pick-up point.
DIFFERENTIATION
Delhaize Belgium's product strengths are freshness, flavor and variety. These
attributes are clearly reflected in its self-service deli
SALES DELHAIZE BELGIUM
(IN BILLIONS OF EUR)
[CHART]
counters, which have been installed in 40 stores as of the end of 2001, its
"Taste It" concept, where customers can discover tasty dishes and its assortment
of more than 4,000 private label products and exclusivities.
In order to enhance customer satisfaction, Delhaize Belgium has determined
"destination" categories where it can garner special distinction: water, bread,
pasta and rice, cheese, fruit, vegetables and
Delhaize Belgium sells annually 40 million bottles of wine, 80% of which is
bottled by the Company itself.
[PHOTO]
33
E-40
potatoes, hot drinks, ready-made food, wine, champagne culinary aids, organic
products and vegetarian products.
In 2001, Delhaize Belgium sold, on average, more than 43,000 prepared meals
daily. Delhaize Belgium offered 116 different recipes, many of which are exotic
and others are prepared in collaboration with five famous chefs. Thanks to their
20% growth in 2001, the meal solutions based on non-Belgian recipes accounted
for more than half of total prepared meals sales. Delhaize Belgium explores new
trends in cuisine and increasingly offers its customers the opportunity to
travel the world of flavors, such as Chinese prepared meals, "Wines of the
World" or sushi, without leaving home.
In the same vein, Delhaize Belgium continuously expands its organic food
offerings. Their sales increased by 35% in 2001, representing more than 2% of
total sales in 2001. Delhaize Belgium also emphasizes health and fitness by
developing a range of hypoallergenic products, products suitable for diabetics,
low cholesterol products and nutritional and vitamin supplements. 2001 brought
the development of "Beauty Plus" in some supermarkets, large areas dedicated to
health and beauty products.
The loyalty card, which celebrated its 10th anniversary in 2001, is one of
the key drivers in the relationship between Delhaize Belgium and its customer
base. More than 2.6 million cards are active in Belgium, and 90% of the sales
are realized through the use of the card. In 2001, new partnerships have been
set up for Plus Card owners, notably with the bank-insurance company BBL and
the toy shop Christiaensen.
Delhaize Belgium is the only Belgian food retailer offering its clients
self-scanning, allowing customers to save time at the checkouts. At the end of
2001, more than 40 supermarkets were equipped with this system. By the end of
2002, more than half of the Belgium Delhaize "Le Lion" supermarkets will offer
self-scanning.
To guarantee the quality of its services, the Customer Charter of Delhaize
Belgium has, since 2000, awarded extra Plus Points on customers' loyalty cards
to cover specific shopping inconveniences such as pricing errors on the sales
receipt, out-of-date merchandise, defective product quality or problems with
the shopping cart. The initiative led to significant improvements in customers
service and increased of customer loyalty.
THE EURO
The introduction of the Euro has received significant attention in 2001 and
early 2002. Delhaize Belgium had been preparing for this event for several
years. The entire sales staff, more than 14,000 people, were trained to deal
with the transition to the Euro. Communication with customers about the Euro
began in the summer of 2001. In November 2001, the Plus Card was converted to
the Euro. All other processes impacted by the Euro introduction followed: from
collecting the cart in the parking lot to payment at checkout, at the change
machine, when returning empty bottles, self-scanning, and pricing fruit and
vegetables at the scales, among other things. The total amount of costs spent
for the Euro transition at Delhaize Belgium since 1999 was EUR 3.5 million.
OUTLOOK
In 2002, Delhaize Belgium expects to add 61 stores to its sales network,
including three Delhaize "Le Lion" Supermarkets. Building upon its strong
performance in 2001, Delhaize Belgium expects to maintain its operating cash
flow margin at least at the same level as in 2001. An important project in 2002
is the start of the enlargement of the distribution centers in
[PHOTO]
QUALITY AND TRACEABILITY
All beef and pork offered by Delhaize Belgium bear the Meritus or Certus label,
which denotes inspection and approval by independent organizations. These labels
guarantee consumers that the entire production chain is controlled and
corresponds to a set of strict requirements. The labels also enable Delhaize
Belgium to trace back the origin of the meat. Thanks to the Certus and Meritus
labels, customers can be assured they are buying safe, quality meat.
(www.belgianmeat.be)
34 Delhaize Group Annual Report 2001
E-41
Zellik, which management expects to be completed in 2005.
In 2000-2001, Delhaize Belgium introduced a new commercial policy, called Every
Day Fair Prices in its produce and meat departments and among Delhaize private
label products. This commercial policy was extended in early 2002 to the full
range of Delhaize Belgium's offerings. Under the new commercial policy, prices
are consistently held at a fair level, while weekly price promotions are
abandoned and the weekly distribution of flyers is cancelled. Through consistent
day-to-day price offering, major cost savings and quality improvements due to
increased supply chain efficiencies like lower and less volatile inventories,
Delhaize Belgium offers its customers a strong balance between quality
(assortment, freshness, service) and prices.
[PHOTO]
Delhaize Belgium is the only Belgian food retailer offering its customers
self-scanning.
[PHOTO]
E-42
[PHOTO]
2001 was a year of strengthening for the European operations of Delhaize Group
outside Belgium. Alfa-Beta became the second largest Greek food retailer through
the acquisition of Trofo, while Delvita launched a major remodeling program and
closed its under-performing stores.
REST OF EUROPE
In 2001, for the first time, sales of Delhaize Group's European operations
outside Belgium exceeded the EUR 1 billion mark. Sales increased by 13.7% to EUR
1.1 billion largely influenced by the acquisition of Trofo, but partially offset
by the divestiture of the French subsidiary P.G. in 2000. In 2001, Delhaize
Group increased the number of European stores outside Belgium by 47, bringing
the year-end total to 224 stores.
In 2001, cash flow from operations of this Delhaize Group division amounted to
EUR 46.6 million compared to EUR 51.3 million in 2000. The decrease was related
to the divestiture in 2000 of the profitable French company P.G. and the lower
profitability of Trofo at the time of its acquisition. Cash earnings of the
other European operations of Delhaize Group were negative by EUR 6.8 million due
to the restructuring of Delvita and integration costs associated with Trofo.
ALFA-BETA
The acquisition in January 2001 of Trofo, the sixth largest supermarket chain in
Greece, made Alfa-Beta the second largest food retailer in Greece. Alfa-Beta
ended 2001 with a sales network of 104 stores, compared with 53 stores at the
end of the previous year. The 104 stores include supermarkets operated under the
Alfa-Beta and Trofo banners and cash & carry stores operated under the ENA
banner. Alfa-Beta increased its selling area by 120.9% to 146,000 square meters,
while its geographical presence expanded from 11 to 23 Greek cities.
Through the end of 2002, the major focus of Alfa-Beta management will continue
to be on the integration of Trofo. Since March 2001, all procurement is
centralized; the Trofo stores operate on the same information technology systems
as Alfa-Beta, and prices in the Trofo stores are aligned with the Alfa-Beta
stores. In April 2001, all supporting departments of Trofo and ENA were
centralized in Alfa Beta's operations. Since the end of June 2001, Alfa-Beta's
central warehouse manages the distribution to the Trofo stores.
By the end of 2001, the former Trofo operations were an integrated part of
Alfa-Beta, following Alfa-Beta's strategy of high quality standards and value
for money. Customers reacted positively to the merger, reflected in quickly
improving sales figures in the remodeled stores under the Alfa-Beta banner. The
"Year of the Kangaroo," named after Trofo's trademark, has become a springboard
for future success of Alfa-Beta in Greece.
The management of Alfa-Beta also remained focused on its existing network. This
was reflected in continuous product assortment improvements, a broadening of
organic offerings, innovation in private label products and a leveraging of the
successful loyalty card, which accounts for 75% of total sales. Alfa-Beta
developed new initiatives using customer data management and micro-marketing
strategies to create a strong customer relationship management program that
[PHOTO]
MEMBERSHIP EMD
In March 2001, Delhaize Group's European operations joined EMD. With its
continued sales of over EUR 120 billion and a market share of more than 14%, EMD
is the largest European buying organization with members in 15 countries. The
EMD membership allows Delhaize Europe to obtain better knowledge of food
products pricing and to leverage EMD's purchasing power when buying basic food
or national brand products. EMD also has its own private label assortment that
will be launched in 2002 in Delhaize Group.
36 | Delhaize Group Annual Report 2001
E-43
targets individual customers' shopping behavior. This enhanced segmented
promotion strategy is based on identified, and geographically determined,
consumer habits and preferences.
In 2001, Alfa-Beta also prepared for the introduction of the Euro. The
transition at Alfa-Beta early in 2002 went smoothly although it had to act more
quickly than Delhaize Belgium because of late decision concerning the entry of
Greece into the European Monetary Union. The long preparation and investments
made by Delhaize Belgium in anticipation of the introduction of the Euro
resulted in important support to Alfa-Beta, especially at the information
technology level.
DELVITA
Delvita is a subsidiary of Delhaize Group operating in the Czech Republic and
Slovakia. Delvita, celebrating its tenth anniversary, focused in 2001 on
improving its historic strengths
[PHOTO]
E-44
- - strategic urban locations, strong consumer awareness and differentiation in
fresh products and service - by launching a major remodeling program and closing
some under-performing stores.
In 2001, Delvita developed a renewed supermarket concept highlighting freshness
and convenience. By the end of 2001, Delvita had remodeled 15 stores in line
with this concept. The results were increasingly positive and the remodeled
stores posted very positive growth rates in sales. On February 14, 2002, Delvita
launched 25 fully remodeled supermarkets reflecting the new concept. All
remaining stores will follow before year-end 2002.
In 2001, Delvita also undertook an in-depth evaluation of its store portfolio.
As a result, it decided to close eight of its stores that did not meet long-term
performance expectations. The closures included seven stores acquired from
Interkontakt in 1999. It was also decided to register an asset impairment charge
for seven other Delvita stores. As a consequence, the Group recorded an
exceptional charge in 2001 (see detail in the Financial Review section). These
measures allow Delvita to focus its resources on its most promising assets.
Delvita continued to reinforce its offerings and services, combined with an
update of its pricing and promotions strategy in 2001. It started developing a
new private label assortment and converted the old Levne brand to a generic
first price offering.
Delvita was also the first Czech supermarket chain to sell organic products
certified by the Czech Ministry of Agriculture.
In 2001, major advances were made in organizing the logistics of Delvita more
efficiently. In Slovakia was started delivering directly to the stores in
cooperation with a partner. This enables Delvita to centrally deliver goods to
its Slovak stores. By doing so, the company not only achieves cost
rationalization, it also increases enhanced product quality and freshness.
MEGA IMAGE
In Romania, Mega Image's sales grew sharply at its existing ten stores. An
important driver of this growth was the remodeling of five of the Mega Image
supermarkets during the year. The remodeling resulted in an increased focus on
fresh departments, the creation of more space for the customers and the
implementation of new design and merchandising techniques. This was accompanied
by a reduction in product assortment in order to be able to invest additional
space in the fresh departments. In 2001, Mega Image focused also on productivity
improvements and cost reductions.
OUTLOOK
In 2002, the sales network of the European operations of Delhaize Group is
projected to be enlarged by 11 supermarkets. This will bring the total to 235
stores, including 105 in Greece, 98 in the Czech Republic, 17 in Slovakia and 15
in Romania.
In 2002, the management of Alfa-Beta will continue to focus on the integration
of Trofo. In addition, Alfa-Beta expects to open one supermarket in Thessaloniki
and start preparations for the opening of at least two large supermarkets in
early 2003 in Attica.
The priority of the Delvita management for 2002 is the transformation of its
stores to the new concept. In addition, five new stores will be opened,
including four in the Czech Republic and one in Slovakia.
[PHOTO]
THE NEW DELVITA SUPERMARKET
In order to meet the more demanding needs of the urban customers in the Czech
Republic, Delvita developed a new store concept. The first remodeled supermarket
opened in March 2001. Special attention was paid to fresh products and
value-added services. Customers are offered a more attractive shopping
environment due to a new layout and design. This includes new colors, larger
stores and parking lots, stores within the store, fast food machines and a fast
food area, where customers can sit down and make use of a microwave oven.
38 | Delhaize Group Annual Report 2001
E-45
Mega Image expects to open five new stores in 2002, including its first store
outside Bucharest. It will also move to new headquarters.
NUMBER OF STORES
REST OF EUROPE
[CHART]
SALES REST OF EUROPE
(IN MILLIONS OF EUR)
[CHART]
[PHOTO]
E-46
ADAPTED
[PHOTO]
ASIA
Delhaize Group's Asian operations continued in 2001 their strong growth by
adding 18 supermarkets. The locally adapted supermarket concepts, which focus on
fresh products at very competitive prices enjoyed a growing success. At the end
of 2001, the Group's Asian supermarkets counted more than five million visits
per month.
Sales of the Asian operations of Delhaize Group grew in 2001 by 20.4% to EUR
187.0 million. This is when 49% of Shop N Save sales were included. With 100% of
Shop N Save sales included, total Asian sales would have been EUR 264.1 million.
Eighteen supermarkets were added to the sales network for a total of 86
supermarkets, including 26 in Thailand, 29 in Indonesia and 31 in Singapore.
The driving force behind this success is the Group's organic growth in this
area. In Asia, Delhaize Group operates medium-sized stores of approximately
1,000 square meters, located in the center of residential areas and focusing on
fresh products. With this assortment approach and its low break-even point, the
Delhaize Group supermarkets in Asia are able to compete against the popular
traditional open-air, wet markets.
In 2001, each Asian banner contributed to the growth. Food Lion Thailand opened
eight new stores, Super Indo in Indonesia nine stores, and Shop N Save in
Singapore one store.
LOCAL STRATEGIES
The concepts of the three Asian banners of Delhaize Group are based on the same
principles: focus on food, freshness, competitive prices and convenience. In
order to enhance customer service and meet local customer needs, the
implementation of these principles differs from country to country.
ASIAN SYNERGIES
In 2001, Delhaize Group's Asian operations set up four Asian Synergy Groups.
Each of these Groups brings together specialists from the three Asian operations
to look for synergies and best practices in their area of interest. Up to now,
Synergy Groups have been established for systems and methods, buying, operations
and human resources.
THAILAND
With its concept "Talaad sod klai baan khun," meaning "The fresh market near
your home," Food Lion Thailand focuses on freshness, convenience and price. Food
Lion Thailand is continually innovating to increase customer service and
satisfaction. It extended the product assortment with ready-to-eat meals,
prepared in view of the customer, emphasized dry ingredients in bulk and
allocated more space for fresh products. The recently added stores have
incorporated many features of this reinforced concept. Others will be refitted
in the course of 2002.
INDONESIA
Super Indo in Indonesia drove its 2001 sales significantly higher through
rigorous product assortment management, better space management and improved
collaboration with suppliers. The offer of meal solutions under the slogan "Easy
done, Easy cooked" was further extended. Super Indo maintained its low price
leadership position by benchmarking its prices against competition.
SINGAPORE
In Singapore, Shop N Save enhanced customer service in its fresh departments and
introduced more grocery products in its improved store layout. In most of the
stores, a fish cleaning service has been introduced. In August 2001, Shop N Save
joined the More Rewards program, Singapore's largest loyalty program, which
counts more than 350,000 members. This program enables Shop N Save to reward its
current customers and attract other More Rewards card owners to its stores.
REGIONAL COOPERATION
The different local approaches are supported by regional synergies between the
three Asian companies of Delhaize Group. This is
40 | Delhaize Group | Annual Report 2001
E-47
[PHOTO]
accomplished through four Synergy Groups. Delhaize Group's Asian companies also
cooperated in a promotional campaign called Asian Fair. For point-of-sale
promotional material, all three banners used the Asian Fair logo, establishing a
common identity. By leveraging the collective buying power of the three, the
campaign resulted in stronger awareness of the Group's Asian activities in their
markets and an increased corporate sense among associates.
NUMBER OF STORES
ASIA
[CHART]
OUTLOOK
Its store concepts being defined, 2002 will bring an accelerated expansion of
Delhaize Group in Asia. Delhaize Group has planned 30 supermarket openings,
which should bring the total to 116 supermarkets.
SALES ASIA
(IN MILLIONS OF EUR)
[CHART]
[PHOTO]
| 41
E-48
EXCELLENT
[PHOTO]
2001 was a year of strong results for Delhaize Group. Sales rose by almost
18%, the operating cash flow margin attained a record level, cash earnings
per share moved up by more than 18% and Delhaize Group generated EUR 456
million free cash flow.
FINANCIAL REVIEW
INCOME STATEMENT (P. 52)
In 2001, Delhaize Group posted sales of EUR 21.4 billion, an increase of 17.8%
compared to the previous year. Of Delhaize Group's sales, 79.0% were generated
in the United States, 15.0% in Belgium, 5.1% in the rest of Europe and 0.9% in
Asia. The full year consolidation of Hannaford was the most significant
contributor to sales growth. Excluding the effect of movements in currency
exchange rates, sales increased by 15.3% in 2001.
ORGANIC SALES growth was 4.0%. Notwithstanding the economic slowdown both in the
United States and Europe, sales continued to grow in existing stores due to
successful sales initiatives. Comparable store sales rose 1.4% at Delhaize
America and 4.9% in Belgium. The continued opening of new stores in all markets
was another important driver of organic sales growth. In 2001, Delhaize Group
added 134 stores to its sales network, reaching a total of 2,444 stores at year
end.
GROSS PROFIT, defined as sales minus merchandise and consumables, increased
21.4% in 2001 or 3.6% faster than sales. The increase in gross margin from 24.6%
of sales in 2000 to 25.4% of sales in 2001 was due to an improved product mix,
less price promotions, increased buying power and the roll-out of zone pricing
at Food Lion. More effective category management, reduced inventory shrinkage
and the first full year consolidation of Hannaford were also contributors to
this positive trend.
MISCELLANEOUS GOODS AND SERVICES decreased from 6.8% of sales in 2000 to 6.7% in
2001. Expenses were well controlled across all operating companies despite
changing market and economic conditions, demonstrating the Delhaize Group's
ability to react quickly to unforeseen changes in sales and competitive
activity.
SALARIES, SOCIAL SECURITY AND PENSIONS increased from 12.8% of sales in 2000 to
13.0% in 2001. The rise was primarily the result of increased salaries in
Belgium due to the automatic adaptation of salaries to inflation and to
increased health care costs at Delhaize America.
The strong increase in gross margin and the continued focus on expense control
resulted in a historically high cash flow margin of 7.7% of sales (7.0% in
2000). As a result, Delhaize Group's CASH FLOW FROM OPERATIONS (EBITDA) grew by
29.4% to EUR 1.65 billion. Delhaize America increased its cash flow from
operations by 30.1% to 8.7% of sales and Delhaize Belgium by 17.9% to 5.4% of
sales. Delhaize America contributed 87.7% to Delhaize Group's cash flow from
operations, Delhaize Belgium 10.5%, the other European operations 2.8%, the
Asian activities 0.2% and corporate -1.2%.
SALES
(IN BILLIONS OF EUR)
[CHART]
42 | Delhaize Group | Annual Report 2001
E-49
[PHOTO]
DEPRECIATION of intangible and tangible fixed assets increased from EUR 465.6
million to EUR 629.4 million due to the continued opening and remodeling of
stores, the purchase of new equipment and the purchase price allocation related
to the share exchange with Delhaize America. In connection with the share
exchange with Delhaize America, the purchase price was allocated to acquired
assets and liabilities based on their estimated fair values at the date of the
acquisition. To intangible fixed assets were allocated EUR 808.1 million and to
tangible assets EUR 220.6 million, which resulted in additional depreciation of
EUR 38.5 million and EUR 24.6 million, respectively.
AMORTIZATION of goodwill arising on consolidation grew significantly in 2001 to
EUR 90.0 million because of the first full year consolidation of Hannaford and
the share exchange with Delhaize America.
STORE CLOSING EXPENSES in the normal course of business were EUR 8.5 million in
2001 (EUR 29.5 million in 2000), primarily related to 12 Delhaize America stores
and adjustments to prior year estimates for stores previously closed. Store
closing expenses in the normal course of business are included in operating
expenses.
The strong increase in cash flow from operations resulted in an OPERATING PROFIT
(EBIT) of EUR 921.3 million compared to EUR 739.5 million the previous year.
Delhaize Group posted an operating margin of 4.3% (4.1% in 2000).
NET FINANCIAL RESULTS, including bank charges and credit card payment fees,
increased in 2001 to EUR 464.3 million (2.2% of sales) due primarily to the
refinancing of the acquisition debt for Hannaford. The appreciation of the U.S.
dollar also contributed to the increase. The average interest rate on the
financial debt (excluding capital leases) was 7.9%. The interest coverage ratio,
defined as operating income divided by net interest expense, was 2.1 (2.7 in
2000). When defined as cash flow from operations divided by net interest
OPERATING CASH FLOW MARGIN
[CHART]
CASH FLOW FROM OPERATIONS
(IN MILLIONS OF EUR)
[CHART]
| 43
E-50
expense, the interest coverage rate was 3.8 (4.7 in 2000).
In 2001, NET EXCEPTIONAL RESULTS of EUR 96.4 million (EUR 70.6 million, net of
taxes and minority interests) were recorded primarily due to one-time merger
costs related to the share exchange with Delhaize America and to the acquisition
of Hannaford (EUR 16.6 million, net of taxes and minority interests), the
closing of the Atlanta-based, 60% joint venture Super Discount Markets (EUR 34.5
million) and the closing of eight Delvita stores and an asset impairment charge
for seven other Delvita stores (EUR 19.1 million).
TOTAL INCOME TAXES increased by 31.6% to EUR 191.8 million due to higher
operating profitability. The effective tax rate was 53.2% in 2001, compared to
36.3% in 2000 because of non-deductible goodwill amortization related to the
Hannaford acquisition and the share exchange with Delhaize America, and the
non-deductible exceptional charges for the closings of Super Discount Markets
and Delvita stores. The effective tax rate before goodwill amortization and
exceptional expenses was 38% (35.8% in 2000).
Due to the share exchange with Delhaize America, MINORITY INTERESTS in the
results decreased from EUR 95.5 million in 2000 to EUR 19.3 million in 2001.
This amount represents primarily the minority interest portion of Delhaize
America results prior to the share exchange in April 2001.
In 2001, Delhaize Group earned EUR 339.0 million before goodwill amortization
and exceptional income, a 80.6% increase compared to the EUR 187.7 million in
2000. The U.S. operations contributed 87.4% to Delhaize Group's CASH EARNINGS,
the Belgian operations 25.1%, the other European activities -2.0% and the Asian
operations -1.1%. Corporate had a negative contribution of -9.4%. Cash earnings
per share rose by 18.2% to EUR 4.26 (EUR 3.61 in 2000). At identical exchange
rates, cash earnings per share rose 15.0%.
Delhaize Group's increase in cash earnings per share was due to continued sales
growth and significant margin improvements both in the U.S. and Belgian
operations.
In 2001, Delhaize Group's NET EARNINGS after goodwill amortization and
exceptional expenses were EUR 149.4 million, or EUR 1.88 per share based on the
weighted average number of shares during the year, compared to a total of EUR
160.7 million or EUR 3.09 per share in 2000. At identical currency rates, net
earnings decreased 9.8% in 2001. The decline was related to higher financial
expenses, amortization of goodwill and exceptional charges. RETURN ON EQUITY
decreased from 15.3% in 2000 to 13.3% in 2001 due to increased shareholders'
equity associated with the share exchange with Delhaize America.
CASH EARNINGS PER SHARE
(IN EUR)
[CHART]
BALANCE SHEET (P. 50)
Delhaize Group's total ASSETS increased by 16.2% to EUR 12.1 billion as a result
of investments in existing activities and acquisitions. The share exchange with
Delhaize America resulted in an increase of goodwill and intangibles by EUR 1.2
billion to EUR 4.9 billion. Other major asset changes in 2001 included the
acquisition of the Greek food retail company Trofo, which was consolidated
beginning January 1, 2001, and
NET DEBT TO EQUITY
[CHART]
44 | Delhaize Group | Annual Report 2001
E-51
the closing of the operations of Super Discount Markets in the U.S., which was
consolidated until November 12, 2001. The Company is on track with the orderly
liquidation and resolution of the affairs of Super Discount Markets, in
accordance with its previously announced plans.
GROUP EQUITY, including minority interests, increased EUR 877.2 million or 30.5%
to EUR 3.8 billion. The total increase included an increase of EUR 712.1 million
due to the share exchange with Delhaize America, EUR 142.5 million translation
difference and EUR 14.9 million due to the appropriation of profit.
In 2001, Delhaize Group issued 40,360,979 shares, including 40,181,529 shares in
connection with the share exchange with Delhaize America and 179,450 in
connection with the equity-based compensation programs. In 2001, Delhaize Group
repurchased 575,300 of its own shares in connection with its stock option
programs and to regulate a possible flow back of its shares after the share
exchange with Delhaize America. Of these shares, Delhaize Group used 276,848
shares in 2001 to satisfy the exercise of stock options. At the end of 2001,
Delhaize Group owned 298,452 treasury shares. The number of outstanding Delhaize
Group shares, including treasury shares, increased in 2001 from 52,031,725 to
92,392,704. The average number of Delhaize Group shares outstanding, excluding
treasury shares, was 79,494,100 in 2001.
The Group's NET DEBT increased from EUR 4.6 billion at the end of 2000 to EUR
4.8 billion at the end of 2001 due to the appreciation of the U.S. dollar, an
increase in capital leases and the purchase price accounting related to the
share exchange with Delhaize America. At the end of 2001, EUR 3.9 billion or 81%
of the total net debt of Delhaize Group had a fixed rate, EUR 0.9 billion or 19%
a floating rate. Of Delhaize Group's financial long-term debt, 92.8% was
denominated in U.S. dollars, 6.9% in Euro and 0.3% in other currencies. In 2001,
the net debt-to-equity ratio of Delhaize Group decreased from 160.0% to 127.3%
due to the increase of Group equity. The net debt-to-operating cash flow ratio
improved from 3.6 in 2000 to 2.9 in 2001 due to the strong increase of cash flow
from operations.
DELHAIZE BELGIUM'S THREE YEAR PLAN 1999-2001
In 1999, Delhaize Belgium launched an ambitious, three-year plan to increase its
margin and bring it in line with the best performing continental European food
retailers. The aim of Delhaize Belgium was to attain an operating cash flow
margin of 5.5% at the end of 2001 compared to 3.8% in 1998 by launching
successful sales initiatives in its existing stores; extending its affiliates
and specialty stores network; focusing on gross margin increases through sales
mix changes; extending the number of private label products; and adhering to
more disciplined procurement procedures, all while keeping costs under control.
In 2001, Delhaize Belgium posted an average operating cash flow margin of 5.4%
of sales for the year and 6.1% in the fourth quarter.
