The proceeds of the proposed issuance will be used to refinance some of its existing debt and for general corporate purposes.

RATINGS RATIONALE

"The Baa3 rating assigned to the new unsecured and unsubordinated bonds is in line with the rating on Delhaize's existing senior unsecured debt instruments," says Andreas Rands, a Moody's Vice President - Senior Analyst and lead analyst for Delhaize. "The proposed bonds also benefit from the same cross-guarantee agreement entered into by certain subsidiaries of the group as that on its previously issued senior debt instruments." As of 31 December 2011, the guarantor subsidiaries represented approximately 89.6% of Delhaize's operating profit and 73.0% of its total assets (before eliminations). As such, they all rank pari passu in Delhaize's debt structure.

Delhaize's Baa3 long-term issuer and senior unsecured ratings are supported by its (1) stable cash flows; (2) strong position in its key markets; and (3) strong credit metrics for the rating category. However, the group's business profile has recently weakened in both the US and Belgium as a result of challenging market conditions. Nevertheless, the ratings retain a degree of flexibility to accommodate a temporary weakness in performance and further bolt-on acquisitions after Delhaize completed the partially debt-financed acquisition of Delta Maxi Group.

The stable outlook on the rating reflects Delhaize's steady free cash flow generation and current financial policy focused on deleveraging, as well as Moody's expectation that the group will remain comfortably positioned in the Baa3 category.

WHAT COULD CHANGE THE RATING UP/DOWN

Negative pressure could be exerted on the rating or outlook if Delhaize's credit metrics were to weaken significantly, with leverage, measured as debt/EBITDA, trending towards 4.0x or retained cash flow (RCF)/net debt falling below 20% on a continued basis. Such a deterioration would most likely result from an accelerated acquisition strategy, combined with a downturn in consumer spending in the group's main markets i.e. the US and Belgium.

Conversely, positive pressure on the rating or outlook could arise if Delhaize's RCF/net debt were to remain above 25% and its leverage at or below 3.0x.

PRINCIPAL METHODOLOGY

The principal methodology used in rating Delhaize Group was the Gobal Retail Industry Methodology published in June 2011. Please see the Credit Policy page on www.moodys.com for a copy of this methodology.

REGULATORY DISCLOSURES

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Andreas Rands Vice President - Senior Analyst Corporate Finance Group Moody'sInvestors Service Ltd. One Canada SquareCanary WharfLondon E14 5FA United Kingdom JOURNALISTS: 44 20 7772 5456 SUBSCRIBERS: 44 20 7772 5454 Paloma San Valentin MD - Corporate Finance Corporate Finance Group JOURNALISTS: 44 20 7772 5456 SUBSCRIBERS: 44 20 7772 5454 Releasing Office: Moody's Investors Service Ltd. One Canada SquareCanary WharfLondon E14 5FA United Kingdom JOURNALISTS: 44 20 7772 5456 SUBSCRIBERS: 44 20 7772 5454 (C) 2012 Moody's Investors Service, Inc. and/or its licensors and affiliates (collectively, "MOODY'S"). All rights reserved.

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