2 www.ahold.com/reports2008
Notes to the consolidated financial statements
33 Commitments and contingencies continued
Representations and warranties as part of sale of Ahold's operations
Disco
Financial statements
AHOLD ANNUAL REPORT 2008 103
Ahold has provided in the relevant sales agreements certain customary representations and warranties including but not limited
to, completeness of books and records, title to assets, schedule of material contracts and arrangements, litigation, permits, labor
matters and employee benefits and taxes. These representations and warranties will generally terminate, depending on their specific
features, one to seven years after the date of the relevant transaction completion date.
Contingent liability cap
Local currency
Closing date million million
Bomprego/Hipercard
February 29,
O
O
C\J
EUR 38
38
Disco
November 1,
2004
USD 151
111
Spain (Ahold Supermercados)
December 1,
2004
EUR 50
50
BI-LO/Bruno
January 31,
2005
USD 33
23
Deli XL
September 12,
2005
EUR 40
40
Poland (Ahold Polska Sp. Z o.o.)
July 2,
2007
EUR 1082
1082
U.S. Foodservice
July 3,
2007
None3
None3
Tops Markets
December 3,
2007
USD 70
50
Tops' Wilson Farm/Sugarcreek
December 3,
2007
USD 5
4
Schuitema
June 30,
2008
EUR 129
129
1 Excluding Ahold's indemnification obligations relating to legal proceedings described below.
2 Including EUR 33 million for the divestment of hypermarkets in 2005.
3 No cap on contingent liability, but an indemnification obligation of Ahold, if a USD 40 million threshold is exceeded.
The most significant sales of operations are described below. In addition, specific, limited representations and warranties were given
with respect to the divestment of Paiz Ahold. The claims under those representations and warranties were capped at the sale price,
but the impact of any claim under such representations and warranties is not expected to be material. Similar representations and
warranties exist for certain of Ahold's smaller divestments in 2004, 2005, 2006 and 2007. The aggregate impact of a claim under
such representations and warranties is not expected to be material.
Bradlees
In 1992, Stop Shop spun off Bradlees Stores, Inc. ("Bradlees") as a public company (the "Bradlees Spin-off"). In connection with
the Bradlees Spin-off, Stop Shop assigned to Bradlees certain commercial real property leases. Pursuant to a 1995 reorganization
of Bradlees and a subsequent wind-down and liquidation of Bradlees following a bankruptcy protection filing in 2000 (collectively,
the "Bradlees Bankruptcies"), a number of such real property leases were assumed and assigned to third parties. Pursuant to
applicable law, Stop Shop may be contingently liable to landlords under certain of the leases assigned in connection with the
Bradlees Spin-off and subsequently assumed and assigned to third parties in connection with the Bradlees Bankruptcies.
Ahold is required to indemnify the buyers of Disco for (i) certain claims made in relation to the mandatory conversions into Argentine
pesos of certain U.S. dollar debts of Disco and (ii) certain claims made by creditors of certain Uruguayan and other banks. For
additional information on these legal proceedings, see the "Legal proceedings" section below. Ahold's indemnification obligations
relating to these legal proceedings are not capped at a certain amount nor restricted to a certain time period.
BI-LO/Bruno's
In connection with the sale of BI-LO and Bruno's, Ahold may be contingently liable to landlords under guarantees of 200 BI-LO or
Bruno's operating or finance leases, which existed at the time of the sale in the event of a future default by the tenant under such
leases. On February 5, 2009, Bruno's Supermarkets LLC filed for protection under Chapter 11 under the U.S. Bankruptcy Code and
stated that its cash from operations will be enough to meet its normal business obligations. To date the Company is not able to
determine the amount of any liability on its part for payment under these guarantees in the future.