OPERATING CASH FLOW MARGIN
DELHAIZE BELGIUM
[CHART]
CASH FLOW STATEMENT (P. 53)
Net Net cash provided by OPERATING ACTIVITIES increased from EUR 670.5 million
in 2000 to EUR 1.2 billion in 2001 primarily due to increased cash flow from
operations, improved working capital and reduced tax payments, partially offset
by higher interest payments as a result of the refinancing of the short-term
debt related to the Hannaford acquisition.
Large adjustments in non-cash charges were due to the first full year
consolidation of Hannaford and the share exchange with Delhaize America. Working
capital requirements improved by EUR 70.1 million. Major efforts, mainly at
Delhaize America, resulted in reduced inventories of EUR 87.2 million while
sales grew by 17.8%. Inventory turnover decreased from 50 to 43 days. Payables
decreased by EUR 47.3 million, resulting in a diminution of the payment period
from 34 days in 2000 to 30 days in 2001.
| 45
E-52
Net cash used in INVESTING ACTIVITIES decreased from EUR 3.3 billion to EUR
608.3 million. In 2000, net cash used in investing activities was high due to
the acquisition of Hannaford.
CAPITAL EXPENDITURE in 2001 amounted to EUR 553.6 million, an increase of 1.6%
compared to 2000. Capital expenditure in 2001 represented 2.6% of sales. The
modest increase was due to the deceleration of store openings, specifically in
the United States. In 2001, the Group's investments in tangible assets were
spread as follows: Delhaize America EUR 431.3 million; Delhaize Belgium EUR 93.8
million; other European operations EUR 19.8 million; Asia: EUR 7.4 million; and
corporate EUR 1.3 million.
In 2001, EUR 168.2 million was invested in new stores, EUR 168.6 million in
store remodels and expansions, and EUR 216.8 million primarily in information
technology, logistics and distribution. Delhaize Group added 83 new stores to
its sales network through organic growth and added 51 stores through
acquisitions. Delhaize America remodeled 145 existing stores. In 2001, total
selling area (including acquisitions) of Delhaize Group increased 3.9% from 4.8
million square meters (52.2 million square feet) at the end of 2000 to 5.0
million square meters (54.2 million square feet) at the end of 2001.
CAPITAL EXPENDITURE
(IN MILLIONS OF EUR)
[CHART]
In 2001, net cash used in FINANCING ACTIVITIES was EUR 460.1 million. In April
2001, Delhaize America refinanced the approximately EUR 2.7 billion short-term
loan facility used to fund the acquisition of Hannaford. It issued USD 600
million 7.375% notes due in 2006, USD 1.1 billion 8.125% notes due in 2011 and
USD 900 million 9.000% debentures due in 2031. Delhaize The Lion Nederland
issued EUR 150 million 5.5% Eurobonds due in 2006. As a consequence of these
transactions, Delhaize Group could repay in 2001 EUR 2.9 billion in short-term
loans, while net EUR 2.9 billion was added to its long-term loans.
Dividends and directors' remuneration for financial year 2000 rose to EUR 125.9
million because of the 9.7% increase in the 2000 dividend per share paid in 2001
and the issuance of 40.4 million shares, primarily due to the share exchange
with Delhaize America.
In late 1999, Delhaize America entered into agreements to hedge a potential
increase in interest rates prior to the planned long-term bond offering noted
above. The notional amounts of the agreements totaled USD 1.75 billion, or
approximately EUR 1.9 billion. These agreements were settled upon issuance of
the debt in April 2001, resulting in a cash outflow of USD 214.1 million (EUR
239.0 million, before taxes). Fifty-five percent of this amount was allocated to
goodwill in the purchase price allocation of the share exchange with Delhaize
America. The remaining 45% of this amount is amortized to interest expenses
according to the maturity of the various bond tranches. In 2001, the impact on
the interest expenses was EUR 6.4 million.
At the end of 2001, Delhaize Group's CASH AND CASH EQUIVALENTS amounted to EUR
384.7 million compared to EUR 233.9 million for the prior year. In 2001,
Delhaize Group generated EUR 455.8 million FREE CASH FLOW after dividend
payments and capital expenditure.
RISK MANAGEMENT
As a global market participant, Delhaize Group has exposure to different kinds
of financial risk. The major exposures are interest rate and foreign currency
exchange rate risks. The Delhaize Group's treasury function provides a
centralized service for the management and monitoring of these risks for all of
the Group's operations.
The risk policy of Delhaize Group is to hedge only interest rate or foreign
exchange transaction exposure that is clearly identifiable. Delhaize Group, in
principle, does not hedge foreign exchange translation exposure. The Group does
not utilize derivatives for speculative purposes.
46 | Delhaize Group | Annual Report 2001
E-53
CURRENCY RISK
Because a substantial portion of its assets, liabilities and operating results
are denominated in U.S. dollars, Delhaize Group is exposed to fluctuations in
the value of the U.S. dollar against the Euro. In line with its risk policy, the
Group does not hedge this U.S. dollar translation exposure.
In 2001, a variation of one USD cent in the exchange rate of the EUR would have
caused cash earnings of Delhaize Group to vary by 1% or EUR 3.3 million. During
the period 1994-2001, sales of the Group increased annually on average by 12.9%,
of which 9.0% was at identical exchange rates and 3.9% was due to currency
fluctuations. Cash earnings of Delhaize Group increased annually on average by
21.1% during the period 1994-2001, of which 17.6% was at identical exchange
rates and 3.5% was due to currency fluctuations.
A significant transaction risk for the Group due to variations in currencies is
the payments of dividends by the operating companies to the parent company.
Additional currency exposure arises when the parent company or Delhaize Group's
financing companies finance the Group's subsidiaries in their local currency.
Such intra-Group cross-currency lending is fully hedged through the use of
foreign exchange forward contracts or currency swaps. Delhaize Group's
subsidiaries borrow, in most of cases, directly in local currencies. As a
result, fluctuations in Delhaize Group's balance sheet ratios resulting from
changes in currencies are generally limited.
INTEREST RATE RISK
The Delhaize Group interest rate risk management objectives are to limit the
effect of interest rate changes on earnings and cash flows and to lower
borrowing costs. For that purpose, Delhaize America entered in late 1999 into
agreements to hedge against a potential increase in interest rates prior to the
planned long-term bond offering related to the Hannaford acquisition (as
explained earlier in this chapter).
At the end of 2001, 81% of the net debt of the Group was fixed for a period of
at least one year. As a consequence, a variation in short-term interest rates
would not have affected the Group's interest expenses materially. At the end of
2001, there was no major hedge to fix interest rates outstanding within Delhaize
Group.
Delhaize Group manages its debt and overall financing strategies using a
combination of short, medium and long-term debt. The Group finances its daily
working capital requirements, when necessary, through the use of its various
committed and uncommitted lines of credit and commercial paper programs. These
short- and medium-term borrowing arrangements generally bear interest at the
inter-bank offering rate of the originating country plus a margin, or at the
market rate plus a margin at the borrowing date.
LIQUIDITY RISK
Liquidity risk is the risk of being unable to meet all present and future
financial obligations as they come due. One of Delhaize Group's major objectives
is to maintain funding availability through any economic or business cycle.
Management closely monitors the amount of short-term funding and mix of
short-term funding to total debt, the overall composition of total debt and the
availability of committed credit facilities in relation to the level of
outstanding short-term debt. The Group's policy is to finance its operating
subsidiaries through a mix of retained earnings, third-party borrowings and
loans from the parent and Group financing companies, whichever is most
appropriate for the particular country and business concerned.
At the end of 2001, short-term borrowings of Delhaize Group were EUR 571.3
million. Delhaize America had a USD 500 million syndicated credit facility and
Delhaize "Le Lion" parent company a EUR 500 million commercial paper program. In
addition, Delhaize Group had, through its different companies, more than EUR 500
million committed bilateral credit facilities in the U.S. and Europe.
On December 31, 2001, Moody's Investors Service had a Baa3 rating on Delhaize
America. Standard & Poor's indicated a BBB minus rating. These ratings enable
Delhaize America to access a wide range of debt financing, including bonds and
committed bank facilities.
| 47
E-54
[PHOTO]
OPERATIONAL STATISTICS
- ------------------------------------------------------------------------------------------------------------------------------
NUMBER OF SALES OUTLETS (year-end)
- ------------------------------------------------------------------------------------------------------------------------------
2002(1) 2001 2000 1999 1998 1997 1996 1995 1994 1993 1992
- ------------------------------------------------------------------------------------------------------------------------------
Delhaize America 1,493 1,459 1,420 1,276 1,207 1,157 1,112 1,073 1,039 1,096 1,012
Belgium and G.D. Luxembourg 736 675 615 553 515 511 478 450 425 412 410
Greece 105 104 53 48 42 31 25 21 19 16 15
Czech Republic 98 94 99 99 58 43 30 20 12 8 7
Slovakia 17 16 15 14 1 -- -- -- -- -- --
Romania 15 10 10 -- -- -- -- -- -- -- --
Thailand 36 26 18 13 5 2 -- -- -- -- --
Indonesia 44 29 20 14 12 11 -- -- -- -- --
Singapore 36 31 30 25 -- -- -- -- -- -- --
- ------------------------------------------------------------------------------------------------------------------------------
SUBTOTAL 2,580 2,444 2,280 2,042 1,840 1,755 1,645 1,564 1,495 1,532 1,444
==============================================================================================================================
Super Discount Markets -- -- 30 20 18 14 13 13 13 11 9
France -- -- -- 50 46 47 42 33 30 -- --
- ------------------------------------------------------------------------------------------------------------------------------
TOTAL 2,580 2,444 2,310 2,112 1,904 1,816 1,700 1,610 1,538 1,543 1,453
- ------------------------------------------------------------------------------------------------------------------------------
(1) Estimate based on scheduled openings.
- -----------------------------------------------------------------------------------------------
SELLING AREA (in square meters)(1) (year-end)
- -----------------------------------------------------------------------------------------------
2001 2000 1999 1998 1997
- -----------------------------------------------------------------------------------------------
Delhaize America 4,160,925 4,008,572 3,360,724 3,037,849 2,820,679
Belgium and G.D. Luxembourg 537,916 501,376 463,813 435,590 420,207
Greece 145,984 66,075 58,550 50,600 41,252
Czech Rep. & Slovakia 101,923 102,224 99,183 65,934 50,791
Romania 6,511 6,511 -- -- --
Thailand 26,170 19,216 13,089 5,645 2,350
Indonesia 24,028 16,255 12,014 10,656 9,503
Singapore 32,125 31,828 23,913 -- --
- -----------------------------------------------------------------------------------------------
SUBTOTAL 5,035,582 4,752,057 4,031,286 3,606,274 3,344,782
===============================================================================================
Super Discount Markets -- 95,497 82,511 76,376 62,077
France -- -- 54,810 51,995 51,295
- -----------------------------------------------------------------------------------------------
TOTAL 5,035,582 4,847,554 4,168,607 3,734,645 3,458,154
- -----------------------------------------------------------------------------------------------
+3.9% +16.3% +11.6% +8.0%
- -----------------------------------------------------------------------------------------------
(1) Net selling area in stores, excluding storage. Net area = +/-84% of gross
area.
48 | Delhaize Group | Annual Report 2001
E-55
EXHIBIT 10.2
[PHOTO]
E-56
CONSOLIDATED BALANCE SHEET (note 1)
CONSOLIDATED ASSETS (in thousands of EUR)
- ---------------------------------------------------------------------------------------------------------------------------------
Note 2001 2000 1999
- ---------------------------------------------------------------------------------------------------------------------------------
FIXED ASSETS 9,135,116 7,487,397 3,202,440
- ---------------------------------------------------------------------------------------------------------------------------------
Establishment costs 4 24,599 3,641 3,758
- ---------------------------------------------------------------------------------------------------------------------------------
INTANGIBLE FIXED ASSETS 3 1,413,279 614,963 58,025
- ---------------------------------------------------------------------------------------------------------------------------------
GOODWILL ARISING ON CONSOLIDATION 2 3,445,945 3,050,227 369,241
- ---------------------------------------------------------------------------------------------------------------------------------
TANGIBLE FIXED ASSETS 5 4,216,878 3,792,149 2,765,771
Land and buildings 1,412,251 1,226,155 823,681
Plant, machinery and equipment 1,214,484 1,163,578 905,976
Fixtures and fittings, motor vehicles 113,405 88,732 65,615
Financing leases and similar contract rights 727,641 578,514 451,121
Other tangible fixed assets 699,765 672,825 447,005
Capital work in progress and prepayments 49,332 62,345 72,373
- ---------------------------------------------------------------------------------------------------------------------------------
FINANCIAL FIXED ASSETS 6 34,415 26,417 5,645
Companies at equity 531 531 540
Investments 531 531 540
Other companies 33,884 25,886 5,105
Investments 7,115 2,511 1,375
Receivables and deposits paid 26,769 23,375 3,730
- ---------------------------------------------------------------------------------------------------------------------------------
CURRENT ASSETS 2,950,700 2,910,281 2,525,146
- ---------------------------------------------------------------------------------------------------------------------------------
LONG-TERM RECEIVABLES 21,159 25,313 22,631
Other receivables 6,077 8,239 2,017
Deferred taxation 15,082 17,074 20,614
- ---------------------------------------------------------------------------------------------------------------------------------
INVENTORIES AND WORK IN PROGRESS 1,861,741 1,864,398 1,642,965
Inventories 1,861,741 1,864,398 1,642,965
Consumables 11,165 11,695 11,100
Goods for resale 1,819,299 1,833,199 1,619,317
Payments to account 31,277 19,504 12,548
- ---------------------------------------------------------------------------------------------------------------------------------
SHORT-TERM RECEIVABLES 522,602 655,938 449,293
Trade receivables 459,257 435,973 389,285
Other receivables 63,345 219,965 60,008
- ---------------------------------------------------------------------------------------------------------------------------------
SHORT-TERM INVESTMENTS 45,139 33,388 83,719
Treasury shares 17,445 -- --
Other investments 27,694 33,388 83,719
- ---------------------------------------------------------------------------------------------------------------------------------
CASH AND BANK 364,160 239,747 282,371
- ---------------------------------------------------------------------------------------------------------------------------------
PREPAYMENTS AND ACCRUED INCOME 135,899 91,497 44,167
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
TOTAL ASSETS 12,085,816 10,397,678 5,727,586
- ---------------------------------------------------------------------------------------------------------------------------------
50 | Delhaize Group | Annual Report 2001
E-57
CONSOLIDATED LIABILITIES & SHAREHOLDERS' EQUITY (in thousands of EUR)
- -------------------------------------------------------------------------------------------------------------------------------
Note 2001 2000 1999
- -------------------------------------------------------------------------------------------------------------------------------
SHAREHOLDERS' EQUITY 3,716,037 1,364,691 1,085,565
- -------------------------------------------------------------------------------------------------------------------------------
CAPITAL 7 46,196 26,016 25,166
Called up share capital 46,196 26,016 25,166
SHARE PREMIUM ACCOUNT 7 2,264,225 26,232 25,579
- -------------------------------------------------------------------------------------------------------------------------------
REVALUATION RESERVES 8 17,788 18,227 16,613
- -------------------------------------------------------------------------------------------------------------------------------
GROUP RESERVES 9 1,178,174 1,167,988 935,184
Parent company reserves 74,013 66,468 71,253
Consolidated reserves 1,104,161 1,101,520 863,931
- -------------------------------------------------------------------------------------------------------------------------------
GOODWILL ARISING ON CONSOLIDATION -- -- 47
- -------------------------------------------------------------------------------------------------------------------------------
CUMULATIVE TRANSLATION ADJUSTMENT 10 209,654 126,228 82,976
- -------------------------------------------------------------------------------------------------------------------------------
MINORITY INTERESTS 11 35,594 1,509,720 905,360
- -------------------------------------------------------------------------------------------------------------------------------
PROVISIONS FOR LIABILITIES
AND CHARGES AND DEFERRED TAXATION 993,311 578,591 185,181
- -------------------------------------------------------------------------------------------------------------------------------
Provisions for liabilities and charges 12 368,014 353,550 129,948
Pensions and similar obligations 25,898 9,973 4,307
Taxation -- -- 520
Major repairs and maintenance 282 134 132
Other liabilities and charges 341,834 343,443 124,989
Deferred taxation 13 625,297 225,041 55,233
- -------------------------------------------------------------------------------------------------------------------------------
CREDITORS 7,340,874 6,944,676 3,551,480
- -------------------------------------------------------------------------------------------------------------------------------
AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR 14, 16 4,546,152 1,350,160 1,115,978
Financial liabilities 4,529,875 1,338,844 1,104,134
Non-subordinated debenture loans 3,744,444 646,571 587,496
Liabilities under financing leases 768,739 649,065 481,746
Credit institutions 16,546 37,904 34,892
Other loans 146 5,304 --
Trade creditors 2,158 -- 1,310
Suppliers 2,158 -- 1,310
Other liabilities 14,119 11,316 10,534
- -------------------------------------------------------------------------------------------------------------------------------
AMOUNTS FALLING DUE WITHIN ONE YEAR 15, 16 2,622,429 5,466,132 2,323,391
Current portion of long-term debts 66,543 174,831 58,976
Financial liabilities 571,298 3,348,439 607,339
Credit institutions 455,659 3,187,873 582,338
Other borrowings 115,639 160,566 25,001
Trade creditors 1,443,482 1,396,773 1,160,115
Suppliers 1,438,813 1,392,532 1,144,837
Bills payable 4,669 4,241 15,278
Payments received on account -- 47 114
Liabilities for taxes, salaries and social security 353,170 388,238 406,857
Income taxes 74,935 102,999 60,719
Salaries and social security 278,235 285,239 346,138
Other liabilities 187,936 157,804 89,990
- -------------------------------------------------------------------------------------------------------------------------------
ACCRUALS AND DEFERRED INCOME 172,293 128,384 112,111
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES 12,085,816 10,397,678 5,727,586
- -------------------------------------------------------------------------------------------------------------------------------
| 51
E-58
CONSOLIDATED INCOME STATEMENT (note 1)
(in thousands of EUR)
- ---------------------------------------------------------------------------------------------------------------------------------
Note 2001 2000 1999
- ---------------------------------------------------------------------------------------------------------------------------------
OPERATING INCOME 21,920,023 18,576,729 14,589,206
- ---------------------------------------------------------------------------------------------------------------------------------
Sales 18 21,395,945 18,168,166 14,310,129
Other operating income 524,078 408,563 279,077
- ---------------------------------------------------------------------------------------------------------------------------------
Operating expenses (-) (20,998,720) (17,837,216) (13,941,024)
Merchandise and consumables 15,968,370 13,695,993 10,806,796
Purchases 15,881,843 13,605,519 10,893,052
Inventories and work in progress (increase -, decrease +) 86,527 90,474 (86,256)
Miscellaneous goods and services 1,439,853 1,239,784 955,603
Salaries, social security and pensions 19 2,783,011 2,328,085 1,805,243
Depreciation and amounts written off establishment costs,
intangible and tangible fixed assets 20 629,436 465,563 319,188
Amortization of goodwill arising on consolidation 20 89,957 39,932 8,717
Amounts written off stocks, work in progress and trade debtors
(charged +, applied or released -) 2,264 3,330 16,318
Provisions for liabilities and charges
(charged +, applied or released -) (30,226) (6,715) (8,134)
Other operating expenses 116,055 71,244 37,293
- ---------------------------------------------------------------------------------------------------------------------------------
OPERATING PROFIT (+) 18 921,303 739,513 648,182
- ---------------------------------------------------------------------------------------------------------------------------------
FINANCIAL INCOME 15,242 15,060 9,040
Income from financial fixed assets 161 655 137
Income from current assets 9,743 9,063 4,391
Other financial income 5,338 5,342 4,512
- ---------------------------------------------------------------------------------------------------------------------------------
FINANCIAL EXPENSES (-) 21 (479,504) (311,284) (149,154)
Interest payable and similar charges 445,295 282,132 130,932
Amounts written off current assets 1,514 -- --
Other financial expenses 32,695 29,152 18,222
- ---------------------------------------------------------------------------------------------------------------------------------
NET FINANCIAL RESULTS (464,262) (296,224) (140,114)
- ---------------------------------------------------------------------------------------------------------------------------------
CURRENT PROFIT OF CONSOLIDATED COMPANIES BEFORE TAXATION 457,041 443,289 508,068
- ---------------------------------------------------------------------------------------------------------------------------------
EXCEPTIONAL INCOME 22 11,379 38,961 19,640
Release of depreciation and amounts written off
intangible and tangible fixed assets -- -- 1
Release of amounts written off financial fixed assets -- -- 3
Amounts released from provisions for exceptional liabilities and charges 343 -- 523
Gains on the disposal of fixed assets 8,401 37,961 17,685
Other exceptional income 2,635 1,000 1,428
- ---------------------------------------------------------------------------------------------------------------------------------
EXCEPTIONAL EXPENSES (-) 22 (107,829) (80,260) (17,005)
Exceptional depreciation and amounts written off
establishment costs, intangible and tangible fixed assets 15,947 6,872 --
Amounts written off financial fixed assets 475 -- --
Provisions for exceptional liabilities and charges 21,402 27,866 731
Losses on the disposal of fixed assets 12,558 2,636 15,046
Other exceptional expenses 57,447 42,886 1,228
- ---------------------------------------------------------------------------------------------------------------------------------
NET EXCEPTIONAL RESULTS (96,450) (41,299) 2,635
- ---------------------------------------------------------------------------------------------------------------------------------
PROFIT OF THE CONSOLIDATED COMPANIES BEFORE TAXATION 360,591 401,990 510,703
- ---------------------------------------------------------------------------------------------------------------------------------
DEFERRED TAXATION 23 (68,436) (41,784) (32,188)
Transfer to deferred taxes (69,029) (43,607) (34,108)
Release of deferred taxes 593 1,823 1,920
- ---------------------------------------------------------------------------------------------------------------------------------
TAX ON PROFITS 23 (123,397) (103,944) (157,339)
Tax on profits (123,452) (105,046) (158,097)
Tax adjustments and release of provisions for taxation 55 1,102 758
- ---------------------------------------------------------------------------------------------------------------------------------
TOTAL INCOME TAXES (191,833) (145,728) (189,527)
- ---------------------------------------------------------------------------------------------------------------------------------
PROFIT OF THE CONSOLIDATED COMPANIES 168,758 256,262 321,176
- ---------------------------------------------------------------------------------------------------------------------------------
SHARE IN RESULTS OF COMPANIES AT EQUITY -- (80) --
Loss -- (80) --
- ---------------------------------------------------------------------------------------------------------------------------------
CONSOLIDATED PROFIT 18 168,758 256,182 321,176
- ---------------------------------------------------------------------------------------------------------------------------------
INTEREST OF THIRD PARTIES IN THE RESULTS 19,338 95,495 151,290
- ---------------------------------------------------------------------------------------------------------------------------------
GROUP SHARE IN THE RESULTS 24 149,420 160,687 169,886
- ---------------------------------------------------------------------------------------------------------------------------------
APPROPRIATIONS AND TRANSFERS
Profit of the current year to be appropriated 149,420 160,687 169,886
Transfer to reserves (14,891) (34,700) (104,459)
- ---------------------------------------------------------------------------------------------------------------------------------
PROFIT TO BE DISTRIBUTED (-) (134,529) (125,987) (65,427)
Dividends 133,423 125,038 64,501
Directors' fees 1,106 949 926
52 | Delhaize Group | Annual Report 2001
E-59
CONSOLIDATED STATEMENT OF CASH FLOWS (note 1)
(in thousands of EUR)
- -------------------------------------------------------------------------------------------------------------------------------
Note 2001 2000 1999
- -------------------------------------------------------------------------------------------------------------------------------
OPERATING ACTIVITIES 25
- -------------------------------------------------------------------------------------------------------------------------------
Net income 149,420 160,687 169,886
Minority interest 19,338 95,495 151,290
Share in loss of companies accounted for under the equity method -- 80 --
Adjustments for
Depreciation and amortization 735,340 512,367 327,905
Provisions for losses on accounts receivable and inventory obsolescence 4,253 3,330 16,315
Income taxes 123,397 103,944 157,339
Interest expense and similar charges 445,295 282,132 130,932
Investment income (9,904) (9,718) (4,528)
Loss on disposal of fixed assets 12,558 2,636 15,046
Gain on disposal of fixed assets (8,401) (37,961) (17,685)
- -------------------------------------------------------------------------------------------------------------------------------
1,471,296 1,112,992 946,500
- -------------------------------------------------------------------------------------------------------------------------------
Changes in working capital requirement
Inventories 87,221 88,747 (84,193)
Receivables 72,734 (177,209) (96,840)
Prepaid expenses/accrued income 32,811 (33,186) (7,600)
Trade payables (47,318) (20,744) 93,329
Other payables (36,813) 77,292 51,768
Accrued deferred income (38,494) (16,916) (22,464)
Additions to provisions for liabilities and deferred taxation 59,268 62,936 24,262
- -------------------------------------------------------------------------------------------------------------------------------
CASH GENERATED FROM OPERATIONS 1,600,705 1,093,912 904,762
Interest paid (367,662) (268,979) (110,625)
Income taxes paid (24,557) (154,443) (176,501)
- -------------------------------------------------------------------------------------------------------------------------------
NET CASH PROVIDED BY OPERATING ACTIVITIES 1,208,486 670,490 617,636
- -------------------------------------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES 25
- -------------------------------------------------------------------------------------------------------------------------------
Purchase of shares in consolidated companies, net of cash
and cash equivalents acquired (69,950) (2,948,965) (226,225)
Purchase of tangible fixed assets (553,569) (544,717) (524,660)
Purchase of intangible fixed assets (12,720) (1,672) (29,636)
Purchase of financial fixed assets (4,488) (2,216) --
Sale of shares in consolidated companies, net of cash
and cash equivalents divested -- 70,963 --
Sale of tangible and intangible fixed assets 24,593 94,192 22,312
Sale of financial fixed assets -- 688 8
Cash loans made (9,838) (8,535) (920)
Cash received from the repayment of loans 7,736 105 74
Dividends received 161 655 137
Interest received 9,743 9,062 4,391
- -------------------------------------------------------------------------------------------------------------------------------
NET CASH USED IN INVESTING ACTIVITIES (608,332) (3,330,440) (754,519)
- -------------------------------------------------------------------------------------------------------------------------------
CASH FLOW BEFORE FINANCING ACTIVITIES 600,154 (2,659,950) (136,883)
- -------------------------------------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES 25
- -------------------------------------------------------------------------------------------------------------------------------
Proceeds from the exercise of share warrants 8,007 660 2,423
Borrowings under long-term loans 3,075,398 17,150 158,125
Direct financing costs (31,330) -- --
Repayment of long-term loans (209,275) (93,258) (107,492)
Borrowings under short-term loans (> three months) 473,967 371,799 402,059
Repayment under short-term loans (> three months) (502,237) (557,134) (168,568)
Additions to (repayments of) short-term loans (< three months) (2,864,167) 2,888,683 202,950
Dividends and directors' share of profit (125,905) (65,427) (59,105)
Dividends paid by subsidiaries to minority interests (18,448) (51,779) (40,656)
Subsidiary capital transactions (treasury stock purchases) -- -- (133,930)
Increase in capital of subsidiaries by minority interests 193 -- --
Proceeds upon conversion of stock option at a subsidiary 8,980 4,858 1,122
Purchases of treasury shares (36,243) -- --
Loss on rate-lock related to long-term bond (239,027) -- --
- -------------------------------------------------------------------------------------------------------------------------------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES (460,087) 2,515,552 256,928
Effect of foreign exchange translation differences 9,398 14,458 20,823
Change of the scope of consolidation 1,390 -- 2,186
- -------------------------------------------------------------------------------------------------------------------------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 150,855 (129,940) 143,054
Cash and cash equivalents - Beginning of the year 233,875 363,815 220,761
Cash and cash equivalents - End of the year 384,730 233,875 363,815
Cash and short-term investments 391,854 273,135 366,090
Bank overdrafts payable on demand (7,124) (39,260) (2,275)
Cash and cash equivalents, as reported 384,730 233,875 363,815
| 53
E-60
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (note 1)
(in thousands of EUR)
- ------------------------------------------------------------------------------------------------------------------------------------
Cumulative
Number of Share Translation Total
Shares Premium Revaluation Group Adjustment Shareholders'
Outstanding Capital Account Reserves Reserves and Other Equity
- ------------------------------------------------------------------------------------------------------------------------------------
BALANCES AT JANUARY 1, 1999 51,962,625 25,139 23,183 17,053 876,874 (30,932) 911,317
Capital increases 54,300 27 2,396 -- -- -- 2,423
Dividends and directors remuneration -- -- -- -- (65,427) -- (65,427)
Change in cumulative
translation adjustment -- -- -- -- -- 113,908 113,908
Changes in equity due to
subsidiary capital transactions -- -- -- -- (46,589) -- (46,589)
Other -- -- -- (440) 440 47 47
Net income -- -- -- -- 169,886 -- 169,886
- ------------------------------------------------------------------------------------------------------------------------------------
BALANCES AT DECEMBER 31, 1999 52,016,925 25,166 25,579 16,613 935,184 83,023 1,085,565
Capital increases 14,800 7 653 -- -- -- 660
Dividends and directors remuneration -- -- -- -- (125,987) -- (125,987)
Change in cumulative
translation adjustment -- -- -- -- -- 43,252 43,252
Changes in equity due to
subsidiary capital transactions -- -- -- -- 198,508 -- 198,508
Other -- 843 -- 1,614 (404) (47) 2,006
Net income -- -- -- -- 160,687 -- 160,687
- ------------------------------------------------------------------------------------------------------------------------------------
BALANCES AT DECEMBER 31, 2000 52,031,725 26,016 26,232 18,227 1,167,988 126,228 1,364,691
Capital increases 40,360,979 20,180 2,237,993 -- -- -- 2,258,173
Dividends and directors remuneration -- -- -- -- (134,529) -- (134,529)
Change in cumulative
translation adjustment -- -- -- -- -- 83,426 83,426
Changes in equity due to
subsidiary capital transactions -- -- -- -- (5,144) -- (5,144)
Other -- -- -- (439) 439 -- --
Net income -- -- -- -- 149,420 -- 149,420
- ------------------------------------------------------------------------------------------------------------------------------------
BALANCES AT DECEMBER 31, 2001 92,392,704 46,196 2,264,225 17,788 1,178,174 209,654 3,716,037
- ------------------------------------------------------------------------------------------------------------------------------------
Treasury shares (298,452)
- ------------------------------------------------------------------------------------------------------------------------------------
Outstanding shares excl. treasury shares 92,094,252
QUARTERLY DATA
(Unaudited) (in millions of EUR, except EPS)
- -------------------------------------------------------------------------------------------------------------------------------
2001 Full Year 4th Quarter 3rd Quarter 2nd Quarter 1st Quarter
- -------------------------------------------------------------------------------------------------------------------------------
Sales 21,395.9 5,452.3 5,453.2 5,496.8 4,993.6
Cash flow from operations (EBITDA) 1,649.2 456.1 414.3 412.7 366.1
Reported earnings 149.4 90.8 (14.9) 46.8 26.7
Cash earnings 339.0 112.9 92.8 86.9 46.4
Reported EPS 1.88 0.99 (0.16) 0.58 0.51
Cash EPS 4.26 1,23 1.00 1.07 0.89
2000 Full Year 4th Quarter 3rd Quarter 2nd Quarter 1st Quarter
- -------------------------------------------------------------------------------------------------------------------------------
Sales 18,168.2 6,223.8 4,460.9 3,932.0 3,551.5
Cash flow from operations (EBITDA) 1,274.5 463.5 300.3 268.6 242.1
Reported earnings 160.7 66.7 7.8 46.1 40.1
Cash earnings 187.7 59.5 38.1 48.3 41.8
Reported EPS 3.09 1.28 0.15 0.89 0.77
Cash EPS 3.61 1.14 0.73 0.93 0.80
54 | Delhaize Group | Annual Report 2001
E-61
1. BASIS OF PREPARATION AND ACCOUNTING POLICIES
1. PRINCIPLE OF CONSOLIDATION
FULL CONSOLIDATION
Companies over which control is exercised as of right or de facto are fully
consolidated.
