UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM 20-F
(Mark One)


     [ ]        Registration Statement pursuant to Section 12 (b) or (g)
                     of the Securities Exchange Act of 1934
                                       or

     [X]          Annual Report pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934
                   for the fiscal year ended December 30, 2001
                                       or

     [ ]         Transition report pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934
                 for the transition period from..... to .......
                         Commission file number 0-18898
                             Koninklijke Ahold N.V.
             (Exact name of Registrant as specified in its charter)
                                   Royal Ahold
                 (Translation of Registrant's name into English)
                                 The Netherlands
                 (Jurisdiction of incorporation or organization)
               Albert Heijnweg 1, 1507 EH Zaandam, The Netherlands
                    (Address of principal executive offices)

Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class                    Name of each exchange on which registered
Common Shares at a par value of                          New York Stock Exchange
EUR 0.25 each, represented by
American Depositary Shares

Securities registered or to be registered
pursuant to Section 12(g) of the Act:                             None.
Securities for which there is a reporting
obligation pursuant to Section 15(d) of the Act:                  None.

Indicate the number of outstanding shares of each of the issuer's classes of
capital or common stock as of the close of the period covered by the Annual
Report:
Cumulative Preferred Financing Shares
par value EUR 0.25 per share                                   259,317,164
Common Shares at a par value of EUR 0.25 each                  920,979,176

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.
                                Yes [|X|] No [ ]

     Indicate by check mark which  financial  statement  item the registrant has
elected to follow.
                           Item 17 [ ] Item 18 [|X|]


<PAGE>


TABLE OF CONTENTS

                                                                            Page
INTRODUCTION..............................................................    1

PART I
Item 1.   Identity of directors, senior management and advisers.............  4
Item 2.   Offer statistics and expected timetable...........................  4
Item 3.   Key information...................................................  4
Item 4.   Information on the Company........................................  8
Item 5.   Operating and financial review and prospects...................... 22
Item 6.   Directors, senior management and employees........................ 45
Item 7.   Major shareholders and related party transactions................. 50
Item 8.   Financial information............................................. 52
Item 9.   The offer and listing............................................. 54
Item 10.  Additional information............................................ 55
Item 11.  Quantitative and qualitative disclosures about market risk........ 65
Item 12.  Description of securities other than equity securities............ 67

PART II
Item 13.  Defaults, dividend arrearages and delinquencies................... 67
Item 14.  Material modifications to the rights of security holders
           and use of proceeds.............................................. 67
Item 15.  [Reserved]........................................................ 67
Item 16.  [Reserved]........................................................ 67

PART III
Item 17.  Financial Statements.............................................. 68
Item 18.  Financial Statements.............................................. 68
Item 19.  Exhibits..........................................................124

                                      (i)

<PAGE>


INTRODUCTION

The consolidated  financial  statements of Koninklijke Ahold N.V., also referred
to as "we", "us", "our", "the Company", "Royal Ahold" or "Ahold", appear in Item
18 of this annual report. Our consolidated  financial statements are prepared in
accordance  with  accounting  principles  generally  accepted in The Netherlands
("Dutch GAAP").  Dutch GAAP differs in certain material respects from accounting
principles  generally accepted in the United States ("US GAAP"). The differences
between  Dutch GAAP and US GAAP are  explained in the notes to the  consolidated
financial statements.

We are  domiciled  in The  Netherlands,  which  is  one  of the  countries  that
participate in the European Economic and Monetary Union (the "European Union" or
the "EU").  Prior to fiscal year 1999,  the reporting  currency of our financial
statements  was the Dutch guilder  ("NLG").  Effective from fiscal year 1999, we
have  adopted the Euro,  the new  currency  of the EU ("Euro" or "EUR"),  as our
reporting currency. Effective January 1, 1999, the Council of the European Union
fixed the official exchange rate between the Euro and the Dutch guilder at EUR 1
= NLG 2.20371 (the "fixed  rate").  Our financial  data for fiscal year 1998 and
1997 included in this annual report was  originally  stated in Dutch guilders or
"NLG",  but we have  converted the financial data to Euros using the fixed rate.
As a significant portion of our business is based in the United States, exchange
rate fluctuations  between the Euro, or the Dutch guilder for fiscal years prior
to 1999,  and the United States dollar,  referred to as "dollar",  "$" or "USD",
are among  the  factors  that  have  influenced  year-to-year  comparability  of
consolidated  earnings and equity.  The weighted  average rate of the dollar per
Euro that we used in the preparation of our  consolidated  financial  statements
was:

o        USD 0.8936 for fiscal 2001
o        USD 0.9232 for fiscal 2000
o        USD 1.0638 for fiscal 1999

The year end rates of the dollar per Euro that we  applied  to  balances  in the
consolidated financial statements were:

o        USD 0.8836 as of December 30, 2001
o        USD 0.9424 as of December 31, 2000

The rates used in the preparation of our consolidated  financial  statements may
vary in  certain  minor  respects  from  the rate in New  York  City  for  cable
transfers in foreign currencies as certified for customs purposes by the Federal
Reserve Bank of New York ("noon buying rate"). The noon buying rate for the Euro
was USD 0.8791 per EUR 1.00 on March 22, 2002.

Solely for convenience of the reader,  this annual report contains  translations
between  certain Euro  amounts and dollar  amounts at  specified  rates.  Unless
otherwise indicated, we have translated Euros into dollars at a rate of EUR 1.00
= USD 0.8836 which is equal to the exchange rate that we used in the preparation
of our 2001  balance  sheet.  Except  for  amounts  translated  for  convenience
purposes,  we have  translated  certain foreign  currency  balance sheet amounts
included in this annual report into Euros using the exchange rate  prevailing as
of the end of our reporting period. We have translated  certain foreign currency
income  statement  amounts  included in this annual  report into Euros using the
weighted average exchange rate during our reporting period.

We have presented certain sales area data in the tables in this annual report in
terms of square feet.  Square feet may be converted to square  meters,  "m2", by
multiplying  the  number  of  square  feet by 0.093  and  square  meters  may be
converted to square feet by multiplying the number of square meters by 10.75.

                                       1

<PAGE>


Unless otherwise indicated, references to currencies of countries other than The
Netherlands or the United States are as follows:

Country                            Currency                     Symbol
-------                            ---------                    ------
Brazil                             Brazilian Reals              BRL
Thailand                           Thai Baht                    THB
Japan                              Japanese Yen                 JPY
Czech Republic                     Czech Crowns                 CZK
Great Britian                      British Pound                GBP
Sweden                             Swedish Krona                SEK
Norway                             Norwegian Krone              NOK
Portugal                           Portuguese Escudos           PTE
Argentina                          Argentine Peso               ARS
Denmark                            Danish Krone                 DKK

Forward-Looking Statements

Certain  statements   contained  in  this  annual  report  are  "forward-looking
statements"  within the meaning of US federal  securities  laws.  We intend that
these  statements be covered by the safe harbors created under these laws. Those
statements include, but are not limited to:

o    statements as to expected increases in net sales, operating results, market
     shares and certain expenses,  including  interest  expenses,  in respect to
     certain of our  operations;
o    expectations  as to the impact of innovative  improvements  on productivity
     levels, operating results and profitability in our stores;
o    expectations  as to the savings  from new  projects  and  programs and from
     increased cooperation between our subsidiaries, in particular in the United
     States;
o    estimates and financial  targets in respect to net earnings  growth and net
     earnings per share;
o    expectations  as to synergies to be realized from new  acquisitions and the
     impact on our operating results;
o    statements as to the anticipated rate of growth of markets in which we have
     operations;
o    expectations with respect to opportunities for expansion and growth;
o    expectations  regarding  whether  conditions  of closing new  partnerships,
     business  ventures  and  acquisitions  of  businesses  or  stores  will  be
     satisfied,  and whether those  transactions will be consummated on schedule
     or at all;
o    statements as to the funding of future expenditures and investments;
o    expectations of risks and liabilities of hedging transactions entered into;
     and
o    statements as to the expected outcome of certain legal proceedings.

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:

o    the effect of general economic  conditions and changes in interest rates in
     the countries in which we operate;
o    increases  in  competition  in the  markets in which our  subsidiaries  and
     partnerships   operate  and  changes  in  marketing   methods  utilized  by
     competitors;
o    difficulties  encountered  in  the  integration  of  new  acquisitions  and
     partnerships and unanticipated costs,  diversion of management's  attention
     and loss of personnel that could result;
o    fluctuations in exchange rates between the Euro and the other currencies in
     which our assets,  liabilities and operating  results are  denominated,  in
     particular, the US dollar and the Argentine Peso

as well as the other factors discussed elsewhere in this annual report.

                                       2

<PAGE>


Many of these factors are beyond our ability to control or predict.  Given these
uncertainties,  readers  are  cautioned  not  to  place  undue  reliance  on the
forward-looking statements.

Neither our independent auditors,  nor any other independent  accountants,  have
compiled, examined, or performed any procedures, with respect to the prospective
financial  information  contained herein, nor have they expressed any opinion or
any other form of assurance on such information or its achievability, and assume
no  responsibility  for, and  disclaim any  association  with,  the  prospective
financial information.

                                       3


<PAGE>


PART I
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not Applicable

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not Applicable

ITEM 3. KEY INFORMATION

The  selected  consolidated  financial  data set forth  below  should be read in
conjunction  with the  consolidated  financial  statements  contained in Item 18
"Financial Statements" of this annual report.

Reference is made to Note 27 to the consolidated financial statements,  included
in Item 18 of this annual report, for a discussion of the principal  differences
between US GAAP and Dutch GAAP. For information about material  acquisitions and
consolidations  affecting  the  periods  presented  below,  please  see  Item  4
"Information  on the  Company" and Item 5 "Operating  and  Financial  Review and
Prospects - Acquisitions and Consolidations".  For information on the changes in
share capital, please see Item 9 "The Offer and Listing".

Our fiscal year generally consists of 52 weeks and ends on the Sunday nearest to
December  31 of each  calendar  year.  The  quarters  that  we use  for  interim
financial reporting are determined as follows:

o    the first quarter consists of the first 16 weeks of the fiscal year;
o    the second,  third and fourth  quarters  consist of the subsequent  12-week
     periods,  except years  containing  53 weeks,  which have a 13-week  fourth
     quarter.

Fiscal  2001,  fiscal  2000 and  fiscal  1999  contained  52 weeks  and ended on
December 30, 2001, December 31, 2000 and January 2, 2000,  respectively.  Fiscal
1998 ended  January 3, 1999 and  contained  53 weeks.  Fiscal 1997  contained 52
weeks and ended on December 28, 1997.

Consolidated Earnings Data
<TABLE>
<CAPTION>
                                                                    Fiscal Year
                                                      2001      2000      1999      1998      1997
                                                       (in EUR millions, except per share amounts)
<S>                                                 <C>       <C>       <C>       <C>       <C>
Amounts in accordance with Dutch GAAP
Net sales (1)                                       66,593    51,542    32,824    25,864    22,593
Net income from operations                           1,075     1,099       740       537       415
Net income from operations per common share           1.25      1.49      1.13      0.90      0.76
Diluted net earnings per common share                 1.23      1.43      1.10      0.90      0.75

Amounts in accordance with US GAAP
Net sales (1)                                       66,593    51,542    32,824    25,864    22,593
Net income from operations                             120       794       573       388       315
Net income from operations per common share           0.14      1.08      0.87      0.65      0.58
Diluted net earnings per common share                 0.14      1.06      0.86      0.65      0.57

</TABLE>
------------
(1)  In 2001,  Royal  Ahold  reclassified  net sales,  mainly  impacting  its US
     operations.  Under this  reclassification,  certain  promotional costs were
     reclassified  from cost of goods sold and  accounted  for as a reduction in
     sales. Sales for prior years were restated to reflect this change.

                                       4

<PAGE>


Consolidated Balance Sheet Data
<TABLE>
<CAPTION>
                                                    Dec. 30   Dec. 31    Jan. 2    Jan. 3   Dec. 28
                                                       2001      2000      2000      1999      1997
                                                        (in EUR millions, except number of shares)
<S>                                                 <C>       <C>       <C>       <C>       <C>
Amounts in accordance with Dutch GAAP
-------------------------------------
Total assets                                         32,236    25,461    14,286    11,426     8,549
Shareholders' equity                                  5,892     2,503     2,352     1,724     1,525
 Share capital                                          295       269       179       175       146
Common shares outstanding                           920,979   816,849   653,919   646,657   547,323
Cumulative preferred financing shares outstanding   259,317   259,317   144,000   144,000   120,000



                                                    Dec. 30   Dec. 31    Jan. 2    Jan. 3   Dec. 28
                                                       2001      2000      2000      1999      1997
                                                                  (in EUR millions)
Amounts in accordance with US GAAP
----------------------------------
Total assets                                         43,662    37,393    20,894    16,919    11,575
Shareholders' equity                                 16,210    13,571     8,106     6,652     4,353

</TABLE>

Dividends

We customarily  declare  dividends twice a year. An interim dividend is proposed
by our  Corporate  Executive  Board and,  with the  approval of our  Supervisory
Board,  is generally  paid in  September.  The proposed  total  dividend must be
approved by the Annual General Meeting of Shareholders,  which is typically held
in May, and the final  portion of the total  yearly  dividend is paid after this
meeting.  We  declared  our  dividend  for fiscal  1997 and fiscal 1998 in Dutch
guilders. Effective fiscal 1999, dividends were declared in Euros.

The following table gives certain information  relating to dividends declared in
the years  indicated.  The  dividend  for fiscal  2001 has been  proposed by the
Corporate Executive Board, but must be approved by the Annual General Meeting of
Shareholders  to be held on May 7, 2002.  The final  portion of the total yearly
dividend  will be paid after this meeting.  For purposes of this table,  we have
converted  dividend amounts that have been paid in Dutch guilders in fiscal 1998
and 1997 to Euros using the fixed rate of EUR 1 = NLG 2.20371.

                      Cash       Total Translated
Fiscal              Dividend      Cash Dividend
Year                 Option         Option(1)        Stock Dividend Option
-------             --------     ----------------  ------------------------
                      EUR             $
1997     Interim      0.09          0.10          1 common share per 100 owned
         Final        0.23          0.26          2 common shares per 100 owned
                      ----          ----
         Total        0.32          0.36

1998     Interim      0.12          0.14          1 common share per 100 owned
         Final        0.26          0.32          2 common shares per 100 owned
                      ----          ----
         Total        0.38          0.46

1999     Interim      0.14          0.15          1 common share per 100 owned
         Final        0.35          0.35          2 common shares per 100 owned
                      ----          ----
         Total        0.49          0.50

2000     Interim      0.18          0.16          1 common share per 100 owned
         Final        0.45          0.40          2 common shares per 100 owned
                      ----          ----
         Total        0.63          0.56

2001     Interim      0.22          0.20          1 common share per 100 owned
         Final        0.51          --            2 common shares per 100 owned
           (proposed)
                      ----          --
         Total        0.73          --


----------
(1)  For fiscal 1999,  2000 and 2001,  the translated  total US dollar  dividend
     amount consists of the Euro cash dividend translated into US dollars at the
     noon buying rate on the applicable  dividend  payment date. For fiscal 1997
     and 1998, the translated Euro dividend amount consists of the Dutch guilder
     cash dividend  translated into Euros at the fixed exchange rate. For fiscal
     1997 and 1998,  the  translated US dollar  dividend  amount  consist of the
     Dutch guilder  dividend  translated into dollars at the noon buying rate on
     the applicable dividend payment date.

                                       5

<PAGE>


Exchange Rates

Prior to fiscal 1999, we utilized the Dutch  guilder as our reporting  currency,
however,  beginning  in  fiscal  1999,  we  adopted  the  Euro as our  reporting
currency. As part of the introduction of the Euro throughout the European Union,
the  exchange  rate  between  the  legacy  currencies  and the Euro was fixed on
January  1,  1999.  Accordingly,   we  have  converted  the  historic  financial
statements and related disclosures that were reported using the Dutch guilder to
the Euro  using the fixed rate of EUR 1 = NLG  2.20371.  The  conversion  of our
historical  financial  statements  from Dutch guilders to Euro at the fixed rate
depicts the same trends that would have been  presented  if we had  continued to
present our financial statements in Dutch guilders.

The  following  table  sets  forth,  for our  fiscal  years  indicated,  certain
information  concerning the exchange rate of the US dollar relative to the Euro,
expressed in dollar per Euro:

                                         Period End   Average(1)  High(1) Low(1)
                                         ----------   ----------  ------- ------
     1997.............................      1.1019      1.1252   1.0406   1.2739
     1998.............................      1.1627      1.1116   1.0572   1.1791
     1999.............................      1.0075      1.0588   1.0016   1.1812
     2000.............................      0.9424      0.9207   1.0335   0.8270
     2001.............................      0.8836      0.8950   0.9535   0.8370
----------
(1) based on the noon buying rates listed by The Bank of New York

The following  table sets forth,  for the six-month  period of September 1, 2001
through  February  28,  2002,  the high and low noon buying  rates of the dollar
against the Euro. The noon buying rate of the US dollar as of March 22, 2002 was
$ 0.8791= EUR 1.



                                                               High     Low
     September 2001......................................     0.9310  0.8868
     October 2001........................................     0.9181  0.8893
     November 2001.......................................     0.9044  0.8770
     December 2001.......................................     0.9044  0.8773
     January 2002........................................     0.9031  0.8594
     February 2002.......................................     0.8778  0.8613

Fluctuations in the exchange rate between the dollar and the Euro, or the dollar
and the Dutch  guilder for the periods  prior to January 1, 1999,  have affected
the dollar  equivalent  of the Euro prices of the common  shares on the Official
Segment of Euronext Amsterdam N.V.'s stock market,  also referred to as Euronext
Amsterdam,  or Euronext and, as a result, are likely to have affected the market
price of the American  Depositary Shares ("ADSs") on the New York Stock Exchange
("NYSE").  Such  fluctuations  will also affect the dollar  amounts  received by
holders of ADSs on conversion by The Bank of New York,  as the  depositary  (the
"Depositary") of cash dividends paid in Euro on the common shares represented by
the ADSs.

Risk Factors Affecting Financial Condition and Operating Results

Exchange Rates
We adopted  the Euro as our  reporting  currency in our  consolidated  financial
statements  effective at the  beginning of fiscal  1999.  Because a  substantial
portion of our assets,  liabilities and operating  results are denominated in US
dollars,  we are exposed to  fluctuations  in the value of the US dollar against
the Euro. We do not hedge this foreign currency translation exposure.

Our financial and risk management  policy is to match the currency  distribution
of our borrowings to the denomination of our assets.  As a result,  fluctuations
in our  balance  sheet  ratios  resulting  from  changes in  exchange  rates are
generally  limited.  The  effect of other  currency  changes  on our  results is
limited  due to the smaller  size of our net  earnings,  assets and  liabilities
denominated in other foreign currencies.

                                       6


<PAGE>

In fiscal 2001,  our financial  results were impacted by the  devaluation of the
Argentine  Peso.  We continue to be exposed to exchange  rate risk in  Argentina
depending on the economic conditions of the country. For more information on the
devaluation of the Argentine Peso and related charges, please see Item 5 "Recent
Developments"

Foreign Investment Risks

We have operations and other investments in a number of countries outside of the
United States and Europe.  Foreign operations and investments are subject to the
risks normally associated with conducting business in foreign countries such as:

o    labor disputes;
o    uncertain political and economic environments;
o    risks of war and civil disturbances;
o    risks associated with the movement of funds;
o    deprivation of contract rights;
o    taking  of  property  by  nationalization  or  expropriation  without  fair
     compensation;
o    risks relating to changes in laws or policies of particular  countries such
     as foreign taxation;
o    risks associated with obtaining necessary governmental permits, limitations
     on ownership and on repatriation of earnings; and
o    foreign exchange and currency fluctuations.

Our Latin  American  operations  in fiscal 2001 were  affected  by the  economic
turmoil in Argentina,  fueled by the  devaluation of the Argentine  Peso,  along
with the energy  crises in Brazil.  The continued  economic  crises in Argentina
could impact our financial  condition and operating  results and could result in
future exceptional charges.

We cannot assure you that these problems or other  problems  relating to foreign
operations will not be encountered by us in the future.  Foreign  operations and
investments  may also be  adversely  affected by laws and policies of the United
States,  Europe and the other  countries in which we operate  governing  foreign
trade, investment and taxation.

Inflation and Changing Prices
Inflation continues to cause moderate increases in our costs, including the cost
of merchandise,  labor,  utilities and acquiring property,  plant and equipment.
Cost inflation in our primary  markets,  the United States and The  Netherlands,
however,  has been relatively low in each of the last three years. In the United
States,  the inflation  rate for food prices has been roughly  equivalent to the
general  increase in consumer prices,  while in The  Netherlands,  the inflation
rate for food prices has remained  below  general price  increases.  In 2001, we
experienced  exchange rate  fluctuations  from the  devaluation of the Argentine
Peso;  we are not able to  determine at this time if that will lead to increased
inflation within Latin America in future years.  Although there is the risk that
inflation in Asia Pacific and other European  countries  could have an effect on
our results,  we do not believe inflation has had a material effect on operating
results in these  regions to date,  primarily  because we have been able to pass
along merchandise price increases to our customers.

Competition
The grocery retailing  industry  continues to experience fierce competition from
other  grocery  retailers,  supercenters,  club or  warehouse  stores,  and drug
stores.  Our  ability to  maintain  our current  success is  dependent  upon our
ability to compete in this industry and continue to reduce  operating  expenses.
The  competitive  environment may cause us to reduce our prices in order to gain
or maintain  our share of sales,  thus  reducing  margins.  While we believe our
opportunities for sustained,  profitable growth are considerable,  unanticipated
actions of competitors could impact our share of sales and net income.

Business and Economic Conditions
Changes in the rate of inflation,  population  growth,  and  employment  and job
growth in the  markets  in which we operate  may affect our  ability to hire and
train qualified  employees to operate our stores.  This would negatively  affect
earnings and sales growth.  These factors may also affect the shopping habits of
our customers, which could affect sales and earnings.

                                       7

<PAGE>


Product Mix
Changes in our product mix may negatively affect certain  financial  indicators.
For example, we have added and will continue to add fuel centers. Since gasoline
is a low profit margin item with high sales dollars,  we expect to see our gross
profit  margins  decrease as we sell more  gasoline.  Although  this  negatively
affects  our  gross  profit  margin,  gasoline  provides  a  positive  effect on
operating results and net earnings.

Integration of Acquisitions
In recent years,  acquisitions  were a key component of our growth  stategy.  We
have substantially  expanded our business through acquisitions and the formation
of new partnerships.  Some recent acquisitions and partnerships are still in the
process of being integrated into our operations.  Our goal in integrating  these
operations is to increase  earnings and achieve cost savings by taking advantage
of economies of scale and other synergies of  consolidation  and enhanced growth
opportunities.  We may encounter  difficulties in integrating  these operations,
resulting in delay of the achievement or a decrease in the anticipated economies
of scale and other synergies and, therefore,  the expected increase in earnings.
The integration process may also cause us to incur unanticipated cost.

ITEM 4. INFORMATION ON THE COMPANY

History

Royal Ahold was founded in 1887. In 1948, Royal Ahold,  named at the time Albert
Heijn N.V.,  listed our shares on what is today the Euronext.  In 1973, our name
was changed to Ahold N.V.,  indicative of our  development as a holding  company
with  interests  in  retail  trade  and  related  areas.  On our  one  hundredth
anniversary  in  1987,  the  Queen  of The  Netherlands  granted  us  the  title
"Koninklijke"  (Dutch for "Royal"),  and we changed our full name to Koninklijke
Ahold N.V.

We  have  substantially  expanded  our  business  through  acquisitions  and new
partnerships beginning in 1977.

Notable acquisitions in the United States have consisted of the following:

o    BI-LO in 1977;
o    Giant-Carlisle in 1981;
o    First National (Finast) in 1988 (integrated into Tops);
o    Tops in 1991;
o    Red Food Stores in 1994 (integrated into BI-LO);
o    Mayfair in 1995 (integrated into Stop & Shop);
o    Stop & Shop in 1996;
o    Giant-Landover in 1998;
o    U.S. Foodservice in 2000;
o    Peapod in 2000 (investment in Peapod in 2000, fully acquired in 2001);
o    PYA/Monarch in 2000 (integrated into U.S. Foodservice);
o    Mutual in 2001 (integrated into U.S. Foodservice):
o    Grand Union stores in 2001 (integrated into Tops and Stop & Shop);
o    Bruno's in 2001; and
o    Alliant in 2001 (in the process of being integrated into U.S. Foodservice).

Notable acquisitions and partnerships formed in other regions include:

o    JMR in Portugal in 1992;
o    Bompreco in Brazil in 1996;
o    Supermar in Brazil in 1997 (integrated into Bompreco);
o    Disco and Santa Isabel in Argentina and Chile in 1998;
o    Dialco, Dumaya, Guerrero and Castillo del Barrio in Spain in 1999;
o    Gastronoom in The Netherlands in 1999 (integrated into Deli XL);
o    Supamer and Gonzales in Argentina in 1999 (integrated into Disco);

                                       8

<PAGE>

o    La Fragua in Guatemala in 1999;
o    ICA Group in Scandinavia in 2000;
o    Kampio in Spain in 2000;
o    Ekono in Argentina in 2000 (integrated into Disco);
o    A&P in The Netherlands through our 73% owned subsidiary Schuitema in 2000;
o    Superdiplo in Spain in 2000; and
o    Cemetro in Spain in 2001 (integrated into Superdiplo).

In fiscal year 2001, we completed the acquisition of Alliant and several smaller
business acquisitions,  for an aggregate  consideration of approximately EUR 3.3
billion,  including assumed  indebtedness.  For more information on acquisitions
and  related  capital  expenditures,  please  refer  to Item 5,  "Operating  and
Financial Review and Prospects" of this annual report.

Organizational Structure

We are  domiciled  in The  Netherlands  and  incorporated  under the laws of The
Netherlands as a holding company  conducting  business  through our subsidiaries
and partnerships.  Based on 2001 sales, we are the largest food service provider
in The  Netherlands  and one of the largest food providers in the United States.
During fiscal 2001, we provided food  primarily  through  retail trade  outlets,
along with complementary food service activities. We are also one of the largest
and most internationally  diverse food providing groups worldwide.  As of fiscal
year end 2001, we operated or serviced 8,842 stores,  including  3,778 franchise
and associated  stores,  and employed  404,453 people.  The store format that we
primarily  use  is  the  supermarket.   However,  we  also  operate  or  service
hypermarkets,  discount  stores,  specialty  stores,  cash and carry  stores and
convenience stores.

