EXHIBIT 1














                              KONINKLIJKE AHOLD N.V.

                     2002 CONSOLIDATED FINANCIAL STATEMENTS











Zaandam, October 1, 2003




                                      F-1

<PAGE>

<TABLE>


                                                                                                                  Page

<S>                                                                                                              <C>

Forward looking statements                                                                                         F-2

Auditors' report                                                                                                   F-4

Consolidated Statements of Operations                                                                              F-5
Consolidated Balance Sheets                                                                                        F-6
Consolidated Statements of Cash Flows                                                                              F-8

Notes to the Consolidated Financial Statements
           1  The company and its operations                                                                      F-10
           2  Basis of presentation and accounting principles under Dutch GAAP                                    F-10
           3  Restatements and reclassifications to the consolidated financial position and results
              for 2001 and 2000 under Dutch GAAP                                                                  F-26
           4  Acquisitions                                                                                        F-36
           5  Exceptional loss on related party default guarantee                                                 F-43
           6  Goodwill                                                                                            F-46
           7  Business segment information                                                                        F-48
           8  Restructuring provisions                                                                            F-55
           9  Salaries and benefits                                                                               F-57
          10  Remuneration                                                                                        F-57
          11  Stock based compensation plans                                                                      F-59
          12  Income taxes                                                                                        F-64
          13  Basic and diluted income (loss) per common share                                                    F-67
          14  Other intangible assets                                                                             F-68
          15  Tangible fixed assets                                                                               F-69
          16  Investments in joint ventures and equity investees                                                  F-70
          17  Other financial assets                                                                              F-72
          18  Inventory                                                                                           F-73
          19  Accounts receivable                                                                                 F-73
          20  Cash and cash equivalents                                                                           F-75
          21  Changes in shareholders' equity                                                                     F-75
          22  Pensions and other retirement benefits                                                              F-79
          23  Other provisions                                                                                    F-84
          24  Loans                                                                                               F-85
          25  Financial lease commitments                                                                         F-89
          26  Other non-current liabilities                                                                       F-90
          27  Current liabilities                                                                                 F-91
          28  Related party transactions                                                                          F-91
          29  Financial instruments                                                                               F-92
          30  Commitments and contingencies                                                                       F-95
          31  Subsequent events                                                                                   F-104
          32  List of subsidiaries and affiliates of Ahold                                                        F-108


                                      F-1

</TABLE>

<PAGE>

Forward-Looking Statements

Certain statements contained in the notes to the attached consolidated financial
statements  are  "forward-looking  statements"  within  the  meaning of the U.S.
federal securities laws. Ahold intends that these forward-looking  statements be
covered by the safe harbors created under these laws. Those statements  include,
but are not limited to:

o    expectations regarding the Company's financial condition and prospects, its
     access to liquidity, the sufficiency of working capital and the sufficiency
     of the credit  facility,  as well as to the  timing and  amounts of certain
     payments thereunder and the sources of funds available for such payments;
o    statements  regarding the Company's  expected return on capital  investment
     commitments;
o    statements  regarding the timing,  scope and impact of certain  divestments
     and  acquisitions,  including the Company's  intentions with regard to U.S.
     Foodservice;
o    statements as to the expected  impact of changes in  accounting  standards,
     including International Financial Reporting Standards;
o    statements  as to the  expected  timing,  strategy,  outcome  and impact of
     certain  litigation  proceedings and  investigations and the sufficiency of
     the Company's available defences and responses;
o    statements  regarding the extent of the Company's  obligations with respect
     to certain contingent  liabilities;  and
o    expectations   as  to  the  risks  and   liabilities  of  certain   hedging
     transactions.

These forward-looking  statements are subject to risks,  uncertainties and other
factors that could cause actual results to differ materially from future results
expressed or implied by the forward-looking  statements.  Important factors that
could cause actual results to differ  materially  from the information set forth
in any forward-looking statements include, but are not limited to:

o    the  Company's  liquidity  needs  exceeding  expected  levels  and  amounts
     available under the credit  facility;
o    the Company's  ability to maintain normal terms with vendors and customers;
o    the Company's ability to implement successfully its strategy including debt
     reduction and divestments, in particular;
o    the Company's  ability to refinance its credit facility  maturing in fiscal
     2004;
o    the effect of general economic  conditions and changes in interest rates in
     the countries in which the Company operates;
o    diversion  of  management's  attention,  the  loss  of key  personnel,  the
     integration  of new members of  management,  and the  Company's  ability to
     attract and retain key executives and associates;
o    increases in competition in the markets in which the Company's subsidiaries
     and joint  ventures  operate and changes in marketing  methods  utilized by
     competitors;
o    the  potential  adverse  impact  of  certain  joint  venture  options,   if
     exercised, on the Company's liquidity and cash flow;
o    fluctuations in exchange rates between the Euro and the other currencies in
     which  the  Company's   assets,   liabilities  and  operating  results  are
     denominated,  in  particular,  the US dollar,  the  Argentine  Peso and the
     Brazilian Real;
o    the  results  of  pending  or future  litigation  proceedings  to which the
     Company and certain of its directors, officers and employees are a party;
o    the actions of government  regulators and law enforcement  agencies and the
     results of pending and future investigations;

                                      F-2

<PAGE>

o    any further  downgrading of the Company's  credit  rating;
o    the potential adverse impact of the disclosure in the financial  statements
     or in  the  Company's  annual  report  on its  results  of  operations  and
     liquidity; and
o    other factors discussed elsewhere in the Company's public filings.

Many of these factors are beyond  Ahold's  ability to control or predict.  Given
these  uncertainties,  readers are cautioned not to place undue  reliance on the
forward-looking   statements,   which  only  speak  as  of  the  date  of  these
consolidated  finical  statements.  Ahold does not undertake  any  obligation to
release  publicly any revisions to these  forward-looking  statements to reflect
events  or  circumstances  after  the  date  of  these  consolidated   financial
statements or to reflect the occurrence of unanticipated  events,  except as may
be required under applicable securities laws.

                                      F-3

<PAGE>

To the Executive and Supervisory Board of Koninklijke Ahold N.V.

Auditors' report

Introduction
We have audited the 2002 consolidated  financial statements of Koninklijke Ahold
N.V. ("Royal Ahold"),  Zaandam.  These consolidated financial statements are the
responsibility of the company's management.  Our responsibility is to express an
opinion on these consolidated financial statements based on our audit.

Scope
We conducted our audit in accordance with auditing standards  generally accepted
in The Netherlands.  Those standards  require that we plan and perform the audit
to  obtain  reasonable  assurance  about  whether  the  consolidated   financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence supporting the amounts and disclosures in the consolidated
financial statements. An audit also includes assessing the accounting principles
used and  significant  estimates made by  management,  as well as evaluating the
overall presentation of the consolidated  financial  statement.  We believe that
our audit provides a reasonable basis for our opinion.

Opinion
In our opinion, the consolidated  financial statements give a true and fair view
of the  financial  position of Royal  Ahold as at  December  29, 2002 and of the
result  of its  operations  and its  cash  flows  for the  year  then  ended  in
accordance with accounting principles generally accepted in The Netherlands.

Emphasis of matter
As addressed under Note 2, these consolidated financial statements have not been
prepared  to  fulfill  Royal  Ahold's  statutory   obligations,   including  the
requirement  pursuant to section 2:391,  subsection 1 of the  Netherlands  Civil
Code to prepare and disclose an annual directors' report.


/s/ Deloitte & Touche Accountants

October 1, 2003

Amsterdam, The Netherlands

                                      F-4


<PAGE>


                                   ROYAL AHOLD
                      CONSOLIDATED STATEMENTS OF OPERATIONS
          FISCAL YEARS 2002, 2001 (AS RESTATED) AND 2000 (AS RESTATED)
                    EUROS IN MILLIONS, EXCEPT PER SHARE DATA


<TABLE>
<CAPTION>

                                                           Note       fiscal 2002        fiscal 2001        fiscal 2000
                                                                                      (as restated -     (as restated -
                                                                      -----------     --------------      -------------
                                                                                         see Note 3)        see Note 3)
<S>                                                      <C>          <C>              <C>                   <C>

Net sales                                                                  62,683             54,213             40,833
Cost of sales                                                             (49,222)           (42,227)           (31,279)
                                                                        ----------          ---------           --------

Gross profit                                                               13,461             11,986              9,554

Operating expenses
   Selling expenses                                                        (9,073)            (8,080)            (6,534)
   General and administrative expenses                                     (1,989)            (1,843)            (1,365)
   Goodwill and intangible asset amortization              6/14              (433)              (256)               (50)
   Impairment of goodwill and other intangible assets      6/14            (1,287)                (8)                --
   Impairment of other long-lived assets                     15              (137)               (10)                --
   Gain on disposal of tangible fixed assets                                   69                122                 30
   Exceptional loss on related party default guarantee        5              (372)                --                 --
                                                                        ----------          ---------           --------
      Total operating expenses                                            (13,222)           (10,075)            (7,919)

Operating income                                                              239              1,911              1,635

Financial expense, net
   Interest income                                                             59                109                 99
   Interest expense                                                        (1,003)              (921)              (699)
   Gain (loss) on foreign exchange                                            (50)               108                 39
   Other financial income and expense                                         (14)                (3)                (7)
                                                                        ----------          ---------           --------
      Net financial expense                                                (1,008)              (707)              (568)

Income (loss) before income taxes                                            (769)             1,204              1,067

Income taxes                                                 12              (390)              (270)              (235)
                                                                        ----------          ---------           --------

Income (loss) after income taxes                                           (1,159)               934                832
Share in income (loss) of joint ventures and equity
investees                                                                     (38)              (192)                78
Minority interest                                                             (11)                 8                 10
                                                                        ----------          ---------           --------

Net income (loss)                                                          (1,208)               750                920
                                                                        ==========              ====               ====

Dividends on cumulative preferred financing shares                            (38)               (38)               (17)
                                                                        ----------          ---------           --------

Net income (loss) after preferred dividends                                (1,246)               712                903
                                                                        ==========              ====               ====

Net income (loss) after preferred dividends per common
share - basic                                                13             (1.34)              0.83               1.22
Weighted average number of common shares outstanding (x
1,000) - basic                                                            926,546            857,509            737,403

Net income (loss) after preferred dividends per common
share - diluted                                              13               N.A.              0.82               1.19
Weighted average number of common shares outstanding (x
1,000) - diluted                                                              N.A.           887,391            797,121


                       The accompanying notes are an integral part of these consolidated financial statements

                                       F-5

</TABLE>


<PAGE>


                                   ROYAL AHOLD
                           CONSOLIDATED BALANCE SHEETS
           AS OF DECEMBER 29, 2002 AND DECEMBER 30, 2001 (AS RESTATED)
                                EUROS IN MILLIONS
                   BEFORE APPROPRIATION OF CURRENT YEAR RESULT

<TABLE>

<CAPTION>

                                                                    Note       December 29, 2002       December 30, 2001
                                                                               -----------------         (as restated -
                                                                                                             see Note 3)
                                                                                                       -----------------
<S>                                                               <C>             <C>                  <C>
ASSETS

Non-current assets:

Intangible assets
   Goodwill                                                            6                   3,053                  4,591
   Other intangible assets                                            14                     814                    972
                                                                                       ----------             ---------
     Total intangible assets                                                               3,867                  5,563

Tangible fixed assets                                                 15                  11,043                 11,927

Financial assets
   Investments in joint ventures and equity investees                 16                     851                    681
   Deferred tax assets                                                12                     457                    475
   Other financial assets                                             17                     744                  1,118
                                                                                        ---------            ----------
     Total financial assets                                                                2,052                  2,274

Total non-current assets                                                                  16,962                 19,764


Current assets:

Inventory                                                             18                   4,235                  4,380
Accounts receivable                                                   19                   2,231                  2,348
Other current assets                                                                         308                    436
Cash and cash equivalents                                             20                   1,002                  1,698
                                                                                        ---------            ----------

Total current assets                                                                       7,776                  8,862







TOTAL ASSETS                                                                              24,738                 28,626
                                                                                          =======                ======


                            The accompanying notes are an integral part of these consolidated financial statements

</TABLE>


                                      F-6

<PAGE>

                                   ROYAL AHOLD
                           CONSOLIDATED BALANCE SHEETS
           AS OF DECEMBER 29, 2002 AND DECEMBER 30, 2001 (AS RESTATED)
                                EUROS IN MILLIONS
                   BEFORE APPROPRIATION OF CURRENT YEAR RESULT

<TABLE>

<CAPTION>

                                                                    Note       December 29, 2002       December 30, 2001
                                                                               -----------------         (as restated -
                                                                                                             see Note 3)
                                                                                                       -----------------
<S>                                                               <C>             <C>                  <C>
LIABILITIES AND SHAREHOLDERS' EQUITY

Shareholders' equity                                                  21
   Issued and paid-up share capital                                                          298                    295
   Additional paid in capital                                                             11,220                 11,218
   Legal and statutory reserves                                                              291                    212
   Other reserves                                                                         (1,451)                  (202)
   Accumulated deficit                                                                    (6,541)                (6,777)
   Net income (loss)                                                                      (1,208)                   750
                                                                                       ----------              ---------

Total shareholders' equity                                                                 2,609                  5,496

Minority interest                                                                             56                     48

Commitments and contingencies                                         30

Provisions
   Pensions and other retirement benefits                             22                     756                    599
   Deferred tax liability                                             12                     572                    530
   Restructuring provisions                                            8                     136                    263
   Other provisions                                                   23                     680                    721
                                                                                       ----------              ---------
     Total provisions                                                                      2,144                  2,113

Non-current liabilities
   Loans                                                              24                   8,313                 10,126
   Financial lease commitments                                        25                   2,224                  2,377
   Other non-current liabilities                                      26                     348                    307
                                                                                       ----------              ---------
     Total non-current liabilities                                                        10,885                 12,810

Current liabilities
   Loans payable                                                      27                   2,370                  1,226
   Income tax payable                                                                        119                     48
   Payroll taxes, social security and VAT                                                    316                    307
   Accounts payable                                                                        4,480                  4,734
   Accrued expenses                                                                        1,109                  1,196
   Other current liabilities                                          27                     650                    648
                                                                                       ----------              ---------
     Total current liabilities                                                             9,044                  8,159



TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                                24,738                 28,626
                                                                                         ========               =======



                        The accompanying notes are an integral part of these consolidated financial statements
</TABLE>

                                      F-7

<PAGE>


                                   ROYAL AHOLD
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
          FISCAL YEARS 2002, 2001 (AS RESTATED) AND 2000 (AS RESTATED)
                                EUROS IN MILLIONS

<TABLE>

<CAPTION>

                                                                              fiscal 2002       fiscal 2001      fiscal 2000
                                                                                             (as restated -   (as restated -
                                                                                                see Note 3)      see Note 3)
                                                                              -----------    --------------   --------------

<S>                                                                       <C>                    <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Income (loss) before income taxes                                                   (769)            1,204          1,067

Adjustments for:
   Depreciation, amortization and impairments                                      3,142             1,411            957
   Gain on disposal of tangible fixed assets                                         (69)             (122)           (30)
   Exceptional loss on related party default guarantee                               372                --             --
                                                                              -----------        ----------       --------

OPERATING CASH FLOW BEFORE CHANGES IN WORKING CAPITAL                              2,676             2,493          1,994

Changes in working capital:
   Accounts receivables                                                               35                11           (140)
   Other current assets                                                              198               (24)           (79)
   Inventory                                                                        (308)             (280)          (289)
   Accounts payable                                                                  161               150            594
   Current liabilities                                                                21               (23)           122
                                                                              -----------        ----------       --------
TOTAL CHANGES IN WORKING CAPITAL                                                     107              (166)           208

   Change in other non-current assets                                                 (7)             (103)           (19)
   Change in other provisions                                                         33              (152)          (119)
   Corporate income taxes paid                                                      (423)             (159)          (150)
   Change in other non-current liabilities                                           100                48            149
                                                                              -----------        ----------       --------
NET CASH FROM OPERATING ACTIVITIES                                                 2,486             1,961          2,063

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of intangible assets                                                       (155)             (160)          (171)
Purchase of tangible fixed assets                                                 (2,005)           (2,299)        (1,719)
Divestments of tangible fixed and intangible assets                                  590             1,134            303
Acquisition of consolidated subsidiaries                                            (977)           (2,705)        (5,648)
Acquisition of interests in joint ventures and equity investees                     (159)             (138)        (1,904)
Dividends from joint ventures and equity investees                                    63                61             47
Divestment of subsidiaries                                                            19                 3             15
Issuance of loans receivable                                                        (256)             (566)          (203)
Repayment of loans receivable                                                        287               105             83
                                                                              -----------        ----------       --------
NET CASH FROM INVESTING ACTIVITIES                                                (2,593)           (4,565)        (9,197)

CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from issuance of common shares                                           --             2,501          2,676
Net proceeds from issuance of cumulative preferred financing shares                   --                --            395
Net proceeds from issuance of convertible subordinated notes                          --                --            920
Proceeds from exercised stock options                                                  5                67             56
Change in minority interest                                                           (7)              (11)            43
Proceeds from long-term debt                                                         393             4,721          9,461
Repayments of long-term debt                                                        (676)           (3,245)        (6,612)
Payments of financial lease commitments                                             (103)              (73)           (72)
Payment of short-term loans payable                                                  355              (771)           542
Payment of dividend on common shares                                                (433)              (94)           (44)
Payment of dividend on cumulative preferred financing shares                         (38)              (32)           (12)
                                                                              -----------        ----------       --------
NET CASH FROM FINANCING ACTIVITIES                                                  (504)            3,063          7,353
                                                                                    -----           ------         ------

NET CHANGE IN CASH AND CASH EQUIVALENTS                                             (611)              459            219

Cash and cash equivalents at beginning of fiscal year                              1,698             1,130            657
Cash acquired in business acquisitions                                                46               111            298
Effect of exchange rate differences on cash and cash equivalents                    (131)               (2)           (44)
                                                                              -----------        ----------       --------

CASH AND CASH EQUIVALENTS AT END OF FISCAL YEAR                                    1,002             1,698          1,130
                                                                                   -----             -----          -----



                        The accompanying notes are an integral part of these consolidated financial statements
</TABLE>

                                      F-8

<PAGE>


                                   ROYAL AHOLD
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
          FISCAL YEARS 2002, 2001 (AS RESTATED) AND 2000 (AS RESTATED)
                                EUROS IN MILLIONS

<TABLE>

<CAPTION>

                                                                      fiscal 2002        fiscal 2001        fiscal 2000
                                                                                      (as restated -     (as restated -
                                                                                         see Note 3)        see Note 3)

<S>                                                                     <C>               <C>               <C>
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
   Cash payments for interest                                                (981)              (834)              (518)

SUPPLEMENTAL DISCLOSURES OF NON CASH FLOW INVESTING AND
FINANCING ACTIVITIES
   Financial lease commitments                                                339                451                324
   Financial lease assets divested                                            (45)               (55)               (25)

Business acquisitions
   Fair value of assets acquired                                             (905)            (2,848)            (4,026)
   Goodwill                                                                  (522)            (1,727)            (6,744)
   Less: liabilities assumed                                                  450              1,870              3,708
                                                                          --------         ----------         ----------
   Total consideration paid                                                  (977)            (2,705)            (7,062)
   Shares issued as consideration                                              --                 --              1,414
   Cash acquired                                                               46                111                298
                                                                          --------         ----------         ----------
Acquisitions, net of cash acquired                                           (931)            (2,598)            (5,350)
                                                                            ======            =======            =======



                        The accompanying notes are an integral part of these consolidated financial statements

</TABLE>


                                       F-9
<PAGE>


                                   ROYAL AHOLD
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
          FISCAL YEARS 2002, 2001 (AS RESTATED) AND 2000 (AS RESTATED)
    (AMOUNTS IN EUR MILLIONS, EXCEPT PER SHARE DATA, UNLESS OTHERWISE STATED)


1    The company and its operations

The principal  activities of Koninklijke  Ahold N.V. ("Royal Ahold",  "Ahold" or
the  "Company")  with  its  legal  seat in  Zaandam,  The  Netherlands,  are the
operation through  subsidiaries and joint ventures of retail trade  supermarkets
in the United  States of America  ("U.S."),  Europe,  Latin America and Asia and
food service activities in the U.S. and Europe.

In addition  to its  principal  activities,  certain  subsidiaries  of Ahold are
engaged in the financing, development and management of store sites and shopping
centers primarily in support of the Company's retail operations.

The subsidiaries and unconsolidated affiliates of Ahold are listed in Note 32.


2    Basis of presentation and accounting principles under Dutch GAAP

On February 24, 2003,  Koninklijke  Ahold N.V.  ("Royal  Ahold",  "Ahold" or the
"Company")  announced  that  net  income  and net  income  per  share  would  be
significantly  lower than  previously  indicated  for  fiscal  2002 and that the
financial statements for fiscal 2001 and 2000 would be restated.

In the period  after this  announcement  through  September  2003,  Ahold had to
postpone the release of its fiscal 2002 financial statements several times.

This  report  contains  Ahold's  audited   consolidated  fiscal  2002  financial
statements  (including  fiscal 2001 and fiscal 2000 as restated for  comparative
purposes).  These financial  statements do not completely  fulfill the statutory
filing  requirements  pursuant to The  Netherlands  Civil Code because an annual
directors'  report and parent  company  financial  statements  are not included.
Subsequently,   Ahold  will  fulfill  its   statutory  and   regulatory   filing
requirements as soon as practicably possible.

The  consolidated  financial  statements  of  Ahold  have  been  prepared  under
accounting  principles  generally accepted in The Netherlands  ("Dutch GAAP") as
discussed  below.  Historical  cost  is used as the  measurement  basis,  unless
otherwise indicated.  Assets and liabilities are stated at face value and income
and expenses are accounted for on an accrual  basis.  Gains are only  recognized
when realized.  Losses and risks that originated before the end of the financial
year are taken into account if they have become known before  preparation of the
financial statements.

As discussed in Note 3 the Company has restated and reclassified its comparative
consolidated financial position and results for fiscal 2001 and 2000 under Dutch
GAAP.

Ahold's  fiscal year is a 52- or 53-week  period ending on the Sunday nearest to
December 31.  Fiscal 2002,  2001 and 2000 all consisted of 52 weeks and ended on
December  29,  December  30,  and  December  31,  respectively.   The  Company's
subsidiaries  in Latin America,  Poland,  Belgium,  Czech Republic and Spain are
consolidated  using  a  calendar  year-end.   There  have  been  no  significant
intervening events at these  subsidiaries  between the Company's fiscal year-end
and the  calendar  year-end  that have a  material  impact  on the  consolidated
financial statements.


                                      F-10
<PAGE>

                                   ROYAL AHOLD
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
          FISCAL YEARS 2002, 2001 (AS RESTATED) AND 2000 (AS RESTATED)
    (AMOUNTS IN EUR MILLIONS, EXCEPT PER SHARE DATA, UNLESS OTHERWISE STATED)


The following are the significant accounting policies applied in the preparation
of the accompanying consolidated financial statements prepared under Dutch GAAP,
beginning with changes in accounting principles made in the years presented.


Changes in accounting principles


Pensions
Beginning fiscal 2002,  under Dutch GAAP, the Company  adopted,  as permitted by
the Guidelines for Annual Reporting in The  Netherlands,  Statement of Financial
Accounting  Standards  ("SFAS") No. 87 "Employers'  Accounting for Pensions" and
SFAS No. 106  "Employers'  Accounting  for  Postretirement  Benefits  Other than
Pensions" and the guidance  applicable under,  accounting  principles  generally
accepted in the U.S. ("US GAAP").  Prior to fiscal 2002, Ahold only applied SFAS
No. 87 under Dutch GAAP for its  U.S.-based  subsidiaries.  As  preferred  under
Dutch GAAP, Ahold has adjusted its Dutch GAAP comparative financial position and
results for the effect of the  adoption of SFAS No. 87 for fiscal 2001 and 2000.
The  effect  of this  change  is  presented  in Note 3. If Ahold  would not have
adopted SFAS No. 87 for its non-U.S. companies under Dutch GAAP for fiscal 2002,
the net loss for 2002 would have been approximately EUR 23 higher.

Revaluations
In fiscal 2002,  Ahold changed its accounting  policy  relating to an incidental
revaluation  of  buildings  and land in 1988.  The  accounting  change was given
retroactive  effect  in these  consolidated  financial  statements.  Dutch  GAAP
permits the incidental revaluation of properties with an offsetting entry to the
revaluation  reserve.  Ahold  will no  longer  revalue  its  properties  and has
reversed the only  revaluation it recorded in 1988 for an amount at that time of
EUR 44. As  preferred  under  Dutch  GAAP,  Ahold has  adjusted  its Dutch  GAAP
comparative  financial  position  and  results for the effect of this change for
fiscal 2001 and 2000. As a result of this change,  Ahold's  shareholders' equity
as of December 29, 2002 decreased by EUR 17. The effect of this change on fiscal
2001 and 2000 is presented in Note 3.

Goodwill and intangible assets
On November 8, 2000, The Netherlands Council for Annual Reporting ("CAR") issued
RJ 500 "Mergers and  Acquisitions"  ("RJ 500") with an effective date of January
1, 2001,  whereby  early  adoption is permitted.  Among other things,  RJ 500 no
longer permits charging  goodwill  balances  directly to  shareholders'  equity;
instead only  capitalization  of goodwill and  amortization  over its  estimated
useful  life  is  allowed.  Effective  fiscal  2000,  the  Company  changed  its
acquisition accounting for all business combinations  consummated after December
1,  2000 in  partial  response  to the new  guidance  of RJ 500 and in line with
international  developments and with proposed Dutch law.  Beginning  December 1,
2000,  goodwill  is  capitalized  and  amortized  over the period the Company is
expected to benefit from the  goodwill,  not  exceeding 20 years.  The impact of
this change in accounting  for goodwill  resulted in a decrease of the Company's
fiscal 2000 net income of EUR 5 and an increase in the  Company's  shareholders'
equity  of EUR  2,612  as of  December  30,  2000.  In  accordance  with RJ 500,
effective  January 1, 2001,  the Company is also  required to  capitalize  trade
names  acquired  as part of a business  combination.  Such trade names and other
intangible  assets are  amortized  over the period the  Company is  expected  to
benefit from these, not exceeding 20 years.

                                      F-11

<PAGE>

                                   ROYAL AHOLD
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
          FISCAL YEARS 2002, 2001 (AS RESTATED) AND 2000 (AS RESTATED)
    (AMOUNTS IN EUR MILLIONS, EXCEPT PER SHARE DATA, UNLESS OTHERWISE STATED)


Restructuring provisions
Upon adoption of RJ 500 as of January 1, 2001, the Company began  accounting for
its restructuring provisions as part of business combinations in accordance with
stricter  criteria  prescribed  by RJ 500 and revised RJ 252  "Provisions"  ("RJ
252").   These  criteria  include  the  existence  of  a  detailed  formal  plan
identifying at least (i) the business or part of a business concerned;  (ii) the
principal  locations  affected;  (iii) the  location,  function and  approximate
number of employees who will be compensated for terminating their services; (iv)
the  expenditures  that will be undertaken;  and (v) the timing of when the plan
will be implemented.  Further,  the Company must raise valid  expectations  with
those affected that it will carry out the restructuring by starting to implement
that plan or announcing  its main features to those  affected by it. In order to
enhance  internal  consistency,   Ahold  changed  its  accounting  for  business
combinations  related to  restructuring  provisions for fiscal 2002.  First, for
business  combinations in fiscal 2000 that were made after December 1, 2000 (the
date after which Ahold began capitalization of goodwill as described above under
"Goodwill"),  restructuring  provisions are only recognized upon  acquisition if
they meet all the criteria in RJ 500/RJ 252.  Therefore,  Ahold has adjusted its
financial  position and results for fiscal 2001 and 2000  accordingly to account
for such  restructuring  provisions  under RJ 500/RJ 252.  Second,  for business
combinations before December 1, 2000 for which a restructuring reserve was still
accrued as of January 1, 2001,  Ahold has  adjusted  these  reserves in order to
meet the more strict  requirements of revised RJ 252, effective January 1, 2001.
The effect of this change on fiscal 2001 is presented in Note 3.


Events after the balance sheet date
In 2002,  the CAR amended  Guideline  160 "Events  after the balance sheet date"
("RJ 160").  RJ 160 prohibits the  presentation  of dividend  payments  declared
after the  balance  sheet  date as a  liability.  Dividends  declared  after the
balance sheet date are required to be either recognized as a separate  component
of shareholders'  equity or disclosed in the notes to the financial  statements.
However,  if a company's  articles of association  require the  distribution  of
preferred  dividends and the results for the year are  sufficient  for doing so,
the amount  payable  to  holders  of  preferent  shares  must be  recorded  as a
liability. RJ 160 is effective for fiscal years beginning on or after January 1,
2003 with early adoption encouraged.  The Company adopted RJ 160 in fiscal 2002,
which did not have a material impact on these consolidated financial statements.


Principles of Consolidation
The  accompanying   consolidated   financial   statements  include  the  assets,
liabilities and results of operations of all  subsidiaries  which Ahold,  either
directly or indirectly  controls.  Intercompany  balances and transactions  have
been  eliminated in the  consolidation.  A minority  interest is recorded in the
balance sheet and the  statements of operations  for the minority  shareholders'
share in the net assets and the  income or loss of  subsidiaries,  respectively.
Ahold would not  recognize the minority  shareholders'  share in the loss to the
extent this would result in recording a minority  interest  receivable  balance,
unless the minority  shareholder  has an  obligation  to fund the  shareholders'
deficits  of the  subsidiary.  For  fiscal  2002,  2001 and 2000,  the  minority
interest  in the net  assets and income of  subsidiaries  mainly  relates to the
minority shareholders' interest in Schuitema N.V. ("Schuitema"),  in which Ahold
has a 73.2% interest and Peapod,  the U.S. on-line grocer,  in which Ahold had a
51% interest from June 2000 until August 2001 and has a 100% interest after that
date.

                                      F-12

<PAGE>

                                   ROYAL AHOLD
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
          FISCAL YEARS 2002, 2001 (AS RESTATED) AND 2000 (AS RESTATED)
    (AMOUNTS IN EUR MILLIONS, EXCEPT PER SHARE DATA, UNLESS OTHERWISE STATED)


When Ahold acquired the interest in Schuitema, Ahold agreed that Schuitema could
maintain  the  structure  regime  (rules  applicable  to large  companies in the
Netherlands)  which provides Ahold with indirect  control over Schuitema.  Under
the structure  regime,  direct control rests with Schuitema's  supervisory board
through its rights to appoint  Schuitema's  management  and approve  significant
operating  decisions.  During  the  periods  presented,  Ahold  had the right to
appoint two members and  nominate a neutral  person to serve as the  chairman of
the five member  supervisory  board. In accordance with Schuitema's  shareholder
agreement,  Ahold has the right to terminate or mitigate  the  structure  regime
after having had intensive  consultations with Schuitema's supervisory board and
its management  team and taking into account the perception of  independence  of
Schuitema in the market. Effective March 31, 2003, a new shareholders' agreement
between  Ahold and  Schuitema  has come into effect,  enhancing the influence of
Schuitema's  supervisory  board in the decision to terminate  (or  mitigate) the
structure regime.  (This development must be weighed against legal and corporate
governance  initiatives  enhancing  shareholder rights). If the structure regime
were to be abandoned (or  mitigated),  Ahold would exercise  direct control over
Schuitema  as its  majority  shareholder.  Based on these  rights  Ahold has had
effective   control  over  Schuitema  and,   accordingly,   Schuitema  has  been
consolidated for all periods presented.

Foreign currency translation
Subsidiaries,  joint ventures and equity investees record  transactions in their
functional currency, which is the principal currency of the economic environment
in which they  operate.  Transactions  in currencies  other than the  functional
currency of the  subsidiary,  joint venture and equity  investee are recorded at
the  rates  of  exchange  prevailing  at  the  date  of the  transaction  in the
accompanying  statements  of  operations.  Monetary  assets and  liabilities  in
currencies  other than the  functional  currency are  translated at the rates of
exchange  prevailing at the balance sheet date and gains and losses are reported
in the  statements  of  operations.  Exchange  gains or losses from  remeasuring
certain  intercompany loans that are determined to be of a long-term  investment
nature are recorded directly in shareholders' equity.

The Company's  reporting currency is the Euro. Upon  consolidation,  the balance
sheets  of  subsidiaries  with  functional  currencies  other  than the Euro are
translated  at the rates of  exchange  prevailing  at the end of the  year.  The
statements  of  operations   denominated  in  currencies  other  than  Euro  are
translated  at an average  exchange  rate per quarter.  The  resulting  exchange
differences are recorded directly in consolidated  shareholders'  equity and are
only  included  in income upon sale or  liquidation  of the  underlying  foreign
subsidiary or associated company.

The rates of exchange between Euro and US dollar applied were:

1 Euro = x US dollar
                                               2002        2001        2000
                                               ----        ----        ----
Balance sheet:
Year-end rate                                1.0438      0.8836      0.9424
Statements of operations:
1st quarter                                  0.8780      0.9171      0.9790
2nd quarter                                  0.9399      0.8648      0.9313
3rd quarter                                  0.9833      0.9014      0.8941
4th quarter                                  1.0016      0.8936      0.8696

                                      F-13


<PAGE>

                                   ROYAL AHOLD
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
          FISCAL YEARS 2002, 2001 (AS RESTATED) AND 2000 (AS RESTATED)
    (AMOUNTS IN EUR MILLIONS, EXCEPT PER SHARE DATA, UNLESS OTHERWISE STATED)



1 US dollar = x Euro
                                               2002        2001        2000
                                               ----        ----        ----
Balance sheet:
Year-end rate                                0.9580      1.1317      1.0611
Statements of operations:
1st quarter                                  1.1389      1.0904      1.0215
2nd quarter                                  1.0640      1.1563      1.0738
3rd quarter                                  1.0170      1.1094      1.1184
4th quarter                                  0.9984      1.1191      1.1500

Use of estimates
The preparation of Ahold's consolidated  financial statements in conformity with
Dutch GAAP requires management to make estimates and assumptions that affect the
reported  amounts of assets and  liabilities  and the  disclosure  of contingent
assets and liabilities at the date of the consolidated financial statements, and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Significant  estimates  include  those  required  in the  accounting  for vendor
allowances,  purchase accounting,  impairment of long-lived assets, pensions and
other post-retirement benefits,  self-insurance and income taxes. Actual results
could differ from those estimates.

All assumptions,  anticipations,  expectations and forecasts used as a basis for
certain  estimates  within  the  consolidated   financial  statements  represent
good-faith assessments of the Company's future performance for which it believes
there is a reasonable  basis and  represent  the  Company's  view only as of the
dates they are made.  It involves  known and unknown  risks,  uncertainties  and
other factors that could cause the Company's actual future results,  performance
and achievements to differ materially from those forecasted.


Certain risks and concentrations
The Company's  product  revenues are concentrated in the retail and food service
industry, which is highly competitive and heavily subject to changes in customer
behavior.  Significant  changes in the  industry  or customer  behavior,  or the
emergence of competitive  markets could adversely affect the Company's operating
results.  Also, a majority of the Company's revenue is derived from sales in the
food industry,  whereby the results of operations are highly dependent on vendor
allowances.  Significant  changes  in the  pricing  and  purchase  terms in this
industry could adversely affect operating  results.  In addition,  a significant
portion of the  Company's  revenue and  results of  operations  is derived  from
international  activities.  Fluctuations of the Euro against foreign currencies,
such as the U.S. Dollar,  changes in local regulatory or economic  conditions or
significant  dislocations in local distribution  channels could adversely affect
the Company's operating results.

The  Company  maintains  the  majority  of  its  cash  balances  and  all of its
short-term investments with no more than ten financial institutions. The Company
invests with high credit quality financial  institutions and, by policy,  limits
the amount of credit exposure to any one financial institution.  The Company has
accounts receivable from several customers in the food service industry and from
time to time sells certain  receivables by way of securitizations  and retains a
participating  interest.  Management  of the  Company  performs  ongoing  credit
evaluations of its customers and maintains allowances for doubtful accounts.

                                      F-14

<PAGE>

                                   ROYAL AHOLD
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
          FISCAL YEARS 2002, 2001 (AS RESTATED) AND 2000 (AS RESTATED)
    (AMOUNTS IN EUR MILLIONS, EXCEPT PER SHARE DATA, UNLESS OTHERWISE STATED)


Liquidity and capital resources
Beginning  in early  2003,  Company-specific  business  challenges  arising as a
result of the  February  24,  2003  announcement  and  subsequent  developments,
described in Note 3 negatively  affected the  Company's  cash  availability  and
created marketplace concerns regarding its liquidity.  This, among other things,
led to credit rating downgrades that, coupled with accounting irregularities and
errors and the resulting  delay in the  announcement  of the Company's  results,
caused the Company to lose, to a significant extent,  access to capital markets,
which  historically was an important  source of funding for the Company.  Due to
these  events  and their  consequent  impact on the  Company's  compliance  with
financial  covenants in its then-existing  credit facilities,  on March 3, 2003,
the Company entered into a new 2003 credit facility (the "2003 Credit Facility")
to provide it with  liquidity to stabilize the Company,  replace its 2002 credit
facility and cover maturing debt obligations.  The 2003 Credit Facility provides
for  aggregate  borrowings  of up to EUR 600  million  and USD 2.2  billion  and
expires in February 2004.

The 2003 Credit  Facility  requires the Company and some of its  subsidiaries to
comply with various covenants  (financial and otherwise) which may significantly
restrict,  and in some cases may prohibit, the Company's ability and the ability
of those  subsidiaries  to incur  additional  debt,  create or incur liens,  pay
dividends or make other equity distributions, create restrictions on the payment
of dividends or other amounts by those  subsidiaries,  make loans,  acquisitions
and investments,  incur capital expenses,  sell assets, issue or sell the equity
of subsidiaries and retire or defease certain debt. It also requires the Company
to  maintain a  specified  ratio of adjusted  operating  income to net  interest
expense.  Certain  other debt  instruments  of the Company also contain  various
financial and restrictive  covenants.  In the event that the Company or any such
subsidiaries were to fail to meet any of these covenants and were unable to cure
any breach or obtain  consents to waivers of  non-compliance  with or  otherwise
renegotiate  these  covenants,  the lenders  under the 2003 Credit  Facility and
other credit  agreements  and debt  instruments,  counterparties  to  derivative
instruments  and lessors under some of the Company's  operating  leases would be
able to elect to accelerate  their final maturities and in some cases would have
significant  rights  to sell or  otherwise  enforce  upon  assets  pledged.  The
counterparties  under these  various  contracts  could also require the Company,
among other things,  to pay penalties,  support its obligations  with letters of
credit or renegotiate for less favorable terms.

The timely payment of amounts due in the near-term on the Company's  outstanding
indebtedness and the continued funding of its business will require  substantial
cash resources.  As of fiscal year-end 2002, EUR 1,272,  EUR 43 and EUR 2,520 of
the Company's  outstanding  long- and short-term  borrowings,  excluding amounts
which have been repaid  during 2003,  will become due and payable in 2003,  2004
and 2005,  respectively.  In addition, as of September 15, 2003, the Company had
USD 750 and EUR 600 drawn in loans and USD 353 in letters of credit issued under
the 2003 Credit Facility.  The Company's current level of indebtedness and other
commitments and  contingencies  could affect its operations in a number of ways,
including (1)  requiring it to dedicate a  substantial  portion of our cash flow
from  operations to service debt, (2) limiting its ability to obtain  additional
debt financing in the future for working  capital,  capital  expenditures  or to
refinance  existing debt,  (3) limiting its  flexibility in reacting to industry
changes and economic  conditions  generally  and (4) placing it at a competitive
disadvantage.

As  announced on September 4, 2003,  under the  direction of the  Company's  new
President and Chief Executive Officer and new Chief Financial Officer, a primary
focus of the Company is on debt

                                      F-15

<PAGE>

                                   ROYAL AHOLD
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
          FISCAL YEARS 2002, 2001 (AS RESTATED) AND 2000 (AS RESTATED)
    (AMOUNTS IN EUR MILLIONS, EXCEPT PER SHARE DATA, UNLESS OTHERWISE STATED)


reduction through  divestments,  improving  performance and generating free cash
flow with working capital management and scrutinizing capital expenditures. Cost
reduction programs also have been announced and are being implemented throughout
the  Company.  The  Company  has begun  divesting  and will  continue  divesting
non-core businesses and consistently under-performing assets, either in whole or
in part, in an effort to focus on core operations.  As part of the Company's new
strategic framework,  the scope of this divestment program will be expanded,  as
the  Company  intends  to review its  portfolio  of  businesses  with a focus on
operations and formats that are capable of appropriate levels of growth and have
the  potential to become  market  leaders.  The Company is assessing the options
available for refinancing existing debt and reducing leverage.

The Company will continue to assess its liquidity position and potential sources
of  supplemental  liquidity  in  view of its  operating  performance  and  other
relevant  circumstances.  Because  cash  flow  from  operations  alone  will  be
insufficient to repay all of the Company's maturing indebtedness,  the Company's
ability to have sufficient  liquidity will depend on, among other things:  being
able to implement  successfully its strategic plans;  generating cash flows from
operations  and from the sale of  assets;  complying  with the terms of its debt
agreements  and  other  contractual  obligations,   including  the  2003  Credit
Facility;  refinancing its existing debt obligations,  including the 2003 Credit
Facility,  obtaining  bank loans,  raising equity or issuing debt in the capital
markets; and maintaining credit ratings.

If funds from these  anticipated  sources are not available on a timely basis or
on satisfactory  terms or at all or if these sources are insufficient to pay the
Company's  obligations as they mature or to fund the Company's  liquidity needs,
the  Company  and its  subsidiaries  may be forced  to reduce or delay  business
activities or refinance all or a portion of its debt on or before  maturity.  In
addition,  if the  Company's  estimates  of cash  flow,  expenses  or capital or
liquidity requirements change or are inaccurate, it may need to raise additional
funds.  As a  consequence  of the issues  announced on February  24,  2003,  and
subsequent  related  events,   the  credit  rating  downgrades,   the  Company's
consolidated net losses for fiscal 2002, its high debt level and the pledge of a
substantial  portion  of its  assets  to  secure  indebtedness,  it may be  more
difficult  for the Company to refinance  its debt,  raise  additional  funds and
improve  liquidity  on  favorable  terms.  If the  Company  is  unable  to raise
additional  financing when needed,  this could  materially  adversely affect its
financial condition, results of operations and liquidity.

In light of its strategic  framework and based on current  levels of operations,
the Company's  management  expects to meet short and mid-term  working  capital,
capital expenditures and scheduled indebtedness repayment requirements with cash
from operations,  proceeds from asset  divestitures and the refinancing of debt,
including  the 2003 Credit  Facility,  through  accessing  the capital  markets,
obtaining bank loans or otherwise.


Intangible assets
Intangible  assets  primarily  consist  of  goodwill,   brand  names,   customer
relationships,  favorable  operating  lease  contracts  and trade name  licenses
acquired in business acquisitions. Intangible assets also consist of contractual
lease rights and software costs  separately  acquired and developed  internally.
These assets are recorded at fair value determined at the date of acquisition of
the related  underlying  business,  or at cost if they are internally  developed
(i.e., software) or separately acquired.