PROPORTIONAL CONSOLIDATION
Companies over which joint control is exercised are consolidated
proportionately.
EQUITY METHOD
Companies on which the Group has a strong influence, particularly by owning
voting rights between 10 and 50%, are accounted for by the equity method.
COMPANIES TO WHICH THESE CRITERIA ARE NOT APPLIED:
- - Companies which have ceased trading or whose results are not
significant to the Group, individually and in aggregate, are excluded
from the scope of consolidation.
- - Companies whose activity is fundamentally different from those of the
Group and which are not significant in terms of the Group, individually
and in aggregate, are also excluded.
2. GROUP ACCOUNTING POLICIES
The Group accounting policies are based on those of the holding company. The
accounts of consolidated subsidiaries are restated as necessary in order to
comply with the accounting policies stated below, where such restatement has a
significant effect on the consolidated accounts taken as a whole.
ESTABLISHMENT COSTS
These costs are capitalised only by decision of the Board of Directors. When
capitalised, they are depreciated over a period of 5 years or, if they relate to
loan issue costs, the period of the loans.
INTANGIBLE FIXED ASSETS
The intangible fixed assets appearing on the balance sheet are amortized on the
basis of the economic life of the assets in question. The amortization period
of the main intangible assets are as follows:
Concessions, patent, licences
- Trade names 40 years
- Distribution network 40 years
- Assembled workforce 2-13 years
Goodwill
- Favorable lease rights lease term
- Prescription files 15 years
GOODWILL ARISING ON CONSOLIDATION
Goodwill arising on consolidation of the accounts of a company on entry within
the scope of consolidation, or when the holding percentage in a company is
modified, is allocated, to the extent possible, to the assets and liabilities of
the company concerned. The unallocated difference appears in the balance sheet
as "Goodwill arising on consolidation".
The amounts allocated to assets are amortized on the basis of their nature. The
amounts recorded as "Goodwill arising on consolidation" are amortized, as a
rule, over a period of 20 or 40 years, given the nature of the sector which
provides a steady and non-cyclic return. The choice of rate depends on the
country where the investment is made: 40 years for countries with a mature
economy and 20 years for countries with an emerging economy.
TANGIBLE FIXED ASSETS
Tangible fixed assets are recorded in the balance sheet at purchase price, at
cost price or at agreed capital contribution value. Assets held under financing
leases are valued at an amount equal to the fraction of deferred payments,
provided for under the contract, representing the repayment of the capital value
of the assets.
Depreciation is based on the economic life of the assets in question, as a rule:
- - Buildings 40 years
- - Distribution centres 33 years
- - Plant, machinery and equipment 3-14 years
- - Furniture, vehicles and other tangible fixed asset 5-10 years
Ancillary costs related to buildings are either allocated to the asset and
depreciated over the same period as the asset in question, or written off as
incurred.
FINANCIAL FIXED ASSETS
Investments included in "Companies at equity" appear at the value of the Group
share in the equity of the companies in question. Other investments are included
at cost, less any provision required to reflect a long-term impairment of value.
INVENTORIES
Inventories are valued on a FIFO (First In, First Out) basis. In practice, this
means:
A) Distribution centers
Inventories are valued at net purchase price or at market price at the end of
the year, whichever is lower.
B) Sales outlets
Inventories are valued:
- - either according to the "Retail Inventory Method" used by retail
companies which corresponds to the use of the sales price of goods less
a weighted average percentage margin per family of articles (shelf
family).
- - or at their latest purchase price.
RECEIVABLES AND PAYABLES
Amounts receivable and payable are recorded at their nominal value, less
provision for any amount receivable whose value is considered to be impaired on
a long-term basis. Amounts receivable and payable in another currency than the
currency of the subsidiary are valued at the exchange rate on the closing date.
The resulting translation difference on conversion (for each currency) is
written off if it is a loss and deferred if it is a gain. Exchange gains and
losses and conversion differences arising on debts contracted to finance
non-monetary assets are recognized based on the principle of matching expenses
to the income to which they relate.
PROVISIONS AND DEFERRED TAXES
Provisions for liabilities and charges are set up to cover probable or certain
losses of precisely determined nature but whose amount, as at the balance
sheet date, is not precisely known. They include, principally:
- - pension obligations, early retirement benefits and similar benefits due
by consolidated companies to present or past members of staff;
- - taxation due on review of taxable income or tax calculations not
already included in the estimated tax payable included in amounts due
within one year;
- - significant reorganisation costs;
- - self-insurance reserves for workers' compensation, general liability
and vehicle accident claims;
- - charges for which the company may be liable as a result of current
litigation.
| 55
E-62
Deferred taxes are calculated using the liability method on a full provision
basis, thus, taking into account temporary differences between book and tax
values of assets and liabilities in the consolidated balance sheet. Deferred
taxes have two sources: temporary differences in the accounts of Group companies
and consolidation adjustments.
Deferred tax assets are included in the consolidated accounts only to the extent
that their realisation is probable in the foreseeable future. Within each fiscal
entity in the Group, deferred tax assets and liabilities are offset. Net asset
balances are recorded under a separate account of long term assets.
TRANSLATION OF FOREIGN CURRENCIES
The balance sheets of foreign subsidiaries are converted to Euro's at the
year-end rate (closing rate).
The profit and loss accounts are translated at the average daily rate, i.e. the
yearly average of the rates each working day of the currencies involved. The
differences arising from the use of the average daily rate for the profit and
loss account and the closing rate for the balance sheet is taken to the
"Cumulative translation adjustment" component of equity.
- ------------------------------------------------------------------
(in EUR) Closing Rate Average Daily Rate
- ------------------------------------------------------------------
2001 2000 2001 2000
- ------------------------------------------------------------------
1 USD 1.134687 1.074690 1.116570 1.085001
100 GRD 0.293506 0.293506 0.293506 0.297125
100 CZK 3.128714 2.824499 2.935307 2.809898
100 SKK 2.337537 2.271696 2.309475 2.345469
100 THB 2.557270 2.449932 2.512029 2.704023
100 IDR 0.010808 0.011034 0.010982 0.013014
1 SGD 0.613271 0.612823 0.623480 0.629262
100 ROL 0.003594 0.004098 0.003842 0.004884
3. SCOPE OF CONSOLIDATION
MAIN CHANGES DURING 1999. In 1999, Delhaize Group made acquisitions
for an aggregate amount of EUR 226.2 million.
MAIN CHANGES DURING 2000. In 2000, Delhaize Group made acquisitions for an
aggregate amount of EUR 3,830.6 million (including capital consideration).
MAIN CHANGES DURING 2001. In 2001, Delhaize Group made acquisitions for an
aggregate amount of EUR 2,324.1 million (including capital consideration).
DELHAIZE AMERICA
On April 25, 2001, Delhaize Group and Delhaize America consummated a share
exchange transaction in which Delhaize Group acquired all of the outstanding
shares of Delhaize America which it did not already own. Delhaize America
shareholders exchanged their shares of Delhaize America common stock for 0.4
ordinary share or American Depositary Receipt (ADR) of Delhaize Group. As a
result of the share exchange, Delhaize America became a wholly-owned subsidiary
of Delhaize Group. The share exchange resulted in the issuance of 40,181,529 new
shares of Delhaize Group having an aggregate value of EUR 2,250.2 million. Stock
option exercise costs and additional direct costs incurred in connection with
the share exchange, principally investment banking, legal and other professional
fees, in the amount of EUR 24.5 million have been included in the purchase price
allocation.
The share exchange with Delhaize America was accounted for using the
purchase method of accounting, as a step acquisition. The purchase price is
allocated to acquired assets and liabilities assumed, based on their estimated
fair values at the date of acquisition, and any excess is allocated to goodwill
(as Delhaize Group already owned approximately 45% of Delhaize America, only the
55% of assets and liabilities that it did not already own was subject to the
purchase price allocation. The existing 45% was maintained at book value). The
share exchange resulted in goodwill of approximately EUR 1.9 billion, which will
be amortized over 40 years using the straight-line method. As part of the
purchase price allocation, EUR 1,634.7 million representing 55% of the
existing goodwill related to the acquisition of Kash n' Karry and Hannaford by
Delhaize America, was cancelled and transferred to the goodwill recorded in the
share exchange, as this amount represented the minority interest portion in the
existing goodwill.
The net purchase price was allocated as follows:
- --------------------------------------------------------------------------
(in millions of EUR)
- --------------------------------------------------------------------------
Goodwill arising on consolidation 1,905
Goodwill arising on consolidation (55% of existing
goodwill on Hannaford and Kash n' Karry) (1,635)
Intangible assets 808
Tangible fixed assets 221
Other assets (55% of rate lock loss, net of tax) (81)
Minority interests 1,538
Provisions for liabilities and deferred taxes (418)
Long-term debt (66)
Short-term obligations 3
- --------------------------------------------------------------------------
Purchase price 2,275
- --------------------------------------------------------------------------
TROFO
In January 2001, Delhaize Group acquired Trofo, a Greek food retailer, and its
fully-owned subsidiary ENA, a Greek food retailer.
DELHAIZE BELGIUM
In April 2001, Delhaize Group bought 30% of the transport company Wambacq
Peeters, to bring its ownership interest to 85%.
In April 2001, Delhaize Group acquired Svemark and its fully-owned subsidiary
Regab, both Dutch companies that own a distribution center located in Zellik
used by Delhaize Belgium.
In October 2001, Delhaize Group bought SID, that owns an AD Delhaize store
operated by an independent affiliate.
SUPER DISCOUNT MARKETS
On November 12, 2001, Super Discount Markets filed for protection under Chapter
11 of the U.S. Bankruptcy Code and has elected to use Chapter 11 procedures to
effect a liquidation of its business.
4. METHODOLOGY
CONSOLIDATED BALANCE SHEET
In analyzing the different asset and liability accounts, it must be remembered
that the closing rate for the American dollar used for the conversion of the
balance sheets of the U.S. companies is EUR 1.135 at the end of 2001 compared
with EUR 1.075 at the end of 2000, an increase of 5.6%. In 2001, the accounts of
Trofo and ENA are consolidated for the first time, while the accounts of Super
Discount Markets are no longer included in the consolidated balance sheet.
56 | Delhaize Group | Annual Report 2001
E-63
CONSOLIDATED INCOME STATEMENT
In analyzing the consolidated results, it should be noted that the average daily
rate for one USD used in translating the results of American companies is EUR
1.1166 against EUR 1.085 in 2000, i.e. a 2.9% increase. The consolidated income
statement includes the results of Trofo and Ena for the full year and the
results of Super Discount Markets from January 1 to November 12, 2001.
CONSOLIDATED STATEMENT OF CASH FLOWS
Belgian law and European directives are silent on the publication of a statement
of cash flows and the methods to be used for preparing such a statement. The
method used by the Group is accordingly based on international standards
published by the I.A.S.B. (International Accounting Standards Board). In
particular, IAS 7 deals with the statement of cash flows.
This statement describes the cash movements that result from three types of
activity: operating, investing and financing.
Under IAS 7 the flow from operating activities can be determined on the basis of
two methods:
- - the direct method, whereby the most important categories of incoming
and outgoing gross funds (receipt of payments from clients, payments to
suppliers, etc.) are used to obtain the net cash flow generated by
operating activities.
- - the indirect method, whereby the net profit is adjusted for
non-monetary transactions (such as depreciation) and transactions
concerning investing and financing activities.
Although companies are encouraged to use the direct method, the Group has, like
most other companies which publish a statement of cash flows, opted to use the
indirect method that is easier to employ.
Cash flows arising from transactions in foreign currencies are translated using
the average exchange rate between EURO and the foreign currencies.
2. GOODWILL ARISING ON CONSOLIDATION
The balance on this account represents the unallocated difference arising on
investments between the acquisition cost of shareholdings and the corresponding
share of their net worth.
This consolidation goodwill is amortized at an annual rate of 5% for companies
in emerging economies and 2.5% for companies in countries with a mature economy
(United States and Belgium). New goodwill was recognised on the acquisitions of
the remaining 55.12% of Delhaize America (EUR 1,905.1 million), Trofo (EUR 77.9
million) and Wambacq Peeters (EUR 0.4 million). As part of the purchase price
allocation, EUR 1,634.7 million representing 55% of the existing goodwill,
related to the acquisition of Kash n' Karry and Hannaford by Delhaize America,
was cancelled and transferred to the goodwill recorded in the share exchange, as
this amount represented the minority interest portion in the existing goodwill.
Goodwill amortization was EUR 90.0 million.
- --------------------------------------------------------
(in millions of EUR) 2001 2000
- --------------------------------------------------------
United States 3,332.2 3,008.4
Belgium 6.2 6.2
Rest of Europe 98.1 25.6
Asia 9.4 10.0
- --------------------------------------------------------
3,445.9 3,050.2
- --------------------------------------------------------
- --------------------------------------------------------------------
GOODWILL ARISING ON CONSOLIDATION (in thousands of EUR)
- --------------------------------------------------------------------
At the end of the previous year 3,050,227
Movements during the current year:
- - Transfer to other accounts 2,760
- - Change in the scope of consolidation 350,318
- - Amortization (89,957)
- - Translation difference 132,597
- --------------------------------------------------------------------
Net book value at the end of the financial year 3,445,945
- --------------------------------------------------------------------
3. INTANGIBLE FIXED ASSETS
The increase in this account is primarily attributable to the intangible assets
identified in the purchase price allocation of the share exchange with Delhaize
America, which are mainly favorable lease rights (EUR370.9 million), trade names
(EUR 270.4 million), distribution network (EUR 135.1 million) and workforce
(EUR 62.9 million).
ANALYSIS OF INTANGIBLE FIXED ASSETS (in thousands of EUR)
- -----------------------------------------------------------------------------------------------------------------------
Research & Development Costs Concessions, Patents, Licences
- -----------------------------------------------------------------------------------------------------------------------
Cost
At the end of the previous year 238 538,343
Movements during the current year:
- Acquisitions 222 1,042
- Sales and disposals (248) (35)
- Transfer to other accounts 4,801
- Translation difference 10 37,261
- Change in the scope of consolidation 4 443,125
At the end of the financial year 226 1,024,537
- -----------------------------------------------------------------------------------------------------------------------
DEPRECIATION AND AMOUNTS WRITTEN OFF
At the end of the previous year (238) (18,637)
Movements during the current year:
- Charged to income statement (222) (36,384)
- Cancelled 248 35
- Transfer to other accounts (406)
- Translation difference (10) (1,365)
- Change in the scope of consolidation (4) 13,610
At the end of the financial year 226 (43,147)
- -----------------------------------------------------------------------------------------------------------------------
Net book value at the end of the financial year -- 981,390
- -----------------------------------------------------------------------------------------------------------------------
ANALYSIS OF INTANGIBLE FIXED ASSETS (in thousands of EUR)
- --------------------------------------------------------------------------------------------
Goodwill Deposits Paid
- --------------------------------------------------------------------------------------------
Cost
At the end of the previous year 113,509 221
Movements during the current year:
- Acquisitions 11,443 3
- Sales and disposals (3,960) (129)
- Transfer to other accounts (1,909) (1)
- Translation difference 12,359 8
- Change in the scope of consolidation 339,699
At the end of the financial year 471,141 102
- --------------------------------------------------------------------------------------------
Depreciation and amounts written off
At the end of the previous year (18,347) (126)
Movements during the current year:
- Charged to income statement (31,913)
- Cancelled (152) 129
- Transfer to other accounts
- Translation difference (1,410) (3)
- Change in the scope of consolidation 10,352
At the end of the financial year (39,354) --
- --------------------------------------------------------------------------------------------
Net book value at the end of the financial year 431,787 102
- --------------------------------------------------------------------------------------------
| 57
E-64
4. ESTABLISHMENT COSTS
Establishment costs represent debt issuance costs at Delhaize America, Delhaize
"Le Lion" and Delhaize "The Lion" Nederland.
- -------------------------------------------------------------------------------
ANALYSIS OF ESTABLISHMENT COSTS (in thousands of EUR)
- -------------------------------------------------------------------------------
Net book value at the end of the previous financial year 3,641
Movements during the current year:
- - Newly incurred costs 22,205
- - Depreciation (1,747)
- - Translation difference 500
- -------------------------------------------------------------------------------
Net book value at the end of the financial year 24,599
- -------------------------------------------------------------------------------
Being: debt issuance costs 24,599
- -------------------------------------------------------------------------------
Newly incurred costs are related to the issuance by Delhaize America of bonds
and debentures for a total amount of USD 2.6 billion, and the issuance by
Delhaize "The Lion" Nederland of a EUR 150 million Eurobond.
5. TANGIBLE FIXED ASSETS
- ---------------------------------------------------------
(in millions of EUR) 2001 2000
- ---------------------------------------------------------
United States 3,432.5 3,086.1
Belgium 430.9 390.7
Rest of Europe 317.3 289.6
Asia 25.5 23.0
Corporate 10.7 2.7
- ---------------------------------------------------------
4,216.9 3,792.1
- ---------------------------------------------------------
Changes in tangible fixed assets were as follows:
Acquisitions: 628.8 million
Disposals: (46.4) million
Depreciation: (575.2) million
Foreign exchange: 189.1 million
Change in scope of consolidation: 239.0 million
Transfers: (10.5) million
The significant increase of this caption arose primarily from the purchase price
allocation arising from the share exchange with Delhaize America (EUR 220.6
million were allocated to tangible fixed assets) and the opening of new stores
mainly by Delhaize America. During 2001, Delhaize America opened 47 new stores
and renovated 145 supermarkets.
- ----------------------------------------------------------------------------------------------------------------------------------
ANALYSIS OF TANGIBLE FIXED ASSETS
- ----------------------------------------------------------------------------------------------------------------------------------
Land and Plant, Furniture Leases
Buildings Machinery and and and
Equipment Vehicles Similar
Rights
- -----------------------------------------------------------------------------------------------------------------------------------
COST
At the end of the previous year 1,422,327 2,338,127 286,974 817,589
Movements during the current year:
- Acquisitions, including own work capitalized 91,080 265,143 52,546 75,228
- Sales and disposals (27,601) (122,671) (18,278) (18,993)
- Transfer to other accounts 17,641 (10,134) 1,013 (648)
- Change in the scope of consolidation 38,950 (568,946) (71,220) (33,050)
- Translation difference 67,189 105,419 11,326 44,672
At the end of the financial year 1,609,586 2,006,938 262,361 884,798
- -----------------------------------------------------------------------------------------------------------------------------------
REVALUATION SURPLUS
At the end of the previous year 32,961
Movements during the current year:
- Change in the scope of consolidation (267)
At the end of the financial year 32,694 --
- -----------------------------------------------------------------------------------------------------------------------------------
DEPRECIATION AND AMOUNTS WRITTEN OFF
At the end of the previous year (229,133) (1,174,549) (198,242) (239,075)
Movements during the current year:
- Charged to income statement (60,369) (282,004) (39,551) (53,425)
- Cancelled 2,395 119,604 16,804 5,792
- Transfer to other accounts (3,122) 2,313 (315) 589
- Change in the scope of consolidation 68,898 592,052 79,537 139,741
- Translation difference (8,698) (49,870) (7,189) (10,779)
At the end of the financial year (230,029) (792,454) (148,956) (157,157)
- -----------------------------------------------------------------------------------------------------------------------------------
NET BOOK VALUE AT THE END
OF THE FINANCIAL YEAR 1,412,251 1,214,484 113,405 727,641
of which: land and buildings 727,477
plant, machinery and equipment 13
furniture and vehicles 151
- -----------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------
ANALYSIS OF TANGIBLE FIXED ASSETS (in thousands of EUR)
- --------------------------------------------------------------------------------------------------
Other Capital Work
Tangible in Progress
Fixed Assets and Payments
in Advance
- --------------------------------------------------------------------------------------------------
COST
At the end of the previous year 1,105,651 65,326
Movements during the current year:
- Acquisitions, including own work capitalized 70,777 74,080
- Sales and disposals (38,791) (1,086)
- Transfer to other accounts 68,611 (84,501)
- Change in the scope of consolidation (211,687)
- Translation difference 49,658 3,638
At the end of the financial year 1,044,219 57,457
- --------------------------------------------------------------------------------------------------
REVALUATION SURPLUS
At the end of the previous year
Movements during the current year:
- Change in the scope of consolidation
At the end of the financial year
- --------------------------------------------------------------------------------------------------
DEPRECIATION AND AMOUNTS WRITTEN OFF
At the end of the previous year (432,826) (2,981)
Movements during the current year:
- Charged to income statement (134,393) (5,375)
- Cancelled 35,805 597
- Transfer to other accounts (1,893)
- Change in the scope of consolidation 204,814 (43)
- Translation difference (15,961) (323)
At the end of the financial year (344,454) (8,125)
- --------------------------------------------------------------------------------------------------
NET BOOK VALUE AT THE END
OF THE FINANCIAL YEAR 699,765 49,332
of which: land and buildings
plant, machinery and equipment
furniture and vehicles
- --------------------------------------------------------------------------------------------------
58 | Delhaize Group | Annual Report 2001
E-65
- ---------------------------------------------------------------------------------------------------------------------------
Corporate Stores Affiliated Stores Total
DELHAIZE GROUP STORES OWNERSHIP ------------------------------------------------------------------------------------
(end of 2001) Owned Capital Operating
Leases Leases
- ---------------------------------------------------------------------------------------------------------------------------
Delhaize America 122 537 800 1,459
Delhaize Belgium 90 4 143 438 675
Alfa-Beta 25 79 104
Delvita 43 67 110
Mega Image 10 10
Food Lion Thailand 26 26
Super Indo 29 29
Shop N Shave 2 29 31
- ---------------------------------------------------------------------------------------------------------------------------
Total 292 541 1,173 438 2,444
- ---------------------------------------------------------------------------------------------------------------------------
LEASES
Delhaize Group's stores operate principally in leased premises. Lease terms
generally range from 3 to 30 years with renewal options ranging from 3 to 20
years. The average remaining lease term for closed stores is 7.9 years. The
following schedule details, at December 31, 2001, the future minimum lease
payments under capital and operating leases:
- --------------------------------------------------------------------------------------------
Operating Leases
----------------------------
(IN THOUSANDS OF EUR) Capital Leases Open Stores Closed Stores
- --------------------------------------------------------------------------------------------
2002 128,378 269,409 30,939
2003 127,983 262,563 29,912
2004 127,056 255,743 28,094
2005 125,940 242,988 26,779
2006 124,563 235,202 25,089
Thereafter 1,074,320 2,000,593 137,947
- --------------------------------------------------------------------------------------------
Total minimum payments 1,708,240 3,266,498 278,760
- --------------------------------------------------------------------------------------------
Less estimated executory costs 42,073
- --------------------------------------------------------------------------------------------
Net minimum lease payments 1,666,167
- --------------------------------------------------------------------------------------------
Less amount representing interest 852,920
- --------------------------------------------------------------------------------------------
Present value of net minimum
lease payments 813,247
- --------------------------------------------------------------------------------------------
Minimum payments have not been reduced by minimum sublease income of
approximately EUR 63 million due over the term of non-cancelable subleases.
