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ANNUAL REPORT
2014

Table of contents

  • Page 1
    ANNUAL REPORT 2014

  • Page 2
    DELHAIZE GROUP(1) A LEADING FOOD RETAILER Delhaize Group has leading positions in food retailing in key markets. Our operating companies have acquired these positions through distinct go-to-market strategies. The Group is committed to offer its customers a locally differentiated shopping experience...

  • Page 3
    ... the Chairman of the Board of Directors and the Chief Executive Officer 08 Strategy 08 Retail Context and 2015 priorities 10 Strategic Framework 11 Our Purpose 12 Keeping our promises 14 Customers 18 Associates 21 Our Values 22 Communities 26 Shareholders 28 Shareholder Information 32 32 34 37...

  • Page 4
    OVERVIEW KEY FIGURES (1) â,¬ 757 M free cash flow REVENUES 23% Belgium 3 402 stores UNDERLYING OPERATING PROFIT (IN MILLIONS OF â,¬) 845 789 762 14% SEE 63% United States 12 13 14 NUMBER OF ASSOCIATES 6 419 Indonesia 30 602 SEE 96 676 United States 16 271 Belgium 149 968 associates

  • Page 5
    ... Annual Report 2014 • 3 ($ in millions except per share amounts)(5) 2014 RESULTS Revenues Underlying operating profit(2) Operating profit Net profit from continuing operations Net profit (Group share) Free cash ï¬,ow(2) FINANCIAL POSITION Total assets Total equity Net debt(2) Enterprise value...

  • Page 6
    OVERVIEW WORKING TOGETHER TO BE PREFERRED BY OUR CUSTOMERS INTERVIEW WITH THE CHAIRMAN OF THE BOARD OF DIRECTORS AND THE CHIEF EXECUTIVE OFFICER In 2014 we introduced our new Strategic Framework. As a result, we are simpler, more transparent, and focused on providing a great, local shopping ...

  • Page 7
    Delhaize Group Annual Report 2014 • 5 communities, and shareholders - and we use our new strategy to deliver value to each in a profitable, respectful and sustainable way. FM Our Promise to our customers is to provide a great local shopping experience, in stores and online. With the customer as ...

  • Page 8
    ... at Delhaize America. At Food Lion, the team continues to build momentum with its "Easy, Fresh & Affordable" strategy. Food Lion's comparable store sales growth is among the best it has delivered during the past decade and that performance is providing optimism as we look ahead. At Hannaford, the...

  • Page 9
    ... at a reasonable price. Following the streamlining of our portfolio in 2013 and 2014, we aim in 2015 to support growth opportunities at all our banners. At Food Lion, we will further refine and deploy our Easy, Fresh & Affordable strategy in 160 additional stores, and at Hannaford, we have the...

  • Page 10
    STRATEGY RETAIL CONTEXT AND 2015 PRIORITIES In 2014 we reformulated our strategy (see page 10) to face a retail marketplace that today is more competitive than ever. We see three main external competitive trends that impact and shape the food retail industry today. These trends and our response are...

  • Page 11
    ...Align our information technology (IT) and business priorities Concretely, in the U.S., we will be further focusing and careful rolling out the Food Lion "Easy, Fresh & Affordable...You Can Count on Food Lion Every Day!" commercial strategy. We will also continue to accelerate growth at Hannaford. In...

  • Page 12
    ... a great local shopping experience, in stores and on-line. ASSOCIATES trust us to be a rewarding employer. COMMUNITIES trust us to be responsible neighbors. SHAREHOLDERS trust us for value creation. OUR PURPOSE TO OPERATE OUR CUSTOMERS' PREFERRED LOCAL SUPERMARKETS AND WORK TOGETHER TO SUPPORT...

  • Page 13
    ...and affordable. We deliver on our core business, that of selling groceries, by pursuing profitable sales growth and allocating human, financial, and natural resources effectively to improve our cost position. Our SUPERMARKETS : • Focus on selling a wide range of food products. • Stock excellent...

  • Page 14
    ..., and affordable foods. We operate friendly, neighborhood supermarkets in diverse local markets, living shared values, enriching thriving communities, and growing profitably as a Group. We skillfully balance the needs of our customers, associates, communities and shareholders in a respectful...

  • Page 15
    ... that delivers value for them, meets their grocery needs, and delights them with innovations in taste and convenience. Customers prefer us because we consistently deliver well-stocked stores that are conveniently located. We offer food that is fresh, nutritious and affordable. We employ friendly...

  • Page 16
    ... our customers with a delightful shopping experience. Our stores are conveniently located. Shopping is efficient and technology is used to make shopping easier, not only at the point of sale but also to ensure that stores are well-stocked with both high-quality good-value food and non-food products...

  • Page 17
    Delhaize Group Annual Report 2014 • 15 In Serbia in 2014 we increased our offer of private label products to our customers. • The fresh strategy has contributed to Alfa Beta's overall positive sales growth and market share gain. Together, Mega Image's "Wine Gallery" and a new on-line wine ...

  • Page 18
    ... more fruit, vegetables, dairy and meat products into stores from local, sustainably managed farms. New customer portals launched in Greece and Romania The new portal for Alfa Beta Plus card holders launched online allows AB Plus card holders to link their card to an account and have access...

  • Page 19
    ... business remains profitable while we provide the best in fresh to our customers. In 2014, Delhaize Belgium and Luxembourg launched the new commercial strategy "Buy well/Eat well". Discover more on http://fr.delhaize.be/action/ bien-acheter-bien-manger Food Lion's "Easy, Fresh & Affordable...You...

  • Page 20
    ... TO BE A REWARDING EMPLOYER Our stores employ diverse associates; we pay our associates a fair wage and we provide an environment that is much more than just about money. 3 402 stores (1) countries 7 149 968 associates (1) We have 149 968 associates across Delhaize Group companies. We provide...

  • Page 21
    ... making it easy, doing their part, and caring. Our stores welcome diverse customers and associates; we work hard to ensure our associate diversity reflects our local communities. (1) Does not include 66 Bottom Dollar Food Stores and related 2 040 associates. In November 2014, Delhaize Group signed...

  • Page 22
    ...party about key aspects of their work, such as daily responsibilities, company leadership, feedback on performance, and recognition of achievements. While associates were not surveyed in all locations in 2014, a plan is in place to survey associates in all locations in 2015. The AES findings help us...