Our operations are located primarily in the United States and Europe.  Net sales
in the United States accounted for 59% of fiscal 2001 total net sales, while net
sales in Europe accounted for 33% of total net sales. We also have operations in
Latin America,  which accounted for 7% of total net sales in fiscal 2001, and in
several  countries in the Asia Pacific  region,  which accounted for 1% of total
net sales.  Our principal  business is retail trade,  which accounted for 78% of
total net sales in fiscal 2001.  Retail trade includes sales to consumers at our
own stores as well as sales to our franchise  and  associated  stores.  Our food
service  activities  accounted for 22% of total net sales for fiscal 2001. Sales
relating to our food service  business,  and to a lesser extent our retail trade
business, vary depending on the season of the year. Generally,  seasonality does
not significantly affect our business. However, we have experienced higher sales
in the  second  half of the year,  particularly  during  the  holiday  season in
December.

The  following  tables set out,  for the  periods  indicated,  our net sales and
operating results by segment and geographic region:

                 Net Sales by Business Segment/Geographic Region
<TABLE>
<CAPTION>
                                                                                        Fiscal Year
                                                                                        -----------
                                                                             2001               2000          1999
                                                                            ------             ------        ------
                                                                         ($)    (EUR)  (%)    (EUR)   (%)   (EUR)   (%)
                                                                             (in millions, except percentages)
<S>                                                                   <C>      <C>      <C>  <C>      <C>  <C>       <C>
Retail trade:
   United States (including sales to franchise stores)                22,908   25,925   39   22,774    44  18,390    56
   Europe (including sales to franchise and associated stores)        18,042   20,419   31   15,466    30   9,867    30
   Latin America                                                       4,330    4,900    7    5,082    10   3,497    11
   Asia Pacific                                                          353      400    1      402     1     476     1
                                                                      ------   ------   --   ------    --  ------    --
Total retail trade                                                    45,633   51,644   78   43,724    85  32,230    98
Food service:
    United States                                                     11,978   13,556   20    6,649    13      --    --
    Europe                                                             1,177    1,332    2    1,105     2     553     2
                                                                      ------   ------   --   ------    --  ------    --
Total food service                                                    13,155   14,888   22    7,754    15     553     2
Other activities                                                          54       61   --       64    --      41    --
                                                                      ------   ------   --   ------    --  ------    --
Total                                                                 58,842   66,593  100   51,542   100  32,824   100
                                                                      ======   ======  ===   ======   ===  ======   ===
</TABLE>

                                       9

<PAGE>

-----------------
     The dollar  amounts  for fiscal 2001 were  translated  into Euros using the
year end value of the dollar per Euro.  This  translation  is done soley for the
convenience  of the reader and may differ from actual dollar  amounts  reflected
elsewhere in this annual report.  For more  information on translation  methods,
please see section  "Introduction"  of this annual report.  In 2001, Royal Ahold
adopted a new  definition  for net sales,  mainly  impacting its US  operations.
Under this new definition, certain promotional costs were reclassified from cost
of goods sold and  accounted  for as a reduction  in sales.  Net sales for prior
years were restated to reflect this change.

                      Operating Results by Business Segment

<TABLE>
<CAPTION>

                                                         Fiscal Year
                                                         -----------
                                             2001               2000           1999
                                             -----              -----          ----
                                        ($)    (EUR)  (%)     (EUR)  (%)    (EUR)   (%)
                                             (in millions, except percentages)
<S>                                    <C>     <C>     <C>    <C>     <C>   <C>      <C>
Retail trade                           2,015   2,280    84    1,849    81   1,353     96
Food service                             316     358    13      294    13      15      1
Real estate and other                     59      67     3      131     6      47      3
                                       -----   -----   ---    -----   ---   -----    ---
Total                                  2,390   2,705   100    2,274   100   1,415    100
                                       =====   =====   ===    =====   ===   =====    ===

                     Operating Results by Geographic Region

                                                         Fiscal Year
                                                         -----------
                                             2001               2000           1999
                                             -----             -----           ----
                                        ($)    (EUR)  (%)     (EUR)  (%)    (EUR)   (%)
                                             (in millions, except percentages)
United States                          1,514   1,713    63   1,466    65     944     67
Europe                                   764     865    31     670    29     459     32
Latin America                            176     200     8     204     9      97      7
Asia Pacific                             (16)    (18)   (1)    (20)   (1)    (41)    (3)
Unallocated corporate costs              (48)    (55)   (1)    (46)   (2)    (44)    (3)
                                       -----   -----   ---   ------  ----   -----   ----
Total                                  2,390   2,705   100   2,274   100   1,415    100
                                       =====   =====   ===   ======  ====  ======   ====
</TABLE>

----------
The dollar amounts for fiscal 2001 were translated into Euros using the year end
value of the dollar per Euro. This translation is done soley for the convenience
of the reader and may differ from actual dollar amounts  reflected  elsewhere in
this annual report.  For more  information on  translation  methods,  please see
section "Introduction" of this annual report.

In the United  States,  operational  management is divided into a "retail trade"
division and a "food service"  division.  Within the retail division,  we manage
our business along  geographical  lines.  Ahold USA., Inc. ("Ahold USA"), the US
holding company,  coordinates the activities of the US operating  companies.  In
The Netherlands,  operational management is divided into supermarkets, specialty
retailing, food service, food production and other operations. Retail operations
outside of the US and The Netherlands  primarily consist of supermarkets and are
also managed along  geographical  lines.  Individual  chains are responsible for
merchandising,  store formats and marketing strategies.  Decisions regarding the
strategic  direction  and overall  management  of the companies are taken at the
holding company level.

                                       10

<PAGE>

Listed  below is the  organizational  structure  of our  principal  consolidated
activities as of the end of fiscal 2001:

<TABLE>
<CAPTION>

                                       -----------------
                                       |  Corporate    |
                                       |  Executive    |
                                       |    Board      |
                                       -----------------
                                               |
                ------------------             |             ------------------
                |Corporate Staff | ----------- | ----------- |     Other      |
                |                |             |             |   Activities   |
                ------------------             |             ------------------
                                               |
<S>                      <C>                        <C>                    <C>
----------------------------------------------------------------------------------------------------
|                    |                                                    |                         |
|   ---------------- |   -----------------------    -------------------   |  ---------------------  |
|---| Stop & Shop  | |---|   Albert Heijn      |    |    Bompreco     |---|  |Ahold Kuok Malaysia|--|
|   |              | |   | (The Netherlands)   |    |    (Brazil)     |   |  |     (Malaysia)    |  |
|   ---------------- |   -----------------------    -------------------   |  ---------------------  |
|                    |                                                    |                         |
|   ---------------- |   -----------------------    ------------------|   |  ---------------------  |
|---|Giant-Carlisle| |---|   73% Schuitema     |    |   56% DAIH      |---|  |    CRC Ahold      |--|
|   |              | |   |(The Netherlands)    |    |                 |   |  |   (Thailand)      |  |
|   ---------------- |   -----------------------    ------------------|   |  ---------------------  |
|                    |                                                |   |                         |
|   ---------------- |   -----------------------    --------------    |   |  ---------------------  |
|---|    BI-LO     | |---| Specialty Stores    |    |   Disco    |----|   |  |      PSP Group    |--|
|   |              | |   | (The Netherlands)   |    |(Argentina) |    |   |  |     (Indonesia)   |
|   ---------------- |   -----------------------    --------------    |   |  ---------------------
|                    |                                                |   |
|   ---------------- |   -----------------------    --------------    |   |
|---|    Tops      | |---| Deli XL: Foodservice|    |70% Santa   |    |   |
|   |              | |   |  (The Netherlands)  |    |  Isabel    |----|   |
|   ---------------- |   -----------------------    | (Chile)    |        |
|                    |                              -------------         |
|   ---------------- |   -----------------------    -------------------   |
|---|Giant-Landover| |---|    Real Estate      |    |  50% Paiz Ahold |   |
|   |              | |   | (The Netherlands)   |    |                 |---|
|   ---------------- |   -----------------------    -------------------
|                    |                                                |
|   ---------------- |   -----------------------    -------------------
|   |   Bruno's    | |   | 50 % Partnership    |    |  81% La Fragua  |
|---|              | |---|  interest in ICA    |    |   (Guatemala)   |
|   |              | |   | Group (Scandinavia) |    -------------------
|   ---------------- |   -----------------------
|                    |
|   ---------------- |   -----------------------
|   |   Peapod     | |   |   49% Jeronimo      |
|---|              | |---|  Martins Retail     |
|   |              | |   |    (Portugal)       |
|   ---------------- |   -----------------------
|                    |
|   ---------------- |   -----------------------
|   |    U.S.      | |   |  99% Ahold Czech    |
|---| Foodservice  | |---|     Republic        |
    |              | |   | (Czech Republic)    |
    ---------------- |   -----------------------
                     |
                     |   -----------------------
                     |   |   Ahold Polska      |
                     |---|     (Poland)        |
                     |   -----------------------
                     |
                     |   -----------------------
                     |   '       Ahold         '
                     |   '   SuperMercados     '
                     |---'      (Spain)        '
                         '---------------------'




--------------------      --------------------     ---------------------     -----------------
|                  |      |                  |     |                   |     |               |
|  UNITED STATES   |      |       EUROPE     |     |    LATIN AMERICA  |     |  ASIA PACIFIC |
|                  |      |                  |     |                   |     |               |
--------------------      --------------------     ---------------------     -----------------
</TABLE>

Unless  otherwise  indicated,  the companies  referred to in the chart above are
wholly owned subsidiaries of Royal Ahold.
For a  detailed  list of  significant  subsidiaries,  proportions  of  ownership
interest and, if different, proportion of voting power, see Item 19 "Exhibits".

Our Address
Company Address                 Mailing Address           Ahold USA
Royal Ahold                     P.O. Box 3050             14101 Newbrook Drive,
Albert Heijnweg 1               1500 HB  Zaandam          Corporate Point #2
Zaandam, The Netherlands        The Netherlands           Chantilly, VA 20151
                                                          United States

                                       11

<PAGE>

Retail Trade - Overview

We are an  internationally  diverse food provider with  operations in the United
States,  Europe, Latin America and Asia Pacific. Our retail business consists of
our retail  chain  sales,  sales to  franchise  stores  and sales to  associated
stores.
As of the end of fiscal 2001, we operated or serviced  8,842  stores,  including
1,153 franchise stores and 2,625 associated stores. Over 78% of these stores are
supermarkets.  In some local  markets,  we have  expanded  into  other  formats,
including  specialty  retailing,  hypermarkets,  cash and carry and  convenience
stores.  The majority of our  franchise  stores are located in The  Netherlands,
while  associated  stores are found in Scandinavia and in The Netherlands (For a
detailed  description  of our franchise and  associated  stores,  please see the
section  "Retail Trade - Europe" of this Item 4). The following  table sets out,
as of the end of fiscal 2001,  store count by company stores,  franchise  stores
and associated stores, along with changes in store counts:

                    Company, Franchise and Associated Stores
<TABLE>
<CAPTION>

                                                      As of Fiscal Year End 2001

                                    Company        Franchise    Associated     Company   Franchise     Total
                           Supermarkets (1) Supermarkets (1)      Stores     Other (2)   Other (2)
                           ---------------- ----------------      ------     ---------   ---------     -----
<S>                                   <C>                <C>           <C>       <C>         <C>       <C>
United States                         1,223                5              --       378         9       1,615
Europe                                1,902              633           2,625       849       506       6,515
Latin America                           379               --              --       229        --         608
Asia Pacific                            104               --              --        --        --         104
                                        ---               --              --        --        --         ---
Total                                 3,608              638           2,625     1,456       515       8,842
                                      =====              ===           =====     =====       ===       =====
</TABLE>
----------
(1)  Includes  grocery  stores and food retail  stores  considered  supermarkets
     under local market conditions.
(2)  Includes certain  specialty retail stores in The Netherlands,  hypermarkets
     mostly in Portugal,  Scandinavia  and Brazil,  minimarkets  in Brazil,  and
     convenience stores in the United States.

                       Changes in Consolidated Store Count

                                             Fiscal Year
                                             -----------
                                    2001             2000              1999
Beginning of period                8,600            4,640             4,166
Opened/acquired                      760            4,184               681
Disposed                            (518)            (224)             (207)
                                   ------           ------            ------
End of period                      8,842            8,600             4,640
                                   ======           ======            ======

Retail Trade in the United States

We have established  ourselves,  through  acquisitions and organic growth,  as a
leading  food  retailer  in the  United  States,  operating  in 18 states in the
eastern United States and  Washington,  D.C. Based on fiscal 2001 sales, we were
among the top seven food  retailers in the United  States.  While  management of
each individual  chain is responsible for its  merchandising,  store formats and
marketing strategies, the operations of the six regional operating companies and
Peapod, our e-commerce retail company,  are coordinated as a group through Ahold
USA. Each chain operates in its own local marketing area.
One  common  feature  of each US  subsidiary's  strategy  has  been to  focus on
maximizing consumer value,  optimizing store sizes and upgrading the quality and
the number of services offered to consumers.  Ahold  USA has undertaken a number
of projects to improve operational  efficiency by partially centralizing certain
common functions of its subsidiaries to take advantage of possible  economies of
scale.  Ahold USA has three integrated companies,  American Sales Company, Ahold
Information  Services and Ahold  Financial  Services,  which  service its retail
operations. American Sales Company provides purchasing and distribution services
in health and beauty care items and general  merchandise to our US subsidiaries.
Ahold Information Services operates a data processing center on behalf of all of
our retail US subsidiaries,  facilitating their information  systems operations.
Ahold Financial  Services provides  accounting and financial services to four of
our US subsidiaries and is expected to service the remaining subsidiaries by the
end of 2003.

                                       12


<PAGE>

Efficiency has been further improved by the establishment of a number of working
groups,  composed  of  representatives  of  each of our US  subsidiaries,  whose
objective  is  to  identify  and  implement  operational  "best  practices"  and
potential  efficiency  improvements  across  the  various  subsidiaries.  Our US
subsidiaries  have initiated  projects that include advanced product  purchasing
systems,  joint private label  purchasing  and a more unified  approach to store
construction.

Operating Company Information
In the United States, we operate six retail operating  companies and Peapod, our
e-commerce  retail  company.  The table that  follows  sets out, for the periods
indicated,  net sales in  millions  of dollars  and store  counts for our retail
trade operations in the United States. Net sales for fiscal 2001 include Bruno's
results  for  December.  Net sales for  fiscal  2000  reflect  Peapod's  results
beginning  from  the  end  of  the  second   quarter.   Fiscal  1999  sales  for
Giant-Carlisle  include the net sales for the  Edwards  division  stores.  These
stores were transferred to Stop & Shop in fiscal 2000.

                      US Retail Trade Sales and Store Count
<TABLE>
<CAPTION>

                                                          As of and for the Fiscal Year Ended
                                                  2001                    2000                   1999
                                                 -----                   ------                  ----
                                                                 (sales in millions)
                                             $ Net      Store Count $ Net       Store Count  $ Net      Store Count
                                             Sales                  Sales                     Sales
                                             ------     ----------- -------     -----------  ------     -----------
<S>                                          <C>          <C>        <C>          <C>        <C>          <C>
Stop & Shop                                   8,779         321       7,723         274       5,958         202
Giant-Carlisle                                2,473         107       2,196          96       3,385         156
BI-LO                                         3,619         446       3,423         422       3,001         281
Tops                                          3,017         370       2,785         342       2,695         248
Giant-Landover                                5,115         186       4,780         179       4,512         176
Bruno's                                         106         185          --          --          --          --
Peapod                                           97          --          45          --          --          --
                                             ------       -----      ------       -----      ------       -----
Total United States (1)                      23,206       1,615      20,952       1,313      19,551       1,063
                                             ======       =====      ======       =====      ======       =====

</TABLE>
----------
(1)  In  February  2001,  certain  of our US  subsidiaries  sold  34  stores  to
     unaffiliated  purchasers.  The purchasers then leased the properties to our
     wholly-owned subsidiaries.  For a further discussion of the leveraged lease
     transactions,  please  see  Item 5  "Operating  and  Financial  Review  and
     Prospects".


Stop & Shop
We acquired Stop & Shop in July 1996.  Stop & Shop,  which is  headquartered  in
Quincy, Massachusetts,  pioneered the superstore concept in New England in 1982.
In February  2001,  Stop & Shop  acquired  36  supermarkets  from C&S  Wholesale
Distributors,  which  previously  purchased the locations from Grand Union.  The
supermarkets are located mainly in New Jersey and New York and were converted to
the Stop & Shop  format  during the first  quarter of fiscal  2001.  Stop & Shop
operated 321 superstores and  conventional  supermarkets as of the end of fiscal
year 2001, which are located in Massachusetts,  Connecticut,  Rhode Island,  New
Jersey and New York.

Giant-Carlisle
Based in Carlisle, Pennsylvania,  Giant-Carlisle operated 107 supermarkets as of
the  end  of  fiscal  2001.  The  stores  operate  under  the  name  "Giant"  in
Pennsylvania  and under  the name  "Martin's"  in  Maryland,  Virginia  and West
Virginia. We acquired Giant-Carlisle in 1981.

BI-LO
We acquired BI-LO, based in Mauldin, South Carolina, in 1977. In May 2000, BI-LO
acquired the Golden  Gallon  chain,  which  operates  convenience  stores in the
Southeastern  United  States.  As of the end of fiscal 2001,  BI-LO operated 306
supermarkets and 140 Golden Gallon convenience  stores in South Carolina,  North
Carolina, Tennessee, Alabama and Georgia.

                                       13

<PAGE>

Tops
We acquired Tops in March 1991. In February 2001,  Tops acquired 20 supermarkets
from C&S Wholesale  distributors,  which previously purchased the locations from
Grand Union.  The supermarkets are located in New York and were converted to the
Tops format  during the first  quarter of fiscal  2001.  As of the end of fiscal
2001,  Tops owned and operated 145  supermarkets  under the name "Tops  Friendly
Markets" and 211 neighborhood  food stores under the name "Wilson Farms".  As of
the end of fiscal 2001, Tops also had five independent  supermarket  franchisees
operating under the "Tops Friendly Markets" name and nine franchise neighborhood
food stores. Tops' primary markets are Buffalo and Rochester,  both in the State
of New York, as well as markets in Cleveland, Ohio and Northern Pennsylvania

Giant Food ("Giant-Landover")
In October 1998, we acquired Giant-Landover,  based in Landover, Maryland. As of
the end of fiscal  2001,  Giant-Landover  operated a chain of 186 retail  stores
selling food, health care items and general  merchandise in Maryland,  Virginia,
Delaware, New Jersey and the District of Columbia.  Giant-Landover also operates
four free-standing drugstores.

Bruno's Supermarkets
In December 2001, we acquired  Bruno's  Supermarkets,  which is a prominent food
retailer based in Birmingham, Alabama. Bruno's operates 185 supermarkets,  under
the  banners  of Food  World,  Food  Max and  Food  Fair  in  Alabama,  Florida,
Mississippi and Georgia.

Peapod
In June 2000, we acquired convertible  preferred stock and common stock warrants
of Peapod Inc.,  giving us a  controlling  interest in Peapod.  In July 2001, we
acquired the remaining issued and outstanding  shares of common stock of Peapod.
Peapod is an on-line  grocer  based in  Chicago,  Illinois  with  operations  in
Chicago and on the east coast of the United States. Additionally, Peapod and two
of our other operating companies, Stop & Shop and Giant-Landover, have teamed up
to provide  internet  service in Southern  Connecticut,  Boston,  Massachusetts,
Washington D.C. and Baltimore, Maryland.

Retail Trade in Europe

Operating Company Information
In  Europe  we  have  significant   retailing  operations  in  The  Netherlands,
Scandinavia, Portugal, the Czech Republic, Poland and Spain. The following table
sets out,  for the periods  indicated,  net sales in millions of Euros and store
counts, for our retailing operations in Europe:

                                       14

<PAGE>


                   European Retail Trade Sales and Store Count

<TABLE>
<CAPTION>
                                                                  As of and for the Fiscal Year Ended
                                                                  -----------------------------------
                                                             2001                   2000                   1999
                                                     ---------------------   -------------------    -------------------
                                                                      (sales in millions of EUR)
                                                     Net                     Net                    Net
                                                     Sales      Store Count  Sales   Store Count    Sales   Store Count
                                                     -----      -----------  -----   -----------    -----   -----------
<S>                                                  <C>        <C>          <C>     <C>            <C>     <C>
The Netherlands
   Albert Heijn company stores                        4,654          479     4,543          508     4,397          516
   Albert Heijn franchise stores                        861          207       768          201       730          238
   Etos                                                 359          496       315          480       291          460
   Gall & Gall                                          221          493       211          486       215          488
   Schuitema company stores (1)                         677           48       165          128        --           --
   Schuitema associated stores (1)                    2,168          467     1,971          423     1,831          453
   Other                                                 38          143        36          142        35          134
Scandinavia (1)
   Sweden associated/franchise stores                 4,183         1846     2,999        1,958        --           --
   Norway company stores                              1,483          792       985          375        --           --
   Norway associated/franchise stores                   580          312       440          767        --           --
   Denmark                                              171           12        --           --        --           --
   Baltic States                                        124           29        57           24        --           --

Portugal (1)                                          1,562          198     1,467          210     1,341          196
Czech Republic                                          792          205       598          190       455          173
Poland                                                  553          165       393          149       221          115
Spain                                                 1,993          623       518          582       351          185
                                                     ------        -----    ------        -----     -----
Total Europe                                         20,419        6,515    15,466        6,623     9,867        2,958
                                                     ======        =====    ======        =====     =====        =====
</TABLE>
----------

(1)  These  subsidiaries are not wholly-owned by us. For more  information,  see
     Item 19 "Exhibits".

The Netherlands
We pioneered the  supermarket  concept in The  Netherlands and are currently the
leading  Dutch food  retailer  through our Albert Heijn brand,  both in terms of
sales volume and store count. As of the end of fiscal 2001, Albert Heijn had 686
stores,  including  207  franchise  stores,  with an average sales area of 8,317
square feet.

Albert Heijn also operates five distribution  centers for grocery products and a
number of processing and other distribution facilities for produce.

The franchise stores typically  operate in smaller market areas under the Albert
Heijn formula and are not  distinguishable  from company-owned  stores. For each
franchise, Albert Heijn has agreed to provide:

o    merchandise at wholesale prices, including a franchise fee;
o    various support services, including logistical and warehouse services; and
o    management  support and training,  marketing support and administrative and
     financial assistance.

Franchise  agreements typically have a term of five years, and are renewable for
additional five-year terms.  Franchise stores are primarily smaller stores, with
an average sales area of 2,098 square feet.

In  November  2001,  Albert  Heijn  teamed up with four of Ahold's  other  Dutch
operating companies (Deli XL foodservice operations, Gall & Gall wine and spirit
stores,  Etos health and beauty care stores and De Tuinen  natural  products) to
provide  customers with an  internet-based  home delivery  system.  The new home
delivery  service  operates under the name "Albert" and offers customers a broad
selection of products from any of the five companies.

                                       15

<PAGE>


Other retailing in The Netherlands includes our specialty retailing  operations,
which are  organized as a separate  group.  The  companies in this group include
Gall & Gall, Etos and De Tuinen,  which operates as a subsidiary of Etos. Gall &
Gall operates wine and spirit stores,  and Etos operates stores  specializing in
health and beauty care and De Tuinen operates natural products stores. As of the
end of 2001, Gall & Gall operated 327 stores and supplied 166 franchise  stores,
while Etos  operated  237 stores,  including  De Tuinen  stores and supplied 259
franchise stores. Other specialty operations also include  confectionery stores,
operating under the name "Jamin".

We own 73% of the outstanding shares of Schuitema,  a Dutch wholesaler that also
owns  supermarkets  and  hypermarkets and provides retail support to independent
retailers.  As of the end of fiscal 2001,  Schuitema owned 43  supermarkets  and
five  hypermarkets  and  provided  goods and  services to 467  independent  food
retailers mainly operating under the trade name C1000. Sales to these associated
stores accounted for over 80% of Schuitema's net sales for fiscal 2001. Prior to
the end of fiscal 2001, these sales to associated stores were classified as part
of the previously  named "Food  wholesaling and food supply"  business  segment.
Schuitema  also supports these  independent  member  retailers,  on a commercial
level  by  providing  trademarks  and  support  services,  including  purchasing
support,  and  in  some  instances,  financially.  In  October  2000,  Schuitema
completed its acquisition of 123 A&P supermarkets and six hypermarkets  from the
Dutch Hermans  Group.  All of the stores have been converted to the C1000 format
except for 43 supermarkets and five  hypermarkets that continue to operate under
the A&P banner.

Scandinavia
In April 2000, we acquired a 50% partnership  interest in the ICA Group ("ICA").
ICA is a prominent,  integrated food retail and wholesale group, servicing 2,991
retailer-owned  and company-owned  supermarkets,  superstores,  hypermarkets and
discount stores in Sweden,  Norway and the Baltic states.  ICA continued to grow
and expand during 2000 with the acquisition of stores in Latvia and Denmark.  In
August  2001,  the ICA Group  entered  into a 50/50  joint  venture  with  Dansk
Supermarked to develop and operate  discount  stores and  hypermarkets in Sweden
and  Norway.  Dansk  Supermarked  is the  operator of several  store  formats in
Denmark, Germany, Poland and the United Kingdom.