Rent payments, including scheduled rent increases, are recognized on a
straight-line basis over the minimum lease term.
- ------------------------------------------------------------------------
TOTAL RENT EXPENSE UNDER
OPERATING LEASES FOR OPEN AND CLOSED STORES (IN MILLIONS OF EUR)
- ------------------------------------------------------------------------
2001 298
2000 257
1999 203
1998 191
1997 151
- ------------------------------------------------------------------------
In addition, Delhaize Group has signed lease agreements for additional store
facilities, the construction of which was not complete at December 31, 2001. The
leases expire on various dates extending to 2052 with renewal options generally
ranging from 3 to 20 years. Total future mini- mum rents under these agreements
are approximately EUR 410 million.
Provisions of approximately EUR 176 million and EUR 164 million at December 31,
2001 and 2000, respectively, for remaining lease liabilities on closed stores
are included in provisions for liabilities and charges. Delhaize Group uses a
discount rate based on the current treasury note rates to calculate the present
value of the remaining rent payments on closed stores.
6. FINANCIAL FIXED ASSETS
- ---------------------------------------------------------------------------------------
(IN THOUSANDS OF EUR) EQUITY INVESTMENTS OTHER COMPANIES
- ---------------------------------------------------------------------------------------
1. INVESTMENTS
At the end of the previous year 531 2,511
Movements during the current year:
- - Acquisitions 4,478
- - Translation difference 90
- - Change in the scope of consolidation 36
- ---------------------------------------------------------------------------------------
Net book value at the end
of the financial year 531 7,115
- ---------------------------------------------------------------------------------------
2. RECEIVABLES
At the end of the previous year 23,375
Movements during the current year:
- - Additions 9,838
- - Repayments (7,736)
- - Change in the scope of consolidation 471
- - Translation difference 821
- ---------------------------------------------------------------------------------------
Net book value at the end of the financial year 26,769
- ---------------------------------------------------------------------------------------
7. CAPITAL AND SHARE PREMIUM ACCOUNT
In connection with the share exchange with Delhaize America, Delhaize Group
issued 40,181,529 ordinary shares. These shares were valued at EUR 56 each,
representing the price of the Delhaize Group share at the date of the share
exchange (April 25, 2001). As a result, the capital increased by EUR 20.1
million (EUR 0.50 per new share) and the share premium account increased by EUR
2,230.1 million (EUR 55.50 per new share).
179,450 other new ordinary shares were issued during 2001, following the
conversion of warrants by Delhaize Group management. The capital was increased
by EUR 0.1 million (EUR 0.50 per new share) and the share premium account
increased by EUR 7.9 million (EUR 44.12 per new share).
8. REVALUATION RESERVES
- ------------------------------------------------------------
(IN MILLIONS OF EUR) 2001 2000
- ------------------------------------------------------------
17.8 18.2
- ------------------------------------------------------------
This represents the reserve recorded in the accounts of the Company in 1981,
together with a reserve calculated for consolidation purposes on the
59
E-66
supermarkets owned by Delimmo, as well as legal revaluation of Alfa-Beta land
and buildings recorded in 2000.
9. GROUP RESERVES
- -------------------------------------------------------------------------------
(IN MILLIONS OF EUR) 2001 2000
- -------------------------------------------------------------------------------
Parent company reserves
Legal reserve 4.6 2.6
Reserves not available for distribution 0.4 0.4
Untaxed reserves 44.0 44.0
Distributable reserves 15.7 15.2
Profit carried forward 9.3 4.3
- -------------------------------------------------------------------------------
Subtotal 74.0 66.5
- -------------------------------------------------------------------------------
Consolidated reserves 1,104.2 1,101.5
- -------------------------------------------------------------------------------
Total 1,178.2 1,168.0
- -------------------------------------------------------------------------------
In line with previous policy and practice in relation to operations involving
capital and reserves of subsidiary companies, Delhaize Group has taken to
reserve the negative dilution effect of EUR 5.1 million arising from Delhaize
America capital transactions that occurred prior to the share exchange.
- -----------------------------------------------------------------------------
GROUP RESERVES (IN THOUSANDS OF EUR)
- -----------------------------------------------------------------------------
As of December 31, 2000, Group reserves represented: 1,167,988
- -----------------------------------------------------------------------------
- - Group share in consolidated results 149,420
- - Dividends and directors' share of profit (134,529)
- - Dilution effect (5,144)
- - Transfer from taxed revaluation surplus 439
- -----------------------------------------------------------------------------
As of December 31, 2001, Group reserves represented 1,178,174
- -----------------------------------------------------------------------------
10. CUMULATIVE TRANSLATION ADJUSTMENT
(IN MILLIONS OF EUR)
- --------------------------------------------------------------------------------------------------------
CHANGE
U.S. EURO ZONE OTHER DIFFERENCE OVER THE CUMULATIVE
YEAR COMPANIES COMPANIES COMPANIES ON RESULTS YEAR TOTAL
- --------------------------------------------------------------------------------------------------------
1997(*) 30.6 (5.1) (3.4) (10.2) 11.9 11.9
1998 (38.9) 0.4 1.3 (5.7) (42.9) (31.0)
1999 104.2 (0.1) 0.9 8.9 113.9 82.9
2000 46.6 (1.6) (0.9) (0.8) 43.3 126.2
2001 73.5 -- 9.1 0.9 83.5 209.7
- --------------------------------------------------------------------------------------------------------
216.0 (6.4) 7.0 (6.9) 209.7
- --------------------------------------------------------------------------------------------------------
(*) cumulative 1977-1997
The positive movement of the translation adjustment is mainly due to the
increase of 5.6% in the USD rate as of December 31, 2001, used to translate
the value of assets and liabilities of the U.S. companies.
Existing cumulative translation adjustment related to companies of the Euro zone
will be maintained as they are in the account "Cumulative translation
adjustment" until the sale of these holdings.
11. MINORITY INTERESTS
This account covers third party interests in the equity of fully consolidated
companies which are not wholly owned by Delhaize Group.
- ----------------------------------------------------
(IN MILLIONS OF EUR) 2001 2000
- ----------------------------------------------------
United States -- 1,475.6
Rest of Europe 30.7 31.9
Asia 4.5 1.7
Corporate 0.4 0.5
- ----------------------------------------------------
35.6 1,509.7
- ----------------------------------------------------
Changes in minority interests are as follows:
- ----------------------------------------------------------------
(IN MILLIONS OF EUR)
- ----------------------------------------------------------------
Balance as of December 31, 2000 1,509.7
- ----------------------------------------------------------------
Changes in consolidation scope and percentage held (1,534.1)
Minority interest in the consolidated profit 19.3
Dividends paid to minority shareholders (18.4)
Translation difference 59.1
- ----------------------------------------------------------------
Balance as of December 31, 2001 35.6
- ----------------------------------------------------------------
The movement of EUR (1,534.1) million is mainly due to the share exchange by
which Delhaize Group acquired the 55% of Delhaize America shares that it not
already owned.
12. PROVISIONS FOR LIABILITIES AND CHARGES
- ------------------------------------------------
(IN MILLIONS OF EUR) 2001 2000
- ------------------------------------------------
United States 221.4 344.9
Belgium 2.3 3.6
Rest of Europe 4.7 1.6
Asia -- --
Corporate 139.6 3.5
- ------------------------------------------------
368.0 353.6
- ------------------------------------------------
The amount of EUR 221.4 million at Delhaize America represents mainly
provisions for store closings (EUR 187.0 million), that consist essentially of
rents to be paid on leased assets. During 2001, Delhaize America recorded new
provisions of EUR 8.5 million for the closing of 12 stores in the normal course
of business. One distribution center and 189 stores (of which 179 already
closed) are covered by these provisions.
Provisions at corporate level mainly represent self-insurance reserves amounting
to EUR 118.1 million as of December 31, 2001. During 2001, the self-insurance
reserve of Delhaize America was transferred to a Delhaize Group wholly-owned
subsidiary based in Ireland. The Pride Reinsurance Company Ltd (Pride) has been
created in August 2001. Delhaize America is insured by Pride for
workers' compensation, general liability and vehicle accident claims, for a
maximum of USD 500,000 per individual claim.
In connection with the liquidation of Super Discount Markets, Delhaize Group has
recorded a provision of EUR 17.8 million to cover its share of the estimated
future expenses that were guaranteed by Super Discount Markets' shareholders.
These expenses are mainly employee benefits and non-cancellable lease
obligations.
13. DEFERRED TAXATION
- -----------------------------------------------------------------------
(IN MILLIONS OF EUR) 2001 2000
- -----------------------------------------------------------------------
- - Deferred taxes in the accounts of
Delhaize America 528.1 125.9
- - Taxes on consolidation adjustments
relating to Delhaize America 43.4 61.4
- - Taxes on consolidation adjustments
relating to Delhaize Belgium 45.3 33.2
- - Taxes on consolidation adjustments
relating to Alfa-Beta 6.8 4.8
- - Others 1.7 (0.3)
- -----------------------------------------------------------------------
625.3 225.-
- -----------------------------------------------------------------------
60 | Delhaize Group Annual Report 2001
E-67
Deferred taxation increased significantly due to the deferred tax liability that
was recorded in connection with the purchase price allocation of the share
exchange with Delhaize America.
14. AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
LONG-TERM BORROWINGS
Financial liabilities (excl. liabilities under financial leases) are as follows:
(IN THOUSANDS OF EUR)
- ------------------------------------------------------------------------------
UNITED STATES 2001 2000
- ------------------------------------------------------------------------------
Debenture, 9.00% (due 2031) 1,021,219 --
Notes, 8.125% (due 2011) 1,248,156 --
Notes, 7,375% (due 2006) 680,812 --
Debt securities, 7.55% to 8.05%
(due 2007 to 2027) 333,075 322,407
Medium-term notes, 5.00% to 14.15%
(due 2002 to 2016) 123,105 246,060
Mortgages payable, 7.50% to 10.20%
(due 2003 to 2016) 45,205 51,093
Medium-term credit institution
borrowings 6.77% -- 21,430
- ------------------------------------------------------------------------------
Total non-subordinated borrowings 3,451,572 640,990
- ------------------------------------------------------------------------------
Less: current portion (18,525) (135,396)
- ------------------------------------------------------------------------------
Total non-subordinated borrowings,
long-term 3,433,047 505,594
- ------------------------------------------------------------------------------
(IN THOUSANDS OF EUR)
- -----------------------------------------------------------------------------
EUROPE 2001 2000
- -----------------------------------------------------------------------------
1999 Eurobonds, 4.625% (due 2009) 149,002 148,866
2001 Eurobonds, 5.50% (due 2006) 150,000 --
Medium-term Treasury Program notes,
6.80% (due 2006) 12,395 12,395
Medium-term credit institution
borrowings, 5.14% and 5.75%,
respectively 14,392 15,817
Other 4,035 10,568
- -----------------------------------------------------------------------------
Total non-subordinated borrowings 329,824 187,646
- -----------------------------------------------------------------------------
Less: current portion (1,735) (3,461)
- -----------------------------------------------------------------------------
Total non-subordinated borrowings,
long-term 328,089 184,185
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
ANALYSIS OF LONG-TERM DEBT PAYABLE BY DUE DATE (IN THOUSANDS OF EUR)
- -----------------------------------------------------------------------------------------------------------------------------------
DEBTS BY DUE DATE
- -----------------------------------------------------------------------------------------------------------------------------------
DUE IN LESS THAN ONE YEAR DUE IN MORE THAN ONE YEAR DUE IN MORE THAN
AND LESS THAN FIVE YEARS FIVE YEARS
- -----------------------------------------------------------------------------------------------------------------------------------
(Account n(DEGREE) 42) (Account n(DEGREE) 17) (Account n(DEGREE) 17)
- -----------------------------------------------------------------------------------------------------------------------------------
Financial debt 64,768 1,191,080 3,338,795
Non-subordinated debenture loans 18,525 926,255 2,818,189
Liabilities under leasing and similar contracts 44,508 248,133 520,606
Credit institutions 1,735 16,546 --
Other loans -- 146 --
- -----------------------------------------------------------------------------------------------------------------------------------
Trade creditors 1,775 2,158 --
- -----------------------------------------------------------------------------------------------------------------------------------
Other debt -- 116 14,003
- -----------------------------------------------------------------------------------------------------------------------------------
Total 66,543 1,193,354 3,352,798
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
FOREIGN CURRENCY AVERAGE
(IN MILLIONS) 2003 2004 2005 2006 >2006 RATE
- -----------------------------------------------------------------------------------------------------------------
DEBENTURE LOAN
USD 26.6 13.0 14.0 619.5 2,352.4 8.14%(*)
EUR -- -- -- 162.4 149.0 5.13% fixed
LIABILITIES UNDER FINANCING LEASES
USD 54.7 54.9 53.8 53.5 458.8 11.28% fixed
EUR 1.3 0.6 0.1 -- -- --
CREDIT INSTITUTIONS
EUR 2.1 -- -- -- -- --
CZK -- 460 -- -- 5.14% floating
- -----------------------------------------------------------------------------------------------------------------
(*) 90% is fixed
Rates are on average 8.46%, 7.88% excluding liabilities under financing leases.
On April 19, 2001, Delhaize America refinanced the approximately EUR 2.7 billion
term loan facility used to fund the acquisition of Hannaford by completing a
private offering of USD 600,000,000 7.375% notes due 2006, USD 1,100,000,000
8.125% notes due 2011 and USD 900,000,000 9.000% debentures due 2031. Delhaize
America used the proceeds of this offering to repay in full the EUR 2.6 billion
outstanding under the term loan facility. These debt securities are general
unsecured obligations of Delhaize America and are unconditionally guaranteed by
Food Lion, LLC, a wholly-owned subsidiary of Delhaize America. In September
2001, Delhaize America filed a registration statement with the Securities and
Exchange Commission, allowing to exchange the old securities of its private
offering.
61
E-68
On February 15, 2001, Delhaize Group issued bonds having an aggregate principal
amount of EUR 150 million for net proceeds of approximately EUR 149.5 million
(the "2001 Eurobonds"). The 2001 Eurobonds mature in 2006 and bear interest at
5.50%, payable in arrears on February 15 of each year. The discount upon
issuance is being amortized over the life of the bond. The 2001 Eurobonds are
subject to redemption in whole, at the principal amount, together with accrued
interest, at the option of Delhaize Group at any time in the event of certain
changes affecting taxes in the Netherlands.
In 1999, Delhaize Group updated its then existing treasury notes program with a
new multi-currency treasury notes program. Under this treasury notes program,
Delhaize Group may issue both short-term notes (e.g., commercial paper) and
medium-term notes in amounts up to EUR 500 million, or the equivalent thereof in
other eligible currencies (collectively, the "Treasury Program"). Approximately
EUR 12.4 million in medium-term notes were outstanding at December 31, 2001 and
2000, under the Treasury Program. The fair values of Delhaize Group's long-term
borrowings were estimated based upon the current rates offered to Delhaize Group
for debt with the same remaining maturities or generally accepted valuation
methodologies. The estimated fair values of Delhaize Group's long-term
borrowings were as follows:
(IN MILLIONS OF EUR)
- ----------------------------------------------------------
2001 2000
- ----------------------------------------------------------
Fair value 4,126.1 777.6
Carrying amount 3,781.4 830.2
- ----------------------------------------------------------
CAPITALIZED LEASE COMMITMENTS
(IN THOUSANDS OF EUR)
- ---------------------------------------------------------------------------------
2001 2000
- ---------------------------------------------------------------------------------
Capitalized lease commitments 813,247 683,467
Less: current portion (44,508) (34,402)
- ---------------------------------------------------------------------------------
Total capitalized lease commitments,
long-term 768,739 649,065
- ---------------------------------------------------------------------------------
15. SHORT-TERM BORROWINGS
(IN THOUSANDS OF EUR)
- ------------------------------------------------------------------------------------
2001 2000
- ------------------------------------------------------------------------------------
Short-term Loan Facility -- 2,595,377
Short-term Revolving Credit Facilities 158,856 306,287
Short-term Credit Institution Borrowings 296,803 285,965
Short-term Treasury Program notes 115,639 160,810
- ------------------------------------------------------------------------------------
Total short-term borrowings 571,298 3,348,439
- ------------------------------------------------------------------------------------
At December 31, 2000, Delhaize America had EUR 2.6 billion in outstanding
borrowings at 8.1875% under an approximately EUR 2.7 billion 364-day term loan
facility that expired in July 2001. Delhaize America refinanced this term loan
facility in April 2001 (see note 14).
Delhaize America maintains one revolving credit facility with a syndicate of
commercial banks providing approximately EUR 550 million in committed lines of
credit expiring in July 2005. As of December 31, 2001, Delhaize America had EUR
158.9 million in outstanding borrowings. During 2001, Delhaize America had
average borrowings of approximately EUR 141.6 million at a daily weighted
average interest rate of 5.99%. There were borrowings of EUR 306.3 million
outstanding at December 31, 2000.
Delhaize Group had approximately EUR 296.8 million and EUR 286.0 million
outstanding at December 31, 2001 and 2000, respectively, in less than one-year
borrowings (the "Short-term Credit Institution Borrowings"). The approximate
weighted average rates of interest for the Short-term Credit Institution
Borrowings were 4.48% and 6.18% during 2001 and 2000, respectively.
The Short-term Credit Institution Borrowings and the Medium-term Credit
Institution Borrowings (collectively, the "Credit Institution Borrowings"),
generally bear interest at the inter-bank offering rate of the originating
country plus a margin, or at the market rate plus a margin upon withdrawal.
Total amounts authorized under the Credit Institution Borrowings were
approximately EUR 820 million and EUR 665 million at December 31, 2001 and 2000
respectively. The Credit Institution Borrowings require maintenance of various
financial and non-financial covenants. At December 31, 2001 and 2000, Delhaize
Group was in compliance with all such covenants.
Delhaize Group had approximately EUR 115.6 million and EUR 160.8 million in
short-term notes outstanding under the Treasury Program (see Note 14 to the
consolidated financial statements) at December 31, 2001 and 2000, respectively.
The fair values of Delhaize Group's short-term borrowings approximate their
carrying amounts.
16. NET DEBT
Net debt, defined as long-term financial liabilities (including current portion)
plus short-term financial liabilities minus cash and bank and short-term
investments, went from EUR 4,589.0 million as of end 2000 to EUR 4,775.9 million
as of end 2001.
This movement can be explained as follows:
(IN MILLIONS OF EUR)
- ---------------------------------------------------------------------------
Net debt at the end of previous year 4,589.0
- ---------------------------------------------------------------------------
Free cash flow before financing activities (600.2)
Dividends and director's share of profit 144.4
Loss on rate-lock related to long-term bond 239.0
Other investing activities (own shares, stock
options, direct financing costs) 50.4
New debt under capital leases 52.1
Change in consolidation scope (purchase accounting,
Trofo acquisition, Super Discount Markets closing) 75.1
Currency translation 226.1
- ---------------------------------------------------------------------------
Net debt at the end of the year 4,775.9
- ---------------------------------------------------------------------------
17. CONTINGENT LIABILITIES
- --------------------------------------------------------------------------------------------------
(IN THOUSANDS OF EUR)
- --------------------------------------------------------------------------------------------------
GUARANTEES CONSTITUTED OR IRREVOCABLY GRANTED
BY THE GROUP AGAINST ITS OWN ASSETS
The guarantees represent the amount of mortgages granted by Delhaize
Belgium and Delhaize America: 79,902
INTEREST RATE RELATED OPERATIONS
In 2001, Delhaize America entered into interest rate swap agreements to swap the
fixed interest rate on a portion of its long-term debt for variable interest
rates. The aggregate notional amount is EUR 340.4 million (USD 300 million). The
fixed rate is 7.375% and the variable rates are based on the 6 month or 3 month
USD LIBOR.
62 Delhaize Group Annual Report 2001
E-69
FORWARD EXCHANGE AGREEMENT
Delhaize Group entered into hedging agreements related to loans and borrowings
and other engagements in foreign currencies.
Obligation to sell currency: 126,474
Obligation to buy currency: 120,990
SIGNIFICANT LITIGATION AND SIGNIFICANT OBLIGATIONS
OTHER THAN THOSE MENTIONED ABOVE
The companies of the Group have been involved in a number of disputes and legal
cases arising in the normal course of business. Although the final outcome of
these different proceedings cannot be predicted with certainty, the Group is of
the opinion that obligations that could result from them will not materially
harm the business, financial condition or future results of operations of the
Group and its companies taken as a whole.
OBLIGATIONS IN RESPECT OF EARLY RETIREMENT AND BASIC
PENSIONS FOR STAFF AND MANAGEMENT
Certain companies of the Group (Alfa-Beta) make payments when a staff member
retires or is dismissed. For a part of the resulting obligations provisions are
created in the accounts of these companies and in the consolidated accounts. As
of December 31, 2001, the sum of the obligations not provided for is estimated
at EUR 2.5 million.
GUARANTEED DEBTS
Debts (or parts of debts) guaranteed by mortgages or securities charges granted
or irrevocably promised on the Company's assets
- ------------------------------------------------------------
FINANCIAL DEBTS 72,121
- ------------------------------------------------------------
Non-subordinated debenture loans 72,099
- ------------------------------------------------------------
Liabilities under leasing and similar contracts 22
- ------------------------------------------------------------
Trade creditor 3,933
- ------------------------------------------------------------
Total 76,055
- ------------------------------------------------------------
18. GEOGRAPHICAL OVERVIEW: CONTRIBUTION OF OPERATING COMPANIES IN 2001
REST
IN MILLIONS OF EUR UNITED STATES BELGIUM OF EUROPE ASIA CORPORATE
- ---------------------------------------------------------------------------------------------------------------------------------
Sales 16,905.0 3,212.6 1,091.0 187.0 0.3
- ---------------------------------------------------------------------------------------------------------------------------------
Cash flow from operations (EBITDA) 1,445.7 173.9 46.6 2.3 (19.3)
Store closing in normal course of business
Depreciation and amortization (475.6) (53.0) (27.0) (4.9) (0.9)
- ---------------------------------------------------------------------------------------------------------------------------------
Operating result (EBIT) 970.1 120.9 19.6 (2.6) (20.2)
Financial income/(expense) (420.2) 2.7 (16.4) (0.4) (30.0)
- ---------------------------------------------------------------------------------------------------------------------------------
Earnings before income taxes and exceptional items 549.9 123.6 3.2 (3.0) (50.2)
Exceptional income/(expense) 0.1 (0.5) (0.2)
- ---------------------------------------------------------------------------------------------------------------------------------
Earnings before income taxes 550.0 123.1 3.0 (3.0) (50.2)
Income taxes (209.7) (38.0) (7.1) (0.3) 18.3
- ---------------------------------------------------------------------------------------------------------------------------------
Net earnings/(loss) from consolidated companies 340.3 85.1 (4.1) (3.3) (31.9)
Minority interests (44.1) (2.7) (0.3)
- ---------------------------------------------------------------------------------------------------------------------------------
Reported earnings/(loss)(Group Share) 296.2 85.1 (6.8) (3.6) (31.9)
=================================================================================================================================
STORE CLOSING
& EXCEPTIONAL GOODWILL
IN MILLIONS OF EUR SUBTOTAL ITEMS AMORTIZATION TOTAL
- ------------------------------------------------------------------------------------------------------------
Sales 21,395.9 21,395.9
- ------------------------------------------------------------------------------------------------------------
Cash flow from operations (EBITDA) 1,649.2 1,649.2
Store closing in normal course of business (8.5) (8.5)
Depreciation and amortization (561.4) (158.0) (719.4)
- ------------------------------------------------------------------------------------------------------------
Operating result (EBIT) 1,087.8 (8.5) (158.0) 921.3
Financial income/(expense) (464.3) (464.3)
- ------------------------------------------------------------------------------------------------------------
Earnings before income taxes and exceptional items 623.5 (8.5) (158.0) 457.0
Exceptional income/(expense) (0.6) (95.8) (96.4)
- ------------------------------------------------------------------------------------------------------------
Earnings before income taxes 622.9 (104.3) (158.0) 360.6
Income taxes (236.8) 19.5 25.5 (191.8)
- ------------------------------------------------------------------------------------------------------------
Net earnings/(loss) from consolidated companies 386.1 (84.8) (132.5) 168.8
Minority interests (47.1) 10.1 17.6 (19.4)
- ------------------------------------------------------------------------------------------------------------
Reported earnings/(loss)(Group Share) 339.0 (74.7) (114.9) 149.4
============================================================================================================
CONTRIBUTION OF OPERATING COMPANIES
- -----------------------------------------------------------------------------------------------------------------------
SALES CASH FLOW FROM OPERATIONS (EBITDA)
-------------------------------------------- ------------------------------------------
(IN MILLIONS OF EUR) 2001 2000 1999 %2001 2001 2000 1999 %2001
- -----------------------------------------------------------------------------------------------------------------------
United States 16,905.0 14,069.5 10,505.7 79.0% 1,445.7 1,086.2 828.4 87.7%
Belgium 3,212.6 2,983.5 2,802.2 15.0% 173.9 147.5 109.8 10.5%
Rest of Europe 1,091.0 959.4 895.4 5.1% 46.6 51.3 43.0 2.8%
Asia 187.0 155.3 106.6 0.9% 2.3 (0.9) 0.6 0.2%
Corporate 0.3 0.5 0.2 0.0% (19.3) (9.6) (5.7) (1.2)%
- -----------------------------------------------------------------------------------------------------------------------
Subtotal 21,395.9 18,168.2 14,310.1 1,649.2 1,274.5 976.1
- -----------------------------------------------------------------------------------------------------------------------
Goodwill amortization
Store closing
and exceptional items
- -----------------------------------------------------------------------------------------------------------------------
Total 21,395.9 18,168.2 14,310.1 100.0% 1,649.2 1,274.5 976.1 100.0%
=======================================================================================================================
- -------------------------------------------------------------------
REPORTED EARNINGS (GROUP SHARE)
-----------------------------------------
(IN MILLIONS OF EUR) 2001 2000 1999 %2001
- -------------------------------------------------------------------
United States 296.2 139.9 136.7 198.3%
Belgium 85.1 67.6 43.1 57.0%
Rest of Europe (6.8) 6.3 2.5 (4.6)%
Asia (3.6) (3.6) (0.4) (2.4)%
Corporate (31.9) (22.5) (7.2) (21.4)%
- -------------------------------------------------------------------
Subtotal 339.0 187.7 174.7
- -------------------------------------------------------------------
Goodwill amortization (114.9) (26.9) (4.8) (76.9)%
Store closing
and exceptional items (74.7) (0.1) (50.0)%
- -------------------------------------------------------------------
Total 149.4 160.7 169.9 100.0%
===================================================================
63
E-70
19. SALARIES
- --------------------------------------------------------
(IN MILLIONS OF EUR) 2001 2000
- --------------------------------------------------------
United States 2,228.9 1,831.1
Belgium 422.1 395.6
Rest of Europe 104.0 84.9
Asia 13.5 11.1
Corporate 14.5 5.4
- --------------------------------------------------------
2,783.0 2,328.1
- --------------------------------------------------------
At identical exchange rates, salaries and social security of the Group would
have represented an amount of EUR 2,721.4 million, an increase of 16.9%.