                                      F-16

<PAGE>

                                   ROYAL AHOLD
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
          FISCAL YEARS 2002, 2001 (AS RESTATED) AND 2000 (AS RESTATED)
    (AMOUNTS IN EUR MILLIONS, EXCEPT PER SHARE DATA, UNLESS OTHERWISE STATED)


Goodwill  represents the excess of the cost of businesses acquired over the fair
market value of identifiable  net assets at the dates of  acquisition.  Prior to
December 2000, goodwill was charged directly to shareholders' equity.  Beginning
December 1, 2000,  goodwill is  capitalized  and  amortized  over the period the
Company is expected to benefit from the goodwill, not exceeding 20 years.

Customer  relationships acquired in business acquisitions after January 1, 2001,
have been capitalized at fair value determined using the royalty method, whereby
the fair value is based on the present value of the estimated  royalty  payments
that  would be  expected  to be paid for the use of the  customer  relationship.
Amortization of customer relationships is calculated over their estimated useful
lives, ranging from seven to ten years.

Favorable  operating  lease  contracts  acquired  in business  acquisitions  are
capitalized based on the present value of the amount by which the contract terms
are favorable  relative to market prices at the date of  acquisition.  Favorable
operating lease contracts are amortized over the remaining duration of the lease
agreements.

Beginning  January 1, 2001,  trade names acquired are  capitalized and amortized
over the period the  Company is expected  to benefit  from the trade  name,  not
exceeding 20 years.  Trade name licenses  acquired have been capitalized at fair
value  determined  using the royalty method,  whereby the fair value is based on
the present value of the estimated royalty payments that would be expected to be
paid for the use of the trade name.

Direct  costs  relating to the  development  of software  for  internal  use are
capitalized  after  technological  feasibility has been  established.  All costs
incurred prior to the  establishment  of technological  feasibility,  as well as
overhead,  general and  administrative  and  training  cost  incurred  after the
establishment   of   technological   feasibility   are   expensed  as  incurred.
Amortization  is  calculated  over the  anticipated  useful life of the software
assets, ranging from three to five years.

Leases and sale and leaseback transactions
Ahold is the lessee of equipment  and  buildings  under  various  operating  and
capital leases. In accordance with Dutch GAAP, the Company classifies its leases
as capital  leases or operating  leases  based upon whether the lease  agreement
transfers  substantially  all the risks and  rewards  of  ownership.  For leases
determined to be capital  leases,  an asset and  liability are  recognized at an
amount equal to the lower of fair value of the leased asset or the present value
of the minimum lease payments  during the lease term.  Such assets are amortized
on a  straight-line  basis over the  shorter of the lease term or the  estimated
useful  life  of  the  asset  taking  into  account  the  residual  value,  with
depreciation  included in  depreciation  expense.  Leases that do not qualify as
capital  leases are  classified  as  operating  leases,  and the related  rental
payments are  expensed on a  straight-line  basis over the lease term.  Payments
made to the Company  representing  incentives to sign a new lease are recognized
on a straight-line basis over the term of the new lease.

Ahold also enters into sale and leaseback  arrangements  with various  financial
institutions,  whereby the Company  sells certain of its retail  properties  and
simultaneously  leases  them  back from the  purchaser.  Generally,  only  minor
continuing  involvement  in  these  properties  other  than the  required  lease
payments is maintained. If these transactions are established at fair value, and
substantially all

                                      F-17

<PAGE>

                                   ROYAL AHOLD
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
          FISCAL YEARS 2002, 2001 (AS RESTATED) AND 2000 (AS RESTATED)
    (AMOUNTS IN EUR MILLIONS, EXCEPT PER SHARE DATA, UNLESS OTHERWISE STATED)


risks and rewards of ownership are transferred to the buyer-lessor,  the gain or
loss  on the  transactions  is  recognized  in the  consolidated  statements  of
operations immediately.  If not, the transactions are recorded as financings and
any gains are deferred and amortized  over the term of the lease,  whiler losses
are recognized immediately.  If not, the transactions are recorded as financings
and any gains are  deferred  and  amortized  over the term of the  lease,  while
losses are recognized immediately.

In some instances, Ahold incurs construction costs for properties expected to be
completed  and sold within one year in sale and  leaseback  transactions.  These
construction  costs are  classified as other  current  assets until the sale and
leaseback occurs.

Tangible fixed assets
Tangible  fixed assets are stated at cost or the fair value at the time they are
acquired in a business acquisition, less accumulated depreciation.  Expenditures
for  improvements  are  capitalized;  repairs and  maintenance  are  expensed as
incurred.  Prior to 2001, major repairs and maintenance projects were accrued as
the related assets were used. Effective January 1, 2001, upon the adoption of RJ
252,  the Company  began  expensing  the cost of major  repairs and  maintenance
projects as incurred.  Depreciation is computed using the  straight-line  method
based on the estimated  useful lives of the related assets,  taking into account
the  residual   value.   Depreciation   of  capitalized   leases  and  leasehold
improvements  is  calculated  over the lesser of the lease term or the estimated
useful life of the asset. The estimated useful lives are:

         Stores                     30 - 40 years
         Other buildings            25 - 30 years
         Leasehold improvements      7 - 12 years
         Machinery and equipment     3 - 12 years
         Other fixed assets          5 - 8 years

The useful  life of land is  considered  indefinite.  Interest  incurred  during
construction  is  capitalized  as  part of the  related  asset,  if the  Company
financed the construction with borrowings.

Impairment of long-lived assets
Fixed and  intangible  assets  held and used by the Company  are  evaluated  for
impairment if there are changes in circumstances that indicate that the carrying
amount of the assets may not be recoverable. Recoverability of assets to be held
and used is measured by a comparison  of the carrying  amount of an asset to its
recoverable  amount,  calculated  as the higher of the net selling  price or the
discounted  future net cash flows  expected  to result from the use of the asset
and its eventual  disposition.  Fixed and  intangible  assets are grouped at the
lowest level of  identifiable  cash flows for this analysis  (e.g. on a store by
store basis),  while  goodwill is grouped and assigned to each reporting unit of
the Company,  defined as one level below its operating segments.  If such assets
are  considered  to be impaired,  the  impairment  recognized is measured as the
amount by which the  carrying  amount of the assets  exceeds the net  realizable
value of the assets and is recorded as a charge to  operating  income.  The most
significant  estimates  made in  determining  discounted  future  net cash flows
include the selection of the appropriate  discount rates,  residual asset values
and the number of years on which to base the cash flow  projections.  Generally,
fixed and intangible assets to be disposed are reported at the lower of carrying
amount or fair value less cost to sell the assets.

                                      F-18

<PAGE>

                                   ROYAL AHOLD
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
          FISCAL YEARS 2002, 2001 (AS RESTATED) AND 2000 (AS RESTATED)
    (AMOUNTS IN EUR MILLIONS, EXCEPT PER SHARE DATA, UNLESS OTHERWISE STATED)


Investments in joint ventures and equity investees
Investments in joint ventures and other companies ("equity  investees") in which
Ahold does not have the ability to directly or indirectly  control the financial
and  operating  decisions,  but does  possess the  ability to exert  significant
influence,  are accounted for using the equity method.  Under the equity method,
as  applied  under  Dutch  GAAP,  the  investment  is carried at the cost of the
Company's  share in the net  assets of the  joint  venture  or  equity  investee
excluding  goodwill,  plus  the  Company's  share  in  income  or  losses  since
acquisition,  less dividends received. Ahold's share in the net income (loss) of
these  investments  is  recorded  in the line  "Share in income  (loss) of joint
ventures and equity  investees" in the  consolidated  statements of  operations.
Generally,  significant  influence  is  presumed to exist if at least 20% of the
voting  stock is owned by Ahold.  Goodwill  arising from these  acquisitions  is
recorded  under  goodwill on the balance sheet and  amortized  over a period not
exceeding 20 years.  Amortization  of goodwill is recorded in the line "Goodwill
and intangible asset amortization" in the consolidated statements of operations.

Equity  investees  in  which  Ahold  does  not  have  the  ability  to  exercise
significant influence are accounted for by the cost method.  Dividends and other
gains and losses from these  investments  are recorded  under  "Other  financial
income and expense" in the consolidated statements of operations.

The Company  periodically reviews its equity investments for which fair value is
less than the carrying  value to determine if the decline in value is other than
temporary.  If the  decline  in value is judged to be other than  temporary,  an
impairment  loss is recognized in operating  income to reduce the carrying value
of the investment to its fair value.

In case an equity investees'  equity becomes negative,  the Company continues to
record the share in losses for those equity  investees in  "investments in joint
ventures  and  equity  investees",  if it  has  either  issued  declarations  of
assumption of liability or has a firm  intention to enable,  up to the Company's
share,  payments of debts by the equity  investee.  Any direct or indirect loans
with  those  equity   investees   are  provided  for  to  the  extent  of  their
non-recoverable amount.


Value Added Service Providers
The Company's wholly owned food service subsidiary in the U.S., U.S. Foodservice
("USF")  has  product  financing  arrangements  with five  Value  Added  Service
Providers ("VASPs").  USF does not own any shares in the VASPs, nor does it have
any voting  interest in these  companies.  Each VASP, at the request or with the
consent of USF,  will  purchase  certain  commodities  and  products  from third
parties,  then mark-up and resell such products to USF. Although these VASPs are
not owned by USF, they are almost entirely  dependent on their sales to USF. The
VASPs  provide  varying  degrees of support to USF  primarily in the purchase of
private  label and  signature  brand  products.  USF engages in direct  business
discussions  with  the  VASPs'  ultimate   vendors  to  ensure  price,   product
specification  and quality  requirements are met and to take advantage of volume
purchasing  power.  The VASPs'  purchases are funded almost entirely by USF with
interest-free  advances and by the extension of trade credit by vendors, some of
which has been  guaranteed  by USF. A portion of the VASP sales  price to USF is
subsequently  passed  back to USF,  leaving the VASP with a  predetermined,  per
transaction fee. The transaction fee, which includes  reimbursements for holding
costs  associated  with the inventory are intended to be sufficient to allow the
VASPs to recover substantially all of its operating costs with a limited profit.
USF uses the  invoice  price  from  the  VASPs as its cost in sales  made to its
customers

                                      F-19

<PAGE>

                                   ROYAL AHOLD
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
          FISCAL YEARS 2002, 2001 (AS RESTATED) AND 2000 (AS RESTATED)
    (AMOUNTS IN EUR MILLIONS, EXCEPT PER SHARE DATA, UNLESS OTHERWISE STATED)


under "cost plus" contracts.  Additionally,  since USF has guaranteed certain of
the  obligations  of the  VASPs and  ultimately  retains  the risks and  rewards
related to the inventory and related payables of the VASPs,  Dutch GAAP requires
the  recognition  of certain of these  inventories  and related  payables of the
VASPs within Ahold's consolidated financial statements.

As of December 29, 2002 and December 30, 2001, the Company has recorded accounts
receivable due from the VASPs of EUR 116 and EUR 102, respectively, and payables
to the  VASPs  in the  amount  of EUR 159 and EUR 87.  Additionally,  Ahold  has
recorded VASP  inventory and related trade  payables in the amount of EUR 59 and
EUR 46 at December 29, 2002 and December 30, 2001,  respectively.  Approximately
EUR 2.8 billion, EUR 1.7 billion and EUR 0.9 billion, representing approximately
18%, 16% and 16% of USF's cost of sales  related to purchases  through  VASPs in
fiscal 2002, 2001 and 2000, respectively.


Inventory
Inventory is stated at the lower of cost or net realizable value. Cost comprises
all costs of purchase,  cost of conversion  and other costs incurred in bringing
the  inventories  to  their  present  location  and  condition,  net  of  vendor
allowances applicable to inventory.  The cost of inventories is determined using
the first-in, first-out (FIFO) method.


Accounts receivable
Accounts  receivable are carried at estimated net realizable  value.  Allowances
are  recorded,  if  necessary,  in an  amount  considered  by  management  to be
sufficient to meet future losses related to the  collectibility  of the accounts
receivable.   The  Company  sells  certain  customer   receivables  to  specific
non-consolidated  qualifying  special purpose  entities in return for cash and a
participation  interest in these companies.  Losses on sales of receivables vary
on a monthly basis and are generally  related to short-term  interest rates that
are charged to the Company on its participation  interest.  Accounts  receivable
sold under these conditions are excluded from accounts  receivable  presented in
the  Company's  consolidated  balance  sheets.  The  retained  interest  in  the
qualifying special purpose entities is included in accounts receivable presented
in the Company's consolidated balance sheet.


Cash and cash equivalents
Cash and cash  equivalents  include  all cash on hand  balances  and  short-term
highly liquid investments with original maturities of three months or less.


Derivative financial instruments
The  Company  utilizes  derivative  financial  instruments  to hedge its primary
market risk  exposures,  including  risks related to foreign  currency  exchange
rates,  interest  rates,  and to a lesser  extent,  exposure to commodity  price
movements.  Derivative  instruments  designated  and  qualifying as hedges under
applicable  hedge  accounting  rules are not included in the  Company's  balance
sheet;  rather,  any associated  gains or losses on the instruments are deferred
and are  recognized  in the  statement of operations in the same period in which
the  underlying  hedged  exposure  affects  earnings.  Instruments  that are not
designated as hedges, or that fail to qualify for hedge accounting, are included
in the Company's  balance sheet at fair value,  with changes in value recognized
in current period income.

                                      F-20

<PAGE>

                                   ROYAL AHOLD
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
          FISCAL YEARS 2002, 2001 (AS RESTATED) AND 2000 (AS RESTATED)
    (AMOUNTS IN EUR MILLIONS, EXCEPT PER SHARE DATA, UNLESS OTHERWISE STATED)


Stock-based compensation
The  Company  accounts  for  its  stock-based   compensation   plans  using  the
intrinsic-value  method  prescribed under Dutch GAAP.  Accordingly,  the Company
computes compensation costs for each employee stock option granted as the amount
by which the quoted market price of the  Company's  common shares on the date of
grant exceeds the exercise price of the stock option. Note 11 presents pro forma
disclosures of net income (loss) and net income (loss) after preferred dividends
per share as if the fair-value based method of accounting had been applied.

Pension and postretirement benefits
Ahold has pension, supplemental health and welfare plans in The Netherlands, the
U.S. and in other areas of its business. The plans cover a substantial number of
employees  within  The  Netherlands,  the U.S.  and  other  areas  and have been
established in accordance  with  applicable  legal  requirements,  customs,  and
existing circumstances in each area of its business. The plans are accounted for
under the  provisions of SFAS No. 87 and SFAS No. 106, in its primary  financial
statements as specifically allowed under Dutch GAAP.

Under  SFAS  Nos.  87  and  106,  the  determination  of the  projected  benefit
obligation and net periodic  pension/benefit  cost is dependent on the selection
of assumptions by management to be used by actuaries in measuring these amounts.
The assumptions used are described in Note 22 and include,  as appropriate,  the
discount  rate,  the  expected  long-term  rate of return on plan assets and the
rates of increase in  compensation  and health  care costs,  employee  turnover,
mortality and retirement  ages,  future salary and benefit  levels,  claim rates
under medical plans and future medical costs. Differences between actual results
and those expected based on the  assumptions  are accumulated and amortized over
future  periods.  Net periodic  pension/benefit  cost  primarily  represents the
increase in the benefit obligation  attributable to service during the year plus
the  interest on the  beginning  of the year benefit  obligation  (a  discounted
measurement), net of the expected return on plan assets.

In the event that the accumulated benefit obligation, calculated as the
actuarial present value of the benefits attributed to employee service rendered
until the balance sheet date and based on historical compensation levels (i.e.
without assumptions of future compensation levels), exceeds the fair value of
the plan assets and (i) such excess is greater than the existing accrued pension
liabilities, (ii) an asset has been recognized as prepaid pension cost, or (iii)
no accrued or prepaid pension cost has been recognized, such excess, plus any
existing prepaid pension asset or minus any existing accrued pension costs, is
recognized as an additional minimum pension liability. The corresponding offset
is recorded as a separate component of the Company's shareholders' equity.

Obligations  for  contributions  to   defined-contribution   pension  plans  are
recognized as expenses as incurred in the consolidated statements of operations.

In certain  areas of its  business,  the Company  also  provides  postretirement
benefits  other than  pensions.  The cost  relating  to such  benefits  consists
primarily of the present  value of the benefits  attributed on an equal basis to
each year of service,  interest cost on the accumulated  postretirement  benefit
obligation,  which is a discounted  amount, and amortization of the unrecognized
transition obligation.

                                      F-21

<PAGE>

                                   ROYAL AHOLD
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
          FISCAL YEARS 2002, 2001 (AS RESTATED) AND 2000 (AS RESTATED)
    (AMOUNTS IN EUR MILLIONS, EXCEPT PER SHARE DATA, UNLESS OTHERWISE STATED)


Unrecognized  prior service  costs  related to pension plans and  postretirement
benefits other than pensions are amortized by assigning a proportional amount to
the consolidated  statements of operations over a number of years reflecting the
average remaining service period of the active employees.

Pension information for all plans is presented in a form that is consistent with
the  relevant US GAAP  standard,  SFAS No. 132,  "Employers'  Disclosures  about
Pensions and Other  Postretirement  Benefits".  Ahold adopted this statement for
plans outside the U.S. for fiscal 2002 to unify its principles of accounting for
these plans. The comparative balance sheet and statement of operations have been
restated to reflect the effect of a change in  accounting  policy,  as permitted
under Dutch GAAP, and as further described in this Note and in Note 3.

Deferred income taxes
Deferred income tax assets and liabilities are recorded for the estimated future
tax  consequences of events  attributable  to differences  between the financial
statement  carrying  amounts  of  existing  assets  and  liabilities  and  their
respective  tax bases and for  operating  loss and tax  credit  carry  forwards.
Deferred tax assets and  liabilities  are measured using enacted rates in effect
in the year the temporary  differences  are expected to be recovered or settled.
The effect on  deferred  tax assets and  liabilities  of changes in tax rates is
recognized  in the  Company's  statements  of  operations  in the  period of the
enactment of the change in tax rates. Deferred tax assets are recognized without
a valuation allowance only to the extent that it is probable that a benefit will
be realized in the future based on currently available evidence.  If a valuation
allowance  is recorded  against  deferred  tax assets  related  with an acquired
entity's  deductible  temporary  differences or net operating loss or tax credit
carry  forwards at the  acquisition  date,  the  subsequent  realization  of tax
benefits for those items is applied to (a) first, to reduce to zero any goodwill
related to the  acquisition,  (b)  second,  to reduce to zero  other  intangible
assets related to the acquisition, and (c) third, to reduce income tax expense.

All current and  non-current  deferred tax assets and  liabilities of tax-paying
components of the Company within each particular tax jurisdiction are offset and
presented  as a single  amount,  respectively.  Current  deferred tax assets and
liabilities are not significant for the periods presented.


Restructuring provisions
A  restructuring  provision is recognized  when certain  criteria are met. These
include the existence of a detailed  formal plan,  identifying  at least (i) the
business or part of a business concerned; (ii) the principal locations affected;
(iii) the  location,  function and  approximate  number of employees who will be
compensated for terminating  their services;  (iv) the expenditures that will be
undertaken;  and (v) the timing of when the plan will be  implemented.  Further,
the Company  must raise a valid  expectation  with those  affected  that it will
carry out the restructuring by starting to implement that plan or announcing its
main features to those  affected by it. The provision is limited to  termination
payments to  employees,  continuing  rent  obligations,  and other  expenditures
necessarily entailed by the restructuring.


Other provisions
Ahold  recognizes  provisions for liabilities and probable losses that have been
incurred  as of the  balance  sheet  date  and can be  reasonably  estimated.  A
provision is recognized when (i) the Company

                                      F-22

<PAGE>

                                   ROYAL AHOLD
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
          FISCAL YEARS 2002, 2001 (AS RESTATED) AND 2000 (AS RESTATED)
    (AMOUNTS IN EUR MILLIONS, EXCEPT PER SHARE DATA, UNLESS OTHERWISE STATED)


has a present  obligation  (legal or  constructive)  as a result of a particular
event;  (ii) it is  probable  that an outflow of  resources  embodying  economic
benefits  will be  required  to settle  the  obligation,  and  (iii) a  reliable
estimate can be made of the amount of the obligation.

Other provisions  include  commitments for supplementary or severance  payments.
The  supplementary  payments  relate to occupational  disability.  The severance
payments  relate to  commitments  of the Company  made to  terminate  employment
before the normal  retirement  date or the  termination of redundant  personnel.
Ahold  accrues  occupational  disability  and  severance  payments  that vest or
accumulate if the employee's rights to the payments are attributable to services
already  rendered  and if payment is probable and can be  reasonably  estimated.
When severance payments are part of a restructuring activity, this determination
is made in accordance with the policy on restructuring stated above.

The Company also records  provisions for unavoidable costs to fulfill agreements
that exceed the  expected  gains from such  agreements.  Provisions  for claims,
disputes and legal  proceedings  are recorded if it is probable that the Company
will be liable in a proceeding,  for the estimated amount at which the liability
can be settled.  If the amount for which the liability can be settled  cannot be
reliably estimated,  the claim, dispute or legal proceeding is disclosed,  if it
is expected to be significant.

All  provisions  are   undiscounted,   with  the  exception  of  provisions  for
unfavorable lease contracts.  Such provisions are stated at the present value of
the future obligations.

The Company is  self-insured  for certain losses  related to general  liability,
commercial auto liability and workers'  compensation.  The Company has stop-loss
coverage to limit the exposure  arising from these  claims.  It is the Company's
policy to record its  self-insurance  liabilities  based on claims  filed and an
estimate of claims incurred but not yet reported.  The Company's estimate of the
required  liability of such claims is recorded on a discounted basis,  utilizing
an actuarial method,  which is based upon various assumptions that include,  but
are not limited to,  historical  loss  experience,  projected  loss  development
factors, actual payroll costs and other data.


Net sales
Ahold generates and recognizes sales to retail customers at the point of sale in
its stores and upon  delivery of  groceries  to Internet  customers.  Ahold also
generates  sales from the sale of products to food service  customers and retail
franchisees,  which are recognized upon delivery. In addition,  Ahold recognizes
income from franchisee fees based on contractual  arrangements  over the term of
the contracts.  Sales to retail  franchisees  and franchise fees amounted to EUR
1,281,  EUR 1,181 and EUR 1,090 for fiscal  2002,  2001 and 2000,  respectively.
Discounts  earned by  customers  through  agreements  or by using their bonus or
loyalty cards,  are recorded by the Company as a reduction of the sales price at
the time of the sale.

Generally,  sales and cost of sales are recorded on a gross basis,  based on the
gross amount  collected from the customer and the amount paid for the product to
the vendor.  However,  for certain  products or  services,  such as the sales of
lottery   tickets,   third-party   prepaid   phone  cards,   stamps  and  public
transportation  tickets that the Company sells,  the Company has determined that
it acts as the de facto agent  based on criteria as set forth in the  Guidelines
for Annual Reporting in The Netherlands 270

                                      F-23

<PAGE>

                                   ROYAL AHOLD
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
          FISCAL YEARS 2002, 2001 (AS RESTATED) AND 2000 (AS RESTATED)
    (AMOUNTS IN EUR MILLIONS, EXCEPT PER SHARE DATA, UNLESS OTHERWISE STATED)


"Statement  of  Operations".  For these  transactions,  the Company  records the
amount of the net margin in its sales.

Cost of sales
This includes the purchase  price of the products  sold, as well as the costs of
purchasing,  storing, rent,  depreciation of tangible fixed assets, salaries and
transporting the products. Vendor allowances are generally deducted from cost of
sales.

Vendor allowances
The Company receives various types of vendor  allowances in the form of up-front
payments  (or lump sum  payments or pre-paid  amounts),  rebates (in the form of
cash or  credits),  and other  forms of  payments  that  effectively  reduce the
Company's  cost of goods  purchased  from the vendor or the cost of  promotional
activities conducted by the Company that benefit the vendor.

The most common allowances offered by vendors are (i) volume  allowances,  which
are  off-invoice  or amounts  billed  back to vendors  based on the  quantity of
products  sold to customers or  purchased  from the vendor and (ii)  promotional
allowances,  which  relate to  cooperative  advertising  and market  development
efforts.  Vendor  allowances  are only  recognized  in income if  evidence  of a
binding arrangement exists with the vendor. The timing of recognition depends on
the  facts  and  circumstances  as  described  below  for the  various  types of
arrangements.

Slotting  and  stocking  allowances  that  are paid by  vendors  in  return  for
introducing  their new  products  in a store,  up-front  payments by vendors and
rebates  received  relating to volume  allowances are recognized on a systematic
basis as a reduction of the purchase  price of the related  products as they are
purchased  or sold.  If these  volume  allowances  are  contingent  on achieving
certain minimum volume targets, the allowances are recognized only to the extent
it is probable that the minimum  volume  targets will be achieved and the amount
of the allowance can be reasonably estimated.

Scan billback  promotional programs involve amounts billed back to vendors based
on scan data in some cases  adjusted to  compensate  for scanning  errors and/or
administrative costs.

Payments from vendors for  promotional  allowances  are  initially  deferred and
subsequently  recognized  when the  advertising  or other  marketing  activities
specified  in the contract  are  performed by the Company for the vendor.  If no
specific  performance  criteria are defined in the  contract,  the  allowance is
deferred over the term of the contract.

Other vendor allowances  mainly relate to display  allowances paid by vendors in
return for displaying  their products in a specific manner or location and other
lump sum payments.  These payments are generally  recognized as an offset to the
cost of products  sold over the term of the  agreement if a specific  commitment
term is indicated or upon completing the criteria indicated in the contract.

Selling expenses
Selling  expenses  consist  of wages and  salaries  of retail  and food  service
personnel,   store  expenses,  rent  of  stores  and  food  service  facilities,
depreciation  of Company owned  locations,  advertising  costs and other selling
expenses.

                                      F-24

<PAGE>

                                   ROYAL AHOLD
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
          FISCAL YEARS 2002, 2001 (AS RESTATED) AND 2000 (AS RESTATED)
    (AMOUNTS IN EUR MILLIONS, EXCEPT PER SHARE DATA, UNLESS OTHERWISE STATED)


General and administrative expenses
General and  administrative  expenses  consist of salaries  and wages of Ahold's
operating  companies'  main  offices and  Ahold's  corporate  offices,  rent and
depreciation  of those  facilities,  restructuring  costs and other  general and
administrative expenses.

Net income (loss) after preferred dividends per common share
Net income (loss) after preferred dividends per common share - basic is computed
using the  weighted  average  number of common  shares  outstanding  during  the
period.  Net income (loss) after preferred  dividends per common share - diluted
incorporates the dilutive effect of incremental shares issuable upon the assumed
exercise  of  stock  options  and  upon  assumed  conversion  of  the  Company's
convertible subordinated notes as if conversion to common shares had occurred at
the beginning of the fiscal year.  Net income (loss) after  preferred  dividends
also has been  adjusted for  interest  expense on the  convertible  subordinated
notes in  calculating  net income  (loss) after  preferred  dividends per common
share - diluted.  The weighted  average  number of common shares  outstanding is
retroactively adjusted for stock dividends.


Consolidated statement of cash flows
The  consolidated  statements  of cash  flows is  presented  using the  indirect
method,  in a form  that is  consistent  with  that  required  by  International
Accounting  Standard  No. 7 "Cash flow  statements".  The  changes in assets and
liabilities of  subsidiaries  and equity  investees with  functional  currencies
different than the Euro,  are  translated per quarter using an average  exchange
rate. The cash flows are adjusted for changes in assets or liabilities  that are
acquired in business  acquisitions.  The net balance of the acquired  assets and
liabilities is presented,  including the goodwill paid, on the line "Acquisition
of consolidated  subsidiaries".  Cash flows resulting from exceptional items are
accounted  for by their  nature  as cash  flows  from  operating,  investing  or
financing activities.

Recently issued Dutch GAAP accounting pronouncements
In 2002, the CAR amended  Guideline 270 "Profit and loss account" ("RJ 270"). RJ
270 changed the definitions of an "exceptional item" and an "extraordinary item"
in  the  statements  of  operations.  Exceptional  items  relate  to  events  or
transactions   resulting  from  ordinary  operations  that  must  be  separately
presented  because  of  their  nature,   volume  or  infrequency.   Examples  of
exceptional items include restructuring  expenses,  profits or losses related to
the termination or divestment of business activities,  and the cumulative effect
of changes in  accounting  principles.  Extraordinary  items relate to events or
transactions  that are  unrelated  to normal  business  activities.  Examples of
extraordinary  items include  losses  resulting  from  expropriation  and losses
resulting  from natural  disasters  such as  earthquakes  and floods.  RJ 270 is
effective for fiscal years beginning on or after January 1, 2003.

Transition to International Financial Reporting Standards
According to European Union ("EU")  regulations,  all listed companies in the EU
will  be  obliged  to  apply  the   International   Accounting   Standards   and
International  Financial  Reporting  Standards of the  International  Accounting
Standards Board ("IASB") in their  financial  statements by 2005. The Company is
currently engaged in the transition to achieve  compliance with these standards.
The change to the standards of the IASB may lead to restatement of the financial
information for the periods presented in these financial statements.

                                      F-25

<PAGE>

                                   ROYAL AHOLD
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
          FISCAL YEARS 2002, 2001 (AS RESTATED) AND 2000 (AS RESTATED)
    (AMOUNTS IN EUR MILLIONS, EXCEPT PER SHARE DATA, UNLESS OTHERWISE STATED)


3    Restatements and  reclassifications of the consolidated  financial position
     and results for 2001 and 2000 under Dutch GAAP

On February 24, 2003, Ahold announced that net income and income per share would
be  significantly  lower than previously  indicated for fiscal 2002 and that its
financial statements for fiscal 2001 and 2000 would be restated. Ahold indicated
that these restatements  primarily related to overstatements of vendor allowance
income at USF and the  deconsolidation of five current or former joint ventures:
ICA Ahold AB ("ICA"), Disco Ahold International Holdings N.V. ("DAIH"), Bompreco
S.A.  ("Bompreco"),  Jeronimo  Martins Retail ("JMR") and Paiz Ahold N.V. ("Paiz
Ahold").   Ahold  announced  forensic   investigations  into  the  legality  and
accounting  treatment  of  accounting  irregularities  at USF and  into  certain
questionable transactions at Disco.

The  Company   commenced   investigations   into  the  facts  and  circumstances
surrounding certain letters that were the basis for the historical consolidation
of the aforementioned  joint ventures (other than JMR) (the "Control  Letters"),
and certain  previously  undisclosed  related letters that nullified the Control
Letters (the "Side  Letters"),  the disclosure of which resulted in the decision
to  deconsolidate  those  joint  ventures.  On March  24,  2003,  Ahold's  Audit
Committee  ordered the  commencement  of additional  investigations  at 19 Ahold
operating companies and real estate companies and at the parent company.

The USF  investigation  identified  accounting  fraud relating to fictitious and
overstated  vendor allowance  receivables and an understatement of cost of goods
sold.  The  investigation  found that certain  senior  officers of USF and other
employees were involved in the fraud. It was also found that such  inappropriate
vendor  allowance  accounting had existed at the date of the acquisition of USF.
The Disco investigation found a series of suspicious transactions, some of which
involved the use of fictitious invoices to conceal or mischaracterize  payments,
or payments that were  otherwise  improperly  documented.  In addition,  in some
instances, these payments were improperly capitalized rather than expensed.

The investigation into the Control Letters and the Side Letters found that there
had been  concealment of the Side Letters,  which nullified the Control Letters.
As a result,  the Company  determined that it was  inappropriate  to consolidate
these joint  ventures  into Ahold's  financial  statements.  The other  internal
investigations   found  accounting   irregularities   at  Tops,   consisting  of
intentional  improper  recognition of vendor allowances and earnings management,
and at Giant  Carlisle,  consisting of earnings  management in an  insignificant
amount and/or other accounting  errors at the parent company and other operating
and real estate companies reviewed.

As a  consequence  of the events  announced on February  24, 2003,  Ahold's then
Chief Executive  Officer and Chief Financial  Officer  resigned.  Numerous other
personnel  changes have also been made,  including at USF, Disco and Tops and at
the parent  company.  The Company and the Audit  Committee  reviewed  all of the
accounting  issues  identified in the internal  investigations,  which  included
approximately  470 separately  identified  items. As a result of this, Ahold has
determined  that  it  was  necessary  to  make   adjustments  to  its  financial
statements.  The restated  fiscal 2001 and 2000  financial  position and results
reflect these adjustments,  which relate to (i) the deconsolidation of companies
not  controlled  by Ahold;  (ii)  improper or  premature  recognition  of vendor
allowances; (iii) the misapplication of accounting principles or misuse of facts
relating  to  acquisition  accounting;  (iv)

                                      F-26
<PAGE>

                                   ROYAL AHOLD
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
          FISCAL YEARS 2002, 2001 (AS RESTATED) AND 2000 (AS RESTATED)
    (AMOUNTS IN EUR MILLIONS, EXCEPT PER SHARE DATA, UNLESS OTHERWISE STATED)


improper  accounting  for  certain  reserves,  allowances  and  provisions;  (v)
improper accounting for certain real estate transactions; and (vi) certain other
accounting  issues and items arising as a result of errors in the application of
Dutch GAAP.

In  addition  to  the  aforementioned  adjustments,  the  Company  adjusted  its
comparative  financial  position as of December  30, 2001 and results for fiscal
2001  and 2000 for  certain  reclassifications  and  changes  in its  accounting
principles   with  respect  to  pensions,   revaluations   of  properties,   and
restructuring provisions as described in Note 2.

The effect of the  restatements  on net  income for fiscal  2001 and 2000 is set
forth in the table below.  Restatements  of EUR 45 relating to periods  prior to
fiscal 2000 were recorded in opening retained earnings as of January 1, 2000.

<TABLE>

<CAPTION>

                                                                                       Fiscal 2001            Fiscal 2000
                                                                                       -----------            -----------
<S>                                                               <C>                 <C>                     <C>

Net income under Dutch GAAP as previously reported                                          1,113                   1,116

Correction of errors:
    Deconsolidation of joint ventures                                 (a)                      --                      --
    Adjustment resulting from deconsolidation                         (b)                      (5)                    (10)
    Vendor allowances                                                 (c)                    (215)                   (103)
    Acquisition accounting                                            (d)                     (36)                     (8)
    Reserves, allowances and provisions                               (e)                     (33)                    (38)
    Real estate transactions                                          (f)                       2                     (26)
    Other                                                             (g)                     (53)                    (21)
Change in accounting principles (Note 2):
    Pensions                                                                                   16                      11
    Revaluations                                                                               (4)                     (1)
    Restructuring provisions                                                                  (35)                     --
                                                                                         ---------                -------
Net income under Dutch GAAP as restated                                                       750                     920
                                                                                             =====                   ====
</TABLE>


The effect of the restatements on shareholders' equity as of December 30, 2001
is as follows:

<TABLE>
<CAPTION>

                                                                                                        December 30, 2001
                                                                                                        -----------------
Shareholders' equity under Dutch GAAP as previously reported
                                                                                                                    5,892
<S>                                                         <C>                                             <C>

Correction of errors:
    Deconsolidation of joint ventures                          (a)                                                     --
    Adjustment resulting from deconsolidation                  (b)                                                      4
    Vendor allowances                                          (c)                                                   (418)
    Acquisition accounting                                     (d)                                                     71
    Reserves, allowances and provisions                        (e)                                                   (105)
    Real estate transactions                                   (f)                                                    (44)
    Other                                                      (g)                                                     30
Change in accounting principles (Note 2):
    Pensions                                                                                                           78
    Revaluations                                                                                                      (22)
    Restructuring provisions                                                                                           10
                                                                                                                 --------
Shareholders' equity under Dutch GAAP as restated                                                                   5,496
                                                                                                                   ======
</TABLE>

                                      F-27
<PAGE>

                                   ROYAL AHOLD
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
          FISCAL YEARS 2002, 2001 (AS RESTATED) AND 2000 (AS RESTATED)
    (AMOUNTS IN EUR MILLIONS, EXCEPT PER SHARE DATA, UNLESS OTHERWISE STATED)


The  adjustments  relating to  accounting  errors  affecting  the  statements of
operations  for fiscal  2001 and 2000 and the balance  sheet as of December  30,
2001 consist of the following:

(a) Deconsolidation of joint ventures
Prior to 2002,  the Company  consolidated  its joint  venture  interests in ICA,
DAIH,  Bompreco  and  Paiz  Ahold  based  upon the  Control  Letters  among  the
shareholders  that seemingly gave control over the joint ventures to Ahold.  The
Company  subsequently  determined  that Side  Letters  had been  executed by the
relevant  shareholders  that nullified the effects of the Control Letters.  As a
result,  management  concluded  that the  Company  did not  control  these joint
ventures.  Additionally,  prior to 2002,  the Company had  consolidated  JMR. In
light of the  evaluation of the  accounting  for the other joint  ventures,  the
Company   reconsidered  its  accounting  for  JMR  and  concluded  that  it  had
significant  influence,  but not control  over JMR. The Company  concluded  that
consolidation of the aforementioned joint ventures was inappropriate under Dutch
GAAP, since the Company did not control them.

The restated  financial  position as of December 30, 2001 and results for fiscal
2001 and 2000 reflect  adjustments to  deconsolidate  the  aforementioned  joint
ventures and account for them using the equity  method of  accounting,  with the
exception of Bompreco,  which has been consolidated  since July 2000, when Ahold
acquired  additional  shares,  obtaining  majority voting control over Bompreco.
DAIH has been consolidated  since July 2002, when Ahold obtained control of DAIH
through the acquisition of all outstanding DAIH shares,  that it did not already
own.

(b) Adjustments resulting from deconsolidation
The Company recorded  restructuring  accruals under purchase accounting relating
to the  acquisition  of its 50%  interests in Paiz Ahold in December 1999 and in
ICA in April 2000 and  subsequent  changes to such  accruals in 2001  related to
ICA.  Since  Ahold  did not  obtain  control  over  Paiz  Ahold and ICA when the
respective  joint venture  interests  were acquired,  it was not  appropriate to
record such restructuring  accruals under Dutch GAAP. The restated  consolidated
financial  position as of December 30, 2001 and results for fiscal 2001 and 2000
reflect  adjustments to eliminate the  restructuring  provisions  recorded under
purchase  accounting,  to record the  related  effect on goodwill  and  goodwill
amortization,  and to record Ahold's share of the actual costs related with such
restructurings  during  the  respective  periods.  Ahold  recorded  its share of
restructuring  costs (after taxes) in the amount of EUR 5 and EUR 10, for fiscal
2001 and 2000,  respectively.  As a result of these restatements,  shareholders'
equity as of December 30, 2001 increased by EUR 4.

(c) Vendor allowances
As a result of the findings of the  investigations  at USF and Tops, the Company
determined  that its income from vendor  allowances for fiscal 2001 and 2000 was
overstated, due to the intentional and unintentional  misinterpretation of Dutch
GAAP and the intentional inappropriate accounting for and mischaracterization of
cash receipts which led to the  recognition of vendor  allowances  before it was
appropriate to do so under Dutch GAAP.  Furthermore,  certain vendor  allowances
were  misclassified  as revenue  instead of as a  reduction  of cost of sales as
required under Dutch GAAP.

The restated consolidated  financial position and results reflect adjustments to
correct  overstated  vendor allowance  income,  to correct for the timing of the
recognition of vendor  allowances,  and to reclassify  certain vendor allowances
from net sales to cost of sales.

                                      F-28
<PAGE>

                                   ROYAL AHOLD
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
          FISCAL YEARS 2002, 2001 (AS RESTATED) AND 2000 (AS RESTATED)
    (AMOUNTS IN EUR MILLIONS, EXCEPT PER SHARE DATA, UNLESS OTHERWISE STATED)


The Company  determined that net receivables from vendors at the date of the USF
acquisition  in 2000  did not  exist  at the  time.  In  addition,  the  Company
determined  that, at the date of acquisition,  a liability for deferred  revenue
related to promotional allowances,  that were not yet earned, were not recorded.
Furthermore, the Company determined that a liability should have been recognized
at the date of acquisition  for amounts that had been  overbilled to vendors for
promotional  allowances.  The  total  amount  of  these  adjustments  led  to an
overstatement of net assets acquired by EUR 70.

Under  Dutch  GAAP  and  taking  into   consideration   recent   guidance  under
International  Financial  Reporting  Standards  Exposure  Draft No. 3  "Business
Combinations", the adjustment to the vendor allowance receivable, is recorded as
a retroactive  adjustment to the goodwill recorded upon acquisition,  since this
guidance   requires   an   entity  to   account   for   corrections   of  errors
retrospectively,  and to present financial  statements as if the error had never
occurred.  Therefore,  the  carrying  amount of an  identifiable  asset  that is
adjusted as a result of an error  correction  is calculated as if its fair value
at the acquisition date had been recognized at that date. Goodwill recognized in
prior periods is adjusted  retrospectively  by an amount equal to the fair value
at the acquisition date of the identifiable  asset being adjusted.  Accordingly,
the Company has restated its financial  statements  to reallocate  the amount of
consideration paid in the USF acquisition to goodwill. Accordingly the Company's
shareholders  equity as of December 30, 2000 under Dutch GAAP was reduced by EUR
70.

The Company discovered various other misstatements  relating to vendor allowance
transactions  prior to fiscal  2000  resulting  of an  overstatement  of opening
shareholders equity as of January 2, 2000 by EUR 30.

In addition to the EUR 100 adjustments  described  above,  net income for fiscal
2001 and fiscal 2000 decreased by EUR 215 and EUR 103,  respectively  due to the
intentional and unintentional  misinterpretation  of Dutch GAAP resulting in the
inappropriate recognition of vendor allowances before they were earned.

As a result  shareholders'  equity as of December 30, 2001 decreased by EUR 418.
The impact on the  consolidated  statement of operation for fiscal 2001 and 2000
is summarized in the following table:

<TABLE>

<S>                                                                                            <C>               <C>

                                                                                                   2001              2000
                                                                                                   ----              ----
Impact on consolidated statement of operations for fiscal 2001 and 2000

Net sales                                                                                           (80)              (44)
Cost of sales                                                                                      (214)             (104)
Selling, general and administrative expenses                                                         (2)               --

Tax effect                                                                                          118                56
Share in income (loss) of joint ventures and equity investees                                       (37)              (11)
                                                                                                   -----            ------

Net impact of vendor allowance adjustments on net income                                           (215)             (103)
</TABLE>


(d) Acquisition accounting
In connection with the acquisitions of Superdiplo and the Company's  interest in
ICA in  December  2000 and April  2000,  respectively,  Ahold  did not  properly
allocate purchase consideration to certain

                                      F-29
<PAGE>
                                   ROYAL AHOLD
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
          FISCAL YEARS 2002, 2001 (AS RESTATED) AND 2000 (AS RESTATED)
    (AMOUNTS IN EUR MILLIONS, EXCEPT PER SHARE DATA, UNLESS OTHERWISE STATED)

acquired  real  estate  properties  at the  respective  acquisition  dates.  The
restated  consolidated  financial  position and results for fiscal 2001 and 2000
reflect  adjustments  to  record  such  assets  at  their  fair  values  at  the
acquisition date and the subsequent  depreciation thereof. In certain instances,
such  adjustments  to the fair  values of these  acquired  assets  affected  the
amounts  of gains  that the  Company  recognized  on  subsequent  sales of these
acquired   assets  and  real  estate   properties,   which  have  been  adjusted
accordingly.

