34 Commitments and contingencies (continued)
35 Subsequent events
36 List of subsidiaries, joint ventures and associates
Ahold Annual Report 2012 140
Ahold at a glance
Our strategy
Our performance
Governance
Financials
Investors
Notes to the consolidated
financial statements
Stop Shop Bradlees Lease Litigation with Vornado
In connection with the spin-off of Bradlees in May 1992, discussed under Contingent Liabilities above, Stop Shop, Bradlees and Vornado (or certain of its affiliates, collectively Vornado)
entered into a Master Agreement and Guaranty (the Master Agreement) relating to 18 leases for which Vornado was the landlord. Pursuant to the Bradlees Bankruptcies, Bradlees either
rejected or assumed and assigned the leases subject to the Master Agreement. In 2002, Vornado sent a written demand to Stop Shop to pay certain rental increases under the Master
Agreement in connection with certain leases, comprised of $5 million (€4 million) annually through 2012, and, if certain renewal options are exercised, $6 million (€5 million) annually
thereafter through the expiration of the last lease covered by the Master Agreement, which Vornado alleged could extend until 2031, depending upon whether renewal options are exercised. In
2002, Stop Shop filed a Court claim that it is not obligated to pay the rental increases demanded by Vornado. In 2005, Vornado filed a counterclaim seeking unpaid rental increases and a
declaration that Stop Shop is obligated to pay rental increases in the future. On November 4, 2011, the Supreme Court of the State of New York issued its judgment in respect of this
litigation. Under the judgment, the court ordered Stop Shop to pay $37.4 million in rental increases plus certain other accrued rental increases and statutory interest thereon and attorney's
fees and held Stop Shop liable for future rental increases in the amount of $6 million per annum thereafter until the date of expiration of the last lease covered by the Master Agreement
(which could be as late as 2031). In connection with the judgment, in 2011, a provision of $124 million (€92 million) for claims and legal disputes was recorded (against "Other financial
income (expense))", see Note 24. Stop Shop appealed the judgment to the New York Supreme Court Appellate Division. On February 4, 201 3, prior to the issuance of a decision on the
appeal, Stop Shop and Vornado entered into a Settlement Agreement under which Stop Shop agreed to pay Vornado a settlement payment of $124 million. On February 6, 2013 Stop
Shop made the settlement payment to Vornado and the appeal has been withdrawn and the litigation ended.
Other legal proceedings
In addition to the legal proceedings described above, Ahold and its former or current subsidiaries are parties to a number of other legal proceedings arising out of their business operations.
Ahold believes that the ultimate resolution of these other proceedings will not, in the aggregate, have a material adverse effect on Ahold's financial position, results of operations or cash flows.
Such other legal proceedings, however, are subject to inherent uncertainties and the outcome of individual matters is unpredictable. It is possible that Ahold could be required to make
expenditures, in excess of established provisions, in amounts that cannot reasonably be estimated.
Stop Shop Bradlees Lease Litigation with Vornado
On February 4, 201 3, Stop Shop and Vornado entered into a settlement agreement with regards to the legal proceedings against each other. Under the agreement, Stop Shop agreed to
pay Vornado a settlement payment of $124 million, which was the same amount that was provided for as of December 30, 2012. On February 6, 2013 Stop Shop made the settlement
payment to Vornado and the appeal has been withdrawn and the litigation ended.
Ahold to sell stake in ICA to Hakon Invest
On February 11, 2013, Ahold announced that it has reached an agreement with Hakon Invest of Sweden regarding the sale of Ahold's 60% holding in ICA for SEK 21.2 billion in cash, which
includes ICA's 2012 dividend of SEK 1.2 billion. The transaction is subject to regulatory approvals, as well as approval by the ICA Retailers' Association (ICA Forbundet) for the financing of the
transaction. The transaction is expected to be completed in the middle of this year.
Share buyback
On February 28, 2013, Ahold announced its decision to return €500 million to its shareholders by way of a share buyback program, to be completed over the next 12 months.
The following are Ahold's significant subsidiaries, joint ventures and associates as of December 30, 2012:
Consolidated subsidiaries
Unless otherwise indicated, these are, directly or indirectly, wholly or virtually wholly-owned subsidiaries. Subsidiaries not important to providing an insight into the Ahold group as required
under Dutch law are omitted from this list. With respect to the separate financial statements of the Dutch legal entities included in the consolidation, the Company availed itself of the exemption
laid down in section 403, subsection 1 of Book 2 of the Netherlands Civil Code. Pursuant to said section 403, Ahold has assumed joint and several liabilities for the debts arising out of the
legal acts of a number of subsidiaries in the Netherlands, which form part of the consolidation. The names of the subsidiaries for which Ahold has issued 403 declarations are open for
inspection at the trade register as managed by the Netherlands Chamber of Commerce.