  • Page 23
    Delhaize Group Annual Report 2014 • 21 OUR VALUES Our Values represent "who" we are and want to be - for our customers and for each other. DETERMINATION When we talk about determination, we are talking about a commitment to perform, even if barriers stand in our way. We know we can count on each...

  • Page 24
    ... OF CAPEX (IN MILLIONS OF â,¬) 565 606 3 402 (1) We serve the communities where we operate stores by striving to provide products and services that are clearly linked to their local communities. Our stores employ local people and also support their local neighborhoods to be healthier, greener and...

  • Page 25
    ... free products, this included the introduction of new wines specially selected by Alfa Beta wine experts and offered exclusively in Alfa Beta stores. (1) Does not include 66 Bottom Dollar Food Stores. In November 2014, Delhaize Group signed an agreement to sell its Bottom Dollar Food Store locations...

  • Page 26
    ... to make a natural fertilizer on site from leftover fruit and vegetables. Forty-six stores across the country now have their own composting facility to reduce and recycle food waste. No chemicals are used in the process and customers can take home the natural fertilizer free of cost to use in...

  • Page 27
    ...'s Place product range Proposed by members of Delhaize America's "Our Brands" team this project aims to identify consumer needs, purchasing habits and concerns about sustainable grocery products. In 2014, Delhaize America's "Our Brands" department ran a survey with different groups of customers...

  • Page 28
    STRATEGY SHAREHOLDERS TRUST US FOR VALUE CREATION We pursue profitable sales growth and allocate human, financial, and natural resources effectively to improve our cost position. REVENUES (IN BILLIONS OF â,¬) (1) 20.5 20.6 21.4 We meet this Promise by delivering on commitments to our ...

  • Page 29
    ...across the business. Our investors will benefit as being a sustainable retailer positions us for stronger future business performance. DRIVE PROFITABLE GROWTH TODAY AND BEYOND Opening a new distribution center in Serbia Our new distribution center (DC) in Serbia, which opened in November 2014, will...

  • Page 30
    ...on the websites of Delhaize Group (www.delhaizegroup.com), NYSE 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 many newspapers. Share Performance in 2014 On...

  • Page 31
    ... 3, 2015 (closing of the market) and the payment date is June 4, 2015. The payment will be made at the registered office of the Company (rue Osseghem / Osseghemstraat 53, 1080 Brussels, Belgium) as well as through all Belgian financial institutions. For shares held through a share account, the bank...

  • Page 32
    STRATEGY gross dividend for 2014 â,¬ 1.60 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 on Form 20-F. The Form 20-F will be available from the ...

  • Page 33
    ...divided by share price at year-end. (3) Calculated using the total number of shares issued at year-end. (4) Excluding ADRs traded on the New York Stock Exchange. (5) Enterprise value = market capitalization + net debt. 6) Not adjusted for the reclassification of the banner Bottom Dollar Food and our...

  • Page 34
    ... gas prices and a strengthening real estate market. Increased competition from discounters means that it will be increasingly important to focus on long-term differentiation at both Food Lion and Hannaford. • Food Lion's new strategy: "Easy, Fresh & Affordable...You Can Count on Food Lion Every...

  • Page 35
    ... "Buy well, Eat well" campaign, Delhaize remodeled and re-opened four next generation stores • Revenue growth in Greece despite a retail sector that continued to be under pressure • In Romania, revenue growth was largely driven by continuing store expansion and positive comparable store sales...

  • Page 36
    PERFORMANCE FINANCIAL REVIEW Income statement In 2014, Delhaize Group realized revenues of â,¬21.4 billion. This represents an increase of 3.7% and 3.9% at actual and at identical exchange rates, respectively. Excluding the 53rd week in the U.S., revenues were â,¬21.1 billion and increased by 2.5% ...

  • Page 37
    ... at Bottom Dollar Food and in Bulgaria and Bosnia & Herzegovina. BASIC NET PROFIT PER SHARE(1) (IN â,¬) 1.04 1.77 0.88 Underlying operating profit Underlying operating profit decreased by 3.4% to â,¬762 million (-3.3% at identical exchange rates). Underlying operating margin was 3.6% of revenues...

  • Page 38
    ... measures to net profit or other financial measures determined in accordance with IFRS. These measures as reported by Delhaize Group might differ from similarly titled measures by other companies. We believe that these measures are important indicators for our business and are widely used by...

  • Page 39
    ... out its "Easy, Fresh & Affordable...You Can Count on Food Lion Everyday!" strategy. As part of the new strategy, the company focused on enhancing (1) Does not include 66 Bottom Dollar Food stores and 2 040 related associates. In November 2014, Delhaize Group signed an agreement to sell its Bottom...

  • Page 40
    ... price investments, as well as continued emphasis on supply chain efficiency and controlling costs across the banner. As a result, all markets continued to see year-overyear growth. 63% Food Lion 2014 was a transformational year for Food Lion. The banner announced its new strategy: "Easy, Fresh...

  • Page 41
    Delhaize Group Annual Report 2014 • 39 In 2014, all Food Lion associates received "Count on Me" customer-centric training. Hannaford In 2014, Hannaford continued to drive home the stores' advantage in fresh through new product offerings, creative displays and attention to quality. Hannaford also...

  • Page 42
    ...meat, and more gluten-free and sugar-free products. Delhaize Belgium will focus on increasing the number of customers and transactions in 2015 in line with its commercial strategy which is linked to providing our customers fresh products, a wide assortment, an easy shopping experience and good value...

  • Page 43
    ... hours. 880 stores net new stores Everything for your pet stores Tom & Co Tom & Co is the leading pet food chain in Belgium. The 143 stores sell pet food, pet care products and services, and accessories for pets. +28 USING INNOVATION TO PROVIDE CUSTOMERS THE BEST SHOPPING EXPERIENCE Delhaize...

  • Page 44
    ... (1) In 2014, Delhaize Group generated 14% of its revenues in Southeastern Europe, where it operates a wide variety of company-operated and affiliated store formats. At the end of 2014, Delhaize Group operated 1 105 stores in Greece, Serbia and Romania, a net increase of 147 stores compared to 2013...

  • Page 45
    ... now the leading food retailer in Bucharest. With competition expanding fast and new competitors entering the market, Mega Image aims to defend its market position with continued profitable store expansion and a further improved customer proposition. Performance For the full year 2014, revenues in...