In Sweden,  ICA  supported  1,846 stores as of the end of fiscal  2001,  most of
which were  retailer-owned  and  operated.  ICA,  including  the  retail  stores
associated  with ICA,  has been a market  leader in Sweden  since 1966.  All ICA
retailers  in  Sweden  are  members  of  the  ICA  Forbundet   (ICA   retailers'
association). Approximately 40% of the ICA retailers, representing approximately
75% of the store sales,  have an ICA  agreement,  under which ICA has a minority
stake in the store and normally holds or rents the real estate or other premises
used by the retailer. There are also store format agreements with almost all ICA
stores, linking the stores and their market behavior together with ICA. The Rimi
discount stores operate under a franchise agreement, under which ICA, charging a
franchise fee, has agreed to provide the  trademark,  the general store concept,
various support services, including purchasing, management support and training,
marketing support and administrative and financial  assistance.  These franchise
agreements  typically have an indefinite term, but may be terminated by ICA in a
number of  circumstances  and by the  franchisee  by giving  three  months prior
notice. As of the end of fiscal 2001, ICA store portfolio  consisted of ICA Nara
neighborhood  stores,  ICA Kvantum large  supermarket  stores,  ICA  Supermarked
stores, MAXI ICA Stormarknad hypermarkets and Rimi discount stores.

In Norway, ICA's wholly owned subsidiary, Hakon Gruppen serviced 1,104 stores at
the end of fiscal 2001, which are either  company-owned or  retailer-owned  with
franchise agreements or with cooperation agreements. For each franchisee,  Hakon
Gruppen has agreed to provide products,  service and development  resources and,
in many cases owns or holds the premises and store  equipment  necessary for the
operations of the franchisee.  The franchise agreements typically have a term of
five years and are renewable for additional terms. In Norway, the Rimi format is
the  largest  food format in the  country,  though  Hakon  Gruppen is the second
largest in terms of retail market share. As of the end of fiscal 2001, the store
portfolio,   excluding  the  associated  stores  with  cooperation   agreements,
consisted of Rimi discount  stores,  ICA  supermarkets,  Sparmat stores and Maxi
hypermarkets. The associated stores use various store formats.

In March 2001,  ICA acquired an  additional  0.1% of ICA  Denmark,  bringing our
total ownership to 50.1%. As of the end of fiscal 2001, ICA Denmark  operated 12
supermarkets. In addition, ICA owns 29 stores in the Baltic states of Latvia and
Estonia, along with a non- consolidated joint venture in Lithuania.

ICA has a  non-consolidated  50/50 joint  venture  with Statoil  called  Statoil
Detaljhandel  Scandinavia AS ("Statoil  Retail").

                                       16

<PAGE>


As of the end of fiscal 2001, Statoil Retail operated and serviced approximately
1,500 Statoil gas stations and forecourt stores in Denmark, Norway and Sweden.

Portugal
In 1992,  we became a 49% partner with  Jeronimo  Martins,  SGPS,  S.A.  ("JM").
Through this partnership,  we created Jeronimo Martins Retail,  also referred to
as "JMR", in Portugal. JMR owns both Pingo Doce, which at the end of fiscal 2001
operated 175  supermarkets,  and Feira Nova,  which as of the end of fiscal 2001
operated 23 hypermarkets.  Pingo Doce is a major  supermarket chain in Portugal,
offering a wide  variety  of  products  at  competitive  prices.  The Feira Nova
hypermarkets offer a wide variety of food and non-food products at low prices.

Czech Republic
Ahold Czech  Republic,  formerly known as Euronova,  is a 99% owned  subsidiary,
which began food retail  operations in the Czech Republic in 1991. As of the end
of fiscal 2001, Ahold Czech Republic operated 205 food retail stores,  making it
one of the largest food retailers in the country as measured by sales volume. In
fiscal 2001 we expanded our operations to Slovakia and opened the first store in
December  2001. As of the end of fiscal year 2001,  we had 165 stores  operating
under the name "Albert", 31 "Hypernove"  mini-hypermarkets and seven "Hypernova"
hypermarkets operating in the Czech Republic and two supermarkets in Slovakia.

Poland
In  1995,  we   established   a  50/50  joint   venture  with  German   retailer
Allkauf-Gruppe  to develop  retail  operations  in Poland.  In January  1999, we
purchased  Allkauf-Gruppe's  share of the joint  venture and renamed the company
Ahold  Polska in  February  1999.  As of the end of fiscal  2001,  Ahold  Polska
operated  84  discount  food  stores   operating  under  the  name  Albert,   63
supermarkets  operating also under the name Albert,  15  hypermarkets  and three
other stores in Poland.

Spain
In 1998,  we  acquired  15 stores in Spain from  Longinos  Velasco  through  our
wholly-owned subsidiary Ahold SuperMercados. In 1999, we expanded our operations
in Spain by acquiring Dialco, Dumaya,  Castillo del Barrio,  Guerrero,  Mercasol
and Las Postas supermarket chains which operated a total of 160 stores.

We  continued to grow in Spain during  fiscal 2000  through our  acquisition  of
Kampio, a prominent  regional  supermarket  chain in Catalonia,  and Superdiplo,
which operates stores on the Canary Islands, in Andalusia and the greater Madrid
region. In July 2001, Superdiplo acquired Cemetro, a chain of 24 supermarkets in
the Canary  Islands.  As of the end of fiscal  2001,  we operated  623 stores in
Spain.

Retail Trade in Latin America

We  have  retail  operations  in  Brazil,  Argentina,   Chile,  Peru,  Paraguay,
Guatemala,  El Salvador and Honduras.  In January 2002,  our 50/50  partnership,
Paiz Ahold,  established  a new joint venture with CSU to operate food stores in
five  countries in Central  America.  For more  information,  see Item 5 "Recent
Developments"  of this annual  report.  The  following  table sets out,  for the
periods  indicated,  net sales in  millions  of Euros and store  count,  for our
retailing  operations in Latin America:


             Latin  American  Retail Trade Sales and Store Count
<TABLE>
<CAPTION>

                                         As of and for the Fiscal Year Ended
                                       2001                    2000                1999
                               --------------------    ------------------    ------------------
                                            (sales in millions of EUR)
                               Net            Store    Net          Store     Net       Store
                               Sales          Count    Sales        Count     Sales     Count
                               -----          -----    -----        -----     -----     -----
<S>                            <C>            <C>      <C>           <C>      <C>        <C>
Bompreco                       1,274          110      1,515         106      1,167      100
Disco (1)                      2,143          236      2,174         235      1,652      213
Santa Isabel (1)                 771          118        764          96        678       95
La Fragua (1)                    712          144        629         130         --      122
                               -----          ---      -----         ---      -----
Total Latin America            4,900          608      5,082         567      3,497      530
                               =====          ===      =====         ===      =====      ===
</TABLE>

----------
(1)  These subsidiaries are not wholly-owned by us. For more information, please
     see Item 19 "Exhibits".

                                       17

<PAGE>

Brazil
In December 1996, we entered the Latin American market through an agreement with
Bomprecopar  S.A. Under this agreement we indirectly  acquired 50% of the voting
shares and 50.1% of the total capital of Bompreco S.A. Supermercados do Nordeste
or "Bompreco". Bompreco is the leading food retailer in north-eastern Brazil. In
June  1997,  Bompreco  acquired  SuperMar,   a  regional  supermarket  chain  in
north-eastern  Brazil,  which was  subsequently  renamed Bompreco Bahia S.A. All
Bompreco Bahia stores operate under the Bompreco and Hyper  Bompreco  names.  In
July 2000,  we acquired the remaining 50% of the voting shares and an additional
10.9% of the  non-voting  shares of Bompreco.  In October  2001, we acquired the
remaining  non-voting  shares  of  Bompreco.  In July  2001,  we  acquired  five
hypermarkets from Carrefour. These hypermarkets were converted to Hiper Bompreco
in the  fall of  2001.  As of the end of  fiscal  2001,  Bompreco  operated  110
supermarkets,  hypermarkets and other food retail stores,  including 55 Bompreco
Bahia stores.

Argentina,  Chile,  Peru and Paraguay We continued to develop our Latin American
operations through our 55.9% partnership, Disco Ahold International Holdings, or
"DAIH",  with Velox Retail  Holdings which was  established in January 1998. The
partnership  controls a 99.6% stake in Disco, the largest supermarket company in
Argentina based on net sales,  and a 69.7% interest in Santa Isabel,  the second
largest  supermarket  company  in Chile  and Peru  based on net  sales  and with
operations in Paraguay. Ahold has certain contingent liabilities with respect to
outstanding indebtedness of Velox Retail Holdings. For more information on these
contingent  liabilities,  please see Note 20 "Commitments and  Contingencies" in
Item 18 of this annual report.

In 1999, Disco acquired the Supamer, Gonzalez and Pinocho supermarket chains. In
January 2000, Disco continued to expand acquiring 100% of the outstanding shares
of Supermercados Ekono S.A.  ("Ekono").  Disco operated 236 stores as of the end
of fiscal 2001.

In 2001, Santa Isabel expanded its operations in Chile by acquiring Supermacados
Agas S.A. Agas operated 17 large stores in Santiago, the capital of Chile. As of
the end of fiscal  2001,  Santa Isabel  operated  118 stores,  with 76 stores in
Chile, 31 in Peru and 11 in Paraguay.

Guatemala, El Salvador and Honduras
In  December  1999,  we  established  a 50/50  partnership,  Paiz  Ahold,  which
controlled an 80.5% stake in La Fragua, the leading  supermarket and hypermarket
company in Guatemala, with a presence in El Salvador and Honduras. As of the end
of fiscal  2001,  La Fragua  operated 110 stores in  Guatemala,  22 stores in El
Salvador and 12 in  Honduras,  comprised of discount  stores,  supermarkets  and
hypermarkets.

In November 2001,  Paiz Ahold entered into an agreement to establish  CARHCO,  a
joint  venture with CSU, the leading  supermarket  and  hypermarket  operator in
Costa Rica and  Nicaragua.  Paiz Ahold  holds a 66 2/3% stake and CSU holds a 33
1/3 stake in CARHCO.  The new joint  venture,  which brings  together the retail
activities of Paiz Ahold and CSU in Central America, operates 253 food stores in
five  countries  with annual  sales of  approximately  USD 1.3 billion  (EUR 1.5
billion).  CARHCO now holds the 80.5% stake in La Fragua that was formerly  held
by Paiz Ahold.

Retail Trade in Asia Pacific

In 1999, we restructured our presence in Asia Pacific,  focusing on Thailand and
Malaysia. As a result, we sold our stake in unprofitable operations in China and
our  partnership  in  Singapore  sold its 14 stores to Dairy Farm  International
during the fourth  quarter of 1999. In 1996 we formed a partnership in Malaysia,
with  companies  of the  Kuok  Group.  The  Malaysian  partnership,  Ahold  Kuok
Malaysia,  acquired  the  Parkson  and  Looking  Good store  chains in 1998.  In
December  2000,  we  became  100%  owner of our  Malaysian  operations  (after a
reduction  in 1998 to 52% and an  increase  to 65% in 1999),  that  included  39
stores as of the end of fiscal 2001.

Early in 1997,  we entered  into a 49%-owned  partnership  in Thailand  with the
Central Robinson Group, CRC Ahold Thailand.  In 1998, we acquired 100% ownership
of  the  partnership,  subject  to  repurchase  options  of up  to  50%  of  the
outstanding shares granted to the Central Robinson Group. CRC Ahold Thailand was
consolidated in our financial  statements in 1998. As of the end of fiscal 2001,
CRC Ahold Thailand operated 44 stores in Thailand.

                                       18


<PAGE>

In July 1997,  we entered  into a technical  assistance  agreement  with the PSP
Group in Indonesia in connection with the potential development of a supermarket
chain in that country.  As of the end of fiscal 2001,  the PSP Group operated 21
stores in Indonesia.

As of the end of fiscal 2001,  we,  partly  through  partnerships,  operated 104
retail  stores in Asia Pacific.  We believe  that,  despite the losses in fiscal
years 1999, 2000 and 2001, the Malaysian, Thai and Indonesian retail food market
offer medium to long term opportunities for expansion and growth.

Food Service

The United States
In April 2000,  we acquired U.S.  Foodservice.  U.S.  Foodservice  is the second
largest food service  distributor in the United  States,  based on its net sales
for fiscal 2001.  U.S.  Foodservice  continued to expand its  operations in 2000
through its acquisition of PYA/Monarch.  U.S. Foodservice sells food and related
products to  restaurants  and other  institutional  food service  establishments
through its national  distribution  networks.  U.S.  Foodservice also purchases,
stores, markets and transports food products,  paper products and other supplies
and food  related  items for  establishments  that prepare and serve meals to be
eaten away from home.

In February 2001, U.S.  Foodservice  acquired Parkway Food Service,  a broadline
food  service  distributor  in  western  Florida.  Parkway  services  over 1,000
customers, mostly restaurants,  schools, universities and healthcare institutes.
Parkway was consolidated in our financial  statements as of the first quarter of
fiscal 2001.

In May 2001, U.S.  Foodservice  acquired Mutual Wholesale  Company,  a broadline
food service  distributor  in Florida.  Mutual  services  over 4,200  customers,
including restaurants, schools, universities and healthcare institutions. Mutual
was consolidated in our financial  statements as of the second quarter of fiscal
2001.

In November 2001, U.S.  Foodservice  acquired  Alliant  Exchange,  Inc.  Alliant
services  approximately  125,000  healthcare,   restaurant,  lodging  and  other
institutional accounts across the United States. Alliant was consolidated in our
financial statements since December 2001.

As of the end of fiscal  2001,  U.S.  Foodservice  operated  111  marketing  and
distribution outlets and serviced approximately 300,000 customers.

Europe
We are a  leading  food  service  distributor  in The  Netherlands  through  our
subsidiary, Deli XL. Deli XL provides a wide range of food and non-food products
to  hospitals,  schools and other  hospitality  enterprises,  such as hotels and
restaurants.

In October 2000,  Deli XL acquired  Belgian food service company MEA-De Wilde-De
Loore ("MEA") from Compass Group plc. As of January 1, 2001,  MEA operated under
the name Deli XL. Based in  Charleroi,  Deli XL is the market leader in Belgium.
In July 1999,  Royal  Ahold  acquired  Gastronoom,  a Dutch  institutional  food
supplier, for EUR 152 million,  including  interest-bearing debt. Gastronoom was
combined with Deli XL's operations.

In Sweden,  we engage in food  service  activities  through our 50%  partnership
interest in ICA under the name "ICA  Menyforetagen".  ICA Menyforetagen  manages
operations in restaurant catering and convenience stores.

Other Activities

Real Estate
As of the end of fiscal  2001,  we  operated  two real estate  companies  in the
United States, under the names Ahold Real Estate Company or "ARC" and Ahold Real
Properties  or "ARP" and one real estate  company in The  Netherlands  under the
name Ahold  Vastgoed  or "AVG".  Our real  estate  companies  are engaged in the
acquisition, development and management of store locations in the United States,
The  Netherlands,  Spain,  the Czech  Republic,  Slovakia  and Poland.  For more

                                       19


information   on  our  real  estate   companies,   see  below  under   "Property
Information".

Production
In The  Netherlands,  we  operate  a food  production  company  under  the  name
"Marvelo", which was renamed "The Coffee Company" in fiscal 2001. The company is
principally  engaged in  producing  a portion of Albert  Heijn's  private  label
products  and  selling to third  parties.  In fiscal  2001,  we sold four of our
product lines (wine, tea, nuts and peanut butter and chocolate spreads) to third
parties, retaining our coffee activities.

Unconsolidated Companies

We had investments of EUR 424 million in unconsolidated  companies as of the end
of fiscal 2001,  relating  primarily to  investments  by ICA in Statoil  Retail.
Other investments  include our interest in Luis Paez SA, a Spanish wine producer
and ICA Banken AB, a financial banking service in Scandinavia.

Property Information

As of the end of fiscal 2001,  we operated  6,789 retail  stores and 461 support
facilities   (warehouse/distribution   centers,   offices  and  food  processing
facilities).  Of these  locations,  17% were  owned by us,  8% were  held  under
capital leases and 75% were held under  operating  leases.  The following  table
summarizes our property locations as of the end of fiscal year 2001, by industry
and geographic segment:

<TABLE>
<CAPTION>
                                                               Percentage of locations
                                                               -----------------------
                        Retail     Sales   Support                        Capital  Operating
                        Stores     Area    Facilities  Total    Owned     lease      Lease
                        -------   -------  ---------- -------   -----     -------  ---------
                                 (sq, ft.)
                                 ---------
<S>                     <C>      <C>       <C>        <C>       <C>       <C>      <C>
Retail Trade
------------
United States            1,609    39,987        50    1,659       11%       30%        59%
Europe                   4,468    43,714       188    4,656       17%        1%        82%
Latin America              608    10,022        60      668       37%        1%        62%
Asia Pacific               104     1,957        13      117       10%       26%        64%
                           ---     -----        --      ---
                         6,789    95,680       311    7,100       17%        8%        75%
                         =====    ======       ===    =====       ===        ==        ===

Food Service
------------
United States               --        --       119      119       43%        2%        55%
Europe                      --        --        27       27       52%        0%        48%
                            --        --        --       --
                            --        --       146      146       45%        1%        54%
                            ==        ==       ===      ===       ===        ==        ===

Other Activities
----------------
Europe                      --        --         4        4        0%        0%       100%
----------
</TABLE>

Retail Trade
In the  United  States,  our  subsidiaries  operated  1,609  retail  stores,  29
distribution  centers, 2 production facilities and 19 office locations as of the
end of fiscal 2001. In February  2001,  certain of our US  subsidiaries  sold 34
retail  stores and 12  non-retail  properties to  unaffiliated  purchasers.  The
purchasers then leased the properties to one of our  wholly-owned  subsidiaries.
For a further discussion of the leveraged lease transactions,  please see Item 5
"Operating and Financial Review and Prospects -Financing Activities". All of our
retail  operations  in the United States are in the eastern part of the country.
The terms of leases in the United States typically range from 10 to 25 years and
contain  renewal  options.  Also in the United States,  our retail  subsidiaries
lease or own 788 other sites which are generally former supermarket locations or
sites held for future development. Of these additional sites not in company use,
55% have been subleased to third parties.

In The Netherlands,  we operated a total of 1,980 stores and support facilities,
not including  associated  stores as of the end of fiscal 2001, mainly under the
names of Albert Heijn,  Gall & Gall, Etos, Jamin, Ter Huurne and A&P. The stores
in The

                                       20

<PAGE>

Netherlands   are   generally   rented  under   contracts   which   provide  for
non-cancelable,  five to ten year periods with renewal  options,  and with rents
which may be  adjusted  annually  based on  predetermined  indices.  Our  retail
companies in The  Netherlands  also own or lease 15 other  sites,  which are not
currently being used for our own operations,  of which 6% have been subleased to
third parties.

As of the end of fiscal 2001, we also operated 636 stores and support facilities
in Spain,  204 in  Portugal,  174 in  Poland,  209 in the Czech  Republic,  2 in
Slovakia and 1451 in  Scandinavia,  not  including  associated  stores which are
supplied  by ICA,  since  some of these  associated  stores  are  owned by third
parties and subleased to the  independent  retailers  operating  the  associated
stores.  Lease terms on these properties generally range from five to ten years,
with renewal  options.  Additionally,  630 other locations are controlled by our
subsidiaries in these countries,  which are not currently being used for our own
operations, of which 89% have been subleased to third parties.

In Latin  America,  we operated 608 retail  stores,  31distribution  centers,  9
production  facilities  and 20 office  locations  as of the end of fiscal  2001.
Leased locations  generally  operate under lease terms of four to ten years with
renewal  options.  Our retail  companies in Latin  America also control  71other
stores  and one  warehouse  that are not  currently  in use,  of  which  30% are
subleased to third parties.

As of the end of fiscal 2001,  our Asia Pacific  operations  included 104 retail
stores,  five  distribution  centers,  one production  facility and seven office
locations. Leased facilities operate under lease terms of five to ten years.

Food Service
In the United  States,  we  operated  111  distribution  centers,  3  production
facilities  and 5 office  locations as of the end of fiscal 2001 under the names
of U.S. Foodservice,  PYA/Monarch and Alliant. Additionally,  these subsidiaries
controlled 6 other facilities, which are currently not in use.

In Europe,  we operated 24 distribution  centers in The Netherlands and Belgium,
one of which is partially  used for office  space,  and one office  location for
Deli XL.  Additionally,  Deli XL controls one  warehouse  that is currently  not
being used.  We also  operated two  distribution  centers  under the name of ICA
Menyforetagen in Scandinavia.

Other Activities
Other  activities  consist  of one  production  facility  operated  by our  food
processing company in The Netherlands under the name of "The Coffee Company" and
three corporate  offices  located in The  Netherlands and Belgium.  All of these
facilities are currently leased.

Real Estate
As of the end of fiscal 2001, we operated three real estate  companies,  ARC and
ARP, both of which are in the United States,  and one in The  Netherlands  under
the name of AVG. These companies are involved in the  acquisition,  development,
and management of retail sites in support of our retail operations. In doing so,
the real estate  companies  may own or lease  individual  store sites,  shopping
centers or buildings.  Locations  controlled by these real estate  companies and
rented to our  consolidated  subsidiaries  are  included in the "Store,  Support
Facilities and Related  Leases" table above under the segment using the property
and are included as owned or leased based on the interest of ARC, ARP or AVG.

In addition to the locations rented to our companies,  the real estate companies
may own or lease locations which are adjacent to our store sites, locations held
for future development or rented to third-parties.

As of the end of fiscal 2001, ARC and ARP controlled a total of 208  properties,
almost  all of  which  are  rented  to our  subsidiaries.  AVG  controlled  1739
properties of which 85% are rented to our subsidiaries.

Expansion Plans
For a  discussion  of our plans to  construct,  expand and  improve  facilities,
please see Item 5  "Operating  and  Financial  Review and  Prospects - Strategic
Outlook".

                                       21

<PAGE>

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

In this section,  we explain our general financial  condition and the results of
our operations.  As you read the following  discussion and analysis,  you should
refer to our consolidated financial statements and the related notes thereto for
fiscal years 2001, 2000 and 1999 contained in Item 18 of this annual report.  We
prepare our consolidated financial statements in accordance with Dutch GAAP. See
Note  27 to  the  consolidated  financial  statements  for a  discussion  of the
differences  between  Dutch GAAP and US GAAP,  which  apply to our  consolidated
financial statements. Our results for fiscal year 1999 were affected by the full
year  results  Giant-Landover,  Santa Isabel and Disco,  which were  acquired in
1998, as well as the July 1999 acquisition of Gastronoom and several supermarket
chains in Spain.  Our  results for fiscal  2000 were  affected by the  operating
results of U.S. Foodservice and ICA which were consolidated  beginning April 23,
2000  and  May 1,  2000,  respectively.  Our  results  were to a  lesser  extent
influenced by the operating results of the acquisition of PYA/Monarch. In fiscal
2001, our results reflect the full year impact of the acquisitions  that we made
in fiscal 2000, particularly U.S. Foodservice, ICA and PYA/Monarch. In addition,
results were influenced by several smaller  acquisitions made in 2001, including
Mutual and the former Grand Union stores.

Overview

Net sales in fiscal 2001 were EUR 66,593 million  compared to EUR 51,542 million
in fiscal 2000 and EUR 32,824 million in fiscal 1999,  representing increases in
net sales of 29% in fiscal 2001 and 57% in fiscal  2000.  Net earnings in fiscal
2001 were EUR 1,114 million compared to EUR 1,116 million in fiscal 2000 and EUR
752 million in fiscal 1999,  representing  a decrease in net earnings of 0.2% in
fiscal 2001 and an increase of 48% in fiscal  2000.  Earnings  per common  share
were  EUR  1.25,  EUR  1.49  and  EUR  1.13  in  fiscal  2001,  2000  and  1999,
respectively,  representing  a decrease of 16% in fiscal 2001 and an increase of
32% in fiscal 2000.  Excluding the effects of goodwill  amortization  of EUR 167
million, restructuring charges for U.S. Foodservice of EUR 106 and the Argentine
Peso  devaluation  of EUR 214 million,  less the tax effect and  minority  share
interest of EUR 76 million,  net earnings  increased by 36% to EUR 1,525 million
in fiscal 2001.  Earnings per share before goodwill  amortization  (EUR 0.15 per
share)  restructuring  charges for U.S.  Foodservice (EUR .08 per share) and the
impact of the Argentine Peso  devaluation  (EUR 0.25 per share) increased by 16%
to EUR 1.73 in fiscal 2001.

Forward-Looking Statements

For a discussion  regarding  forward-looking  statements,  see  "Forward-Looking
Statements" in the front of this annual report under the heading "Introduction".

Critical Accounting Policies

The preparation of Ahold's consolidated financial statements 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 financial  statements  and the reported  amounts of revenues and expenses
during the reporting  period.  On an on-going  basis,  management  evaluates its
estimates and judgments, including those related to customer incentives, product
returns, bad debts, inventories,  investments,  intangible assets, income taxes,
financing   operations,    restructuring   costs,   retirement   benefits,   and
contingencies  and litigation.  Management  bases its estimates and judgments on
historical  experience  and on various  other  factors  that are  believed to be
reasonable  under the  circumstances,  the  results  of which form the basis for
making  judgments about the carrying  values of assets and liabilities  that are
not readily  apparent from other  sources.  Actual results may differ from these
estimates under  different  assumptions or conditions.  Management  believes the
following  critical  accounting   policies,   among  others,   affect  its  more
significant  judgments and estimates used in the preparation of its consolidated
financial statements.

Revenue Recognition

Revenues  are  recognized  at the  point of sale to  retail  customers  and upon
delivery of inventory to franchised and associated  stores.  Royal Ahold records
shipping and handling costs billed to customers as sales  revenues.  Promotional
discounts  issued by the Company are recorded upon  redemption as a reduction of
sales.  Costs  incurred  for  shipping  and  handling  are  included in "Selling
expenses". Income for in-store promotions, merchant coupons, or other incentives
from suppliers that

                                       22

<PAGE>

are  non-refundable   credits  or  payments  are  recognized  when  the  related
activities that are required by the supplier are completed,  the amount is fixed
and determinable and the  collectability is reasonably  assured.  This income is
generally  included  as an offset  of "Cost of  sales."  The total  value of any
up-front or other  periodic  payments  received  from vendors that are linked to
purchase  commitments  is  initially  deferred.  The  deferred  amounts are then
amortized to reduce cost of goods sold over the life of the contract  based upon
periodic  purchase  volume.  The total value of any  up-front or other  periodic
payments  received from vendors that are not linked to purchase  commitments  is
also  initially  deferred and  recognized in income when earned.  Funds that are
directly linked to advertising commitments are recognized as a reduction of cost
of sales when the related advertising commitment is satisfied.  We also maintain
allowances  for  doubtful  accounts  for  estimated  losses  resulting  from the
inability of our customers to make required payments.