- ------------------------------------------------------------
- ------------------------------------------------------------
Average workforce 142,648
- - Hourly paid workers 11,203
- - Salaried staff 123,227
- - Management personnel 8,218
- ------------------------------------------------------------
- -----------------------------------------------------------------------------
(IN THOUSANDS OF EUR)
- -----------------------------------------------------------------------------
Employment costs 2,783,011
a) Salaries and other direct benefits 2,269,622
b) Employer's social security contributions 240,243
c) Employer's premiums for supplementary insurance 205,453
d) Other personnel expenses 6,991
e) Pensions 60,702
- -----------------------------------------------------------------------------
An aggregate amount of EUR 3.4 million has been paid to the executive directors
of Delhaize Group for the financial year ended December 31, 2001. This amount is
included in the aggregate compensation of the members of the Executive
Committee as stated in the corporate governance section of this annual report on
page 83.
20. DEPRECIATION AND AMORTIZATION
- ------------------------------------------------------
(IN MILLIONS OF EUR) 2001 2000
- ------------------------------------------------------
United States 475.6 373.4
Delhaize Belgium 53.0 50.1
Rest of Europe 27.0 25.6
Asia 4.9 4.1
Others 0.9 0.8
Goodwill 158.0 51.5
- ------------------------------------------------------
719.4 505.5
- ------------------------------------------------------
21. NET FINANCIAL EXPENSES
Net financial expenses increased by 56.7% from EUR 296.2 million in 2000 to EUR
464.3 million in 2001 and represent as a percentage of sales, 2.2% in 2001
compared to 1.6% in 2000. This increase is primarily due to interest expenses
related to the financing of the Hannaford acquisition that took place in July
2000 (12 months interest in 2001 versus 5 months in 2000). The interest coverage
ratio, defined as operating profit divided by net interest expense, was 2.1,
compared to 2.7 in 2000. Net financial expenses include bank charges
(approximately EUR 40 million) representing mainly bank and credit card fees.
22. NET EXCEPTIONAL EXPENSES
Net exceptional expenses during 2001 were EUR 96.4 million, compared to EUR 41.3
million during 2000. The net exceptional expenses consisted primarily of EUR
42.2 million merger expenses related to the Hannaford acquisition and the share
exchange with Delhaize America, EUR 34.5 million for the closing of Super
Discount Markets and EUR 19.1 million for an asset impairment charge on seven
Delvita stores and the closing of eight other Delvita stores. In 2000, the net
exceptional charges were mainly the result of EUR 41.8 million in merger costs
related to the Hannaford acquisition and EUR 32.4 million in cost to close
15 Delhaize America stores, not in the normal course of business. These costs
were partially offset by a EUR 32.4 million gain on the disposal of Delhaize
Group's shareholding in P.G.
23. TAXES AND DEFERRED TAXATION
Taxes and deferred taxation represent 53.2% of the profit of the consolidated
companies before taxation, against 36.3% last year. Before exceptional
results, the effective tax rates were 45.6% in 2001 and 39.2% in 2000. This
increase is primarily the result of the higher non-deductible goodwill
amortization and the non-deductible exceptional expenses at Delvita and for the
closing of Super Discount Markets.
Tax Expenses per Country:
- ---------------------------------------------------------------------------------------------------------
NOMINAL ACTUAL ACTUAL
(IN MILLIONS OF EUR) RATE 2001 RATE 2000 RATE
- ---------------------------------------------------------------------------------------------------------
United States 38% 168.8 47.3% 123.7 41.1%
Belgium 40.17% 15.3 23.4% 15.9 27.5%
Greece 35% 5.0 86.8% 5.5 35.9%
Others -- 2.7 -- 0.6 --
- ---------------------------------------------------------------------------------------------------------
Total -- 191.8 145.7
- ---------------------------------------------------------------------------------------------------------
Delhaize Group has not recognized income taxes on undistributed earnings of
certain subsidiaries as management has asserted that it has specific plans to
permanently reinvest the undistributed earnings of these subsidiaries. The
cumulative amount of undistributed earnings on which Delhaize Group has not
recognized income taxes is approximately EUR 1.9 billion at December 31, 2001.
Reconciliation of Delhaize Group's Belgian Statutory Income Tax Rate with
Delhaize Group's Effective Income Tax Rate:
- ---------------------------------------------------------------------------------------------------------------------------
2001 2000 1999
- ---------------------------------------------------------------------------------------------------------------------------
Belgian statutory income tax rate 40.2% 40.2% 40.2%
Items affecting the Belgian statutory income tax rate:
Effect of tax rate applied to the income of Delhaize America
incl. non-deductible goodwill amortization) 2.0 0.4 (2.0)
Amortization of non-deductible goodwill at non-U.S. subsidiaries 4.8 0.7 0.2
Tax charges on dividend income 0.8 0.8 0.2
Non-taxable / deductible exceptional income/expenses 6.0 (3.2) --
Other (0.6) (2.6) (1.5)
- ---------------------------------------------------------------------------------------------------------------------------
Effective tax rate 53.2% 36.3% 37.1%
- ---------------------------------------------------------------------------------------------------------------------------
64 Delhaize Group Annual Report 2001
E-71
24. CASH EARNINGS RECONCILIATION
Cash earnings, defined as reported earnings before goodwill amortization, store
closing charges in the normal course of business and exceptional items, net of
taxes and minority interests can be reconciled to reported earnings as follows:
(IN MILLIONS OF EUR)
- --------------------------------------------------------------------------------
Reported earnings 149.4
- --------------------------------------------------------------------------------
Add back:
Store closings in the normal course of business 8.5
Taxes on store closings in the normal course of business (3.2)
Minority interests on store closings
in the normal course of business (0.8)
Amortization of goodwill and intangible assets 158.0
Taxes on amortization of goodwill and intangible assets (25.5)
Minority interests on amortization of goodwill
and intangible assets (17.6)
Exceptional items 95.8
Taxes on exceptional items (16.3)
Minority interests on exceptional items (9.3)
- --------------------------------------------------------------------------------
Cash earnings 339.0
- --------------------------------------------------------------------------------
25. CONSOLIDATED STATEMENT OF CASH FLOWS
OPERATING ACTIVITIES
Net cash provided by operating activities increased from EUR 670.5 million in
2000 to EUR 1.2 billion in 2001 primarily due to increased operating cash
flow, improved working capital and reduced tax payments, partially offset by
higher interest payments as a result of the refinancing of the short-term debt
related to the Hannaford acquisition. Large adjustments in non-cash charges were
due to the first full year consolidation of Hannaford and the share exchange
with Delhaize America. Working capital requirements improved by EUR 70.1
million. Major efforts, mainly at Delhaize America, resulted in reduced
inventories of EUR 87.2 million while sales grew by 17.8%. Inventory turnover
decreased from 50 to 43 days. Payables decreased by EUR 47.3 million, resulting
in a diminution of the payment period from 34 days in 2000 to 30 days in 2001.
INVESTING ACTIVITIES
Net cash used in investing activities decreased from EUR 3.3 billion to EUR
608.3 million. In 2000, net cash used in investing activities was high due to
the acquisition of Hannaford.
Capital expenditure in 2001 amounted to EUR 553.6 million, an increase of 1.6%
compared to 2000. Capital expenditure in 2001 represented 2.6% of sales. The
modest increase was due to the deceleration of store openings, specifically in
the United States. In 2001, the Group's investments in tangible assets were
spread as follows: Delhaize America EUR 431.3 million; Delhaize Belgium EUR
93.8 million; other European operations EUR 19.8 million; Asia: EUR 7.4 million;
and corporate EUR 1.3 million. In 2001, EUR 168.2 million was invested in new
stores, EUR 168.6 million in store remodels and expansions, and EUR 216.8
million primarily in information technology, logistics and distribution.
Delhaize Group added 83 new stores to its sales network through organic growth
and added 51 stores through acquisitions. Delhaize America remodeled 145
existing stores. In 2001, total selling area (including acquisitions) of
Delhaize Group increased 3.9% from 4.8 million square meters (52.2 million
square feet) at the end of 2000 to 5.0 million square meters (54.2 million
square feet) at the end of 2001.
CAPITAL EXPENDITURE
- ----------------------------------------------------
(IN MILLIONS OF EUR) 2001 2000
- ----------------------------------------------------
United States 431.3 435.1
Belgium 93.8 73.5
Rest of Europe 19.8 28.0
Asia 7.4 7.3
Corporate 1.3 0.8
- ----------------------------------------------------
553.6 544.7
- ----------------------------------------------------
FINANCING ACTIVITIES
In 2001, net cash used in FINANCING ACTIVITIES was EUR 460.1 million. In April
2001, Delhaize America refinanced the approximately EUR 2.7 billion short-term
loan facility used to fund the acquisition of Hannaford. It issued USD 600
million 7.375% notes due in 2006, USD 1.1 billion 8.125% notes due in 2011 and
USD 900 million 9.000% debentures due in 2031. Delhaize The Lion Nederland
issued EUR 150 million 5.5% Eurobonds due in 2006. As a consequence of these
transactions, Delhaize Group could repay in 2001 EUR 2.9 billion in short-term
loans, while net EUR 2.9 billion was added to its long-term loans.
Dividends and directors' remuneration for financial year 2000 rose to EUR 125.9
million because of the 9.7% increase in the 2000 dividend per share paid in 2001
and the issuance of 40.4 million shares, primarily to the share exchange with
Delhaize America.
In late 1999, Delhaize America entered into agreements to hedge a potential
increase in interest rates prior to the planned long-term bond offering noted
above. The notional amounts of the agreements totaled USD 1.75 billion, or
approximately EUR 1.9 billion. These agreements were settled upon issuance of
the debt in April 2001, resulting in a cash outflow of USD 214.1 million (EUR
239.0 million, before taxes). Fifty-five percent of this amount was allocated to
goodwill in the purchase price allocation of the share exchange with Delhaize
America. The remaining 45% of this amount is amortized to interest expenses
according to the maturity of the various bond tranches. In 2001, the impact on
the interest expenses was EUR 6.4 million.
CASH AND CASH EQUIVALENTS
At the end of 2001, Delhaize Group's cash and cash equivalents amounted to EUR
384.7 million compared to EUR 233.9 million for the prior year. In 2001,
Delhaize Group generated EUR 455.8 million free cash flow after dividend
payments and capital expenditure.
65
E-72
26. COMPANIES
I. SUBSIDIARY COMPANIES
- -----------------------------------------------------------------------------------------------------------------------------------
SHARES HELD (IN %)
INDI-
A. FULLY CONSOLIDATED DIRECTLY RECTLY
- -----------------------------------------------------------------------------------------------------------------------------------
Aidi Center S.P.R.L. Rue Osseghemstraat 53, 1080 Brussels V.A.T.: BE 430.170.254 100%
- -----------------------------------------------------------------------------------------------------------------------------------
Albatros S.A. Rue Osseghemstraat 53, 1080 Brussels V.A.T.: BE 451.972.389 100%
- -----------------------------------------------------------------------------------------------------------------------------------
Alfa-Beta Vassilopoulos S.A. 81, Spata Ave., Gerakas, Athens, Greece V.A.T.: EL 94025817 50.65%
- -----------------------------------------------------------------------------------------------------------------------------------
Aniserco S.A. Rue Osseghemstraat 53, 1080 Brussels V.A.T.: BE 443.164.888 72.19% 27.81%
- -----------------------------------------------------------------------------------------------------------------------------------
Athenian Real Estate Development, Inc. PO Box 1000, Portland, ME 04104, USA 100%
- -----------------------------------------------------------------------------------------------------------------------------------
Atlas A.S. Za Panskou zahradou 1018, 252 19 Rudna, 100%
Czech Republic
- -----------------------------------------------------------------------------------------------------------------------------------
ATTM Consulting and Commercial, Ltd. Themistoclis Dervis Str., 4th floor, Office D-4,
P.O. Box 4185
1702 Nicosia, Cyprus 51%
- -----------------------------------------------------------------------------------------------------------------------------------
Bel-Thai Supermarkets 55, Moo 1 Srinakarin Road
Nongborn, Pravate, Bangkok, Thailand 100%
- -----------------------------------------------------------------------------------------------------------------------------------
Birdshop S.P.R.L. Rue Osseghemstraat 53, 1080 Brussels V.A.T.: BE 470.070.215 100%
- -----------------------------------------------------------------------------------------------------------------------------------
Boney Wilson & Sons, Inc. PO Box 1000, Portland, ME 04104, U.S.A. 100%
- -----------------------------------------------------------------------------------------------------------------------------------
Boxer S.P.R.L. Rue Osseghemstraat 53, 1080 Brussels V.A.T.: BE 467.259.094 100%
- -----------------------------------------------------------------------------------------------------------------------------------
Delanthuis N.V. Schijnpoortweg 121, 2170 Merksem V.A.T.: BE 461.066.041 86% 14%
- -----------------------------------------------------------------------------------------------------------------------------------
Delhaize America, Inc. 2110 Executive Drive, Salisbury NC 28145-1330 80.58% 19.42%
- -----------------------------------------------------------------------------------------------------------------------------------
Delhaize Finance B.V. Martinus Nijhofflaan 2, 2624 ES Delft,
The Netherlands 100%
- -----------------------------------------------------------------------------------------------------------------------------------
Delhaize Insurance Corp., Inc. 76 St.Paul Street, Suite 500, Burlington,
VT 05401-4477, U.S.A. 100%
- -----------------------------------------------------------------------------------------------------------------------------------
Delhaize The Lion America, Inc. 950, East Paces Ferry Road, Atlanta, GA
30326, U.S.A. 100%
- -----------------------------------------------------------------------------------------------------------------------------------
Delhaize The Lion Asia, Ltd. Unit 1603, 16th floor, Fairmont House,
8 Cotton Tree Drive, Hong-Kong 100%
- -----------------------------------------------------------------------------------------------------------------------------------
Delhaize The Lion Coordination Center S.A. Rue Osseghemstraat 53, 1080 Brussels V.A.T.: BE 432.195.772 100%
- -----------------------------------------------------------------------------------------------------------------------------------
Delhaize "The Lion" Nederland B.V. Martinus Nijhofflaan 2, 2624 ES Delft,
the Netherlands V.A.T.: NL 0071.10.911.B.01 100%
- -----------------------------------------------------------------------------------------------------------------------------------
Delhaize The Lion Pacific 55, Moo 1 Srinakarin Road 100%
Nongborn, Pravate, Bangkok, Thailand
- -----------------------------------------------------------------------------------------------------------------------------------
Delhome S.A. Bld de l'Humanite 219/221, 1620 Drogenbos V.A.T.: BE 430.190.248 80% 20%
- -----------------------------------------------------------------------------------------------------------------------------------
Delimmo S.A. Rue Osseghemstraat 53, 1080 Brussels V.A.T.: BE 408.324.369 100%
- -----------------------------------------------------------------------------------------------------------------------------------
Delnemo A.S. Za Panskou zahradou 1018, 252 19 Rudna,
Czech Republic 100%
- -----------------------------------------------------------------------------------------------------------------------------------
Delrest, Inc. 950, East Paces Ferry Road, Atlanta, GA
30326, U.S.A. 100%
- -----------------------------------------------------------------------------------------------------------------------------------
Delshop S.A. Rue Osseghemstraat 53, 1080 Brussels V.A.T.: BE 426.654.194 100%
- -----------------------------------------------------------------------------------------------------------------------------------
Delvita A.S. Za Panskou zahradou 1018, 252 19 Rudna, 100%
Czech Republic
- -----------------------------------------------------------------------------------------------------------------------------------
Delvita S.R.O. Tomasikova 14, 820 09 Bratislava, Slovakia 100%
- -----------------------------------------------------------------------------------------------------------------------------------
ENA S.A. 81, Spata Ave., Gerakas, Athens, Greece 100%
- -----------------------------------------------------------------------------------------------------------------------------------
Esses Realty Corp. PO Box 1000, Portland, ME 04104, U.S.A. 100%
- -----------------------------------------------------------------------------------------------------------------------------------
FL Food Lion, Inc. PO Box 1330, Salisbury, NC 28145-1330, U.S.A. 100%
- -----------------------------------------------------------------------------------------------------------------------------------
Food Lion, LLC. 2110 Executive Drive, Salisbury NC
28145-1330, U.S.A. 100%
- -----------------------------------------------------------------------------------------------------------------------------------
Food Lion (Thailand), Inc. PO Box 1330, Salisbury, NC 28145-1330, U.S.A. 100%
- -----------------------------------------------------------------------------------------------------------------------------------
Frippiat S.A. Rue de Fragnee 57, 4000 Liege V.A.T.: BE 402.401.035 100%
- -----------------------------------------------------------------------------------------------------------------------------------
Gillo S.P.R.L.. Rue Osseghemstraat 53, 1080 Brussels V.A.T.: BE 466.458.350 100%
- -----------------------------------------------------------------------------------------------------------------------------------
Hannabro, Co. PO Box 1000, Portland, ME 04104, U.S.A. 100%
- -----------------------------------------------------------------------------------------------------------------------------------
Hannaford Bros., Co. PO Box 1000, Portland, ME 04104, U.S.A. 100%
- -----------------------------------------------------------------------------------------------------------------------------------
Hannaford Licensing Corp. PO Box 1000, Portland, ME 04104, U.S.A. 100%
- -----------------------------------------------------------------------------------------------------------------------------------
Hannaford Procurement Corp. PO Box 1000, Portland, ME 04104, U.S.A. 100%
- -----------------------------------------------------------------------------------------------------------------------------------
Hannaford Trucking Company PO Box 1000, Portland, ME 04104, U.S.A. 100%
- -----------------------------------------------------------------------------------------------------------------------------------
Jan Van Gent S.P.R.L. Rue Osseghemstraat 53, 1080 Brussels V.A.T.: BE 472.225.395 100%
- -----------------------------------------------------------------------------------------------------------------------------------
Kash n' Karry Food Stores, Inc. 6422 Harney Road, Tampa, FA 33610, U.S.A. 100%
- -----------------------------------------------------------------------------------------------------------------------------------
Lion Garden Food Company 55, Moo 1 Srinakarin Road
Nongborn, Pravate, Bangkok, Thailand 100%
- -----------------------------------------------------------------------------------------------------------------------------------
Martin's Foods of South Burlington, Inc. PO Box 1000, Portland, ME 04104, U.S.A. 100%
- -----------------------------------------------------------------------------------------------------------------------------------
Mega Doi Soeseaua Viitorului 182 bloc 49, Scara 2,
Sector 2, 85.96%
Bucarest, Romania
66 | Delhaize Group Annual Report 2001
E-73
Mega Dolphin Soeseaua Viitorului 182 bloc 49, Scara 2,
Sector 2,
Bucarest, Romania 59.33%
Mega Image Soeseaua Viitorului 182 bloc 49, Scara 2,
Sector 2,
Bucarest, Romania 51%
NP Lion Leasing & Consulting, Ltd. Themistoclis Dervis Str., 4th floor, Office
D4, P.O. Box 4185,
1702 Nicosia, Cyprus 51%
Plain Street Properties, Inc. PO Box 1000, Portland, ME 04104, U.S.A. 100%
Points Plus Punten S.A. Rue Osseghemstraat 53, 1080 Brussels V.A.T.: BE 459.349.042 100%
Progressive Distributors, Inc. PO Box 1000, Portland, ME 04104, U.S.A. 100%
PT Lion Super Indo Jl. Ancol I n(degree)9-10, Ancol Barat,
Jakarta 14430, Indonesia 51%
Redelcover S.A. Avenue de la Gare 65, 1611 Luxembourg,
Grand Duchy of Luxembourg 100%
Regab B.V. Prins Willem Alexanderlaan 1419, 7312 GA
Apeldoorn, The Netherlands 100%
Risk Management Services, Inc. PO Box 1330, Salisbury, NC 28145-1330, U.S.A. 100%
Serdelco S.A. Avenue de la Creativite 4, 59650 Villeneuve
d'Ascq, V.A.T.: FR 22.415.046.481 100%
France
Shop `N Save - Mass., Inc. PO Box 1000, Portland, ME 04104, U.S.A. 100%
SID S.A. Rue Osseghem 53, 1080 Brussels V.A.T.: BE 441.263.688 100%
Svemark B.V. Prins Willem Alexanderlaan 1419, 7312 GA
Apeldoorn, The Netherlands 100%
Super Discount Markets, Inc.* Thornton Road 420, Lithia Springs, GA 30057,
U.S.A. 60%
Super Dolphin Soeseaua Viitorului 182 bloc 49, Scara 2,
Sector 2,
Bucarest, Romania 51%
The Pride Reinsurance Company, LTD. Fitzwilliam Square 38/39, Dublin 2, Ireland 100%
Trofo S.A. 81, Spata Ave., Gerakas, Athens, Greece 100%
Vadis S.P.R.L. Rue Osseghemstraat 53, 1080 Brussels V.A.T.: BE 424.012.437 100%
Wambacq & Peeters S.A. Isidoor Crockaertstraat 25, 1731 Zellik V.A.T.: BE 416.980.927 85%
Wintrucks S.A. Isidoor Crockaertstraat 25, 1731 Zellik V.A.T.: BE 437.829.789 20% 80%
B. PROPORTIONATELY CONSOLIDATED Directly Indirectly
- ------------------------------------------------------------------------------------------------------------------------------
Shop N Save 48, Lorong 21 Geylang, Tai Thong Hung Building 04-01, 49%
388464 Singapore
II. ASSOCIATED COMPANIES
- ----------------------------------------------------------------------------------------------------------------------------
A. ACCOUNTED FOR AT EQUITY Share of capital
- ----------------------------------------------------------------------------------------------------------------------------
Debarry Center Orange Park, Florida, U.S.A. 50%
- ----------------------------------------------------------------------------------------------------------------------------
B. MAINTAINED AT COST
- ----------------------------------------------------------------------------------------------------------------------------
ENA Bulgaria EOOD 13 Plana Planina Street, Municipality of Lozenetz, 100%
Sofia 1421, Bulgaria
- ----------------------------------------------------------------------------------------------------------------------------
Special Event S.A. Rue Marche-aux-Herbes 105, 1000 Brussels V.A.T.: BE 432.079.174 30%
- ----------------------------------------------------------------------------------------------------------------------------
(*) In liquidation
67
E-74
SUMMARY COMPANY ACCOUNTS OF DELHAIZE "LE LION" S.A.
The summarized annual accounts of Etablissements Delhaize Freres et Cie "Le
Lion" are presented below. In accordance with company law, these annual
accounts, the Directors' report and the Statutory Auditor's report are deposited
at the Banque Nationale de Belgique (National Bank of Belgium). These documents
can also be obtained upon request from: Delhaize "Le Lion" S.A., rue
Osseghemstraat 53, 1080 Brussels, Belgium. The Statutory Auditor has expressed
an unqualified opinion on these annual accounts.
SUMMARY OF ACCOUNTING PRINCIPLES
A complete description of the accounting principles is included in the notes to
the consolidated accounts. The only differences relate to tangible and financial
fixed assets:
1) Tangible fixed assets are recorded at cost price or agreed capital
contribution value on the balance sheet. Assets held under capital
leases are stated at an amount equal to the fraction of deferred
payments provided for in the contract representing the reimbursement of
the capital value of the asset.
Depreciation rates are applied on a straight line basis at the rates
admissible tax purposes:
Land: 0.00%/year
Buildings: 5.00%/year
Distribution centres: 3.00%/year
Sundry installations: 10.00%/year
Plant, equipment: 20.00%/year
Equipment for intensive use: 33.33%/year
Furniture: 20.00%/year
Motor vehicles: 25.00%/year
Ancillary construction expenses are written off during the year in
which they are incurred.
2) Financial fixed assets are valued at their cost price, less any amounts
previously written off.
At the end of the financial year, an individual valuation is made for
each security held in "Financial fixed assets", so as to reflect as
accurately as possible the situation, profitability and prospects of
the company concerned.
The valuation method is chosen objectively, taking into account the
nature and characteristics of the security. It can be based on one or
other of the traditional bases used for such valuations, or on the
appropriately weighted average of several of them.
Generally, it is the net value of the asset, adjusted as required to
reflect underlying appreciation, which is used.
For foreign investments, the valuation is based on the exchange rates
applicable at the end of the financial year. The valuation method thus
adopted for a security is used consistently from one financial year to
the next, except, of course, in the event of a change in circumstances
rendering its continued use inadmissible.
Should this valuation show a long-term loss of value in relation to its
cost, the book value of the investment is reduced by an amount equal to
the long-term portion of the estimated impairment.
3) Appropriation of Available Profit for Financial Year 2000
At the time the Board of Directors proposed the dividend of EUR 1.36 in
respect of financial year 2000 on March 14, 2001, the Board was unable
to determine the final total amount of the dividend. This was because:
(i) the final number of new Delhaize Group shares to be issued in favor
of former Delhaize America shareholders who had initially invoked
dissenters rights under North Carolina law but who could, nevertheless,
be entitled to receive new Delhaize Group shares, either because they
subsequently waived their dissenters' rights or because they ceased to
comply with dissenters rights procedures, was not known until May 28,
2001;
(ii) the number of New Delhaize America shares to be created as a
result of the exercise of Delhaize America stock options between March
14, 2001 and April 25, 2001 (date of the share exchange and delisting
of the Delhaize America share) was not known on March 14, 2001.
It was announced that the Board of Directors would propose to the
annual general meeting to be held in May 2002 to make the appropriate
corrections to the accounts, by reference to the precise number of
shares of the Company that were finally entitled to receive the
financial year 2000 dividend. The amount of the total dividend proposed
in respect of financial year 2001 includes an amount of EUR 377,609.44
representing the correction of the financial year 2000 dividend.