Ahold has  recorded  adjustments  related  to a  decrease  to the fair  value of
acquired real estate property at Superdiplo and an increase to the fair value of
acquired real estate  property at ICA.  Since certain of these  properties  were
subsequently  sold,  the gains  recognized on the sale of these  properties  was
decreased accordingly in fiscal 2001 and 2000, respectively.

During fiscal 2001, the Company  partially  applied the guidance set forth in RJ
252  "Provisions",  by applying it only  prospectively  for  acquisitions  after
January  1,  2001.  For  more  information,  see  Note  2  under  "Restructuring
provisions".  Furthermore,  various errors were made in the  calculations of the
restructuring reserves, which have been adjusted.

In connection  with several of the Company's  acquisitions  in fiscal 2001,  the
Company  did  not  allocate  purchase   consideration  to  certain  identifiable
intangible assets upon acquisition. The restated consolidated financial position
and  results  for fiscal  2001  reflect  adjustments  to record  these  acquired
intangible  assets  at  their  fair  values  at the  respective  dates  of their
acquisition and a corresponding reduction of goodwill.

In connection  with Ahold's  acquisition of Stop & Shop, the Company  recognized
certain pre-acquisition income tax contingency reserves and valuation allowances
against deferred tax assets in the acquisition balance sheet. As a result of the
completion  of the  Internal  Revenue  Service  review  in  2001,  reserves  and
allowances should have been reversed with a corresponding  decrease in goodwill.
As the purchase price  adjustment  was not made in 2001,  the Company  increased
shareholders' equity of December 30, 2001.

As a  result  of the  aforementioned  adjustments,  shareholders'  equity  as of
December 30, 2001  increased  by EUR 71 and net income  decreased by EUR 36, for
fiscal 2001 and EUR 8, for fiscal 2000.

(e) Reserves, allowances and provisions
Prior to fiscal 2002,  the Company  recorded  certain  reserves,  allowances and
provisions  related to income taxes,  pensions and restructuring  expenses.  The
Company subsequently determined that these reserves,  allowances and provisions,
and releases thereof,  should not have been recorded under Dutch GAAP, since the
documentation available was not adequate to support the amounts recorded, or the
reserves,  allowances and provisions were of a non-specific  nature. In addition
certain  pension and early  retirement  provisions had not been accounted for as
defined benefit plans and the charges and accruals related to certain health and
welfare plans were not calculated appropriately prior to 2002.

As a result of these adjustments,  shareholders'  equity as of December 30, 2001
decreased by EUR 105 and net income decreased by EUR 33, for fiscal 2001 and EUR
38, for fiscal 2000.

                                      F-30
<PAGE>

                                   ROYAL AHOLD
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
          FISCAL YEARS 2002, 2001 (AS RESTATED) AND 2000 (AS RESTATED)
    (AMOUNTS IN EUR MILLIONS, EXCEPT PER SHARE DATA, UNLESS OTHERWISE STATED)

(f) Real estate transactions
In fiscal 2001,  the Company  entered into a $638  leveraged  lease  transaction
involving the sale of its interests in 46 separate  properties in the U.S. for a
total sales price of EUR 722, which  generated a net gain of EUR 81,  comprising
EUR 107 of gains on  certain  properties  and EUR 26 of  losses on  others.  The
properties  were sold to special  purpose  entities  established by unaffiliated
third parties, and in conjunction with the sale were leased back by the Company.
Under Dutch GAAP, the Company accounted for the lease  arrangements as operating
leases.  The Company  also  deferred  the EUR 81 net gain related to the sale of
these  properties and amortized this net gain over the respective  lease term of
20 to 25 years.

The Company has chosen to apply for Dutch GAAP the same  detailed  criteria  for
testing if a lease should be treated as an operating lease or as a capital lease
under US GAAP.  Therefore the restated financial position and results for fiscal
2001 have been adjusted to reflect that the leases of seven  properties that had
been considered  operating leases are now considered  capital leases under Dutch
GAAP. As a result,  these seven  properties  remain on the balance sheet and the
related  lease  obligation  is recorded as a  financing.  The EUR 19 net gain on
these properties has been appropriately deferred over the respective lease terms
of 20 to 25 years.  Additionally,  adjustments  were made to reflect  that a net
gain of EUR 62, on the sale of the remaining 39 properties,  which  qualified as
an operating  lease,  should have been  immediately  recognized  in income under
Dutch  GAAP and not  deferred  over the  remaining  lease  term,  since the sale
transaction was made at fair value.

Furthermore,   the  Company   identified   a  number  of  other   sale-leaseback
transactions  that occurred in fiscal 2001 and 2000,  under which certain leases
that had been  classified  as operating  leases  should have been  classified as
capital leases or financing arrangements.

In total,  shareholders'  equity as of December 30, 2001 decreased by EUR 44 and
net income increased by EUR 2 for fiscal 2001 and decreased by EUR 26 for fiscal
2000.

(g) Other accounting issues and items
In  connection  with the review of  suspicious  transactions  identified  in the
course of the  investigation  of Disco,  the Company has determined that certain
payments were improperly capitalized as tangible fixed assets in fiscal 2001 for
EUR 10. The Company estimated that EUR 5 would be the tax exposure in connection
with the improper payments in fiscal 2001.  Accordingly,  the financial position
and results of operations for fiscal 2001 were adjusted to appropriately expense
the capitalized amounts and record a contingency provision.

Following the discovery that the Company should not have  consolidated its joint
venture interest in Bompreco,  due to the existence of Side Letters,  management
concluded  that the Company did not control  this joint  venture.  The  restated
financial  position and results for fiscal 2001 and 2000 reflect  adjustments to
deconsolidate  Bompreco and account for it from  consolidation  until July 2000,
when  Ahold  acquired  additional  shares,  thereby  obtaining  majority  voting
control.  This  consolidation  in July 2000 caused the Company to determine that
the assets  should  have been  recorded  at fair  value at that  time.  The fair
valuation of the assets,  mainly  consisting  of  properties,  has resulted in a
step-up increase in the fair value of EUR 51, and corresponding  decrease in the
value of goodwill previously written off to shareholders' equity.

                                      F-31
<PAGE>

                                   ROYAL AHOLD
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
          FISCAL YEARS 2002, 2001 (AS RESTATED) AND 2000 (AS RESTATED)
    (AMOUNTS IN EUR MILLIONS, EXCEPT PER SHARE DATA, UNLESS OTHERWISE STATED)

One of Ahold's  subsidiaries  did not  consolidate  its 82%  interest in the net
assets of C.V. Eemburg  ("Eemburg").  The Company reviewed its ability to govern
strategic,  operational and financial policies of Eemburg and concluded that the
Company had control and should have consolidated Eemburg. The Company's interest
used to be recorded at  historical  cost and the  properties of Eemburg had been
revalued  at the end of each  reporting  period.  Furthermore,  this  subsidiary
issues loans to certain franchisees and fully provides for these loans, based on
the  assumption  that the  amount  would not be repaid by the  franchisees.  The
Company  treats the  scheduled  redemptions  as a deduction  in revenue over the
period of the loan and consequently reverses the provision for bad debts.

During the Company's  evaluation of long-lived  assets for  impairment in fiscal
2002,  management  noted that there were changes in  circumstances  that already
existed in fiscal 2001,  which  indicated that the carrying amount of certain of
these assets was impaired at that time, but had not previously been  recognized.
The Company has determined that an impairment of EUR 16 was required.

The aforementioned  adjustments and other individually  insignificant accounting
errors  discovered  in  connection  with the  Company's  review of prior  years'
financial records, resulted in a decrease of net income by EUR 53 in fiscal 2001
and EUR 21 in  fiscal  2000,  respectively.  These  adjustments  resulted  in an
increase in shareholder's equity as of December 30, 2001 by EUR 30.

                                      F-32
<PAGE>

                                   ROYAL AHOLD
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
          FISCAL YEARS 2002, 2001 (AS RESTATED) AND 2000 (AS RESTATED)
    (AMOUNTS IN EUR MILLIONS, EXCEPT PER SHARE DATA, UNLESS OTHERWISE STATED)

<TABLE>
<CAPTION>
Balance Sheet as of December 30, 2001
                                              December 30, 2001     Deconsolidation   Other Adjustments     December 30,
                                          as previously reported   of Joint Ventures  -----------------  2001 as restated
                                          ----------------------   -----------------                     ----------------
<S>                                                       <C>                <C>                 <C>              <C>
ASSETS
NON-CURRENT ASSETS
Intangible assets
   Goodwill                                                4,968                (97)              (280)            4,591
   Other intangible assets                                   681                (47)               338               972
                                                     -----------         -----------        -----------      -----------
     Total intangible assets                               5,649               (144)                58             5,563
Tangible fixed assets                                     14,072             (3,116)               971            11,927
Financial assets
   Investments   in  joint   ventures  and
   equity investees                                          424                (21)               278               681
   Deferred tax assets                                       513                (64)                26               475
   Other financial assets                                    534                613                (29)            1,118
                                                     -----------          ----------       ------------      -----------
     Total financial assets                                1,471                528                275             2,274
TOTAL NON-CURRENT ASSETS                                  21,192             (2,732)             1,304            19,764
CURRENT ASSETS:
Inventory                                                  5,067               (650)               (37)            4,380
Accounts receivable                                        3,454               (679)              (427)            2,348
Other current assets                                         551                (65)               (50)              436
Cash and cash equivalents                                  1,972               (277)                  3            1,698
                                                     -----------          ----------        -----------      -----------
TOTAL CURRENT ASSETS                                      11,044             (1,671)              (511)            8,862
TOTAL ASSETS                                              32,236             (4,403)               793            28,626
                                                     ===========          ==========        ===========      ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY
Issued and paid-up share capital                            295                  --                 --               295
Reserves                                                  4,522                  --                (71)            4,451
Net income (loss)                                         1,075                  --               (325)              750
                                                     -----------          ----------        -----------      -----------
TOTAL SHAREHOLDERS' EQUITY                                5,892                  --               (396)            5,496
MINORITY INTEREST                                           685                (664)                27                48
PROVISIONS
   Pensions and other retirement benefits                   351                 (62)               310               599
   Deferred tax liability                                   438                 (91)               183               530
   Other provisions                                       1,225                 (56)              (185)              984
                                                     -----------          ----------        -----------      -----------
     Total provisions                                     2,014                (209)               308             2,113
NON-CURRENT LIABILITIES
   Loans                                                 11,063                (967)                30            10,126
   Financial lease commitments                            1,512                  (6)               871             2,377
   Other non-current liabilities                             --                  --                307               307
                                                     -----------          ----------        -----------      -----------
     Total non-current liabilities                       12,575                (973)             1,208            12,810
CURRENT LIABILITIES
   Loans payable                                          1,849                (677)                54             1,226
   Income taxes payable                                     716                 (18)              (650)               48
   Payroll taxes, social security and VAT                    --                (128)               435               307
   Accounts payable                                       6,029              (1,427)               132             4,734
   Accrued expenses                                       1,530                (189)              (145)            1,196
   Other current liabilities                                946                (118)              (180)              648
                                                     -----------          ----------        -----------      -----------
     Total current liabilities                           11,070              (2,557)              (354)            8,159
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
                                                         32,236              (4,403)               793            28,626
                                                     ===========          ==========        ===========      ===========
</TABLE>

                                      F-33
<PAGE>

                                   ROYAL AHOLD
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
          FISCAL YEARS 2002, 2001 (AS RESTATED) AND 2000 (AS RESTATED)
    (AMOUNTS IN EUR MILLIONS, EXCEPT PER SHARE DATA, UNLESS OTHERWISE STATED)

<TABLE>
<CAPTION>
Statement of operations for year ended December 30, 2001

                                                       2001 as     Deconsolidation              Other             2001
                                                    previously   of Joint Ventures        Adjustments      as restated
                                                      reported
<S>                                                   <C>                 <C>                   <C>           <C>
NET SALES                                              66,593             (12,195)              (185)          54,213
COST OF SALES                                         (51,877)              9,694                (44)         (42,227)
                                                    ----------          ----------         ----------      -----------
GROSS PROFIT                                           14,716              (2,501)              (229)          11,986
EXPENSES
   Selling expenses                                    (9,651)              1,629                (56)          (8,078)
   General and administrative expenses                 (2,088)                380               (147)          (1,855)
   Goodwill and intangible asset amortization            (166)                 --                (90)            (256)
   Impairment of goodwill and intangible
   assets                                                  --                   7                (15)              (8)
   Gain on disposal of tangible fixed
   assets                                                  --                  --                122              122
   Exceptional results                                   (106)                 --                106               --
                                                    ----------          ----------         ----------      -----------
     Total expenses                                   (12,011)              2,016                (80)         (10,075)
OPERATING INCOME (LOSS)                                 2,705                (485)              (309)           1,911
FINANCIAL EXPENSE, NET
   Interest income                                         90                  25                 (6)             109
   Interest expenses                                   (1,021)                169                (69)            (921)
   Loss (gain) on foreign exchange                       (101)                206                  3              108
   Other financial income and expense                      (1)                  3                 (5)              (3)
                                                    ----------          ----------         ----------      -----------
     Net financial expense                             (1,033)                403                (77)            (707)
INCOME (LOSS) BEFORE INCOME
TAXES                                                   1,672                 (82)              (386)           1,204
Income taxes                                             (457)                 69                118             (270)
                                                    ----------          ----------         ----------      -----------
INCOME (LOSS) AFTER INCOME TAXES                        1,215                 (13)              (268)             934
Share in net income (loss) of associates                   14                (112)               (94)            (192)
Minority interests                                       (116)                125                (1)                8
                                                    ----------          ----------         ----------      -----------
NET INCOME (LOSS)                                       1,113                  --               (363)             750
Dividend cumulative preferred financing
shares                                                    (38)                 --                 --              (38)
                                                    ----------          ----------         ----------      -----------
NET INCOME (LOSS) after preferred dividends             1,075                  --               (363)             712

Net income (loss) after preferred dividend
per common share - basic                                  1.25                                                    0.83
Weighted average number of common shares
outstanding (x1,000) - basic                           857,509                                                 857,509
Net income (loss) after preferred dividends
per common share - diluted                                1.23                                                    0.82
Weighted average number of common shares
outstanding (x1,000) - diluted                         886,797                                                 887,351
</TABLE>

                                      F-34
<PAGE>

                                   ROYAL AHOLD
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
          FISCAL YEARS 2002, 2001 (AS RESTATED) AND 2000 (AS RESTATED)
    (AMOUNTS IN EUR MILLIONS, EXCEPT PER SHARE DATA, UNLESS OTHERWISE STATED)

<TABLE>
<CAPTION>
Statement of operations for year ended December 31, 2000

                                                         2000                          Other Adjustments
                                                as previously     Deconsolidation      -----------------          2000
                                                     reported     of Joint Ventures                          as restated
                                                --------------    -----------------                          -----------
<S>                                                   <C>                 <C>                   <C>            <C>
NET SALES                                              51,542             (10,580)              (129)           40,833
COST OF SALES                                         (39,655)              8,347                 29           (31,279)
                                                   -----------        ------------        -----------       -----------
GROSS PROFIT                                           11,887              (2,233)              (100)            9,554
EXPENSES
   Selling expenses                                    (7,905)              1,376                 (5)           (6,534)
   General and administrative expenses                 (1,703)                 409               (71)          (1,365)
   Goodwill and intangible asset amortization              (5)                 --                (45)             (50)
   Impairment of goodwill and intangible
   assets                                                  --                  --                 --               --
   Gain on disposal of tangible fixed assets               --                  --                 30               30
   Loss on related party default guarantee                 --                  --                 --               --
                                                   -----------        ------------        -----------       -----------
     Total expenses                                    (9,613)              1,785                (91)           (7,919)
OPERATING INCOME (LOSS)                                 2,274                (448)              (191)            1,635
FINANCIAL EXPENSE, NET
   Interest income                                         87                  17                 (5)               99
   Interest expenses                                     (809)                155                (45)             (699)
   Gain (loss) on foreign exchange                         52                  (9)                (4)               39
   Other financial income and expense                       1                  (1)                (7)               (7)
                                                   -----------        ------------        -----------       -----------
     Net financial expense                               (669)                162                (61)             (568)
INCOME (LOSS) BEFORE INCOME
TAXES                                                   1,605                (286)              (252)            1,067
Income taxes                                             (401)                 75                 91              (235)
                                                   -----------        ------------        -----------       -----------
INCOME AFTER INCOME TAXES                               1,204                (211)              (161)              832
Share in net income (loss) of associates                   14                  96                (32)               78
Minority interests                                       (102)                115                 (3)               10
                                                   -----------        ------------        -----------       -----------
NET INCOME (LOSS)                                       1,116                  --               (196)              920
Dividend   cumulative   preferred  financing
shares                                                    (17)                 --                 --               (17)
                                                   -----------        ------------        -----------       -----------
NET INCOME (LOSS) AFTER PREFERRED
 DIVIDENDS                                              1,099                  --               (196)              903
                                                   ===========        ============        ===========       ===========

Net income (loss) after preferred dividend
per common share - basic                                  1.49                                                     1.22
Weighted average number of common shares
outstanding (x1,000) - basic                           737,403                                                  737,403
Net income (loss) after preferred dividends
per common share - diluted                                1.49                                                     1.13
Weighted average number of common shares
outstanding (x1,000) - diluted                         795,883                                                  797,121
</TABLE>

                                      F-35
<PAGE>

                                   ROYAL AHOLD
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
          FISCAL YEARS 2002, 2001 (AS RESTATED) AND 2000 (AS RESTATED)
    (AMOUNTS IN EUR MILLIONS, EXCEPT PER SHARE DATA, UNLESS OTHERWISE STATED)

4    Acquisitions

During fiscal 2002, 2001 and 2000, the Company  completed  several  acquisitions
(the "2002  Acquisitions",  the "2001 Acquisitions" and the "2000 Acquisitions",
respectively). Of these acquisitions, the most significant include DAIH, Alliant
Exchange  Inc, USF, the 50% interest in ICA,  PYA/Monarch  and  Superdiplo.  The
Company also completed a series of individually  insignificant acquisitions that
are material in the aggregate.  All acquisitions  have been accounted for by the
purchase  method of accounting.  The purchase  consideration  has been allocated
based on the estimated  fair values of the assets  acquired and the  liabilities
assumed.  As discussed in Note 2, any resulting goodwill was immediately charged
to  shareholders'  equity in the year of acquisition  through November 2000. For
acquisitions  after  December  1, 2000,  goodwill  has been  capitalized  and is
amortized  over a maximum  period  of 20 years.  The  operating  results  of all
acquisitions are included in the consolidated  statements of operations from the
respective dates of the acquisitions. The store counts indicated below represent
the  number of stores  operated  at the time of  acquisition,  unless  indicated
otherwise.

2002 Acquisitions

o    Disco Ahold International Holdings N.V.: In January 1998, Ahold purchased a
     50% interest in DAIH from VRH, a subsidiary of the Velox Group, for USD 368
     (EUR 408). At the end of fiscal 2002,  DAIH operated over 350  supermarkets
     in four Latin  American  countries:  Argentina,  Chile,  Peru and Paraguay.
     Until July 2002,  Velox Retail  Holdings  ("VRH") was the  Company's  joint
     venture  partner  in  DAIH.  As  a  result  of  VRH's  default  on  certain
     indebtedness,  Ahold was  required to repay  certain  bank debts of VRH and
     received during July and August 2002,  substantially all of VRH's shares in
     DAIH (44.1%) for a total cash  consideration of USD 448 (EUR 453),  thereby
     assuming full ownership of DAIH.  Furthermore,  a loan  receivable of USD 5
     (EUR  5) has  been  fully  written  off.  The  acquisition  resulted  in an
     exceptional  charge of EUR 372,  as also  discussed  in Note 5. As noted in
     Note 31, in July 2003, Ahold sold its 99.6% stake in the Chilean operations
     of DAIH's subsidiary, Santa Isabel.

     The following  table  summarizes  the  estimated  fair values of the assets
     acquired and liabilities assumed at the date of the DAIH acquisition:

                                      F-36
<PAGE>

                                   ROYAL AHOLD
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
          FISCAL YEARS 2002, 2001 (AS RESTATED) AND 2000 (AS RESTATED)
    (AMOUNTS IN EUR MILLIONS, EXCEPT PER SHARE DATA, UNLESS OTHERWISE STATED)

     At August 9, 2002

     Intangible assets                                              12
     Goodwill                                                       85
     Tangible fixed assets                                         525
     Financial assets                                              189
     Current assets                                                266
                                                               -------
     Total assets acquired                                       1,097

     Provisions                                                   (102)
     Non-current liabilities                                      (498)
     Current liabilities                                          (392)
                                                               --------
     Total liabilities assumed                                    (992)

     Consideration after exceptional charge                         85

     The acquired  intangible assets have an aggregate  weighted-average  useful
     life of  approximately 4 years.  The intangible  assets include software of
     EUR 5 (3-year  weighted-average useful life) and keymoney of EUR 10 (5-year
     weighted-average  useful life). The EUR 105 of goodwill was assigned to the
     retail trade segment.

During  fiscal  2002,  Ahold also  acquired  the  following  seven  individually
insignificant  entities  for a total  cost of EUR 380,  which  was paid in cash,
assumed debt,  and common  shares.  Goodwill  recognized  in these  transactions
amounted to EUR 232.  Goodwill was assigned to the retail trade and food service
segments in the amounts of EUR 154 and EUR 78, respectively.

o    Allen  Food:  On  December 5, 2002,  USF  acquired  Allen  Foods,  Inc.,  a
     broadline  food service  distributor  in the U.S., for USD 90 (EUR 89). The
     acquisition  resulted in goodwill of USD 63 (EUR 63), which was assigned to
     the US Food service segment.

o    Santa  Isabel:  On  October  4,  2002,  Ahold,  through  its  wholly  owned
     subsidiaries  Gestion,  Rentas e Inversiones  Apoquindo  Limitada and DAIH,
     completed its tender offer for the  outstanding  shares of common stock and
     American Depositary Shares of Chilean supermarket company Santa Isabel S.A.
     ("Santa  Isabel").  In the cash tender offer 190 Chilean  Pesos was offered
     per Santa Isabel share for a total amount of EUR 41.  Ahold's  ownership in
     Santa Isabel S.A. increased from 414,393,680 shares, or approximately 70.2%
     of the total outstanding  shares,  to 572,525,100  shares, or approximately
     97% of the total outstanding  shares. The tender offer resulted in goodwill
     in the amount of EUR 28,  which was  assigned to the Latin  America  retail
     trade  segment.  As noted in Note 31, in July  2003,  Ahold  sold its 99.6%
     stake in Santa Isabel's Chilean operations.

o    Lusitana: On September 25, 2002, Ahold, through its wholly owned subsidiary
     Bompreco  S.A.  Supermercados  do  Nordeste  ("Bompreco"),   acquired  nine
     supermarkets and related assets in Brazil from Supermercados  Lusitana Ltda
     for a total cash  consideration  of EUR 74.  The  acquisition  resulted  in
     goodwill of EUR 6, which was  assigned to the Latin  America  retail  trade
     segment.

                                      F-37
<PAGE>

                                   ROYAL AHOLD
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
          FISCAL YEARS 2002, 2001 (AS RESTATED) AND 2000 (AS RESTATED)
    (AMOUNTS IN EUR MILLIONS, EXCEPT PER SHARE DATA, UNLESS OTHERWISE STATED)

o    Lady  Baltimore:  On September 12, 2002, USF acquired Lady Baltimore  Foods
     Inc., a broadline food service  distributor in the U.S., for  approximately
     USD 29 (EUR 29) in cash.  The  acquisition  resulted  in goodwill of USD 15
     (EUR 15), which was assigned to the U.S. food service segment.

o    Indonesia:  In September  2002,  Ahold  acquired the remaining  outstanding
     shares  (30%)  of PSP  Group,  a  supermarket  company  in  Indonesia,  for
     approximately EUR 2 in cash. The acquisition resulted in goodwill of EUR 2,
     which was assigned to the Asia retail trade segment.

o    Jumbo  Hypermarkets:  On August 27, 2002,  Ahold,  through its wholly owned
     subsidiary  Ahold Polska Sp.  Z.o.o.,  completed its  acquisition  of Jumbo
     hypermarkets in Poland from Jeronimo Martins Sp. Z.o.o. for EUR 23 in cash.
     The acquisition did not result in any goodwill.

o    G. Barbosa: In January 2002, Ahold,  through its wholly owned subsidiary BR
     Participacoes e Empreendimontes SA, acquired 32 hypermarkets, supermarkets,
     and related  assets in Brazil,  from G.  Barbosa  for EUR 122 in cash.  The
     acquisition  resulted  in  goodwill  in the  amount  of EUR 118,  which was
     assigned to the Latin America retail trade segment.

2001 Acquisitions

o    Alliant:  In  November  2001,  USF  acquired  100% of the shares of Alliant
     Exchange, Inc. ("Alliant") for approximately USD 1,934 (EUR 2,156) in cash,
     and  USD  436  (EUR  487)  of  assumed  debt.  Alliant  is a  food  service
     distributor  to  healthcare,  restaurant,  lodging and other  institutional
     accounts  across  the  U.S.  The   acquisition   resulted  in  goodwill  of
     approximately  EUR 1.5  billion,  which was assigned to the US Food service
     segment. This amount was deductible for tax purposes.

     The following  table  summarizes the fair values of the assets acquired and
     liabilities assumed at the date of the Alliant acquisition.

     At November 30, 2001

     Intangible assets                                       372
     Goodwill                                              1,510
     Tangible fixed assets                                   525
     Financial assets                                         73
     Current assets                                          631
                                                         -------
     Total assets acquired                                 3,111

     Provisions                                              291
     Non-current liabilities                                 487
     Current liabilities                                     664
                                                         -------
     Total liabilities assumed                             1,442

     Consideration                                         1,669

     The  acquired  intangible  assets  have a  weighted-average  useful life of
     approximately  4 years and are related to computer  software  and  customer
     relationships.

                                      F-38
<PAGE>

                                   ROYAL AHOLD
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
          FISCAL YEARS 2002, 2001 (AS RESTATED) AND 2000 (AS RESTATED)
    (AMOUNTS IN EUR MILLIONS, EXCEPT PER SHARE DATA, UNLESS OTHERWISE STATED)

During  fiscal  2001,   Ahold  also  acquired  the  following  six  individually
insignificant  entities  for a total cost of EUR 1,146,  which was paid in cash,
assumed debt, and common  shares.  Goodwill was assigned to the retail trade and
food service segments in the amounts of EUR 242 and EUR 105, respectively.

o    Bruno's Supermarkets:  In December 2001, Ahold completed its acquisition of
     Bruno's Supermarkets  ("Bruno's") for a total cash consideration of USD 578
     (EUR 644). Bruno's is a food retailer operating in the U.S. The acquisition
     resulted in goodwill  of USD 93 (EUR 104),  which was  assigned to the U.S.
     retail trade segment.

o    Peapod:  In addition to its 51% share  purchased  in 2000,  in August 2001,
     Ahold acquired an additional  12,581,632  shares of the U.S. on-line grocer
     Peapod's  ("Peapod") common stock pursuant to a tender offer for a price of
     USD 2.15 per  share,  or USD 27 (EUR  30) in the  aggregate.  Additionally,
     Ahold exercised  warrants to purchase  additional shares of Peapod's common
     stock and,  through a merger,  converted  the common stock held by minority
     shareholders  into the right to receive cash  consideration of USD 2.15 per
     share, resulting in Ahold owning 100% of Peapod's outstanding common stock.

     Ahold paid  approximately  EUR 37 for the portion of Peapod that it did not
     already  own as of the end of 2000.  The fair value of the net  liabilities
     assumed in 2001 was  approximately USD 12 (EUR 13) resulting in goodwill of
     approximately USD 47 (EUR 53). Combined with the goodwill related to Peapod
     of approximately  USD 55 (EUR 58) purchased during 2000, a total of USD 102
     (EUR 111) of goodwill was assigned to the U.S. retail trade segment.

o    Cemetro:   In  July  2001,   Superdiplo   completed  the   acquisition   of
     Supermercados  Cemetro for 11,061 Spanish Pesetas, or approximately EUR 66.
     Cemetro  operates a chain of stores on the Canary Islands.  The acquisition
     resulted  in goodwill of EUR 44,  which was  assigned to the Europe  retail
     trade segment.

o    Mutual:  In May 2001, USF acquired Mutual  Wholesale  Company,  a broadline
     food service  distributor in the U.S., for approximately (USD 135) EUR 134,
     including  assumed  debt of  (USD 7) EUR 7.  The  acquisition  resulted  in
     goodwill of (USD 84) EUR 83,  which was  assigned to the U.S.  food service
     segment.

o    Grand Union:  In February  2001, two of Ahold's U.S.  operating  companies,
     Tops Markets  ("Tops") and Stop & Shop,  acquired 56 supermarkets and eight
     sites from C&S Wholesale  Distributors,  which  acquired the locations from
     Grand Union, for approximately USD 209 (EUR 233). The acquisition  resulted
     in a total of USD 37 (EUR 41) of  goodwill,  which was assigned to the U.S.
     retail trade segment,  along with  approximately USD 77 (EUR 87) intangible
     favorable lease rights.

o    Parkway:  In February 2001, USF acquired Parkway Food Service,  a broadline
     food service  distributor in the U.S., for  approximately  USD 36 (EUR 32).
     The acquisition resulted in goodwill of USD 25 (EUR 22), which was assigned
     to the U.S. food service segment.

                                      F39
<PAGE>

                                   ROYAL AHOLD
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
          FISCAL YEARS 2002, 2001 (AS RESTATED) AND 2000 (AS RESTATED)
    (AMOUNTS IN EUR MILLIONS, EXCEPT PER SHARE DATA, UNLESS OTHERWISE STATED)

2000 Acquisitions

o    U.S.  Foodservice:  In April 2000, Ahold acquired USF for approximately USD
     3.6 billion (EUR 3.7 billion),  including the  assumption of  approximately
     USD 925 (EUR 971) in debt. In July 2000,  USF acquired GFG  Foodservice,  a
     broadline  distributor in the U.S. for approximately USD 22 (EUR 25). These
     acquisitions  resulted in goodwill of USD 3 billion (EUR 3 billion),  which
     was charged directly to shareholders' equity.

     The following  table  summarizes the fair values of the assets acquired and
     liabilities assumed at the date of the USF acquisition.

     At April 12, 2000

     Goodwill                                              3,010
     Tangible fixed assets                                   486
     Financial assets                                        280
     Current assets                                          932
                                                        --------
     Total assets acquired                                 4,708

     Provisions                                              245
     Non-current liabilities                                 914
     Current liabilities                                     843
                                                        --------
     Total liabilities assumed                             2,002

     Consideration                                         2,706

     The  acquired  intangible  assets are related to software,  customer  list,
     brand names and other intangible assets and have a weighted-average  useful
     life of approximately 5 years.

o    PYA/Monarch:   In  December   2000,   USF  completed  its   acquisition  of
     PYA/Monarch,  a food  service  distributor  in the  U.S.  for a total  cash
     consideration  of  approximately   USD  1.57  billion  (EUR  1.7  billion).
     PYA/Monarch  was  previously  a  subsidiary  of Sara Lee  Corporation.  The
     acquisition resulted in goodwill of USD 1.3 billion (EUR 1.4 billion) which
     was capitalized and will be amortized over 20 years.

     The following  table  summarizes the fair values of the assets acquired and
     liabilities assumed at the date of the PYA/Monarch acquisition.

                                      F-40
<PAGE>

                                   ROYAL AHOLD
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
          FISCAL YEARS 2002, 2001 (AS RESTATED) AND 2000 (AS RESTATED)
    (AMOUNTS IN EUR MILLIONS, EXCEPT PER SHARE DATA, UNLESS OTHERWISE STATED)

     At December 5, 2000

     Goodwill                                                 1,404
     Tangible fixed assets                                       48
     Current assets                                             668
                                                           --------
     Total assets acquired                                    2,120

     Provisions                                                  99
     Current liabilities                                        268
                                                           --------
     Total liabilities assumed                                  367

     Consideration                                            1,753

o    Superdiplo:  In December  2000,  Ahold  completed a public tender offer for
     97.64% of the outstanding shares of the Spanish food retailer,  Superdiplo,
     S.A. As a result,  on January 3, 2001,  Ahold  exchanged  36,849,875  newly
     issued  Ahold  common  shares,  with a value of EUR 1,266,  for  49,797,129
     Superdiplo shares,  representing 97.64% of the outstanding share capital in
     Superdiplo.  The value of the 36,849,875 Ahold common shares issued was EUR
     34.36 per share,  based on the market  price of  Ahold's  common  shares on
     December  29,  2000.  During  fiscal  2001 and  2002  Ahold  increased  its
     shareholdings  to 99.97%  through the exercise of stock options  rights and
     tender offers.  Superdiplo's  assets,  liabilities and shareholders' equity
     were  included in Ahold's  consolidated  balance  sheets as of December 31,
     2000,  as the  tender  offer for  Superdiplo's  shares  was  completed  and
     irrevocable,  and the risks and rewards of ownership had passed to Ahold on
     December 29, 2000. The results of Superdiplo have been  consolidated  since
     the beginning of fiscal 2001. The  acquisition  resulted in goodwill of EUR
     1,208.

     The following  table  summarizes the fair values of the assets acquired and
     liabilities assumed at the date of the Superdiplo acquisition.

     At December 30, 2000

     Intangible assets                                               2
     Goodwill                                                    1,208
     Tangible fixed assets                                         305
     Financial assets                                                 -
     Current assets                                                229
                                                              --------
     Total assets acquired                                       1,744

     Provisions                                                      5
     Non-current liabilities                                       128
     Current liabilities                                           345
                                                              --------
     Total liabilities assumed                                     478

     Consideration                                               1,266

     The  acquired  intangible  assets  have a  weighted-average  useful life of
     approximately  4 years  and are  related  to  computer  software.  Goodwill
     arising on this  transaction  was capitalized and will be amortized over 20
     years.

                                      F-41
<PAGE>

                                   ROYAL AHOLD
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
          FISCAL YEARS 2002, 2001 (AS RESTATED) AND 2000 (AS RESTATED)
    (AMOUNTS IN EUR MILLIONS, EXCEPT PER SHARE DATA, UNLESS OTHERWISE STATED)

During  fiscal  2000,  Ahold also  acquired  the  following  seven  individually
insignificant  entities  for a total cost of EUR 1,030,  which was paid in cash,
assumed debt, and common shares.  The value assigned to common shares issued was
EUR 159. Goodwill  recognized in these transactions  amounted to EUR 726 and was
charged directly to shareholders' equity.

o    The A&P Stores:  In  September  2000,  Ahold  acquired the A&P Group in The
     Netherlands with 123 supermarkets and six hypermarkets. The amount paid was
     approximately   EUR  249.   The   acquisition   resulted   in  goodwill  of
     approximately EUR 298, which was assigned to the retail trade segment.

o    Streamline:   In  September  2000,   Peapod  acquired   various  assets  of
     Streamline.com,  a U.S. on-line shopping and delivery service.  Peapod paid
     approximately USD 12 (EUR 13) for certain facilities of Streamline.

o    Bompreco: In June 2000, Ahold acquired the remaining voting rights from the
     other shareholders of Bompreco in Brazil.  Ahold paid approximately EUR 492
     for the portion of Bompreco that it did not already own by it as of the end
     of fiscal 1999. The acquisition  resulted in goodwill of approximately  EUR
     428, which was assigned to the Latin America retail trade segment.

o    Peapod: In June 2000, Ahold acquired convertible  preferred stock of the US
     on-line  grocer Peapod Inc. for EUR 73 that was  convertible or exercisable
     into shares of common stock that,  after giving effect to such  conversion,
     would have represented  approximately  51% of Peapod's  outstanding  common
     stock. In October 2000,  Ahold purchased  2,331,917 shares of Peapod common
     stock in an open market transaction for EUR 3.

o    Kampio:  In January 2000, Ahold acquired the Catalonian  supermarket  chain
     Kampio, based in Spain, for approximately EUR 55.

o    Ekono:  In  January  2000,  Ahold  acquired  Ekono,  which  had  ten  large
     supermarkets in Argentina for approximately EUR 145.

Furthermore,  during fiscal 2000, Ahold acquired a 50% joint venture interest in
ICA,  for  approximately  EUR 1.8  billion in cash of which EUR 1.4  billion was
allocated to goodwill. ICA was formed in 1999 when ICA AB acquired an additional
55% of Norway's  Hakon  Gruppen AS, which became a wholly owned  subsidiary.  In
August  1999,  ICA entered  into a  non-consolidated  50/50 joint  venture  with
Statoil.

Pro forma financial data (unaudited)
The following  unaudited pro forma financial  information  presents the combined
results of Ahold,  DAIH,  Alliant,  USF,  Superdiplo  and  PYA/Monarch as if the
acquisitions had occurred as of the beginning of 2001 for DAIH, or 2000 Alliant,
USF,  Superdiplo and PYA/Monarch after applying certain  adjustments,  including
amortization of goodwill,  interest charges and other related  transactions.  To
calculate  earnings  per share,  the Company has included  shares  issued in the
September 2001 equity offering,  used to finance the acquisition of Alliant, and
the equity issued to acquire Superdiplo:

                                      F-42
<PAGE>

                                   ROYAL AHOLD
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
          FISCAL YEARS 2002, 2001 (AS RESTATED) AND 2000 (AS RESTATED)
    (AMOUNTS IN EUR MILLIONS, EXCEPT PER SHARE DATA, UNLESS OTHERWISE STATED)

<TABLE>
<CAPTION>
Pro forma statement of operations data                                2002           2001             2000
                                                               (unaudited)     (unaudited)      (unaudited)
                                                               -----------     -----------      -----------
<S>                                                                <C>             <C>              <C>
Net sales                                                          63,299          61,034           55,819
Income before interest and taxes                                      262           2,060            1,905
Net income (loss) after preferred dividends                        (1,369)            440              960

Net income (loss) per common share - basic                          (1.48)           0.51             1.16
Net income (loss) per common share - diluted                        (1.48)           0.50             1.08
</TABLE>

The pro forma financial  information does not necessarily reflect the results of
operations that would have occurred had Ahold, DAIH, Alliant,  U.S. Foodservice,
Superdiplo  and  PYA/Monarch  constituted  a  consolidated  entity  during  such
periods. See Note 2. All pro forma financial data for 2001 and 2000 are based on
the restated  historical  financial  information for these years as described in
Note 3. All  historical  figures shown are actual or, for purposes of comparison
restated  fiscal 2002,  2001 and 2000 figures.  The purchase  price paid for all
transactions  reflects future growth expectations and is not based on historical
data.  The  unaudited  pro forma  earnings  data do not reflect the  anticipated
synergies from actual  integration  into Ahold and  stand-alone  improvements in
operating results.  The combined pro forma impact of the remaining  acquisitions
referred to elsewhere in Note 4 would not be  significantly  different  from the
historical information.

5    Exceptional loss on related party default guarantee

In January 1998,  Ahold  purchased a 50% interest in DAIH from VRH, a subsidiary
of the Velox Group, for USD 368 (EUR 408). The Velox Group, which was controlled
by the Peirano family,  also had significant banking activities in Argentina and
Uruguay.  At the time of Ahold's  purchase of its  interest in DAIH,  DAIH owned
50.35% of Disco S.A. and 36.96% of Santa Isabel S.A.

At the time of Ahold's  purchase of its interest in DAIH, a subsidiary of Ahold,
Croesus, Inc. (formerly Ahold U.S.A., Inc.) ("Croesus"), provided a USD 100 loan
to VRH bearing  interest  at 6% per annum and  maturing on January 13, 2008 (the
"USD 100 Loan").  The USD 100 Loan was secured by a pledge of 500 shares of DAIH
owned by VRH.  Pursuant to the terms of a Note Sale Agreement and Transfer Deed,
dated August 3, 1998 (the "Note Sale Agreement"), Croesus sold all of its rights
under  the USD 100  Loan to  Stichting  Philips  Pensioen  Fonds  and  Nationale
Nederlanden  Levensverzekering  Maatschappij (the "Institutional Investors") and
all other related rights (including the rights of Croesus related to the pledged
500 shares of DAIH) for USD 99 (EUR 110).  Under the Note Sale  Agreement,  upon
the occurrence of certain  events,  including a payment  default by VRH on other
indebtedness,  the Institutional Investors had the right to sell to Ahold all of
the  Institutional  Investors'  rights in respect of the USD 100 Loan at a price
equal to the  outstanding  principal  amount of the USD 100 Loan,  together with
interest  accrued to the sale date,  plus a contractually  required  payment for
breakage costs.

Subsequently, VRH obtained the following additional loans from various financial
institutions (the "Lenders") (collectively, the "Secured Bank Loans"):

                                      F-43
<PAGE>

                                   ROYAL AHOLD
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
          FISCAL YEARS 2002, 2001 (AS RESTATED) AND 2000 (AS RESTATED)
    (AMOUNTS IN EUR MILLIONS, EXCEPT PER SHARE DATA, UNLESS OTHERWISE STATED)

o    on  September  1,  1999,  a USD 190 loan,  of which VRH  borrowed  USD 177,
     bearing  interest  per annum at LIBOR plus a margin of 52.5 to 102.5  basis
     points  (depending  upon the  long-term  senior  unsecured  debt rating for
     Ahold), maturing on September 1, 2000, subject to extensions for additional
     one-year terms, and secured by a pledge of 763 shares of DAIH owned by VRH;

o    on December 15, 1999,  a USD 38 loan,  bearing  interest per annum at LIBOR
     plus a margin of 100 basis points,  maturing on December 16, 2000,  subject
     to extensions for additional one-year terms, and secured by a pledge of 156
     shares of DAIH owned by VRH;

o    on April 27, 2000, a USD 38 loan,  bearing interest per annum at LIBOR plus
     a margin of 100  basis  points,  maturing  on April 28,  2001,  subject  to
     extensions for additional  one-year  terms,  and secured by a pledge of 156
     shares of DAIH owned by VRH;

o    on June 9, 2000, a USD 28 loan,  bearing interest per annum at LIBOR plus a
     margin of 100 basis points, maturing on June 9, 2001, subject to extensions
     for  additional  one-year  terms,  and secured by a pledge of 117 shares of
     DAIH owned by VRH;

o    on June 12, 2001, a USD 30 loan, bearing interest per annum at LIBOR plus a
     margin of 125 basis points,  maturing on December 14, 2002,  subject to one
     two-year extension,  and secured by a pledge of 122 shares of DAIH owned by
     VRH; and

o    on May 23, 2002, a USD 24 loan (the "May 2002 Loan"),  bearing interest per
     annum at LIBOR plus a margin of 100 basis points, maturing on May 23, 2005,
     subject to prepayment under certain circumstances,  and secured by a pledge
     of 302 shares of DAIH owned by VRH.

A portion of the  proceeds of the Secured  Bank Loans was used to finance  VRH's
share of capital  investments  in DAIH.  At the time of each  Secured Bank Loan,
Ahold agreed with the relevant  Lender that, if an event of default  occurred in
respect of that  Secured  Bank Loan,  Ahold  would  purchase or cause one of its
designated affiliates to purchase from VRH the DAIH shares pledged in connection
therewith at a specified  price: USD 260,000 per share in the case of all of the
Secured Bank Loans except for the May 2002 loan, and USD 82,500 per share in the
case of the May 2002 Loan.  It was  agreed  that the  proceeds  would be paid by
Ahold or its  designated  affiliate  to the  relevant  Lender  under the related
Secured Bank Loan for amounts owed by VRH to that Lender there under.