  • Page 46
    ... prices, coupled with variety and a strong fresh offering. In 2014, Mega Image focused on reinforcing its leadership position in Bucharest, by continuing its aggressive expansion plan with Shop&Go and Mega Image. In 2014, Mega Image opened a net of 114 new stores, including 19 Angst stores...

  • Page 47
    Delhaize Group Annual Report 2014 • 45 Image supermarkets or Shop&Go convenience stores. At the end of the year there were 410 stores in Romania, up from 296 in 2013. Delhaize Serbia Operating 387 stores, of which 170 are Maxi supermarkets, Delhaize Group is the leading food retailer in Serbia. ...

  • Page 48
    ... President, U.S. Retail & Chief Human Resources Officer Best Buy Co., Inc. • Bachelors Degree in Social Work from the University of Flint - Michigan, USA 1 4. PIERRE-OLIVIER BECKERS-VIEUJANT (1960) • Director since 1995 • President and CEO of Delhaize Group from 1999 - 2013 • Board member...

  • Page 49
    ... Inc. • Member of CVC Capital Board of Advisors • Former President and CEO of Revlon • Former President and COO of The Coca-Cola Company • Former CFO of The Coca-Cola Company • Former Group President of Coca-Cola North America 8 9 10 Delhaize Group is saddened to announce the death of...

  • Page 50
    GOVERNANCE EXECUTIVE COMMITTEE (AS OF DECEMBER 31, 2014) 12. FRANS MULLER (1961) • President and CEO of Delhaize Group • Board member of the Food Marketing Institute • Board member of the Consumer Goods Forum • Master of Business Economics from Erasmus University, Rotterdam, The Netherlands...

  • Page 51
    ... continued loyalty of customers and the communities where it operates. & Finance Committee must be competent in accounting and audit matters. With respect to the Remuneration Committee, the Companies Code requires that members have remuneration expertise. In 2014, the Board considered its director...

  • Page 52
    ... Company's enterprise risk management report; • Succession planning for the role of CEO and other members of Executive Committee; • Review of the Company's financial performance compared to the approved 2014 budget, and review of the 2015 annual budget and the three-year financial plan (approved...

  • Page 53
    ..., 2015. Ms. Leroy has been Chief Executive Officer of Belgacom SA and member of the Board of Directors of Belgacom SA since January 2014. She began working at Belgacom as Vice President Sales for the Consumer division in October 2011. In June, 2012, Ms. Dominique Leroy held the position of Executive...

  • Page 54
    ..., and awards thereunder, and profit-sharing plans for the Company's associates; (iii) evaluate the performance of the Executive Management; and (iv) advise the Board on other compensation issues. In 2014, the Remuneration Committee was composed solely of independent directors, who are qualified to...

  • Page 55
    ... services Subtotal f, g, h Total (1) Includes fees for limited reviews of quarterly and half-yearly financial information. Certification of Accounts 2014 In 2015, the Statutory Auditor has certified that the statutory annual accounts and the consolidated annual accounts of the Company, prepared...

  • Page 56
    ..., LLC, Delhaize Griffin SA, Delhaize The Lion Coordination Trading Policy. The Company has also established regular periods during each calendar year prior to and immediately following the release of the Company's financial information, during which directors and certain members of management are...

  • Page 57
    ... financial reporting as of December 31, 2014. positions in food retailing through a distinct go-to-market strategy, benefiting from support functions at the global or regional level, whichever makes the most sense in terms of efficiency. Delhaize Group also has implemented policies and procedures...

  • Page 58
    ... Financial Officer of the Company. The Audit & Finance Committee reviews Internal Audit's risk assessment and audit plan, and regularly receives internal audit reports for review and discussion. The internal audit department identifies internal control deficiencies, communicates timely to management...

  • Page 59
    Delhaize Group Annual Report 2014 • 57 â,¬5.1 million on the dates and pursuant to the terms decided by the Board of Directors for a period of five years as from June 21, 2012. The Board of Directors has been authorized by the Company's shareholders to acquire up to 10% of the outstanding shares ...

  • Page 60
    ... companies. As stated in its Remuneration Policy, the Board of Directors has established financial targets for Company performance and individual targets aligned with the Company's strategy. Both the structure and the amount of compensation paid to Executive Management are reviewed on an annual...

  • Page 61
    ...Executive Compensation Decisions The Company's CEO makes recommendations concerning compensation for Executive Management. These recommendations reflect the results of an annual performance review for each executive. The Company's Executive Vice President for Human Resources ("CHRO") assists the CEO...

  • Page 62
    ... the use of company-provided transportation, employee and dependent life insurance, welfare benefits, cash payments in connection with stock option grants (for members of Executive Management residing in Belgium) and an allowance for financial planning (for U.S. members of Executive Management). The...

  • Page 63
    ... appointed as Delhaize Group's Chief Human Resources Officer (CHRO), effective May 1, 2014. Maura Smith, Executive Vice President, General Counsel and General Secretary for Delhaize Group, has left the company effective November 1, 2014. Dirk Van den Berghe, CEO of Delhaize Belgium and Luxembourg...

  • Page 64
    ... appointed to the Executive Committee, as the new Executive Vice President and Chief Executive Officer of Delhaize America. His employment agreement provides for a payment of up to 16 months of total cash compensation and benefits, in the event the Company terminates his employment agreement without...

  • Page 65
    ... service as Director of the Company. For some non-Belgian Board members, the Company pays a portion of the cost of preparing the Belgian and U.S. tax returns for such directors. Delhaize Group has not extended credit, arranged for the extension of credit or renewed an extension of credit in the form...

  • Page 66
    ... risks facing Delhaize Group include a reduction in consumer spending, cost inflation or retail price deflation, and possible consequences of public spending cuts in Europe. General economic conditions such as unemployment rates, business conditions, interest rates, energy and fuel costs and tax...

  • Page 67
    ... by the announcement of the Transformation Plan in June 2014. Risk Related to Competitive Activity The food retail industry is competitive and characterized by narrow profit margins. Delhaize Group faces heavy competition from traditional supermarkets as well as hypermarkets, club stores, and other...

  • Page 68
    ... movements, (iii) the credit quality of its financial counterparties, and (iv) the funding of its pension plans. In order to cover identified and quantified market risks, Delhaize Group uses from time to time derivative financial instruments such as foreign exchange forward contracts, interest...