Coupons,  customer programs and incentive offerings are offered to our customers
while our vendors  provide us with  incentives and other payments under in-store
promotions or merchant  coupons  offered  directly to our  customers.  If market
conditions  were to decline,  Royal Ahold may take actions to increase  customer
incentive offerings possibly resulting in an incremental reduction of revenue at
the time the  incentive is offered.  Further,  the actions of our  suppliers may
vary, including increased incentives that may increase our gross profit or cease
such  programs  resulting  in a  reduction  of gross  profit.  If the  financial
condition  of Royal  Ahold's  customers  were to  deteriorate,  resulting  in an
impairment  of their  ability  to make  payments,  additional  doubtful  account
allowances may be required,  although,  as further  discussed in Item 11 of this
annual  report,  we do not believe we have any  exposures to credit risk at this
time in excess of the  accounts  receivable  currently  allowed  for.  Generally
accepted accounting  principles specify the conditions that the Company observes
in recording its revenue generating activities.  Accounting for sales incentives
and other similar consideration between a vendor, a retailer or a customer under
US GAAP is currently under review by the Financial  Accounting  Standards Board.
Although  the  Company  continues  to assess  the  effect of any  changes in the
standards,  we currently do not believe they will have a material  effect on our
consolidated financial statements.

Acquisitions, Impairment, and Consolidation of Businesses

In fiscal 2001, 2000, and 1999,  acquisitions were a key component of our growth
strategy in the United States,  in Europe and in the  relatively  underdeveloped
markets of Latin America and Asia Pacific.  We have  substantially  expanded our
business  through  acquisitions  and  new  partnerships.   At  the  date  of  an
acquisition,  we record the  estimated  fair values of the assets  acquired  and
liabilities assumed under the percentage ownership interest acquired.

The determination of the value of such assets and liabilities  acquired requires
management  to make  estimates  and  assumptions  that  affect our  consolidated
financial statements.  Our business acquisitions typically result in significant
tangible fixed assets,  goodwill and other intangible fixed assets, which affect
the amount of future  period  depreciation  expense,  amortization  expense  and
possible impairment write-downs that we will incur.

At the end of fiscal  2001,  the  Company  had EUR 14,071  million and EUR 5,649
million of tangible and intangible fixed assets, respectively, under Dutch GAAP,
accounting for approximately  61% of the Company's total assets.  Under US GAAP,
the  Company  had EUR 14,040  million  and EUR 16,914  million of  tangible  and
intangible  assets,  respectively,  or  approximately  71% of total  assets.  In
assessing the  recoverability  of the Company's  tangible and  intangible  fixed
assets, we must make assumptions regarding estimated future cash flows and other
factors to determine the fair value of the respective assets. If these estimates
or their related  assumptions  change in the future, the Company may be required
to record impairment  charges for these assets not previously  recorded.  During
fiscal  2001,  the  Company  did not record  any  impairment  losses  related to
tangible  and  intangible  fixed  assets  under Dutch GAAP.  Under US GAAP,  the
Company recorded  goodwill  impairment  write-downs of EUR 510 million for Disco
S.A. (See Note 27 to our  consolidated  financial  statements).  On December 31,
2001,  the  Company  adopted  the US  GAAP  Statement  of  Financial  Accounting
Standards No. 142, "Goodwill and Other Intangible  Assets," and will be required
to analyze  its US GAAP  goodwill  for  impairment  issues  during the first six
months of fiscal 2002, and then on an annual basis thereafter.

At the time of an acquisition,  management  also has to make certain  judgements
about what level of control Ahold will exercise over the newly acquired  entity.
Our   acquisitions   include   participation   in  certain  joint  ventures  and
partnerships   and  smaller   investments  in  other   companies.   Royal  Ahold
consolidates  all  companies  over which it exercises  control,  as evidenced by
majority ownership (51%) or through control of management.  Companies over which
Royal  Ahold  can

                                       23

<PAGE>

exercise  considerable  influence in terms of business and financial policy, and
where Royal Ahold owns more than a 20%  interest,  are  accounted  for using the
equity  method.  Other  unconsolidated  companies are stated at historical  cost
unless there is a permanent decline in value.

If circumstances were such that there was a change in control,  or we are deemed
not to control  management in one of our consolidated  subsidiaries,  this would
prevent us from  consolidating  its results of  operations  with ours.  Any such
determination  of whether we could  continue  to  consolidate  would be based on
whether we still have a "controlling  financial  interest" within the meaning of
Dutch and US GAAP. If we were to become unable to consolidate a subsidiary, that
subsidiary's  results  would no longer be  included  in our  operating  results.
Instead,  the proper  portion  would be reflected as a separate line item called
"Income  from  unconsolidated  companies"  in  our  consolidated  statements  of
earnings.  In addition, we would no longer be able to consolidate the assets and
liabilities  of that  subsidiary and would have to reflect the net investment in
the line item  "Investments  in  unconsolidated  companies" in our  consolidated
balance sheets. We could lose our controlling position if market conditions were
such that it would be more beneficial for us to sell a  participating  ownership
interest.

For  further   explanation  of  our   acquisitions   and  current   consolidated
subsidiaries and unconsolidated investments,  please see Item 4. "Information on
the Company" of this annual report and "Acquisitions and Consolidations" below.

Other Provisions, including Commitments and Contingencies

Provisions  are recorded for pensions,  loss  reserves,  bankruptcy  guarantees,
conversion costs, straight line rent and restructuring.  Under Dutch GAAP, these
provisions  are  recorded  when it is  reasonably  possible  that a loss  may be
incurred and the amount of the loss can be reasonably estimated.  Under US GAAP,
the Company  records  provisions for asserted and unasserted  claims at the time
they are probable and  reasonably  estimable.  In  recording  these  provisions,
management must make certain estimates and judgments  regarding  discount rates,
investment   returns  on  underlying  assets,  if  any,  future  costs  such  as
termination  benefits  and  closing  costs,  and the  probability  they  will be
incurred. While Ahold engages in extensive programs and processes to analyze its
exposure to these losses,  including  actively  monitoring  and  evaluating  the
quality of its pension  investments,  Ahold's provisions are affected by changes
in interest  rates,  investment  returns,  costs of completion and various legal
results.  Should actual interest rates,  investment returns, costs of completion
and legal  results  differ from Ahold's  estimates,  revisions to the  estimated
provisions  would be  required.  As of the end of fiscal  2001,  the Company has
other  provisions  recorded of EUR 1,576,570 and EUR 1,480,476  under Dutch GAAP
and US GAAP,  respectively.  The Company has also disclosed certain  commitments
and contingencies in the notes to the consolidated financial statements.

Income tax

The Company operates in various tax jurisdictions in the United States,  Europe,
Latin America and the Asia Pacific. Each of these jurisdictions utilize a set of
tax laws to which the  Company is  required to comply and the Company is subject
to  challenges  of any of the residing tax  authorities.  Carrying  value of the
Company's  net  deferred  tax assets  assumes  that the Company  will be able to
generate sufficient future taxable income in certain tax jurisdictions, based on
estimates and assumptions,  and continue  operating under the current and future
presently enacted tax rates. If these estimates and related  assumptions  change
in the  future,  the Company  may be  required  to record  additional  valuation
allowances  against its deferred tax assets  resulting in additional  income tax
expense  in the  Company's  consolidated  statement  of  operations.  Management
evaluates the realizability of the deferred tax assets and assesses the need for
additional  valuation  allowances at the end of each  quarter.  As of the end of
fiscal  2001,  the  Company  recorded  EUR 261 million of  valuation  allowances
related to its net deferred tax assets.

Financial Instruments and Other Financing Activities

To manage foreign exchange transactions Royal Ahold may from time to time invest
in derivative  financial  instruments.  Under Dutch GAAP,  gains and losses from
derivative  financial  instruments  that are  designated  as,  and deemed to be,
effective  hedges are deferred and are  recognized  in the statement of earnings
when the hedged  transactions occur. Gains or losses on instruments that are not
designated as, and deemed to be,  effective  hedges are  recognized  immediately
into

                                       24

<PAGE>

earnings.  Under  US  GAAP,  the  Company  adopted  SFAS  133,  "Accounting  for
Derivative  Instruments  and Hedging  Activities"  ("SFAS 133") as of January 1,
2001. The accounting  required  under SFAS 133 is more  prescriptive  than Dutch
GAAP on the overall  treatment and  definition  of a derivative,  when to record
derivatives,  classification of derivatives,  and when to designate a derivative
as a hedge. All derivatives, whether designated in hedging relationships or not,
are  required  to be  recorded  on the  balance  sheet  at  fair  value.  If the
derivative is designated as a fair value hedge, the changes in the fair value of
the derivative and the hedged item are recognized in earnings. If the derivative
is designated as a cash flow hedge,  changes in the fair value of the derivative
are  recorded in other  comprehensive  income  ("OCI"),  a component  of US GAAP
shareholders' equity, and are recognized in the income statement when the hedged
item affects earnings. Ineffective portions of changes in the fair value of cash
flow hedges are recognized in earnings.

In the  application  of  generally  accepted  accounting  principles  for  these
derivative  instruments,  particularly US GAAP, management makes judgments about
interest rates,  discount rates,  foreign exchange rates, future cash flows, and
the  effectiveness  of  hedges.  These  judgments  directly  affect the value of
derivative  instruments  placed on the  balance  sheet,  the  amount of gains or
losses recorded,  and the amount of gains and losses included in the calculation
of US GAAP comprehensive  income.  Should actual interest rates, discount rates,
foreign  exchange  rates,  future cash flows and  ultimate  hedge  effectiveness
differ from  Ahold's  estimates,  revisions  will have to be made to the amounts
recorded for derivatives in the period realized.

The derivative financial  instruments utilized by Royal Ahold, while appropriate
for hedging a particular  kind of risk,  are not  considered by management to be
specialized or high-risk and are generally available from numerous sources.  The
risk  associated  with  these  transactions  is  the  cost  of  replacing  these
agreements,  at current  market  rates,  in the event of default by the  counter
parties.  Management  regularly  evaluates  its  use of  financial  instruments,
including derivatives, and believes the risk of incurring such losses is remote.
Royal  Ahold  does not enter into  contracts  or  utilize  derivative  financial
instruments  for  speculative  purposes.  Contracts are generally for a duration
that is consistent with the anticipated related underlying exposures.

Inventories

We  value  our  inventory  at the  lower  of the  actual  cost  to  purchase  or
manufacture  the inventory  based on the first-in,  first-out  ("FIFO")  method,
weighted  average or the estimated  market value of the inventory.  We regularly
review  inventory  quantities  on hand and  record a  provision  for  excess and
obsolete  inventory based primarily on our estimated  forecast of product demand
and  production  requirements.  A  significant  increase  in the  demand for our
products  could  result  in a  short-term  increase  in the  cost  of  inventory
purchases while a significant  decrease in demand could result in an increase in
the amount of excess  inventory  quantities  on hand.  Our  estimates  of future
product demand may prove to be inaccurate, in which case we may have understated
or overstated the provision required for excess and obsolete  inventory.  In the
future, if our inventory were determined to be overvalued,  we would be required
to  recognize  such  costs  in our  cost  of  goods  sold  at the  time  of such
determination.  Likewise, if our inventory were determined to be undervalued, we
may have  over-reported our costs of goods sold in previous periods and would be
required to  recognize  such  additional  operating  income at the time of sale.
Therefore, although we make every effort to ensure the accuracy of our forecasts
of future product demand, any significant  unanticipated changes in demand could
have a  significant  impact  on the  value  of our  inventory  and our  reported
operating results.

Euro Conversion

On January 1, 1999,  certain member countries of the EU established a new single
currency  known as the Euro.  In the  course of 2001,  all  subsidiaries  in The
Netherlands,  Spain and  Portugal  prepared to switch to the Euro,  effective on
January 1, 2002.  The transition in all three  countries was seamless.  Expenses
related to the Euro conversion were charged against the provision established in
1999 in the amount of approximately EUR 14 million for fiscal 2001.

Acquisitions and Consolidations

Acquisitions are a key component of our growth strategy in the United States, in
Europe and in the  relatively  underdeveloped  markets of Latin America and Asia
Pacific.  We have substantially  expanded our business through

                                       25

<PAGE>

acquisitions and new partnerships in fiscal 2001, 2000 and 1999. Our acquisition
program has  considerably  broadened  the  geographical  scope of our  business.
Through the acquisitions and new partnerships completed in fiscal 2001, 2000 and
1999, we have  established  a  significant  presence in a number of new markets,
including  Scandinavia,  Guatemala,  Spain,  Brazil,  Argentina  and  Chile,  in
addition to significantly expanding operations in the United States.

During fiscal 2001, 2000 and 1999, we completed the acquisitions and partnership
investments  set forth below.  The store counts  indicated  below  represent the
number  of  stores  operated  at  the  time  of  acquisition,  unless  otherwise
indicated. Beginning in December 2000, goodwill was capitalized and amortized on
a  straight-line  basis  and was no longer  charged  directly  to  shareholders'
equity. As a result,  goodwill has been capitalized with respect to acquisitions
since December 2000.

o    Bruno's   supermarkets:   In  December  2001,  Royal  Ahold  completed  its
     acquisition of Bruno's  Supermarkets for a total cash consideration of $578
     million (EUR 644 million),  including assumed debt.  Bruno's is a prominent
     food retailer operating in the Southeastern  United States. The acquisition
     resulted in goodwill in the amount of EUR 104.1 million, which was assigned
     to the retail trade segment.  The results of Bruno's  operations  have been
     included in the consolidated  financial statements beginning December 2001.
     For further  information  relating to the  financing  of this  acquisition,
     please  see Item 5  "Operational  and  Financial  Review  and  Prospects  -
     Liquidity and Capital Resources - Financing Activities".

o    Alliant: In November 2001, U.S.  Foodservice acquired 100% of the shares of
     Alliant Exchange,  Inc. ("Alliant") for approximately $2.2 billion (EUR 2.5
     billion),  including  assumed debt.  Alliant is a food service  distributor
     that services  approximately  125,000 healthcare,  restaurant,  lodging and
     other  institutional  accounts  across the United  States.  The  results of
     Alliant's  operations  have been  included  in the  consolidated  financial
     statements  since  December of fiscal  2001.  The  acquisition  resulted in
     goodwill of EUR 1.7  billion,  which has been  assigned to the food service
     segment.  As a result of this  acquisition,  the  Company  is  expected  to
     further  expand its service area in the Midwest and Western  United States.
     It also  expects  to  reduce  costs and  create  significant  synergies  by
     streamlining  operations  with U.S.  Foodservice.  For further  information
     relating  to  the  financing  of  this  acquisition,   please  see  Item  5
     "Operational  and  Financial  Review and  Prospects - Liquidity and Capital
     Resources - Financing Activities".

o    Cemetro:   In  July  2001,   Superdiplo   completed  the   acquisition   of
     Supermercados  Cemetro for 11,061 million Spanish Pesetas, or approximately
     EUR 66  million.  Cemetro  operates  a chain  of 24  stores  in the  Canary
     Islands,  which are  particularly  geared  towards  servicing  the  tourist
     sectors. The acquisition resulted in goodwill of EUR 33 million,  which was
     assigned to the retail trade segment.

o    Mutual: In May 2001, U.S.  Foodservice acquired Mutual Wholesale Company, a
     broadline food service  distributor in Florida,  for  approximately EUR 134
     million, including assumed debt. Mutual services over 4,200 accounts, which
     include restaurants,  schools, universities and health care institutes. The
     acquisition  resulted in goodwill of EUR 83 million,  which was assigned to
     the food service segment.

o    Grand Union: In February 2001, two of Royal Ahold's US operating companies,
     Tops and Stop & Shop,  acquired  56  supermarkets  and eight sites from C&S
     Wholesale Distributors,  which acquired the locations from Grand Union, for
     approximately  $209  million  (EUR  233  million).  Stop &  Shop  completed
     integration of 36 stores and eight sites into their  operations  during the
     first half of fiscal 2001 and Tops integrated the remaining 20 stores.  The
     acquisition  resulted  in a total  of EUR 3  million  goodwill,  which  was
     assigned to the retail trade segment,  along with approximately $77 million
     (EUR 87 million) intangible lease rights.

o    Parkway: In February 2001, U.S.  Foodservice acquired Parkway Food Service,
     a broadline food service distributor in western Florida,  for approximately
     EUR 32 million.  Parkway services over 1,000 accounts,  mostly restaurants,
     schools,  universities and health care institutes. The acquisition resulted
     in  goodwill  of EUR 22 million,  which was  assigned  to the food  service
     segment.

o    Superdiplo:  Royal Ahold acquired 97.64% of the  outstanding  shares of the
     Spanish food retailer,  Superdiplo, S.A. by means of a public tender offer,
     in which  0.74 of a common  share of Royal  Ahold  was  offered  for  every
     Superdiplo

                                       26

<PAGE>

     share,  subject to certain  adjustments.  On January 3, 2001,  Royal  Ahold
     exchanged  36,849,875 newly issued Royal Ahold common shares for 49,797,129
     Superdiplo shares,  representing 97.64% of the outstanding share capital in
     Superdiplo.  Additionally, Royal Ahold exercised stock option rights during
     fiscal 2001,  which  brought the total share  ownership to 98.73% as of the
     end of fiscal 2001. In December 2001,  Royal Ahold commenced a tender offer
     for the additional shares of Superdiplo. The tender offer closed on January
     21, 2002,  resulting in Royal Ahold owning 99.97% of the outstanding  share
     capital of  Superdiplo.  The  assets  and  liabilities  of  Superdiplo  was
     included in the consolidated  financial  statements as of the end of fiscal
     2000, as Royal Ahold obtained beneficial ownership on December 29, 2000 and
     the  operating  results of  Superdiplo  are  included  in our  consolidated
     statement of earnings beginning January 2001.  Superdiplo operates over 300
     stores in Southern  Spain,  Andalusia,  the Canary  Islands and the greater
     Madrid region as well as two stores in Northern Morocco.

o    PYA/Monarch:  In December 2000, U.S. Foodservice  completed its acquisition
     of  PYA/Monarch,  a food service  distributor  in the  southeastern  United
     States for a total  cash  consideration  of  approximately  $1.57  billion.
     PYA/Monarch was previously a subsidiary of Sara Lee Corporation.

o    The A&P Group: In September 2000,  Schuitema  acquired the A&P Group in The
     Netherlands with 123 supermarkets and six hypermarkets

o    Bompreco:  In June 2000,  Royal Ahold acquired the remaining  voting rights
     from the other shareholders of Bompreco in Brazil

o    Peapod: In June 2000, Royal Ahold acquired  convertible  preferred stock of
     the US on-line  grocer  Peapod,  Inc. that were  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,  Royal Ahold purchased  2,331,917  shares of Peapod
     common stock in an open market transaction.

     In August 2001,  Royal Ahold  acquired an additional  12,581,632  shares of
     Peapod  common  stock  pursuant  to a tender  offer at a price of $2.15 per
     share. Additionally,  Royal Ahold exercised warrants to purchase additional
     shares of Peapod's common stock, increasing Royal Ahold's ownership to over
     90%,  and,  through a merger,  converted  the common stock held by minority
     shareholders  into the right to receive  cash  consideration,  resulting in
     Royal Ahold owning 100% of Peapod's outstanding common stock.

     Royal Ahold paid approximately EUR 37 million for the portion of Peapod not
     owned by it as of the end of fiscal 2000.  The fair value of the net assets
     acquired in 2001 was  approximately negative $12  million  (negative EUR 13
     million)  resulting  in  goodwill  of  approximately  $47  million  (EUR 53
     million).  Combined with the goodwill of approximately  $55 million (EUR 58
     million)  purchased  during  fiscal  2000, a total of $102 million (EUR 111
     million) of goodwill was assigned to the retail trade segment.  Royal Ahold
     believes that the acquisition of Peapod will further enhance its ability to
     expand its customer  base and  compliment  existing  operations by offering
     home delivery  services.  Royal Ahold expects that through  synergies  with
     existing operations,  process refinement and technological advances, Peapod
     offers medium to long-term opportunities for growth and profitability.

o    Streamline:   In  September  2000,   Peapod  acquired   various  assets  of
     Streamline.com,  a US  on-line  shopping  and  delivery  service  based  in
     Westwood,  Massachusetts.  Peapod  paid  approximately  $12 million for the
     Washington,  D.C./Baltimore area facilities of Streamline,  which were used
     for Giant-Landover's internet-based home delivery services.

o    The ICA Group:  In April  2000,  Royal  Ahold  acquired  a 50%  partnership
     interest in ICA, the largest Scandinavian food retailer,  for approximately
     EUR 1.8 billion in cash.  ICA was formed in early 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.  In March 2001, ICA acquired an additional 0.1%
     of ICA  Denmark  for  approximately  EUR 42.8  million,  of which  EUR 28.7
     million was assigned to goodwill.

                                       27

<PAGE>


o    U.S. Foodservice: In April 2000, Royal Ahold acquired U.S. Foodservice, the
     second  largest food service  distributor  in the United  States,  based on
     sales,  for  approximately  $3.6  billion,   including  the  assumption  of
     approximately  $925  million in debt.  In July  2000,  GFG  Foodservice,  a
     broadline distributor in North Dakota, South Dakota and northern Minnesota,
     was acquired by U.S. Foodservice.

o    Kampio:  In January 2000,  Royal Ahold acquired the Catalonian  supermarket
     chain Kampio, based in Barcelona.

o    Ekono:  In January 2000,  Royal Ahold  acquired  Ekono,  which had 10 large
     supermarkets in Buenos Aires.

o    La Fragua: In December 1999, Royal Ahold  established a 50/50  partnership,
     Paiz Ahold,  which  controlled an 80.5% interest in La Fragua,  the largest
     food  retailer  in  Guatemala.  Royal Ahold  completed  this  agreement  in
     December 1999 and, as a result, the assets and liabilities of La Fragua are
     reflected in its  Consolidated  Balance Sheet at the end of fiscal 1999 but
     none of the operating results are included in its consolidated statement of
     earnings for fiscal 1999.

o    Supamer and Gonzalez:  In May 1999, through Royal Ahold's  partnership with
     Velox  Retail  Holdings,  Disco Ahold  International  Holdings  acquired 75
     stores from Supamer and Gonzalez.

o    Gastronoom:  In  July  1999,  Royal  Ahold  acquired  Gastronoom,  a  Dutch
     institutional  food supplier,  for EUR 152 million including the assumption
     of interest-bearing  debt. In July 1999, Gastronoom was combined with Royal
     Ahold's  existing food service  company in The  Netherlands,  Grootverbruik
     Ahold to form Deli XL.

o    Dialco,  Dumaya,  Guerrero and Castillo del Barrio:  Throughout 1999, Royal
     Ahold acquired  several  companies in Spain for an aggregate  amount of EUR
     118 million in cash.

During fiscal 2001, 2000 and 1999,  Royal Ahold recorded  charges to earnings or
purchase accounting of EUR 367.4 million, EUR 281.0 million and EUR 64.0 million
for the estimated future cost (principally for rent obligations) for facilities,
primarily  retail  stores,  that have been  closed or  announced  to be  closed,
including   severance   benefits  for  employees   whose   employment   will  be
involuntarily  terminated.  These  charges  have been  recorded as "General  and
Administrative  expenses" in the  consolidated  statement  of  earnings,  unless
recorded  as part of an  acquisition,  and  accrued  for as closed and  divested
facilities and severance and other  personnel cost within "Other  Provisions" in
the consolidated balance sheets, unless otherwise specified below.

For purposes of additional disclosure,  information regarding the provisions for
closed and  divested  facilities  and  severance  and other  personnel  costs as
accounted  for  under  Dutch  GAAP  has  also  been  provided  in  Note 4 to the
consolidated financial statements,  using the US GAAP disclosure requirements of
EITF 94-3 "Liability  Recognition for Certain Employee  Termination Benefits and
Other  Costs  to  Exit  an  Activity  (including  Certain  Costs  Incurred  in a
Restructuring)"("EITF  94-3")  and EITF  95-3  "Recognition  of  Liabilities  in
Connection with a Purchase Business  Combination"  ("EITF 95-3") as discussed by
the United States Securities and Exchange Commission in the SEC Staff Accounting
Bulletin No.100 "Restructuring and Impairment Charges"("SAB 100").

The  Company  recorded  charges  under US GAAP of EUR 334.1  million,  EUR 281.0
million and EUR 83.2  million  primarily  for  remaining  rent  obligations  and
employee severance and other personnel costs as a result of restructuring  plans
during fiscal 2001,  2000 and 1999,  respectively.  For more  information on the
amounts  recognized  under  US  GAAP,  please  see  Note 27 to the  consolidated
financial  statements.  Due to the  nature of the real  estate  market and other
contractural obligations, the Company recognizes restructuring charges for plans
extending up to three years following the commitment date of the plan.

During the fourth quarter of fiscal 2001, the Company  recognized  restructuring
charges  related  to  the  purchase  of  Alliant.  Please  see  Note  3  to  the
consolidated financial statements for more information.  As a result of a merger
and  integration  plan  that  the  Company  began  to  formulate  at the date of
acquisition,  the  Company  recorded  an  additional  liability  under  purchase
accounting of  approximately  EUR 119 million for merger and integration  costs.
The integration  costs primarily  include employee costs related to severance in
the amount of EUR 34 million for the termination of 1200 employees, of which 150
were  terminated as of fiscal year end 2001,and  obligations for rental payments
to third  parties in the amount of

                                       28

<PAGE>

approximately  EUR 23 million.  Other merger  transaction costs of approximately
EUR 62 million  consist of expenses to wind down  operations  and  integrate the
facilities,  along with other direct  transaction  costs including  professional
fees. The  restructuring  and  merger-related  charges were determined  based on
formal plans  approved by the Company's  management  using the best  information
available to it at the time.  The amounts the Company may  ultimately  incur may
change as the Company's  initiative  to integrate  the business  related to this
merger is executed.  These  accruals are expected to be fully utilized by fiscal
year end 2003, except for payments under long-term lease obligations.