On March 5,  2002,  Ahold  provided  a USD 5  unsecured  loan to VRH (the "USD 5
Loan").

No  accrual  was  made in  Ahold's  fiscal  2000  financial  statements  for the
contingent   liabilities  relating  to  the  foregoing  arrangements  since  the
likelihood  that VRH  would  default  was  considered  to be remote at the time.
Shortly after the end of fiscal 2001,  there were  indications  that VRH and the
Velox Group were facing financial  difficulties as a result of the deteriorating
political  and economic  situation in  Argentina.  Based on an evaluation of the
positive and negative  evidence  available to assess the likelihood of a default
of VRH as of April 9, 2002, the date of the filing of Ahold's fiscal 2001 annual
report on Form 20-F, Ahold concluded at the time that it was reasonably possible
but not probable that VRH would default. The negative evidence included:

                                      F-44
<PAGE>

                                   ROYAL AHOLD
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
          FISCAL YEARS 2002, 2001 (AS RESTATED) AND 2000 (AS RESTATED)
    (AMOUNTS IN EUR MILLIONS, EXCEPT PER SHARE DATA, UNLESS OTHERWISE STATED)

o    the  deterioration  of the  Argentine  economy in the latter  half of 2001,
     followed by the  enactment  of certain  economic  policies in  Argentina in
     2002,  including  a policy  under which  certain  debts  denominated  in US
     dollars  within the banking  sector were  adjusted to fix the loans as peso
     loans on a one-to-one mandatory conversion basis. The Company believes this
     policy  especially  affected the Peirano  family,  whose holdings  included
     Argentine banking assets.

o    communications  from a member of the Peirano family and from VRH management
     in 2002 indicating the existence of liquidity problems.

The positive evidence included:

o    indications that certain  financial  institutions were providing support to
     the Peirano family.

o    confirmations  received from a member of the Peirano  family  indicating an
     ability and intent to avoid default and remain a long-term partner in DAIH.

On the balance, the Company believed that while it was reasonably  possible,  it
was not  probable  as of the date of release of its 2001  financial  statements,
that VRH would  default on its loans.  Accordingly,  no accrual was  recorded in
Ahold's fiscal 2001 financial statements.

The  Company's  management  believes  that the  effects of a new law  enacted in
Argentina,  the  subsequent  devaluation  of the Argentine  peso, and subsequent
actions  taken by national  banking  regulators  with respect to the Velox Group
banks,  all of which  happened  in 2002,  are the  primary  events that may have
ultimately  led to Velox's  default.  Since a large portion of the Velox Group's
holdings comprised banks in Argentina and Uruguay,  these events are believed to
have  significantly  affected not only the Velox Group's bank in Argentina,  but
also its bank in Uruguay. Therefore, the Company believes that even in the event
that it were to have concluded that Velox's  default was probable at the date of
the issuance of the Company's  financial  statements on April 9, 2002,  the loss
would not have been recorded in 2001,  because  conditions  did not exist at the
date of the balance sheet being reported on, but rather arose subsequent to that
date.

On July 16, 2002, Ahold received a default notice from one of the Lenders, which
then  triggered  defaults  under all of the Secured Bank Loans and the Note Sale
Agreement. Subsequently, each of the Lenders exercised its right to require that
Ahold  purchase  shares of DAIH  pledged to secure VRH's  obligations  under the
relevant  Secured Bank Loan.  In  accordance  with Ahold's  agreements  with the
Lenders,  in July and August 2002,  Ahold Latin America,  Inc., as the affiliate
designated by Ahold, purchased the 1,207 shares of DAIH pledged under all of the
Secured  Bank Loans  except for the May 2002 loan at a price of USD  260,000 per
share and the 294 shares of DAIH  pledged  under the May 2002 Loan at a price of
USD 82,500  per share.  Of the 1,616  shares of DAIH  originally  pledged to the
Lenders  under the Secured Bank Loans,  Ahold was  obligated  to purchase  1,501
shares of DAIH for USD 338 (EUR 341),  which  provided  sufficient  funds to the
Lenders to pay off VRH's obligations under the Secured Bank Loans.

Pursuant to the Note Sale Agreement, the Institutional Investors exercised their
right to transfer  their  rights  under the USD 100 Loan to Ahold.  As a result,
Ahold  paid the  Institutional  Investors  USD 110

                                      F-45
<PAGE>

                                   ROYAL AHOLD
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
          FISCAL YEARS 2002, 2001 (AS RESTATED) AND 2000 (AS RESTATED)
    (AMOUNTS IN EUR MILLIONS, EXCEPT PER SHARE DATA, UNLESS OTHERWISE STATED)

(EUR  111)  consisting  of the  outstanding  principal  of the USD 100  Loan and
interest  thereon,  plus the required payment for breakage costs. The 500 shares
of DAIH pledged as collateral  for the USD 100 Loan were  transferred  to Ahold.
Ahold purchased the 500 DAIH shares at a price of USD 40,000 per share, with the
purchase price being set off against  amounts owed by VRH to Ahold under the USD
100 Loan.

Ahold  purchased from VRH the 115 DAIH shares  remaining from the pledges of the
Secured  Bank Loans for a total  purchase  price of USD 5 (USD 40,000 per share)
with the purchase price being set off against  remaining  amounts owed by VRH to
Ahold under the USD 100 Loan.

In connection  with the foregoing  transactions,  Ahold paid the Lenders and the
Institutional  Investors a total amount of USD 448 (EUR 452). As a result of the
foregoing transactions, Ahold assumed full ownership of DAIH.

Since the purchase price for the DAIH shares referred to above exceeded the fair
value of the shares  acquired,  and as a result of  writing  off the USD 5 Loan,
Ahold  recorded a EUR 372 loss in  connection  with this  transaction  in fiscal
2002.

The loss was calculated as follows:

(amounts in million of USD, except as noted)                       Fiscal 2002
                                                                   -----------
Cash paid to Lenders and Institutional Investors                          448
Write-off of loan to Velox                                                  5
                                                                     --------
Total                                                                     453
Fair value of 2,116 shares at USD 40,000 per share                        (85)
                                                                     ---------
Exceptional loss on Default                                               368
                                                                     =========
Exceptional loss on default in EURO                                       372
                                                                     =========

6    Goodwill

Goodwill, net of amortization,  recorded in the balance sheet as of December 29,
2002  amounts to EUR  3,053.  Of this  goodwill,  net of  amortization,  EUR 485
relates to Ahold's  retail trade  segments and EUR 2,568 relates to Ahold's Food
service segments, which are discussed separately below.

                                      F-46
<PAGE>

                                   ROYAL AHOLD
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
          FISCAL YEARS 2002, 2001 (AS RESTATED) AND 2000 (AS RESTATED)
    (AMOUNTS IN EUR MILLIONS, EXCEPT PER SHARE DATA, UNLESS OTHERWISE STATED)

The following table summarizes the changes in goodwill for Ahold's retail
segments:

<TABLE>
<CAPTION>
                                                                             Retail trade
                                             --------------------------------------------------------------------------
                                               Stop &       U.S.     Albert       Europe     Latin      Asia
                                                 Shop      Other      Heijn        Other   America   Pacific      Total
                                               ------      -----     ------       ------   -------   -------      -----
<S>                                               <C>      <C>          <C>       <C>        <C>         <C>    <C>
As of January 2, 2000                             --         --         --          --         --        --        --
Acquisitions                                      --          1         --        1,208        --        --      1,209
                                               ------   --------     ------    ---------   -------    ------   --------
As of December 31, 2000                           --          1         --        1,208        --        --      1,209
Acquisitions                                      --        198          6           51        46        --        301
Purchase accounting adjustments                   --         --         --          155        --        --        155
Divestments                                       --         (4)        --           --        --        --         (4)
Amortization                                      --         (5)        (1)         (70)       --        --        (76)
Exchange rate differences                         --          3         --           (2)        4        --          5
                                               ------   --------     ------    ---------   -------    ------   --------
As of December 30, 2001                           --        193          5        1,342        50        --      1,590
Acquisitions                                      --          6         14          --        237         2        259
Purchase accounting adjustments                   15         46         --           13        42        --        116
Divestments                                       --         --         --           (1)       --        --         (1)
Amortization                                      (1)       (19)        (3)         (70)       (6)       --        (99)
Impairment charges                                --       (128)        --         (898)     (253)       (2)    (1,281)
Exchange rate differences                         --        (29)        --           --       (70)       --        (99)
                                               ------   --------     ------    ---------   -------    ------   --------
As of December 29, 2002                           14         69         16          386        --        --        485
                                               ======   ========     ======    =========   =======    ======   ========
</TABLE>

In fiscal 2002, as a result of the general slow-down or negative economic growth
in most  regions in which  Ahold  operates  and the  increasing  competition  in
certain markets,  Ahold's goodwill  impairment tests resulted in the recognition
of EUR 1,281 in  impairment  charges in the  Company's  retail  trade  reporting
units. The Company recorded the following impairment charges in 2002:

o    Bruno's  Supermarket's  - acquired in December  2001,  and part of the U.S.
     Other  segment,   recorded  an  impairment   charge  of  EUR  128.  Bruno's
     Supermarkets  operates in the  Southeast  U.S.  During  2002,  the economic
     environment  changed as one of  Bruno's  Supermarkets  closest  competitors
     introduced  significant price cuts that were followed by other competitors,
     creating one of the most  competitive  markets in this region.  Competitive
     pricing  strategies  coupled  with a declining  economic  trend  during the
     second half of 2002 resulted in deteriorating sales and profit margins. The
     effect of these events indicated that Bruno's Supermarkets future operating
     performance   would  be  severely   affected.   Accordingly,   the  Company
     significantly  revised its forecasts in the fourth  quarter of 2002,  which
     resulted in an  impairment  charge for the full amount of goodwill that was
     recorded when the Company purchased Bruno's Supermarkets.
o    Ahold Supermercados  Spain - part of the Europe Other segment,  recorded an
     impairment  charge of EUR 898. This impairment was the result of lower than
     expected operating performance after the acquisition of Superdiplo,  mainly
     caused by a slow-down in the Spanish  economy and lower than  expected cost
     savings after the integration of Ahold's businesses in Spain.
o    DAIH - part of the Latin America  segment,  recorded an impairment  charge,
     after Ahold acquired our partner's interest in July and August 2002, of EUR
     199.  This  impairment  was  recognized  for  Ahold's   investment  in  its
     subsidiaries  Disco (which  operates in Argentina)  and Santa Isabel (which
     operates primarily in Chile,  Paraguay and Peru), since the economic crisis
     in  Argentina  and  to  a  lesser  extent  Chile,  resulted  in  a  revised
     expectation of the future cash flows of each reporting unit's operations.
o    Bompreco  and G.  Barbosa  (both  operating  in Brazil) - part of the Latin
     America segment,  recorded an impairment  charge of EUR 54. This impairment
     was the  result of lower  than

                                      F-47
<PAGE>

                                   ROYAL AHOLD
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
          FISCAL YEARS 2002, 2001 (AS RESTATED) AND 2000 (AS RESTATED)
    (AMOUNTS IN EUR MILLIONS, EXCEPT PER SHARE DATA, UNLESS OTHERWISE STATED)

     expected  operating  performance,   which  is  mainly  the  result  of  the
     devaluation of the Brazilian Real and a slow down in the Brazilian  economy
     in 2002.

The following table  summarizes the changes in goodwill for Ahold's food service
businesses:

                                                 Food service
                                    -------------------------------------
                                           U.S.       Europe       Total
As of January 2, 2000                      ----       ------       -----
Acquisitions                             1,404           --       1,404
Amortization                                (5)          --          (5)
Exchange rate differences                  (93)          --         (93)
                                     ----------      -------  ----------
As of December 31, 2000                  1,306           --       1,306
Acquisitions                             1,626            2       1,628
Purchase accounting adjustments             33           --          33
Divestments                                 (2)          --          (2)
Amortization                               (76)          --         (76)
Exchange rate differences                  112           --         112
                                      ---------      -------   ---------
As of December 30, 2001                  2,999            2       3,001
Acquisitions                                78           --          78
Purchase accounting adjustments            120           --         120
Divestments                                 --           (2)         (2)
Amortization                              (154)          --        (154)
Exchange rate differences                 (475)          --        (475)
                                     ----------     --------   ---------
As of December 29, 2002                  2,568           --       2,568
                                     ==========     ========   =========

In Ahold's  food  service  business,  under Dutch GAAP no  impairment  charge is
recognized due to the fact that the goodwill on the  acquisition of USF in 2000,
was charged against equity.

7    Business segment information

Ahold has  determined its  reportable  segments based on its internal  reporting
practices and how the Company's  management  evaluates  the  performance  of its
operations and allocates  resources.  In fiscal 2002, Ahold operated principally
in two business areas, retail trade and food service. In fiscal 2002, the Retail
Trade  business area operated in four  geographic  regions  (including the joint
ventures): the U.S., Europe (most significantly The Netherlands, Czech Republic,
Slovakia,  Poland,  Spain,  Portugal and  Scandinavia),  Latin America  (Brazil,
Argentina, Chile, Peru, Paraguay,  Guatemala, El Salvador,  Honduras,  Nicaragua
and Costa Rica) and Asia Pacific  (Malaysia,  Thailand and Indonesia).  The food
service business operates in the U.S. and Europe (The Netherlands and Belgium).

Within Ahold's  business areas and by geographic  regions  described  above, the
Company identified various operating segments. Operating segments that represent
more than 10% of the Company's operations, based on net sales, operating income,
or  total  assets,  are  considered   reportable  segments  for  which  separate
information is provided. Accordingly, Stop & Shop, Giant-Landover,  Albert Heijn
and USF are presented as separate reportable segments.  Other operating segments
that  do not  individually  represent  more  than  10%  are  aggregated  and are
presented as one reportable  segment only if the segments have similar  economic
characteristics,  and if the segments are similar in a majority of the following
areas:  the  nature  of the  products,  the  customer  type and the  methods  of
distribution.  These segments are presented as U.S. Other,  Europe Other,  Latin
America and Asia

                                      F-48
<PAGE>

                                   ROYAL AHOLD
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
          FISCAL YEARS 2002, 2001 (AS RESTATED) AND 2000 (AS RESTATED)
    (AMOUNTS IN EUR MILLIONS, EXCEPT PER SHARE DATA, UNLESS OTHERWISE STATED)

Pacific.  Activities  included in the "other  activities"  category  include the
ownership and  management of real estate  properties  and certain  insignificant
production activities.

Since the Company's  management  reviews the full financial results of its joint
ventures in Portugal,  Scandinavia  and Latin America,  these joint ventures are
considered operating segments.  Accordingly, the amounts presented below for the
Europe Other and Latin America  segments include amounts relating to these joint
ventures,  which are not consolidated in the Company's financial  statements.  A
separate line item is included  below to identify the amounts  relating to these
joint ventures which  reconcile the segment totals to the  consolidated  amounts
for each reportable segment.

In 2001,  Ahold  reorganized  its  corporate  functions  in the U.S. in order to
segregate retail trade and food service  operations.  The financial  information
relating to these  corporate  functions  is  allocated  to retail  trade or food
service,  as  appropriate.  The  comparative  segment  information  for 2000 was
retroactively adjusted to reflect this change.

The  accounting  policies used for the segments are the same as the  significant
accounting policies used for the consolidated  financial statements as described
in Note 2.  Performance of the segments is evaluated based on operating  income.
The Company  accounts for  intersegment  sales and  transfers as if the sales or
transfers were to third parties at current  market prices.  Sales are attributed
to countries based on the location of the store or distribution location.

<TABLE>
<CAPTION>
Net Sales (including intersegment sales)                                      fiscal 2002   fiscal 2001    fiscal 2000
                                                                              -----------   -----------    -----------
<S>                                                                                <C>            <C>            <C>
Retail Trade
   Stop & Shop                                                                     10,043         9,809          6,893
   Giant-Landover                                                                   5,614         5,726          5,197
   U.S. Other                                                                      13,804        11,952         11,882
                                                                               -----------   -----------    ----------
         Total U.S.                                                                29,461        27,487         23,972
   Europe other including joint ventures                                           16,398        15,306         10,510
   Joint ventures Europe                                                           (9,282)       (8,572)        (6,309)
                                                                               -----------   -----------    -----------
      Europe other excluding joint ventures                                         7,116         6,734          4,201
   Albert Heijn                                                                     5,703         5,410          5,202
                                                                               -----------   -----------    ----------
         Total Europe                                                              12,819        12,144          9,403
   Latin America including joint ventures                                           4,354         4,900          5,081
   Joint ventures Latin America                                                    (2,211)       (3,626)        (4,271)
                                                                               -----------   -----------    -----------
      Latin America excluding joint ventures                                        2,143         1,274            810
   Asia Pacific                                                                       458           400            402
                                                                               -----------   -----------    ----------
Total Retail Trade                                                                 44,881        41,305         34,587
Food Service
   USF                                                                             18,572        13,596          6,660
   Europe                                                                             873           883            762
                                                                                -----------   -----------    ----------
Total Food Service                                                                 19,445        14,479          7,422

Other activities                                                                      366           348            342
Intersegment sales                                                                 (2,009)       (1,919)        (1,518)
                                                                                -----------   -----------    -----------
Total                                                                              62,683        54,213         40,833
                                                                                ===========   ===========    ===========
</TABLE>

                                      F-49
<PAGE>

                                   ROYAL AHOLD
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
          FISCAL YEARS 2002, 2001 (AS RESTATED) AND 2000 (AS RESTATED)
    (AMOUNTS IN EUR MILLIONS, EXCEPT PER SHARE DATA, UNLESS OTHERWISE STATED)

<TABLE>
<CAPTION>
Net Sales (excluding intersegment)                                            fiscal 2002   fiscal 2001    fiscal 2000
                                                                              -----------   -----------    -----------

<S>                                                                                <C>            <C>            <C>
Retail Trade
   Stop & Shop                                                                     10,043         9,809          6,886
   Giant-Landover                                                                   5,614         5,714          5,196
   U.S. Other                                                                      12,179        10,395         10,687
                                                                               -----------   -----------    ----------
         Total U.S.                                                                27,836        25,918         22,769
   Europe other including joint ventures                                           16,397        15,302         10,502
   Joint ventures Europe                                                           (9,282)       (8,572)        (6,309)
                                                                               -----------   -----------    -----------
      Europe other excluding joint ventures                                         7,115         6,730          4,193
   Albert Heijn                                                                     5,703         5,409          5,201
                                                                               -----------   -----------    ----------
         Total Europe                                                              12,818        12,139          9,394
   Latin America including joint ventures                                           4,354         4,900          5,081
   Joint ventures Latin America                                                    (2,211)       (3,626)        (4,271)
                                                                               -----------   -----------    -----------
      Latin America excluding joint ventures                                        2,143         1,274            810
   Asia Pacific                                                                       458           400            402
                                                                               -----------   -----------    ----------
Total Retail Trade                                                                 43,255        39,731         33,375
Food Service
   USF                                                                             18,508        13,556          6,649
   Europe                                                                             872           882            761
                                                                                -----------   -----------    ----------
Total Food Service                                                                 19,380        14,438          7,410

Other activities                                                                       48            44             48
                                                                                -----------   -----------    ----------
Total                                                                              62,683        54,213         40,833
                                                                                ===========   ===========    ==========
</TABLE>

<TABLE>
<CAPTION>
Operating income                                                              fiscal 2002   fiscal 2001    fiscal 2000
                                                                              -----------   -----------    -----------

<S>                                                                                  <C>           <C>            <C>
Retail Trade
   Stop & Shop                                                                        760           626            553
   Giant-Landover                                                                     407           381            291
   U.S. Other                                                                         236           435            250
                                                                                ----------    ----------     ---------
         Total U.S.                                                                 1,403         1,442          1,094
   Europe other including joint ventures                                             (620)          353            340
   Joint ventures Europe                                                             (309)         (307)          (232)
                                                                                ----------    ----------     ----------
     Europe other excluding joint ventures                                           (929)           46            108
   Albert Heijn                                                                       262           245            191
                                                                                ----------    ----------     ---------
         Total Europe                                                                (667)          291            299
   Latin America including joint ventures                                            (210)          153            186
   Joint ventures Latin America                                                       (58)          (98)          (135)
                                                                                ----------    ----------     ----------
     Latin America excluding joint ventures                                          (268)           55             51
   Asia Pacific                                                                       (33)          (20)           (30)
                                                                                ----------    ----------    -----------
Total Retail Trade                                                                    435         1,768          1,414
Food Service
   USF                                                                                160            47            105
   Europe                                                                               8            23             24
                                                                                 ----------    ----------    ----------
Total Food Service                                                                    168            70            129

Other activities                                                                     (364)           73             92
                                                                                  ---------    ----------     ---------
Total                                                                                 239         1,911          1,635
                                                                                  =========    ==========     =========
</TABLE>

                                      F-50
<PAGE>

                                   ROYAL AHOLD
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
          FISCAL YEARS 2002, 2001 (AS RESTATED) AND 2000 (AS RESTATED)
    (AMOUNTS IN EUR MILLIONS, EXCEPT PER SHARE DATA, UNLESS OTHERWISE STATED)

<TABLE>
<CAPTION>
Tangible fixed and intangible assets                                         December 29,      December 30,      December 31,
                                                                                     2002              2001              2000
                                                                             ------------      ------------      ------------

<S>                                                                                <C>               <C>               <C>
Retail Trade
   Stop & Shop                                                                      3,159             3,358             2,189
   Giant-Landover                                                                     933             1,057               948
   U.S. Other                                                                       2,869             3,455             3,003
                                                                                ----------       -----------       -----------
         Total U.S.                                                                  6,961            7,870             6,140
   Europe other including joint ventures                                            4,257             5,041             4,595
   Joint ventures Europe                                                           (2,497)           (2,309)           (2,132)
                                                                                ----------       -----------       -----------
     Europe other excluding joint ventures                                          1,760             2,732             2,463
   Albert Heijn                                                                       589               611               597
                                                                                ----------       -----------       -----------
         Total Europe                                                               2,349             3,343             3,060
   Latin America including joint ventures                                           1,336             1,633             1,902
   Joint ventures Latin America                                                      (476)           (1,016)           (1,335)
                                                                                ----------       -----------       -----------
     Latin America excluding joint ventures                                           860               617               567
   Asia Pacific                                                                        72                76                67
                                                                                ----------       -----------       -----------
Total Retail Trade                                                                 10,242            11,906             9,834
Food Service
   USF                                                                              3,689             4,476             2,041
   Europe                                                                              55                55                54
                                                                                ----------       -----------       -----------
Total Food Service                                                                  3,744             4,531             2,095

Other activities                                                                      924             1,053               815
                                                                                ----------       -----------       -----------
Total                                                                              14,910            17,490            12,744
                                                                                ==========       ===========       ===========
</TABLE>

<TABLE>
<CAPTION>
Investments in tangible fixed assets                                          fiscal 2002   fiscal 2001    fiscal 2000
                                                                              -----------   -----------    -----------

<S>                                                                                 <C>           <C>            <C>
Retail Trade
   Stop & Shop                                                                        643         1,294            538
   Giant-Landover                                                                     222           218            156
   U.S. Other                                                                         555           187            760
                                                                                ----------    ----------     ---------
         Total U.S.                                                                 1,420         1,699          1,454
   Europe other including joint ventures                                              766           757            792
   Joint ventures Europe                                                             (408)         (353)          (537)
                                                                                ----------    ----------     ----------
     Europe other excluding joint ventures                                            358           404            255
   Albert Heijn                                                                        91           146             95
                                                                                ----------    ----------     ---------
         Total Europe                                                                 449           550            350
   Latin America including joint ventures                                             152           217            457
   Joint ventures Latin America                                                       (56)         (133)          (386)
                                                                                ----------    ----------     ----------
     Latin America excluding joint ventures                                            96            84             71
   Asia Pacific                                                                        30            26             18
                                                                                ----------    ----------     ---------
Total Retail Trade                                                                  1,995         2,359          1,893
Food Service
   USF                                                                                118           115             30
   Europe                                                                              12            11             12
                                                                                 ----------    ----------     ---------
Total Food Service                                                                    130           126             42

Other activities                                                                      196           252            121
                                                                                 ----------    ----------     ---------
Total                                                                               2,321         2,737          2,056
                                                                                 ==========    ==========     =========
</TABLE>

                                      F-51
<PAGE>

                                   ROYAL AHOLD
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
          FISCAL YEARS 2002, 2001 (AS RESTATED) AND 2000 (AS RESTATED)
    (AMOUNTS IN EUR MILLIONS, EXCEPT PER SHARE DATA, UNLESS OTHERWISE STATED)

<TABLE>
<CAPTION>
Investments in intangible assets (including goodwill)                         fiscal 2002   fiscal 2001    fiscal 2000
                                                                              -----------   -----------    -----------

<S>                                                                                   <C>         <C>            <C>
Retail Trade
   Stop & Shop                                                                         46            51             (2)
   Giant-Landover                                                                      11             5             (1)
   U.S. Other                                                                         182           278             93
                                                                                ----------    ----------     ----------
         Total U.S.                                                                   239           334             90
   Europe other including joint ventures                                               80            60          1,225
   Joint ventures Europe                                                              (30)          (60)            (7)
                                                                                ----------    ----------     ----------
     Europe other excluding joint ventures                                             50            --          1,218
   Albert Heijn                                                                        20            19              7
                                                                                ----------    ----------     ----------
         Total Europe                                                                  70            19          1,225
   Latin America including joint ventures                                             185            92             13
   Joint ventures Latin America                                                        (9)          (37)            (9)
                                                                                ----------    ----------     ----------
     Latin America excluding joint ventures                                           176            55              4
   Asia Pacific                                                                         1             1              1
                                                                                ----------    ----------     ----------
Total Retail Trade                                                                    486           409          1,320
Food Service
   USF                                                                                201         1,658          1,404
   Europe                                                                               1             2             --
                                                                                ----------    ----------     ----------
Total Food Service                                                                    202         1,660          1,404

Other activities                                                                       45           218             66
                                                                                ----------    ----------     ----------
Total                                                                                 733         2,287          2,790
                                                                                ==========    ==========     ==========
</TABLE>

<TABLE>
<CAPTION>
Depreciation and amortization                                                 fiscal 2002   fiscal 2001    fiscal 2000
                                                                              -----------   -----------    -----------

<S>                                                                                 <C>           <C>              <C>
Retail Trade
   Stop & Shop                                                                        291           274            164
   Giant-Landover                                                                     139           138            117
   U.S. Other                                                                         460           383            376
                                                                                ----------    ----------     ---------
         Total U.S.                                                                   890           795            657
   Europe other including joint ventures                                              471           350            213
   Joint ventures Europe                                                             (210)         (190)          (128)
                                                                                ----------    ----------     ---------
     Europe other excluding joint ventures                                            261           160             85
   Albert Heijn                                                                       124           127            125
                                                                                ----------    ----------     ---------
         Total Europe                                                                 385           287            210
   Latin America including joint ventures                                             142           172            147
   Joint ventures Latin America                                                       (64)         (134)          (127)
                                                                                ----------    ----------     ---------
     Latin America excluding joint ventures                                            78            38             20
   Asia Pacific                                                                        18            19             19
                                                                                ----------    ----------     ---------
Total Retail Trade                                                                  1,371         1,139            906
Food Service
   USF                                                                                300           139             41
   Europe                                                                              10            10             10
                                                                                ----------    ----------     ---------
Total Food Service                                                                    310           149             51

Other activities                                                                       38           105             --
                                                                                ----------    ----------     ---------
Total                                                                               1,719         1,393            957
                                                                                ==========    ==========     =========
</TABLE>

                                      F-52
<PAGE>

                                   ROYAL AHOLD
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
          FISCAL YEARS 2002, 2001 (AS RESTATED) AND 2000 (AS RESTATED)
    (AMOUNTS IN EUR MILLIONS, EXCEPT PER SHARE DATA, UNLESS OTHERWISE STATED)

<TABLE>
Assets related to operations (including intersegment balances)               December 29,      December 30,   December 31,
                                                                                     2002              2001           2000
                                                                             ------------      ------------   ------------

<S>                                                                                <C>           <C>            <C>
Retail Trade
   Stop & Shop                                                                      4,190             4,767          3,272
   Giant-Landover                                                                   1,527             1,932          2,002
   U.S. Other                                                                       5,847             6,475          5,285
                                                                                ----------        ----------     ---------
         Total U.S.                                                                11,564            13,174         10,559
   Europe other including joint ventures                                            8,292             7,466          6,797
   Joint ventures Europe                                                           (4,615)           (3,958)        (3,735)
                                                                                ----------        ----------     ---------
     Europe other excluding joint ventures                                          3,677             3,508          3,062
   Albert Heijn                                                                     1,192             1,134          1,123
                                                                                ----------        ----------     ---------
         Total Europe                                                               4,869             4,642          4,185
   Latin America including joint ventures                                           2,428             2,877          3,264
   Joint ventures Latin America                                                      (778)           (1,752)        (1,918)
                                                                                ----------        ----------     ---------
     Latin America excluding joint ventures                                         1,650             1,125          1,346
   Asia Pacific                                                                       182               179            172
                                                                                ----------        ----------     ---------
Total Retail Trade                                                                 18,265            19,120         16,262
Food Service
   USF                                                                              6,051             6,850          3,774
   Europe                                                                             221               305            217
                                                                                ----------        ----------     ---------
Total Food Service                                                                  6,272             7,155          3,991

Other activities                                                                    2,057             4,471          3,262
Intersegment balances                                                              (1,856)           (2,120)        (1,981)
                                                                                ----------        ----------     ---------
Total                                                                              24,738            28,626         21,534
                                                                                ==========        ==========     =========
</TABLE>

<TABLE>
<CAPTION>
Liabilities related to operations (including intersegment balances)          December 29,      December 30,    December 31,
                                                                                     2002              2001            2000
                                                                             ------------      ------------    ------------

<S>                                                                                <C>               <C>            <C>
Retail Trade
   Stop & Shop                                                                      1,020             1,149           1,569
   Giant-Landover                                                                     770               719             773
   U.S. Other                                                                       2,249             2,596           2,069
                                                                                ----------        ----------      ---------
         Total U.S.                                                                 4,039             4,464           4,411
   Europe other including joint ventures                                            4,083             3,953           3,373
   Joint ventures Europe                                                           (1,546)           (1,547)         (1,529)
                                                                                ----------        ----------      ---------
     Europe other excluding joint ventures                                          2,537             2,406           1,844
   Albert Heijn                                                                       228               410             475
                                                                                ----------        ----------      ---------
         Total Europe                                                               2,765             2,816           2,319
   Latin America including joint ventures                                             909             1,076           1,256
   Joint ventures Latin America                                                      (238)             (597)           (786)
                                                                                ----------        ----------      ---------
     Latin America excluding joint ventures                                           671               479             470
   Asia Pacific                                                                       102               108              99
                                                                                ----------        ----------      ---------
Total Retail Trade                                                                  7,577             7,867           7,299
Food Service
   USF                                                                              1,712             2,063           1,143
   Europe                                                                             134               218             147
                                                                                ----------        ----------      ---------
Total Food Service                                                                  1,846             2,281           1,290

    Other activities                                                                1,599             1,325            925
Intersegment balances                                                              (1,856)           (2,120)        (1,981)
                                                                                ----------        ----------      ---------
Total                                                                               9,166             9,353          7,533
                                                                                ==========        ==========      =========
</TABLE>

                                      F-53
<PAGE>

                                   ROYAL AHOLD
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
          FISCAL YEARS 2002, 2001 (AS RESTATED) AND 2000 (AS RESTATED)
    (AMOUNTS IN EUR MILLIONS, EXCEPT PER SHARE DATA, UNLESS OTHERWISE STATED)

<TABLE>
Average number of employees in full-time equivalents                          fiscal 2002   fiscal 2001    fiscal 2000
                                                                              -----------   -----------    -----------

<S>                                                                               <C>           <C>            <C>
Retail Trade
   Stop & Shop                                                                     40,027        34,074         28,139
   Giant-Landover                                                                  20,978        21,753         21,845
   U.S. Other                                                                      58,519        53,008         56,961
                                                                                ----------    ----------     ----------
         Total U.S.                                                               119,524       108,835        106,945
   Europe other including joint ventures                                           73,748        62,057         33,370
   Joint ventures Europe                                                          (29,370)      (24,135)       (12,642)
                                                                                ----------    ----------     ----------
     Europe other excluding joint ventures                                         44,378        37,922         20,728
   Albert Heijn                                                                    22,425        22,292         22,934
                                                                                ----------    ----------     ----------
         Total Europe                                                              66,803        60,214         43,662
   Latin America including joint ventures                                          42,808        53,162         41,586
   Joint ventures Latin America                                                        --      (31,683)       (31,015)
                                                                                ----------    ----------     ----------
     Latin America excluding joint ventures                                        42,808        21,479         10,571
   Asia Pacific                                                                     8,260         7,418          7,281
                                                                                ----------    ----------     ----------
Total Retail Trade                                                                237,395       197,946        168,459
Food Service
   USF                                                                             14,467        14,199         11,167
   Europe                                                                           2,003         1,991          1,786
                                                                                ----------    ----------     ----------
Total Food Service                                                                 16,470        16,190         12,953

Other activities                                                                      414           785            602
                                                                                ----------    ----------     ----------
Total                                                                             254,279       214,921        182,014
                                                                                ==========    ==========     ==========
</TABLE>

During  fiscal  2002,  2001 and 2000,  net sales  excluding  intersegment  sales
attributable to The Netherlands amounted to EUR 10,119, EUR 9,720 and EUR 8,683,
respectively.  During fiscal 2002, 2001 and 2000, tangible and intangible assets
attributable to The Netherlands  amounted to EUR 1,388, EUR 1,378 and EUR 1,319,
respectively.  The EUR 372 exceptional loss on related party default  guarantees
discussed in Note 5, was recorded in the Other activities segment.

                                      F-54
<PAGE>

                                   ROYAL AHOLD
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
          FISCAL YEARS 2002, 2001 (AS RESTATED) AND 2000 (AS RESTATED)
    (AMOUNTS IN EUR MILLIONS, EXCEPT PER SHARE DATA, UNLESS OTHERWISE STATED)

8    Restructuring provisions

The table below  specifies the changes in  restructuring  provisions  for fiscal
2002, 2001 and 2000:

<TABLE>
<CAPTION>
                                                          Severance      Closing        Rent        Total
                                                            Costs         Costs     Liabilities     -----
                                                          ---------      -------    -----------

<S>                                                            <C>          <C>            <C>      <C>
January 2, 2000                                                  51            3             70       124
Restructuring charged acquisition                                 5           72             34       111
Restructuring charged income statement                           --           --              8         8
Used in year                                                   (13)          (9)           (75)      (97)
Change in estimate                                              (1)          (3)            (1)       (5)
Exchange rate difference                                        --           --              11        11
                                                               ----         ----           ----     -----
December 31, 2000                                                42           63             47       152
Restructuring charged acquisition                                22           60             36       118
Restructuring charged income statement                           38           38             65       141
Used in year                                                   (24)          (8)           (30)      (62)
Change in estimate/accounting principles                        (5)         (85)            (8)      (98)
Exchange rate difference                                          1            3              8        12
                                                               ----         ----           ----     -----
December 30, 2001                                                74           71            118       263
Restructuring charged acquisition                                 8          --               2        10
Restructuring charged income statement                           28            4             10        42
Used in year                                                   (36)         (36)           (38)     (110)
Change in estimate                                             (34)         (5)             (8)      (47)
Exchange rate difference                                        (4)         (5)            (13)      (22)
                                                               ----         ----           ----     -----
December 29, 2002                                                36          29              71       136
                                                               ====         ====           ====     =====
</TABLE>

Restructuring  provisions as of January 2, 2000, amounting to EUR 124 related to
restructuring  plans  initiated  before  fiscal 2000.  Of this  balance,  EUR 74
related to provisions at Stop & Shop,  Giant Foods and BI-LO,  ("U.S.  Retail"),
EUR 38 to Albert Heijn and EUR 12 to various other operating companies.

Fiscal 2000 changes to the restructuring provision
In fiscal 2000 the Company recorded acquisition related restructuring  provision
of EUR 111. Of these provision EUR 72 related to the acquisition of USF in April
2000,  EUR 34 to the  acquisition  of A&P in September 2000 and EUR 5 related to
other  acquisitions.  For USF these  provision  include closing costs of EUR 34,
rent  liabilities  of EUR 33 and  severance  benefits  of  EUR 5.  For  A&P  the
restructuring provisions mainly related to store closing costs.

During 2000 EUR 97 of the  restructuring  provisions  were  utilized,  EUR 63 of
which related to the restructuring plans at U.S. Retail, EUR 15 to USF, EUR 5 to
A&P, EUR 8 to Albert Heijn and EUR 6 to other various entities.

After  adjustment  for  changes in the  estimated  reserves  EUR (5),  which was
recorded in operating income, and exchange rate effects of EUR 11, the remaining
restructuring  reserve as of December  30, 2000  amounted to EUR 152.  EUR 59 of
this  restructuring  provision  related to USF,  EUR 24 to A&P, EUR 25 to Albert
Heijn, EUR 22 to Spain and EUR 22 to U.S. Retail.

                                      F-55
<PAGE>

                                   ROYAL AHOLD
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
          FISCAL YEARS 2002, 2001 (AS RESTATED) AND 2000 (AS RESTATED)
    (AMOUNTS IN EUR MILLIONS, EXCEPT PER SHARE DATA, UNLESS OTHERWISE STATED)

Fiscal 2001 changes to the restructuring provision
In  fiscal  2001 the  Company  recorded  restructuring  provisions  relating  to
acquisitions for EUR 118. Approximately EUR 111 of this provision related to the
acquisition  of Alliant in November 2001 which  included  provisions for closing
costs  of EUR  60,  rent  liabilities  of EUR 30 and  severance  cost of EUR 21,
relating to the termination of approximately 870 employees.

Furthermore,  the Company recognized  restructuring  provision  amounting to EUR
141,  EUR  111  of  which  relates  to a  restructuring  of our  USF,  EUR 18 to
restructuring  of our operations at U.S.  Retail Spain,  EUR 6 to  restructuring
provisions recorded at Albert Heijn and EUR 6 relates to other various entities.
The USF restructuring  mainly related to the integration of USF's operation with
those of  Alliant  and  include a charge  of EUR 33  relating  to the  severance
benefits of approximately 580 employees,  rent liabilities of EUR 43 and closing
costs of EUR 35.

During 2001 EUR 62 of the restructuring provisions was utilized, mainly relating
to the restructuring efforts at USF.

The Company lowered the estimated  restructuring  provision by approximately EUR
80, of which EUR 33  related to USF,  EUR 21 to A&P and EUR 26 to other  various
entities.  These  reversals  were accounted for as an adjustment to the purchase
price  allocation  resulting in an increase of the  goodwill  recorded for these
acquisitions.  Another EUR 18 was reversed  relating to restructuring  provision
for Albert Heijn.

After the effect of exchange rate effects of EUR 12, the remaining restructuring
reserve as of December 30, 2001 amounted to EUR 263, of which EUR 113 related to
Alliant, EUR 133 to USF and EUR 17 to other various entities.

Fiscal 2002 changes to the structuring provision
In  fiscal  2002 the  Company  recorded  restructuring  provisions  relating  to
acquisitions for EUR 10, relating to various small acquisitions.

In fiscal 2002 the Company recognized EUR 42 of restructuring  provision, EUR 23
of which  relates to a  restructuring  at USF,  EUR 9 to Albert Heijn and EUR 10
mainly  relating  to Latin  America.  The  Company  decided  to  reorganize  its
operations in Latin America, mainly due to the weak economic circumstances. As a
result  of  this   reorganization,   the  Company   recognized  a  liability  of
approximately  EUR 10, mainly for severance  charges relating to the termination
of 2,034 employees,  of which 1,788 were terminated by fiscal year-end 2002. The
restructuring  charges  are  based on formal  plans  approved  by the  Company's
management  using the best  information  available at the time. The amounts that
are  ultimately  incurred  may  change  as  the  plan  is  executed.   This  USF
restructuring  provision includes a charge of EUR 11 relating to the termination
of approximately  employees,  rent liabilities of EUR 9 and closing costs of EUR
3.

During 2001 EUR 110 of the restructuring reserved were utilized, EUR 52 of which
related to the  restructuring  provisions at USF, EUR 32 to Alliant and EUR 6 to
Albert Heijn.

                                      F-56
<PAGE>

                                   ROYAL AHOLD
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
          FISCAL YEARS 2002, 2001 (AS RESTATED) AND 2000 (AS RESTATED)
    (AMOUNTS IN EUR MILLIONS, EXCEPT PER SHARE DATA, UNLESS OTHERWISE STATED)

The Company released approximately EUR 47 of restructuring provision during 2002
relating to restructuring provisions recorded at Alliant for EUR 15, USF for EUR
13 and EUR 19 for other various entities.

After the effect of exchange rate differences of EUR (22), a total restructuring
provision of EUR 136  remained as of December 29, 2002,  of which EUR 79 related
to Alliant, EUR 45 to USF and EUR 12 to other various entities.

9    Salaries and benefits

Labor cost is included in cost of sales and is as follows:

                                  fiscal 2002   fiscal 2001    fiscal 2000
                                  -----------   -----------    -----------

Salaries and wages                      6,771         6,055          4,717
Pension costs                             167           116             61
Other social security charges           1,132         1,022            862
                                      --------      --------       --------
                                        8,070         7,193          5,640
                                      =========     ========       ========

10   Remuneration

Remuneration of the Corporate Executive Board members,  including former members
(EUR 000s)

<TABLE>
<CAPTION>
                                               Fiscal 2002       Fiscal       Fiscal       Total       Total        Total
                                                      Base         2002         2002      fiscal      fiscal       fiscal
                                                    salary     Pensions      Bonuses        2002        2001         2000
                                               -----------     --------      -------      ------      ------       ------
<S>                                                   <C>          <C>          <C>        <C>         <C>          <C>
C.H. van der Hoeven (resigned from Board
effective March 10, 2003)                               907          196        1,394       2,497       3,374        1,969
J.G. Andreae                                            670          156        1,032       1,858       2,570        1,659
W.J. Grize (appointed September 1, 2001)                943          638        2,359       3,940         419           --
A.M. Meurs (resigned from Board effective
March 10, 2003)                                         670          125        1,032       1,827       2,300        1,392
J.L. Miller (appointed September 1, 2001;
resigned from Board May 13, 2003)                       943        3,970        1,516       6,429         296           --
A.S. Noddle (until August 31, 2002)                     607          275        1,032       1,914       2,572        1,945
M.P.M. de Raad                                          670          187        1,032       1,889       1,629           --
R.G. Tobin (until August 31, 2001)                       --           --           --          --       5,498        3,245
                                                    -------      -------      -------     -------    --------     --------
Total                                                 5,410        5,547        9,397      20,354      18,658       10,210
                                                    =======      =======      =======     =======    ========     ========
</TABLE>

Annual performance bonuses
The bonuses for Corporate Executive Board members through fiscal 2001 were based
on annual income per share growth.  Effective fiscal 2002, the bonuses are based
on improvement of Economic Value Added ("EVA").  For Dutch  Corporate  Executive
Board members, the target is based on EVA improvement for Ahold overall. For the
U.S.  Corporate  Executive  Board  members,  the  target  is  based  on 10%  EVA
improvement for Ahold overall and 90% EVA improvement for their  respective U.S.
areas of responsibility. The bonus for performance that meets the target is 125%
of the base salary,

                                      F-57
<PAGE>

                                   ROYAL AHOLD
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
          FISCAL YEARS 2002, 2001 (AS RESTATED) AND 2000 (AS RESTATED)
    (AMOUNTS IN EUR MILLIONS, EXCEPT PER SHARE DATA, UNLESS OTHERWISE STATED)

applicable to all Corporate Executive Board members.  The bonus for 2002 will be
paid in 2003, depending on the 2002 results and is not accrued for.