  • Page 69
    .../U.S. dollar exchange rate during 2014 using a 95% confidence interval), the Group's net profit (all other variables held constant) would have been â,¬5 million higher/lower (2013 and 2012: also â,¬4 million higher/lower with a rate shift of 14% and 17%, respectively). Currency Risk Delhaize Group...

  • Page 70
    ... as age, years of service, compensation and/or guaranteed returns on contributions. Delhaize Group operates defined benefit plans at several of its companies and approximately 24% of Delhaize Group's associates were covered by defined benefit plans at the end of 2014. If, at the balance sheet date...

  • Page 71
    ... affect Delhaize Group's financial statements. For more information on tax audits in jurisdictions where we conduct business, see Note 34 "Contingencies" in the Financial Statements. Product Liability Risk The packaging, marketing, distribution and sale of food products entail an inherent risk of...

  • Page 72
    FINANCIAL STATEMENTS

  • Page 73
    ... 21. Employee Benefits 22. Income Taxes 23. Accrued Expenses 24. Expenses from Continuing Operations by Nature 25. Cost of Sales 26. Employee Benefit Expenses 27. Other Operating Income 28. Other Operating Expenses 29. Financial Result 30. Net Foreign Exchange Losses (Gains) 31. Earnings Per Share...

  • Page 74
    ... DELHAIZE GROUP FINANCIAL STATEMENTS 2014 Consolidated Balance Sheet Assets (in millions of â,¬) Note 6 7 8 9 36.2 11 12 22 10.2, 19 2014 3 147 763 4 015 84 30 8 21 46 9 49 8 172 1 399 623 3 149 18 2 72 29 1 600 3 895 60 3 955 12 127 2013 2 959 732 3 973 100 24 8 21 71 1 41 7 930 1 353 618 4 126...

  • Page 75
    ... portion Obligations under finance leases Derivative instruments Provisions Bank overdrafts Income taxes payable Accounts payable Accrued expenses Other current liabilities Liabilities associated with assets held for sale Total current liabilities Total liabilities Total liabilities and equity...

  • Page 76
    ... (2) 105 Revenues Cost of sales Gross profit Gross margin Other operating income Selling, general and administrative expenses Other operating expenses Operating profit Operating margin Finance costs Income from investments Share of results of joint venture equity accounted Profit before taxes and...

  • Page 77
    ... adjustment to net profit Tax (expense) benefit Unrealized gain (loss) on financial assets available for sale, net of tax Exchange gain (loss) on translation of foreign operations Reclassification adjustment to net profit Exchange gain (loss) on translation of foreign operations Total items that...

  • Page 78
    ... 29 308 - Treasury shares sold upon exercise of employee stock options - - - - - - FINANCIAL STATEMENTS - - Tax payment for restricted stock units vested Share-based compensation expense Dividend declared Purchase of non-controlling interests Balances at Dec. 31, 2012 - - 101 921 498...

  • Page 79
    ... 6 (1) 12 (158) 5 453 Excess tax benefit (deficiency) on employee stock options and restricted stock units Tax payment for restricted stock units vested Share-based compensation expense Dividend declared Balances at Dec. 31, 2014 - - Delhaize Group Annual Report 2014 • 77 - 102 819 053 - 51

  • Page 80
    ... losses Allowance for losses on accounts receivable Share-based compensation Income taxes Finance costs Income from investments Other non-cash items Changes in operating assets and liabilities: Inventories Receivables Prepaid expenses and other assets Accounts payable Accrued expenses and other...

  • Page 81
    ... shares listed on NYSE Euronext Brussels and on the New York Stock Exchange ("NYSE"), under the symbols "DELB" and "DEG", respectively. The consolidated financial statements for the year ended December 31, 2014, as presented in this annual report, were prepared under the responsibility of the Board...

  • Page 82
    ... rise to pay a levy and when a liability should be recognized, i.e. at after which point of time the Group can no longer avoid the outflow of economic benefit by its own actions. IFRIC 21 had no impact on the 2014 full year financial statements. 2.3 Summary of Significant Accounting Policies The...

  • Page 83
    ... or joint control ("associates"). Business Combinations and Goodwill Business combinations are accounted for using the acquisition method. Under this method, the cost of an acquisition is measured as the aggregate of the consideration transferred, measured at acquisition date fair value, and the...

  • Page 84
    ... statements are translated at the average daily exchange rate (i.e., the yearly average of exchange rates on each working day). The differences arising from the use of the average daily exchange rate for the income statement and the closing exchange rate for the balance sheet are recorded in the...

  • Page 85
    Delhaize Group Annual Report 2014 • 83 DELHAIZE GROUP FINANCIAL STATEMENTS 2014 // 81 None of the Group entities has the currency of a hyper-inflationary economy nor does Delhaize Group currently hedge net investments in foreign operations. Closing Rate (in â,¬) Average Daily Rate 2012 0.757920...

  • Page 86
    ...measure investment property at cost less accumulated depreciation and accumulated impairment losses, if any (i.e., applying the same accounting policies (including useful lives) as for property, plant and equipment). The fair values, which reflect the market conditions at the balance sheet date, are...

  • Page 87
    ... to known amounts of cash and which are subject to an insignificant risk of changes in value. Negative cash balances are reclassified on the balance sheet to "Bank overdrafts". Impairment of Non-Financial Assets At each reporting date, the Group assesses whether there is an indication that a non...

  • Page 88
    ...net of any fees received and discounted using the original effective interest rate, is at least 10 percent different from the discounted present value of the remaining cash flows of the original financial liability. If the exchange or modification is not accounted for as an extinguishment, any costs...

  • Page 89
    ...Group Annual Report 2014 • 87 DELHAIZE GROUP FINANCIAL STATEMENTS 2014 // 85 ï,· Economic hedges: Delhaize Group does not hold or issue derivatives for speculation/trading purposes. The Group uses derivative financial instruments - such as foreign exchange forward contracts, interest rate swaps...

  • Page 90
    .... Provisions are measured at balance sheet date at management's best esti mate of the expenditures expected to be required to settle the obligation, discounted using a pre-tax discount rate that reflects the current market assessments of the time value of money and the risk specific to the liability...

  • Page 91
    ... an employee will receive upon retirement, usually dependent on one or more factors such as age, years of service and compensation. The Group's net obligation recognized in the balance sheet for defined benefit plans is the present value of the defined benefit obligation at the balance sheet date...