4) In accordance with opinion n(degree)126/18 of the Belgian Accounting
Standards Commission (issued November 2001), the value of the shares in
Delhaize America has been restated from EUR2,030,171,832 being the
value determined by the Board of Directors in accordance with article
602 of the Company Code, to EUR 2,250,165,624 being the fair value of
the shares issued and received. The difference, being EUR 219,993,792
has been credited to the share premium account as required by opinion
n(degree)126/18.
5) Summary of the reported EPS and cash EPS of Delhaize "Le Lion" S.A.
- ------------------------------------------------------------
2001 2000 1999
- ------------------------------------------------------------
Reported EPS 1.78 2.34 1.23
Cash EPS 1.79 2.35 1.24
- ------------------------------------------------------------
68 Delhaize Group Annual Report 2001
E-75
6) Summary Company Accounts of Delhaize "Le Lion" S.A.
BALANCE SHEET (IN THOUSANDS OF EUR)
ASSETS 2001 2000
- ---------------------------------------------------------------------------------------------------
FIXED ASSETS 4,110,680 1,600,980
Establishment costs 466 530
Intangible fixed assets 397
Tangible fixed assets 261,254 250,108
Financial fixed assets 3,848,563 1,350,342
- ---------------------------------------------------------------------------------------------------
CURRENT ASSETS 656,782 537,573
Long-term trade receivables 99 198
Inventories and work in process 247,338 228,825
Short-term trade receivables 319,855 206,649
Short-term investments 11,234 16,014
Cash and bank 55,584 62,782
Prepayments and accrued income 22,672 23,105
- ---------------------------------------------------------------------------------------------------
TOTAL ASSETS 4,767,462 2,138,553
- ---------------------------------------------------------------------------------------------------
LIABILITIES 2001 2000
- ---------------------------------------------------------------------------------------------------
SHAREHOLDERS' EQUITY 2,752,591 487,314
Capital 46,196 26,016
Distributable reserves 15,702 15,263
Other reserves 2,681,325 441,751
Profit carried forward 9,368 4,284
- ---------------------------------------------------------------------------------------------------
PROVISIONS AND DEFERRED TAXATION 2,640 3,929
- ---------------------------------------------------------------------------------------------------
FINANCIAL LIABILITIES 1,244,182 927,706
After one year 707,189 501,374
Within one year 536,993 426,332
- ---------------------------------------------------------------------------------------------------
TRADE CREDITORS 500,157 471,790
- ---------------------------------------------------------------------------------------------------
OTHER LIABILITIES 267,892 247,814
Other liabilities within one year 248,555 235,014
Accruals and deferred income 19,337 12,800
- ---------------------------------------------------------------------------------------------------
TOTAL LIABILITIES 4,767,462 2,138,553
- ---------------------------------------------------------------------------------------------------
INCOME STATEMENT (IN THOUSANDS OF EUR)
2001 2000
- ---------------------------------------------------------------------------------------------------
OPERATING INCOME 3,231,057 3,000,731
Sales 3,201,067 2,975,138
Other operating income 29,990 25,593
- ---------------------------------------------------------------------------------------------------
OPERATING EXPENSES (3,163,915) (2,922,908)
Merchandise and consumables 2,462,708 2,293,789
Salaries, social security and pensions 421,752 390,490
Other operating expenses 279,455 238,629
- ---------------------------------------------------------------------------------------------------
OPERATING RESULT 67,142 77,823
Income from financial fixed assets 146,431 115,135
Net financial expense (69,103) (60,934)
- ---------------------------------------------------------------------------------------------------
CURRENT PROFIT BEFORE TAXATION 144,470 132,025
Exceptional income 480 84
Exceptional expenses (939) (772)
- ---------------------------------------------------------------------------------------------------
CURRENT YEAR PROFIT BEFORE TAXATION 144,011 131,336
Transfer (-) to/ release (+)
from deferred taxes (2) (10)
Current taxation (2,375) (9,720)
- ---------------------------------------------------------------------------------------------------
FINANCIAL YEAR RESULTS 141,634 121,606
Transfer (-) to/ release (+)
from tax-exempt reserves (3) (15)
- ---------------------------------------------------------------------------------------------------
FINANCIAL YEAR RESULTS TO BE APPROPRIATED 141,631 121,591
- ---------------------------------------------------------------------------------------------------
APPROPRIATION OF PROFIT (IN THOUSANDS OF EUR)
2001 2000
- ---------------------------------------------------------------------------------------------------
Profit carried forward from previous year 4,284 8,766
Transfer to legal reserve (2,018) (85)
- ---------------------------------------------------------------------------------------------------
Profit to carry forward (9,368) (4,284)
- ---------------------------------------------------------------------------------------------------
Dividends to shareholders (133,423) (125,039)
- ---------------------------------------------------------------------------------------------------
Directors' share of profit (1,106) (949)
- ---------------------------------------------------------------------------------------------------
SHARE CAPITAL (IN THOUSANDS OF EUR) NUMBER OF SHARES
- ---------------------------------------------------------------------------------------------------
SHARE CAPITAL
Shares in issue (account n(degree)100 of liabilities and shareholders' equity)
- At the end of the previous year 26,016 --
- Issue of new shares 90 179,450
- Shares exchange 20,091 40,181,529
- At the end of the financial year 46,197 --
Analysis of share capital
Class of shares
- Ordinary shares of no par value 46,197 92,392,704
Registered shares or bearer shares
- Registered -- 5,235,377
- Bearer -- 87,157,327
- ---------------------------------------------------------------------------------------------------
TREASURY SHARES HELD BY
- The company itself 11,234 192,200
- Its subsidiaries 6,210 106,252
- ---------------------------------------------------------------------------------------------------
COMMITMENTS TO ISSUE NEW SHARES
On the exercise of subscription rights
- Number of subscription rights in issue -- 249,900
- Amount of capital to be subscribed 124 --
- Corresponding maximum number of shares to be issued -- 249,900
- ---------------------------------------------------------------------------------------------------
Unissued authorized capital 5,835 --
- ---------------------------------------------------------------------------------------------------
| 69
E-76
REPORT OF THE STATUTORY AUDITOR
ON THE CONSOLIDATED ACCOUNTS
FOR THE YEAR ENDED DECEMBER 31, 2001
PRESENTED TO THE ANNUAL GENERAL MEETING OF
ETABLISSEMENTS DELHAIZE FRERES ET CLE "LE LION" S.A.
(DELHAIZE "LE LION" S.A.)
To the shareholders,
As required by law and the articles of association, we have the honour to report
on the conduct of the audit which you have confided to us.
We have audited the consolidated financial statements for the year ended
December 31, 2001 which have been prepared under the responsibility of the Board
of Directors and which show total assets of EUR 12,085,815,986 and a
consolidated profit for the year then ended (Group share) of EUR 149,420,113. We
have also examined the Directors' report on the consolidated accounts.
UNQUALIFIED OPINION ON THE CONSOLIDATED ACCOUNTS
Our examination was made in accordance with the standards of the Belgian
Institute of Registered Auditors. These professional standards require that our
examination be organised and conducted in such a way as to enable us to obtain
reasonable assurance that the consolidated accounts are free from material
misstatement taking account of the legal and regulatory requirements
applicable to consolidated accounts in Belgium.
In accordance with these standards, we have taken account of the administrative
and accounting organisation of the Group, as well as its internal control
systems. We have obtained all the explanations and information necessary for our
examination. We have examined the documentation supporting the amounts presented
in the consolidated accounts on a test basis. We have considered the
appropriateness of the accounting and consolidation policies and of
significant accounting estimates made by the group, as well as the presentation
of the consolidated accounts taken as a whole. We believe that these procedures
provide a reasonable basis on which to express our opinion.
In our opinion, based upon our audit, the consolidated accounts for the year
ended December 31, 2001 give a true and fair view of the Group's net worth,
financial position and the consolidated results of its operations for the year
then ended, in accordance with the legal and regulatory requirements applicable
in Belgium and the information given in the notes to the consolidated accounts
is adequate.
ADDITIONAL ATTESTATION AND INFORMATION
Our report is complemented by the following attestation and information, the
nature of which is not such as to modify our opinion on the consolidated
financial statements:
- - The report of the Board of Directors includes the information required
by law, and agrees with the consolidated financial statements.
- - As discussed in the "Summary Company Accounts of Delhaize "Le Lion"
s.a.", (3) "Appropriation of available profits for financial year 2000"
on page 68, and further in the "Additional Information" on page 76, the
appropriation of profit decided by the Annual General Meeting of May
2001 represented the Board of Directors' best estimate. As the total
actual amount of the dividend finally paid in respect of financial year
2000 is now known, the required correction representing an additional
payment of EUR 377,609 is included in the total dividend proposed by
the Board of Directors in respect of financial year 2001.
Brussels, March 22, 2002
The Statutory Auditor,
DELOITTE & TOUCHE
Reviseurs d'Entreprises SC s.f.d. SCRL
Represented by James FULTON
70 | Delhaize Group | Annual Report 2001
E-77
RECONCILIATION OF BELGIAN GAAP TO US GAAP
The consolidated financial statements have been prepared in accordance with
Belgian GAAP. Those principles differ in certain significant respects from US
GAAP. These differences relate mainly to the items that are described below and
are summarized in the following tables. Such differences affect both the
determination of net income and shareholders' equity.
ITEMS AFFECTING NET INCOME AND SHAREHOLDERS' EQUITY
GOODWILL
Share Exchange
The determination of the consideration given in connection with the share
exchange with Delhaize America differs under Belgian GAAP and US GAAP. Under
Belgian GAAP, the shares that were issued were valued at EUR 56.00 each,
representing the share price at the date when the share exchange took place
(April 25, 2001). Under US GAAP, the shares were valued at EUR 52.31 each,
representing the average of the share price three days before and three days
after the date when the share exchange agreement was signed (November 16, 2000).
Also, certain transaction expenses (stamp duties and notary fees related to the
capital increase) that were expensed under Belgian GAAP were included in the
purchase price under US GAAP. Stock option exercise expenses that were included
in the consideration under Belgian GAAP were excluded under US GAAP. These
differences in determining the amount of consideration affected the amount of
goodwill recorded in the share exchange.
Subsidiary Treasury Shares
Under Belgian GAAP, Delhaize America's stock repurchases that result in
increases in the Group's ownership are recognized as capital transactions.
Hannaford
Under US GAAP, these acquisitions are accounted for under the purchase method of
accounting, with recognition of goodwill.
Under Belgian GAAP, the goodwill recognized upon acquisition of Hannaford does
not include the value of the options to acquire Hannaford common stock that were
converted to options to acquire Delhaize America Class A common stock. Under US
GAAP, the value of these stock options is taken into account in the total
estimated purchase price of Hannaford and the related goodwill.
Amortization
Under US GAAP, goodwill is amortized over its estimated useful life, not to
exceed forty years. This also applies for Belgian GAAP purposes since 1999. An
adjustment is recorded relating to goodwill amortization recorded prior to
1999 for which the change in Belgian GAAP policy was not in effect.
FIXED ASSETS ACCOUNTING
Impairment of Long-Lived Assets
The non-cash charges recorded by Delhaize America as a result of applying
Statement of Financial Accounting Standards (SFAS) No. 121, Accounting for the
Impairment of Long-lived Assets and for Long-lived Assets to be Disposed of, are
reversed in the Group's accounts under Belgian GAAP when they relate to stores
that are not planned to be closed. Under US GAAP, Delhaize Group follows the
provisions of SFAS 121 in its entirety.
Revaluation Surpluses
Under Belgian GAAP, Delhaize Group records unrealized gains on the revaluation
of certain subsidiaries' assets in the revaluation reserves, which are
classified in shareholders' equity. Such revaluations are not permitted under US
GAAP.
LEASE ACCOUNTING
Under Belgian GAAP, a capital lease is defined as one that transfers
substantially all the risks and rewards of ownership of an asset to the lessee.
Under US GAAP, SFAS 13, Accounting for Leases, defines criteria for companies to
evaluate whether, at inception of the lease, a lease should be accounted for as
a capital lease or an operating lease. Accordingly, the Group has certain leases
that are classified as operating leases under Belgian GAAP that are classified
as capital leases under US GAAP.
PENSIONS
The Group sponsors defined benefit pension plans at certain of its subsidiaries.
Such plans have been established in accordance with applicable legal
requirements and customary practices in each country. Benefits are generally
based upon compensation and years of service. Delhaize Group accounts for
pension plans for its U.S. subsidiaries under the provisions of SFAS 87,
Employees' Accounting for Pensions. For all other consolidated entities, pension
plan contributions are expensed as contributions are made. Under US GAAP,
pension plan obligations are calculated in accordance with the provisions of
SFAS 87 for all the consolidated entities.
FOREIGN CURRENCY TRANSACTIONS
Under Belgian GAAP, the Group has deferred foreign currency transaction
exchange rate losses incurred on debts contracted to finance nonmonetary
assets. These losses are recognized based on the principle of matching expenses
to the income to which they relate. Under US GAAP, the increase or decrease in
expected functional currency cash flows is a foreign currency transaction gain
or loss that is included in determining net income for the period in which the
exchange rate changes.
INCOME TAXES
Delhaize Group does not account for deferred income tax assets and liabilities
for all its subsidiaries under the provisions of SFAS 109, Accounting for Income
Taxes. Under US GAAP, all subsidiaries of Delhaize Group are accounted for under
the provisions of SFAS 109.
DIVIDENDS AND DIRECTORS' REMUNERATION
Under Belgian GAAP, the proposed annual dividend on ordinary shares to be
approved by the general meeting of shareholders, which is held subsequent to
year-end, is accrued at year-end. Under US GAAP, such dividends are not
considered an obligation until approved.
Under Belgian GAAP, the Directors' remuneration is considered a distribution of
profits, similar to a dividend to shareholders, and is recorded as a charge to
retained earnings. Under US GAAP, such remuneration is considered compensation
expense.
OTHER COMPREHENSIVE INCOME
Under Belgian GAAP, the loss (net of tax) related to the interest-rate lock
agreements that were entered into prior to the bond issues related to the
acquisition of Hannaford, was classified in the balance sheet caption
"Prepayments and accrued income". Under US GAAP, this loss was classified in
the balance sheet caption "Other comprehensive income", which is part of
shareholders' equity.
| 71
E-78
STOCK BASED COMPENSATION
Under Belgian GAAP, compensation expense related to stock options is not
recorded. Under US GAAP, Delhaize Group has elected to follow the accounting
provisions of Accounting Principles Board Opinion (APBO) No. 25, Accounting for
Stock Issued to Employees, for grant of shares, stock options and other equity
instruments. This resulted in the recording of compensation expense relating to
Delhaize America's restricted stock plans and Delhaize Group's stock option
plans. The share exchange with Delhaize America resulted in a new measurement
date for the Delhaize America's stock option and restricted stock plans.
A result, a one-time, non-cash compensation expense of EUR 13.1 million pre-tax
was recorded under US GAAP.
TREASURY SHARES
Under Belgian GAAP, treasury shares are classified in the balance sheet caption
"Short-term investments" and are subject to a valuation allowance when the share
price at the reporting date is lower than the acquisition price. Under US GAAP,
treasury shares are deducted from shareholders' equity in the captions "Capital"
and "Additional Paid in Capital" and are maintained at cost.
OTHER ITEMS
Other items include adjustments to record differences between Belgian GAAP and
US GAAP for interest cost capitalization, software development cost
capitalization, accounting for derivative transactions and accounting for a
highly inflationary country (Romania). An adjustment is also recorded to reflect
the difference in the basis for Belgian GAAP and US GAAP on the gain recorded on
the disposition of an investment in 2000.
Approximate reconciliation to US GAAP of net income and shareholders' equity
would be as follows(*):
- ------------------------------------------------------------------------------------------------------------------------
(In thousands of EUR) 2001 2000 1999
- ------------------------------------------------------------------------------------------------------------------------
NET INCOME IN ACCORDANCE WITH BELGIAN GAAP 149,420 160,687 169,886
- ------------------------------------------------------------------------------------------------------------------------
ITEMS HAVING THE EFFECT OF INCREASING (DECREASING)
REPORTED NET INCOME:
- ------------------------------------------------------------------------------------------------------------------------
Goodwill 10,673 (2,070) (2,357)
Fixed asset accounting (6,339) (5,893) 807
Lease accounting 3,029 5,002 3,761
Pensions (1,569) (2,293) (1,307)
Foreign currency transactions 2,504 (8,353) (5,575)
Income taxes 6,168 452 345
Directors remuneration (1,106) (949) (926)
Treasury shares 1,517 -- --
Stock based compensation (19,514) -- --
Other items (786) 845 480
- ------------------------------------------------------------------------------------------------------------------------
Total US GAAP adjustments before tax effects (5,423) (13,259) (4,772)
- ------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
Tax effects of US GAAP adjustments 4,049 3,247 740
- ------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
Net income in accordance with US GAAP 148,046 150,675 165,854
- ------------------------------------------------------------------------------------------------------------------------
(*) Certain prior year amounts have been reclassified to conform to the
current year presentation.
72 | Delhaize Group | Annual Report 2001
E-79
- ------------------------------------------------------------------------------------------------------------------------
DECEMBER 31,
------------------------------------------------------
(IN THOUSANDS OF EUR) 2001 2000 1999
- ------------------------------------------------------------------------------------------------------------------------
SHAREHOLDERS' EQUITY IN ACCORDANCE WITH BELGIAN GAAP 3,716,037 1,364,691 1,085,565
- ------------------------------------------------------------------------------------------------------------------------
ITEMS HAVING THE EFFECT OF INCREASING (DECREASING)
REPORTED SHAREHOLDERS' EQUITY:
- ------------------------------------------------------------------------------------------------------------------------
Goodwill (38,024) 106,693 90,123
Fixed asset accounting (32,695) (25,812) (18,212)
Lease accounting 979 (2,050) (7,052)
Pensions (21,492) (19,906) (17,642)
Income taxes (16,315) (22,040) (22,660)
Dividends and directors remuneration 133,046 125,038 64,501
Other comprehensive income (72,889) -- --
Treasury shares (17,444) -- --
Other items 4,056 1,877 2,137
- ------------------------------------------------------------------------------------------------------------------------
Total US GAAP adjustments before tax effects (60,778) 163,800 91,195
- ------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
Tax effects of US GAAP adjustments 26,938 21,708 17,930
- ------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
Shareholders' equity in accordance with US GAAP 3,682,197 1,550,199 1,194,690
- ------------------------------------------------------------------------------------------------------------------------
| 73
E-80
TEN-YEAR FINANCIAL OVERVIEW
- ---------------------------------------------------------------------------------------------------------------------------
2001 2000 1999 1998
- ---------------------------------------------------------------------------------------------------------------------------
RESULTS OF OPERATIONS
Sales 21,396 18,168 14,310 12,912
Operating cash flow 1,649 1,275 976 868
Operating cash flow margin 7.7% 7.0% 6.8% 6.7%
Operating income 921 739 648 573
Operating margin 4.3% 4.1% 4.5% 4.4%
Income before taxes 361 402 511 455
Income taxes (192) (146) (190) (162)
Effective tax rate 53.2% 36.3% 37.1% 35.6%
Cash earnings 339 188 175 157
Net earnings 149 161 170 149
FINANCIAL POSITION
Total assets 12,086 10,398 5,728 4,541
Group equity (incl. minorities) 3,752 2,874 1,991 1,742
Total debt 5,168 4,862 1,770 1,135
Net debt 4,776 4,589 1,404 881
Return on equity - cash earnings 13.3% 15.3% 17.5% 17.9%
- net earnings 5.9% 13.1% 17.0% 17.0%
Net debt to equity 127% 160% 71% 51%
Interest coverage (EBIT) 2.1 2.7 5.1 5.2
PER SHARE INFORMATION
Cash earnings 4.26 3.61 3.36 3.02
Reported earnings 1.88 3.09 3.27 2.87
Net dividend 1.08 1.02 0.93 0.84
Pay-out-ratio - on cash earnings 39.2% 67.1%(1) 37.5% 37.7%
- on net earnings 89.0% 78.6%(1) 38.5% 39.7%
Shareholders' equity 46.75 26.23 20.88 17.59
OTHER INFORMATION
Capital expenditure 554 545 525 451
Depreciation and amortization (719) (506) (328) (295)
Financial expense (464) (296) (140) (117)
Exceptional income/(expense) (96) (41) 3 (1)
Weighted average number of shares (thousands) 79,494 52,023 51,983 51,824
Number of associates 146,785 152,489 124,933 118,942
(1) Including the dividend payable to new shares issued in the context of
the share exchange with Delhaize America. Excluding these payments, the
pay-out-ratio amounted to 38.2% on cash earnings and 44.6% on reported
earnings.
74 | Delhaize Group | Annual Report 2001
E-81
(EUR in millions, except per share amounts)
- ------------------------------------------------------------------------------------------------------------------
1997 1996 1995 1994 1993 1992
- ------------------------------------------------------------------------------------------------------------------
12,608 10,222 9,134 9,440 9,072 8,098
805 602 502 524 428 456
6.4% 5.9% 5.5% 5.6% 4.7% 5.6%
511 414 339 357 260 322
4.1% 4.0% 3.7% 3.8% 2.9% 4.0%
337 331 274 282 41 337
(124) (129) (105) (105) (10) (98)
36.8% 38.8% 38.3% 37.2% 24.4% 29.1%
125 111 96 101 66 96
122 108 93 100 25 158
4,487 3,989 2,921 2,928 3,050 2,850
1,570 1,286 1,084 1,088 1,068 1,022
1,377 1,276 687 713 850 830
1,158 1,042 550 518 700 621
16.3% 17.2% 16.3% 17.4% 11.7% 19.9%
15.9% 16.7% 15.8% 17.2% 4.4% 32.8%
75% 82% 51% 48% 65% 61%
3.9 5.2 5.4 4.5 3.7 7.1
2.42 2.15 1.87 1.98 1.30 1.88
2.36 2.09 1.82 1.94 0.48 3.09
0.74 0.67 0.62 0.57 0.50 0.50
41.7% 42.5% 45.0% 39.9% 53.2% 36.6%
42.7% 43.6% 46.3% 40.6% 142.4% 22.3%
16.23 13.55 11.59 11.40 11.24 10.81
444 354 257 173 240 428
(294) (188) (163) (167) (168) (134)
(133) (82) (64) (75) (74) (48)
(41) (1) (2) -- (144) 63
51,717 51,603 51,303 51,291 51,284 51,268
107,208 94,360 89,702 84,060 82,181 76,000
| 75
E-82
ADDITIONAL INFORMATION
REFERENCE DOCUMENT FOR PUBLIC SOLICITATIONS FUNDS
On March 25, 2002, the Belgian Banking and Finance Commission authorized
Delhaize Group to use the present annual report as a reference document each
time it solicits funds from the public in the context of Title II of the Belgian
Royal Decree n(degree) 185 of July 9, 1935, by means of the procedure of
dissociated information, and this until publication of its next annual report.
In the context of this procedure, a transaction note needs to be attached to the
annual report. The annual report together with the transaction note constitute
the issue prospectus in the sense of article 29 of the Belgian Royal Decree
n(degree) 185 of July 9, 1935.
In accordance with article 29ter, ss.1, par. 1 of the Belgian Royal Decree of
July 9, 1935, this prospectus must be submitted to the Banking and Finance
Commission for its approval.
COMPANY STATUTE
Etablissements Delhaize Freres et Cie "Le Lion" is incorporated in Belgium,
formed in 1867 and converted into a limited company on February 22, 1962.
CORPORATE OBJECTIVE
ARTICLE TWO OF THE ARTICLES OF ASSOCIATION:
The corporate purpose of the Company is the trade of durable or nondurable
merchandise and commodities, including 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 objective or
which favor the development of its enterprise, acquire raw materials for it, or
facilitate the distribution of its products. Appropriation of Available Profit
for Financial Year 2000
APPROPRIATION OF AVAILABLE PROFIT FOR FINANCIAL YEAR 2000
On March 14, 2001, when the Board of Directors proposed the dividend of EUR 1.36
for financial year 2000, the Board was unable to determine the final total
amount of the dividend. This was because:
(i) the final number of new Delhaize Group shares to be issued to
former Delhaize America shareholders who had initially invoked
dissenters rights under North Carolina law but who could, nevertheless,
be entitled to receive new Delhaize Group shares, either because they
subsequently waived their dissenters' rights or because they ceased to
comply with dissenters rights procedures, was not known until May 28,
2001; and,
(ii) the number of new Delhaize America shares to be created as a result of
the exercise of Delhaize America stock options between March 14, 2001
and April 25, 2001 (date of the share exchange and delisting of the
Delhaize America share) was not known on March 14, 2001.
It was announced that the Board of Directors would propose to the general
meeting of shareholders to be held in May 2002 that appropriate corrections be
made to the accounts, by referencing the precise number of shares of the Company
that were finally entitled to receive the financial year 2000 dividend. The
amount of the total dividend proposed for financial year 2001 is EUR 377,609.44
representing the dividend correction for financial year 2000.
APPROPRIATION OF AVAILABLE PROFIT FOR FINANCIAL YEAR 2001
The breakdown of the available profit of EUR 141.6 million of Delhaize "Le Lion"
S.A., parent company of Delhaize Group, is as follows: EUR 2.0 will be
transferred to the legal reserve; EUR 5.1 million will be carried forward; EUR
133.4 million represents the proposed dividend to shareholders; and EUR 1.1
million represents the directors' share of profit (see page 69).
CAPITAL
As of December 31, 2001, Delhaize "Le Lion" S.A. had a capital of
EUR 46,196,352, represented by 92,392,704 shares with no stated
nominal value. At the end of 2000, the capital of Delhaize "Le Lion"
S.A. was EUR 26,015,862.50, represented by 52,031,725 shares.
In 2001, Delhaize Group issued 40,360,979 shares, including 40,181,529 shares in
connection with the share exchange with Delhaize America and 179,450 in
connection with the equity based compensation programs. The number of
outstanding Delhaize Group shares, including the treasury shares, increased in
2001 from 52,031,725 to 92,392,704. The weighted average number of Delhaize
Group shares outstanding, excluding the treasury shares, was 79,494,100 in 2001.
The exercise of warrants, relating to a debenture issued in 1996 in favor of the
managers of Delhaize Group, led to the creation of 179,450 new shares in 2001.
The warrant program ended in June 2001.
In June 2000, Delhaize Group launched a new warrant program for its management.
115,000 warrants were issued. Their exercise will be possible between June 1,
2004 and December 20, 2006 in the proportion of one new share for each warrant
at the price of EUR 63.10. In 2001, Delhaize Group launched a stock option plan
on existing shares. 134,900 options were issued. Their exercise will be possible
between January 1, 2005 and June 4, 2008 in the proportion of one share for each
option at the price of EUR 64.16.
Delhaize America has a stock option plan under which options to purchase
Delhaize Group ADRs may be granted to officers and key associates at prices
equal to fair market value on the date of the grant.