Pension plan
The Dutch Corporate  Executive Board members  currently receive a final pay plan
of 60% of the pension-bearing  base salary upon reaching the age of 60, assuming
a minimum  of 30  pension-bearing  years at Ahold have been  accumulated.  These
Corporate  Executive  Board  members  pay  a  pension  premium  contribution  of
approximately  3.4% of  their  pension-bearing  salary.  In  addition,  a salary
continuation  plan applies to the U.S. portion of the base salary.  This is free
of  contribution  and is also  applied  at the 60%  level.  This  plan  pays out
following retirement.

Various plans currently apply to the U.S. Corporate Executive Board members. For
one of the two U.S.  Board members  serving in 2002, the  aforementioned  salary
continuation  plan is set at the  level of 60% of the  base  salary,  which  was
applied  retroactively since September 1, 2001. For the other U.S. Board member,
the pension plan of the company,  of which he was President and Chief  Executive
Officer prior to his  appointment  to the Corporate  Executive  Board,  has been
sustained. Assuming full-time employment, the pension allocation upon retirement
for this member will also be approximately 60% of the level of the base salary.

In addition,  certain loans that had been granted to Corporate  Executive  Board
members were repaid in fiscal 2003, as discussed in Note 17.

Remuneration of the Supervisory Board members (EUR 000s)

<TABLE>
<CAPTION>
                                                     Total         Total          Total
                                               fiscal 2002   fiscal 2001    fiscal 2000
                                               -----------   -----------    -----------
<S>                                                   <C>           <C>            <C>
H. de Ruiter                                           54            54             54
R. Fahlin                                              46            12             --
Sir M. Perry                                           36            42             44
Dr. C.P. Schneider                                     36             9             --
R.G. Tobin                                             36            12             --
L.J.R. de Vink                                         45            42             35
K. Vuursteen (as from May, 7, 2002)                    25            --             --
C. Boonstra (until September 3, 2001)                  --            28             26
J.A. van Kemenade (until December 1, 2001)             --            42             35
R.J. Nelissen (until May 5, 2001)                      --            16             44
A.J. Kranendonk (until June 1, 2000)                   --            --             17
R.F. Meyer (until June 1, 2000)                        --            --             17
                                                   -------       -------        ------
Total                                                 278           257            272
                                                   =======       =======        ======
</TABLE>

                                      F-58
<PAGE>

                                   ROYAL AHOLD
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
          FISCAL YEARS 2002, 2001 (AS RESTATED) AND 2000 (AS RESTATED)
    (AMOUNTS IN EUR MILLIONS, EXCEPT PER SHARE DATA, UNLESS OTHERWISE STATED)

Shares and other interests in Ahold of Corporate Executive Board Members

At fiscal  year-end  2002  Board  members  had the  following  shares  and other
interests in Ahold:

<TABLE>
<CAPTION>
                                                                                                                   AH Dutch
                                                                                         Common Shares        Customer Fund
                                                                                         -------------        -------------
<S>                                                                                           <C>                    <C>
C.H. van der Hoeven (resigned from Board February 24, 2003)                                     1,803                32,011
J.G. Andreae                                                                                   46,000                    --
W.J. Grize (appointed to Board September 1, 2001)                                               9,731                    --
A.M. Meurs (resigned from Board February 24, 2003)                                             25,458                   127
J.L. Miller (appointed to Board September 1, 2001;  resigned from Board May 13,
2003)                                                                                          57,167                    --
M.P.M. de Raad                                                                                 16,149                    --
                                                                                            ----------             --------
Total                                                                                         156,308                32,138
                                                                                            ==========             ========
</TABLE>

The AH Dutch Customer Fund ("Dutch  Customer Fund" or "AHVKF") is an arrangement
in which members of Ahold's Corporate Executive Board, employees of Ahold or its
subsidiaries  in The  Netherlands,  and customers of Ahold's  Dutch  supermarket
chain, Albert Heijn, can acquire Ahold securities.  AEGON Investment  Management
B.V.  is  responsible  for the assets of the funds of the Dutch  Customer  Fund.
AEGON Asset Management  Netherlands in Amsterdam  administers the Dutch Customer
Fund. As of December 29, 2002,  the Dutch  Customer Fund held  10,041,819 of the
Company's common shares and had loans receivable from Ahold of EUR 113. See Note
27.

At fiscal year-end 2002,  Supervisory Board members had the following shares and
other interests in Ahold:

                                                                AH Dutch
                                     Common Shares         Customer Fund
                                     -------------         -------------
R. Fahlin                                   2,000                    --
Sir M. Perry                                  650                    --
K. Vuursteen                                2,641                    --
                                         ---------               ------
Total                                       5,291                    --
                                           =======               ======

11   Stock based compensation plans

At December 29, 2002, the Company had three stock based  compensation plans (the
Dutch,  U.S. and International  Stock Option Plans  (collectively the "Plans")),
which are described  below.  The Company accounts for the intrinsic value of its
grants under the Plans in accordance with Dutch GAAP.  Because all fixed options
under the Plans were  granted at an exercise  price  equal to the quoted  market
price  at  the  grant  date,  no  compensation  cost  has  been  charged  to the
consolidated  statements of operations  for the Plans in fiscal 2002,  2001, and
2000, respectively.

The Plans qualify as fixed option plans.  The aggregate  number of common shares
authorized for grants,  including grants under any future plans, was 9.5 million
shares as of December 29, 2002.  During the fiscal years presented,  the Company
has followed the recommended practice in The Netherlands of not granting options
exercisable into an amount of shares that exceeds a yearly  approximate  maximum
of 1% of the issued and outstanding common shares, or 9.3 million as of December
29, 2002.  Since December 1997, the number of stock options granted each year is

                                      F-59
<PAGE>

                                   ROYAL AHOLD
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
          FISCAL YEARS 2002, 2001 (AS RESTATED) AND 2000 (AS RESTATED)
    (AMOUNTS IN EUR MILLIONS, EXCEPT PER SHARE DATA, UNLESS OTHERWISE STATED)

dependent on the growth in basic net income (loss) after preferred dividends per
common share during the most recent  fiscal year as compared to the  immediately
preceding fiscal year.

Under the Plans, participants are granted options with either a five or ten-year
term.  Options are granted on the first business day of each fiscal year and the
exercise  price of each option equals the closing  market price of the Company's
common  shares for the previous  business day. In fiscal years 2002 and 2001, at
the grant date, the  participants in the Dutch Plan could elect to receive up to
one third of their granted options with a ten-year term,  exercisable after five
years.  In fiscal year 2000,  only options with a five-year  term were  granted.
Five-year  options  granted  under the Dutch Plan are  exercisable  after  three
years.

The stock options  granted under the U.S. Plan have  characteristics  similar to
those granted under the Dutch Plan,  except that the U.S. Plan requires that one
third of options  granted have a ten-year  term,  exercisable  after five years.
Five-year options granted under the U.S. Plan during fiscal 2002 are exercisable
after  three  years  while  those  granted  during  fiscal  2001  and  2000  are
exercisable after two years.

Options granted under the International  Plan, the smallest of the Plans, have a
five-year term.

Stock options granted under the Plans that are not exercised upon termination of
employment,  or are not exercised in a period of no longer than four weeks after
termination in certain cases, are forfeited.

A summary of the status of the Plans as of December  29, 2002 and  December  30,
2001 and changes  during the three  fiscal  years ended on December  29, 2002 is
presented  below.  Mr.  R.G.  Tobin  was  granted  options  at the time he was a
Corporate  Executive Board member and not as a member of the  Supervisory  Board
(in 000's except per share amounts):

                                      F-60
<PAGE>

                                   ROYAL AHOLD
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
          FISCAL YEARS 2002, 2001 (AS RESTATED) AND 2000 (AS RESTATED)
    (AMOUNTS IN EUR MILLIONS, EXCEPT PER SHARE DATA, UNLESS OTHERWISE STATED)

<TABLE>
<CAPTION>
Fiscal 2002   Term   Description   Outstanding   Granted   Exercised   Forfeited   Outstanding   Exercise   Average   Expiration
                        of Grant            at    during      during          or    at the End      Price     Share         Date
                                     beginning      2002        2002     Expired     of Fiscal                price
                                     of Fiscal                                            Year                   on
                                          Year                                                             exercise
                                                                                                               date
---------------------------------------------------------------------------------------------------------------------------------
<S>          <C>      <C>              <C>       <C>          <C>        <C>           <C>          <C>       <C>     <C>   <C>
C.H. van der Hoeven:
              5 yr    1998 Grant       105,821        --          --     105,821            --      22.17        --   12/28/2002
              5 yr    1999 Grant       105,366        --          --          --       105,366      30.26        --   01/03/2004
              5 yr    2000 Grant       101,252        --          --          --       101,252      29.39        --   01/02/2005
              5 yr    2001 Grant       101,250        --          --          --       101,250      34.36        --   12/31/2005
              5 yr    2002 Grant            --   101,250          --          --       101,250      32.68        --   12/30/2006
             10 yr    1999 Grant       520,324        --          --          --       520,324      30.26        --   01/03/2009
J.G. Andreae:
              5 yr    1998 Grant        88,099        --          --      88,099            --      22.17        --   12/28/2002
              5 yr    1999 Grant        78,049        --          --          --        78,049      30.26        --   01/03/2004
              5 yr    2000 Grant        75,000        --          --          --        75,000      29.39        --   01/02/2005
              5 yr    2001 Grant        50,000        --          --          --        50,000      34.36        --   12/31/2005
              5 yr    2002 Grant            --    75,000          --          --        75,000      32.68        --   12/30/2006
             10 yr    2001 Grant        25,000        --          --          --        25,000      34.36        --   12/31/2010
W.J. Grize:
              5 yr    1998 Grant        38,095        --          --      38,095            --      22.17        --   12/28/2002
              5 yr    1999 Grant        41,626        --          --          --        41,626      30.26        --   01/03/2004
              5 yr    2000 Grant        40,000        --          --          --        40,000      29.39        --   01/02/2005
              5 yr    2001 Grant        50,000        --          --          --        50,000      34.36        --   12/31/2005
              5 yr    2002 Grant            --    50,000          --          --        50,000      32.68        --   12/30/2006
             10 yr    1997 Grant        13,560        --          --          --        13,560      15.18        --   12/29/2006
             10 yr    1998 Grant        19,048        --          --          --        19,048      22.17        --   12/28/2007
             10 yr    1999 Grant        20,813        --          --          --        20,813      30.26        --   01/03/2009
             10 yr    2000 Grant        20,000        --          --          --        20,000      29.39        --   01/02/2010
             10 yr    2001 Grant        25,000        --          --          --        25,000      34.36        --   12/31/2010
             10 yr    2002 Grant            --    25,000          --          --        25,000      32.68        --   12/30/2011
A.M. Meurs:
              5 yr    1997 Grant        36,342        --      36,342          --            --      18.36     28.70   03/31/2002
              5 yr    1998 Grant        79,365        --          --      79,365            --      22.17        --   12/28/2002
              5 yr    1999 Grant        78,049        --          --          --        78,049      30.26        --   01/03/2004
              5 yr    2000 Grant        75,000        --          --          --        75,000      29.39        --   01/02/2005
              5 yr    2001 Grant        50,000        --          --          --        50,000      34.36        --   12/31/2005
              5 yr    2002 Grant            --    50,000          --          --        50,000      32.68        --   12/30/2006
             10 yr    2001 Grant        25,000        --          --          --        25,000      34.36        --   12/31/2010
             10 yr    2002 Grant            --    25,000          --          --        25,000      32.68        --   12/30/2011
J.L. Miller:
              5 yr    2000 Grant        20,000        --          --          --        20,000      26.63        --   07/31/2005
              5 yr    2001 Grant        40,000        --          --          --        40,000      34.36        --   12/31/2005
              5 yr    2002 Grant            --    50,000          --          --        50,000      32.68        --   12/30/2006
             10 yr    2000 Grant        10,000        --          --          --        10,000      26.63        --   07/31/2010
             10 yr    2001 Grant        20,000        --          --          --        20,000      34.36        --   12/31/2010
             10 yr    2002 Grant                  25,000          --          --        25,000      32.68        --   12/30/2011
M.P.M. de Raad:
              5 yr    2001 Grant        50,000        --          --          --        50,000      34.36        --   12/31/2005
              5 yr    2002 Grant            --    75,000          --          --        75,000      32.68        --   12/30/2006
             10 yr    2001 Grant        25,000        --          --          --        25,000      34.36        --   12/31/2010
Subtotal Corporate Executive
Board Members                        2,027,059   476,250      36,342     311,380     2,155,587

R.G. Tobin:
              5 yr    1997 Grant        42,328        --          --      42,328            --      22.17        --   12/28/2002
              5 yr    1998 Grant         4,358        --          --          --         4,358      25.38        --   08/31/2003
              5 yr    1999 Grant        52,032        --          --          --        52,032      30.26        --   01/03/2004
              5 yr    2000 Grant        50,000        --          --          --        50,000      29.39        --   01/02/2005
              5 yr    2001 Grant        50,000        --          --          --        50,000      34.36        --   12/31/2005
             10 yr    1997 Grant        22,599        --          --          --        22,599      15.18        --   12/29/2006
             10 yr    1998 Grant        21,164        --          --          --        21,164      22.17        --   12/28/2007
             10 yr    1998 Grant         2,179        --          --          --         2,179      25.38        --   08/31/2008
             10 yr    1999 Grant        26,016        --          --          --        26,016      30.26        --   01/03/2009
             10 yr    2000 Grant        25,000        --          --          --        25,000      29.39        --   01/02/2010
             10 yr    2001 Grant        25,000        --          --          --        25,000      34.36        --   12/31/2010
Subtotal Supervisory Board             320,676        --          --      42,328       278,348
</TABLE>

                                      F-61
<PAGE>

                                   ROYAL AHOLD
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
          FISCAL YEARS 2002, 2001 (AS RESTATED) AND 2000 (AS RESTATED)
    (AMOUNTS IN EUR MILLIONS, EXCEPT PER SHARE DATA, UNLESS OTHERWISE STATED)

<TABLE>
<S>          <C>                    <C>             <C>           <C>       <C>          <C>             <C>
Other Employees
              5 yr                  15,062,528      6,199,405     144,677   3,297,346    17,819,910      29.91
             10 yr                   5,331,636      2,243,848     211,506     432,004     6,931,974      24.05
                                    ----------      ---------    --------   ---------    ----------      -----
Subtotal other employees            20,394,164      8,443,253     356,183   3,729,350    24,751,884      26.43

Total Options                       22,741,899      8,919,503     392,525   4,083,058    27,185,819
                                    ==========      =========     =======   =========    ==========

Weighted average
exercise price                           29.00          32.68       16.01       25.71         30.89      26.64
                                         =====          =====       =====       =====        ======      =====
</TABLE>

<TABLE>
<CAPTION>
Fiscal 2001               Term   Outstanding at     Granted   Exercised   Weighted-  Weighted-  Forfeited or   Outstanding
                                   beginning of                            Average    Average        Expired     at End of
                                    Fiscal Year                           Exercise      Share                  Fiscal Year
                                                                             Price      Price
--------------------------------------------------------------------------------------------------------------------------
<S>                      <C>         <C>          <C>         <C>            <C>        <C>          <C>        <C>
                          5 yr       13,406,552   6,180,759   2,827,667      19.12      33.59        195,084    16,564,560
                         10 yr        4,698,582   2,111,011     331,972       7.28      33.99        300,282     6,177,339
                                    -----------  ----------  ----------     ------     ------      ---------   -----------
Total                                18,105,134   8,291,770   3,159,639      17.88      33.63        495,366    22,741,899
                                    ===========  ==========  ==========     ======     ======      =========   ===========

Weighted average
exercise price                            25.08       34.23       17.88                                31.90         29.00
                                         ======      ======      ======                               ======        ======
</TABLE>

<TABLE>
<CAPTION>
Fiscal 2000               Term   Outstanding at     Granted   Exercised   Weighted-  Weighted-  Forfeited or   Outstanding
                                   beginning of                            Average    Average        Expired     at End of
                                    Fiscal Year                           Exercise      Share                  Fiscal Year
                                                                             Price      Price
--------------------------------------------------------------------------------------------------------------------------
<S>                      <C>         <C>          <C>         <C>            <C>        <C>          <C>        <C>
                          5 yr       11,508,256   4,846,672   2,599,469      14.76      32.86        348,907    13,406,552
                         10 yr        4,524,072   1,147,761     497,600       6.95      32.59        475,651     4,698,582
                                    -----------  ----------  ----------     ------     ------      ---------   -----------
Total                                16,032,328   5,994,433   3,097,069      13.50      32.82        824,558    18,105,134
                                    ===========  ==========  ==========     ======     ======       ========   ===========

Weighted average
exercise price                            21.26      29.08        13.50                                23.52         25.08
                                          =====     ======       ======                               ======        ======
</TABLE>

                                      F-62
<PAGE>

                                   ROYAL AHOLD
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
          FISCAL YEARS 2002, 2001 (AS RESTATED) AND 2000 (AS RESTATED)
    (AMOUNTS IN EUR MILLIONS, EXCEPT PER SHARE DATA, UNLESS OTHERWISE STATED)

The following table summarizes information about fixed stock options for all
employees at December 29, 2002:

<TABLE>
<CAPTION>
       Range of              Number   Weighted - Average           Weighted           Number   Weighted-          Weighted
Exercise Prices      Outstanding at       Exercise Price            Average   Exercisable at    Average            Average
            EUR   December 29, 2002                               Remaining     December 29,   Exercise          Remaining
                                                           Contractual life             2002      Price   Contractual life
--------------------------------------------------------------------------------------------------------------------------
<C>                      <C>                       <C>                 <C>         <C>            <C>                 <C>
5.96-9.09                   747,116                 7.90               2.16          747,116       7.90               2.16
15.18-22.17               1,074,568                18.86               4.35        1,074,568      18.86               4.35
25.38-29.39               4,844,783                29.16               2.94          278,757      26.45               2.12
30.26-42.96              20,519,352                32.76               4.23        3,422,724      30.26               1.01
                        -----------                                               ----------
                         27,185,819                                                5,523,165
                        ===========                                               ==========
</TABLE>

Had  compensation  cost for the Plans been  determined  consistent with the fair
value method,  using the  Black-Scholes  option  pricing model and the following
assumptions  summarized below, the Company's pro forma net income (loss) and pro
forma net income  (loss) per share for 2002,  2001 and 2000,  would have been as
follows:

<TABLE>
<CAPTION>
                                                                              fiscal 2002    fiscal 2001    fiscal 2000
                                                                              -----------    -----------    -----------
<S>                                                                               <C>               <C>            <C>
Net income (loss) after preferred dividends:
     As reported                                                                  (1,246)            712            903
     Pro forma                                                                    (1,288)            668            868

Income (loss) after preferred dividends per common share-basic:
     As reported                                                                   (1.34)           0.83           1.22
     Pro forma                                                                     (1.39)           0.78           1.18

Income (loss) after preferred dividends per common share-diluted:
     As reported                                                                     N.A.           0.82           1.19
     Pro forma                                                                       N.A.           0.77           1.14
</TABLE>

<TABLE>
<CAPTION>
Weighted Average Assumptions                                                   fiscal 2002    fiscal 2001    fiscal 2000
                                                                               -----------    -----------    -----------
<S>                                                                                  <C>            <C>            <C>
Expected life of the option (years):
     Five-year Options                                                                 4.0            4.0            4.0
     Ten-year Options                                                                  7.5            7.5            7.5

Interest rate                                                                         4.0%           5.5%           6.0%
Volatility                                                                           31.0%          32.5%          45.0%
Assumed forfeitures                                                                   4.0%           5.0%           6.0%
Dividend yield                                                                        2.0%           2.0%           2.0%
</TABLE>

The weighted  average fair value of stock options  granted during 2002, 2001 and
2000 was EUR 8.94, EUR 10.55 and EUR 13.38 per option, respectively.

During fiscal 2002, Ahold announced a plan to grant a total of six million Ahold
common shares to  approximately  1,500  employees  including  officers and board
members should  Ahold's Total  Shareholders  Return (as defined)  outperform the
Total  Shareholder  Return of a defined peer group by 33% during the  three-year
period fiscal 2003-2005.  A maximum of nine million common shares can be granted
by year-end 2005 should Ahold outperform the peer group by 50%.

                                      F-63
<PAGE>

                                   ROYAL AHOLD
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
          FISCAL YEARS 2002, 2001 (AS RESTATED) AND 2000 (AS RESTATED)
    (AMOUNTS IN EUR MILLIONS, EXCEPT PER SHARE DATA, UNLESS OTHERWISE STATED)

12   Income taxes

Income tax expense

Ahold's  effective  tax rate differs from the  statutory  income tax rate of The
Netherlands,  which is currently  34.5%.  The  following  table  reconciles  the
statutory  income tax rate of The Netherlands with the effective income tax rate
as shown in the consolidated statements of operations:

<TABLE>
<CAPTION>
                                                                      fiscal 2002       fiscal 2001         fiscal 2000
                                                                      -----------       -----------         -----------
                                                                    EUR         %      EUR        %       EUR         %
                                                                    ---         -      ---        -       ---         -

<S>                                                               <C>      <C>       <C>     <C>        <C>      <C>
Income (loss) before income taxes                                 (769)              1,204              1,067
Statutory tax rate                                                34.5%               35.0%             35.0%
                                                                  -----              ------             -----
Income tax expense (benefit) at statutory tax rate                (265)     34.5%      421    35.0%       374     35.0%

Adjustments to derive effective income tax rate:
   Goodwill amortization and exceptional items                     631     (82.2%)      18     1.5%        --      0.0%
   Corporate costs and financing                                  (115)     15.0%     (170)  (14.1%)     (145)   (13.6%)
   Valuation allowances                                             66      (8.6%)      18     1.5%        24      2.2%
   Release of tax provisions                                        56      (7.3%)     (30)   (2.5%)       --      0.0%
   Other                                                            17      (2.2%)      13     1.1%       (18)    (1.7%)
                                                                  -----   --------   ------  -------    ------   -------

Total income taxes                                                 390     (50.8%)     270    22.5%       235      21.9%
                                                                  =====   ========   ======  =======    ======   =======
</TABLE>

Corporate cost and financing includes the result of Ahold's intercompany finance
activities, which it carries out from its Treasury Center in Geneva Switzerland.
These results are influenced by currency  exchange  differences,  mostly between
the  EURO  and  the  USD.  These  results  are  further  more  impacted  by thin
capitalization rules as applicable in the various jurisdictions.

                                      F-64
<PAGE>

                                   ROYAL AHOLD
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
          FISCAL YEARS 2002, 2001 (AS RESTATED) AND 2000 (AS RESTATED)
    (AMOUNTS IN EUR MILLIONS, EXCEPT PER SHARE DATA, UNLESS OTHERWISE STATED)

The following  table  specifies  the current and deferred tax  components of the
recorded income tax expense:

                                fiscal 2002     fiscal 2001     fiscal 2000
                                -----------     -----------     -----------
Current income taxes:
  Domestic taxes                       180             153             134
  Foreign taxes
             U.S.                       (2)             59              61
             Europe - Other             (6)             (6)             (7)
             Latin America              (5)              2               8
             Asia Pacific               --              --              --
                                       ----            ----            ----
Total current taxes                    167             208             196

Deferred  income  taxes  (exclusive  of the effects of other  components  listed
below):

  Domestic taxes                        45              51              18
  Foreign taxes
             U.S.                      144              16              10
             Other Europe              (13)             (3)             (1)
             Latin America              34              (6)             (6)
             Asia Pacific               --              --              --
                                       ----            ----            ----
Total deferred taxes                   210              58              21

Benefit of operating loss carry
  forwards                              13               4              18
                                       ----            ----            ----
Total income taxes                     390             270             235
                                       ====            ====            ====

Deferred income tax

Deferred  income  tax  reflects  the net tax  effects of  temporary  differences
between the carrying  amounts of assets and liabilities for financial  reporting
purposes  and  the  amounts  used  for  income  tax  purposes.  The  significant
components  of deferred  income tax assets and  liabilities  as of December  29,
2002, and December 30, 2001, were as follows:

                                      F-65
<PAGE>

                                   ROYAL AHOLD
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
          FISCAL YEARS 2002, 2001 (AS RESTATED) AND 2000 (AS RESTATED)
    (AMOUNTS IN EUR MILLIONS, EXCEPT PER SHARE DATA, UNLESS OTHERWISE STATED)

<TABLE>
<CAPTION>
Deferred tax assets:                                                            December 29, 2002      December 30, 2001
<S>                                                                                        <C>                     <C>
Capitalized lease commitments                                                                171                    103
Benefit plans                                                                                208                    112
Restructuring provisions                                                                       8                     32
Provisions not yet deductible                                                                246                     94
Operating loss carry forward                                                                 451                    228
Alternative minimum tax carry forward                                                          4                     20
General business tax credit carry forward                                                     --                      1
                                                                                         --------               --------
     Gross deferred tax assets                                                             1,088                    590

Valuation allowances on carry forwards                                                      (384)                   (98)
Valuation allowances on other deferred tax assets                                            (37)                    (2)
                                                                                         --------               --------
     Net deferred tax assets                                                                 667                    490

Deferred tax liabilities:
Tangible fixed assets                                                                       (489)                  (381)
Inventory                                                                                    (61)                   (37)
Other                                                                                       (232)                  (127)
                                                                                         --------               --------
     Total deferred tax liabilities                                                         (782)                  (545)

Net deferred tax liabilities                                                                (115)                   (55)
                                                                                         ========               ========
</TABLE>

Deferred  income taxes are classified in the  accompanying  balance sheets as of
December 29, 2002, and December 30, 2001, as follows:

<TABLE>
<CAPTION>
                                                                                December 29, 2002     December 30, 2001
<S>                                                                                         <C>                   <C>
Non-current deferred tax assets                                                              457                   475
Non-current deferred tax liabilities                                                        (572)                 (530)
                                                                                         --------              --------
                                                                                            (115)                  (55)
                                                                                         ========              ========
</TABLE>

As  of  December  29,  2002,   Ahold  has  operating   loss  carry  forwards  of
approximately  EUR 1,525  expiring  between fiscal 2003 and 2022. As of December
29, 2002, the Company also has an  alternative  minimum tax carry forward of EUR
43 expiring in fiscal 2003.  Such  operating loss carry forwards and tax credits
may not be used to offset income taxes in other jurisdictions.  Ahold determines
whether  the tax  benefit of certain net  operating  losses and certain  general
business  tax  credits  are  realizable.   The  Company  establishes   valuation
allowances  considering  whether it is probable  that the carry  forwards of net
operating losses and certain general  business tax credits can be realized.  The
following  table  specifies  the  expirations  of the  carry  forwards  and  the
allowances made.

<TABLE>
<CAPTION>
                                                          Expiration of the carry forward by year:
                                     2003      2004     2005      2006      2007  2008-2012 2013-2017  After 2017   Total
                                     ----      ----     ----      ----      ----  --------- ---------  ----------   -----
<S>                                   <C>       <C>      <C>       <C>      <C>       <C>         <C>       <C>      <C>
Operating loss                        14        23       49        43       533       331         80        452      1,525
Alternative minimum tax               43        --       --        --        --        --         --         --         43
                                  -------    ------    -----    ------    ------    ------     ------     ------    ------
Total income tax carry forward
                                      57        23       49        43       533       331         80        452      1,568
                                  =======    ======    =====    ======    ======    ======     ======     ======    ======
</TABLE>

The Company  recognizes a deferred tax  liability  related to the  undistributed
income of  subsidiaries  when the  Company  expects  that it will  recover  such
undistributed  income in a taxable manner,  such as through receipt of dividends
or sale of the investments.  The Company does not,  however,  provide for income
taxes on the unremitted income of certain other subsidiaries located outside The
Netherlands

                                      F-66
<PAGE>

                                   ROYAL AHOLD
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
          FISCAL YEARS 2002, 2001 (AS RESTATED) AND 2000 (AS RESTATED)
    (AMOUNTS IN EUR MILLIONS, EXCEPT PER SHARE DATA, UNLESS OTHERWISE STATED)

because, in management's opinion,  such income has been indefinitely  reinvested
in these  operations,  will be  remitted  in a tax-free  liquidation  or will be
remitted  as  dividends  that  will be  exempt  under  the  Dutch  Participation
exemption.  It is not  practicable  to  determine  the  amount  of  unrecognized
deferred tax  liabilities  for temporary  differences  related to investments in
these non-Dutch subsidiaries.

13   Basic and diluted net income  (loss) after  preferred  dividends per common
     share

Net  income  (loss)  after  preferred  dividends  per  common  share - basic  is
calculated  as net  income  (loss)  after  preferred  dividends,  divided by the
weighted  average number of common shares  outstanding  during each period.  Net
income  (loss) per common  share - diluted is  calculated  as net income  (loss)
after preferred dividends,  adjusted for interest expense (if not anti-dilutive)
related to the Company's outstanding convertible  subordinated notes, divided by
the weighted average number of common shares  outstanding,  including the number
of common shares that would have been issued upon  conversion of the convertible
subordinated  notes (if not  anti-dilutive)  and the  exercise  of stock  option
rights outstanding (if not  anti-dilutive).  The outstanding stock option rights
and the 3% convertible subordinated notes issued in 1998 are not included in the
calculation for fiscal 2002,  since they are  anti-dilutive.  The 4% convertible
subordinated notes issued in 2000 are not included in the calculation for fiscal
2002 and fiscal 2001, since they were anti-dilutive.

The  computational  components  of basic and  diluted  net income  (loss)  after
preferred dividends per common share are as follows:

<TABLE>
<CAPTION>
                                                                           fiscal 2002        fiscal 2001    fiscal 2000
                                                                           -----------        -----------    -----------
<S>                                                                            <C>                   <C>            <C>
Net income (loss)                                                              (1,208)               750            920
Dividends on cumulative preferred financing shares:                               (38)               (38)           (17)
                                                                             ---------           --------      ---------
Net income (loss) after preferred dividends                                    (1,246)               712            903
Effect of dilutive securities:
    Conversion of convertible subordinated notes                                   --                 19             42
                                                                             ---------           --------      ---------
                                                                               (1,246)               731            945
                                                                             =========           ========      =========
</TABLE>

<TABLE>
<CAPTION>
                                                                           fiscal 2002        fiscal 2001    fiscal 2000
                                                                           -----------        -----------    -----------
<S>            <C>                                                            <C>                 <C>            <C>
Weighted average number of common shares
outstanding (x 1,000) - basic                                                 926,546             857,509        737,403
Effects of dilutive securities:
  Conversion of convertible subordinated notes                                    N.A.             25,669         54,972
  Exercise of stock option rights outstanding                                     N.A.              4,213          4,746
                                                                                                ---------      ---------
Weighted average number of common shares
outstanding (x 1,000) - diluted                                                   N.A.            887,391        797,121
                                                                                                =========      =========
</TABLE>

Net  income  (loss)  after  preferred  dividends  per  common  share - basic  is
comprised of the following:

<TABLE>
<CAPTION>
                                                                            fiscal 2002       fiscal 2001     fiscal 2000
                                                                            -----------       -----------     -----------
<S>                                                                              <C>                <C>             <C>
Net income (loss)                                                                (1.30)             0.88            1.25
Dividends on cumulative preferred financing shares                               (0.04)            (0.05)          (0.03)
                                                                              ---------         ---------       ---------
Net income (loss) after preferred dividends per common share - basic             (1.34)             0.83            1.22
                                                                              =========         =========       =========
</TABLE>

Net income  (loss)  after  preferred  dividends  per  common  share - diluted is
comprised of the following:

                                      F-67
<PAGE>

                                   ROYAL AHOLD
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
          FISCAL YEARS 2002, 2001 (AS RESTATED) AND 2000 (AS RESTATED)
    (AMOUNTS IN EUR MILLIONS, EXCEPT PER SHARE DATA, UNLESS OTHERWISE STATED)

<TABLE>
<CAPTION>
                                                                           fiscal 2002       fiscal 2001      fiscal 2000
                                                                           -----------       -----------      -----------
<S>                                                                                               <C>              <C>
Net income (loss)                                                                 N.A.             0.84             1.16
Interest expense-convertible subordinated notes                                   N.A.             0.02             0.05
Dividends on cumulative preferred financing shares                                N.A.            (0.04)           (0.02)
                                                                                               ---------        ---------
Net income (loss) after preferred dividends per common share - diluted
                                                                                  N.A.             0.82             1.19
                                                                                               =========        =========
</TABLE>

14   Other intangible assets

<TABLE>
<CAPTION>
                                          Trade name          Customer                  Favorable
                                            licenses     relationships     Software        leases       Other        Total
                                          ----------     -------------     --------     ---------       -----        -----
<S>                                             <C>              <C>          <C>           <C>           <C>         <C>
Balance as of January 2, 2000                     2               --           82           133           33          250
Investments                                      68               --           89            18            2          177
Divestments                                      --               --          (13)           (7)         (14)         (34)
Acquired in business acquisitions                --               --            5             1           11           17
Amortization                                     (3)              --          (28)           (9)          (5)         (45)
Exchange rate differences                        --               --            3            11            2           16
                                            --------         --------      ---------      --------     --------     --------
Balance as of December 31, 2000                  67               --          138           147           29          381
Investments                                      --               --          140            10           20          170
Divestments                                      --               --           (6)           (2)          (1)          (9)
Acquired in business acquisitions                45              325           62            85            2          519
Amortization                                     (8)              (6)         (65)          (16)          (9)        (104)
Impairment                                       --               --           (8)           --           --           (8)
Exchange rate differences                         1               (1)           9            12            2           23
                                            --------         --------      ---------      --------     --------     --------
Balance as of December 30, 2001                 105              318          270           236           43          972
Investments                                      --               --          140            --           20          160
Divestments                                      --               --           (7)           (4)          (3)         (14)
Acquired in business acquisitions                 7               16          (31)           12           12           16
Amortization                                     (9)             (44)         (94)          (19)         (14)        (180)
Impairment                                       (2)              --           (3)           --           (1)          (6)
Exchange rate differences                       (10)             (46)         (36)          (35)          (7)        (134)
                                            --------         --------      ---------      --------     --------     --------
Balance as of December 29, 2002                  91              244          239           190           50          814
                                            ========         ========      =========      ========     ========     ========

At cost                                         110              288          464           268           84        1,214
Accumulated amortization                        (19)             (44)        (225)          (78)         (34)        (400)
                                            --------         --------      ---------      --------     --------     --------
Book value                                       91              244          239           190           50          814
                                            ========         ========      =========      ========     ========     ========
</TABLE>

Estimated amortization expense for the coming five years is:

2003                                                    242
2004                                                    172
2005                                                     97
2006                                                     77
2007                                                     75

In fiscal 2002 the Company evaluated the  recoverability  of certain  intangible
assets due to a general  slow down in the  economic  environment  and  increased
competition in certain  geographic  locations.  An asset  impairment  charge was
recognized  when the  carrying  value of the affected  assets  exceeded

                                      F-68
<PAGE>

                                   ROYAL AHOLD
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
          FISCAL YEARS 2002, 2001 (AS RESTATED) AND 2000 (AS RESTATED)
    (AMOUNTS IN EUR MILLIONS, EXCEPT PER SHARE DATA, UNLESS OTHERWISE STATED)

the fair value,  which was  calculated  using  discounted  future net cash flows
expected  to  result  from  the use of the  intangible  asset  and its  eventual
disposition.

15   Tangible fixed assets

<TABLE>
<CAPTION>
                                         Buildings and land             Machinery                      Under
                                      Stores      Other   Not in use    equipment       Other   construction       Total
                                      ------      -----   ----------    ---------       -----   ------------       -----
<S>                                   <C>         <C>            <C>        <C>        <C>              <C>       <C>
Balance as of January 2, 2000          3,064        665           16        1,122       1,540            428       6,835
Investments                              887        112            4          470         676            (93)      2,056
Acquired in business acquisitions        553        446            8          156         382            111       1,656
Divestments                             (206)        (9)         (10)         (27)        (34)            (4)       (290)
Depreciation                            (145)       (50)          (1)        (223)       (488)            --        (907)
Exchange rate differences                131         13            1           48          54             34         281
                                     --------   --------     --------     --------    --------       --------    --------
Balance as of December 31, 2000        4,284      1,177           18        1,546       2,130            476       9,631
Investments                              902        101           --          624         987            123       2,737
Acquired in business acquisitions        371        487            7          194         123             40       1,222
Divestments                             (516)      (291)          --          (98)        (60)           (12)       (977)
Depreciation                            (212)       (45)          (1)        (283)       (596)            --      (1,137)
Impairment                                (3)        --           (5)          --          (2)            --         (10)
Exchange rate differences                216         45           --           82          97             21         461
                                     --------   --------     --------     --------    --------       --------    --------
Balance as of December 30, 2001        5,042      1,474           19        2,065       2,679            648      11,927
Investments                              802        110           21          538         765             85       2,321
Acquired in business acquisitions        235         96           28          (27)        170             13         515
Divestments                             (264)       (91)          (7)         (77)        (67)           (38)       (544)
Depreciation                            (233)       (72)          (1)        (297)       (684)            --      (1,286)
Impairment                               (49)        --           (5)         (31)        (44)            (8)       (137)
Exchange rate differences               (808)      (207)          (4)        (255)       (376)          (103)     (1,753)
                                     --------   --------     --------     --------    --------       --------    --------
Balance as of December 29, 2002        4,725      1,310           52        1,916       2,443            597      11,043
                                     ========   ========     ========     ========    ========       ========    ========

At cost                                5,893      1,652           62        3,180       5,508            597      16,892
Accumulated amortization              (1,168)      (342)         (10)      (1,264)     (3,065)            --      (5,849)
                                     --------   --------     --------     --------    --------       --------    --------
Book value                             4,725      1,310           52        1,916       2,443            597      11,043
                                     ========   ========     ========     ========    ========       ========    ========
</TABLE>

Because the Company had indications of potential impairment issues, most notably
the  deterioration  in  market  conditions  due to a  general  slow-down  in the
economic environment and increased  competition in certain geographic locations,
in fiscal 2002, the Company  evaluated the  recoverability of its tangible fixed
assets in its  locations.  The Company was required to reduce the carrying value
of the assets to fair value and recognize an asset  impairment  charge in fiscal
2002 because the carrying  value of the affected  assets  exceeded the projected
future  discounted cash flows related to them. Fair value of the impaired assets
was calculated  using  discounted  future net cash flows expected to result from
the use of each asset and its eventual disposition.  Asset impairment charges of
EUR 137 were  recorded  within  impairment  of other  long-lived  assets  in the
consolidated  statements of operations  for fiscal 2002,  and were  comprised of
impairments  of EUR 49  related  to stores,  EUR 31  related  to  machinery  and
equipment,  and EUR 57 related to other tangible fixed assets. Of the impairment
amount  for  fiscal  2002,  EUR  76 is  attributable  to  Ahold's  retail  trade
activities in Europe,  EUR 36 related to Ahold's retail trade  activities in the
U.S., and EUR 19 and EUR 6 related to Ahold's  retail trade  activities in Latin
America and Asia Pacific, respectively.

Other  tangible  fixed assets mainly consist of fixtures and equipment at retail
locations.  Assets under construction mainly consist of stores and are stated at
cost.

                                      F-69
<PAGE>

                                   ROYAL AHOLD
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
          FISCAL YEARS 2002, 2001 (AS RESTATED) AND 2000 (AS RESTATED)
    (AMOUNTS IN EUR MILLIONS, EXCEPT PER SHARE DATA, UNLESS OTHERWISE STATED)

16   Investments in joint ventures and equity investees

As of December  29, 2002 and  December  30,  2001,  the Company held a number of
investments,  which it  accounts  for using the  equity  method.  The  Company's
interest in the outstanding common stock of the more significant  investments as
of December 29, 2002 and December 30, 2001, is as follows:

<TABLE>
<CAPTION>
                                                                            Country          December 29,      December 30,
                                                                                                     2002              2001
                                                                            -------          ------------      ------------
<S>                                                                 <C>                      <C>                       <C>
JMR - Gestao de Empresas de Ratalho, SGPS. S.A. ("JMR")                    Portugal                   49%              49%
ICA Ahold Holding AB ("ICA")                                                 Sweden                   50%              50%
Paiz Ahold N.V. ("Paiz Ahold")                                           Guatemala/                   50%              50%
                                                                          Honduras/
                                                                        El Salvador
Disco Ahold International Holdings N.V. ("DAIH")                    Chile/Paraguay/
                                                                     Peru/Argentina          Consolidated              57%
Luis Paez S.A. ("Luis Paez")                                                  Spain                   50%              50%
</TABLE>

Of those listed above,  the Company's  principal  investments as of December 29,
2002 are  comprised of ICA,  JMR, and Paiz Ahold.  Ahold  acquired its partner's
interest and has fully consolidated DAIH since July of 2002 as discussed in Note
4 and Note 5.

The movement in the balance of the account was as follows:

<TABLE>
<CAPTION>
                                                                             fiscal 2002     fiscal 2001     fiscal 2000
                                                                             -----------     -----------     -----------
<S>                                                                                <C>             <C>           <C>
Beginning of year                                                                   681             639             278

Acquired by business acquisition                                                     12               1               2
Investments and increase in existing shareholdings                                  159             138           1,904
Transfer to "loans to associates"                                                  (395)            395              --
Sale and settlement of shareholdings                                                (19)             (3)             (9)
Other movements                                                                      --              --              (6)
Exchange rate differences                                                           (23)           (159)             (6)
Share in income (loss) of joint ventures and equity investees                       (38)           (192)             78
Dividend                                                                            (63)            (61)            (47)
Goodwill                                                                             (2)            (77)         (1,456)
Consolidated                                                                        539              --             (99)
                                                                                 -------        --------        --------
End of year                                                                         851             681             639
                                                                                 =======        ========        ========
</TABLE>

JMR
In 1992, the Company became a 49% partner with Jeronimo  Martins,  SGPS, S.A. in
Jeronimo  Martins  Retail  in  Portugal.  JMR  owns  both  Pingo  Doce,  a major
supermarket chain in Portugal and the Feira Nova hypermarkets chain. Ahold holds
49% of the shares and voting rights in JMR.

ICA
Ahold owns a 50% partnership interest in ICA Ahold Holding AB, which owns ICA, a
Scandinavian food retailer.  Ahold purchased its partnership interest in the ICA
joint venture in April 2000 for  approximately EUR 1.8 billion in cash. See also
Note 30.