During the second quarter of fiscal 2000, the Company  recognized  restructuring
charges  related  to the  purchase  of U.S.  Foodservice  in April  2000 and the
acquisition by U.S. Foodservice of PYA/Monarch in December 2000. Please see Note
3 to the consolidated financial statements for more information.  As a result of
the purchase  and  integration  of U.S.  Foodservice,  the Company  recognized a
liability of  approximately  EUR 76 million as part of purchase  accounting.  Of
this amount, approximately EUR 21 million consist of personnel costs for payouts
of stock options and bonuses. The costs for rental liabilities were estimated to
be  approximately  EUR 26 million  and the costs  relating  to the  closing  and
integration  of  facilities  and  other  direct  costs of the  transaction  were
estimated to be approximately EUR 29 million.  In fiscal 2001, U.S.  Foodservice
recognized  an  additional  EUR 106  million  charge for  reorganization  plans,
primarily for the integration of Alliant by U.S. Foodservice. These charges were
recorded as exceptional charges in the consolidated statement of earnings. As of
December 30, 2001, U.S.  Foodservice had un-used  accruals  consisting of EUR 25
million for personnel  payouts,  EUR 44 million for rental  liabilities to third
parties,  EUR 86  million  for  integration  and  closing of  facilities.  These
accruals are expected to be fully  utilized by fiscal year end 2003,  except for
payments under long-term  obligations.  For US GAAP purposes,  EUR 33 million of
these costs did not meet the recognition  requirements  and therefore,  have not
been included as an expense in our US GAAP statements.

During  fiscal  2001,  the Company  made certain  decisions  to  reorganize  its
operations in Spain, after several recent acquisitions, including the closure of
several stores and distribution  centers.  Please see Note 3 to the consolidated
financial  statements for more information.  As a result of this reorganization,
the Company  recognized a liability of  approximately  EUR 39 million,  of which
approximately  EUR 29 million was for severance  charges for the  termination of
1,317  employees,  of which 456 were  terminated by year end, and EUR 10 million
related  to the  closure  of  facilities.  These  charges  were taken as part of
purchase  accounting  and  recorded  on  the  consolidated  balance  sheet.  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.  These accruals are
expected to be fully  utilized by fiscal year end 2003 except for payments under
long-term obligations.

In fiscal 2000, the Company  recognized  restructuring  charges  relating to the
purchase  of A&P  stores,  through  its 73% owned  subsidiary,  Schuitema  N.V.,
amounting  to  approximately  EUR 87  million,  relating to the  integration  of
facilities and the rental obligations to third parties. As of December 30, 2001,
approximately  EUR 58  million of this  provision  remains  outstanding,  EUR 42
million for facility cost and EUR 16 million for rental obligations. The Company
expects  this accrual to be fully  utilized by fiscal year end 2003,  except for
payments under long-term obligations.

On an  on-going  basis,  the Company  makes  certain  decisions  relating to the
relocation  and  expansion of the  Company's  operations.  As of fiscal year end
2001, the Company decided to close or sell 109  under-performing  stores and one
office  building,  of which the largest portion related to closures at Bi-Lo (44
stores),  Giant-Landover  (15  stores),  ICA (4 stores) and Thailand (3 stores).
This decision resulted in an additional  restructuring charge of EUR 53 million.
This   restructuring   charge  consists   primarily  of  costs  associated  with
non-cancelable lease obligations and lease related liabilities These charges are
evaluated  on a quarterly  basis and changes are made to the  estimate as deemed
appropriate.  The amounts are  accrued  when a formal plan has been  approved by
management  and are  generally  utilized  within a  three-year  time frame.  Any
charges  relating  to  these  provisions  are  recognized  in  the  consolidated
statement of earnings under general and  administrative  expenses.  As of fiscal
year end 2001, 2000 and 1999,  respectively,  approximately EUR 121 million, EUR
100 million and EUR 140 million were accrued  respectively  for individual store
closure costs.

                                       29

<PAGE>


Segment information

Selected segment information is as follows:

(in millions of Euros)                                Fiscal Year
                                             2001          2000          1999
                                             ----          ----          ----

Net Sales
Retail trade                                51,644        43,724        32,230
Food service                                14,888         7,754           553
Real estate and other                           61            64            41
                                            ------        ------        ------
                                            66,593        51,542        32,824
                                            ======        ======        ======
Operating Results
Retail trade                                 2,280         1,849         1,353
Food service                                   358           294            15
Real estate and other                          123           177            91
Corporate costs                                (56)          (46)          (44)
                                            ------        ------        ------
                                             2,705         2,274         1,415
                                            ======        ======        ======

                                      December 30,  December 31,    January 2,
                                              2001          2000          2000
                                              ----          ----          ----

Long-lived Assets
Retail trade                                12,180        10,969         7,869
Food service                                 1,141           573            50
Real estate and other                          751           691           556
                                            ------        ------        ------
                                            14,072        12,233         8,475
                                            ======        ======         =====
----------

More segment  information can be found in Note 23 to the consolidated  financial
statements included in Item 18 of this annual report.  Please see the discussion
therein for an explanation of the information  presented in this section of this
annual report.

                                       30

<PAGE>

Operating Results

Selected earnings data are as follows:
(in millions, except per common share data)
<TABLE>
<CAPTION>
                                                                                  Fiscal Year
                                                                                  -----------
                                                                 2001                  2000                1999
                                                                -----                 -----                ----
                                                                        % of                 % of                % of
                                                               EUR      sales      EUR       sales     EUR       sales
                                                            --------    ------   -------     -----   ------      -----

<S>                                                        <C>          <C>      <C>         <C>     <C>         <C>
Net sales                                                   66,593      100.0    51,542      100.0   32,824      100.0
Gross profit                                                14,716       22.1    11,887       23.1    8,354       25.5
Operating expenses                                         (12,011)     (18.0)   (9,613)     (18.7)  (6,939)     (21.1)
Operating results                                            2,705        4.1     2,274        4.4    1,415        4.4
Net financial expense                                       (1,033)      (1.5)     (669)      (1.3)    (366)      (1.1)
Income taxes                                                  (457)      (0.7)     (401)      (0.7)    (283)      (0.9)
Income from unconsolidated subsidiaries and affiliates          15          --       14          --       7          --
Minority interests                                            (116)      (0.2)     (102)      (0.2)     (21)      (0.1)
Net earnings                                                 1,114        1.7     1,116        2.2      752        2.3
Net earnings per common share                                 1.25        N/A      1.49        N/A     1.13        N/A

</TABLE>

Net Sales

Net sales in fiscal 2001 increased by EUR 15,051 million,  or 29.2%, over fiscal
2000.  At constant  exchange  rates,  consolidated  net sales  growth was 29% in
fiscal 2001  compared  to fiscal  2000.  Net sales in fiscal  2001 were  heavily
impacted by the full year  consolidation  of U.S.  Foodservice,  PYA/Monarch and
ICA,  which were acquired in fiscal 2000. Our  acquisitions  in fiscal 2001 also
contributed to sales growth, but to a lesser extent. Organic sales growth, which
excludes  the net  sales  from  acquisitions  consolidated  for less  than  four
quarters,  increased by 6.1%,  which was slightly lower than  anticipated due to
the  economic  slowdown  of most  countries,  particularly  after the  terrorist
attacks in the United  States on  September  11th.  In Latin  America,  economic
turmoil  also  heavily  impacted  our  sales,  along  with  the  major  currency
devaluations in this region.

Net sales in fiscal 2000  increased by EUR 18,718  million,  or 57%, over fiscal
1999.  At constant  exchange  rates,  consolidated  net sales  growth was 42% in
fiscal 2000  compared to fiscal 1999.  The major reasons for the increase in net
sales were, in addition to organic growth, the acquisition of U.S.  Foodservice,
consolidated  starting  April 2000, and the  acquisition of the 50%  partnership
interest  in  ICA,  consolidated  starting  May  2000.  The  other  fiscal  2000
acquisitions  mentioned  elsewhere in this annual report also contributed to net
sales growth. Organic net sales growth for fiscal 2000 was 6.6%.


                                       31

<PAGE>


Net sales,  including  franchise and associate stores, for fiscal 2001, 2000 and
1999 are as follows:

<TABLE>
<CAPTION>
(EUR in millions, except percentages)                             Fiscal Year
                                                                  -----------
                                                    2001                    2000                 1999
                                                    ----                    ----                 ----
                                             Amount       Change     Amount    Change     Amount     Change
                                             ------       ------     ------    ------     ------     ------
                                                              %                    %                     %
<S>                                           <C>          <C>      <C>         <C>       <C>         <C>
Retail trade
  United States
     Stop & Shop                               9,809        17        8371       50        5,588       13
     Giant-Carlisle                            2,762        16        2377      (25)       3,181        5
     BI-LO                                     4,041         8       3,726       32        2,823        9
     Bruno's                                     119       100          --       --           --       --
     Tops                                      3,370        10       3,052       19        2,554       --
     Giant-Landover                            5,715        10       5,196       22        4,244      496
     Peapod                                      109       110          52       --           --       --
                                              ------                ------                ------
        Total United States                   25,925        14      22,774       24       18,390       32
  Europe
     Albert Heijn                              5,515         4       5,311        4        5,127        1
     Schuitema                                 2,845        33       2,136       17        1,831        6
     The Netherlands other                       618        10         562        5          541        5
     Sweden                                    4,183        39       2,999       --           --       --
     Norway                                    2,063        45       1,425       --           --       --
     Denmark                                     171       100
     Baltics                                     124       118          57       --           --       --
     Portugal                                  1,562         6       1,467        9        1,341       12
     Czech Republic                              792        32         598       32          455       39
     Poland                                      553        41         393       78          221       37
     Spain                                     1,993       285         518       48          351      644
                                              ------                ------                ------
        Total Europe                          20,419        32      15,466       57        9,867        9
  Latin America
     Bompreco                                  1,274       (16)      1,515       30        1,167      (27)
     Disco                                     2,143        (1)      2,174       32        1,652      368
     Santa Isabel                                771         1         764       13          678      293
     La Fragua                                   712        13         629       --           --       --
                                              ------                ------                ------
        Total Latin America                    4,900        (3)      5,082       45        3,497       65
  Total Asia Pacific                             400        --         402      (16)         476       16
Food service
  United States                               13,556       104       6,649       --           --       --
  Europe                                       1,332        21       1,105      100          553       52
Real estate and other                             61        (5)         64       55           41        4
                                              ------                ------                ------
Net sales                                     66,593        29      51,542       57       32,824       27
                                              ======                ======                ======
</TABLE>

                                       32

<PAGE>

Retail Trade

United States - Net sales in the United  States  increased by 14% in fiscal 2001
compared to fiscal 2000.  Strong  organic  sales growth of 6.2%,  as well as the
consolidation  of the former Grand Union stores  caused this  increase.  Organic
sales are sales from existing business,  including sales from new store openings
or remodelings.  Despite the weakening economic conditions,  net sales in all US
operating companies were strong, particularly in Stop & Shop and Giant-Carlisle.
Starting  fiscal  2001,  a new  definition  was  adopted  for net sales,  mainly
impacting US operations.  Under this new definition,  certain  promotional costs
were  reclassified  from cost of goods sold and  accounted for as a reduction of
sales. Net sales for prior years were restated to reflect this change.

Net sales in the United  States  increased  by 24% in fiscal  2000  compared  to
fiscal 1999.  This  increase was mainly  caused by strong  organic sales growth.
During  fiscal 2000,  the "Edwards"  chain,  which  previously  formed a part of
Giant-Carlisle,  was  converted  to the Stop & Shop  brand,  except for the four
stores that were transferred to Giant-Landover. Edwards's sales are reflected in
Stop & Shop results for the full year of fiscal 2000.

Europe - Net sales in Europe  increased by 32% in fiscal 2001 compared to fiscal
2000. Net sales were higher in all countries.  In the Czech Republic and Poland,
the  net  sales  increase  was  mainly   attributable  to  the  opening  of  new
supermarkets and hypermarkets.  In Spain, the net sales increase was largely due
to the full year consolidation of Superdiplo, which was acquired in 2000. In The
Netherlands,  Albert  Heijn,  Schuitema  and the  specialty  stores all achieved
strong organic net sales growth.  Additionally,  Schuitema net sales reflect the
full year  impact of the  acquisition  of the A&P stores  that were  acquired in
September 2000. In Scandinavia, net sales increases were largely due to the full
year consolidation of our interest in ICA, which occurred in May 2000.

Net sales in fiscal 2000 were EUR 15,466 million compared to EUR 9,867 in fiscal
1999,  representing  an increase of 57%. This  increase  reflected the full year
consolidation of the Spanish  supermarket chains acquired in fiscal 1999 and the
acquisition of our partnership interest in ICA in May 2000, as well as increased
net sales in Portugal, the Czech Republic and Poland.

Latin  America  - Net sales in Latin  America  decreased  by 3% in  fiscal  2001
compared to fiscal 2000. This decrease  largely  reflects the devaluation of the
Brazilian Real.  Additionally,  the economic recession in Argentina caused Disco
sales in local  currency to dip slightly  below fiscal 2000  results.  Since the
Argentinean  economy  deteriorated very rapidly at year-end and is continuing to
reflect  instability,  it is  unclear  what the  future  economic  impact on our
Argentinean  operations  will be.  Net  sales in Chile  and  Guatemala  remained
positive,  despite difficult economic circumstances.  Net sales in Latin America
in fiscal 2000  increased by 45% compared to fiscal 1999.  This increase  partly
reflects the full year  consolidation  of La Fragua in Guatemala.  All operating
companies contributed substantially to the sales growth.

Asia Pacific - Net sales in Asia  Pacific  generally  remained  steady in fiscal
2001, as the Company  focused on improving its existing  base. Net sales in Asia
Pacific  decreased by 16% in fiscal 2000 compared to fiscal 1999.  This decrease
reflected  the sale of store  chains in  Shanghai  and  Singapore  in the fourth
quarter of fiscal 1999.

Food Service

Net sales  from food  service  increased  by EUR 7,134  million  in fiscal  2001
compared to fiscal 2000 and EUR 7,201  million in fiscal 2000 compared to fiscal
1999. The increase in fiscal 2001 reflects the full year  consolidation  of U.S.
Foodservice and PYA/Monarch and, to a lesser extent,  the acquisition in 2001 of
Mutual.  The  increase  in  fiscal  2000  was  due to the  acquisition  of  U.S.
Foodservice.  The  consolidation  of ICA  Menyforetagen  also contributed to the
increase. Net sales in fiscal 1999 only include Deli XL.

Real estate and other

Our other activities  consist primarily of revenues from real estate operations.
Net sales in this category consist of rent revenue generated from third parties,
including  franchisees,  sales to third parties from our production  company and
fees

                                       33

<PAGE>

received for services  rendered to our associated  stores in  Scandinavia.  As a
percentage of total net sales, these revenues are insignificant.

Gross Profit

Gross  profit in fiscal  2001 was EUR  14,716  million  compared  to EUR  11,887
million in fiscal 2000 and EUR 8,354  million in fiscal  1999.  The  increase in
fiscal  2001  was  due  to  an  increase  in  net  sales  as  a  result  of  the
aforementioned acquisitions, which were partly offset by a lower gross margin as
a percentage  of net sales.  Gross margin as a percentage of net sales was 22.1%
in fiscal 2001,  compared to 23.1% in fiscal 2000 and 25.5% in fiscal 1999.  The
decrease  in fiscal  2001 was  mainly  due to the  continued  growth of our food
service  segments,  through  acquisitions of PYA/Monarch in December 2000, along
with the  acquisitions  of Mutual and  Alliant  in 2001,  because  food  service
operations  typically  have lower profit  margins.  Additionally,  the full year
consolidation of ICA contributed to our lower gross margin,  since its net sales
largely  consists of lower-margin  sales to the associated  stores and franchise
stores.  Gross profit margins,  apart from the impact of our foodservice segment
and ICA,  continued to improve as we benefited  from supply chain  improvements,
joint sourcing and integration of our operations.

The decrease in gross profit margins as a percentage of net sales in fiscal 2000
compared to fiscal 1999 was due to acquisitions  of U.S.  Foodservice and ICA in
April 2000, which typically have lower margins as noted above.

Operating Expenses

Operating expenses,  consisting of selling, general and administrative expenses,
goodwill amortization and exceptional charges, were EUR 12,011 million in fiscal
2001,  compared  to EUR 9,613  million in fiscal  2000 and EUR 6,939  million in
fiscal 1999.  These  expenses as a percentage  of net sales were 18.0% in fiscal
2001 compared to 18.7% in fiscal 2000 and 21.1% in fiscal 1999.

The decrease in operating  expenses as a percentage  of net sales in both fiscal
2001 and fiscal 2000 was due to the  aforementioned  growth in the food  service
segment and ICA. Both the food service  companies and ICA have a different  cost
structure  with lower gross  profit  margins and lower  operating  expenses as a
percentage of net sales.  Additionally,  Ahold has  benefited  from its focus on
creating  synergies  among its operating  companies,  particularly  improving IT
operations,  consolidating financial and human resource administrative services,
leveraging  economies  of scale  and  reducing  costs  through  the  sharing  of
knowledge by our managers and associates.

Selling  expenses  were EUR 9,650  million in fiscal 2001,  EUR 7,905 million in
fiscal  2000 and EUR  5,806  million  in  fiscal  1999.  Selling  expenses  as a
percentage  of net sales were 14.5% in fiscal 2001,  compared to 15.3% in fiscal
2000 and 17.7% in fiscal 1999. The decrease in selling  expenses as a percentage
of net  sales in  fiscal  2001,  as well as fiscal  2000 was  mainly  due to the
aforementioned  growth  in the food  service  segment  and  ICA,  as well as the
Company's focus on creating synergies and reducing costs as noted above.

General and administrative expenses,  including goodwill amortization,  were EUR
2,254  million in fiscal  2001,  EUR 1,708  million in fiscal 2000 and EUR 1,133
million in fiscal 1999. General and  administrative  expenses as a percentage of
net sales were 3.4% in fiscal 2001,  compared to 3.3% in fiscal 2000 and 3.5% in
fiscal 1999. The increase in general and administrative  expenses in fiscal 2001
was mainly due to the  capitalization  and amortization of goodwill  starting in
December 2000, in accordance  with Dutch GAAP.  Excluding the impact of goodwill
(EUR 167 million),  general and administrative expenses for fiscal 2001 were EUR
2,087 million, or 3.1% of net sales, which reflects our effort to integrate many
of our operations  systems, as well as administrative  functions.  Particularly,
much focus has been given to the  integration  of operations  in Spain,  ICA and
U.S.  Foodservice.  The  decrease,  as a percent  of net sales,  in fiscal  2000
expenses is mainly due to the economies of scale gained from the newly  acquired
and consolidated companies noted above.

Fiscal 2001 operating  expenses  included  exceptional  charges of $95.1 million
(EUR 106 million).  These charges relate to a  restructuring  provision that was
taken by U.S.  Foodservice in order to integrate Alliant,  which was acquired in
November 2001. The main features of the plan include the closure of distribution
facilities of both Alliant and U.S. Foodservice.  Under US GAAP, we did not meet
the recognition  criteria required under EITF 94-3 relating to certain severance
and

                                       34

<PAGE>

personnel  costs and,  therefore,  did not include  EUR 33 million in  operating
expenses in our US GAAP statements.  For more  information on the  restructuring
costs, please see Note 4 of our consolidated financial statements.

Operating Results

Operating results for fiscal 2001, 2000 and 1999 are as follows:

(EUR in millions, except percentages)

<TABLE>
<CAPTION>

                                                            Fiscal Year
                                                            -----------
                                          2001                  2000                 1999
                                          ----                  ----                 ----
                                      Amount     Change     Amount    Change      Amount    Change
                                                      %                   %                      %
<S>                                   <C>          <C>      <C>        <C>        <C>         <C>
United States                         1,713         17      1,466        55         944        48
Europe                                  865         29        670        46         459        14
Latin America                           200         (2)       204       110          97        54
Asia Pacific                            (18)        10        (20)       51         (41)       13
Corporate Staff                         (55)       (20)       (46)       (4)        (44)      (10)
                                      ------                ------                ------
Total                                 2,705         19      2,274        61       1,415        39
                                      ======                ======                ======

</TABLE>

Operating results were EUR 2,705 million in fiscal 2001, an increase of 19% over
fiscal  2000.  Operating  results,  as a percentage  of net sales,  were 4.1% in
fiscal 2001,  compared to 4.4% in fiscal 2000. The increase in operating results
was mainly due to the full year  consolidation  of fiscal 2000  acquisitions and
several small  acquisitions made during fiscal 2001.  Organic growth of existing
operations in fiscal 2001 was 20.2%, which also contributed significantly to the
operating  results growth for fiscal 2001.  Operating results as a percentage of
net sales decreased  mainly as a result of exceptional  charges  relating to the
restructuring of Alliant,  along with goodwill amortization required under Dutch
GAAP for all new acquisitions since December 2000.  Excluding  exceptional items
(EUR  106  million)  and  goodwill  amortization  (EUR 167  million),  operating
earnings  would have been EUR 2,978  million,  or 4.5% of net  sales.  Operating
results  improved in fiscal  2000  compared to fiscal 1999 mainly as a result of
the  acquisitions  of U.S.  Foodservice  and our  partnership  interest  in ICA.
Organic  growth  in  fiscal  2000 was 13.6%  for  existing  operations,  and all
companies,  with the exception of those in Portugal and Poland,  improved  their
results.

United States  operating  results rose 17% from EUR 1,466 million in fiscal 2000
to EUR 1,713  million in fiscal  2001.  United  States  operating  results in US
dollars  rose by 19% from  $1,342  million in fiscal  2000 to $1,592  million in
fiscal  2001,  based  on  actual  dollar  amounts,   reflecting  the  full  year
consolidation of U.S.  Foodservice and PYA/Monarch,  along with the acquisitions
of Mutual,  Alliant,  Bruno's and the former  Grand Union stores in fiscal 2001.
All supermarket chains showed improved operating  margins,  significant  synergy
benefits and ongoing cost control,  reflecting our customers'  satisfaction with
efforts to improve store quality, expand product offerings and offer low prices.
Results in fiscal 2001 include a $27.8  million  charge to remodel and integrate
the former Grand Union stores into Stop & Shop and Tops during the first half of
the year and a $95.1 million  restructuring  provision for Alliant's integration
into U.S.  Foodservice.  Operating  results in fiscal 2000  increased by EUR 522
million over fiscal 1999 or 55%.  This was mainly the result of  acquiring  U.S.
Foodservice in April 2000.

Operating  results in Europe rose 29% to EUR 865 million in fiscal 2001 compared
to fiscal 2000, mainly due to the full year consolidation of ICA and Superdiplo.
Operating  results were improved in all European  trade areas with the exception
of Spain. In particular, The Netherlands and ICA showed significant improvement.
In Spain,  our results  reflect the process that we are currently  undergoing to
integrate  all  of our  recently  acquired  operations  in  the  region.  Poland
continued to show an operating loss, but showed slight  improvement  over fiscal
2000.  In fiscal  2000,  operating  results  increased  by 46% over  fiscal 1999
primarily as a result of the acquisition of ICA in April 2000.

Operating  results in Latin America decreased by 2% to EUR 200 million in fiscal
2001  compared to fiscal  2000.  This  decrease  was mainly due to the  economic
turmoil in Argentina,  fueled by the  devaluation of the Argentine  Peso,  along
with the energy crisis in Brazil. In Guatemala, operating results increased over
fiscal 2000,  reflecting the full year consolidation

                                       35

<PAGE>

of La Fragua.  Santa Isabel  continued to show a small loss,  although  slightly
improved over fiscal 2000. In fiscal 2000,  operating  results rose by 110% over
fiscal 1999,  reflecting the acquisition of La Fragua,  along with strong growth
in Disco and Bompreco.

Operating  losses for Asia  Pacific  amounted to EUR 18 million in fiscal  2001,
compared to EUR 20 million in fiscal 2000. In Thailand,  operating  results were
break even in fiscal 2001. Malaysia and Indonesia continued to sustain operating
losses,  although significant  improvements were seen in Malaysia as a result of
efficiencies  gained in distribution.  Operating results in fiscal 2000 improved
by 51% over fiscal 1999 due to the  divestment  of  unprofitable  operations  in
Shanghai and Singapore during the last quarter of fiscal 1999.

Exchange  rate  fluctuations,  particularly  of the dollar  against the Euro, in
fiscal 2001 and fiscal 2000 had a net positive  effect on  operating  results of
EUR 17 million in fiscal  2001 and EUR 100 million in fiscal  2000.  At constant
rates of exchange,  operating  results  would have  increased 30% in fiscal 2001
compared to fiscal 2000 and 50% in fiscal 2000 compared to fiscal 1999.

Net Financial Expense

Net financial  expense increased in fiscal 2001 to EUR 1,033 million compared to
EUR 669 million in fiscal 2000 and EUR 366 million in fiscal 1999.  The increase
in fiscal  2001 is largely  due to the  consolidation  of  interest  expenses of
PYA/Monarch  and  Superdiplo,   as  well  as  financing  of  new   acquisitions.
Additionally,  an exceptional  charge of EUR 214 million for the  translation of
third-party  dollar-denominated  debt  as a  result  of the  devaluation  of the
Argentine Peso was charged to financial expenses in fiscal 2001. The increase of
financial  expense  in  fiscal  2000 was due to the  consolidation  of  interest
expenses  related to the 50% partnership  interest in ICA and the acquisition of
U.S.  Foodservice,  as well as the higher US  dollar-Euro  exchange rate and the
issuance of dollar denominated notes during fiscal 2000.

The  interest  coverage  ratio,  defined  as  operating  results  divided by net
interest expense,  was 3.2 in both fiscal 2001 and fiscal 2000 and 3.9 in fiscal
1999.


Income Taxes

Our effective income tax rate was 27.4% in fiscal 2001, 25.0% in fiscal 2000 and
27.0% in fiscal  1999.  The  increase in the tax rate for fiscal 2001 was mainly
due to non-tax-deductible goodwill amortization and an increase in the valuation
allowances.  The  decrease in the tax rate for fiscal 2000 was due to changes in
the  composition  of the earnings  before  taxes among the various  countries in
which we operate, where countries have different tax rates.