On January 1, 2001, 2,665,066 stock options were outstanding under the Delhaize
America stock option plan. This number increased to 3,139,621 stock options on
December 31, 2001, of which 1,493,381 were exercisable, at a weighed average
exercise price of USD 28.39.
Delhaize America also has restricted stock plans for executive associates.
These shares of stock will vest over five years from the grant
76 | Delhaize Group | Annual Report 2001
E-83
dates. On January 1, 2001, 206,615 shares were reserved for outstanding
restricted stock grants. This number increased to 251,049 shares on December 31,
2001.
AUTHORIZED CAPITAL
At an extraordinary shareholders meeting held on December 15, 2000, the
shareholders authorized the Board of Directors of Delhaize Group to increase the
share capital in one or several increases up to the amount of EUR 26,015,862.50.
This authorization is valid for a period of five years. The Board is authorized
to increase the capital by contributions in cash or by contributions in kind: or
by incorporation of available, or unavailable, reserves or from the share
premium account. In the latter cases, such increase may occur with or without
issuance of new shares. The increase in 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 the case of a share capital
increase, the Board of Directors is authorized to limit or revoke, in the
interest of the Company, the preferential rights provided for by legal
provisions in force, including rights in favor of one or more specific
individuals, whether or not they are associates of the Company or its
subsidiaries.
In 2001, the authorized capital has been used up to EUR 20,090,764.5 in the
context of the share exchange with Delhaize America and EUR 89,725 to satisfy
the exercise of warrants under the 1996-2001 Delhaize Group stock option plan.
ACQUISITION AND TRANSFER OF OWN SHARES
On December 15, 2000, the Board of Directors of Delhaize Group was also
authorized to acquire the Company's own shares, on its behalf, when necessary to
prevent serious and imminent damage to the Company. This authorization is
granted for a period of three years. The Board of Directors is also authorized
to transfer, in compliance with legal provisions in force, the Company's own
shares previously acquired by the Company when such transfer is necessary to
avoid serious and imminent damage to the Company. Such authorization is granted
for a period of three years from the date of publication of this authorization
in the appendix to the Belgian Official Journal. The Board was also authorized,
for a period of 18 months, to purchase, with no special conditions attached, a
maximum of 10% of the outstanding Delhaize Group shares at a price between EUR 1
and EUR 150.
In 2001, Delhaize Group repurchased 575,300 of its own shares in connection
with its stock option programs and to monitor a possible flow back of its shares
after the share exchange with Delhaize America. Of these shares, Delhaize Group
used 276,848 shares in 2001 to satisfy the exercise of stock options. At the end
of 2001, Delhaize Group owned 298,452 treasury shares.
CONSULTATION OF THE ISSUER'S DOCUMENTS
All documents concerning the issuer can be consulted at the registered office
(rue Osseghemstraat 53, 1080 Brussels - Belgium).
LEGAL VERSION OF THE ANNUAL REPORT
Only the French version of the annual report has legal force, the Dutch and
English versions represent translations of the French original. The
correspondence between the different language versions has been verified by
Etablissements Delhaize Freres et Cie "Le Lion" S.A. under its own
responsibility.
HISTORY OF RECENT CAPITAL INCREASES
CAPITAL SHARE PREMIUM ACCOUNT
- -------------------------------------------------------------------------------------------------------------------------
(IN BEF)
On December 31, 1998 1,014,088,000 935,207,465
- -------------------------------------------------------------------------------------------------------------------------
Increase in capital on June 28, 1999 660,000 58,740,000
Increase in capital on September 28, 1999 240,000 21,360,000
Increase in capital on December 24, 1999 186,000 16,554,000
On December 31, 1999 1,015,174,000 1,031,861,465
- -------------------------------------------------------------------------------------------------------------------------
Increase in capital on June 23, 2000 164,000 14,596,000
Increase in capital on September 25, 2000 132,000 11,748,000
On September 25, 2000 1,015,470,000 1,058,205,465
- -------------------------------------------------------------------------------------------------------------------------
(IN EUR)
Conversion of the capital to Euro 25,172,843.75 26,232,228.26
Increase in capital on December 15, 2000
by incorporation of the available reserves 843,018.75 --
On December 31, 2000 26,015,862.50 26,232,228.26
- -------------------------------------------------------------------------------------------------------------------------
Increase in capital on April 25, 2001 20,089,572.50 2,229,955,551.09
Increase in capital on April 30, 2001 2,200.00 194,131.67
Increase in capital on May 28, 2001 1,192.00 119,308.41
Increase in capital on June 26, 2001 87,525.00 7,723,352.07
On December 31, 2001 46,196,352.00 2,264,224,571.50
- -------------------------------------------------------------------------------------------------------------------------
| 77
E-84
MANAGEMENT STRUCTURE (OVERVIEW ON FEBRUARY 1, 2002)
BOARD OF DIRECTORS
- -------------------------------------------------------------------------------------------------
Gui de Vaucleroy(2)(3)(4) Chairman
Pierre-Olivier Beckers(2) President and Chief Executive Officer
Roger Boin Director
Raymond-Max Boon Director
Baron de Cooman d'Herlinckhove(1) Director
Marcel Degroof Director
Hugh Farrington Director
William G. Ferguson(2)(3) Director
Comte Goblet d'Alviella(1)(3) Director
Jacques Le Clercq(3) Director
William McCanless Director
Robert J. Murray(1)(4) Director
Didier Smits(1) Director
Philippe Stroobant(1)(2) Director
Frans Vreys(1) Director
Jean-Claude Coppieters 't Wallant Secretary
- -------------------------------------------------------------------------------------------------
(1) Member Audit Committee
(2) Member Governance Committee
(3) Member Compensation Committee
(4) Committee Chairman
HONORARY MEMBERS BOARD OF DIRECTORS
- -------------------------------------------------------------------------------------------------
Chevalier Guy Beckers Honorary Chairman and
Chief Executive Officer
Henry Stroobant Honorary Chairman and Director
Frans Vreys Honorary Chairman
Jacques Boel Honorary Director
Chevalier Philippe van der Plancke Honorary Director
Mrs. Victor Wolff-Vieujant Honorary Director
- -------------------------------------------------------------------------------------------------
STATUTORY AUDITORS
- -------------------------------------------------------------------------------------------------
Deloitte & Touche Reviseurs d'Entreprises SC s.f.d. SCRL
represented by James Fulton
- -------------------------------------------------------------------------------------------------
EXECUTIVE COMMITTEE AND OFFICE OF THE CEO
- -------------------------------------------------------------------------------------------------
Pierre-Olivier Beckers(*) President and Chief Executive Officer
Renaud Cogels(*) Executive Vice President,
Chief Executive Officer of Delhaize Europe
William McCanless(*) Executive Vice President,
President and Chief Executive Officer of Delhaize America
Hugh Farrington(*) Executive Vice President,
Vice Chairman of Delhaize America
Craig Owens(*) Executive Vice President,
Chief Financial Officer
Jean-Claude Coppieters `t Wallant Senior Vice President,
General Secretary
Pierre Dumont Senior Vice President,
Human Resources
Secretary of the Executive Committee
Arthur Goethals Senior Vice President,
General Manager of Delhaize Belgium
Michael Waller Senior Vice President,
General Counsel
- -------------------------------------------------------------------------------------------------
(*) Member of the Office of the CEO
HONORARY MEMBER EXECUTIVE COMMITTEE
- -------------------------------------------------------------------------------------------------
Pierre Malevez Honorary member of the Executive Committee
- -------------------------------------------------------------------------------------------------
E-85
UNITED STATES EUROPE ASIA
Finance DELHAIZE AMERICA BELGIUM THAILAND
Delhaize Belgium Food Lion Thailand
Human - Food Lion GREECE INDONESIA
Resources Alfa-Beta (50.7%) Super Indo (51%)
Information - Hannaford CZECH REPUBLIC SINGAPORE
Technology Delvita Shop N Save (49%)
- Kash n' Karry SLOVAKIA
Delvita
Legal Affairs ROMANIA
Mega Image (51%)
(as of December 31, 2001)
In May 2001, the Board of Directors of Delhaize Group was increased by five new
members: Hugh Farrington, William G. Ferguson, Richard Goblet d'Alviella,
William McCanless and Robert J. Murray. At the same time, Audit, Governance and
Compensation Committees were created to support the Board of Directors.
After the closing of the share exchange with Delhaize America in April 2001, a
new management structure became effective. Chief Executive Officer
Pierre-Olivier Beckers created an Office of the CEO to assist him in the
management of Delhaize Group. In addition to Mr. Beckers, the Office of the CEO
consists of William McCanless, President and Chief Executive Officer of Delhaize
America, Renaud Cogels, Chief Executive Officer of Delhaize Europe, Hugh
Farrington, Vice Chairman of Delhaize America, and Craig Owens, Chief Financial
Officer of Delhaize Group.
At the same time the Executive Committee was strengthened. The enlarged
Executive Committee is composed of the members of the Office of the CEO,
Jean-Claude Coppieters 't Wallant, General Secretary, Arthur Goethals, General
Manager of Delhaize Belgium, Michael Waller, General Counsel, and Pierre Dumont,
Senior Vice President Group Human Resources and Secretary of the Executive
Committee.
In April 2001, the management of Delhaize Group was reorganized around three
regions - the United States, Europe and Asia - to clarify the responsibilities
and organize the creation of regional synergies. The U.S. operations are led by
William McCanless, the European activities by Renaud Cogels and the Asian
operations by Vice President Denis Knoops.
In addition to the three operational regions, four Group support functions
were created: finance led by Craig Owens, human resources under the
responsibility of Pierre Dumont, legal affairs led by Michael Waller and
information technology led by Vice President Michel Eeckhout.
79
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DELHAIZE GROUP CORPORATE
- -------------------------------------------------------------------------------
Michel Eeckhout Vice President of Information Technology
Processes and Systems
Richard James Vice President of Finance
Denis Knoops Vice President of Delhaize Asia
Baudouin van der Straten Waillet Assistant General Counsel,
Vice President of Government Affairs
Agnes Bonfond Director of Global Knowledge Management
Michel Duchateau Director of Accounting
Guy Elewaut Director of Investor Relations
Art Goss Director of Internal Audit
Christine Hariga Director of Risk Management
- -------------------------------------------------------------------------------
DELHAIZE AMERICA
- -------------------------------------------------------------------------------
William McCanless President and Chief Executive Officer
Hugh Farrington Vice Chairman
Paul Fritzson Executive Vice President of Strategy and Finance
Carol Herndon Executive Vice President of Accounting and Analysis,
Chief Accounting Officer
Michael Waller Executive Vice President,
General Counsel and Secretary
Joyce Wilson-Sanford Vice President, Strategic
Organizational Development
- -------------------------------------------------------------------------------
FOOD LION
- -------------------------------------------------------------------------------
William McCanless Chief Executive Officer
Richard A. Anicetti President and Chief Operating Officer
Keith M. Gehl Executive Vice President, Business
Strategy and Store Development
Robert J. Brunory Senior Vice President, Fresh Merchandising
Margaret M. Ham Senior Vice President, Dry Merchandising
C. David Morgan Senior Vice President, Retail Operations
Elwyn G. Murray III Senior Vice President, Procurement
and Distribution and Quality Assurance
David G. Biery Vice President, Marketing
Lewis O. Campbell Vice President, Procurement
Tamara L. DeBoer Vice President, Dry Category Management
R. Glenn Dixon Jr. Vice President, Real Estate
James E. Egan Jr. Vice President, Operations-Atlantic Division
Dwayne R. Gilley Vice President, Operations-Northern Division
L.Darrell Johnson Vice President, Human Resources
John Kyle Mercer Vice President, Retail Services
Randall S. Miller Vice President, Operations-Southern Division
R. Kyle Mitchell Vice President, Construction and Engineering
Thomas J. Robinson Vice President, Operations-Central Division
Natalie M. Taylor Vice President, Diversity
W. Geoffrey Waldau Vice President, Dry Category Management
- -------------------------------------------------------------------------------
HANNAFORD
- -------------------------------------------------------------------------------
Ronald C. Hodge President and Chief Executive Officer
Arthur A. Aleshire Senior Vice President, Corporate Development
Garrett D. Bowne IV Senior Vice President, Finance and Analysis
Shelley G. Broader Senior Vice President, Business
Strategy, Marketing and Communication
William L. Homa Senior Vice President and Chief
Information Officer
Beth M. Newlands Campbell Senior Vice President,
Retail Operations
Bradford A. Wise Senior Vice President, Human Resources
Brian E. Zappala Senior Vice President, Merchandising
and Distribution
Steven H. Brinn Vice President, Research
Emily D. Dickinson Vice President, Legal Affairs
Mark R. Doiron Vice President, Grocery Merchandising
Catherine D. Green Vice President, Perishable Merchandising
Michael A. Harris Vice President, Retail Services
Charles R. Hurdman Vice President, Marketing
Karen L. Mank Vice President, Compensation
and Associate Wellness
Charles F. Wilson Vice President, Government Affairs
- -------------------------------------------------------------------------------
KASH N' KARRY
- -------------------------------------------------------------------------------
Michael D. Byars Chief Operating Officer
Michael T. Vail Vice President, Merchandising
- -------------------------------------------------------------------------------
DELHAIZE EUROPE
- -------------------------------------------------------------------------------
Renaud Cogels Executive Vice President
Chief Executive Officer of Delhaize Europe
- -------------------------------------------------------------------------------
DELHAIZE BELGIUM
- -------------------------------------------------------------------------------
Arthur Goethals General Manager
Claude Allard Executive Director Resources & Logistics
Michel Eeckhout Executive Director Technology & Synergies
Jean-Thomas Geelhand Executive Director Purchasing
Marc Goossens Executive Director Sales
Mark Verleye Executive Director Human Resources
Philippe Brunelli Communication Director,
Secretary of the Executive Committee
Baudouin Auquier Departmental Director, Social Affairs
Jean-Marie Brochier Departmental Director, Industrial Departments
Juan de Meeus d'Argenteuil Departmental Director, Merchandising,
Systems and Methods
Xavier Diers Departmental Director, Purchasing Techniques
Thierry Gaye Departmental Director, Sales Southern Area
Guy Jourquin Departmental Director, Affiliates
Jozef Kempenaers Departmental Director, E-commerce
and Caddy-Home
Luc Koenot Departmental Director, Information Technology
80 Delhaize Group Annual Report 2001
E-87
Willy Lambrechts Departmental Director, Sales Northern Area
Philippe Lequy Departmental Director, Purchases
Beverages & Wine
Desire Maeck Departmental Director,
Administration & Internal Audit
Alain Mourlon Beernaert Departmental Director, Di Division
Peter Muylaert Departmental Director, Business Development
Stephane Seghers Departmental Director, Distribution Centers and
Transport
Willy Touquet Departmental Director, Supply Chain Management
Xavier Ury Departmental Director, Purchasing Development
David Vander Schueren Departmental Director, Business Planning
Baudouin Van Eeckhout Departmental Director, Technical
Michel Zajusz Departmental Director, Tom & Co
- -------------------------------------------------------------------------------
ALFA-BETA
- -------------------------------------------------------------------------------
Raphael Moissis Chairman
George Anagnostopoulos Deputy Chairman
Kostas Macheras General Manager
Nikos Iossipou(*) Cash-and-Carry Affiliate Manager
Maria Kuhkalani(*) Financial Manager
Alexandros Tsintzilonis(*) Stores Operation Manager
Leonidas Vrettakos(*) Commercial Manager
Costas Boudouris EDP Manager
Dimitris Koliolios Research and Development Manager
Spyros Kyrousis Internal Audit Manager
Vassilis Stavrou Human Resources Manager
Petros Trahanas Logistic Manager
- -------------------------------------------------------------------------------
(*) Member Steering Committee
DELVITA
- -------------------------------------------------------------------------------
Dirk Van den Berghe(*) General Manager
Jiri Charvat(*) Executive Director Finance,
IT, Logistics and Supply Chain
Jiri Dvorak(*) Executive Director Technical Department,
Expansion and Legal Affairs
Anne Simon(*) Executive Director Human Resources,
Communication & Project Management
Lisa Miller(*) Executive Director Buying
Petr Varmuza(*) Executive Director Slovakia
Rene Zoul Sales Director
Miguel Van Bussel Marketing Director
Petr Hlad Logistics Director
- -------------------------------------------------------------------------------
(*) Member Steering Committee
MEGA IMAGE
- -------------------------------------------------------------------------------
Antonios Tirpintiris General Manager
Theodoros Malideros General Manager
Ilias Lyras Finance Director
Bart Van de Velde Marketing Director
- -------------------------------------------------------------------------------
DELHAIZE ASIA
- -------------------------------------------------------------------------------
Denis Knoops Vice President of Delhaize Asia
John Kyritsis Finance Director
Gerald Walewijk Administration and Legal Affairs Director
- -------------------------------------------------------------------------------
FOOD LION THAILAND
- -------------------------------------------------------------------------------
Michel Prie General Manager
Nares Changsamlee Buying Director
Bundit Chunthasumetee Expansion Director
Elliot James Dickson Operations Director
Choochart Mahawansu Human Resources Director
Boonkerd Silpavechakul Finance and Accounting Director
- -------------------------------------------------------------------------------
SUPER INDO
- -------------------------------------------------------------------------------
Sugiyanto Wibawa Executive Director
Marc Debussche Commercial Director
Lany S Budianto Senior Manager, Financial and Accounting
Melanie Dharmosetio Senior Manager, Marketing
Chuanny Kwandou Senior Manager, Operations
Ferdinandus Wijaya Senior Manager, Planning and Development
- -------------------------------------------------------------------------------
SHOP N SAVE
- -------------------------------------------------------------------------------
Victor Cheong General Manager
Lee Sin Pin Director, Buying & Merchandising (Fresh Food)
Koay Su Ching Director, Finance & Administration
Francis Tay Director, Operations
Francois Valdivieso Director, Buying & Merchandising
- -------------------------------------------------------------------------------
81
E-88
CORPORATE GOVERNANCE
Delhaize Group is committed to high standards of integrity and disclosure in
the governance of the Company. The importance and the value of a balanced
interplay between the Board of Directors, management and shareholders is a major
principle governing the conduct of Delhaize Group. In 2001, significant measures
were taken to reinforce the corporate governance practices at Delhaize Group.
In April 2001, the corporate governance of the Company was improved through the
share exchange with its listed subsidiary Delhaize America. The Delhaize America
shares, comprising two classes of common stock with different voting and
dividend rights, were exchanged for ordinary Delhaize Group shares, which
comprise a single class of stock with voting and dividend rights that are the
same for all shareholders.
In May 2001, three independent members joined the Board of Directors of Delhaize
Group, resulting in a total of five independent board members. Simultaneously,
Audit, Governance and Compensation Committees were created to support the Board
of Directors of Delhaize Group in its different functions.
ORGANIZATION OF THE BOARD OF DIRECTORS
In accordance with Belgian law and its Articles of Association, Delhaize Group
is managed by its Board of Directors, which meets on a regular basis. In 2001,
the Board of Directors met 14 times. Subject to appropriately justified
exceptions, all directors are present at the meetings of the Board of Directors.
In accordance with the Articles of Association, the decisions of the Board are
taken by a majority of votes present or represented for such meeting.
At the scheduled meetings of the Board of Directors, the Chief Executive Officer
presents a report on the results of operations and the most recent financial
statements are discussed. The Chief Executive Officer proposes the strategy of
the Company for discussion and approval. Annually the budget for the following
financial year is reviewed and approved by the Board of Directors. The Board
decides on major acquisitions and divestitures.
Annually the Board of Directors draws up a full report on the Company. At
minimum, it publishes press releases on the conduct of business quarterly and on
specific subjects as necessary.
The members of the Board of Directors have individually a general investigative
power regarding the Company. They can, among others, make inquiries of, and
obtain advice from, Jean-Claude Coppieters `t Wallant, member of the Executive
Committee and General Secretary.
COMPOSITION OF THE BOARD OF DIRECTORS
On January 1, 2002, the Board of Directors of Delhaize Group consisted of 15
members, including 12 non-executive directors and three executive directors.
Eight of the directors represent, as shown in the following table, different
family branches descended from the founders of the Company. Five of the
non-executive directors are independent directors. The duties of the Chairman of
the Board and Chief Executive Officer are carried out by different individuals.
On the recommendation of the Governance Committee, the Board decides the
appointment of directors to be proposed to the shareholders for approval at
the annual general meeting. In accordance with the Articles of Association, the
term of appointment of the Board members is for a maximum of six years.
Beginning on January 1, 1999, the term of all directors' appointments, new or
renewed, has been three
NAME AGE (*) POSITION DIRECTOR SINCE TERM EXPIRES STATUS
- -------------------------------------------------------------------------------------------------------------------------
Gui de Vaucleroy 68 Chairman May 1980 2004 1
Pierre-Olivier Beckers 42 President, Chief Executive Officer
& Director May 1995 2003 1, 3
Roger Boin 63 Director May 1990 2002 1
Raymond-Max Boon 72 Director May 1968 2003 1
Baron de Cooman d'Herlinckhove 68 Director May 1973 2003 1
Marcel Degroof 72 Director May 1985 2003 2
Hugh G. Farrington 57 Executive Vice President
& Director May 2001 2004 3
William G. Ferguson 74 Director May 2001 2004 2
Comte Goblet d'Alviella 53 Director May 2001 2004 2
Jacques Le Clercq 72 Director May 1969 2003 1
William McCanless 44 Executive Vice President
& Director May 2001 2004 3
Robert J. Murray 60 Director May 2001 2004 2
Didier Smits 40 Director May 1996 2003 1
Philippe Stroobant 49 Director May 1990 2002 1
Frans Vreys 72 Director May 1982 2003 2
- -------------------------------------------------------------------------------------------------------------------------
(*): on May 23, 2002
1: Representative of the family shareholders
2: Independent director
3: Executive director
82 Delhaize Group Annual Report 2001
E-89
years. The age limit of directors set by the Board is 70 years for the Chairman
and the directors and 65 years for the Chief Executive Officer. The age limit is
75 years for those directors who were initially appointed before 1999 or for
certain directors appointed as part of the share exchange with Delhaize America.
For the fiscal year 2001, EUR 1.1 million in directors' fees was allocated to
the Board members. No other remuneration or advantage in their capacity of Board
member is associated with the directors' appointments. No loans or guarantees
have been extended by Delhaize Group to members of the Board or the Executive
Committee.
COMMITTEES OF THE BOARD
After the general shareholders' meeting on May 23, 2001, Audit, Governance and
Compensation Committees were established.
AUDIT COMMITTEE
The Audit Committee, which is solely composed of non-executive directors,
assists the Board of Directors in fulfilling its responsibilities relating to
accounting and reporting practices. Specifically, the Audit Committee assists
the Board of Directors in reviewing accurate and complete accounting and
financial information on Delhaize Group and verifies and makes recommendations
with respect to the adequacy of the accounting and financial reporting methods
used by the Company. The Audit Committee reviews, with the assistance of the
Statutory Auditor and the internal audit department, Delhaize Group's financial
reporting procedures and internal financial control systems. The Audit Committee
also reviews the activities and independence of the Statutory Auditor and the
internal audit department.
GOVERNANCE COMMITTEE
The Governance Committee submits proposals to the Board of Directors regarding
new directors to be nominated for election, or appointed in the case of a
vacancy. The Governance Committee evaluates the qualifications of any new
director nominee with respect to the needs of the Board of Directors. The
Governance Committee reviews the size, structure and organization of the Board
and its Committees and evaluates the performance and effectiveness of the Board
and of each of its members. The Governance Committee oversees planning for the
succession of the Chief Executive Officer and recommends to the Board the
selection or replacement, if necessary, of the Chief Executive Officer and
evaluates his performance.
COMPENSATION COMMITTEE
The Compensation Committee reviews, analyzes and makes recommendations to the
Board of Directors concerning the compensation for Delhaize Group's executive
directors and executive officers. The Compensation Committee also reviews
general compensation policy, any stock option or other profit-sharing programs
for the associates of the Company and other compensation issues.
GENERAL MEETING OF SHAREHOLDERS
The general meeting of shareholders of Delhaize Group is held at least once a
year, called by the Board of Directors. The notice of meeting mentions the items
on the agenda and complies with the form and timing requirements of Belgian
Company Law. Among the items included in the agenda given in the notice of the
annual general meeting are consideration of the Directors' report and
Auditors' report, as well as consideration of the annual accounts. The future
prospects for the Company are presented by the Chairman and the Chief Executive
Officer at the general meeting.
EXECUTIVE COMMITTEE AND OFFICE OF THE CEO
The Chief Executive Officer is in charge of the day-to-day management of the
Company, with the assistance of the Office of the CEO and the Executive
Committee.
In April 2001, the Office of the CEO was founded, consisting of five members of
the Executive Committee. The Office of the CEO assists the Chief Executive
Officer in the management of the Group, ensuring the optimal planning and
allocation of human and capital resources to Delhaize Group's priorities.
The Executive Committee, chaired by the Chief Executive Officer, prepares the
strategy proposals for the Board of Directors, oversees the operational
activities and analyzes the business performance of the Group.
The Chief Executive Officer, the Secretary of the Board and the members of the
Executive Committee are appointed by the Board of Directors. The non-executive
Board members decide, based on the recommendations by the Compensation
Committee, on the compensation of the members of the Executive Committee.
A common philosophy and methodology increasingly drives the executives'
remuneration program design throughout all regions while the appropriate
remuneration levels are determined on the basis of relevant regional and local
standards. The compensation consists of fixed and variable elements and is
linked to the performance of the Group. Like a very large segment of management,
the executives also benefit from stock option plans.
For the year ended December 31, 2001, the aggregate amount of compensation
attributed by the Group to the members of the Executive Committee as a group for
services in all capacities was EUR 6.7 million, including 70% aggregate base
pay and 30% variable compensation. An aggregate number of 107,822 Delhaize
Group stock options were allocated to the members of the Executive Committee in
2001.
Executives benefit from corporate pension plans which vary from banner to
banner, including a defined benefit Group insurance system for European based
executives that is contributory and based on the individual career length, and
profit sharing plans as well as defined benefit plans for US-based executives.
APPROPRIATION POLICY
It is the policy of the Company to pay out a regularly increasing dividend
while retaining significant free cash flow to finance the growth
83
E-90
of the Group. Since its listing in 1962, the Board has proposed an annual
increase in dividends to the shareholders at the annual general meeting, with
the exception of the financial years 1971, 1975 and 1993, when the dividends
were kept at the same level as the previous year. The dividend amount has never
been decreased.
SHAREHOLDERS' STRUCTURE
Belgian law requires that each shareholder or group of shareholders owning more
than 5% of the shares of a Belgian listed company notifies a disclosure
statement to such company and the Banking and Finance Commission.