                                      F-70
<PAGE>
                                  ROYAL AHOLD
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
          FISCAL YEARS 2002, 2001 (AS RESTATED) AND 2000 (AS RESTATED)
   (AMOUNTS IN EUR MILLIONS, EXCEPT PER SHARE DATA, UNLESS OTHERWISE STATED)

Paiz Ahold
Ahold owns a 50% interest in Paiz Ahold.  In January  2002,  Paiz Ahold formed a
joint  venture with CSU  International,  a supermarket  company and  hypermarket
operator in Costa Rica,  Nicaragua and Honduras.  Paiz Ahold transferred 100% of
its  interests  in its  operating  companies to the CARHCO N.V.  ("CARHCO"),  in
return for a 66.7% interest in CARHCO. CSU International transferred 100% of its
operating  businesses to CARHCO,  receiving a 33.3% interest in CARHCO. For more
information  on the Paiz put  arrangement,  see Note 30.  CARHCO  operates  food
stores in Guatemala,  Costa Rica, Honduras,  El Salvador and Nicaragua as of the
end of fiscal 2002. The joint venture focuses on growth within these markets, as
well as on the development of retail activities in other regional markets.

DAIH
Ahold held between 50% and 66.7% of the shares in DAIH from January 1998 through
July 2002 and has  accounted  for DAIH under the equity  method until July 2002,
because the DAIH shareholders' agreement conveyed joint control to Ahold and its
co-investor,  as long as Ahold's  voting  interest was less than 66.7%.  In July
2002,  Ahold  obtained  voting  control  through the  acquisition  of additional
shares, such that its ownership percentage exceeded 66.7%. In August 2002, Ahold
purchased  all  remaining  shares in DAIH,  see also Note 5. As of December  29,
2002, DAIH held interests in the operating companies Disco and Santa Isabel S.A.

Condensed  financial  information for JMR, ICA and Paiz Ahold, in the aggregate,
as of and for the fiscal year ended December 29, 2002, and JMR, ICA, Paiz Ahold,
and DAIH,  in the  aggregate,  as of and for the two fiscal  years in the period
ended  December 30, 2001, is presented  below.  For  convenience  purposes:  (i)
balance  sheet  data  have been  translated  to Euros at the  relevant  year-end
exchange  rate,  and (ii)  consolidated  statement of operations  data have been
translated to Euros at the relevant average exchange rate.

                                        fiscal 2002    fiscal 2001   fiscal 2000
                                        -----------    -----------   -----------

Condensed balance sheet data

Non-current assets                            3,500          3,850         4,080
Current assets                                1,896          1,894         1,771

Current liabilities                           2,898          2,800         2,889
Non-current liabilities                         633          1,970         1,698

Minority interest                             1,066            704           657

                                      F-71
<PAGE>
                                  ROYAL AHOLD
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
          FISCAL YEARS 2002, 2001 (AS RESTATED) AND 2000 (AS RESTATED)
   (AMOUNTS IN EUR MILLIONS, EXCEPT PER SHARE DATA, UNLESS OTHERWISE STATED)

<TABLE>
<CAPTION>
                                               fiscal 2002    fiscal 2001   fiscal 2000
                                               -----------    -----------   -----------

<S>                                            <C>            <C>           <C>
Condensed statements of operations data

Revenues                                            11,493         12,198        10,580
Gross profit                                         2,645          2,923         2,471
Operating income                                       366            410           365
Income before tax                                      154              5           203
Income (loss) after tax                                100            (45)          153
</TABLE>

Ahold's investment in ICA and Paiz Ahold has a commitment/contingency that could
affect Ahold's financial position. See Note 30.


17   Other financial assets

                                         December 29, 2002     December 30, 2001
                                         -----------------     -----------------
Loans receivable                                       311                   670
Long-term prepaid rent                                  31                    39
Deferred bond issue cost                                35                    43
Other financial assets                                 367                   366
                                                  --------               -------
                                                       744                 1,118
                                                  ========               =======

The movements in loans receivable are as follows:

<TABLE>
<CAPTION>
                                                       Loans to associates     Other loans   fiscal 2002   fiscal 2001
                                                       -------------------     -----------   -----------   -----------
<S>                                                    <C>                     <C>           <C>           <C>
Beginning of the year                                                  479             191           670           589
Issued                                                                 185              71           256           566
Allowance                                                              395              --           395          (395)
Brought in through acquisitions                                         --               4             4            --
Consolidation                                                         (676)             --          (676)           --
Repayment                                                             (169)           (118)         (287)         (104)
Exchange rate differences                                              (20)            (31)          (51)           14
                                                                  --------        --------      --------       -------
End of the year                                                        194             117           311           670
                                                                  ========        ========      ========      ========
</TABLE>

Included in the above are EUR 56 of loans  receivable  that have a maturity date
greater  than five  years.  Other loans  include EUR 41 as of December  29, 2002
(December  30,  2001:  EUR 44) of  loans  due from the  officers,  managers  and
employees of the Company that were  granted to assist these  officers,  managers
and employees with investments in the Dutch Customer Fund.  These  floating-rate
loans,  bearing  interest based on the European  Central Bank interest rate, are
due in  2004  (EUR  4),  in  2006  (EUR  8) and in  2008  (EUR  30) or  upon  an
individual's  termination of employment,  if earlier,  and are collateralized by
each  individual's  corresponding  investment in the Dutch  Customer  Fund.  The
interest rate for these floating-rate loans as of December 29, 2002 and December
30, 2001 was 3.5% and 3.0%  respectively.  Loans to  Corporate  Executive  Board
members  were repaid  during  fiscal 2002 and amounted to EUR 0.5 as of December
30, 2001.

Both the recapitalization and the consolidation of the loans receivable for 2002
relate to acquisitions of interests in DAIH.

                                      F-72
<PAGE>
                                  ROYAL AHOLD
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
          FISCAL YEARS 2002, 2001 (AS RESTATED) AND 2000 (AS RESTATED)
   (AMOUNTS IN EUR MILLIONS, EXCEPT PER SHARE DATA, UNLESS OTHERWISE STATED)

Other financial  assets are primarily  comprised of prepaid pension costs of EUR
185 (fiscal 2001: EUR 200).


18   Inventory

<TABLE>
<CAPTION>
                                                                               December 29, 2002     December 30, 2001
                                                                               -----------------     -----------------
<S>                                                                            <C>                   <C>
Finished products and merchandise inventories                                             4,412                 4,529
Raw materials, packaging materials, technical supplies and other                             74                    71
                                                                                       --------               -------
                                                                                          4,486                 4,600
Allowances for obsolete inventories and shrinkage                                          (251)                 (220)
                                                                                       --------               -------
                                                                                          4,235                 4,380
                                                                                       ========               =======
</TABLE>

The movement in the  allowances  for obsolete  inventories  and  shrinkage is as
follows:

<TABLE>
<CAPTION>
                                                                                           fiscal 2002     fiscal 2001
                                                                                           -----------     -----------
<S>                                                                                        <C>             <C>
Beginning of the year                                                                            (220)           (173)
Additions                                                                                        (276)           (156)
Used                                                                                              179              95
Released (change in estimates)                                                                     41              21
Exchange rate differences                                                                          25              (7)
                                                                                             --------         -------
End of the year                                                                                  (251)           (220)
                                                                                             ========         =======
</TABLE>

19   Accounts receivable

<TABLE>
<CAPTION>
                                                                               December 29, 2002     December 30, 2001
                                                                               -----------------     -----------------
<S>                                                                            <C>                   <C>
Trade receivables                                                                         1,420                 1,602
Receivables from associates                                                                  18                    46
Income tax receivables                                                                      367                   114
Other receivables                                                                           563                   717
                                                                                       --------               -------
                                                                                          2,368                 2,479
Allowances for doubtful receivables                                                        (137)                 (131)
                                                                                       --------              --------
                                                                                          2,231                 2,348
                                                                                       ========              ========
</TABLE>

All accounts  receivable  mature within one year. The movement in the allowances
for doubtful receivables is as follows:

<TABLE>
<CAPTION>
                                                                                           fiscal 2002     fiscal 2001
                                                                                           -----------     -----------
<S>                                                                                        <C>             <C>
Beginning of the year                                                                            (131)           (130)
Additions                                                                                         (69)            (77)
Acquired in business acquisitions                                                                 (36)             (2)
Used                                                                                               73              62
Released (change in estimates)                                                                     10              18
Exchange rate differences                                                                          16              (2)
                                                                                              -------          ------
End of the year                                                                                  (137)           (131)
                                                                                              =======          ======
</TABLE>

The  Company's  wholly  owned  subsidiaries,  USF and  Alliant,  participate  in
separate  Receivable Sale and Related Agreements (the  "Agreements").  Under the
Agreements,  these subsidiaries sell, on a revolving basis, their eligible trade
receivables  to  two  companies,   which  are  wholly  owned,  special  purpose,
bankruptcy-remote  subsidiaries  of the Company  (the  "Receivable  Companies").
Simultaneously,  the Receivables  Companies  transfer,  assign and convey all of
their present and future

                                      F-73
<PAGE>
                                  ROYAL AHOLD
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
          FISCAL YEARS 2002, 2001 (AS RESTATED) AND 2000 (AS RESTATED)
   (AMOUNTS IN EUR MILLIONS, EXCEPT PER SHARE DATA, UNLESS OTHERWISE STATED)

rights, title and interest in the receivables to two non-consolidated qualifying
special purpose  entities (the "Master  Trusts").  In return for the receivables
transferred, the Receivable Companies receive cash and certificates representing
fractional,  undivided  interests  in  the  Master  Trusts,  subordinate  to the
interest of third-party investors.  Additional  certificates,  also representing
fractional,  undivided interests in the Master Trusts, are sold at a discount to
third-party   investors  in  exchange  for  cash.  The  interests  purchased  by
third-party investors include both variable investment  certificates,  which may
be  increased  up to a maximum  purchase  limit of USD 695,  and USD 300 in term
investment certificates, aggregating to a maximum purchase limit of USD 995 (EUR
953). The variable  certificate  holders are generally  either  commercial paper
conduits,  which may at their sole option choose to increase the amount invested
in a certificate,  or banks or other financial institutions that commit, subject
to certain  conditions,  to fund increases in respect of the  certificates for a
committed  period  of time.  The  transferable  term  certificates  were sold in
reliance  on Rule 144A to  qualified  institutional  buyers in July 2000 and are
scheduled to expire in June 2005.

As of fiscal  year-end 2002 and 2001, the Company had sold USD 857 (EUR 826) and
USD 985 (EUR 1,115),  respectively,  under the  Agreements to the Master Trusts.
The costs  associated  with the sale of interests in the Master Trusts are based
on existing markets for A-1+/P-1  asset-backed  commercial paper rates and LIBOR
plus fees and expenses,  primarily related to the discount and loss on sale, and
ranged  between  1.30% and 1.88%  annually  during  2002.  Because the  variable
certificate  holders  have no  commitment  to  maintain  the  funding  of  their
purchases of interests of the Master  Trusts based on the A-1+/P-1  asset-backed
commercial paper market,  in the event these purchasers  refuse or are unable to
fund the purchase of the Master  Trusts  interest with  asset-backed  commercial
paper,  the costs  associated  with the sale of such interests is based upon the
sum of LIBOR and an  additional  amount  based on Ahold's  then  current  credit
rating. The Company's retained interest in the assets of the Master Trusts as of
fiscal  year-end 2002 and fiscal year-end 2001, was  approximately  USD 251 (EUR
240) and USD 198 (EUR 224),  respectively.  This retained interest,  which Ahold
includes  in the  accounts  receivable  balance  reflected  in the  consolidated
balance  sheets,  is  recorded  at  estimated  fair value and  approximates  the
carrying  amount  because of the immediate or short-term  maturity of the assets
underlying the certificates. Further, the fair value of the retained interest is
not  significantly  affected by changes in the discount rate  assumption used in
the fair value  assessment  because of the short-term  nature,  approximately 30
days, of the underlying receivables.  The fair value of the retained interest in
the assets of the Master Trusts is reviewed on an ongoing basis for  outstanding
and newly securitized receivables.

The Company received  proceeds from the collections  under the Agreements of USD
16.2  billion (EUR 15.5  billion)  and USD 10.7  billion  (EUR 12.1  billion) in
fiscal 2002 and 2001, respectively.  Losses, primarily representing interest, in
the form of a discount on the purchase price paid for each receivable,  totalled
EUR 18 and EUR 20 in fiscal 2002 and 2001, respectively, and are included in the
consolidated  statements of operations under the caption "Other financial income
and  expense".  The Company  retains  responsibility  for the servicing of these
receivables  in return  for a  servicing  fee  pursuant  to the  Agreements.  No
servicing  asset or liability has been recorded  because the fees Ahold receives
for servicing the receivables approximate the related cost.

The sole  purpose  of the  Master  Trusts  is to  facilitate  the  purchases  of
receivables of USF and Alliant by various third-party investors. The only assets
of the Master Trusts are the receivables purchased that are still outstanding at
year-end,  cash  collected  from the assets  that they hold,  and highly  liquid

                                      F-74
<PAGE>
                                  ROYAL AHOLD
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
          FISCAL YEARS 2002, 2001 (AS RESTATED) AND 2000 (AS RESTATED)
   (AMOUNTS IN EUR MILLIONS, EXCEPT PER SHARE DATA, UNLESS OTHERWISE STATED)

investments  purchased  with  that  cash  pending  distribution  to  holders  of
beneficial  interests that are appropriate for that purpose.  The obligations of
the Master Trusts equal the invested amount of certificate  holders, the accrued
return  for the  year,  and the  fair  value  of the  residual  interests  sold,
including those sold to the Company.

Due to the nature of the restatements  that were announced on February 24, 2003,
and  the  consequent   related  potential  impact  on  compliance  with  certain
provisions  in the portions of the  Agreements  related to variable  certificate
investments,  the Agreements  were amended in March 2003 to, among other things,
include a financial  covenant that requires Ahold's average four quarter rolling
interest  coverage ratio to not be lower than 2.25. The Company  further amended
the portions of the Agreements  related to variable  certificate  investments to
lower the aggregate maximum purchase limit of third-party  variable  certificate
investments  in the  Master  Trusts  to USD  490,  primarily  in  response  to a
contraction  in the  aggregate  pool of  receivables  available  for sale to the
Master Trusts under the Agreements and to extend the  termination  date of those
portions of the Agreements  until October 2, 2003. The Company intends to extend
further the termination date of those portions of the Agreements for at least an
additional  two months,  where some of the variable  certificate  investors have
committed to extend their  investments  until  February 2004. In addition to the
changes described above, in June 2003, one of the variable certificate investors
under the  programs  was  replaced by banks who had in March 2003,  committed to
provide the Company with a USD 450 back-up investment  commitment to support the
variable certificate  investment amounts outstanding at that time. Subsequent to
this  replacement,  USD 220 remains  available to the Company  under the back-up
investment commitment.

During fiscal 2002, the above  described  transfer of all trade  receivables and
the subsequent  conveyance of the Company's interest in those receivables to the
Master Trusts qualified as a sale according to Dutch GAAP.  Accounts  receivable
sold under these  arrangements are excluded from the accounts  receivable in the
consolidated  balance sheet.  As a result,  for fiscal 2002, the Company did not
consolidate  the Master Trusts.  On July 10, 2003, the agreement  related to the
receivables  sale  participated in by USF was amended and restated such that the
applicable  Master Trust will qualify as a group  company and will  therefore be
consolidated.


20   Cash and cash equivalents

<TABLE>
<CAPTION>
                                                                               December 29, 2002     December 30, 2001
                                                                               -----------------     -----------------
<S>                                                                            <C>                   <C>
Cash on hand                                                                                415                   491
Cash in bank                                                                                416                   727
Cash investments and time deposits                                                          171                   480
                                                                                       --------               -------
                                                                                          1,002                 1,698
                                                                                       ========               =======
</TABLE>

No cash was restricted on December 29, 2002 and December 30, 2001.


21   Changes in shareholders' equity

Restatements  relating  to periods  prior to fiscal  2000 were  recorded  in the
opening accumulated deficit as of January 1, 2000. See Note 3.

                                      F-75
<PAGE>
                                  ROYAL AHOLD
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
          FISCAL YEARS 2002, 2001 (AS RESTATED) AND 2000 (AS RESTATED)
   (AMOUNTS IN EUR MILLIONS, EXCEPT PER SHARE DATA, UNLESS OTHERWISE STATED)

Changes in Shareholders' equity are summarized as follows:

<TABLE>
<CAPTION>
                                                             Legal and                                 Net
                                  Share       Additional     statutory       Other    Accumulated   income
                                capital  paid in capital      reserves    reserves        Deficit   (loss)      Total
                                -------  ---------------     ---------    --------    -----------   ------      -----
<S>                             <C>      <C>                 <C>          <C>         <C>           <C>         <C>
Balance as of January 2,
2000 (as restated)                 179            4,225           125         (61)        (2,142)       --     2,326
Net income (loss)                   --               --            --          --             --       920       920
Dividend preferred
financing shares                    --               --            --          --            (17)       --       (17)
Issue of common shares              35            4,056            --          --             --        --     4,091
Issue of cumulative
preferred financing shares          29              366            --          --             --        --       395
Optional stock dividend              4               (4)           --          --            (44)       --       (44)
Exercise of stock options            1               54            --          --             --        --        55
Adjustment nominal value            21              (21)           --          --             --        --        --
Goodwill                            --               --            --          --         (5,353)       --    (5,353)
Exchange rate differences
in foreign interests                --               --            --         (21)            --        --       (21)
Appropriation to legal
reserve                             --               --            39          --            (39)       --        --
                                ------           ------        ------      ------         ------    ------    ------
Balance as of December 31,
2000 (as restated)                 269            8,676           164         (82)        (7,595)      920     2,352
Net income (loss)                   --               --            --          --            920      (170)      750
Dividend preferred
financing shares                    --               --            --          --            (38)       --       (38)
Issue of common share               20            2,481            --          --             --        --      2,501
Optional stock dividend              5               (5)           --          --            (94)       --       (94)
Exercise of stock options            1               66            --          --             --        --        67
Goodwill adjustments                --               --            --          --             78        --        78
Exchange rate differences
in foreign interests                --               --            --        (114)            --        --      (114)
Minimum pension liability           --               --            --          (6)            --        --        (6)
Appropriation to legal
reserve                             --               --            48          --            (48)       --        --
                                ------           ------        ------      ------         ------    ------    ------
Balance as of December 30,
2001 (as restated)                 295           11,218           212        (202)        (6,777)      750     5,496
                                ======           ======        ======      ======         ======    ======    ======
Balance as of December 30,
2001 (as previously
reported)                          295           11,218            55        (190)        (6,599)     1,113    5,892
Cumulative restatements /
change in accounting
principle                           --               --           157         (12)          (178)     (363)     (396)
                                ------           ------        ------      ------         ------    ------    ------
Balance as of December 30,
2001 (as restated)                 295           11,218           212        (202)        (6,777)      750     5,496
                                ======           ======        ======      ======         ======    ======    ======
Net income (loss)                   --               --            --          --            750    (1,958)   (1,208)
Dividend preferred
financing shares                    --               --            --          --            (38)       --       (38)
Optional stock dividend              3               (3)           --          --           (433)       --      (433)
Exercise of stock options           --                5            --          --             --        --         5
Goodwill                            --               --            --          --             32        --        32
Exchange rate differences
in foreign interests                --               --            --      (1,129)            --        --    (1,129)
Minimum pension liability           --               --            --        (120)            --        --      (120)
Appropriation to legal
reserve                             --               --            79          --            (75)       --         4
                                ------           ------        ------      ------         ------    ------    ------
BALANCE AS OF
DECEMBER 29, 2002                  298           11,220           291      (1,451)        (6,541)   (1,208)    2,609
                                ======           ======        ======      ======         ======    ======    ======
</TABLE>

                                      F-76
<PAGE>
                                  ROYAL AHOLD
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
          FISCAL YEARS 2002, 2001 (AS RESTATED) AND 2000 (AS RESTATED)
   (AMOUNTS IN EUR MILLIONS, EXCEPT PER SHARE DATA, UNLESS OTHERWISE STATED)

Authorized  share capital is comprised of the following  classes of shares as of
December 29, 2002:

<TABLE>
<S>                                                                                  <C>
Cumulative preferred shares (800,000 of EUR 500 each)                                   400
Cumulative preferred financing shares (400,000,000 of EUR 0.25 each)                    100
Common shares (1,200,000,000 of EUR 0.25 each)                                          300
                                                                                        ---
                                                                                        800
</TABLE>

Movements  in issued and  additional  paid in  capital  during the years were as
follows:

<TABLE>
<CAPTION>
                                                                                     Issued and paid-up share capital
                                                    Shares (x 1,000)                          (x 1,000 EUR)
                                                    ----------------                          -------------
                                                               Cumulative                       Cumulative
                                                                preferred                         preferred        Total
                                                 Common         financing            Common       financing   issued and
                                                 shares            shares            shares          shares      paid-up
                                                 ------        ----------            ------     -----------   ----------
<S>                                            <C>              <C>               <C>            <C>          <C>
Balance as of January 2, 2000                   646,484           144,000           146,681         32,672       179,353
Share issue                                     149,101           115,317            34,682         28,829        63,511
Shares issued as optional dividends              18,167                --             4,122             --         4,122
Exercise of stock options                         3,097                --               747             --           747
Converted subordinated notes                         --                --                --             --            --
Adjustment nominal value                             --                --            17,981          3,328        21,309
                                              ---------         ---------         ---------      ---------     ---------
Balance as of December 31, 2000                 816,849           259,317           204,213         64,829       269,042
Share issue                                      80,500                --            20,125             --        20,125
Shares issued as optional dividends              20,462                --             5,115             --         5,115
Exercise of stock options                         3,160                --               790             --           790
Converted subordinated notes                          8                --                 2             --             2
                                              ---------         ---------         ---------      ---------     ---------
Balance as of December 30, 2001                 920,979           259,317           230,245         64,829       295,074
Share issue                                          --                --                --             --            --
Shares issued as optional dividends               9,733                --             2,433             --         2,433
Exercise of stock options                           392                --                98             --            98
Converted subordinated notes                          3                --                 1             --             1
                                              ---------         ---------         ---------      ---------     ---------
Balance as of December 29, 2002                 931,107           259,317           232,777         64,829       297,606
                                              =========         =========         =========      =========     =========
</TABLE>

Cumulative Preferred Shares

In March 1989, the Company  entered into an agreement  (the "Option  Agreement")
with Stichting Ahold Continuiteit ("SAC" or "Ahold Continuity Foundation").  SAC
has no members or shareholders. Under the laws of the Netherlands, the SAC is an
independent  legal  entity  governed  by its  board of  directors.  The board of
directors of SAC is independent  and its  composition is mandated by the listing
rules of Euronext Amsterdam. In case of liquidation,  the SAC board of directors
must  distribute  any  remaining  residual  assets to  charities.  The statutory
objective is to enhance Ahold's continuity, independence and identity in case of
a hostile  takeover  attempt.  The Option  Agreement was amended and restated in
April 1994, March 1997 and December 2001. Pursuant to the Option Agreement,  SAC
was granted an option (the "SAC Option") to acquire from the Company,  from time
to time until December 2016, cumulative preferred shares up to a total par value
that is equal to the total par value of all  issued  and  outstanding  shares of
Ahold's capital stock,  excluding  cumulative  preferred  shares, at the time of
exercise  of  the  SAC  Option.  The  SAC  Option,  which  was  granted  for  no
consideration,  entitles  SAC,  upon  exercise  (only in the  event of a hostile
takeover  attempt),  to  receive  cumulative  preferred  shares.  At the time of
exercise, the Company may stipulate that only 25% of the par value would be paid
in  return  for such  shares,  until  payment  in full of the par value is

                                      F-77
<PAGE>
                                  ROYAL AHOLD
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
          FISCAL YEARS 2002, 2001 (AS RESTATED) AND 2000 (AS RESTATED)
   (AMOUNTS IN EUR MILLIONS, EXCEPT PER SHARE DATA, UNLESS OTHERWISE STATED)

later called by the  Company.  SAC would then only be entitled to a market based
interest return on its investment.  If the SAC Options were to be exercised, the
holders of the cumulative  preferred shares would be entitled to 2,000 votes per
share  and a  cumulative  dividend  expressed  as a  percentage  of  the  amount
called-up and paid-up on the cumulative preferred shares. The percentage applied
is the sum of (i) the average basic refinancing transaction interest rate as set
by the  European  Central  Bank  plus 210  basis  points,  and (ii) the  average
interest  margin as set by the largest  credit  institution  in The  Netherlands
based  on  balance  sheet  total  at the end of the  fiscal  year.  The  minimum
percentage  applied is 5.75%.  Subject to limited  exceptions,  each transfer of
cumulative  preferred  shares  require the approval of the  Corporate  Executive
Board.  SAC  would  not be  able to  initiate  a vote  under  the  terms  of the
cumulative  preferred  shares,  but would rather only be able to  participate in
votes initiated by the Company's other shareholders. Therefore, SAC would not be
in a position to change its level of profit  participation  upon exercise of the
options.  Cumulative  preferred shares can only be issued in registered form. No
share certificates are issued for cumulative preferred shares.

The  option   agreement  and  the  cumulative   preferred  shares  have  certain
anti-takeover  effects.  The  issuance of all  authorized  cumulative  preferred
shares will cause  substantial  dilution of the  effective  voting  power of any
shareholder,  including a shareholder that attempts to acquire the Company,  and
could have the effect of  delaying,  deferring  and  preventing  a change in the
Company's control.


Cumulative Preferred Financing Shares

In  accordance  with  the  Company's  Articles  of  Association,  the  Corporate
Executive Board of Ahold was designated as the body authorized to issue or grant
rights to  subscribe  for  cumulative  preferred  financing  shares of  whatever
series, subject to the prior approval of the Supervisory Board of Ahold, up to a
total nominal amount equal to 25% of all the  outstanding  shares of the capital
stock of Ahold,  excluding  cumulative  preferred shares.  Cumulative  preferred
financing  shares must be fully paid up upon  issuance.  In accordance  with the
Articles of Association the Corporate  Executive Board of Ahold must approve any
change of ownership of the cumulative  preferred financing shares.  Ahold cannot
be forced to redeem these shares.

Dividends are paid on each cumulative  preferred financing share at a percentage
(the "Financing  Dividend  Percentage")  based on the average effective yield on
Dutch state loans with a remaining life of nine to ten years,  and such rate has
been fixed for a period of ten years at a rate of 7.37% per fiscal  year for the
share  issuance in June 1996,  5.18% per fiscal  year for the share  issuance in
August 1998 and 6.47% per fiscal year for the share issuance in October 2000.

Common Shares

Ahold common shares are listed on the Euronext Amsterdam.  Ahold has a secondary
listing on the Swiss Stock Exchange in Zurich. Additionally, Ahold common shares
are listed on the New York Stock  Exchange  in the U.S.  in the form of American
Depositary Shares ("ADSs"),  evidenced by American Depositary Receipts ("ADRs").
The  depositary  for the ADSs is The Bank of New York.  Each ADS  evidences  the
right to receive one common share.

                                      F-78
<PAGE>
                                  ROYAL AHOLD
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
          FISCAL YEARS 2002, 2001 (AS RESTATED) AND 2000 (AS RESTATED)
   (AMOUNTS IN EUR MILLIONS, EXCEPT PER SHARE DATA, UNLESS OTHERWISE STATED)

The  holders  of  common  shares  are  entitled  to one  vote per  share  and to
participate in the distribution of dividends and liquidation proceeds.  Pursuant
to article 39 of the Articles of Association,  first a dividend will be declared
on cumulative  preferred shares and on cumulative preferred financing shares out
of net income. The remaining income,  after reservations made by the Supervisory
Board in consultation with the Corporate  Executive Board, will be available for
distribution to the common  shareholders upon approval at the general meeting of
shareholders.  Upon  recommendation  of the Corporate  Executive Board, with the
approval of the  Supervisory  Board,  the general  meeting of  shareholders  can
decide to pay a dividend wholly or partly in the form of common shares.  Amounts
not  paid in the form of  dividends  will be added  to  retained  earnings.  The
proposed profit-sharing statement reads as follows:

<TABLE>
<CAPTION>
                                                                         fiscal 2002        fiscal 2001         fiscal 2000
                                                                         -----------        -----------         -----------
<S>                                                                      <C>                <C>                 <C>
Net income (loss)                                                            (1,208)               750                 920
Dividends on cumulative preferred financing shares                              (38)               (38)                (17)
Dividends on common shares                                                     (204)              (653)               (506)
                                                                           --------           --------            --------
Accumulated deficit/Other reserves                                             (966)                59                 397
                                                                           ========           ========            ========
</TABLE>

As a result of the reported loss in fiscal 2002,  no final  dividend was be paid
in respect to 2002 (2001:  EUR 0.51 per share;  2000:  EUR 0.45 per share).  EUR
0.22 per share was paid as interim  dividend in 2002 (2001:  EUR 0.22 per share;
2000: EUR 0.18 per share).

Exchange  rate  differences  related with  foreign  investments  and  additional
charges  regarding the minimum pension liability are  non-distributable  and are
recorded as "other reserves" in shareholders' equity.

Capital  accounts  ("Garantievermogen")  defined  as the total of  shareholders'
equity,  minority interest and subordinated long-term loans, amount to EUR 3,676
and EUR 7,324 as of December 29, 2002 and December 30, 2001, respectively.


22   Pensions and other retirement benefits

<TABLE>
<CAPTION>
                                                                                  December 29, 2002       December 30, 2001
                                                                                  -----------------       -----------------
<S>                                                                               <C>                     <C>
Defined benefit plans                                                                          684                     519
Defined contribution plans                                                                      72                      80
                                                                                           -------                  ------
Total pensions and other retirement benefits                                                   756                     599
                                                                                           =======                  ======
</TABLE>

Defined benefit plans

In fiscal 2002, Ahold adopted SFAS No. 87 and 106, US GAAP standards,  for Dutch
GAAP purposes,  and adjusted the numbers and related  disclosure for fiscal 2001
and fiscal 2000.

Pensions

Ahold has a number of defined  benefit  pension  plans  covering  a  substantial
number of employees within the U.S. and Europe (including The Netherlands).  All
plans have been  established in accordance with applicable  legal  requirements,
customs and existing circumstances in each country.

                                      F-79
<PAGE>
                                  ROYAL AHOLD
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
          FISCAL YEARS 2002, 2001 (AS RESTATED) AND 2000 (AS RESTATED)
   (AMOUNTS IN EUR MILLIONS, EXCEPT PER SHARE DATA, UNLESS OTHERWISE STATED)

Other benefit plans

Ahold  provides  life  insurance  and health care  benefits for certain  retired
employees  meeting age and service  requirements at its U.S.  subsidiaries.  The
Company funds these plans as claims are  incurred.  Health and welfare plans are
also stated in other benefit plans in the following tables below.

The  assumed  health  care cost trend rates used in  measuring  the  accumulated
post-retirement  benefit  obligation  is 10.0%,  7.25% and 7.25% in fiscal years
2002,  2001 and 2000,  respectively  grading down to 5.0% by 2007 and a constant
5.0% for  participants  over 65 years of age. A  1.0%-point  increase in assumed
health care cost trend rates would have  increased  the aggregate of service and
interest cost of 11.2% in fiscal 2002,  7.9% in fiscal 2001,  and 8.0% in fiscal
2000.  The  effect of this  change on the  accumulated  post-retirement  benefit
obligations as of the end of fiscal 2002,  fiscal 2001, and fiscal 2000 would be
an increase of 10.2%,  7.0%, and 6.0%,  respectively.  A 1.0%-point  decrease in
assumed  health care cost trend  rates would have  decreased  the  aggregate  of
service and interest  cost  components  of net periodic  retirement  health care
benefit  cost by 9.0% for fiscal  2002,  6.6% in fiscal  2001,  and 6% in fiscal
2000.  The  effect of this  change on the  accumulated  post-retirement  benefit
obligation  for health care benefits as of the end of fiscal 2002,  fiscal 2001,
and fiscal 2000 would be a decrease of 8.3%, 5.9%, and 5.0%, respectively.

The   following   table   provides  a  summary  of  the  funded  status  of  all
defined-benefit plans throughout Ahold as well as the amounts not yet recognized
in the statement of operations and the amounts recognized in the balance sheet:

<TABLE>
<CAPTION>
                                                                                      fiscal 2002          fiscal 2001
                                                                                      ------------         -----------
<S>                                                                                   <C>                  <C>
Projected benefit obligation at year-end                                                   (2,854)             (2,712)
Fair value of plan assets at year-end                                                       1,882               2,138
                                                                                         --------             -------
Funded status                                                                                (972)               (574)
Unrecognized actuarial (gain) loss                                                            710                 264
Unrecognized prior service cost                                                               (12)                 11
Unrecognized net transition obligation                                                         (4)                 (8)
                                                                                         --------            --------
Net amount recognized                                                                        (278)               (307)
                                                                                         ========            ========

Prepaid benefit cost under other financial fixed assets                                       185                 201
Accrued benefit liability under provisions for pensions                                      (684)               (519)
Intangible assets                                                                              17                   1
Deferred tax assets                                                                            81                   4
Accumulated other comprehensive income                                                        123                   6
                                                                                          -------              ------
Net amount recognized                                                                        (278)               (307)
                                                                                          =======              ======
</TABLE>

In the following  tables,  the change in benefit  obligations and plan assets is
provided, as well as the funded status and the amounts recognized in the balance
sheet. The components of net periodic benefit cost are also included. Because of
the significance of defined-benefit plans in the U.S. and Europe, the U.S. plans
(in aggregate) are shown separately from the European plans (in aggregate).  The
Company's  pension plans have different  measurement  dates as follows:  for the
U.S. pension plans - September 30, for the European pension plans - December 31.

                                      F-80
<PAGE>
                                  ROYAL AHOLD
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
          FISCAL YEARS 2002, 2001 (AS RESTATED) AND 2000 (AS RESTATED)
   (AMOUNTS IN EUR MILLIONS, EXCEPT PER SHARE DATA, UNLESS OTHERWISE STATED)

<TABLE>
                                                                     U.S. Pensions              U.S. Other benefits
                                                                     -------------              -------------------
                                                                fiscal 2002     fiscal 2001   fiscal 2002    fiscal 2001
                                                                -----------     -----------   -----------    -----------
<S>                                                             <C>             <C>           <C>            <C>
Benefit obligation:
   Beginning of the year                                             1,050             668            72             56
   Service cost                                                         43              22             2              1
   Interest cost                                                        72              56             5              5
   Amendments                                                            2              12             2             --
   Actuarial loss                                                      107              72            20             --
   Acquisition                                                          24             213            --             10
   Foreign currency exchange rate changes                             (175)             43           (13)             3
   Benefits paid                                                       (67)            (36)           (3)            (3)
                                                                  --------        --------       -------        -------
   End of the year                                                   1,056           1,050            85             72
                                                                  ========        ========       =======        =======

Plan Assets:
   Fair value of assets, beginning of the year                         738             646            --             --
   Actual return on plan assets                                        (52)            (57)           --             --
   Company contribution                                                 25               8             3              3
   Acquisition                                                           9             135            --             --
   Foreign currency exchange rate changes                             (103)             42            --             --
   Benefits paid                                                       (67)            (36)           (3)            (3)
                                                                  --------        --------       -------        -------
   Fair value of assets, end of the year                               550             738            --             --
                                                                  ========        ========       =======        =======

Funded status of plan                                                 (506)           (312)          (85)           (72)
Unrecognized actuarial (gain) loss                                     309             133            14             (5)
Unrecognized prior service cost                                         16              21             2             --
Unrecognized net transition obligation                                  --              (1)           --             --
                                                                  --------        --------       -------        -------
Net balances                                                          (181)           (159)          (69)           (77)
                                                                  ========        ========       =======        =======

Classification of the net balances is as follows:
   Prepaid benefit cost                                                 --              43            --             --
   Accrued benefit liability                                          (390)           (213)          (69)           (77)
   Intangible asset                                                     17               1            --             --
   Deferred tax asset                                                   77               4            --             --
   Accumulated other comprehensive income                              115               6            --             --
                                                                  --------        --------       -------        -------
Net balances                                                          (181)           (159)          (69)           (77)
                                                                  ========        ========       =======        =======
</TABLE>

The net periodic benefit cost:

<TABLE>
<CAPTION>
                                                           U.S. Pensions                      U.S. Other benefits
                                                           -------------                      -------------------
                                             fiscal 2002 fiscal 2001  fiscal 2000  fiscal 2002  fiscal 2001  fiscal 2000
                                             ----------- -----------  -----------  -----------  -----------  -----------
<S>                                          <C>         <C>          <C>          <C>          <C>          <C>
Service cost of benefits earned                      43          22           17             2           1            1
Interest cost on benefit obligation                  72          56           46             5           4            4
Expected return on assets                           (62)        (61)         (53)           --          --           --
Amortization of transition asset                     --          (1)          (1)           --          --           --
Amortization of prior service cost                    2           2            1            --          --           --
Recognized actuarial (gain) loss                      3          (4)          (6)           --          --           --
                                                 ------      ------       ------         -----       -----        -----
Net periodic benefit cost                            58          14            4             7           5            5
                                                 ======      ======       ======         =====       =====        =====
</TABLE>

The  assumptions  used  to  develop  the  actuarial  present  value  of  benefit
obligations and pension expense under SFAS No. 87 were as follows:

                                      F-81
<PAGE>
                                  ROYAL AHOLD
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
          FISCAL YEARS 2002, 2001 (AS RESTATED) AND 2000 (AS RESTATED)
   (AMOUNTS IN EUR MILLIONS, EXCEPT PER SHARE DATA, UNLESS OTHERWISE STATED)

<TABLE>
<CAPTION>
U.S. plans                                                                 Pensions               Other benefit plans
                                                                           --------               -------------------
                                                                 fiscal    fiscal    fiscal    fiscal   fiscal    fiscal
                                                                   2002      2001      2000      2002     2001      2000
                                                                   ----      ----      ----      ----     ----      ----
<S>                                                              <C>       <C>       <C>       <C>      <C>       <C>
Discount rate for obligations                                     6.75%     7.50%     8.00%     6.75%    7.50%     8.00%
Expected return on plan assets                                    9.00%     9.00%     9.00%       N/A      N/A       N/A
Average salary increases                                          4.00%     4.50%     4.50%     4.00%    4.50%     4.50%
</TABLE>

<TABLE>
<CAPTION>
                                                                                                 European Pensions
                                                                                                 -----------------
                                                                                            fiscal 2002     fiscal 2001
                                                                                            -----------     -----------
<S>                                                                                         <C>             <C>
Benefit obligation:
   Beginning of the year                                                                          1,590          1,490
   Service cost                                                                                      66             61
   Plan participant contributions                                                                    16             11
   Interest cost                                                                                     86             81
   Amendments                                                                                       (28)            --
   Actuarial loss (gain)                                                                             47             (4)
   Benefits paid                                                                                    (64)           (49)
                                                                                               --------       --------
   End of the year                                                                                1,713          1,590
                                                                                               ========       ========

Plan Assets:
   Fair value of assets, beginning of the year                                                    1,400          1,464
   Actual return on plan assets                                                                    (113)           (92)
   Company contribution                                                                              93             66
   Plan participant contribution                                                                     16             11
   Benefits paid                                                                                    (64)           (49)
                                                                                               --------       --------
   Fair value of assets, end of the year                                                          1,332          1,400
                                                                                               ========       ========

Funded status of plan                                                                              (381)          (190)
Unrecognized actuarial loss                                                                         387            136
Unrecognized prior service cost                                                                     (30)           (10)
Unrecognized net transition obligation                                                               (4)            (7)
                                                                                                -------        -------
Net balances                                                                                        (28)           (71)
                                                                                                =======        =======

Classification of the net balances is as follows:
   Prepaid benefit cost                                                                             185            158
   Accrued benefit liability                                                                       (225)          (229)
   Deferred tax asset                                                                                 4             --
   Accumulated other comprehensive income                                                             8             --
                                                                                                -------        -------
Net balances                                                                                        (28)           (71)
                                                                                                =======        =======
</TABLE>

                                      F-82
<PAGE>
                                  ROYAL AHOLD
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
          FISCAL YEARS 2002, 2001 (AS RESTATED) AND 2000 (AS RESTATED)
   (AMOUNTS IN EUR MILLIONS, EXCEPT PER SHARE DATA, UNLESS OTHERWISE STATED)

The net periodic benefit cost:

<TABLE>
<CAPTION>
                                                                                          European Pensions
                                                                                          -----------------
                                                                            fiscal 2002      fiscal 2001    fiscal 2000
                                                                            -----------      -----------    -----------
<S>                                                                         <C>              <C>            <C>
Service cost of benefits earned                                                     66               61             45
Interest cost on benefit obligation                                                 86               81             71
Expected return on assets                                                          (91)             (95)           (91)
Amortization of transition asset                                                    (4)              --             --
Amortization of prior service cost                                                  (1)              (5)           (18)
                                                                               -------          -------        -------
Net periodic benefit cost                                                           56               42              7
                                                                               =======          =======        =======
</TABLE>

The  assumptions  used  to  develop  the  actuarial  present  value  of  benefit
obligations and pension expense under SFAS No. 87 were as follows:

<TABLE>
<CAPTION>
European plans                                                                              Pensions
                                                                                            -----------
                                                                           fiscal 2002      fiscal 2001    fiscal 2000
                                                                           -----------      -----------    -----------
<S>                                                                        <C>              <C>            <C>
Discount rate for obligations                                                    5.25%            5.25%          5.25%
Expected return on plan assets                                                   6.50%            6.50%          6.50%
Average salary increases                                                         2.50%            2.50%          2.50%
</TABLE>

Defined contribution plans
In the U.S.,  there are defined  contribution  plans  principally in the form of
savings,  incentive  compensation and bonus plans.  Additionally,  certain union
employees  in the U.S.  are  covered  by  multi-employer  plans,  which are also
accounted for as defined contribution plans. The Company has contributed EUR 90,
EUR 87 and EUR 80 to defined  contribution plans during fiscal years 2002, 2001,
and 2000, respectively.