  • Page 92
    ... stated above, sales are recorded net of sales taxes, value-added taxes and discounts and incentives. These include discounts from regular retail prices for specific items and "buy -one, get-one-free"-type incentives that are offered to retail customers through the Group's customer loyalty programs...

  • Page 93
    ... Annual Report 2014 • 91 DELHAIZE GROUP FINANCIAL STATEMENTS 2014 // 89 The Group generates limited revenues from franchise fees, which are recognized in net sales when the services are provided or franchise rights used. For certain products or services, such as the sale of lottery tickets...

  • Page 94
    ... using the projected unit credit method. For contributions that are dependent on the number of years of service, the entity should attribute the contributions to the employees' periods of service. The Group expects that the new guidance will have little or no impact on its consolidated financial...

  • Page 95
    ... for sale investments. Delhaize Group exclusively uses derivative financial instruments to hedge certain risk exposures. The risks to which the Group is exposed are evaluated by Delhaize Group's management and Board of Directors and discussed in the section "Risk Factors" in this annual report.

  • Page 96
    ... of the Group's business, based on the location of customers and stores, which matches the way Delhaize Group manages its operations. The Executive Committee internally reviews the performance of Delhaize Group's segments against a number of measu res, of which "underlying operating profit" (UOP...

  • Page 97
    Delhaize Group Annual Report 2014 • 95 DELHAIZE GROUP FINANCIAL STATEMENTS 2014 // 93 Year ended December 31, 2014 (in millions of â,¬) United States 13 360 (9 898) 3 462 25.9% 58 (2 970) (17) 533 4.0% 8 - (2) 3 - 542 4.1% Belgium (2) 4 919 (3 985) 934 19.0% 43 (864) (152) (39) (0.8%) 2 137 - ...

  • Page 98
    ... 23.5% 18 (560) (113) 9 0.3% 111 1 - - 121 4.3% Corporate - - - N/A - (41) (1) (42) N/A - - - 1 (41) N/A Total 20 514 (15 486) 5 028 24.5% 114 (4 292) (276) 574 2.8% 135 112 11 13 845 4.1% Revenues Cost of sales Gross profit Gross margin Other operating income Selling, general and administrative...

  • Page 99
    ... in the second part of 2014, but has not been open for tendering at year-end. Delhaize Group will consider its participation in the process in due time. Consequently, Delhaize Group continues to own 75.5% of C-Market. Acquisitions during 2012 In 2012, the minority shareholder of Ela d.o.o. Kotor...

  • Page 100
    ... Sale Disposal of Bottom Dollar Food In 2014, Delhaize Group signed an agreement with ALDI Inc. to sell its 66 Bottom Dollar Food locations for approximately $15 million (â,¬12 million). The estimated fair value of the disposal group has been classified as a Level 1 fair value, being the exit price...

  • Page 101
    ...less costs to sell. In 2013, Delhaize Group recognized i n "Other operating expenses" Sweetbay store closing charges of â,¬46 million, onerous lease contract charges, severance costs and impairment losses related to headquarter and distribution centers that were impacted by the planned sale to Bi-Lo...

  • Page 102
    ...on past performance and experience of growth rates and operating margins achievable in the relevant market and in line with market data, where possible. Beyond five years, perpetual growth rates are used which do not exceed the long-term average growth rate for the supermarket retail business in the...

  • Page 103
    ...overall consistency. United States The recoverable amount of Hannaford is determined based on VIU. In 2014, the recoverable amount of Food Lion was determined based on FVLCTS and VIU estimates. The FVLCTS estimate takes into account the new strategy centered around Easy, Fresh and Affordable, which...

  • Page 104
    ... Rate 2014: Serbia 2013: Serbia 2012: Serbia Bosnia & Herzegovina Bulgaria Montenegro Total 3.0% 2.8% 3.7% 2.7% 2.3% 3.4% Pre-tax Discount Rate 15.1% 15.1% 14.6% 10.7% 16.1% 14.1% For the annual goodwill impairment testing of Delhaize Serbia, Delhaize Group applied a 3.2% perpetual growth rate...

  • Page 105
    Delhaize Group Annual Report 2014 • 103 DELHAIZE GROUP FINANCIAL STATEMENTS 2014 // 101 7. Intangible Assets Intangible assets consist primarily of trade names, customer relationships, purchased and internally developed software, favorable lease rights, prescription files and other licenses. ...

  • Page 106
    ... 31, 2012 Net carrying amount at December 31, 2012 Trade name assets are allocated to the following cash generating units: December 31, (in millions of â,¬) 2014 208 178 386 70 - 70 456 2013 184 156 340 84 10 94 434 2012 196 163 359 151 14 165 524 Food Lion Hannaford Delhaize America Serbia...

  • Page 107
    ...) (3) 342 Total Property, Plant and Equipment 9 000 498 (376) 5 (34) (260) (476) 8 357 (4 557) (129) (508) (17) 353 23 152 299 (4 314) (70) 3 973 Cost at January 1, 2013 Additions Sales and disposals Acquisitions through business combinations Transfers (to) from other accounts Currency translation...

  • Page 108
    ... 4 314 United States Belgium Southeastern Europe Corporate Total property, plant and equipment Depreciation expense is included in the following line items of the income statement: (in millions of â,¬) 2014 60 424 16 500 2013 56 415 37 508 2012 57 446 64 567 Cost of sales Selling, general and...

  • Page 109
    Delhaize Group Annual Report 2014 • 107 DELHAIZE GROUP FINANCIAL STATEMENTS 2014 // 105 Closed stores are reviewed for impairment on a fair value less costs to sell basis (Level 3), based on actual results of the past and using observable market data, where possible. Management believes that the...

  • Page 110
    ... review and (ii) assets held for sale in Serbia (â,¬7 million). Due to a weakening real estate market and the deteriorating state of the property for sale, making a sale within the foreseeable future unlikely, certain properties were reclassified into investment property. At December 31, 2014, 2013...

  • Page 111
    ... and cash equivalents Total financial assets December 31, 2013 Financial assets measured at amortized cost Financial assets measured at fair value Derivatives through profit or loss - - 1 - - - 40 - 41 Derivatives through equity Available for sale through equity 8 - - - 126 - - - 134 (in millions...