On April 25, 2001, The Bank of New York addressed a disclosure statement to
Delhaize Group whereby it declared that it held 43.57 % of the total number of
the outstanding shares of Delhaize Group as of that date. On April 30, 2001, The
Bank of New York addressed a second disclosure statement to Delhaize Group to
inform the company that the number of shares held by it was reduced to 28.17 %
of such total number. In these two disclosure statements, The Bank of New York
declared that it was only holding the shares of Delhaize Group in its capacity
of Depositary for the account of the holders of ADRs and in its capacity of
Exchange Agent intervening in the exchange of the shares of Delhaize Group
against the shares of Delhaize America. In accordance with the provisions of the
Deposit Agreement governing the ADR Program of Delhaize Group in which The
Bank of New York acts as Depositary, The Bank of New York also announced in
these disclosure statements that it will only exercise the voting rights
attached to the shares deposited with it pursuant to voting instructions of the
ADR holders.
When making these disclosure statements, The Bank of New York expressly stated
that they were made at the request of Delhaize Group with the aim of providing
the financial markets with relevant information, without acknowledgement of
The Bank of New York as to the mandatory nature of such disclosure statement
under Belgian law.
On February 8, 2002, The Bank of New York informed Delhaize Group that it will
no longer continue to make such disclosure statements in the future to avoid
giving an ambiguous information to the financial markets that could believe on
the basis of such statements that The Bank of New York is acting for its own
account as a shareholder of Delhaize Group, where it is acting as Depositary
and could only exercise the voting rights pertaining to the ordinary shares upon
voting instructions of the ADR holders. The Bank of New York further stated
that, for such reasons, the disclosure requirement only apply to the ADR
holders.
With the exception of the disclosure statements of The Bank of New York, no
shareholder or group of shareholders declared ownership of more than 5% of the
capital of Delhaize Group as of December 31, 2001. Delhaize Group is not aware
of the existence of agreements in respect of the shares of the company between
family shareholders who are descendants of the founders of the company.
On December 31, 2001, the directors and members of the Executive Committee of
Delhaize Group owned as a group 2,398,330 ordinary shares or ADRs of Delhaize
Group, which represented approximately 2.6% of the total number of outstanding
shares of Delhaize Group as of that date. On December 31, 2001, the members of
the Executive Committee of Delhaize Group owned as a group 512,688 stock options
over an equal number of ordinary shares or ADRs of the Company.
EXTERNAL AUDIT
The external audit of the Company and of other companies in Delhaize Group is
conducted by Deloitte & Touche, Registered Auditors, represented by James
Fulton, until the general meeting of 2002. On the basis of the audit conducted
by the Statutory Auditor in accordance with the standards of the Belgian
Institut des Reviseurs d'Entreprises (Institute of Registered Auditors), the
Statutory Auditor certifies that the financial statements of the Company give a
true and fair view of the Company. The Board examines and discusses the detailed
annual report of the Statutory Auditor on both the consolidated accounts and the
accounts of the parent company in his presence.
In 2001, the fees for the annual statutory audit were EUR 0.11 million for the
audit of the parent company. Additional fees for a total amount of EUR 2.82
million have been paid to the statutory auditors, mainly in the context of the
audit of the U.S. GAAP reconciliation and the registration statement of the
Delhaize Group shares offered in the share exchange with Delhaize America.
84 | Delhaize Group Annual Report 2001
E-91
SHAREHOLDER INFORMATION
Delhaize Group shares trade on Euronext Brussels under the symbol DELB. American
Depository Receipts, each of them representing one Delhaize Group ordinary
share, are listed on the New York Stock Exchange under the symbol DEG.
Information on Delhaize Group's share price can be found on the websites of
Delhaize Group (www.delhaizegroup.com), Euronext Brussels (www.euronext.com) and
the New York Stock Exchange (www.nyse.com). Detailed information on trading
activity and share prices can also be found in the financial section of most
major newspapers.
One operating company of Delhaize Group is also listed: Alfa-Beta is listed on
the Athens Stock Exchange (www.ase.gr) under the symbol BASIK.
TYPE OF DELHAIZE GROUP SHARES
Delhaize shares are either bearer shares, in denominations of 1, 10, 25 and 100
shares, or registered shares. On request, a shareholder may convert bearer
shares into registered shares and vice versa. The ownership of registered
shares can be transferred by informing the Company and returning the certificate
of record in the shareholder register to the Company (to the attention of
Chantal Delaite, Delhaize Group, rue Osseghemstraat 53, 1080 Brussels).
EQUITY INDICES
On December 31, 2001, Delhaize Group's shares were included in the following
major stock indices: BEL20, Euronext 100, Dow Jones Stoxx 600, MSCI Europe and
FTSE Eurotop 300.
On March 2, 2002, the weight of Delhaize Group shares in the BEL20 index became
668 (6.7%) Delhaize Group shares instead of the former amount of 303 (3.0%).
Delhaize Group shares represent the fourth largest constituent in the index.
On December 28, 2001, the weight of Delhaize Group shares in the Euronext 100
index was 0.32%. Delhaize Group shares represent the 66th largest constituent in
the index.
SHARE PERFORMANCE IN 2001
At the end of 2001, a Delhaize Group share was worth EUR 58.45, which is 15.4%
higher then one year earlier (EUR 50.65). In the same period, the Euronext 100
index decreased 19.7%, the BEL20 index was down 8.0%, and the Belgian All Shares
(BAS) Return index lost 4.9%. The FTSE Eurotop 350 Food and Drug Retailers Index
decreased 8.5% in 2001.
In 2001, Delhaize Group shares traded on Euronext Brussels at an average price
of EUR 61.28 and an average trading daily volume of 205,037 shares. The share
reached its intra-day peak on June 25 (EUR 72.00) and had its highest closing
price on June 22 (EUR 71.75). On January 11, the share reflected its lowest
value (EUR 48.72) and had its lowest closing price (EUR 49.00).
Delhaize Group ADRs have been listed on the New York Stock Exchange since April
26, 2001. Between April 26, 2001 and December 31, 2001, the price of Delhaize
Group's ADRs increased from USD 50.60 to USD 51.00, an increase of 0.8%. In
2001, the average daily trading volume was 39,610 ADRs.
DIVIDEND
At the general meeting of shareholders on May 23, 2002, the Board of Directors
will propose to shareholders the approval of a gross dividend of EUR 1.44 per
share, before deduction of withholding tax of 25%, resulting in a net dividend
of EUR 1.08. This dividend represents an increase of 5.9% over the prior
dividend. The payout-ratio for 2001 amounts to 39.2%.
The dividend of EUR 1.08 will be payable against coupon no. 40 beginning on May
27, 2002. This payment will be made at the registered office of the Company
(rue Osseghemstraat 53, 1080 Brussels) as well as at the counters of the
following financial institutions:
- - Banque Artesia, boulevard du Roi Albert II 30-B2, 1000 Brussels
- - BBL, avenue Marnix 24, 1050 Brussels
- - Fortis Banque, rue Montagne du Parc 3, 1000 Brussels
- - KBC, avenue du Port 2, 1080 Brussels
- - Banque Degroof, rue de l'Industrie 44, 1040 Brussels
The payment of the dividend to the ADR holders will be made through The Bank of
New York.
FINANCIAL CALENDAR
Press release - 2002 first quarter results May 7, 2002(*)
Final date for depositing shares
for the general meeting of shareholders May 16, 2002
General meeting of shareholders May 23, 2002
Dividend becomes payable for the financial year 2001 May 27, 2002
Press release - 2002 second quarter results August 1, 2002(*)
Press release - 2002 third quarter results November 7, 2002(*)
(*) You are kindly invited to listen in to the webcast of the related conference
call. See www.delhaizegroup.com for further details.
INFORMATION FOR ADR HOLDERS
On April 26, 2001, the ADSs (American Depositary Shares), each representing one
ordinary share of Delhaize Group, began trading on the New York Stock Exchange
under the symbol DEG. ADSs are evidenced by American Depositary Receipts
(ADRs). The Delhaize Group ADR program is governed by a Deposit Agreement
binding upon Delhaize Group, The Bank of New York and the holders of ADRs. This
program is administrated by:
THE BANK OF NEW YORK
Investor Relations
P.O. Box 11258
Church Street Station
New York, N.Y. 10286-1258
U.S.A.
Toll free tel # for U.S. callers: 1-877-853-2191
85
E-92
Non-U.S. callers can call: 1-610-312-5315
e-mail: shareowner-scvs@bankofny.com
web sites: www.adrbny.com
www.stock.bankofny.com
For further information on ADRs, please see the ADR section on Delhaize Group's
website www.delhaizegroup.com.
The Bank of New York will put in place a Global BuyDIRECT Plan for Delhaize
Group, which is a direct purchase and sale plan for depositary receipts,
including a dividend reinvestment plan (DRIP). Shareholders will be invited to
participate in the corporation's automatic dividend reinvestment program,
which provides a convenient way to reinvest dividends and/or additional cash
amounts in Delhaize Group stock. Questions or correspondence about Global
BuyDIRECT should be addressed to:
THE BANK OF NEW YORK
Shareholder Relations
P.O. Box 11258
Church Street Station
New York, N.Y. 10286-1258
U.S.A.
Tel.: 1-888-BNY-ADRS
TAXATION OF DIVIDENDS OF DELHAIZE GROUP SHARES
It is assumed that, for the purpose of domestic Belgian tax legislation and the
U.S.-Belgian tax treaty, owners of Delhaize Group ADRs are treated the same as
owners of Delhaize Group shares and that the ADRs are treated as Delhaize Group
shares. However, it must be noted that this assumption has not been confirmed or
verified with the Belgian Tax Administration.
For Belgian income tax purposes, the gross amount of all distributions made by
Delhaize Group to its shareholders (other than repayment of paid-up capital in
accordance with Belgian Company Law) is generally taxed as dividends. All
dividends that are paid on the shares are subject to a 25% withholding tax.
For U.S. individuals and corporations not holding the shares through a permanent
establishment or a fixed base, withholding tax is retained also at the rate of
25% subject to the reductions or exemptions provided for by Belgian law or by
the U.S.-Belgian tax treaty. Such (reduced) withholding tax is normally the
final tax in Belgium.
To the extent that dividends paid by Delhaize Group to a U.S. holder of ADRs who
is not holding the shares through a permanent establishment or a fixed base,
and is entitled to claim benefits under the U.S.-Belgian tax treaty, are subject
to the Belgian withholding tax, this withholding tax is reduced to 15%. If
he/she holds at least 10% of the voting rights, a reduced withholding tax rate
of 5% is applicable.
Although there are exceptions, in general the full Belgian withholding tax
must be withheld by Delhaize Group or the paying agent (that is, if the amount
of withholding tax on the payment of the dividend is not reduced to reflect the
treaty rate), and the U.S. holder may make a claim for reimbursement for amounts
withheld in excess of the treaty rate. The reimbursement claim form (Form 276
Div.-Aut.) can be obtained from the Bureau Central de
Taxation/Bruxelles-Etranger, 10 place J. Jacobs, B-1000 Brussels, Belgium /
Centraal Taxatiekantoor/Brussel-Buitenland, 10 J. Jacobsplein, B-1000 Brussels,
Belgium. The form should be completed in duplicate and sent to the relevant
foreign tax department with the request that one copy be appropriately stamped
and returned to the sender. The U.S. holder can then obtain reimbursement from
the Bureau Central de Taxation/Centraal Taxatiekantoor, at the same address,
upon presentation of the stamped form and a document proving that the dividend
has been cashed. The request for reimbursement must be filed with the Bureau
Central de Taxation/Centraal Taxatiekantoor within three years from January 1 of
the year following the year in which the dividend was declared payable.
Prospective holders should consult their own tax advisors as to whether they
qualify for the reduced withholding tax upon payment of dividends, and as to the
procedural requirements for obtaining a reduced withholding tax upon the payment
of dividends or for making claims for reimbursement.
ANNUAL REPORT
This annual report is available in English, French and Dutch. It can also be
downloaded from Delhaize Group's website: www.delhaizegroup.com. A printed or
electronic version may be ordered via the same website or directly from the
Delhaize Group investor relations team (see contacts at the end of this
section).
Since Delhaize Group is subject to the reporting requirements of the U.S.
Securities and Exchange Commission (SEC) governing foreign companies listed in
the U.S., an annual report will be filed with the SEC as a 20F-document. This
document will be available from the SEC's EDGAR database at
www.sec.gov/edgarhp.htm.
GENERAL MEETING OF SHAREHOLDERS
The general meeting of shareholders will take place on Thursday, May 23, 2002 at
Delhaize Group's Brussels headquarters, rue Osseghemstraat 53, 1080 Brussels,
Belgium. Detailed information about the shareholders meeting is published in the
Belgian newspapers L'Echo and De Financieel-Economische Tijd, as well as in
the Belgian Official Gazette.
86 Delhaize Group Annual Report 2001
E-93
INFORMATION DELHAIZE GROUP SHARE (ADJUSTED)(1)
- -------------------------------------------------------------------------------------------------------------------------------
2001 2000 1999 1998 1997
- -------------------------------------------------------------------------------------------------------------------------------
SHARE PRICE (IN EUR)
Price: year-end 58.45 50.65 74.80 75.36 46.60
average 61.28 59.27 80.00 65.64 46.18
highest 72.00 76.50 91.70 84.28 52.06
lowest 48.72 48.05 64.90 46.60 35.20
Annual return Delhaize Group(2) +17.2% -31.3% +0.3% +63.6% +1.3%
Belgian All Shares Return index -4.9% -5.0% -7.2% +43.5% +36.2%
- -------------------------------------------------------------------------------------------------------------------------------
RATIOS
Return net dividend(3) 1.9% 2.0% 1.2% 1.1% 1.6%
Share price/shareholders' equity (after appropriation)(3) 1.3 1.9 3.6 4.3 2.9
/cash EPS(3) 13.7 14 22.3 25 19.3
/reported EPS(3) 31.1 16.4 22.9 26.2 19.7
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NUMBER OF SHARES
Annual volume of Delhaize Group shares traded
(in millions of EUR; Euronext Brussels) 3,198.6 1,520.6 1,930.4 1,688.2 1,048.6
Annual volume of Delhaize Group shares traded
(in millions of shares; Euronext Brussels) 51.9 26.4 24.6 25.9 22.8
Number of shares (in thousands; year-end) 92,393 52,032 52,017 51,963 51,717
Number of shares (in thousands; annual average) 79,494 52,023 51,983 51,824 51,717
Stock market capitalization (in millions of EUR; year-end) 5,400.4 2,635.4 3,890.0 3,915.9 2,410.2
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1996 1995 1994 1993 1992
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SHARE PRICE (IN EUR)
Price: year-end 46.73 30.39 31.98 33.07 31.93
average 38.80 30.76 33.17 31.06 41.10
highest 47.10 34.36 38.30 33.81 47.45
lowest 29.95 27.07 29.80 27.42 31.93
Annual return Delhaize Group(2) +57.0% -3.9% -1.7% +5.4% -21.0%
Belgian All Shares Return index +25.2% +15.9% -3.9% +35.5% +1.6%
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RATIOS
Return net dividend(3) 1.4% 2.0% 1.8% 1.5% 1.6%
Share price/shareholders' equity (after appropriation)(3) 3.4 2.6 2.8 2.9 3.0
/cash EPS(3) 21.7 16.3 16.2 25.4 17.0
/reported EPS(3) 22.3 16.7 16.5 68.2 10.3
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NUMBER OF SHARES
Annual volume of Delhaize Group shares traded
(in millions of EUR; Euronext Brussels) 892.4 493.3 533.0 686.7 666.8
Annual volume of Delhaize Group shares traded
(in millions of shares; Euronext Brussels) 23.6 15.9 15.8 22.2 16.2(4)
Number of shares (in thousands; year-end) 51,717 51,315 51,294 51,285 51,284
Number of shares (in thousands; annual average) 51,603 51,303 51,291 51,284 51,268
Stock market capitalization (in millions of EUR; year-end) 2,416.6 1,559.5 1,640.3 1,695.9 1,637.4
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(1) On June 4, 1992, the Delhaize Group share was split into 5 new shares.
(2) Capital gains recorded during the year, including net dividend and
reinvestment.
(3) Share price at year-end.
(4) The number of shares traded before the share split on June 4, 1992 was
adapted.
INVESTORS AND MEDIA
For all questions regarding Delhaize Group and its stock, please contact:
Guy Elewaut
Investor Relations Director
Tel.: +32 (0) 2 412 29 48
Fax: +32 (02) 412 29 76
E-mail: gelewaut@delhaizegroup.com
Delhaize Group
rue Osseghemstraat 53
1080 Brussels
Belgium
U.S. INVESTORS
Amy Shue
Investor Relations Manager
Tel.: +1 704 633 8250, ext. 2529
Fax: +1 704 636 5024
E-mail: aeshue@foodlion.com
P.O. Box 1330
Salisbury, NC 28145-1330
United States
Information regarding Delhaize Group (press releases, annual reports, share
price, frequently asked questions) can be found in three languages (English,
French and Dutch) on Delhaize Group's website www.delhaizegroup.com.
Questions can be sent to investor@delhaizegroup.com.
Geoffroy d'Oultremont
Investor Relations Manager
Tel.: +32 (0) 2 412 83 21
Fax: +32 (02) 412 29 76
E-mail: gdoultremont@delhaizegroup.com
U.S. MEDIA
Ruth Kinzey
Director of Corporate Communications Food Lion
Tel.: +1 704 633 8250, ext. 2118
Fax: +1 (704) 639 1353
E-mail: rekinzey@foodlion.com
87
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GLOSSARY
AFFILIATED STORE
An independent retailer to whom Delhaize Group sells its products at wholesale
prices and who benefits from the trade name and know-how of Delhaize Group.
AMERICAN DEPOSITORY RECEIPT (ADR)
American Depositary Receipt that represents ownership of the shares of a
non-U.S. corporation. The underlying shares are held by a U.S. bank as
depositary agent. The holder of an ADR benefits from dividend and voting rights
pertaining to the underlying share through the bank that issued the ADR.
Delhaize Group's ADRs are traded on the New York Stock Exchange.
CAPITAL LEASES
Financing leases which result in a transfer to the lessee of almost all the risk
and advantages inherent to the ownership of assets.
CASH EARNINGS
Reported earnings before goodwill amortization, store closing expenses in the
normal course of business and exceptional items, net of taxes and minority
interests.
CASH EARNINGS PER SHARE (CASH EPS)
Cash earnings divided by the weighted average number of shares in the
corresponding period.
COLLABORATIVE PLANNING, FORECASTING AND REPLENISHMENT (CPFR)
A collaborative Business to Business (B2B) process whereby a retailer and a
supplier cooperate to improve the quality of planning, forecasting and
replenishment with as result lower costs and increase in sales.
COMPARABLE-STORES-SALES
Sales from the same stores, including relocations and expansions.
CORPORATE STORE
A store operated directly by Delhaize Group.
DELHAIZE BELGIUM
In the consolidated financial statements, any reference to "Delhaize Belgium" is
a reference to the consolidation of Delhaize "Le Lion" S.A., Delimmo S.A.,
Delhaize The Lion Coordination Center S.A, Delhome S.A, Delanthuis S.A.,
Aniserco S.A. and Delshop S.A., and excludes the corporate expenses.
DELHAIZE GROUP
Etablissements Delhaize Freres et Cie "Le Lion" S.A., and except where the con-
text otherwise requires, each of its fully consolidated and associated
companies.
DIRECT GOODS
Goods sold to customers.
EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION AND AMORTIZATION (EBITDA)
See Operating cash flow
EARNINGS BEFORE INTEREST AND TAXES (EBIT)
See Operating profit
ELECTRONIC DATA INTERCHANGE (EDI)
Systems for computer-based exchange of information in an structured way with
suppliers, like invoices and orders.
EVERY DAY FAIR PRICE (EDFP)
Commercial policy aiming at offering the best products at a consistent fair
price.
EVERY DAY LOW PRICE (EDLP)
Commercial policy aiming at offering the best products at the lowest price.
FRANCHISED STORE
An independent retailer to whom Delhaize Group sells its products at a net price
(plus a yearly franchise fee) and who benefits from the trade name and know-how
of Delhaize Group.
FREE CASH FLOW
Cash flow before financing activities less dividends and directors' share of
profit, less dividends paid by subsidiaries to minority interests.
GROUP EQUITY
Shareholder's equity plus minority interests.
HACCP (HAZARD ANALYSIS OF CRITICAL CONTROL POINTS)
A systematic approach to the identification, evaluation and control of food
safety hazards.
INDIRECT GOODS
Goods necessary to operate the business, but which are not sold to customers,
such as office and store equipment.
INTEREST COVERAGE
1. Operating income (EBIT) divided by net interest expenses, which is interest
payable and similar charges less income from financial fixed assets and current
assets.
2. Operating cash flow (EBITDA) divided by net interest expenses, which is
interest payable and similar charges less income from financial fixed assets and
current assets.
INVENTORY TURNOVER
Inventories at year-end divided by Cost of goods sold, multiplied by 365
NATURAL FOOD
Food that has had a minimum (if any) processing or additives. While these
products can be organically grown, they may not be.
NET DEBT
Long-term financial liabilities, including current portion and capital leases,
plus short-term financial liabilities, minus short-term investments and cash and
bank.
NET DEBT-TO-EQUITY RATIO
Net debt divided by Group equity (after profit appropriation).
NET EARNINGS
Net profit after goodwill and exceptional items, net of minority interests.
NET EARNINGS PER SHARE (EPS)
Net earnings divided by the weighted average number of shares in the
corresponding period
OPERATING LEASES
Rents.
OPERATING CASH FLOW, CASH FLOW FROM OPERATIONS, EBITDA
Earnings before interest, taxes, depreciation, amortization, store closing
expenses in the normal course of business, exceptional items and minority
interests.
OPERATING CASH FLOW MARGIN
Cash flow from operations (EBITDA) divided by sales.
OPERATING PROFIT (EBIT)
Earnings before interest, taxes, exceptional items and minority interests.
OPERATING MARGIN
Operating profit (EBIT) divided by sales.
ORGANIC FOOD
Food that meets specific, governmental standards relative to the use of
pesticides, fertilizers or any other chemicals and the way natural resources
(animals, energy, water,...) are treated in the production process.
ORGANIC SALES GROWTH
Sales growth excluding sales from acquisitions, divestitures and currency
fluctuations.
OUTSTANDING SHARES
The number of shares issued by the Company, including the treasury shares.
PAY-OUT-RATIO
1. Gross dividend per share multiplied by the number of outstanding shares at
year-end, plus directors' share of profit, divided by cash earnings.
2. Gross dividend per share multiplied by the number of outstanding shares at
year-end, plus directors' share of profit, divided by reported earnings.
REPORTED EARNINGS
Net profit (Group share) after goodwill amortization and exceptional items.
RETURN ON EQUITY
1. Cash earnings divided by average shareholders' equity.
2. Net earnings divided by average shareholders' equity.
SELLING AREA
Net selling area, excluding storage area. Net selling area = approximately 84%
of gross selling area.
TRADE PAYABLE DAYS
Trade payables divided by (Cost of Goods sold plus Miscellaneous goods and
services), multiplied by 365
TREASURY SHARES
Shares repurchased by one of the Group's legal entities and that are not
cancelled as of year-end date. Treasury shares are included in the number of
shares outstanding but are not included in the calculation of the weighted
average number of shares for the purpose of calculating earnings per share.
WEIGHTED AVERAGE NUMBER OF SHARES
Weighted average number of shares is the number of shares outstanding at the
beginning of the period (less treasury shares), adjusted by the number of shares
cancelled, repurchased or issued during the period multiplied by a
time-weighting factor. The time-weighting factor is the number of days that
the specific shares are outstanding as a proportion of the total number of
days in the period.
WITHHOLDING TAX
Withholding by a corporation or financial institution of a certain percentage of
dividend payments due to tax legislation.
88 Delhaize Group Annual Report 2002
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COMPANY INFORMATION
DELHAIZE GROUP
Head and registered office:
rue Osseghemstraat 53
1080 Brussels
Belgium
Tel: +32 2 412 12 11
Fax: +32 2 412 21 94
http://www.delhaizegroup.com
Brussels Register of Commerce no. 8831
V.A.T.: BE 402.206.045
OPERATING COMPANIES
UNITED STATES
FOOD LION
P.O. Box 1330, 2110 Executive Drive
Salisbury NC 28145-1330
U.S.A.
Tel: +1 704 633 82 50
Fax: +1 704 636 49 40
www.foodlion.com
HANNAFORD
145 Pleasant Hill Road
Scarborough - ME 04074
U.S.A.
Tel: +1 207 883 2911
Fax: +1 207 883 7555
www.hannaford.com
KASH N' KARRY
6422 Harney Road
Tampa - FA33610
U.S.A.
Tel: +1 813 620 11 39
Fax: +1 813 626 95 50
www.kashnkarry.com
BELGIUM
DELHAIZE BELGIUM
Rue Osseghemstraat 53
1080 Brussels
Belgium
Tel: +32 2 412 21 11
Fax: +32 2 412 21 94
www.delhaize.be
CADDY-HOME
Bld de l'Humanite 219-221
1620 Drogenbos
Belgium
Tel: +32 2 378 22 96
Fax: +32 2 378 20 32
www.caddyhome.be
DI
Rue Osseghemstraat 53
1080 Brussels
Belgium
Tel: +32 2 412 21 11
Fax: +32 2 412 21 94
www.delhaize.be
TOM & CO
Rue Osseghemstraat 53
1080 Brussels
Belgium
Offices:
Bettegemlaan 3
1731 Zellik
Belgium
Tel: +32 2 412 25 57
Fax: +32 2 412 25 99
www.delhaize.be
REST OF EUROPE
ALFA-BETAVASSILOPOULOS
81, Spata Ave., Gerakas
Athens
Greece
Tel: +30 10 661 25 01
Fax: +30 10 661 26 75
www.ab.gr
DELVITA
Za Panskou zahradou 1018
252 19 Rudna
Czech Republic
Tel: +420 311 609 111
Fax: +420 311 679 465
www.delvita.cz
MEGA IMAGE
Soseaua Viitorului 182, Bloc 49,
Scara 2 Etaj 8, Apartment 71, Sector 2
Bucuresti
Romania
Tel: +40 1 210 4007
Fax: +40 1 210 4163
ASIA
FOOD LION THAILAND
2nd Floor Food Lion Supermarket
55/5 Moo 1 Srinakarin Road
Nongborn, Pravate
Bangkok 10260
Thailand
Tel: +66 2 721 55 80
Fax: +66 2 721 34 20
SUPER INDO
JL Ancol I nr. 9-10
Ancol Barat
Jakarta 14430
Indonesia
Tel: +62 21 690 58 76
Fax: +62 21 690 58 77
SHOP N SAVE
No 48 Geylang Lorong 21
04-01 Thai Thong Hung Building
Singapore 388464
Tel: +65 67 46 91 88
Fax: +65 68 42 74 88
www.shopnsave.com.sg
CREDITS
Design & production: www.concerto.be
Photos: Jacky Delorme, Nicolas van Haaren, Dustin Peck (US), photodisc, FPX.
Rewriting: Corporate Report (U.S.)
Printing in Belgium by Dereume Printing
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[MAP]
www.delhaizegroup.com
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