Income from Unconsolidated Companies

Income from  unconsolidated  companies was EUR 15 million in fiscal 2001, EUR 15
million in fiscal 2000 and EUR 7 million in fiscal 1999. Of the amount in fiscal
2001, a total of EUR 17.8 million  consisted  of earnings  from Statoil  Retail.
Statoil  Retail is the  non-consolidated  joint venture of ICA. Of the amount in
fiscal 1999, a total of EUR 4 million  consisted of earnings from our investment
in  Singapore,   which  was  deconsolidated  when  we  decided  to  divest  this
investment.

Net Earnings

Net earnings in fiscal 2001 were EUR 1,114  million,  representing a decrease of
0.2% compared to fiscal 2000. Net earnings per common share  decreased by 16% in
fiscal 2001 to EUR 1.25  compared to fiscal  2000.  Net earnings for fiscal 2001
included  restructuring  charges as noted above, along with the charge taken for
the devaluation of the Argentine Peso. Excluding, restructuring charges (EUR 106
million),  goodwill amortization (EUR 167 million) and the Peso devaluation (EUR
214 million) along with the related tax effect, net earnings would have been EUR
1.5 billion or 36% higher for fiscal  2001.  At  constant  exchange  rates,  net
earnings  decreased  1% in  fiscal  2001  compared  to fiscal  2000,  due to the
exceptional  items noted  above.  Net  earnings  increased by 36% in fiscal 2000
compared to fiscal 1999 at constant exchange rates.

                                       36

<PAGE>

Net earnings  available to common  shareholders as determined in accordance with
US GAAP would  have been EUR 120  million in fiscal  2001,  compared  to EUR 794
million  in fiscal  2000 and EUR 573  million  in  fiscal  1999.  The  principal
differences  between Dutch GAAP and US GAAP  affecting net earnings  include the
accounting  treatment  of  pensions,  provisions,  goodwill,  sale-leaseback  of
property  and  derivatives.   For  further  information,  see  Note  27  to  the
consolidated financial statements, included elsewhere in this annual report.

Liquidity and Capital Resources

Cash Flow and Liquidity

Cash flow generated  from  operations  provides us with a significant  source of
liquidity.  Our operating  activities generated net cash of EUR 2,376 million in
fiscal 2001,  EUR 2,600  million in fiscal 2000 and EUR 1,697  million in fiscal
1999.  Cash flow from  operations is reinvested  each year in new stores,  store
remodeling  and  store  expansions,  as  well as in  store  efficiency-improving
measures and retailing innovations. Additionally, Ahold uses cash from operating
activities  to  fund  acquisitions  and to pay  principal  and  interest  on our
outstanding indebtedness when due.

Another significant source of our cash was provided by our financing activities,
as discussed in "Financing Activities" below. Net cash provided by our financing
activities  in  fiscal  2001  was EUR  2,899  million.  Our  borrowings  totaled
approximately EUR 11.5 billion at December 30, 2001.

Cash and cash  equivalents  as of the end of fiscal 2001,  2000 and 1999 totaled
EUR 1,972  million,  EUR 1,336  million and EUR 888 million,  respectively.  The
ratio of current assets to current liabilities was 99.8%, 86.7% and 87.7% at the
end of fiscal 2001, 2000 and 1999,  respectively.  As of the end of fiscal 2001,
we held approximately 29 days of inventory,  equal to the days of inventory held
at the end of both fiscal 2000 and fiscal 1999.

Our primary line of credit,  entered into in December 1996, is a $1 billion (EUR
1.1 billion),  seven-year multi-currency revolving credit facility, under which,
as of December 30, 2001, we have no  outstanding  borrowings.  In March 1998, we
entered into an  additional  $500 million (EUR 566 million),  four-year  standby
multi-currency  revolving  credit  facility.  The terms and  conditions  of this
facility are substantially  similar to the $1 billion  multi-currency  revolving
credit  facility.  As of December 30, 2001,  there were no borrowings under this
$500 million,  four-year credit  facility.  This facility expires in 2002; it is
the intent of the Company to replace this facility with bilateral agreements and
market instruments.  These facilities are intended to provide us with sufficient
financial capacity,  and we believe that these facilities represent a sufficient
source of working capital sufficient to meet our future short-term and long-term
financing  of our  ongoing  operations.  For  cash  management  purposes,  local
companies  have  committed  credit  lines,  the most  important of which are the
credit lines in the United States  totaling $200 million (EUR 226 million).  Any
credit lines scheduled to expire in 2002 are expected to be extended.

Outside of the  obligations  recorded on our balance sheet, we also have certain
commitments  and  contingencies  that may have future cash  requirements.  These
commitments  primarily  consist of  operating  lease  commitments  and a maximum
contingent  liability of $492 million (EUR 557 million)  under our  guarantee of
the  indebtedness  of Velox  Retail  Holdings,  our  partner  in DAIH.  For more
information on commitments and contingent liabilities, please see Note 20 of our
consolidated financial statements.

                                       37


<PAGE>


Investing Activities and Capital Expenditures

Amounts that we incurred for capital expenditures and acquisitions of businesses
were as follows:

<TABLE>
<CAPTION>

                                                                      Fiscal Year
                                                                 2001      2000     1999
                                                                     (EUR millions)
<S>                                                             <C>       <C>      <C>
Purchases of tangible and intangible fixed assets               3,019     2,650    1,764
Acquisitions of businesses                                      2,943     7,719      718
Fixed assets disposals and other                               (1,220)     (428)    (215)
                                                               -------    ------   ------
Net cash used in investing activities                           4,742     9,941    2,267
                                                                ======    ======   ======
Non-cash:
Capitalized lease commitments incurred                            190       237      181

</TABLE>

In fiscal 2001,  capital  expenditures  were EUR 3,019  million  compared to EUR
2,650  million in fiscal 2000.  Of the amount  expended in fiscal years 2001 and
2000,  approximately 26% and 75%, respectively,  was incurred for new stores and
store improvements,  while the remainder was incurred for distribution  centers,
computer hardware and other assets.

We expect our  investments in tangible fixed assets to total  approximately  EUR
3,408  million  in fiscal  2002,  of which  approximately  EUR 428  million  was
committed as of the end of fiscal 2001.  The  following  shows the  breakdown of
expected fiscal 2002 tangible fixed assets expenditures by geographic location:

o    EUR 1,905 million in the United States;

o    EUR 1,218 million in Europe;

o    EUR 239 million in Latin America; and

o    EUR 46 million in Asia Pacific.

We expect that new capitalized  lease commitments in the United States in fiscal
2002 will total approximately EUR 191 million.

The costs of  acquisitions in fiscal 2001,  totaling EUR 2.9 billion,  excluding
assumed debt,  consisted primarily of Alliant,  along with several other smaller
acquisitions. For more information on our acquisitions, please see "Acquisitions
and Consolidations" above.

We  invested  EUR 7.7  billion  for  acquisitions  in  fiscal  2000,  consisting
primarily of U.S. Foodservice,  our 50% partnership interest in ICA, PYA/Monarch
and  Superdiplo.  In 1999,  we  invested  EUR 700  million  in  acquisitions  of
businesses and  partnership  interests,  including the partnership in Guatemala,
Gastronoom  in The  Netherlands,  the  acquisition  through Disco of Supamer and
Gonzalez in Argentina and the acquisition of several chains in Spain.

For a discussion  of the financing of the fiscal 2001  acquisitions,  please see
"Financing Activities" below.

Financing Activities

Net cash provided by financing  activities was EUR 2,899 million in fiscal 2001,
EUR 7,415 million in fiscal 2000 and EUR 855 million in fiscal 1999.

Leasing Transactions

In December  2001, the Company,  through its various US operating  subsidiaries,
entered  into  transactions  involving  the sale and  leaseback  of ten separate
properties  in the United  States.  For each  property  sold and leased back, an
unaffiliated   third-party  established  a  special-purpose  entity  to  act  as
buyer-lessor.  The total sale price of these ten  properties  was  approximately
$130 million (EUR 147 million),  generating a potential gain after closing costs
of  approximately  $42  million  (EUR 48  million).  The Company  received  cash
proceeds  equal to 100% of the sale  price  upon  consummation  of

                                       38

<PAGE>

each of these  transactions.  The sale of two of these properties,  with a total
sales price of $25 million (EUR 28 million),  was  accounted  for as a financing
arrangement  under  US  GAAP  since  they  do  not  meet  the  requirements  for
sale-leaseback accounting. Therefore, the gain of approximately $42 million (EUR
48 million)  relating to all ten properties was recognized under Dutch GAAP as a
component of other income in the statement of earnings and,  under US GAAP,  the
gain of $35 million (EUR 40 million),  relating to eight of the properties,  was
deferred  and is being  amortized  over the  respective  lease  terms.  For more
information, please see Note 27 of the consolidated financial statements.

The  leaseback  of  each of  these  ten  properties  met  the  requirements  for
classification  as  operating  leases  under  Dutch  GAAP and eight of these ten
properties met the  requirements  for  classification  as operating leases under
both Dutch GAAP and US GAAP. The initial  noncancelable terms of these operating
leases  range from 20 to 25 years and  include  renewal  options for a specified
period of time.  For fiscal 2001,  under Dutch GAAP,  the cash outflows and rent
expense  relating to the ten minimum lease payments under these operating leases
totaled  approximately $300 thousand (EUR 339 thousand).  For fiscal 2001, under
US GAAP, cash outflows and rent expense  relating to the eight operating  leases
totaled approximately $250 thousand (EUR 283 thousand),  respectively.  For more
information,  please see Note 27 of the consolidated financial statements. As of
the end of fiscal 2001,  under Dutch GAAP, the aggregate amount of minimum lease
payments  under the ten operating  leases totaled $264 million (EUR 299 million)
and under US GAAP,  lease payments made for the eight  operating  leases totaled
$204 million (EUR 231 million).

In February  2001, the Company,  through its various US operating  subsidiaries,
entered into leveraged lease transactions  involving the sale of interests in 46
separate   properties  in  the  United  States.  The  properties  were  sold  to
special-purpose  entities  established by  unaffiliated  third parties to act as
buyer-lessors.  In  conjunction  with the sale of these  properties,  Ahold  USA
established   Ahold  Lease  USA  Inc.,  Royal  Ahold's   indirect   wholly-owned
subsidiary,  to lease these  properties  from the  special-purpose  entities and
sublease these properties to the respective US operating subsidiaries. The total
sales price of these 46  properties  was  approximately  $638  million  (EUR 722
million), which, after taking losses of $23 million (EUR 26 million),  generated
a gain of $72 million (EUR 81 million). The Company received cash proceeds equal
to 100% of the sales  price  upon  consummation  of each of these  transactions.
Under Dutch GAAP, the net gain relating to these  properties was deferred and is
being  amortized over the respective  lease terms.  Under US GAAP, the net gains
are similarly being deferred while the losses were  recognized  immediately as a
component of "Other  Income".  For more  information,  please see Note 27 of the
consolidated financial statements.

In connection  with each property sold in February 2001, the relevant  purchaser
issued  notes to two pass  through  trusts  which in turn  issued  pass  through
certificates in an offering exempt from registration under the US Securities Act
of 1933 pursuant to Rule 144A  thereunder.  The pass through  certificates  were
issued in two series:  $313.7 million fully accreted  principal  amount of 7.82%
pass through  certificates with a final distribution date of January 2, 2020 and
$250.7   million  fully  accreted   principal   amount  of  8.62%  pass  through
certificates  with a final  distribution  date of January 2, 2025.  The  amounts
payable  under  each  lease  will be  sufficient  to pay when due all  scheduled
payments of principal  of, and interest on, the secured  notes  relating to such
lease,  and the proceeds of all such notes will be distributed to the holders of
the pass  through  certificates.  The secured  notes are secured by the property
interests subject to the leases, as well as the lessors' interests in the leases
with  respect to the  properties.  The  Company has  guaranteed  the payment and
performance  obligations of Ahold Lease USA, Inc. under each of the leases,  and
such  guarantees  have also been pledged for the benefit of the  noteholders and
the pass  through  trustee.  However,  neither  the  secured  notes nor the pass
through  certificates,  are direct obligations of, or guaranteed by, Royal Ahold
or Ahold Lease.

The  leases  for of each of  these  46  properties  meet  the  requirements  for
classification  as  operating  leases  under both  Dutch  GAAP and US GAAP.  The
initial noncancelable terms of these operating leases ranges from 20 to 25 years
and include  renewal  options for a specified  period of time.  For fiscal 2001,
cash outflows and expenses  relating to these operating leases were $7.0 million
(EUR 7.9 million) and $50 million (EUR 57 million), respectively. As of December
30, 2001, the aggregate  amount of minimum lease payments under these  operating
leases was $1.4 billion (EUR 1.6 billion).

                                       39

<PAGE>

The sole purpose of the  special-purpose  entities is to facilitate the purchase
of the various properties and act as lessor to various third-party  lessees. The
acquired  properties  consist  of retail  food  stores,  office  facilities  and
distribution facilities. The Company does not have an equity ownership in any of
the  special-purpose  entities and does not provide  funding for any  obligation
beyond   Ahold  Lease  USA's   lease   commitments.   The  only  assets  of  the
special-purpose entities are the acquired properties,  which serve as collateral
for the entities financing  obligations of such entities.  At the end of each of
the lease  terms,  the  Company is  required  to either  vacate the  property or
exercise the renewal option.

During fiscal 2001, the Company,  through its various operating  subsidiaries in
The  Netherlands,   Norway,  Czech  Republic  and  Poland,  entered  into  lease
transactions  involving  the sale and leaseback of real estate  properties.  The
unaffiliated third parties did not establish a special-purpose  entity to ask as
buyer-lessor.  The total sales price of these properties was  approximately  EUR
154 million,  generating  a gain of EUR 73 million.  The Company  received  cash
proceeds  equal to 100% of the sales  price upon  consummation  of each of these
transactions.  Under  Dutch GAAP,  the gain  relating  to these  properties  was
recognized  in earnings,  and under US GAAP,  the gain was deferred and is being
amortized  over the  respective  lease  terms.  The  leaseback  of each of these
properties meets the requirements for classification as an operating lease under
both Dutch GAAP and US GAAP.

Receivable Securitization

The  Company's  wholly  owned  subsidiaries,   U.S.   Foodservice  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 Receivable Companies transfer,
assign and convey all of their present and future  right,  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  a  residual  interest,
subordinate  to the  interest of third  party  investors,  in the Master  Trusts
assets.

The  above  described  transfer  of all  trade  receivables  and the  subsequent
conveyance of the Company's  interest in those  receivables to the Master Trusts
qualifies as a sale in accordance  with FASB Statement No. 140  "Accounting  for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities",
a US GAAP  standard.  Accounts  receivable  sold under  these  arrangements  are
excluded from the accounts  receivable in the consolidated  balance sheet. As of
December 30, 2001 and  December  31, 2000,  the Company had sold EUR 985 million
and EUR 438 million,  respectively,  under the Agreements.  The interest rate on
the certificates  issued under the Agreements  during fiscal 2001 ranged between
1.99% and 6.40%  annually.  The Company's  retained  interest in the receivables
sold to the Master  Trusts as of December 30, 2001 and  December 31, 2000,  were
approximately $198 million (EUR 224 million) and $131 million (EUR 148 million),
respectively.  This  retained  interest,  which  is  included  in  the  accounts
receivable balance reflected in the consolidated  balance sheets, is recorded at
fair value.  The carrying amount reported in the balance sheets for the retained
interest approximates fair value because of the immediate or short-term maturity
of these financial instruments.  Further, the sensitivity to changes in discount
rates or other assumptions is not significant  because of the limited collection
time, approximately 30 days, of the underlying receivables.  This is reviewed on
an ongoing basis for outstanding  and newly  securitized  receivables.  Proceeds
from the collection  under the Agreements  were $10.7 billion (EUR 12.1 billion)
and $5.2 billion (EUR 5.9 billion) in fiscal 2001 and fiscal 2000, respectively.
Losses,  primarily  representing  interest,  totaled EUR 20 million and EUR 22.9
million in fiscal 2001 and fiscal 2000, respectively.  These are included in the
Consolidated  Statements  of Income  under the caption  "Financing  Costs".  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 the Company  receives  for  servicing  the
receivables approximate the related cost.

The sole purpose of the Master Trusts is to  facilitate  the purchase of various
receivables of U.S.  Foodservice and Alliant to various  third-party  investors.
The Company does not have an equity ownership in the third-party special-purpose
entities that operate as Master  Trusts and does not provide  funding for any of
their  obligations.  The only  assets of the Master  Trusts are the  receivables
purchased that are still  outstanding at year-end.  The obligations of the third
party  special-purpose  entities  equal  the  invested  amount  of  third  party
certificate  holders,  including the accrued  return for the year,  and the fair
value of the residual interests sold, including those sold to the Company.

                                       40

<PAGE>

Generally accepted accounting principles specify the conditions that the Company
observes  in  not  consolidating   special-purpose   entities.   Accounting  for
special-purpose  entities  under  US  GAAP  is  currently  under  review  by the
Financial Accounting Standards Board.  Management is unable to determine at this
time the impact that this review will have on the Company's  financial  position
or results of operations

Equity offering

In September  2001,  we completed an  accelerated  offering of common shares and
ADSs. We issued  80,500,000 common shares in the form of common shares and ADSs,
at an  offering  price of EUR 31.90 per share and  $28.38 per ADS,  raising  net
proceeds of approximately EUR 2.5 billion,  which were used to partially finance
the acquisition of Alliant and Bruno's in November and December, respectively.

Debt financing

In December 2001, Ahold Finance USA issued EUR 600 million of notes,  which will
mature in 2011,  and GBP 500  million  (EUR 806  million)  of notes,  which will
mature  in 2016.  The  notes  bear  interest  at  5.875%  and  6.5%  per  annum,
respectively. The notes, which were issued pursuant to the Company's Euro Medium
Term Note ("EMTN")  program,  are  guaranteed by Royal Ahold.  Ahold Finance has
entered into related swap  transactions  under which it is obligated to pay $534
million at an interest  rate of 6.835% for the Euro debt and $711  million at an
interest rate of 7.493% for the Sterling  debt, in exchange for Euro payments by
the  counterparties  sufficient to pay the notes when due. Proceeds were used to
reduce short-term debt, including that of Alliant.

Also in  December  2001,  Royal  Ahold  issued a EUR 55  million  note,  bearing
interest  at 5.625%  per  annum,  in a private  placement  pursuant  to the EMTN
program.  The note  matures in December  2008 and the proceeds of the issue were
used for general corporate purposes.

On December 17, 2001, we tendered for the remaining  outstanding Bompreco shares
of which 9,546,650 shares were purchased at a price of BRL14.27 per share. As of
the end of fiscal 2001, there were 14,705 shares outstanding.

In May/June  2001,  Ahold Finance USA, an indirect,  wholly-owned  subsidiary of
Ahold,  issued  EUR 1.5  billion  of notes in two  tranches  as part of the EMTN
program,  which mature in 2008 and bear interest at 5.875% per annum.  The notes
are  guaranteed by Ahold and the net proceeds were  primarily  used to refinance
short and medium  term debt  incurred  in  connection  with the  acquisition  of
PYA/Monarch, Parkway and the former Grand Union stores.

In May 2001,  Royal Ahold  issued JPY 33 billion (EUR 300 million) of notes in a
private  placement  pursuant to the EMTN program.  The note has a maturity of 30
years.  The note was  swapped to Euro  liability  of EUR 299  million at a fixed
interest  rate of 7.065%  per  annum.  The  proceeds  were used for  refinancing
purposes in The Netherlands.

In May 2001,  Royal Ahold  obtained a $150 million  (EUR 170 million)  bilateral
loan that  carries a rate of Libor + 10 basis  points and matures  May 2003.  To
receive this loan,  Ahold  pledged the legal  ownership of $150 million of Disco
bonds held by Ahold Belgie, a subsidiary of Ahold.

Other Financing Activities

Cash  provided by financing  activities  in fiscal 2000  consisted  primarily of
proceeds  from the  issuance of short-  term and long- term debt.  In July 2000,
Ahold  Finance  USA,  Inc.  issued in a public  offering  $700  million (EUR 792
million)  of 8  1/4%  notes  due  2010,  which  are  fully  and  unconditionally
guaranteed  by us, and the net proceeds  were used to refinance the debt of U.S.
Foodservice and to pay down short- term facilities. In September 2000, we issued
CZK 3,000  million  (EUR 95 million)  floating  rate notes due 2005 in the Czech
Republic.  The proceeds  were used to repay short- term  facilities in the Czech
Republic. In October 2000, we issued 115,317,164  cumulative preferred financing
shares  with a par  value of EUR 0.25 per  share at an issue  price of EUR 3.50,
resulting in aggregate  proceeds of approximately  EUR 404 million.  We used the
proceeds of the issuance for general corporate  purposes in The Netherlands.  In
December 2000, we

                                       41

<PAGE>

financed the  acquisition of PYA/Monarch  through  borrowings  under  short-term
facilities  and  short-term  EMTN  issues  under our EMTN  program,  which  were
subsequently refinanced in fiscal 2001. Additionally, proceeds from the exercise
of stock  options  totaled  EUR 67 million and EUR 56 million in fiscal 2001 and
fiscal 2000, respectively.  Dividend payments, including dividends on cumulative
preferred  financing  shares,  totaled EUR 125 million in fiscal 2001 and EUR 55
million in fiscal 2000. Capital contribution from minority interest shareholders
was negative EUR 58 million in fiscal 2001 and positive EUR 29 million in fiscal
2000.

Financing  activities  in fiscal  1999  consisted  primarily  of net  additional
long-term and short-term  debt  borrowings  totaling EUR 555 million.  These net
borrowings  include  the  proceeds  from the  $1.0  billion  (EUR  1.1  billion)
aggregate  principal  proceeds of senior notes that Ahold Finance USA Inc issued
in April 1999 to repay the outstanding  borrowings under the credit  facilities.
The senior notes are guaranteed by Royal Ahold and consist of two tranches, $500
million  (EUR 566 million)  principal  amount of 6.25% notes due in May 2009 and
$500 million (EUR 566 million) principal amount of 6.875% notes due in May 2029.
Additionally, capital contributions from minority interest shareholders provided
additional  financing totaling  approximately EUR 326 million, and proceeds from
the  exercise  of stock  options  provided  EUR 21 million.  Dividend  payments,
including  dividends on cumulative  preferred  financing shares,  totaled EUR 46
million.

We have hedged  certain risks related to  fluctuations  of interest rates on our
outstanding   dollar  debt   through  the  purchase  of   derivative   financial
instruments.  We have also used  derivatives to convert  exposures from loans to
local   currencies.   Our   policy   is   to   hedge   only   interest-rate   or
foreign-exchange-transaction  exposure  that are  clearly  identifiable  and, in
principle, not to hedge foreign exchange translation exposure.

During  fiscal  2001,  we  entered  into   cross-currency   swaps  and  numerous
individually  immaterial foreign exchange forward  contracts,  which are used to
hedge  future  payments  in  foreign  currencies  made  to  suppliers  by  their
respective  operating  companies.  We  had  46  financial  derivative  contracts
outstanding as of the end of fiscal 2001.  The notional  amount of these forward
contracts  as of December 30, 2001 was EUR 5.0 billion  (2000:  EUR 1.7 billion)
with a  negative  mark  to  market  value  of EUR  365  million  (2000:  EUR (78
million)).  Of these 46 contracts,  26 have a maturity shorter then one year, 15
have a maturity of one to five years and five have a maturity  ranging from five
to thirty years. Also, of these contracts,  20 hedge USD/BRL exposure,  11 hedge
USD/EUR  exposure,  four  hedge  SEK/NOK  exposure,  and in total 11  derivative
contracts are used to hedge other currency interest rates.

Interest-bearing  debt, including capitalized lease commitments,  was EUR 11,964
million and EUR 10,940  million at the end of fiscal 2000  compared to EUR 4,874
million at the end of fiscal  1999.  The ratio of average net  interest  bearing
debt  over  earnings  before  interest,  taxes,  depreciation  and  amortization
(EBITDA) was 2.52, 2.42 and 2.00 for fiscal 2001, 2000 and 1999 respectively.

Shareholders'  equity was EUR 5,892  million,  EUR 2,503  million  and EUR 2,352
million at year end 2001, 2000 and 1999, respectively.  Group equity, defined as
shareholders' equity and minority interest in shareholders' equity,  represented
20% of total  assets in fiscal  2001  compared  to 12% in fiscal 2000 and 19% in
fiscal 1999.

Shareholders'  equity  determined in accordance with US GAAP would have been EUR
16,210 million at fiscal year end 2001 compared to EUR 13,571 million at the end
of fiscal 2000 and EUR 8,106  million at the end of fiscal 1999.  The  principal
differences  between Dutch GAAP and US GAAP affecting  shareholders'  equity are
the  accounting  treatment of goodwill,  pensions,  sale-leaseback  of property,
derivatives  and  provisions.  See Note 27 of Item 18  included  in this  annual
report.



Recent Developments

At December  30, 2001,  Ahold used a rate of 1ARS=  0.6658 EUR to translate  its
Argentine results. Ahold also used an equivalent rate to translate non-Argentine
peso transactions of its Argentine operations  outstanding at December 30, 2001.
This  resulted in a charge of EUR 214 million to earnings and EUR 148 million to
shareholders'  equity  during  fiscal 2001.  On February 2, 2002,  the Argentine
government  issued a "Pesofication"  decree pursuant to which Royal Ahold may be

                                       42

<PAGE>

able to  convert  certain  third  party US  dollar  debt  held by its  Argentine
operations  and governed by Argentine law to Pesos at a rate of 1:1. As of March
22, 2002, the value of the Peso to the Euro was 1ARS=0.3836  EUR. In response to
the Pesofication  decree and the continued  declining trends of the value of the
Peso, the Company continues to evaluate the impact on its financial results.

In February  2002,  Albert Heijn  announced  the opening of two new  supermarket
formats,  an  extra-large  supermarket,  under the name  Albert  Heijn XL, and a
convenience store format, under the name "AH to go". The larger stores will have
a sales  area of  approximately  4,000 sq.  meters  (40,000  sq.  feet) and will
provide  customers  with  more  fresh  products  and  general  merchandise  than
traditional  Albert Heijn stores.  The convenience stores will be opened at Esso
gasoline stations in The Netherlands and will target the more mobile customer.