                                      F-83
<PAGE>
                                  ROYAL AHOLD
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
          FISCAL YEARS 2002, 2001 (AS RESTATED) AND 2000 (AS RESTATED)
   (AMOUNTS IN EUR MILLIONS, EXCEPT PER SHARE DATA, UNLESS OTHERWISE STATED)

23   Other provisions

<TABLE>
<CAPTION>
                                                   Provision for          Self
                                                supplemental and     insurance
                                              severance payments       program   Miscellaneous   Maintenance       Total
                                              ------------------     ---------   -------------   -----------       -----
<S>                                                  <C>            <C>          <C>             <C>             <C>
Balance as of January 2, 2000                                34           256             206            61         557
Acquisitions                                                 24            10             208            --         242
Interest                                                     --            19               3            --          22
Provisions charged to income statement                       21           205              32              8        266
Released to income/change in estimate                        (8)          (17)            (11)          (10)        (46)
Used                                                        (15)         (168)            (99)           (7)       (289)
Exchange rate differences                                    (1)           17               8            --          24
                                                     ----------    ----------     -----------    ----------    --------
Balance as of December 31, 2000                              55           322             347            52         776
Acquisitions                                                 --            86              52            --         138
Interest                                                     --            23               2            --          25
Provisions charged to income statement                       (2)          171              23            --         192
Released to income/change in estimate                        (1)           --             (51)          (52)       (104)
Used                                                        (14)         (178)           (157)           --        (349)
Exchange rate differences                                     1            26              16            --          43
Reclassification                                            (24)           --              24            --          --
                                                     ----------    ----------     -----------    ----------    --------
Balance as of December 30, 2001                              15           450             256            --         721
Acquisitions                                                  1            --              73            --          74
Interest                                                     --            24               4            --          28
Provisions charged to income statement                       11           366             105            --         482
Released to income/change in estimate                        (3)           (4)            (16)           --         (23)
Used                                                         (9)         (391)           (101)           --        (501)
Exchange rate differences                                    (1)          (65)            (35)           --        (101)
                                                     ----------    ----------     -----------    ----------    --------
Balance as of December 29, 2002                              14           380             286            --         680
                                                     ==========    ==========     ===========    ==========    ========
</TABLE>

Self-insurance program
The Company is  self-insured  for certain losses  related to general  liability,
commercial auto liability and workers'  compensation mainly relating to its U.S.
subsidiaries.  Maximum  self-insurance  retention,  including  defense costs per
occurrence, is EUR 2 for general liability, EUR 5 for commercial auto liability,
and EUR 5 for workers'  compensation.  The  self-insurance  program liability is
actuarially determined, based on claims filed and an estimate of claims incurred
but not  reported,  and was  discounted  using a discount rate of 5.5% in fiscal
2002 and 6.0% in fiscal 2001.

Miscellaneous
Included in this  provision is an amount of EUR 106 in fiscal 2002 (fiscal 2001:
EUR 177) for unfavorable  lease  contracts.  Also included is a Customer Loyalty
Program  related  in The  Netherlands  for an amount  of EUR 64 in  fiscal  2002
(fiscal 2001: EUR 46). Furthermore there is a liability of EUR 70 in fiscal 2002
(fiscal 2001: EUR 0) regarding  various claims with respect to the conversion of
amounts  previously  payable  in USD  being  restated  into  Pesos  pursuant  to
Argentine law.

                                      F-84
<PAGE>
                                  ROYAL AHOLD
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
          FISCAL YEARS 2002, 2001 (AS RESTATED) AND 2000 (AS RESTATED)
   (AMOUNTS IN EUR MILLIONS, EXCEPT PER SHARE DATA, UNLESS OTHERWISE STATED)

24   Loans

<TABLE>
<CAPTION>
                                                                               December 29, 2002     December 30, 2001
                                                                               -----------------     -----------------
<S>                                                                            <C>                   <C>
Subordinated loans                                                                        1,780                 1,780
Bonds                                                                                     6,789                 7,425
Other loans                                                                                 890                 1,186
Mortgages                                                                                    72                    84
Loans from joint ventures and equity investees                                               55                   193
                                                                                       --------               -------
                                                                                          9,586                10,668
Current portion                                                                          (1,273)                 (542)
                                                                                       --------               -------
Long-term portion of loans                                                                8,313                10,126
                                                                                       ========               =======
</TABLE>

As of December 29, 2002,  maturities  of long-term  debt during each of the next
five fiscal years and thereafter are as follows:

<TABLE>
<S>                                                                                                      <C>
2003                                                                                                            1,273
2004                                                                                                               56
2005                                                                                                            2,530
2006                                                                                                              356
2007                                                                                                              452
Thereafter                                                                                                      4,919
                                                                                                              -------
                                                                                                                9,586
                                                                                                              =======
</TABLE>

Breakdown by currency and type of interest in Euro:

<TABLE>
<CAPTION>
                                        Fixed Interest   Floating interest     December 29, 2002     December 30, 2001
                                        --------------   -----------------     -----------------     -----------------
<S>                                     <C>              <C>                   <C>                   <C>
Euro                                            3,015                 505                 3,520                 4,295
U.S. Dollar                                     4,625                  72                 4,697                 5,757
Other                                              --                  96                    96                    74
                                              -------            --------              --------               -------
                                                7,640                 673                 8,313                10,126
                                              =======            ========              ========               =======
</TABLE>

Subordinated loans

<TABLE>
<CAPTION>
                                                                            Repayment commitments
                                                                            ---------------------
Subordinated loans at fixed rates                     Within 1     Between   After 5      December 29,    December 30,
                                                          year     1 and 5     years             2002            2001
                                                      --------       years   -------      -----------     ------------
                                                                   -------
<S>                                                   <C>          <C>       <C>          <C>              <C>
EUR 920, 4.0% convertible subordinated notes,
maturing on May 16, 2005                                     --         920        --             920             920
EUR 678, 3.0% convertible subordinated notes,
maturing on September 30, 2003                              678         --         --             678             678
EUR 91 bond 6.75%, maturing on August 24, 2003               91         --         --              91              91
EUR 91 bond 5.875%, maturing on December 19, 2005            --         91         --              91              91
                                                         ------     ------     ------          ------          ------
Total subordinated loans                                    769      1,011         --           1,780           1,780
                                                         ======     ======     ======          ======          ======
</TABLE>

In May 2000, Ahold issued 4.0% convertible  subordinated notes due May 19, 2005,
with a  principal  amount of EUR 920.  Holders of these  notes have the right to
convert the notes into common shares of Ahold at any time prior to May 16, 2005.
During 2002, the  conversion  price was adjusted from EUR 31.82 to EUR 31.56 per
common share as at the end of fiscal 2001. The conversion feature was

                                      F-85
<PAGE>
                                  ROYAL AHOLD
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
          FISCAL YEARS 2002, 2001 (AS RESTATED) AND 2000 (AS RESTATED)
   (AMOUNTS IN EUR MILLIONS, EXCEPT PER SHARE DATA, UNLESS OTHERWISE STATED)

not deemed beneficial at issuance. Ahold has the right to redeem the convertible
notes, in whole but not in part, at the principal amount thereof,  together with
accrued interest at any time.

In  September  1998,  Ahold  issued  3.0%  convertible  subordinated  notes  due
September 30, 2003 with a principal  amount of EUR 678,  with  interest  payable
annually. Holders of the convertible subordinated notes had the right to convert
the notes into common  shares of Ahold at any time prior to September  25, 2003.
During 2002, the  conversion  price was adjusted from EUR 27.02 to EUR 26.80 per
common share as a result of anti-dilution  provisions  included in the indenture
under  which the notes  were  issued.  The  conversion  feature  was not  deemed
beneficial at issuance.  At any time after  September  30, 2001,  the notes were
redeemable  at the option of Ahold,  in whole but not in part,  at the principal
amount  thereof,  together  with  accrued  interest.  These notes will mature on
September 30, 2003.

Redemption of the loans is subordinated to the claims of all existing and future
creditors.

Bonds and notes

<TABLE>
<CAPTION>
                                                                          Repayment commitments
                                                                          ---------------------
Bonds (fixed rates unless otherwise noted)         Within 1    Between 1      After 5     December 29,    December 30,
                                                        year   and 5 year        years            2002            2001
-------------------------------------------------------------------------------------------------------------------------
<S>                                                <C>         <C>            <C>         <C>             <C>
EUR-denominated bonds and notes:

EUR 1,500 notes 6.375%                                   --         1,355          --           1,355           1,601
EUR 1,500 bond 5.875%                                    --            --       1,500           1,500           1,500
EUR 600 notes 5.875%                                     --            --         512             512             605
EUR 227 bond 6.25%                                       --           284          --             284             335
EUR 200 bond 6.375%                                      --           200          --             200             200
EUR 136 bond 5.875%                                      --           136          --             136             136

USD-denominated bonds and notes:

USD 700 notes 8.25%                                      --            --         671             671             792
USD 500 notes 6.25%                                      --            --         479             479             566
USD 500 notes 6.875%                                     --            --         479             479             566
USD 250 bond 9.875%                                      --            --          58              58               --
USD 100 bond 9.125%                                      17            --          --              17               --

Other denominated bonds and notes:

GBP 500 bond 6.50%                                       --            --         681             681             804
JPY 33,000 bond LIBOR plus 1.5%                          --            --         299             299             181
CZK 3,000 note PRIBOR plus 0.28%                         --            96          --              96              94
Other bonds                                               4             4          14              22              45
                                                    -------       -------     -------        --------         -------
                                                         21         2,075       4,693           6,789           7,425
                                                    =======       =======     =======        ========         =======
</TABLE>

EUR-denominated bonds and notes
-    EUR 1,500 notes  6.375%,  issued by Ahold  Finance USA Inc.,  guaranteed by
     Ahold.  Matures  June 8,  2005.  These  notes  have been  swapped  to a USD
     liability of USD 1,415 at an interest rate of 8.54%.
-    EUR 1,500 bond 5.875%, issued by Ahold. Matures May 9, 2008.

                                      F-86
<PAGE>
                                  ROYAL AHOLD
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
          FISCAL YEARS 2002, 2001 (AS RESTATED) AND 2000 (AS RESTATED)
   (AMOUNTS IN EUR MILLIONS, EXCEPT PER SHARE DATA, UNLESS OTHERWISE STATED)

-    EUR 600 notes  5.875%,  issued by Ahold  Finance  USA Inc.,  guaranteed  by
     Ahold.  Matures  March 14,  2012.  The notes  have  been  swapped  to a USD
     liability of USD 534 at an interest rate of 6.835%.
-    EUR 227 bond 6.25%.  This 10-year Eurobond was issued by Ahold USA Holdings
     Inc.,  which changed its name to Croesus Inc. on December 7, 1998. The bond
     is  guaranteed by Ahold and matures  November 28, 2006.  This bond has been
     swapped to a USD liability of USD 296 at an interest rate of 7.152%.
-    EUR 200 bond 6.375%, issued by Ahold. Matures November 30, 2007.
-    EUR 136 bond 5.875%.  This 10-year Eurobond is issued by Albert Heijn B.V.,
     guaranteed by Ahold. Matures December 19, 2007.

USD-denominated bonds and notes
-    USD 700 notes 8.25%, issued by Ahold Finance USA Inc., guaranteed by Ahold.
     Matures July 15, 2010.
-    USD 500 notes 6.25%, issued by Ahold Finance USA Inc., guaranteed by Ahold.
     Matures May 1, 2009.
-    USD 500 notes  6.875%,  issued by Ahold  Finance  USA Inc.,  guaranteed  by
     Ahold. Matures May 1, 2029.
-    USD 250 bond 9.875%,  issued by Disco S.A.  Matures May 15,  2008.  Of this
     bond USD 182 is held by Ahold Belgie N.V.
-    USD 100 bond 9.125%,  issued by Disco S.A.  Matured May 15,  2003.  Of this
     bond USD 79 was held by Ahold Belgie N.V.

Other denominated bonds and notes
-    GBP 500 bond 6.5%,  issued by Ahold Finance USA Inc.,  guaranteed by Ahold.
     Matures  March 14, 2017.  This bond has been swapped to a USD  liability of
     USD 711 at an interest rate of 7.493%.
-    JPY 33,000 bond, JPY LIBOR +1.5%,  issued by Ahold in a private  placement.
     Matures May 15, 2031.  This bond has been swapped to a EUR liability of EUR
     299 at an interest rate of 7.065%.
-    CZK 3,000 note PRIBOR + 0.28% note issued by Ahold.  Matures  September 14,
     2005.

                                      F-87
<PAGE>
                                  ROYAL AHOLD
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
          FISCAL YEARS 2002, 2001 (AS RESTATED) AND 2000 (AS RESTATED)
   (AMOUNTS IN EUR MILLIONS, EXCEPT PER SHARE DATA, UNLESS OTHERWISE STATED)

Other loans

<TABLE>
<CAPTION>
                                                                           Repayment commitments
                                                                           ---------------------
Other loans (fixed rates unless otherwise noted)    Within 1     Between   After 5       December 29,    December 30,
                                                        year     1 and 5     years               2002            2001
                                                                   years
------------------------------------------------------------------------------------------------------------------------
<S>                                                 <C>          <C>       <C>            <C>            <C>
EUR-denominated loans and notes:

EUR 158 loan EURIBOR plus 0.63%                           158          --         --             158              --
EUR 95 EURO Note 5.625%                                    --          --         95              95              55
EUR 66 note EURIBOR plus 0.8%                              --          66         --              66              66
EUR 50 note EURIBOR plus 0.4%                              --          50         --              50              --
EUR 45 loan 7.70%                                           9          9          --              18              27

USD-denominated loans:

USD 250 senior loan 9.75%                                  --         --          --              --             221
USD 150 loan LIBOR plus 0.1%                              128         --          --             128             163
USD 50 loan 6.23%                                          --         48          --              48              57
USD 39 loan 6.11%                                          37         --          --              37              44
USD 39 loan LIBOR plus 0.7%                                --         --          --              --              44
Other loans                                               138        111          41             290             509
                                                       -------    -------     -------         -------         ------
                                                          470        284         136             890           1,186
                                                       =======    =======     =======         =======         ======
</TABLE>

EUR-denominated loans and notes
-    EUR 158  floating  rate  EURIBOR + 0.63%  loan,  issued  by Ahold.  Matures
     October 30, 2003.
-    EUR 95 Euro note 5.625%, issued by Ahold. Matures December 17, 2008.
-    EUR 66 floating rate EURIBOR + 0.8% note, issued by Ahold.  Matures October
     26, 2007.
 -   EUR 50 floating rate EURIBOR + 0.4% loan issued by Ahold.  Matures June 14,
     2007.
-    EUR 45 loan 7.70%, incurred by Ahold Vastgoed B.V., principal repayments on
     this  loan  are due in five  equal  installments  of EUR 9 from  June  2000
     through June 2004.

USD-denominated loans
-    USD 250 senior-loan 9.75%,  issued by Stop & Shop in February 1992. Matured
     February 1, 2002. This loan was subordinated to all senior  indebtedness of
     Stop & Shop.
-    USD 150 loan,  LIBOR  plus 0.1%.  This loan was issued by Ahold.  To obtain
     this loan,  Ahold has pledged legal ownership of USD 150 Disco bonds,  held
     by Ahold Belgie N.V. Matured on May 14, 2003.
-    USD 50 loan 6.23% issued by Croesus Inc., guaranteed by Ahold. Matures June
     30, 2006.
-    USD 39 loan 6.11% issued by Croesus Inc., guaranteed by Ahold. Matured June
     30, 2003.
-    USD 39 loan,  LIBOR  plus  0.7%.  This loan was issued by Tops in a private
     placement guaranteed by Ahold. Matured March 15, 2002.

The EURIBOR rate as of December 27, 2002 was for 3 months 2.93% and for 6 months
2.84%. The LIBOR USD rate as of December 27, 2002 USD was for 3 months 1.40% and
for 6 months 1.39%.  The PRIBOR 6 months rate as of December 27, 2002 was 2.45%.
The NIBOR rate as of December  27, 2002 was for 3 months  6.35% and for 6 months
6.52%.

                                      F-88
<PAGE>
                                  ROYAL AHOLD
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
          FISCAL YEARS 2002, 2001 (AS RESTATED) AND 2000 (AS RESTATED)
   (AMOUNTS IN EUR MILLIONS, EXCEPT PER SHARE DATA, UNLESS OTHERWISE STATED)

Ahold Finance USA Inc. is a 100%-owned finance subsidiary of Ahold and Ahold has
fully and unconditionally  guaranteed all securities issued by Ahold Finance USA
Inc. listed above. There are no significant restrictions on the ability of Ahold
to obtain funds from Ahold Finance USA, Inc. by dividend or loan.

As of December 29, 2002, the aggregate amounts of mortgages and other loans that
are collateralized by buildings and land amounted to EUR 92 (2001: EUR 104).

Credit facilities

Ahold's  primary  line of credit,  entered  into in December  1996,  was a USD 1
billion,  seven-year  multi-currency  revolving credit facility.  In March 1998,
Ahold  entered  into  an   additional   USD  500  million,   four-year   standby
multi-currency  revolving  credit  facility.  The terms and  conditions  of this
facility  were  substantially  similar  to  the  USD  1  billion  multi-currency
revolving credit facility.

In 2002, the USD 1 billion and the USD 500 million facilities,  described above,
were retired and expired,  respectively, and were replaced on July 18, 2002 with
the 2002 Credit  Facility.  The 2002 Credit  Facility  comprised a USD 2 billion
multi-currency  dual tranche  revolving credit facility bearing an interest rate
of LIBOR (or EURIBOR for EUR denominated  borrowings) plus an applicable margin.
The  applicable  margin was determined by (i) Ahold's most recent credit rating,
as published by Moody's or S&Ps, and (ii) which tranche of the facility, A or B,
was utilized.  Tranche A, which  permitted  borrowings of up to USD 500 million,
offered a maximum  loan term of one year,  and a margin  ranging  from  0.30% to
0.425%,  and Tranche B, which  permitted  borrowings  of up to USD 1,5  billion,
offered a maximum  loan term of five years,  and a margin  ranging from 0.35% to
0.50%. In addition,  the 2002 Credit Facility provided for up to USD 150 million
in letters of credit.  The 2002 Credit Facility had, at fiscal year-end 2002, an
applicable  borrowing rate of LIBOR plus 0.35% for the  outstanding  drawings on
Tranche A, and LIBOR plus 0.40% for the  outstanding  drawings on Tranche B. The
outstanding  borrowings on December 29, 2002,  on the 2002 Credit  Facility were
USD 80 in loans and an additional USD 150 in letters of credit,  which were used
primarily to support Ahold's  self-insurance  obligations.  At December 29, 2002
and  December  30,  2001,  the weighted  average  interest  rate on  outstanding
borrowings under the 2000 Credit Facility was 7.65% and 7.9%, respectively.

As of fiscal year end 2002, Ahold Finance USA Inc., a wholly owned subsidiary of
Ahold,  had  access  to  USD  200  from  three  different  banks  for  overnight
borrowings.  At  December  29,  2002 and  December  30,  2001,  there  were zero
borrowings under these facilities, and letters of credit were issued to facility
capacities.

The 2003 new credit facility is described in Note 31, Subsequent events.


25   Financial lease commitments

Financial lease commitments are principally for buildings and are generally held
by Ahold's  USA  subsidiaries.  Terms  range from ten to  twenty-five  years and
contain renewal  options.  Components of assets held under capital leases are as
follows:

                                      F-89
<PAGE>

                                  ROYAL AHOLD
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
          FISCAL YEARS 2002, 2001 (AS RESTATED) AND 2000 (AS RESTATED)
   (AMOUNTS IN EUR MILLIONS, EXCEPT PER SHARE DATA, UNLESS OTHERWISE STATED)


<TABLE>
<CAPTION>
                                                                              December 29, 2002      December 30, 2001
                                                                              -----------------      -----------------

<S>                                                                           <C>                    <C>
Land and buildings                                                                       2,617                  2,763
Machinery and equipment                                                                    114                    100
                                                                                        -------                ------
                                                                                         2,731                  2,863
Accumulated depreciation                                                                  (782)                  (802)
                                                                                        -------                -------
                                                                                         1,949                  2,061
                                                                                        =======                ======
</TABLE>

At the time of entering into financial  lease  agreements,  the  commitments are
recorded at their present value using the interest rate applicable for long-term
borrowings.  At December 29, 2002,  existing  financial  lease  commitments  are
recorded at present  value at an average  interest rate of 9.6% (fiscal year end
2001: 9.6%).

<TABLE>
<CAPTION>
                                                                              December 29, 2002      December 30, 2001
                                                                              -----------------      -----------------

<S>                                                                           <C>                    <C>
Commitments                                                                              2,323                  2,476
Current portion                                                                            (99)                   (99)
                                                                                       --------               --------
Long-term portion of financial lease commitments                                         2,224                  2,377
                                                                                       ========               =======

Commitments payable after 5 years                                                        1,840                  1,972
                                                                                       ========               =======
</TABLE>

Interest expense on capital lease  commitments was EUR 232, EUR 214, and EUR 176
for fiscal years 2002, 2001, and 2000,  respectively.  The aggregate  amounts of
minimum rental commitments to third parties,  under non-cancelable capital lease
contracts for the next five years and thereafter are as follows:

<TABLE>
<S>                                                                                                           <C>
2003                                                                                                                 324
2004                                                                                                                 300
2005                                                                                                                 313
2006                                                                                                                 277
2007                                                                                                                 265
Thereafter                                                                                                         3,152
                                                                                                                 --------
Total future minimum lease payments                                                                                4,631
Estimated executory costs                                                                                             (2)
Interest portion                                                                                                  (2,306)
                                                                                                                 --------
Present value of net minimum capital lease payments                                                                2,323
Current portion                                                                                                      (99)
                                                                                                                 --------
Long-term portion of capitalized lease commitments                                                                 2,224
                                                                                                                 ========
</TABLE>

Total  future  minimum  lease  payments  above have not been  reduced by minimum
sublease  rentals of EUR 13, as of December  29,  2002,  due in the future under
related non-cancelable subleases.


26   Other non-current liabilities

Other non-current liabilities consist of step rent for EUR 45 (2001: EUR 48) and
deferred gains of EUR 303 (2001: EUR 259). Step rent relates to the equalization
of rent  contracts  throughout  the life of the lease  contract.  Deferred gains
represent  mainly the  non-current  portion of  deferred  book gains on sale and
leaseback  transactions  as well as up front  payments  received from banks with
respect to derivative contracts.

                                      F-90
<PAGE>
                                  ROYAL AHOLD
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
          FISCAL YEARS 2002, 2001 (AS RESTATED) AND 2000 (AS RESTATED)
   (AMOUNTS IN EUR MILLIONS, EXCEPT PER SHARE DATA, UNLESS OTHERWISE STATED)

27   Current liabilities

<TABLE>
<CAPTION>
Loans payable
                                                                               December 29, 2002     December 30, 2001
                                                                               -----------------     -----------------
<S>                                                                            <C>                   <C>
Current portion of long-term liabilities                                                  1,372                   641
Loans payable to financial institutions                                                     702                   282
Ahold Dutch Customer Fund Loan                                                              113                   171
Personnel and customer savings                                                               96                    95
Other loans                                                                                  87                    37
                                                                                         -------               ------
                                                                                          2,370                 1,226
                                                                                         =======               ======
</TABLE>


<TABLE>
<CAPTION>
Other current liabilities
                                                                               December 29, 2002     December 30, 2001
                                                                               ----------------      -----------------
<S>                                                                            <C>                   <C>
Deferred gains                                                                               50                    37
Payables to joint ventures and equity investees                                               3                    14
Vacation allowances                                                                         295                   296
Interest                                                                                    251                   259
Pension funds                                                                                33                    24
Dividend cumulative preferred financing shares                                               18                    18
                                                                                         -------               ------
                                                                                            650                   648
                                                                                         =======               ======
</TABLE>


28   Related party transactions

In the ordinary course of business, Ahold generated sales from transactions with
the ICA joint  venture,  which  amounted  to EUR 6 in  fiscal  2002 and EUR 3 in
fiscal  2001.  At the end of fiscal 2002 amounts  receivable  from the ICA joint
venture  totaled EUR 4 and at the end of fiscal 2001 amounts  payable to the ICA
joint venture were EUR 1.

In the ordinary  course of  business,  Luis Paez,  an equity  investee of Ahold,
generated sales from transactions with Ahold,  which amounted to EUR 7 in fiscal
2002,  EUR 7 in  fiscal  2001 and EUR 8 in fiscal  2000.  The  Company  provided
financing to Luis Paez and received  interest  from Luis Paez of EUR 4 in fiscal
2002,  EUR 2 in fiscal 2001 and EUR 2 in fiscal 2000.  At the end of fiscal 2002
and  2001,  amounts  receivable  from  Luis  Paez  totaled  EUR 82 and  EUR  82,
respectively.

Ahold  provided  financing to its joint venture JMR, and received  interest from
JMR of EUR 5 in fiscal 2002 and EUR 3 in fiscal 2001.  At the end of fiscal 2002
and 2001,  amounts  receivable from Jeronimo  Martins Retail Services AG totaled
EUR 42 and EUR 130,  respectively.  Ahold also  provided  services  to  Jeronimo
Martins Retail Services AG, for which Ahold received EUR 8 in fiscal 2002, EUR 7
in fiscal 2001 and EUR 8 in fiscal 2000.

Paiz Ahold, a joint venture,  provided financing to Ahold, and received interest
of EUR 1 in fiscal 2002,  EUR 8 in fiscal 2001 and EUR 12 in fiscal 2000. At the
end of fiscal 2002 and 2001,  amounts  payable to Paiz Ahold  totaled EUR 48 and
EUR 193, respectively.  Ahold also had service transactions with Paiz Ahold, for
which Ahold received EUR 1 in fiscal 2002 and EUR 1 in fiscal 2001.

Starting in the second half of fiscal 2002, DAIH is included in the consolidated
figures of Ahold. In

                                      F-91
<PAGE>
                                  ROYAL AHOLD
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
          FISCAL YEARS 2002, 2001 (AS RESTATED) AND 2000 (AS RESTATED)
   (AMOUNTS IN EUR MILLIONS, EXCEPT PER SHARE DATA, UNLESS OTHERWISE STATED)

the first half of fiscal 2002,  Ahold received  interest from DAIH for financing
activities for a total amount of EUR 12 (fiscal 2001:  22; fiscal 2000:  11). At
the end of fiscal 2001, amounts receivable from DAIH totaled EUR 390. Ahold also
provided  services to DAIH,  for which Ahold received EUR 1 in the first half of
fiscal 2002 and EUR 2 in fiscal 2001.

Ahold also had service  transactions  with its equity investee  Accounting Plaza
B.V.  ("Accounting  Plaza"),  an equity  investee  that renders  accounting  and
administrative services to certain Ahold subsidiaries in the Netherlands,  which
amounted to EUR 20 in fiscal 2002.  During fiscal 2001 and 2000 Accounting Plaza
was a consolidated subsidiary, and therefore the transactions were eliminated in
consolidation.  Amounts  receivable from  Accounting  Plaza at December 29, 2002
totaled EUR 1.  Amounts  payable to  Accounting  Plaza at December 29, 2002 were
totaled EUR 3.

Ahold also had service  transactions  with Kobalt Media  Service B.V., an equity
investee  that renders  promotional  and  advertising  services to certain Dutch
Ahold  subsidiaries,  which  amounted to EUR 44 in fiscal 2002 (EUR 38 in fiscal
2001 and EUR 44 in fiscal 2000).

In January 1994, a group of Ahold's Dutch managers and employees  acquired a EUR
15  capital  investment  in the  AHVKF,  an  independent  investment  fund  that
primarily  invests  all of its assets in Ahold's  shares and debt.  The  capital
investment had previously  been held by Het Weerpad B.V., an investment  company
of the Heijn family,  founders of Ahold. The Company made loans to this group of
managers and employees,  which included some of Ahold's officers, to assist them
with  their  investment  in  the  AHVKF.  These  floating-rate   loans,  bearing
fluctuating  interest  based on the  European  Central  Bank  interest  rates on
deposits,  are generally due in ten years from issuance or upon an  individual's
termination  of  employment,   if  earlier,   and  are  collateralized  by  each
individual's corresponding investment in the AHVKF.

In July 1996 and April  1998,  additional  loans were  granted to Ahold's  Dutch
managers and employees to purchase  additional  investments  in the AHVKF.  Some
officers  participated in these  purchases.  As of December 29, 2002, a total of
EUR 41 of loans was  outstanding,  including EUR 0.5 in amounts due from Ahold's
officers (2001: 0.4).

All receivables and payables arising from related party transactions are settled
in cash.


29   Financial instruments

Ahold reviews and monitors its exposure and risks related to changes in exchange
rates,  interest  rates  and  commodity  rates,  and Ahold  utilizes  derivative
financial instruments, including swaps, options and forward contracts, to manage
these exposures.  These instruments are not considered  specialized or high-risk
and are generally  available from numerous  sources.  Ahold enters  contracts to
hedge economic  risks and does not enter into  contracts or utilize  derivatives
for speculative  purposes.  The terms of the financial  instruments utilized are
consistent with the related  underlying hedged exposures.  Established  controls
are in  place  covering  all  financial  instruments.  These  include  policies,
guidelines and a system of authorization and reporting.  All contracts have been
entered with major creditworthy financial institutions,  and the risk associated
with these transactions is the cost of replacing these agreements at the current
market rates, in the event of default by the counter  parties.

                                      F-92
<PAGE>
                                  ROYAL AHOLD
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
          FISCAL YEARS 2002, 2001 (AS RESTATED) AND 2000 (AS RESTATED)
   (AMOUNTS IN EUR MILLIONS, EXCEPT PER SHARE DATA, UNLESS OTHERWISE STATED)

The Company does not have a  significant  concentration  of risk with any single
party in any of its financial  instruments.  Management  regularly evaluates its
use of financial instruments and believes that the risk of incurring losses as a
result of default is remote.

All  derivative  financial  instruments  are entered into for  economic  hedging
purposes, but for various reasons, certain instruments may not qualify for hedge
accounting treatment.  In order for a derivative financial instrument to qualify
as a hedge for accounting purposes,  the instrument must be effective in hedging
the underlying  designated  risk,  meaning that changes in the fair value of the
hedging  instrument  substantially  offset  the  change in the fair value of the
hedged item or forecasted transaction attributable to that risk element.

To the extent that  derivative  instruments are designated and qualify as hedges
under applicable hedge  accounting  rules, the fair values of these  instruments
are not included in the Company's balance sheet; rather, any associated gains or
losses on the  instruments  are deferred and are  recognized in the statement of
operations in the same period in which the underlying  hedged  exposure  affects
earnings. Instruments that are not designated as hedges, or that fail to qualify
for hedge accounting, are included in the Company's balance sheet at fair value,
with changes in value recognized in current period income.

Ahold had 66 financial derivative  contracts  outstanding as of the end of 2002.
The notional contract quantities as of December 31, 2002 and 2001 were EUR 4,681
and EUR 4,710, respectively,  with a market value of EUR 47 in 2002 and negative
EUR 363 in 2001. Of these 66 contracts,  44 have maturity shorter then one year,
17 have a maturity  of one to five years and five have a maturity  ranging  from
five to thirty  years.  Some of  Ahold's  derivatives  agreements  require it to
maintain  specific  financial  ratios,  the  breach  of which  could  result  in
cross-acceleration  and  cross-defaults  under  the  terms of other  derivatives
instruments and debt agreements.

Foreign exchange and interest rate risk management

Since Ahold has  operations in a variety of countries  throughout  the world,  a
substantial  portion of its assets,  liabilities  and results are denominated in
foreign currencies, primarily the US dollar. As a result, the Company is subject
to foreign currency  exchange risk due to exchange rate movements,  which affect
Ahold<180>s  transaction costs and the translation of the results and underlying
net assets of its foreign subsidiaries.  Ahold actively manages foreign currency
exposure by financing in local  currency  borrowings  to the extent  possible or
practical.  Using  this  hedging  technique,  Ahold  manages  its  overall  debt
portfolio to match asset investments on a  country-by-country  basis. When local
financing  is not  possible or  practical,  the  Company  will  finance  foreign
operations  through  intercompany  loans.  Ahold has been able to  substantially
mitigate  foreign  currency  exposure with local  borrowings or by entering into
cross-currency  swaps to hedge  third-party  debt in a  currency  other then the
functional currency of the entity.

Ahold uses a combination of interest rate,  cross-currency  and foreign currency
exchange  swaps to hedge  variable  rate  exposures  resulting  from  changes in
interest rates and foreign  currency  exchange rates on borrowings in currencies
other than the functional  currency.  Ahold's objective in managing exposures to
interest rate and foreign exchange rate fluctuations on debt is to reduce income
and cash  flow  volatility.  Ahold's  financial  position  is  largely  fixed by
long-term debt issues and derivative

                                      F-93
<PAGE>
                                  ROYAL AHOLD
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
          FISCAL YEARS 2002, 2001 (AS RESTATED) AND 2000 (AS RESTATED)
   (AMOUNTS IN EUR MILLIONS, EXCEPT PER SHARE DATA, UNLESS OTHERWISE STATED)

financial  instruments.  Interest  rate swaps  allow the  Company to  maintain a
target range of floating debt.

Commodity risk management

Ahold uses commodity forwards and futures to hedge against fuel price risk. Some
commodity  contracts are closed out and cash settled at maturity while for other
contracts the underlying  exposure is physically  delivered.  As of December 29,
2002,  Ahold had 10  contracts  (fiscal  2001: 7  contracts)  outstanding  for a
notional  amount of 14 gallons (fiscal 2001: 15 gallons) and a fair value of EUR
1 (fiscal 2001: EUR (3)).

Other derivative instruments

In countries  where the local currency is subject to large  fluctuations,  Ahold
often enters into lease  agreements  denominated in currencies  that differ from
the local  currency  (historically,  this included the US dollar and  currencies
subsequently  replaced  by the Euro).  As a result,  the  Company  had  embedded
foreign  exchange  derivatives in certain lease contracts in the Czech Republic,
Slovakia  and  Poland.  Under  Dutch GAAP  these  embedded  derivatives  are not
accounted for separately.

Fair value of financial instruments

The  following  table  presents  the nominal  amounts and fair values of Ahold's
financial instruments:

<TABLE>
<CAPTION>
                                                                     December 29, 2002             December 30, 2001
                                                                     -----------------             -----------------
                                                                  Nominal         Fair           Nominal          Fair
                                                                  amount         value            amount         value
                                                                  ------         -----           -------         -----
<S>                                                              <C>          <C>              <C>            <C>
Assets
Loans receivable                                                     342           350              709            712

Liabilities
Borrowings                                                       (11,909)      (13,836)         (13,143)       (14,107)

Derivative financial instruments
Currency derivatives                                                 414            (4)             225              5
Cross currency derivatives                                         3,418            12            3,456           (367)
Interest rate derivatives                                            849            39            1,029            --

Fuel derivatives                                           14 mln gallons            1    15 mln gallons           (3)
</TABLE>

The carrying amounts of cash,  accounts  receivable,  accounts payable,  current
loans payable and capital lease commitments  approximate their fair value due to
the short-term nature of these instruments.

The fair  value of  long-term  debt is  estimated  using  discounted  cash  flow
analysis based on interest rates from similar types of borrowing arrangements or
at quoted market prices, if applicable.  The fair value of derivative  financial
instruments is the amount at which these instruments could be settled,  based on
estimates obtained from financial institutions.

                                      F-94
<PAGE>
                                  ROYAL AHOLD
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
          FISCAL YEARS 2002, 2001 (AS RESTATED) AND 2000 (AS RESTATED)
   (AMOUNTS IN EUR MILLIONS, EXCEPT PER SHARE DATA, UNLESS OTHERWISE STATED)

30   Commitments and contingencies

Commitments

Ahold  has  rent  commitments  and  capital  investment  commitments.  Both  are
specified below.

Rent commitments

The annual costs of rentals and operating leases were as follows:

<TABLE>
<CAPTION>
                                                                              fiscal 2002     fiscal 2001     fiscal 2000
                                                                              -----------     -----------     -----------
<S>                                                                           <C>             <C>             <C>
Minimum rentals                                                                      970             902             647
Contingent rentals                                                                    22              16              27
Leases and sublease income                                                          (126)           (155)           (136)
                                                                                  -------         -------         -------
                                                                                     866             763             538
                                                                                  =======         =======         ======
</TABLE>

Certain of the leases  provide  for  contingent  additional  rentals  based on a
percentage of sales.  Substantially all of the store leases have renewal options
for additional terms. No leases impose  restrictions on the Company's ability to
pay  dividends,   incur  additional  debt,  or  enter  into  additional  leasing
arrangements.

The  aggregate  amounts of minimum  rental  commitments  to third  parties as of
December 29, 2002, under  non-cancelable  operating lease contracts for the next
five years and thereafter were as follows:

<TABLE>
<S>                                                                                                             <C>
2003                                                                                                                 763
2004                                                                                                                 714
2005                                                                                                                 656
2006                                                                                                                 637
2007                                                                                                                 550
Thereafter                                                                                                         4,948
                                                                                                                 -------
Total                                                                                                              8,268
                                                                                                                 =======
</TABLE>

The minimum rental  commitments  above have not been reduced by minimum lease or
sublease rental income of EUR 40.

Capital investment commitments

Ahold had investment  commitments for fixed assets  outstanding of approximately
EUR 429 at December 29, 2002.

                                      F-95
<PAGE>
                                  ROYAL AHOLD
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
          FISCAL YEARS 2002, 2001 (AS RESTATED) AND 2000 (AS RESTATED)
   (AMOUNTS IN EUR MILLIONS, EXCEPT PER SHARE DATA, UNLESS OTHERWISE STATED)

The Ahold consolidated asset investment commitments per region were as follows:

<TABLE>
<CAPTION>
Region                                                                       Other        Total                      Total
                                         Land   Improvement/  Fixtures/      fixed     tangible   Intangible    investment
                                and buildings   renovations   equipment     assets  fixed assets      assets   commitments
                                -------------   ------------  ---------     ------  ------------  ----------   -----------
<S>                             <C>             <C>           <C>           <C>     <C>           <C>          <C>
U.S.                                      184            25           5         --           214          --           214
Europe                                    135            14          25          8           182          27           209
Latin America                               4            --           1         --             5          --             5
Asia Pacific                               --             1          --         --             1          --             1
                                         ----        ------        ----        ---         -----        ----         -----
Royal Ahold Consolidated                  323            40          31          8           402          27           429
                                         ====        ======        ====        ===         =====        ====         =====
</TABLE>

As shown above, the investment  commitments  mainly relate to land and buildings
of EUR 323 at December 29, 2002. The dominant  regions with regard to investment
commitments  are  the  U.S.  with  EUR  214 of  outstanding  capital  investment
commitments,  and  the  European  region  with  EUR 209 of  outstanding  capital
investment commitments.

Payments resulting from these commitments are expected as follows:

<TABLE>
<CAPTION>
Region                                                                                                     after
                                                                                                           -----
                                                                    2003    2004   2005    2006    2007     2007   Total
                                                                    ----    ----   ----    ----    ----     ----   -----

<S>                                                              <C>       <C>   <C>     <C>     <C>      <C>    <C>
U.S.                                                                160       1      1       1       1       50     214
Europe                                                              141      36      6       6       3       17     209
Latin America                                                         5      --     --      --      --       --       5
Asia Pacific                                                          1      --     --      --      --       --       1
                                                                   -----     ---    ---     ---    ----     ----   ----
Royal Ahold Consolidated                                            307      37      7       7       4       67     429
                                                                   =====    ====    ===     ===    ====     ====   ====
</TABLE>

Purchase commitments

Ahold has purchase  commitments with vendors in the ordinary course of business.
The Company has  long-term  purchase  contracts  that require the Company to buy
predetermined volumes of goods and goods not-for-resale at fixed prices.

Guarantees

Guarantees to third parties,  other than lease  guarantees,  have been issued by
Ahold  totaling  EUR 3,347 and EUR  1,482 as of fiscal  year-end  2002 and 2001,
respectively. These guarantees primarily relate to Ahold's guarantees that cover
liabilities  and  commitments  of its  subsidiaries,  which  are  recorded  as a
liability in the consolidated balance sheet or disclosed as a commitment above.

At December 29, 2002 and at December 30, 2001, Ahold had outstanding  guarantees
relating to credit  facilities  of EUR 2,430 and EUR 978,  respectively.  Of the
December 29, 2002 credit facility guarantees  outstanding,  EUR 2,000 related to
Ahold's credit  facility with ING, ABN AMRO,  Goldman Sachs and JP Morgan.  This
guarantee was issued by Ahold on July 18, 2002 and extended  through the term of
the related credit facility.  In general,  credit facility  guarantees have been
granted by Ahold to facilitate borrowings by Ahold subsidiaries. In the event of
default by the subsidiary,  Ahold would be liable for all obligations  under the
credit  facility.  The  carrying  amount  of the

                                      F-96
<PAGE>
                                  ROYAL AHOLD
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
          FISCAL YEARS 2002, 2001 (AS RESTATED) AND 2000 (AS RESTATED)
   (AMOUNTS IN EUR MILLIONS, EXCEPT PER SHARE DATA, UNLESS OTHERWISE STATED)

liabilities  related to these guarantees is recorded within loans payable in the
consolidated balance sheet and was approximately EUR 220 at December 29, 2002.

As described in Note 31,  subsequent to fiscal  year-end 2002,  subsidiaries  of
Ahold  entered into a new credit  facility.  Amounts due under this new facility
are guaranteed by Ahold and certain of its subsidiaries.

At December 29, 2002,  Ahold had granted EUR 391 of loan guarantees  relating to
the  principal  amounts of certain  loans  payable by Ahold's  subsidiaries.  At
December 30, 2001, the loan guarantees  amounted to EUR 149. The guarantees have
been issued by Ahold to facilitate loan agreements  between  consolidated  Ahold
subsidiaries and third-party  financiers and the term of each guarantee is equal
to the term of the related loan.  Ahold's maximum liability under the guarantees
equals  the total  amount of the  related  loans  recorded  on the  consolidated
balance sheet.

As discussed in Note 24, Ahold also had  provided  guarantees  of certain  bonds
issued by subsidiaries for a total amount of EUR 2,463, USD 1,789 and GBP 500 as
of December 29, 2002. The nature of these guarantees requires that Ahold assumes
the obligations  under the bonds in the event of default by the subsidiary.  The
guarantees extend through the dates of the related debt instruments.

Ahold had corporate  guarantees of EUR 296 and EUR 168 at December 29, 2002, and
December  30,  2001,  respectively.  These  guarantees  have  been  provided  to
suppliers as assurance  that the Ahold  subsidiary's  financial  obligation,  as
detailed in the  underlying  contract,  will be met.  Ahold would be required to
perform under the guarantee if the subsidiary (or group of  subsidiaries)  fails
to meet the performance, as described in the guarantee.

Ahold issued letters of assurance,  comfort letters,  real estate guarantees and
buy-back  guarantees,  totaling EUR 230 and EUR 188 at December  29,  2002,  and
December 30, 2001, respectively.  Ahold granted letters of assurance and comfort
letters to  suppliers  and banks to  acknowledge  the  Company's  awareness  and
support of the transactions and  relationships  entered into by its subsidiaries
and franchisees.  The real estate guarantees have been granted by Ahold for real
property leases of its subsidiaries.  The buy-back  guarantees have been granted
by Ahold to facilitate  external financing for franchisees or subsidiaries.  The
liability  under these  guarantees is secured by the value of the related assets
that the Company  could  obtain and  liquidate in the event Ahold has to perform
under the guarantees.

Furthermore,  the Company  issued  guarantees  related to  operating  leases and
capital leases of its subsidiaries. For a discussion of capital leases, see Note
25.  For a  discussion  of  operating  leases,  see  this  Note  30  under  rent
commitments.

The Company is contingently liable for leases that have been assigned to various
third parties in connection with facility closings and asset  dispositions.  The
Company  could be required to assume  these leases if any of the  assignees  are
unable to fulfill their lease  obligations.  Due to the wide distribution of the
assignments  among third parties and various remedies  available to the Company,
management believes the likelihood that it will be required to assume a material
amount of these obligations is remote.