  • Page 112
    ...Available for sale - through equity Derivatives - through profit or loss Derivatives - through equity Total financial assets measured at fair value December 31, 2013 (in millions of â,¬) Note 11 19 19 11 19 19 Level 1 8 - - 126 - - 134 Level 2 - 1 - - 40 - 41 Level 3 Total 8 1 - 126 40 - 175...

  • Page 113
    ... equity Current Available for sale - through equity Derivatives - through profit or loss Derivatives - through equity Total financial assets measured at fair value No transfers between the different fair value hierarchy levels took place in 2014, 2013 and 2012. Financial Liabilities by Class and...

  • Page 114
    ... Obligations under finance leases Derivative instruments Accounts payable Total financial liabilities Financial Liabilities measured at fair value by Fair Value Hierarchy December 31, 2014 (in millions of â,¬) Note 19 19 19 19 Level 1 - - - - - Level 2 26 - - - 26 Level 3 - - - - - Total 26...

  • Page 115
    ... Group Annual Report 2014 • 113 DELHAIZE GROUP FINANCIAL STATEMENTS 2014 // 111 Valuation techniques The available for sale - through equity instruments are mainly categorized as Level 1, when the fair value of these instruments is determined based on their quoted prices in active markets. When...

  • Page 116
    ... Current Accounts payable Bank overdrafts Total 26 542 298 866 - 52 298 350 26 490 - 516 5 - - 5 - - - - 21 490 - 511 (in millions of â,¬) Gross amounts in the balance sheet 1 40 41 470 552 Financial instruments that are offset in the balance sheet - - 41 451 492 December 31, 2013 Amounts...

  • Page 117
    Delhaize Group Annual Report 2014 • 115 DELHAIZE GROUP FINANCIAL STATEMENTS 2014 // 113 (in millions of â,¬) Gross amounts in the balance sheet 61 107 355 523 Financial instruments that are offset in the balance sheet - 107 229 336 December 31, 2012 Amounts not offset in the balance Net sheet...

  • Page 118
    ... other financial assets approximates the fair value and represents the maximum credit risk. December 31, (in millions of â,¬) 2014 21 18 39 2013 21 25 46 2012 19 - 19 Non-current Current Total 13. Inventories Inventories predominantly represent goods for resale. In 2014, 2013 and 2012, Delhaize...

  • Page 119
    ...and collective impairment analysis performed at each reporting date. The fair values of the trade and other receivables approximate their (net) carrying values. The movement of the bad debt allowance account was as follows: (in millions of â,¬) 2014 36 8 (3) 41 2013 31 15 (10) 36 2012 36 3 (8) 31...

  • Page 120
    ... under the Delhaize Group U.S. 2012 Stock Incentive Plan, of which 77 832 were cancelled on December 23, 2013 Balance of remaining authorized capital as of December 31, 2014 Share Premium Share premium is used to recognize the value of equity-settled share-based payments provided to associates as...

  • Page 121
    ... exercise of stock options granted to U.S. management pursuant to the Delhaize America 2000 Stock Incentive Plan and the Delhaize America 2002 Restricted Stock Unit Plan. Since the authorization of the Board in 2011, Delhaize Group SA and its affiliates acquired 804 063 Delhaize Group shares for an...

  • Page 122
    ...of warrants issued under the Delhaize Group 2002 and 2012 Stock Incentive Plans, the Group may have to issue new ordinary shares, to which payment in 2015 of the 2014 dividend is entitled, between the date of adoption of the annual accounts by the Board of Directors and the date of their approval by...

  • Page 123
    ...rate at the borrowing date plus a pre-set margin. Delhaize Group also has a treasury notes program available. The carrying values (in Euro) of long-term debt (excluding finance leases, see Note 18.3), net of discounts and premiums, deferred transaction costs and including fair value hedge accounting...

  • Page 124
    ... Agreed Payments and Fair values The main currencies in which Delhaize Group's long -term (excluding finance leases, see Note 18.3) debt are denominated are as follows: December 31, (in millions of â,¬) 2014 1 400 802 2 202 2013 1 224 1 015 2 239 2012 1 362 1 107 2 469 U.S. Dollar Euro Total...

  • Page 125
    ... be required to pay. Delhaize Group is managing its liquidity risk based on contractual maturities. The fair values of the long-term debt (excluding finance leases, see Note 18.3) for which an active market exists have been determined using their quoted prices (Level 1). The fair values of long-term...

  • Page 126
    ... generally bear interest at the inter-bank offering rate at the borrowing date plus a pre-set margin, or based on market quotes from banks. In Europe, Delhaize Group had no outstanding short-term bank borrowings at the end of 2014, 2013 and 2012. During 2014, the Group's European entities had...

  • Page 127
    ...97 million, â,¬113 million and â,¬107 million at December 31, 2014, 2013 and 2012, respectively, representing the discounted value of remaining lease payments, net of expected sublease income, for closed stores, were included in "Closed Store Provisions" (see Note 20.1). The discount rate is based...

  • Page 128
    ... in free cash flow) Exercise of stock options and warrants Purchase of treasury shares Dividends paid Net debt after cash movements Currency translation effect on assets and liabilities Amounts classified as held for sale Other non-cash movements Foreign currency impact Net debt at December 31, 2014...

  • Page 129
    ... Annual Report 2014 • 127 DELHAIZE GROUP FINANCIAL STATEMENTS 2014 // 125 The use of free cash flow can be detailed as follows: (in millions of â,¬) 2014 757 29 24 9 (268) (158) (10) (2) 381 72 453 Inflow: Free cash flow Settlement of derivative instruments Proceeds from the exercise of share...

  • Page 130
    ... risk, Delhaize Group swapped 100% of the proceeds to a euro fixed rate liability with a 5-year term ("hedging instrument"). In 2012, following the refinancing and exercise of early redemption option on the $300 million senior notes due 2014 (see Note 18.1), the Group discontinued hedge accounting...

  • Page 131
    ...December 31, 2014. Changes in fair value of these swaps are recorded in "Finance costs" in the income statement: (in millions) Year Trade Date 2014 2014 2013 2012 2012 2012 2009 2007 Year Expiration Date 2024 2015 2014 2019(1) 2013 2013 2014(2) 2014 Amount Received from Bank at Trade Date, and to...

  • Page 132
    ...GROUP FINANCIAL STATEMENTS 2014 20. Provisions December 31, (in millions of â,¬) Note 20.1 2014 80 17 2013 94 19 84 49 110 9 67 13 445 355 90 2012 89 18 90 52 132 10 64 8 463 375 88 Closed stores: Non-current Current Self-insurance: Non-current Current Pension benefit and other post-employment...