In January  2002,  Stop & Shop  announced  that it had signed a letter of intent
with certain creditor  constituencies of Big V Supermarkets to purchase up to 27
Big V Supermarkets  and other assets of the company.  Big V Supermarkets,  which
operates  supermarkets  in  New  York  and  New  Jersey,  filed  for  bankruptcy
protection  in  November  2000.  Stop & Shop has  negotiated  an asset  purchase
agreement with such creditor  constituencies  and Shop & Shop and such creditors
filed a plan of  reorganization  with the bankruptcy court on March 1, 2002. The
closing of the acquisition by Stop & Shop is subject to confirmation of the plan
of reorganization by the bankruptcy court and satisfaction of certain conditions
set forth in the asset purchase agreement,  including antitrust clearance. There
can be no assurance that the acquisition will be completed.

In January 2002, Royal Ahold and its partner, through the existing joint venture
with Paiz Ahold,  formed a new joint  venture with CSU, the leading  supermarket
company and hypermarket operator in Costa Rica and Nicaragua.  Each of the three
partners effectively have a one-third stake in the joint venture, which operates
under the name CARHCO,  the Central American Retail Holding Company.  CARHCO now
operates 253 food stores with annual sales of approximately USD 1.3 billion (EUR
1.5 billion) in Guatemala,  Costa Rica, Honduras, El Salvador and Nicaragua. The
joint  venture will  continue to focus on organic  growth  within these  current
markets, as well as develop retail activities in other regional markets.

In December 2001, Royal Ahold,  through its wholly owned  subsidiary,  Bompreco,
signed an agreement to acquire 32  hypermarkets  and  supermarkets,  and related
assets, from G. Barbosa. G. Barbosa operates in the northeasten Brazilian states
of Sergipe and Bahia and has annual  sales of  approximately  EUR 300 million in
fiscal  2001.  In  February  2002,  Ahold  acquired  90.03% of the  shares of G.
Barbosa;  the  remaining  shares are  expected  to be acquired by the end of the
second quarter of fiscal 2002.


Strategic Outlook

We expect that net sales and  operating  results in fiscal 2002 will  improve in
all regions,  except Latin America.  Because of the economic slowdown in most of
our trading areas, we have budgeted our sales  conservatively  and only expect a
mild  recovery in the latter half of fiscal  2002.  However,  due to  increasing
economies of scale and synergies within our existing operations, we fully expect
to realize solid  earnings  growth,  excluding any  exceptional  items.  We will
continue to focus on joint  sourcing,  best  practice  exchange  and strict cost
controls.  We expect  sales growth in most of our trade  areas,  reflecting  the
strength of our brand name and our commitment to customer service. We anticipate
a slowdown in  acquisition  activity  and will focus on organic  growth for both
sales and earnings.  Organic growth and occasional smaller  acquisitions will be
financed  from  operating  cash and we intend  to limit  our call on  additional
external funds.  Based on our current  business plan, and barring any unforeseen
events or economic  changes,  our overall  financial target is to increase sales
from EUR 66.6 billion in fiscal 2001 to  approximately  EUR 77 billion in fiscal
2002,  representing a 17% increase. We expect organic sales growth to contribute
7 to 8% compared to 6.1% in fiscal  2001.  We  anticipate  that net earnings per
share will rise by 15% in fiscal 2002 (excluding  currency  impact,  exceptional
items and goodwill amortization), while improving our return on invested capital
of our existing  business.  Realization of our earnings  targets,  of course, is
dependent  upon many  factors  and we cannot  assure you that we will be able to
realize this growth.

We expect that our retail  subsidiaries  will continue to generate organic sales
growth,  driven by investments in square footage and  improvements  in sales per
square  foot.  Flexible,   innovative  solutions  in  the  areas  of  home  meal
replacement,  internet-based  delivery  services  and  value-added  services are
anticipated  to contribute to top line growth.  The  development

                                       43

<PAGE>


of loyalty card programs  throughout  our retail network will continue to aid us
in tailoring our assortment to meet local  customers'  needs.  Additionally,  we
anticipate that  developments  in the area of shared finance and  administrative
functions,   joint  sourcing,   category  management,   micro-merchandising  and
expansion of specialty and non-food assortment will contribute to both growth in
net sales and margin improvements.

In the United States, we expect to open 60 new stores and remodel over 200 other
stores in fiscal 2002. We anticipate that sales growth will be somewhat  limited
but will  increase  towards  the latter  half of fiscal  2002 as the  economy is
expected to slowly improve throughout the year. We anticipate that sales will be
approximately  USD 27 billion (EUR 31 billion) in fiscal  2002,  17% growth over
2001, with 7% of that growth coming from organic growth.  Our  acquisitions  are
expected to  contribute  to earnings for fiscal 2002,  although it may initially
dilute operating margins. Centralization of corporate functions among our retail
subsidiaries should also positively impact operating margins.  U.S.  Foodservice
is expected to reach  approximately  USD 18.5 to 19.0  billion (EUR 20.9 to 21.5
billion) in sales.  We have projected much of our growth towards the latter half
of the year, allowing for time to integrate Alliant into U.S.  Foodservice.  The
synergies  gained from combining U.S.  Foodservice  with Alliant are expected to
lead to significant  benefits in our food service division.  Overall,  increased
concentration  of our US business will support us in ensuring the quality of our
supply chain.

In Europe,  growth in net sales and  operating  earnings in The  Netherlands  is
anticipated in all areas of  activities.  Total sales in Europe are projected to
be  approximately  EUR 23 billion in fiscal  2002,  about 6% growth  over fiscal
2001. Almost all of this growth is expected to be from organic growth. Our focus
in Poland will be to generate  net sales growth with an aim to break even within
a two-year time frame. Planned store openings,  primarily compact  hypermarkets,
will lead  that  growth.  In the Czech  Republic,  our  store  opening  program,
including  new  hypermarkets,  will continue  together  with our expansion  into
Slovakia.  Following our recent  acquisitions in Spain, we have a solid platform
from which we will continue to build and consolidate our presence in the Spanish
retail sector.  In  Scandinavia,  we anticipate  continued  improvements  in our
business at both the top and bottom line. We plan to open  approximately 270 new
stores and remodel about 555 other stores in fiscal 2002.

In Latin  America,  general  economic  conditions  remain  uncertain.  Sales are
expected  to  be  significantly  affected  by  currency  fluctuations.  We  have
projected  total  sales to be EUR 3.7  billion  for fiscal  2002;  this is a 24%
decrease  from fiscal 2001 because of the  devaluation  of the  Argentine  Peso.
Organic growth,  excluding currency impacts, is expected to be approximately 5%.
Operating margins are anticipated to be about the same as fiscal 2001. In fiscal
2001, we took an  exceptional  charge of EUR 214 million for the  translation of
dollar  denominated  debt as a result of the  devaluation of the Argentine Peso.
The  continued  economic  crisis  in  Argentina  may  cause  us to take  further
exceptional charges in 2002. We expect our newly formed partnership with CARHCO,
which we  completed  in January of this year,  will  contribute  to our earnings
goals  for  fiscal  2002.  As  a  result  of  this  new  partnership,   we  will
deconsolidate La Fragua in accordance with our consolidation  policies, as noted
in Note 2 of the consolidated financial statements.

In fiscal 2002, the focus of our operations in Malaysia,  Thailand and Indonesia
will  continue  to center upon  building a  profitable  business.  Net sales are
anticipated to be approximately EUR 500 million,  an increase of 25% over fiscal
2001,  and we  expect  losses  will  continue  to be  reduced.  We  plan to open
approximately 25 new stores in Asia in fiscal 2002.

Throughout our network, we will prudently pursue opportunities to strengthen our
market  performance  and  capitalize on our  economies of scale.  In an on-going
effort to control  costs within our network,  we will  continue our  continental
approach to providing  support services to our business,  including  accelerated
integration of our European business.  Our multi-channel,  multi-format strategy
grants us the flexibility to react to the ever-changing  consumption patterns of
our customers and will continue to be our strength going forward.

                                       44

<PAGE>


ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

Supervisory Board

Our Supervisory  Board is an independent  corporate body. The General Meeting of
Shareholders  is  entitled  to  appoint,  suspend  and  dismiss  members  of the
Supervisory Board.  Members of the Supervisory Board are appointed for a term of
four years. In accordance  with article 21.4 of the Articles of  Association,  a
member  of the  Supervisory  Board  must  retire  upon  reaching  the age of 72.
Pursuant to new  legislation  effective as of April 23, 2002,  the age limit has
been removed from the Dutch Civil Code. According to the explanatory  memorandum
to this  legislation an age limit is only permitted if objective  conditions are
set. Only natural persons can be members of the Supervisory Board.

The Supervisory Board determines the number of members of the Supervisory Board.

The approval of the Supervisory Board is required for certain resolutions of the
Corporate  Executive  Board. In addition,  the Supervisory  Board is entitled to
adopt a list of resolutions of the Corporate Executive Board that are subject to
approval by the Supervisory Board. To date the Supervisory Board has not adopted
such list.  The  Supervisory  Board  supervises  the  policies  conducted by the
Corporate  Executive  Board,  as well as the general  course of affairs of Royal
Ahold and its business.  In performing their duties,  members of the Supervisory
Board must consider the interests of Royal Ahold and its business.

The Supervisory  Board may make a non-binding  recommendation  for candidates to
fill a vacancy on the Supervisory Board, such that for each appointment a choice
can  be  made  from a  least  two  persons.  However,  the  General  Meeting  of
Shareholders  may at all times  overrule the binding nature of such a nomination
by a resolution  adopted by at least a two thirds majority of the votes cast, if
such majority represents more than half the issued share capital.

The General Meeting of Shareholders is entitled to suspend or dismiss members of
the Supervisory Board, by a resolution adopted by at least a two thirds majority
of the votes cast, if such majority  represents  more than half the issued share
capital.


During fiscal 2001, the following members of the Supervisory Board resigned:

R.J. Nelissen as of May 5, 2001;
J.A. van Kemenade as of December 1, 2001;
C. Boonstra as of September 3, 2001;

On April 4, 2002,  we announced a proposal of nominees for the  vacancies in the
Supervisory  Board.  These  appointments  will be effective as from September 1,
2002.  For  more  information  on  these  amendments,  please  see  this  Item 6
"Directors, Senior Management and Employees-Supervisory Board."

In accordance  with article 21.2,  21.4 and 16.4 of the Articles of Association,
the  Supervisory  Board has drawn-up the  following  binding  recommendation  of
nominees for the vacancies to be filled in the Supervisory  Board of Koninklijke
Ahold N.V.

1.   H. de Ruiter,  Currently a member of the  Supervisory  Board of Koninklijke
     Ahold N.V.
     L.J.R. de Vink,  Currently a member of the Supervisory Board of Koninklijke
     Ahold N.V.

2.   L.J.R. de Vink,  Currently a member of the Supervisory Board of Koninklijke
     Ahold N.V.
     S.E. Eisma, Currently a lawyer in the Hague, partner of De Brauw Blackstone
     Westbroek, NV.

3.   K.  Vuursteen,  For the last 9 years  Mr.  Vuursteen  was  Chairman  of the
     Executive  Board of Heineken  N.V.
     M. van Olffen,  Currently the Civil law notary in Amsterdam,  partner of De
     Brauw Blackstone Westbroek, N.V.

                                       45

<PAGE>

A  Supervisory  Board  member shall resign no later than on the day of the first
General  Meeting of  Shareholders  to be held upon the  expiration of four years
after  appointment as a Supervisory  Board member.  A member shall resign in any
event on the day on which the Annual General  Meeting is held in the fiscal year
of the Company in which he or she attains the age of seventy-two years.

As of March 22, 2002, the members of the Supervisory Board were as follows:

<TABLE>
<CAPTION>
Name                 Date of birth      Business Experience and Activities
<S>                  <C>                <C>
H. de Ruiter         March 3, 1934      Henny de Ruiter is a Dutch national.  He was first appointed in 1994 and has been
(Chairman)                              reappointed  until 2002.  Mr. De Ruiter is a former Managing  Director and also a
                                        member  of the  Supervisory  Board of N.V.  Koninklijke  Nederlandsche  Petroleum
                                        Maatschappij.  In  addition,  he is a member of the  Supervisory  Boards of Aegon
                                        N.V.,  Beers N.V.,  Heineken N.V., Corus Group PLC, Vopak N.V. and Wolters Kluwer
                                        N.V.

R. Fahlin            November 8, 1938   Roland Fahlin is a Swedish national. He was first appointed in 2001 and his term
                                        runs until  2005.  Mr.  Fahlin is former  Chairman  and  President  of ICA AB in
                                        Sweden. He is Chairman of the IFL/Swedish Institute of Management,  board member
                                        of the Stockholm Chamber of Commerce and Chairman of CIES in Paris.

Sir Michael Perry    February 26, 1934  Sir Michael Perry GBE is a British national.  He was first appointed in 1997 and
                                        his term runs until 2004.  Sir Michael is a former  Chairman of Unilever plc. He
                                        is  currently  Chairman of Centrica  plc,  President of the  Marketing  Council,
                                        Chairman of the Shakespeare  Globe Trust,  Chairman of the British  Government's
                                        Senior Salaries Review Body and Chairman of the Oxford University  Faculty Board
                                        for Management.

C.P. Schneider       August 16, 1953    Dr. Cynthia P.  Schneider is an American  national.  She was first  appointed in
                                        2001 and her term runs until 2005. Dr.  Schneider is a former  Ambassador of the
                                        United States to The  Netherlands.  She is an associate  professor at Georgetown
                                        University  (Washington,  DC) teaching  both in the College of Arts and Sciences
                                        and the  School  of  Foreign  Service.  She is also a  member  of the  Board  of
                                        Directors of Humanity in Action.

R.G. Tobin           July 13, 1938      Robert G. Tobin is an American national.  He was first appointed in 2001 and his
                                        term runs until 2005. Mr. Tobin is a former  Chairman and CEO of Stop & Shop. In
                                        1998,  Mr. Tobin was appointed  President and CEO of Ahold USA as well as member
                                        of the Executive Board of Ahold, from which he retired in 2001.

L.J.R. de Vink       February 12, 1945  Lodewijk J.R. de Vink is an American  national.  He was first  appointed in 1998
                                        and his term runs until  2002.  Mr. De Vink is  Chairman  of Global  Health Care
                                        Partners,  a private equity group with Credit Suisse First Boston.  He is former
                                        Chairman,  President & CEO and a Director of the Warner-Lambert  Company.  He is
                                        also a Director of the National Foundation for Infectious Diseases, United Negro
                                        College Fund,  Nyenrode  University,  National Actors Theater and the New Jersey
                                        Performing Arts Center, and a member of the Advisory Board of Sotheby's.

</TABLE>

Corporate Executive Board


The Corporate Executive Board is responsible for the management of our business.
The  Corporate  Executive  Board must  consist of at least three  members or two
members and a deputy  member.  With due  observance  of this  minimum  number of
members,  the  Supervisory  Board is entitled to determine the number of members
and deputy  members of the Corporate  Executive  Board.  The General  Meeting of
Shareholders  is  entitled  to  appoint,  suspend  and  dismiss  members  of the
Corporate   Executive   Board.   The  Supervisory   Board  may  make  a  binding
recommendation  for  candidates  to fill a vacancy  on the  Corporate  Executive
Board,  such that for each  appointment  a choice  can be made from at least two
persons.  However, the General Meeting of Shareholders may at all times overrule
the binding  nature of such a nomination  by a resolution  adopted by at least a
two thirds  majority of the votes cast,  if such majority  represents  more than
half the issued share capital.

The General  Meeting of  Shareholders is entitled to suspend or dismiss a member
of the  Corporate  Executive  Board by a  resolution  adopted  by at least a two
thirds  majority of the votes cast, if such majority  represents  more than half
the issued share capital.


                                       46

<PAGE>


As of March 22,  2002,  the  members of the  Corporate  Executive  Board were as
follows:

<TABLE>
<CAPTION>
Name                    Date of Birth        Business Experience and Activities
<S>                     <C>                  <C>
C.H. van der Hoeven     September 9, 1947    Cees van der Hoeven  joined Royal Ahold in 1985 as Executive  Vice  President of
President                                    Finance and  Administration.  He was appointed  President/CEO  in March 1993. In
                                             this position,  Mr. van der Hoeven is responsible for  management,  development,
                                             communications,  global sourcing, and legal affairs. Prior to joining Ahold, Mr.
                                             van der Hoeven held the position of Finance  Director of  Petroleum  Development
                                             Corporation,  Finance Director for Nederlandse  Aardolie  Maatschappij (NAM) and
                                             various positions with Royal Shell  International.  Mr. van der Hoeven is also a
                                             member of the Supervisory Board of ABN AMRO Bank N.V., KPN (Royal Dutch Telecom)
                                             and LVMH (Moet Hennessy Louis Vuitton).

J.G. Andreae            April 25, 1946       Jan Andreae joined Royal Ahold in 1980 and has held various positions since that
                                             time,  including  President  of Albert  Heijn and his most recent  position as a
                                             member of the Corporate  Executive Board. Mr. Andreae was appointed to the board
                                             in 1997 and is responsible for our European operations.  Mr. Andreae is also the
                                             President  of  the  Supervisory  Board  of SVM  (foundation  for  packaging  and
                                             environment),  Chairman of Raad NDH (Dutch  Retail  Council),  President of ERRT
                                             (European  Retail Round Table),  Member of the  Supervisory  Council  Hogeschool
                                             Amsterdam, and Board member of CIES.

W.J. Grize              March 26, 1946       William Grize joined Stop & Shop in 1967. He has been a Board member since 2001.
                                             He is also  President  and CEO of Ahold USA,  Inc.  He is a liaison  officer for
                                             retail  operations  in the United  States.  Mr.  Grize is a Trustee of the Joint
                                             Labor  Management  Committee  in  Washington,  D.C.  He  serves on the Coca Cola
                                             Retailing  Research Council,  and the Uniform Code Council as an Executive Board
                                             Member and member of the Board of  Governors.  He is Trustee of the Dana  Farber
                                             Cancer  Institute and member of the Jimmy Fund's  Partnership  Advisory Board at
                                             the Dana Farber Cancer Hospital in Boston.

A.M. Meurs              November 5, 1950     Michiel Meurs joined Royal Ahold in 1992 as Vice President Finance and has since
                                             then held the positions of Senior Vice President Finance,  Senior Vice President
                                             Business  Development  and Member of the Executive  Board and CFO. Mr. Meurs was
                                             appointed to the Board in April 1997 and is responsible for the  administration,
                                             finance,  internal  audit and  business  development  of Royal  Ahold.  Prior to
                                             joining  Ahold,  Mr. Meurs worked as the Senior Vice President for ABN AMRO Bank
                                             in Rotterdam and various other  positions with ABN Bank in The  Netherlands  and
                                             Singapore.  Mr. Meurs is also a member of the Supervisory  Board of Van der Hoop
                                             Effectenbank N.V. and a member of the Supervisory Board of Schuitema, N.V.

J.L. Miller             October 19, 1948     James Miller founded U.S.  Foodservice in 1989. He has been a Board member since
                                             2001.  Mr. Miller  served as Chairman of the Board of  Directors,  President and
                                             Chief Executive  Officer of U.S.  Foodservice since December 1997. Prior to that
                                             he served as Chairman of the Board of Directors,  President and Chief  Executive
                                             Officer of JP Foodservice  since July 1989. From 1986 to 1989, Mr. Miller served
                                             as Executive Vice President and Chief Operating  Officer of  PYA/Monarch.  He is
                                             currently the Liaison officer for foodservice operations in the United States.

M.P.M. de Raad          January 7, 1945      Theo de Raad joined Royal Ahold in 2001 as a member of the Executive  Board. Mr.
                                             de  Raad  resumed  responsibility  for  our  Latin  American  and  Asia  Pacific
                                             operations. Prior to joining Ahold, Mr. de Raad held the position of a member of
                                             the Executive Board of Directors of METRO AG, Chairman of the Executive Board of
                                             Directors of SHV MAKRO N.V. and a member of the Executive  Board of Directors of
                                             SHV Holdings N.V.

</TABLE>


                                       47
<PAGE>


Other Executive Officers
As of March 22, 2002, other key executive  officers,  who are not members of the
Corporate Executive Board, were as follows:

<TABLE>
<CAPTION>
Name                     Date of Birth       Business Experience and Activities
<S>                      <C>                 <C>
G.J.G. van Breen         November 16, 1956   Gerard van Breen joined Ahold in 1987 as the  Marketing  Manager of Albert Heijn
                                             Institutional  Food Supply and has held several  Marketing  positions within the
                                             company  since that time.  In January  2000,  he was  appointed  to Senior  Vice
                                             President of Ahold Global  Sourcing.  Prior to joining Ahold, Mr. Van Breen held
                                             various marketing and sales positions within Colgate Palmolive Benelux (Belgium)
                                             and  Weesp  (The  Netherlands).  Mr.  van  Breen  is also  the  chairman  of the
                                             Supervisory  Board of AMS Marketing Service B.V., a member of the Advisory Board
                                             European Food Management Institute of the Erasmus University and Board member of
                                             ICA Ahold AB.

A.J. Brouwer             September 27, 1961  Arthur  Brouwer  joined  Ahold  in  1992 as the  Vice  President  of  Management
                                             Development  and  Organization  and was  promoted  to Senior Vice  President  of
                                             Management Development and Organization in October 1997. Prior to joining Ahold,
                                             Mr.  Brouwer  held the  position  of Manager  of Human  Resources  Planning  and
                                             Development at Mercedes-Benz  Nederland B.V. Currently,  Mr. Brouwer is also the
                                             Chief Support Officer of the European Competence Center.

A. Buitenhuis            February 1, 1947    Andre  Buitenhuis  joined  Ahold in 1983 as Vice  President  in Ahold  corporate
                                             financial  staff.  In 1996, he was appointed to Senior Vice President of Finance
                                             and Fiscal Affairs.  Prior to joining Ahold, Mr. Buitenhuis held a position with
                                             the Dutch  Revenue  Service  and served on the  Amsterdam  Corporate  Income Tax
                                             Inspectorate. Mr. Buitenhuis is also a member of the Amcham's Tax Committee.

H. Gobes                 August 15, 1938     Hans Gobes  joined  Ahold in 1990 in the  position of Senior Vice  President  of
                                             Communications.  Prior to joining Ahold, Mr. Gobes held the position of Director
                                             of   Communications   for  DSM  chemical   company  and  several   international
                                             communication positions for the American Polaroid Corporation.

A.H.P.M. van Tielraden   September 1, 1955   Ton van Tielraden  joined Ahold in 1997 as the Vice President and Deputy General
                                             Counsel and was  promoted  in January  2000 to Senior  Vice  President  of Legal
                                             Affairs and General Counsel.  Prior to joining Ahold, Mr. Van Tielraden held the
                                             position of Director of Legal Affairs for Hagemeyer  N.V.,  Senior Legal Advisor
                                             for Unilever B.V., and General Counsel for Quest International.

L.A.P.A. Verhelst        May 31, 1943        Bert Verhelst  joined Ahold in 1997 in the position of Senior Vice  President of
                                             Administration.  Prior to joining Ahold,  Mr. Verhelst was a Member of the Board
                                             of Directors for Koninklijke BolsWessanen N.V., Member of the Board of Directors
                                             of N.V. Koninklijke  Distilleerderijen Erven Lucas Bols and Managing Director of
                                             Pays-Bas Property Fund N.V.

N.L.J. Berger            December 20, 1952   Nol Berger joined Ahold in 1989 in the position of Deputy  General  Counsel.  In
                                             1994, he was appointed as Corporate  Secretary of Royal Ahold.  Prior to joining
                                             Ahold,  Mr.  Berger  held  positions  with  Amsterdam-Rotterdam  Bank  N.V.  and
                                             Nederlandsche Credietverzekering Mij. N.V.

J.P. Herweijer           May 27, 1950        Jan Pieter  Herweijer joined Ahold in 2000 as the Senior Vice President of IS&T.
                                             Prior to joining  Ahold,  Mr.  Herweijer  held the position of Vice President of
                                             Professional Services and Global Processes at Origin International, Director and
                                             Chairman  of IBM  Global  Services  Netherlands  and a  Member  of the  Board of
                                             Getronics N.V.

Th. Smit                 July 25, 1956       Thijs  Smit  joined  Ahold in August  of 2000 in the  position  of  Senior  Vice
                                             President of Internal Audit Europe.  Prior to joining  Ahold,  Mr. Smit held the
                                             positions  of  Director  of  Audit at  Corus,  Head of  Internal  Audit at Royal
                                             Hoogovens  N.V.,  Director  of  Finance  at  Belgische  Distributie  and Head of
                                             Internal  Audit at PTT Post.  Currently,  Mr. Smit is also a Boardmember  of the
                                             Institute  of  Internal   Auditors   Netherlands  and  participates  in  several
                                             committees regarding the audit profession.

R.J. van Solt            May 5, 1948         Ronald  van Solt  joined  Ahold in 1976 and has held  various  positions  in the
                                             company  since that time.  Mr. Van Solt was  appointed to the position of Senior
                                             Executive  Vice  President of Strategy and Planning in 2000.  Prior to this, Mr.
                                             Van Solt held the positions of President and CEO of Albert Heijn B.V. and Senior
                                             Vice President of Business Development of Albert Heijn B.V.

</TABLE>


Compensation of Directors and Officers
The aggregate  amount of compensation  paid by us in fiscal 2001 for services in
all  capacities to the  Supervisory  Board (the  "Directors")  and the Corporate
Executive Board, the Senior Vice Presidents and the Corporate Secretary of Royal
Ahold  (collectively  referred to as the  "Officers")  was EUR 15.9 million.  In
addition,  in fiscal 2001, we made aggregate  contributions in the amount of EUR
6.2 million to pension plans on behalf of the Directors and Officers.  A portion
of the compensation of the members of the Corporate  Executive Board is based on
the outcome of key performance indicators. Currently, no other service contracts
other than those described  above,  exist which provide  benefits to officers or
directors upon termination of service.


                                       48
<PAGE>

Share Ownership
For full disclosure of stock options held by Officers and Directors,  along with
a description of the stock option plan,  please see Note 19 to the  consolidated
financial statements included elsewhere in this annual report.