                                      F-97
<PAGE>
                                  ROYAL AHOLD
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
          FISCAL YEARS 2002, 2001 (AS RESTATED) AND 2000 (AS RESTATED)
   (AMOUNTS IN EUR MILLIONS, EXCEPT PER SHARE DATA, UNLESS OTHERWISE STATED)

Subsequent  to year-end  2002,  on  September  3, 2003,  Albert  Heijn  issued a
guarantee  for a maximum  amount of EUR 75 for the  payment  obligations  to the
AHVKF.  Albert Heijn would be required to perform  under the  guarantee if Ahold
defaulted on its payment obligations to the AHVKF.

Albert Heijn and other Dutch  companies  are part of the fiscal unity for income
taxes and for value added taxes of Ahold.  At December  29,  2002,  the carrying
amount of the liability related to income taxes and value added taxes within the
fiscal unity was EUR 116,  which is recorded  within income taxes payable on the
consolidated  balance sheet.  The Company would be required to perform if any of
the entities within the fiscal unity defaulted on payment of the above-mentioned
liabilities.

The Company's wholly owned subsidiary,  USF, deals with five value added service
providers  ("VASPs").  The VASPs  provide  varying  degrees  of  support  to USF
primarily in the procurement of private label and signature  brand products.  As
part of its normal  business  practice,  the Company has guaranteed  some of the
obligations  of the VASPs  relating  to  purchases  made on  behalf of USF.  The
maximum  potential  amount of future payments that the Company would be required
to make under the guarantees  depends on the  outstanding  purchases made by the
VASPs on behalf of USF, and would include product that has not been delivered to
USF and for which the liability remains  unbilled.  As of December 29, 2002, the
guarantee  totaled  approximately  EUR 221.  The  Company  would be  required to
reimburse the suppliers  under the  guarantee,  if the VASP fails to fulfill its
payment obligations under any purchase orders to the supplier. Proceeds from the
liquidation  of these goods are expected to be  sufficient  to cover the maximum
potential amount of future payments under the guarantees.

Legal proceedings

U.S.   Securities  and  ERISA  Civil   Litigation  and   Governmental/Regulatory
Investigations  On February 24, 2003, Ahold announced that it would be restating
its earnings for fiscal 2000 and 2001  because of, among other  things,  certain
accounting  irregularities  at USF and because  certain joint  ventures had been
improperly  consolidated.  Ahold further announced forensic  investigations into
accounting  irregularities  at USF and the legality and accounting  treatment of
certain questionable transactions at Disco, its Argentine subsidiary. Ahold also
announced that its Chief  Executive  Officer and Chief  Financial  Officer would
resign.  Following these announcements,  civil and criminal  investigations were
initiated by both U.S. and non-U.S.  governmental and regulatory authorities and
numerous civil lawsuits were filed.

In the U.S., the foregoing has resulted in civil lawsuits claiming violations of
the U.S.  federal  securities  laws.  Numerous  putative  class actions  claming
violations  of  Section  10(b) of the  Securities  Exchange  Act and Rule  10b-5
promulgated  there under and Section 20(a) of the  Securities  Exchange Act (the
"Securities  Action")  were filed on behalf of Ahold's  shareholders.  Among the
named  defendants  are Ahold and certain of its  current  and former  directors,
officers and employees.  Additionally,  two putative class actions were filed on
behalf of participants in the Ahold USA 401(k) Savings Plan Master Trust against
the  Company  and certain of its  current  and former  officers,  directors  and
employees  and one on behalf of the  participants  in the USF 401(k)  Retirement
Savings  Plan  against  USF and  certain of its  current  and  former  officers,
directors and employees  alleging  violations of the Employee  Retirement Income
Security  Act of 1974  ("ERISA")  (the "ERISA  Actions").  The  primary  factual
allegations  alleged in the Securities Actions and the ERISA Actions

                                      F-98
<PAGE>
                                  ROYAL AHOLD
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
          FISCAL YEARS 2002, 2001 (AS RESTATED) AND 2000 (AS RESTATED)
   (AMOUNTS IN EUR MILLIONS, EXCEPT PER SHARE DATA, UNLESS OTHERWISE STATED)

are largely the same. The plaintiffs in the Securities Actions seek compensatory
damages in amounts to be proven at trial,  together with  prejudgment  interest,
and  the  costs  and  expenses  incurred  in  bringing  the  actions,  including
attorneys' fees, expert fees and other disbursements.  In the ERISA Actions, the
plaintiffs  seek an order  compelling  the  defendants to make the relevant plan
whole  for  losses  incurred  as a  result  of  the  defendants'  alleged  ERISA
violations,  injunctive  relief  enjoining the  defendants  from  continuing the
alleged  breach of their  fiduciary  duties under ERISA and the plan  documents,
other  injunctive  and  equitable  relief as  appropriate  to remedy the alleged
breaches,  reasonable  attorneys'  fees and costs and  interest on all  judgment
amounts as provided by law.

In addition to the Securities Actions and the ERISA Actions,  the events leading
to the announcement on February 24, 2003 (and other prior and subsequent events)
have prompted certain  governmental and regulatory entities to initiate criminal
and civil  investigations of Ahold and certain of its  subsidiaries.  A criminal
investigation  is being  conducted by the U.S.  Department of Justice.  The U.S.
Department of Justice  investigation  is being conducted by the U.S.  Attorney's
Office for the  Southern  District of New York (the "U.S.  Attorney"),  which is
conducting a grand jury investigation into possible criminal wrongdoing by Ahold
and certain of Ahold's current and former  officers,  directors and employees in
connection with the events leading to the announcement on February 24, 2003, and
other prior and subsequent  events. In the course of that  investigation,  grand
jury subpoenas were issued to Ahold by a federal grand jury in the U.S. District
Court for the Southern District of New York. The Federal Bureau of Investigation
and criminal  investigators  from the U.S.  Department of Labor are also working
with the U.S. Attorney on the grand jury investigation, and the investigation is
also examining  whether  criminal  violations of ERISA occurred at Ahold's ERISA
plans in the U.S.  The SEC is  conducting  a civil  investigation  to  determine
whether  Ahold and  certain of its current and former  officers,  directors  and
employees  violated U.S. federal  securities laws and regulations.  The Benefits
Security  Administration  of the  U.S.  Department  of Labor  commenced  a civil
investigation  relating to the Ahold USA 401(k)  Savings  Plan  Master  Trust to
determine whether any violations under Title I of ERISA have occurred, including
breaches of fiduciary duty. Both the NYSE and NASD have initiated inquiries. The
NYSE requested that Ahold provide  certain  information  regarding its employees
and advisors,  who were aware of the events giving rise to the  announcement  on
February 24, 2003.  The NASD requested  that Ahold provide  certain  information
regarding certain employees and advisors identified in our response to the NYSE.
Outside  the U.S.,  the Dutch  Public  Prosecutor,  Euronext  Amsterdam  and the
Netherlands  Authority for the Financial  Markets are conducting  investigations
involving Ahold.

In addition to the investigations described above, there are also other criminal
tax, administrative and/or regulatory proceedings and investigations,  primarily
involving  Disco,  being  conducted  by  various   governmental  and  regulatory
authorities.

The Company  cannot predict when these  investigations  will be completed or the
likely  outcome  of  any  of  the  investigations.  It is  possible  that  these
investigations  could lead to criminal charges,  civil enforcement  proceedings,
additional civil lawsuits, settlements, judgments and/or consent decrees against
the  Company  (and/or  its   subsidiaries)  and  that,  as  a  result  of  these
investigations,   the  Company  will  be  required  to  pay  fines,  consent  to
injunctions  on future  conduct,  lose the  ability  to  conduct  business  with
government  instrumentalities  or suffer other  penalties and remedies,  each of
which  could  have a  material  adverse  effect  on the  Company's  consolidated
financial condition, results of operations and cash flows.

                                      F-99
<PAGE>
                                  ROYAL AHOLD
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
          FISCAL YEARS 2002, 2001 (AS RESTATED) AND 2000 (AS RESTATED)
   (AMOUNTS IN EUR MILLIONS, EXCEPT PER SHARE DATA, UNLESS OTHERWISE STATED)

Arbitration and termination
Ahold's former Chief  Executive  Officer and Chief  Financial  Officer have each
agreed in the context of his separation that the  determination of his severance
package,  if any, must be left to an impartial body, in this case an arbitration
tribunal,  which will be comprised of persons with  experience  in this area and
not having any  relationship  with either  Ahold or the former  Chief  Executive
Officer and Chief  Financial  Officer,  to ensure  complete  objectivity  of the
proceedings. Up until the date of the issuance of the 2002 financial statements,
no arbitration case has started.

The employment  relationship between USF and its former Chief Executive Officer,
Jim Miller,  who resigned from this position in May 2003, has been terminated as
of October 1, 2003. No severance arrangement has been agreed. Mr. Miller retains
some  contractual  benefits  that  survive the  termination  of this  employment
relationship.

Bradlees Leases
In 1992, Stop & Shop spun-off Bradlees Stores, Inc. ("Bradlees").  In connection
with this spin-off,  Stop & Shop assigned to Bradlees  certain  commercial  real
property leases. In connection with such assignments,  Stop & Shop, Bradlees and
Vornado, Inc. (or certain of its affiliates, collectively "Vornado"), a landlord
on a  number  of the  assigned  leases,  entered  into a  Master  Agreement  and
Guaranty, dated as of May 1, 1992 (the "Master Agreement"). The Master Agreement
concerns 18 leases for which Vornado is the landlord.

On December 26, 2000, Bradlees filed for bankruptcy  protection to wind down its
business and liquidate its assets. In that bankruptcy,  Stop & Shop and Bradlees
entered into an agreement (the "Lease  Designation  Agreement") for the sale and
disposition of 114 real estate  property  leases,  including  those leases under
which Stop & Shop may have  potential  liability  under the Master  Agreement or
otherwise.  Stop & Shop was responsible  for damages  Bradlees owed to landlords
arising out of Bradlees' rejection of any such leases to the extent such damages
exceeded  USD 30 million  (other than with  respect to certain  specific  leases
designated as "Excluded Leases").  The disposition of all leases under the Lease
Designation  Agreement  now  is  complete.  Of the  114  leases  subject  to the
agreement,  53 have been assigned to third parties or  consensually  returned to
the respective landlords (no further payments currently are due under the leases
returned  to the  landlords),  21  leases  were  assigned  to Stop & Shop and 40
leases,  including  15 Excluded  Leases,  have been  rejected in the  bankruptcy
proceeding. As a result of the continuing Stop & Shop potential obligations from
the initial spin-off of Bradlees and/or the Lease Designation Agreement,  Stop &
Shop may still  retain or incur  liability  under  certain of these leases under
certain circumstances.

On  November  25,  2002,  Vornado  sent a  written  demand to Stop & Shop to pay
certain so-called "Rental Increases" allegedly due under the Master Agreement in
connection with certain leases. Stop & Shop disputes that it owes these amounts,
and on December 31, 2002,  instituted  an action that now is pending in the U.S.
District  Court for the Southern  District of New York.  In that action,  Stop &
Shop seeks a declaration  that it is not  obligated to pay the Rental  Increases
demanded by Vornado.  On May 23, 2003,  Vornado moved for summary  judgment.  On
June 11, 2003,  Stop & Shop opposed  Vornado's  motion for summary  judgment and
cross-moved for summary  judgment in its favor. By letter,  dated June 25, 2003,
and subsequent court order, the action has been held in abeyance until Vornado's
motion to interpret (discussed below) is decided.

                                     F-100
<PAGE>
                                  ROYAL AHOLD
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
          FISCAL YEARS 2002, 2001 (AS RESTATED) AND 2000 (AS RESTATED)
   (AMOUNTS IN EUR MILLIONS, EXCEPT PER SHARE DATA, UNLESS OTHERWISE STATED)

In response to the action instituted by Stop & Shop, on April 10, 2003,  Vornado
made a motion to interpret in the Bradlees  bankruptcy seeking an interpretation
of certain court orders that Vornado  claims would  resolve the dispute  between
Stop & Shop and Vornado concerning the Master Agreement.  Vornado alleges in the
motion to  interpret  that the Rental  Increases  are worth "tens of millions of
dollars,"  comprised of USD 5 annually through January 31, 2012, and, if certain
renewal options are exercised,  USD 6 annually thereafter through the expiration
of the last lease covered by the Master  Agreement,  which Vornado alleges could
extend until 2031, depending upon whether renewal options are exercised.  Stop &
Shop has opposed the motion to interpret.  The Company has not determined that a
loss is probable,  although it is  reasonably  possible  that the Company  could
incur losses or expenditures  arising from this matter in amounts that cannot be
reasonably estimated.

Ahold and its  subsidiaries  are parties to a number of other legal  proceedings
and  investigations  that  arose as a result  of its  business  operations.  The
Company believes that the ultimate  resolution of these proceedings will not, in
the  aggregate,  have a material  adverse  effect on the Company's  consolidated
financial position, results of operations, or cash flows.

Contingent liabilities

Sale of Ahold's Operations Indonesia, Malaysia and Santa Isabel S.A. - Chile
Related to the sale of the assets of Ahold's operations in Malaysia,  Indonesia,
and Santa Isabel S.A. - Chile,  the Company has  provided in the relevant  sales
agreement 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 the specific representation and warranties,  one to two
years  after  the  date  of  the  relevant  agreement.   The  claims  under  the
representation  and warranties are capped at MYR 32 (EUR 8) for Malaysia and IDR
53,400  (EUR  6)  for  Indonesia.  The  claims  under  the  representations  and
warranties are capped at USD 30 for Chile.

Similar  representations  and  warranties  exist  for  smaller  divestitures  as
described  in  Note  31.  The  aggregate  impact  of  such  representations  and
warranties is not expected to be material.

US Foodservice
Various  matters  raised  by the USF  investigation  were  further  reviewed  to
determine their impact, if any, on Ahold's  consolidated  financial  statements.
One such  matter  relates  to  certain  USF vendor  invoicing  practices.  These
practices  resulted in  overbillings  by various  USF local  branches to various
vendors  with respect to vendor  allowances  of  approximately  USD 5 million in
2002,  USD 7 in fiscal 2001,  USD 6 in fiscal 2000 and USD 13 in fiscal 1999 and
prior periods.  Ahold has recorded an accrual to cover any refunds that Ahold or
USF expects to be required  to pay to vendors  for these  overbillings,  and has
restated its financial statements for fiscal 2001 and 2000 with respect to these
overbillings.  Other billing  practices  also were  identified at USF that could
result in other potential  overbilling  claims by vendors in an amount totalling
approximately USD 60. Ahold believes that USF may have defenses to this category
of claims. Accordingly, no liability has been accrued for this amount.

                                     F-101
<PAGE>
                                  ROYAL AHOLD
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
          FISCAL YEARS 2002, 2001 (AS RESTATED) AND 2000 (AS RESTATED)
   (AMOUNTS IN EUR MILLIONS, EXCEPT PER SHARE DATA, UNLESS OTHERWISE STATED)

Put/call arrangements
Ahold has entered into  various put and call  options in the past in  connection
with some of its  acquisitions.  These put and call  options  include:  the Paiz
Ahold put option,  the ICA put option,  the CRC.  Ahold Co. Ltd. call option and
the Luis Paez S.A. put/call option. Furthermore,  there is a put/call option for
a development project in Ahold Real Estate Czech Republic B.V.

Paiz Ahold Put Option
Under the shareholders agreement relating to the Paiz Ahold joint venture, a put
arrangement  exists with the Paiz family,  one of the  Company's  joint  venture
partners,  pursuant  to which  Ahold has the  obligation  to  purchase  the Paiz
family's  interest in Paiz Ahold should the Paiz family's  indirect  interest in
CARHCO  falls  below  13.33%.  If Ahold and the Paiz  family  cannot  agree on a
valuation for the family's interest in Paiz Ahold, the family's interest will be
purchased at fair market value to be  determined by an  independent  third-party
valuation in accordance with the terms of the Paiz Ahold shareholders agreement.
Furthermore,  subject to limited  exceptions,  neither the Paiz Family nor Ahold
may transfer its interest in Paiz Ahold prior to January 2007.

ICA Ahold AB put option
Under the  shareholders'  agreement  dated as of February 24, 2000,  relating to
Ahold's  joint  venture,  ICA Ahold  Holding AB ("ICA"),  Ahold is  contingently
liable  pursuant  to put  arrangements  with its  joint  venture  partners,  ICA
Forbundet  Invest AB ("IFAB") and Canica AS  ("Canica,"  and together with IFAB,
the "ICA Partners").  Under these put arrangements (the "ICA put options"), each
of the ICA Partners  has the right of first  refusal with respect to the sale of
the  shares in ICA of the  other  ICA  Partner.  If one of the ICA  Partners  is
offered the shares of the other ICA Partner  constituting no less than 5% of the
outstanding  shares of ICA (the  "option  shares")  and opts not to purchase the
option shares,  the selling ICA Partner may exercise its ICA put option pursuant
to which Ahold is  obligated  to  purchase  the option  shares for cash.  If the
selling ICA Partner is exercising  its ICA put option with respect to all of the
ICA  shares  held by that  ICA  Partner,  Ahold  also is  obligated  to offer to
purchase all of the shares held by the non-selling ICA Partner on the same terms
and conditions as those applicable to the sale of the option shares. The ICA put
options may be exercised beginning on April 27, 2004.

If an ICA put  option is  exercised,  Ahold and the  selling  ICA  Partner  must
negotiate the price of the option shares in good faith. If Ahold and the selling
ICA  Partner  cannot  agree on a price,  the price  will be  determined  using a
valuation procedure,  which varies depending on the periods in which the ICA put
option is exercised, as described in more detail below. If the ICA put option is
exercised  prior to April 27, 2005,  the  valuation of the option shares (if the
parties  cannot  agree  to the  price of the  shares)  will be  performed  by an
independent  valuation expert. The valuation  procedure must use a formula equal
to the fair  market  value of the shares to be put to Ahold (not  including  any
control  premium) at the time of exercise  multiplied by a premium rate equal to
the price  Ahold paid to acquire  its 50%  interest  in ICA  divided by the fair
market value (not  including  any control  premium or assumed  future  synergies
resulting from the  acquisition) of the shares of ICA that were purchased at the
time of acquisition.  If the ICA put option is exercised on, or after, April 27,
2005, and the parties cannot agree on the price of the option shares being sold,
the  valuation  of the option  shares  will be  performed  by three  independent
valuation experts using a formula based on the acquisition value of ICA, as well
as an amount  reflecting  the  premium  that would be  expected  to be paid in a
transfer of the full control of ICA.

                                     F-102
<PAGE>
                                  ROYAL AHOLD
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
          FISCAL YEARS 2002, 2001 (AS RESTATED) AND 2000 (AS RESTATED)
   (AMOUNTS IN EUR MILLIONS, EXCEPT PER SHARE DATA, UNLESS OTHERWISE STATED)

Since  the  value  of ICA may  change  and is  subject  to  negotiations,  Ahold
currently  cannot  determine  the price it would  have to pay for the ICA shares
upon the exercise of the ICA put options,  or the likelihood that one or both of
the ICA  Partners  will  exercise  the ICA put  options.  However,  based on the
estimated  value of ICA as of December 29, 2002, as determined by an independent
valuation expert,  Ahold expects that it would have to pay at least an amount of
EUR 1,300 for all of the ICA shares held by the ICA  Partners,  of which EUR 520
relates to the ICA shares  held by Canica and EUR 780 to the ICA shares  held by
IFAB.  Under Dutch GAAP,  no  liability  is recorded to reflect the amounts that
would be payable if the ICA put options were to be exercised, because purchasing
the ICA  shares,  if they were put to Ahold,  would not put Ahold in an  onerous
situation.

CRC. Ahold Co. Ltd. call option
In 1998, at the same time that the Company  acquired the  outstanding  shares in
CRC.  Ahold Co. Ltd ("CRC"),  a company  based in Thailand,  resulting in a 100%
ownership  interest,  the Company  entered  into an  agreement  with the seller,
Central Retail Corp. Limited,  whereby the seller has the right to buy back (the
"call option") 50% of the shares of CRC at Ahold's 1998 acquisition  price, plus
annual  effective  interest of 14.5%.  The call option has three  tranches which
expire in 2004, 2005 and 2006,  respectively,  with shares equaling one-third of
the total shareholding of Ahold in CRC in each tranche, and has been exercisable
since 1998.  The call option does not permit net settlement and is not marked to
fair value. However, the Company did evaluate whether the call option represents
a liability as of December 29, 2002, and December 30, 2001.

As of  December  29,  2002,  and  December  30,  2001,  the call option does not
represent a liability to the Company due to depreciating  market  conditions and
cumulative  losses  incurred by CRC. If the seller had exercised its call option
as of the most recent  balance  sheet date,  Ahold would have realized a gain on
the transaction.

Luis Paez S.A. put/call option
The Medina Group  ("Medina"),  Ahold's  partner in Luis Paez S.A. ("Luis Paez"),
has a call option (the "Medina Call Option"), pursuant to which if (i) Luis Paez
experiences  a deviation of more than a EUR 3 from its  projected  cash flows as
described in the business  plan and (ii) all of the debt owed by Medina to Ahold
has been repaid,  then Medina may call the shares of Luis Paez held by Ahold. In
addition, Medina has granted Ahold a put option over the shares held by Ahold in
Luis Paez (the "Ahold put option")  which  entitles  Ahold to sell, and requires
Medina to  purchase,  at the price of 1 EUR per share all of the  shares of Luis
Paez held by Ahold. However, the Ahold put option may only be exercised by Ahold
if Medina  fails to exercise  the Medina Call  Option.  Ahold has not recorded a
liability  because the risk that the Medina call  option  will be  exercised  by
Medina is judged by Ahold to be remote.

Ahold Real  Estate  Czech  Republic  B.V.:  put and call  option and call option
regarding a Czech Republic development project
In connection with Retail  Development  Company Holding B.V.  ("RDCH"),  a joint
venture and development project of the Company, Ahold Real Estate Czech Republic
B.V. ("Ahold Czech Republic")  entered into a call and put option agreement with
its partner in the joint venture,  Multi Development  Corporation  International
B.V. ("MDI"),  whereby Ahold Czech Republic is entitled to acquire the remaining
50% share of RDCH or to sell its 50%  interest  in RDCH to MDI,  and MDI has

                                     F-103
<PAGE>
                                  ROYAL AHOLD
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
          FISCAL YEARS 2002, 2001 (AS RESTATED) AND 2000 (AS RESTATED)
   (AMOUNTS IN EUR MILLIONS, EXCEPT PER SHARE DATA, UNLESS OTHERWISE STATED)

the call option to acquire Ahold Czech Republic's interest in RDCH. The exercise
price for each option is an amount equal to 50% of the  shareholders'  equity of
RDCH as of the first date of the month  preceding  the month in which the option
is being  exercised.  The MDI call option  expires on August 16, 2005. The Ahold
Czech  Republic  options  (both put and call) can only be  exercised  during the
90-day period that begins on August 17, 2005.

Under a shareholders' agreement in connection with RDCH, the Company is required
to act as an "interim" end investor and purchase 50% of the development projects
that cannot be sold to a  third-party  purchaser.  The  purchase  price would be
based on the development costs of a project,  including  management fees paid to
MDI and the Company  during the cause of the  project.  If the project were then
sold to a  third-party  within two years,  the Company is required to divide the
profits  on the sale with MDI in  accordance  with a  schedule  included  in the
shareholders'  agreement.  If  the  project  cannot  be  sold  to a  third-party
purchaser  within  two  years,  then  MDI must  pay 20% of the  management  fees
received by it from the project to the  Company.  As of the end of fiscal  2002,
the Company has recorded a liability of EUR 50 for two development projects RDCH
expects to complete by the end of 2004 and for which no investor has been found


31   Subsequent events

Investigations
Following  the  announcements  on February 24, 2003 that Ahold would restate its
earnings  for  fiscal  2001 and 2000,  civil and  criminal  investigations  were
initiated by both U.S. and non-U.S.  governmental and regulatory authorities and
numerous  civil lawsuits were filed as discussed in Note 30. Ahold has given its
full  cooperation to all current  investigations.  These  investigations  remain
outstanding.

Divestments
The following  investments  were sold, or the sale was initiated in fiscal 2003.
None of these divestments qualified for presentation as a discontinued operation
in fiscal 2002.  These  divestitures  were made or planned  consistent  with the
Company's  strategy to reduce its debt and increase  profitability  by disposing
some of its non-core businesses or to withdraw from certain markets that are not
expected to contribute to the Company's long-term profitability.

Chile
In July 2003,  Ahold closed the sale of its 99.6%  interest in Santa Isabel S.A.
to the Chilean  retailer  Cencosud S.A.  Ahold and Cencosud  S.A.  completed the
transaction based on a total value, excluding any liabilities,  of approximately
USD 150 for Ahold's  operations in Chile.  After adjustment of the value for net
working  capital and  external  interest-bearing  debt,  the net proceeds of the
transaction for Ahold amounted to  approximately  USD 77. Cencosud S.A.  assumed
Santa  Isabel's  external  interest-bearing  debt of USD 18.  Santa  Isabel S.A.
operated stores in Chile in the retail trade segment.

The  transaction  was limited to Ahold's  supermarket  activities in Chile.  Its
activities in Peru and Paraguay,  previously  conducted through  subsidiaries of
Santa Isabel S.A., remain with Ahold and are expected to be divested.

                                     F-104
<PAGE>
                                  ROYAL AHOLD
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
          FISCAL YEARS 2002, 2001 (AS RESTATED) AND 2000 (AS RESTATED)
   (AMOUNTS IN EUR MILLIONS, EXCEPT PER SHARE DATA, UNLESS OTHERWISE STATED)

De Tuinen
In May 2003 Ahold completed the divestment of wholly-owned subsidiary De Tuinen,
a chain of natural product stores in the retail trade segment located throughout
the Netherlands.  De Tuinen will be sold to NBTY's British  subsidiary Holland &
Barrett Europe Ltd. for  approximately EUR 16. The disposal is expected to occur
in December 2003. The transaction  includes all De Tuinen chain stores and their
inventory.  The franchise stores will also conduct their business with Holland &
Barrett.

Jamin
In June 2003,  Ahold  divested  its Dutch candy store chain Jamin  Winkelbedrijf
B.V,  which was  included  in the retail  trade  segment.  Through a  management
buy-out,  Jamin's current  executive team will continue to run the company as an
independent  entity.  The  transaction  includes all five Jamin chain stores and
their inventory,  stock and debtors.  The franchise stores will also continue to
conduct  their  business  with Jamin.  The  disposal is expected to occur in the
fourth quarter of 2003.

Malaysia
In May 2003,  Ahold reached an agreement  for the sale of its Malaysian  assets,
operating under the name of TOPS Retail  (Malaysia) Sdn Bhs, to Dairy Farm Giant
Retail Sdn Bhd  ("Giant"),  a subsidiary  of Dairy Farm  International  Holdings
Limited.  The  transaction,  an asset purchase  agreement,  was finalized in the
third quarter of 2003.

The transaction  involves stores and a grocery distribution center, all of which
are included in the retail trade segment.  The actual transfer of the stores and
distribution center will take place following  regulatory  approvals in Malaysia
and the satisfaction of other customary conditions.

De Walvis
In August 2003,  Ahold announced the divestment of its Dutch restaurant `De Hoop
op d'Swarte  Walvis' (De Walvis)  located in  Zaandam.  The  Nedstede  Group has
acquired  the  restaurant  through an asset  sale and  purchase  agreement  that
includes inventory and real estate included in the other segment.  The agreement
has taken effect on September 8, 2003.

Indonesia
In April 2003,  Ahold  announced  it had reached  agreement  for the sale of its
Indonesian  operations  under the name of PT Puta Serasi  Pioneerindo to PT Hero
Supermarket Tbk for  approximately  EUR 12, excluding  proceeds from the sale of
store  inventory.  The  transfer of assets took place in stages,  which began in
April 2003 and was completed in September 2003.

The transaction  involves stores and two distribution  centers, all of which are
included in the retail trade segment. The actual transfer of the stores and both
distribution   centers   will  take  place   following   the  approval  of  Hero
shareholders.

Golden Gallon
In August 2003, Ahold announced it had reached  agreement to sell Golden Gallon,
its fuel and merchandise convenience store operation in the retail trade segment
in the  southeastern  U.S., to The Pantry,  Inc. The  transaction  is subject to
antitrust  approval and the  satisfaction of other conditions and is expected to
be completed in the fourth quarter of 2003.

                                     F-105
<PAGE>
                                  ROYAL AHOLD
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
          FISCAL YEARS 2002, 2001 (AS RESTATED) AND 2000 (AS RESTATED)
   (AMOUNTS IN EUR MILLIONS, EXCEPT PER SHARE DATA, UNLESS OTHERWISE STATED)

The assets to be sold include the Golden Gallon operations,  working capital and
all of the real estate.

The carrying amounts of the major classes of assets and liabilities held for
sale subsequent to the balance sheet date, are as follows:

<TABLE>
<CAPTION>
                                                                                            December 29, 2002
                                                                                            -----------------
<S>                                                                                         <C>
Condensed balance sheet data:

Non-current assets
Intangible assets                                                                                         19
Tangible fixed assets                                                                                    186
Other                                                                                                     57

Current assets
Inventory                                                                                                 71
Trade accounts receivable                                                                                 15
Cash                                                                                                      27
Other                                                                                                     13

Current liabilities
Loans payable                                                                                             30
Accounts payable and accrued expenses                                                                    132
Other                                                                                                     28

Non-current liabilities
Provisions                                                                                                 4
Long-term debt                                                                                           163

Shareholders' equity                                                                                      31
</TABLE>

Supermercados Stock - Paraguay
In September 2003, Ahold announced it has successfully completed the sale of its
100% interest in Supermercados  Stock S.A. to A.J. Vierci.  Supermercados  Stock
S.A.  operated 10  supermarkets  at  year-end  2002 and has been part of Ahold's
portfolio  since 1998. At year-end  2002,  the Company was a subsidiary of Santa
Isabel S.A. in Chile and employed approximately 800 employees.


Business Acquisitions
La Despensa de Don Juan - El Salvador
On January 20, 2003,  the El  Salvadorian  operations of La Fragua  acquired the
assets  (excluding  real estate) of La Despensa de Don Juan in El Salvador.  The
assets consist of 31 stores and are located throughout the country.


Announced reorganization Albert Heijn
In September 2003,  management of Albert Heijn  communicated that the plans have
been finalized to restructure its head office. Albert Heijn expects to terminate
approximately 440 employees.

Stock options
Effective in fiscal 2003,  the ratio  between the five and ten year options (see
Note 11 for a discussion of these  options) has been set at 50% with a five year
term and 50% with a ten year  term.  Also

                                     F-106
<PAGE>
                                  ROYAL AHOLD
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
          FISCAL YEARS 2002, 2001 (AS RESTATED) AND 2000 (AS RESTATED)
   (AMOUNTS IN EUR MILLIONS, EXCEPT PER SHARE DATA, UNLESS OTHERWISE STATED)

effective 2003, all share options granted as of 2003 can only be exercised after
a minimum three-year term.

Credit Rating
On January 17, 2003,  Moody's downgraded Ahold's senior unsecured debt rating to
Baa1  with a stable  outlook  which it  further  lowered  to B1 with a  negative
outlook on February  25,  2003.  On January 17,  2003,  Moody's  downgraded  its
subordinated  debt rating to Ba1, which it further lowered to B2 with a negative
outlook on February 25, 2003. On January 24, 2003, S&P downgraded Ahold's senior
unsecured  rating  to BBB with a stable  outlook.  The USD 2  billion  revolving
credit facility  contains a step-up  provision,  which increases the pricing for
each  notch  downgrade  below  Baa3 and BBB- by 0.75%.  On  February  25,  2003,
Standard & Poor's lowered  Ahold's senior  unsecured  rating to BB+. On February
28, 2003,  Fitch Ratings lowered Ahold's senior  unsecured debt rating for Ahold
to BB-. On May 8, 2003,  Standard & Poor's  downgraded  Ahold's corporate credit
rating to BB- from BB+.

New credit facility
On March 3, 2003, the Company replaced the 2002 Credit Facility, under which USD
550 was drawn and USD 150 in letters of credit were  outstanding  as of February
24, 2003, with the 2003 Credit Facility.  The 2003 Credit Facility  provides for
aggregate  borrowings of up to EUR 600 and USD 2.2 billion in two tranches.  The
borrowings  under one tranche of EUR 600 and USD 1,285 are  collateralized  by a
pledge of shares of Ahold's significant Dutch and U.S.  subsidiaries.  Ahold may
use  borrowings  under  the  2003  Credit  Facility  to  refinance  intercompany
indebtedness,  fund  intercompany  loans,  provide for  working  capital and for
general corporate purposes, including the issuance of letters of credit.

The 2003 Credit Facility contains customary information and financial covenants.
The information requirements include delivery of monthly,  quarterly, and annual
results and or certain information on liquidity.  In addition,  the Company must
report on a quarterly basis on compliance with the interest coverage ratio. This
ratio, determined on a four quarter rolling average basis, is 2.25:1.00.

Under separate Receivable Sale and Related Agreements,  USF and Alliant sell, on
a revolving basis, their eligible trade receivables to the Receivable Companies.
In connection with these receivables  securitization  programs,  the Company has
entered into  guarantee  agreements  pursuant to which the Company has agreed to
guarantee some of the obligations of USF and Alliant as servicers and certain of
the  obligations of the Receivable  Companies.  As a result of amendments to the
underlying  agreements in July 2003,  Ahold will be required to consolidate  the
USF  securitization   program,  as  a  result  of  which,  the  USF  receivables
securitization program will no longer be an off-balance sheet obligation.  For a
discussion of the receivables securitization programs, please see Note 19.

Under the Company's  financing  arrangements,  the Company is subject to certain
financial  and  non-financial  covenants  including the  maintenance  of certain
ratios,  restrictions on additional  indebtedness and payments of cash dividends
and restricted  payments.  The more restrictive of these covenants requires that
the Company  maintain an interest  coverage ratio (defined as operating  results
adjusted for certain  factors,  to net interest  expense) ranging from 2.25:1 to
2.5:1,  determined on a rolling  four-quarter  average  basis.  As of October 1,
2003, the Company obtained the following waivers:

                                     F-107
<PAGE>
                                  ROYAL AHOLD
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
          FISCAL YEARS 2002, 2001 (AS RESTATED) AND 2000 (AS RESTATED)
   (AMOUNTS IN EUR MILLIONS, EXCEPT PER SHARE DATA, UNLESS OTHERWISE STATED)

o    The  Company  is party to a  receivables  securitization  agreement,  which
     required the Company to submit  audited  annual  financial  statements  by.
     September  30,  2003.  The  agreement  was  amended,  and the  deadline for
     financial statement submission was extended to October 2, 2003.

o    As discussed  above,  in March 2003, the Company  entered into a new Credit
     Facility,  which  requires,  among other things,  that the Company  provide
     certain  financial  information to the lender.  The Company has not met the
     deadlines set forth in the new Credit  Facility.  As a result,  the Company
     has reached an agreement with the banks to extend these deadlines, based on
     recent events.

The Company has obtained  agreement from the  counterparties  that the quarterly
certificates of compliance with the above mentioned  ratios will not be required
until  pertinent  financial  information is available.  Management also believes
that it will be  necessary  to reach  an  agreement  with the  banks as to a new
methodology on which to base these financial ratio  calculations in light of the
Company's accounting for the deconsolidation of joint ventures.


32   List of subsidiaries and affiliates of Ahold

As of December 29, 2002


Consolidated subsidiaries

Retail trade U.S.
The Stop & Shop Supermarket Company, Boston, Massachusetts
BI-LO, LLC, Mauldin, South Carolina
Bruno's Supermarkets, Inc., Birmingham, Alabama
Giant Food Stores, LLC, Carlisle, Pennsylvania
Giant Food LLC, Landover, Maryland
Tops Markets, LLC, Buffalo, New York
American Sales Company, Inc., Lancaster, New York
Peapod, LLC, Skokie, Illinois

Retail trade Europe
Albert Heijn B.V., Zaandam, The Netherlands
Albert Heijn Franchising B.V., Zaandam, The Netherlands
Gall & Gall B.V., Hoofddorp, The Netherlands
Etos B.V., Zaandam, The Netherlands
Jamin Winkelbedrijf B.V., Oosterhout, The Netherlands
De Tuinen B.V., 's-Gravenhage, The Netherlands
Schuitema N.V. (73.2%), Amersfoort, The Netherlands
      Eemburg C.V. (82%), Amersfoort, The Netherlands
Ahold Czech Republic A.S., Prague, Czech Republic
Euronova Holding A.S., Prague, Czech Republic

                                     F-108
<PAGE>
                                  ROYAL AHOLD
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
          FISCAL YEARS 2002, 2001 (AS RESTATED) AND 2000 (AS RESTATED)
   (AMOUNTS IN EUR MILLIONS, EXCEPT PER SHARE DATA, UNLESS OTHERWISE STATED)

ZIOS A.S. (98%), Brno, Czech Republic
Ahold Retail Slovakia, k.s., Bratislava, Slovak Republic
Ahold Slovakia, s.r.o., Bratislava, Slovak Republic
Ahold Supermercados, S.L., Madrid, Spain
Ahold Polska Sp. z o.o., Krakow, Poland

Retail trade Latin America
Bompreco S.A. Supermercados do Nordeste, Recife, Brazil
Bompreco Bahia S.A., Salvador, Brazil
Hipercard Administradora de Cartao de Credito Ltda., Recife, Brazil
G. Barbosa Ltda., Aracaju, Brazil
Disco Ahold International Holdings N.V., Curacao, Netherlands Antilles
      Santa Isabel S.A. (97%), Santiago, Chile
           Supermercados Santa Isabel S.A., Lima, Peru
           Supermercados Stock S.A., Asuncion, Paraguay
      Disco S.A., Buenos Aires, Argentina

Retail trade Asia Pacific
CRC. Ahold Co. Ltd., Bangkok, Thailand
TOPS Retail (Malaysia) Sdn. Bhd., Kuala Lumpur, Malaysia
PT Putra Serasi Pioneerindo, Jakarta, Indonesia

Foodservice
U.S.  Foodservice, Inc., Columbia, Maryland, U.S. PYA/Monarch, LLC., Columbia,
      Maryland, U.S. Alliant Exchange, Inc., Columbia, Maryland, U.S. Allen
      Foods Inc., St. Louis, Missouri, U.S.
Deli XL B.V., Almere, The Netherlands
      Bert Muller B.V., Almere, The Netherlands
      Deli XL N.V./S.A., Brussels, Belgium

Real Estate
Ahold Real Properties LLC, Chantilly, Virginia, U.S.
Ahold Real Estate Company, Landover, Maryland, U.S.
Onroerende Goederenmaatschappij "Nefater" B.V., Zaandam, The Netherlands
Ahold Real Estate Europe B.V., Zaandam, The Netherlands
      Ahold Vastgoed B.V., Zaandam, The Netherlands
      Ahold Real Estate Spain B.V., Zaandam, The Netherlands
      Ahold Real Estate Poland B.V., Zaandam, The Netherlands
      Ahold Real Estate Slovakia B.V., Zaandam, The Netherlands
      Ahold Real Estate Czech Republic B.V., Zaandam, The Netherlands
      Ahold Inmobiliaria Espana, S.L., Madrid, Spain

Other
Ahold Nederland B.V., Zaandam, The Netherlands

                                     F-109
<PAGE>
                                  ROYAL AHOLD
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
          FISCAL YEARS 2002, 2001 (AS RESTATED) AND 2000 (AS RESTATED)
   (AMOUNTS IN EUR MILLIONS, EXCEPT PER SHARE DATA, UNLESS OTHERWISE STATED)

Ahold USA B.V., Zaandam, The Netherlands
Ahold Coffee Company B.V., Zaandam, The Netherlands
Ahold European Sourcing B.V., Zaandam, The Netherlands
Ahold Americas Holdings, Inc., Chantilly, Virginia, U.S.
Ahold U.S.A. Holdings, Inc., Chantilly, Virginia, U.S.
Ahold U.S.A., Inc., Wilmington, Delaware, U.S.
Ahold Finance U.S.A. LLC, Wilmington, Delaware, U.S.
Ahold Financial Services, LLC, Carlisle, Pennsylvania, U.S.
Ahold Information Services, Inc., Greenville, South Carolina, U.S.
Ahold Insurance N.V., Curacao, Netherlands Antilles
Ahold Investment N.V., Curacao, Netherlands Antilles
Ahold Finance Company N.V., Curacao, Netherlands Antilles
Ahold Belgie N.V., Brussels, Belgium
Ahold Finance, S.A., Geneva, Switzerland
Ahold Retail Services AG, Klosters, Switzerland
Ahold Global Commodity Trading AG, Zug, Switzerland
Croesus, Inc., Wilmington, Delaware, U.S.
Swallow Retail Operations B.V., Zaandam, The Netherlands
Ahold U.S.A. Support Services, Inc., Chantilly, Virginia, U.S.

Unconsolidated affiliates
JMR - Gestao de Empresas de Retalho, SGPS. S.A. (49%), Lisbon, Portugal
         Gestiretalho  - Gestao e  Consultoria  para a  Distribuicao  a Retalho,
         SGPS, S.A., Lisbon, Portugal
         Pingo Doce - Distribuicao Alimentar, S.A., Lisbon, Portugal
         Feira Nova - Hipermercados, S.A., Lisbon, Portugal
         Funchalgest, SGPS, S.A. (50%), Madeira, Portugal
Jeronimo Martins Retail Services AG (49%), Klosters, Switzerland
ICA Ahold AB (50%), Solna, Sweden
         ICA Handlarnas AB, Solna, Sweden Hakon Gruppen AS, Oslo, Norway ICA
         Baltic AB, Solna, Sweden ICA Danmark A/S, Copenhagen, Denmark ICA
         Banken AB, Stockholm, Sweden ICA Menyforetagen AB, Stockholm, Sweden
         Statoil Detaljhandel Skandinavia AS (50%), Oslo, Norway
Accounting Plaza B.V. (40%), Wormer, The Netherlands
Luis Paez, S.A. (50%), Jerez de la Frontera, Spain
         Bodegas Williams & Humbert S.L., Jerez de la Frontera, Spain
Paiz Ahold N.V. (50%), Curacao, Netherlands Antilles
         CARHCO N.V.(67%), Curacao, Netherlands Antilles
                     La Fragua, S.A. (83%), Guatemala City, Guatemala
                     Operadora del Oriente S.A. de C.V., Tegucigalpa, Honduras
                     Operadora del Sur S.A. de C.V., San Salvador, El Salvador
                     Corporacion de Supermercados  Unidos, S.A., San Jose, Costa
                     Rica
                     Corporacion de Companias  Agroindustriales,  CCA. S.A., San
                     Jose, Costa Rica

                                     F-110
<PAGE>
                                  ROYAL AHOLD
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
          FISCAL YEARS 2002, 2001 (AS RESTATED) AND 2000 (AS RESTATED)
   (AMOUNTS IN EUR MILLIONS, EXCEPT PER SHARE DATA, UNLESS OTHERWISE STATED)

                     Comercial Sacuanjoche, S.A., Managua, Nicaragua
                     Comercial Brassavola, S.A., Tegucigalpa, Honduras

Unless  otherwise  indicated,   these  are  wholly  or  virtually  wholly  owned
subsidiaries.  Subsidiaries not important to providing an insight into the 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 issued  declarations  of assumption of liability for the
Dutch  subsidiaries  forming  part of the  consolidation  with the  exception of
Schuitema N.V. and Onroerende Goederenmaatschappij "Nefater" B.V.

                                     F-111