  • Page 133
    ... by reportable segments can be detailed as follows: (Number of stores closed during the year) 2014 7 3 1 11 2013 43(1) 4 5 52 2012 126 3 33 162 United States Belgium Southeastern Europe Total _____ (1) Includes 24 Sweetbay stores. The "Other exit costs" primarily relate to termination benefits...

  • Page 134
    ... 31 During 2014, Delhaize Group announced its intention to implement significant changes to its Belgium operations (the Transformation Plan), potentially impacting the jobs of 2 500 Belgian employees in the coming three years, including the termination of company-operated activities in 14 stores in...

  • Page 135
    ... potential exposure, Delhaize Group calculated the discounted value of the positive differences between the minimum reserves, increased with the currently applicable minimum guaranteed rates of return up to the date of retirement, and the paid-up insured benefits. At December 31, 2014, this would...

  • Page 136
    ...limited number of executives. Benefits are calculated on the annual average of the participant's annual cash compensation multiplied by a percentage based on years of service and age at retirement. These plans expose Delhaize America to risks relating to longevity and discount rate. b) c) ï,· In...

  • Page 137
    ...) Defined benefit liability Defined benefit asset Net defined benefit liability Weighted average assumptions used to determine benefit obligations: Discount rate Rate of compensation increase Rate of price inflation Interest crediting rate (only applicable for the Hannaford Cash Balance Plan) 157...

  • Page 138
    ...10 (9) - - Discount rate Rate of compensation increase Mortality rate improvement Interest crediting rate (only applicable for the Hannaford Cash Balance Plan) 2014 Plans Outside of the United States 2013 Plans Outside of the United States 2012 Plans Outside of the United States (in millions of...

  • Page 139
    ... 2014 1 12 13 2013 1 10 11 2012 1 13 14 Cost of sales Selling, general and administrative expenses Total defined benefit expense recognized in profit or loss 21.2 Other Post-Employment Benefits In the U.S., the Group provides certain health care and life insurance benefits for retired employees...

  • Page 140
    ... FINANCIAL STATEMENTS 2014 21.3 Share-Based Compensation Delhaize Group offers share-based incentives to certain members of its senior management: stock option and performance stock unit plans for employees of its non-U.S. operating companies; warrant, restricted and performance stock unit plans...

  • Page 141
    ... seven years from the grant date. Delhaize Group stock options granted to employees of non-U.S. operating companies were as follows: Number of shares Underlying Award Issued 93 063 15 731 267 266 35 000 362 047 290 078 198 977 230 876 237 291 185 474 Plan 2013 grant under the 2007 Stock option plan...

  • Page 142
    ...of â,¬2.46 years (2013: 2.60 years; 2012: 2.80 years). The weighted average fair values of stock options granted and assumptions used on the date of grant for their estimations were as follows: Dec. 2013 Share price (in â,¬) Expected dividend yield (%) Expected volatility (%) Risk-free interest rate...

  • Page 143
    ... for its vice presidents and above. Warrants granted under the "Delhaize Group 2012 Stock Incentive Plan" and the "Delhaize Group 2002 Stock Incentive Plan" vest ratably over a three -year service period, are exercisable when they vest and expire ten years from the grant date. Share-based awards...

  • Page 144
    ...of 2014 had a weighted average remaining contractual term of 2.38 years (2013: 2.85 years; 2012: 3.60 years). The fair values of stock options granted and assumptions used for their estimation were as follows: Nov. 2013 Share price (in $) Expected dividend yield (%) Expected volatility (%) Risk-free...

  • Page 145
    ... financial performance condition targets over a cumulative 3-year period, being a ROIC target for 2013 and Shareholders Value Creation, as defined above, for 2014. Performance stock units granted to employees of U.S. operating companies under the "Delhaiz e America 2012 Restricted Stock Unit Plan...

  • Page 146
    ... to the impairment loss associated with the planned sale of Bottom Dollar Food. Reconciliation of effective tax rate: (in millions of â,¬) 2014 255 (4) (147) 104 35 10 (6) (4) (32) 30 (35) 4 16 - 18 17.5% 2013 357 (4) (115) 238 81 24 (1) (8)(4) (36) 30 (42) 3 7 2 60 25.2% 2012 352 (4) (228) 120...

  • Page 147
    .... Deferred income taxes recognized on the balance sheet were as follows: December 31, (in millions of â,¬) 2014 302 46 256 2013 443 71 372 2012 566 89 477 Deferred tax liabilities Deferred tax assets Net deferred tax liabilities The changes in the overall net deferred tax liabilities were as...

  • Page 148
    ... â,¬) Note 24 2014 15 527 695 16 222 2013 14 958 621 15 579 2012 14 855 631 15 486 Product cost, net of vendor allowances and cash discounts Purchasing, distribution and transportation costs Total Delhaize Group receives allowances and credits from suppliers mainly for in-store promotions, co...

  • Page 149
    ... property, plant and equipment Gains on sale of businesses Other Total ² During 2014, Delhaize Group recognized â,¬7 million of insurance income related to product losses in the caption "Other". In 2013, Delhaize Group converted several of its Belgian company-operated City stores into affiliated...

  • Page 150
    ... OCI to profit or loss in 2012 following the tender of the senior notes in December 2012 (see Note 18.1) and the termination of hedge accounting. Other finance costs mainly contain commitment fees for credit lines and the unwinding of discount of other provisions. In 2014, Delhaize Group recognized...

  • Page 151
    Delhaize Group Annual Report 2014 • 149 DELHAIZE GROUP FINANCIAL STATEMENTS 2014 // 147 Borrowing costs attributable to the construction or production of qualifying assets were capitalized using an average interest rate of 5.4%, 5.5% and 5.6% in 2014, 2013 and 2012, respectively. 29.2 Income ...

  • Page 152
    ...of employees of the Group. Payments made to these plans and receivables from and payables to these plans are disclosed in Note 21. Compensation of members of the Board of Directors The individual Directors' remuneration granted for the fiscal years 2014, 2013 and 2012 is set forth in the "Corporate...

  • Page 153
    ... company in 2012, and the pro-rata share of compensation of one member of the Executive Committee who left the company, as well as his termination benefits. (in millions of â,¬) 2014 8 1 - 4 2 15 2013 9 1 1 17 3 31 2012 8 1 1 1 3 14 Short-term benefits (1) Retirement and post-employment benefits...

  • Page 154
    ... affecting several companies active in Belgium in the supply and retail sale of health and beauty products and other household goods. In 2012, the Auditor to the Belgian Competition Authority issued its investigation report. The investigation involves 11 suppliers and 7 retailers, including Delhaize...

  • Page 155
    ... 2110 Executive Drive, Salisbury, NC 28147, U.S.A. Delhaize America Shared Services 2110 Executive Drive, Salisbury, NC 28147, U.S.A. Group, LLC Delhaize America Supply Chain 2110 Executive Drive, Salisbury, NC 28147, U.S.A. Services, Inc. Delhaize America Transportation, LLC (previously Hannaford...

  • Page 156
    ... GROUP FINANCIAL STATEMENTS 2014 Holding and Food Trading Company Single Partner LLC(1) Holding and Food Trading Company Single Partner LLC & Co Ltd Partnership(1) I-Del Retail Holdings, Ltd. J.H. Harveys Co., LLC(1) Kash n' Karry Food Stores, LLC(1) Kingo NV Leoburg NV Liberval SA Lion Lux Finance...

  • Page 157
    ...below reflects summarized IFRS financial information of Super Indo (stand alone), adjusted for differences in accounting policies between the Group and Super Indo: December 31, (in millions of â,¬) 2014 45 64 4 45 60 30 2013 33 57 2 41 47 24 2012 38 54 2 35 55 28 Balance Sheet Non-current assets...

  • Page 158
    ...// DELHAIZE GROUP FINANCIAL STATEMENTS 2014 Supplementary Information Quarterly Data (Unaudited) (in millions of â,¬, except earnings per share) 2014 Revenues Gross profit Gross margin Selling, general and administrative expenses as a percentage of revenues Operating profit (loss) Operating margin...

  • Page 159
    ...66 3 468 Number of Employees (at year-end) 2014 Full-time Part-time FTE(1) Male Female Total 72 499 79 509 114 373 72 417 79 591 152 008 2013 76 126 84 757 120 606 76 630 84 253 160 883 2012 77 457 80 453 119 804 75 102 82 808 157 910 Geographical Split 2014 Total United States Belgium (including...

  • Page 160
    ... 156 // DELHAIZE GROUP FINANCIAL STATEMENTS 2014 Organic Revenue Growth Reconciliation (in millions of â,¬) 2014 21 361 34 21 395 (259) 21 136 2013 20 593 20 593 - 20 593 % Change 3.7% 3.9% 2.6% Revenues Effect of exchange rates Revenues at identical exchange rates 53rd sales week in the...

  • Page 161
    Delhaize Group Annual Report 2014 • 159 DELHAIZE GROUP FINANCIAL STATEMENTS 2014 // 157 Details of Impact of 53rd Week on Profit or Loss 2014 (in millions of â,¬) Revenues Cost of sales Gross Profit Gross margin Selling, general and administrative expenses Operating profit Operating margin ...

  • Page 162
    ... FINANCIAL POSITION (in millions of â,¬) Total assets Total equity Net debt(1) Enterprise value(1),(2) PER SHARE INFORMATION (in â,¬) Group net earnings (basic)(3) Group net earnings (diluted)(3) Free cash flow(1),(3) Gross dividend Net dividend Pay-out ratio (net profit - Group share) Shareholders...

  • Page 163
    ... Muller President and CEO Pierre Bouchut Executive Vice President and CFO Report of the Statutory Auditor Delhaize Brothers and co "The Lion" (Delhaize Group) SA/NV Statutory auditor's report to the shareholders meeting on the consolidated financial statements for the year ended December 31, 2014...

  • Page 164
    ... accounting policies used and the reasonableness of accounting estimates made by the board of directors, as well as evaluating the overall presentation of the consolidated financial statements. We hav e obtained from the company's officials and the board of directors the explanations and information...

  • Page 165
    ... 163 DELHAIZE GROUP FINANCIAL STATEMENTS 2014 // 161 Summary Statutory Accounts of Delhaize Group SA/NV The summarized annual statutory accounts of Delhaize Group SA/NV are presented below. In accordance with the Belgian Company Code, the full annual accounts, the statutory Directors' report and...

  • Page 166
    ...foreign currency exchange risks relating to borrowings. Call options are used to manage the exposure in relation to the exercise of the stock options granted to the entitled employees of Delhaize Group SA/NV. The purchased call options are recognized on the balance sheet at acquisition cost which is...

  • Page 167
    Delhaize Group Annual Report 2014 • 165 DELHAIZE GROUP FINANCIAL STATEMENTS 2014 // 163 Summary Statutory Accounts of Delhaize Group SA/NV Assets December, 31 (in millions of â,¬) 2014 8 104 10 143 436 7 515 806 12 213 450 57 48 26 8 910 2013 8 301 11 136 439 7 715 772 11 210 432 48 53 18 9 ...

  • Page 168
    ... under the Delhaize Group 2002 Stock Incentive Plan, the Company might have to issue new ordinary shares, to which coupon no. 53 entitling the holder to the payment of the 2014 dividend is attached, between the date of adoption of the annual accounts by the Board of Directors and the date of their...

  • Page 169
    Delhaize Group Annual Report 2014 • 167 DELHAIZE GROUP FINANCIAL STATEMENTS 2014 // 165 Share Capital (December 31, 2014) (in thousands of â,¬) Number of Shares Share capital Shares in issue At the end of the previous year Issue of new shares At the end of the financial year Analysis of share...

  • Page 170
    ... one share of Delhaize Group common stock and are traded on the New York Stock Exchange. Gross margin Gross profit divided by revenues. Gross profit Revenues minus cost of sales. Indirect goods Goods necessary to operate the business, but which are not sold to customers, such as office and store...

  • Page 171
    ... share in net result divided by average shareholders' equity. Revenues Revenues include the sale of goods and point of sale services to customers, including wholesale and affiliated customers, relating to the normal activity of the Company (the sale of groceries and pet products), net of discounts...

  • Page 172
    ... email alert service to receive other information: agendas of the general meetings, press releases, projects of modifications of Articles of Association, special reports from the Board of Directors, publication of annual report, statutory accounts, dividend payment, number of outstanding shares and...