Employees  of  our   subsidiaries  in  The  Netherlands  and  customers  of  our
supermarket  chain,  Albert Heijn,  are entitled to  participate in the AH Vaste
Klanten Fonds ("AHVKF" or "Dutch  Customer  Fund").  The AHVKF is an arrangement
through which customers of Royal Ahold's Dutch supermarket chain,  Albert Heijn,
as well  as our  employees  in The  Netherlands  and  members  of our  Corporate
Executive  Board  and  Supervisory   Board,  can  indirectly  benefit  from  the
profitability of Royal Ahold. Fortis Investment  Management  Netherlands N.V. is
responsible for investing half of the funds of AHVKF in our common shares listed
on Euronext Amsterdam. The other half of the funds of the AHVKF is lent to us at
the European Central Bank rate plus 1.25%.  N.V.  Nederlandsch  Administratie en
Trustkantoor  ("NATK",  Dutch for "Dutch  Administration  and Trust  Office") in
Amsterdam  administers  the  AHVKF.  As of the end of fiscal  2001,  AHVKF  held
5,953,955 common shares.

As of March 22, 2002, the members of our Corporate  Executive  Board were direct
holders of 32,301 units in the AHVKF. Of these  participations  Mr. C.H. van der
Hoeven held 15,909,  Mr. A.M.  Meurs 4,974 and Mr. J.G.  Andreae  11,418.  As of
March 22,  2002,  the  members of our  Corporate  Executive  Board do not own on
behalf of third parties or other companies any  participations  in the AHVKF. As
of March 22,  2002,  the  members of the  Supervisory  Board do not own,  either
directly or indirectly,  on their own behalf or on behalf of other  companies or
third parties any common participations in the AHVKF.

In addition,  as of March 22, 2002, the members of our Corporate Executive Board
were direct  holders of 22,561 Royal Ahold common shares.  Of these shares,  Mr.
C.H.  van der Hoeven held 1,750,  Mr.  A.M.  Meurs held 334,  Mr. J. Miller held
14,712,  Mr. W. Grize held 4,639 and Mr. M.P.M. de Raad held 1,126, all of which
are  substantially  less than 1% of the total share capital.  The members of our
Executive  Board are not indirect owners other than as discussed  above,  nor do
they hold any  power of  attorney  to vote any  common  shares  nor do they hold
voting rights  through any  intermediate  person.  Likewise,  the members of the
Corporate Executive Board are not direct or indirect owners nor do they hold any
power of attorney to vote on cumulative preferred financing shares.

As of March 22, 2002, the members of the  Supervisory  Board do not own,  either
directly or  indirectly,  or on behalf of other  companies or third  parties any
common shares or cumulative preferred financing shares.

Audit Committee
The audit  committee is responsible  for providing on behalf of the  Supervisory
Board,  supervision of our accounting and reporting policies and procedures,  as
well as the supervision of risk assessment and internal controls.  In fulfilling
their responsibilities, it is recognized that members of the audit committee are
not,  and  do not  represent  themselves  to  be,  accountants  or  auditors  by
profession,  nor experts in the field of accounting and auditing,  but rather to
have a basic  understanding  of the  financial  statements  and condition of the
company.

The audit  committee is comprised of at least three  members of the  Supervisory
Board and is chaired by the President of the Supervisory  Board.  Members of the
audit committee are elected by the  Supervisory  Board for a period of two years
and serve until their successors are duly elected and qualified. As of March 22,
2002, the audit committee members were as follows:

H. de Ruiter
L.J.R. de Vink
R. Fahlin

Remuneration Committee
The  remuneration  committee is  responsible  for the review and proposal to the
Supervisory Board of the remuneration of the members of the Corporate  Executive
Board.  The  remuneration  committee  is  comprised  of  three  members  of  the
Supervisory  Board.  Members of the  remuneration  committee  are elected by the
Supervisory Board for a period of two years and serve until their successors are
duly elected and qualified. As of March 22, 2002, the remuneration committee



                                       49
<PAGE>

members were as follows:

H. de Ruiter
Sir Michael Perry

Employees
The average number of associates employed by us in fiscal 2001 were:

o    171,170  in the  United  States;
o    132,048 in Europe;
o    59,736 in Latin America; and
o    8,504 in Asia Pacific.

A large portion of these 371,458 employees were part-time  employees.  As of the
end of fiscal 2001, we had 270,739 full-time  employee  equivalents  compared to
248,053 as of the end of fiscal 2000 and  208,983 as of the end of fiscal  1999.
The number of employees  rose in fiscal 2001 primarily  because of  acquisitions
and opening of new stores.


ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

We are not directly or indirectly owned or controlled by another  corporation or
by any foreign  government.  Except as  described  under  "Cumulative  Preferred
Shares" below,  there are no arrangements  known to us that may, at a subsequent
date, result in a change in our control.

Cumulative Preferred Shares

In March 1989 we,  together with Stichting Ahold  Continuiteit  ("SAC" or "Ahold
Continuity  Foundation"),  entered into an agreement  (the "option  agreement").
This option  agreement  was  amended and  restated in April 1994 and March 1997.
Pursuant to this option agreement, SAC was granted an option to acquire from us,
from time to time until March 2004,  cumulative  preferred  shares up to a total
par value  that is equal to the total par value of all  issued  and  outstanding
shares of our capital  stock at the time of exercising  the option.  We have the
right,  pursuant to the option agreement,  to place cumulative  preferred shares
with SAC up to a total par value that is equal to the total nominal value of all
issued and  outstanding  shares of our capital  stock at the time of placing the
cumulative  preferred shares. The holders of the cumulative preferred shares are
entitled to 2,000 votes per share and a cumulative  dividend on the  outstanding
and paid-up shares, based on AIBOR, with a minimum dividend of 5.75%. Subject to
limited  exceptions,  each transfer of cumulative  preferred shares requires the
approval of the Corporate Executive Board.  Cumulative preferred shares can only
be issued in registered  form. No share  certificates  are issued for cumulative
preferred shares.

We  may  stipulate  that  only  25% of the  nominal  value  will  be  paid  upon
subscription  for cumulative  preferred  shares until payment in full of the par
value is later called by us. No cumulative  preferred shares have been issued or
were outstanding during fiscal years 2001, 2000 or 1999.

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 us, and could have
the effect of delaying, deferring and preventing a change in our control.



                                       50

<PAGE>

SAC is a  non-membership  organization  with a  self-appointed  managing  board,
organized  under the laws of The  Netherlands.  Its statutory  objectives are to
enhance our continuity and identity in case of a hostile take-over  attempt.  As
of March 22, 2002, the members of the board of the SAC were:

Name                   Principal occupation or relation to Royal Ahold
Voting members
J.J. Slechte           Former President of Shell Nederland B.V.
W.E. de Vin            Former Civil Law Notary
P.J. van Dun           Former Executive Vice President of Royal Ahold

Non-voting members
H. de Ruiter           Chairman of the Supervisory Board of Royal Ahold
C.H. van der Hoeven    President of the Corporate Executive Board of Royal Ahold

Significant ownership of voting shares, including cumulative preferred financing
shares

Under the 1996  Netherlands' Act of Disclosure of Holdings in Listed  Companies,
or the  Disclosure  Act,  any person who,  directly or  indirectly,  acquires or
disposes of an interest in the capital or the voting rights of a public  limited
liability  company  incorporated  under Dutch law with an official  listing on a
stock exchange within the European  Economic Area, must give a written notice to
the company of such acquisition or disposal,  if as a result of such acquisition
or disposal the  percentage  of legal or beneficial  capital  interest or voting
rights held by such person falls within another  percentage range as compared to
the percentage  range held by such person prior to such acquisition or disposal.
The percentage ranges are 0-5, 5-10, 10-25, 25-50, 50-662/3 and over 662/3.

As of March 22, 2002,  except as discussed  below, we do not know of any persons
that own of record or beneficially more than 5% of any class of capital interest
and/or voting rights.  All of the issued and  outstanding  cumulative  preferred
financing  shares are held by a trustee  that  issued  corresponding  depositary
receipts  to  the  following  five  investors:  Fortis  N.V.(7,95%),  ING  Groep
N.V.(7,42%),   Cooperatie  Achmea   U.A.(7,21%),   Aegon  N.V.(6,11%)  and  CGNU
plc.(5,10%).  These  investors do not hold the voting rights in connection  with
these depositary receipts because the trustee exercises all of the voting rights
attached to the cumulative preferred shares, as described in Item 10 "Additional
Information - Voting Rights".

Voting rights of shareholders  owning more than 5% of any class of shares do not
differ from other  shareholders.  For more details on voting  rights  please see
Item 10-  "Additional  Information - Articles of Association - Voting Rights" of
this annual report.

With  respect to the bearer  common  shares,  we do not  maintain a register  of
holders of such shares.  Therefore, we do not know of the existence and identity
of parties, if any, which own more than 5% of our common shares.  Therefore,  we
do not know the number and  percentage  of common  shares in bearer form held by
directors and officers as a group.

For  information  on  the  number  of  registered  common  shares  and  American
Depositary  Receipts  held by holders  having  their  registered  address in the
United States, please see Item 9 "The Offer and Listing".

Related Party Transactions

In the ordinary course of business,  Royal Ahold has had sales transactions with
its unconsolidated  subsidiary,  Statoil Detaljhandel,  which amounted to EUR 80
million in fiscal 2001 and EUR 86 million in fiscal  2000.  At the end of fiscal
2001 and fiscal 2000, amounts receivable from Statoil Detaljhandel totaled EUR 2
million and EUR 2 million,  respectively.  In the  ordinary  course of business,
Royal Ahold has had purchase  transactions  with its  unconsolidated  subsidiary
Luiz Paez,  which  amounted  to EUR 7 million in fiscal  2001,  EUR 8 million in
fiscal  2000 and EUR 8  million  in  fiscal  1999.  The  Company  also  provided
financing  to Luis Paez and  received  interest of EUR 2 million in fiscal 2001,
EUR 2 million in fiscal 2000.  and EUR 0.2 million in fiscal 1999. At the end of
fiscal 2001,  2000 and 1999,  amounts  receivable  from Luiz Paez totaled EUR 82
million, EUR 42 million and EUR 3 million, respectively.


                                       51

<PAGE>


In January  1994, a group of our Dutch  managers and  employees  placed a EUR 15
million capital  investment in the AHVKF,  an independent  investment fund which
invests  all of its assets in our shares and debt.  The capital  investment  had
been held by Het  Weerpad  B.V.,  an  investment  company  of the Heijn  family,
founders of Royal Ahold.  We made loans to this group of managers and employees,
which included some of our Officers, to assist them with their investment in the
Fund.  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 secured by each individual's corresponding investment in the Fund.

In July 1996 and April 1998, additional loans were granted to our Dutch managers
and  employees to purchase  additional  investments  in the Fund.  Some Officers
participated  in these  purchases.  As of the end of fiscal 2001, a total of EUR
43.8 million of loans was outstanding  from  approximately  3,500 Dutch managers
and employees, including EUR 0.5 million in amounts due from our Officers.


ITEM 8. FINANCIAL INFORMATION

Consolidated Statements and Other Financial Information
Our consolidated  financial statements have been audited by independent auditors
in accordance with auditing standards  generally accepted in The Netherlands and
the United States. For a discussion of the principal  differences  between Dutch
GAAP and US GAAP relevant to Royal Ahold, please see Note 27 to the consolidated
financial statements,  included in Item 18 of this annual report. A consolidated
balance sheet, statement of change in shareholders' equity and statement of cash
flows is  presented  for fiscal 2001 and fiscal  2000 along with a  consolidated
statement of income for fiscal 2001, fiscal 2000 and fiscal 1999.

Litigation and Legal Proceedings
We are  involved  in a  litigation  matter  arising  out of Stop &  Shop's  1992
spin-off  of  Bradlees  Stores,  Inc.  ("Bradlees").  In  connection  with  this
spin-off,  Stop &  Shop,  Bradlees  and  Vornado,  Inc.  entered  into a  Master
Agreement  and  Guaranty,  dated  as of May 1,  1992  (the  "Master  Agreement")
relating to certain  commercial  real  property  leases Stop & Shop  assigned to
Bradlees.  The Master Agreement  concerns 18 leases for which Vornado,  Inc. (or
certain of its affiliates) is the landlord. Under certain circumstances,  Stop &
Shop may still have liability  under certain of the leases covered by the Master
Agreement in the event of non-performance  by Bradlees or a subsequent  assignee
(as discussed  below) under such leases.  We believe that any liability  that we
may have with respect to these  leases will not have any material  effect on our
financial  condition  or  operating  results or on our  subsidiaries  taken as a
whole.

Pursuant to a 1995 bankruptcy  reorganization  of Bradlees,  Bradlees  assumed a
number of leases, including leases that Stop & Shop had assigned to Bradlees and
leases  covered by the Master  Agreement.  On December 26, 2000,  Bradlees again
filed for  bankruptcy  protection  to wind down its business and  liquidate  its
assets. In the context of Bradlees' bankruptcy, in January 2001, Stop & Shop and
Bradlees entered into an agreement (the "Lease  Disposition  Agreement") for the
sale and disposition of all of the 114 Bradlees real property leases,  including
those  leases  under which Stop & Shop may have  potential  liability  under the
Master Agreement or otherwise.  Under the Lease  Designation  Agreement,  Stop &
Shop was permitted to designate  third-party  purchasers for all of the Bradlees
leases,  with all purchases  being  subject to a subsequent  auction to maximize
value. In addition,  Stop & Shop could exclude leases from the Lease Designation
Agreement,  which  Bradlees would then have the right to reject if not otherwise
sold, with Stop & Shop being  responsible for Bradlees' lease rejection  damages
exceeding  $30  million  (other  than with  respect to certain  specific  leases
designated  as "Excluded  Leases").  Stop & Shop could also purchase some of the
Bradlees  leases,  subject to an auction  process  where other  parties would be
entitled to submit bids.

In February 2001, the bankruptcy court approved the Lease Designation  Agreement
over the  objection  of Vornado  Realty  Trust,  the landlord for certain of the
leased properties.  This decision was upheld by the United States District Court
for the Southern District of New York upon an appeal by Vornado Realty Trust. No
appeal from the district court decision was filed.


                                       52

<PAGE>

The  disposition  of all leases  under the Lease  Designation  Agreement  is now
complete.  Of the 114 Bradlees' store,  non-store and other leases, 53 have been
assigned to third parties or consensually  returned to the respective  landlords
(no  further  payments  are  currently  due from Stop & Shop  under  the  leases
assigned to third parties or returned to the landlords), 21 leases were assigned
to Stop & Shop and 40 leases,  including  fifteen  "Excluded  Leases," have been
rejected in the  bankruptcy  proceeding.  Stop & Shop may still  retain or incur
liability under certain of these leases under certain circumstances.  We believe
that any  liability  that we may have with respect to these leases will not have
any material  effect on our financial  condition or operating  results or on our
subsidiaries taken as a whole.

On or about December 20, 2001, Vornado Realty Trust and several related entities
("Vornado")  filed a complaint  against Stop & Shop in the Supreme  Court of the
State of New York,  County of New York. In the complaint,  Vornado  alleges that
Stop & Shop has  failed to pay  amounts  due under the Master  Agreement  for 15
commercial real property leases, and seeks a judgment in the aggregate amount of
at least $3.3 million.  The amount sought  comprises  amounts that are allegedly
due  under  the  leases  at issue  as of  December  20,  2001  (the  date of the
complaint).  Stop & Shop has  already  paid  approximately  $1.3  million of the
amount sought in the complaint, and contests its obligation to pay the remaining
amounts.  On or about  January 31, 2002,  Stop & Shop  answered  the  complaint.
Discovery  has not yet begun.  We believe we have  meritorious  defenses  and we
intend to defend the action  vigorously and that any damages  awarded against us
would not be material to us.  Accordingly,  we believe this case will not have a
material effect on our financial position or operating results.

We are currently involved in a litigation matter arising out of an Agreement and
Plan of Merger,  dated March 9, 1999 (the "Merger  Agreement"),  between us, our
subsidiary Ahold Acquisition, and SMG-II Holdings Corp. ("SMG-II"), the indirect
parent of the entity owning the Pathmark chain of supermarkets.  Pursuant to the
Merger  Agreement,  Ahold  Acquisition  was to  acquire  the  Pathmark  chain of
supermarkets by merging with SMG-II.  In accordance with the terms of the Merger
Agreement,  we terminated  the Merger  Agreement on December 16, 1999 because we
could not obtain the necessary  governmental  antitrust approvals for the merger
contemplated by the Merger Agreement.  Prior to our termination,  SMG-II alleged
that we had  breached the Merger  Agreement by failing to use "best  efforts" to
obtain  all  necessary  approvals.  We filed a  complaint,  and later an amended
complaint,  in New York State Court seeking (1) a declaratory  judgment that (a)
the "best  efforts"  provisions  are  unenforceable,  (b) we did not  breach any
provision of the Merger Agreement,  including the "best efforts" provisions, and
(c) we properly  terminated  the Merger  Agreement  on December 16, 1999 and (2)
damages for SMG-II's breaches of the Merger Agreement in an amount consisting of
at least  our  transactional  costs.  SMG-II  filed an answer  and  counterclaim
seeking  damages for (1) alleged  breaches of the "best efforts"  provisions (2)
alleged breach of the implied  covenant of good faith and fair dealing,  and (3)
unfair competition. The damages sought by SMG-II are not quantified. The parties
have taken some written  discovery and have produced  documents.  In April 2000,
SMG-II  brought a motion for partial  summary  judgment,  seeking to dismiss our
claim  that  the  "best  efforts"   provisions  in  the  merger   agreement  are
unenforceable. We brought a cross-motion for summary judgment, claiming that the
"best  efforts"  provisions are  unenforceable  as a matter of law, or have been
satisfied.  On December 5, 2000, the Court granted our  cross-motion for summary
judgment,  finding  that  the  "best  efforts"  provisions  were  satisfied  and
dismissing SMG-II's claim that we breached the Merger Agreement.  On January 16,
2001,  SMG-II  also filed a motion to  reargue  or renew its motion for  summary
judgment.  On January  16,  2001,  we filed a motion to  dismiss or for  summary
judgment on SMG-II's  remaining  causes of action under the implied  covenant of
good faith and fair  dealing and unfair  competition.  SMG-II also  appealed the
December 5, 2000 decision. On January 29, 2002, the Appellate Division dismissed
SMG-II's  appeal and affirmed the December 5, 2000  decision.  On March 4, 2002,
SMG-II  filed a motion for leave to appeal the January 29, 2002  decision to the
Court of Appeals.  On March 12, 2002, we opposed  SMG-II's March 4, 2002 motion.
On March 15,  2002,  SMG-II filed a reply to our March 12, 2002  opposition.  On
April 1, 2002, the Court denied  SMG-II's motion to re-argue or renew its motion
for summary judgment. The Court also denied our motion to dismiss or for summary
judgment on SMG-II's  remaining  causes of action under the implied  covenant of
good faith and fair  dealings  and unfair  competition.  The Court  directed the
parties  to  complete  discovery  by  September  9, 2002 on  SMG-II's  remaining
counterclaims and our claim against SMG-II for damages and to be ready for trial
thereafter.  We believe  that we have good  defenses  to this claim and that any
damages awarded against us would not be material to us. Accordingly,  we believe
this case will not have a material effect on our financial position or operating
results.

There are no other  material  pending  legal  proceedings,  other than  ordinary
routine litigation incidental to us and our subsidiaries'  businesses,  to which
we or any of our  subsidiaries is a party or of which any of our property is the
subject.


                                       53

<PAGE>


Significant changes
For  information  on any changes or events that have occurred after the close of
the balance  sheet date on December 30, 2001,  please see Item 5 "Operating  and
Financial Review and Prospects - Recent Developments".

Dividend Policy
For information on our dividend policy, please see Item 3 "Key Information".

ITEM 9. THE OFFER AND LISTING

The  authorized  share  capital  as of  December  30,  2001 is  composed  of the
following classes.  For a full discussion of our share capital,  please see Note
18 of the consolidated  financial statements,  included elsewhere in this annual
report.

       800,000 cumulative preferred shares of EUR 500 par value each;
   400,000,000 cumulative preferred financing shares of EUR 0.25 par value each;
 1,200,000,000 common shares of EUR 0.25 each.

Euronext  Amsterdam is the principal  trading market for our common shares.  Our
common  shares are also  listed on the Swiss  Exchange.  As of the end of fiscal
2001, the register of holders of registered  common shares contained no names of
holders having their registered  address in the United States. The common shares
trade in the United  States on the NYSE in the form of ADSs and are evidenced by
ADRs. The ADRs trade under the symbol "AHO".

The  Depositary  for the ADSs is The Bank of New York.  Each ADS  evidences  the
right to receive one common share  deposited  under a deposit  agreement for the
ADSs. We have been informed by the Depositary  that in the United States,  as of
the end of fiscal 2001,  there were 17,984,476 ADRs outstanding and 3,381 record
owners compared with 15,136,645 ADRs  outstanding and 3,495 record owners at the
end of fiscal 2000.

Our US  associates  are able to purchase our ADRs through the  Associates  Stock
Purchase Plan  ("ASPP") in the United  States.  Through the ASPP,  employees may
choose to purchase  ADRs through  voluntary  payroll  deductions.  During fiscal
2001, approximately 331,715 ADRs were purchased by our US associates pursuant to
the ASPP.

The table below sets forth the high and low last sales prices during the periods
indicated for our common shares on Euronext Amsterdam and the closing prices for
our ADSs on the NYSE. The quarters used are our fiscal quarters.

Prior to January 1999, Euronext Amsterdam quoted sales prices in Dutch guilders.
Effective  January 1999,  Euronext  Amsterdam quotes sales prices in Euros only.
The  prices  indicated  below in Euros  for  fiscal  1998  and  1997  have  been
translated into Euros at the fixed rate of EUR 1 = NLG 2.20371.


                                       54

<PAGE>

<TABLE>
<CAPTION>
                               Euronext Amsterdam                 NYSE
                              High           Low            High           Low
                              in EUR per common share        in $ per ADR*
<S>                           <C>            <C>            <C>            <C>

Fiscal 2001
First quarter                  35.52         30.40           33.07         28.81
Second quarter                 37.00         34.38           31.63         30.20
Third quarter                  37.39         29.13           31.50         26.70
Fourth quarter                 33.37         29.65           29.54         26.92

Fiscal 2000
First quarter                  30.05         21.00           31.13         20.63
Second quarter                 31.18         24.70           29.69         22.31
Third quarter                  34.65         28.86           30.88         26.31
Fourth quarter                 37.08         31.86           32.63         27.50
Fiscal 1999                    38.55         25.61           41-9/16      25-7/8
Fiscal 1998                    31.76         23.46             31            25
Fiscal 1997                    29.50         15.88           31-7/8     19-53/64

</TABLE>


<TABLE>
<CAPTION>
                                                                  Euronext Amsterdam                  NYSE
                                                                 High           Low            High           Low
                                                                 in EUR per common share        in $ per ADR*
<S>                                                              <C>            <C>            <C>            <C>

Share prices for the most recent six months are as follows:
February 2002                                                    29.40          26.65          25.40          23.31
January 2002                                                     32.25          28.60          29.42          25.20
December 2001                                                    33.23          30.05          29.39          26.92
November 2001                                                    33.37          30.35          29.54          27.35
October 2001                                                     32.10          29.65          29.40          27.09
September 2001                                                   32.71          29.13          28.60          26.70

Share prices on March 22, 2002 were:                             29.27          29.20          25.95          25.65
----------
</TABLE>


ITEM 10. ADDITIONAL INFORMATION

Articles of Association

Organization and Register
Royal Ahold was founded in 1887 and has been incorporated as a limited liability
company under the laws of The Netherlands by notarial deed dated April 29, 1920.
Royal Ahold is registered with the Trade Register at the Chamber of Commerce and
Industry for Amsterdam, office Zaanstreek under No. 35000363.

Purpose and Object
Pursuant to Article 2 of the Articles of Association,  the object of Royal Ahold
is:

"to  promote  or  join  others  in  promoting  companies  and  enterprises,   to
participate in companies and  enterprises,  to finance  -including the giving of
guarantees and acting as surety for the benefit of third parties as security for
liabilities of companies and  enterprises  with which the Company is joined in a
group or in which  the  Company  owns an  interest  or with  which  the  Company
collaborates  in any other  way-,  to conduct the  management  of and to operate
companies  engaged in the  wholesale  and retail  trade in consumer  and utility
products,  to operate  restaurants  and  companies  engaged in rendering  public
services, including all acts and things which relate or may be conducive thereto
in the broadest sense, as well as to

                                       55

<PAGE>


promote,  to  participate  in, to conduct the management of and, as the case may
be, to operate businesses of any other kind."

The Articles of  Association  set forth the rules  governing  the  operations of
Royal Ahold and are  incorporated  by  reference  into this annual  report.  The
Articles of Association have been amended most recently by a notarial deed dated
May 18, 2001  executed  before  Prof.  Mr. M. van Olffen,  a civil law notary in
Amsterdam.   The  most  important   changes  are  (1)  the  general  meeting  of
shareholders of Royal Ahold will adopt annual financial  statements,  (2) out of
profits, dividends must first be paid on the preferred shares at a percentage of
the amount called-up and paid-up on the preferred shares,  which is based on the
refinancing  rate  (basisherfinancieringsrente)   established  by  the  European
Central  Bank for the  relevant  financial  year and (3) the general  meeting of
shareholders of Royal Ahold will appoint,  suspend or dismiss the members of the
Corporate  Executive Board. The current Articles of Association are available to
the  public at the Trade  Register  of the  Amsterdam  Chamber of  Commerce  and
Industries and at the Corporate office of Royal Ahold at Albert Heijnweg 1, 1507
EH Zaandam, The Netherlands. The amended Articles of Association are filed as an
exhibit to our Report on Form 6-K,  dated July 30, 2001,  which is available for
public  viewing at the public  reference  room of the  Securities  and  Exchange
Commission in Washington, D.C.


Share Capital
For a  description  of our  share  capital,  please  see Item 9 "The  Offer  and
Listing"  and  Note  18  of  the  consolidated  financial  statements,  included
elsewhere in this annual report. Under this section - "Articles of Association",
"share" refers to cumulative  preferred shares,  cumulative  preferred financing
shares and common shares, unless otherwise stated.

Pre-emptive Rights
Holders of  cumulative  preferred  shares and  holders of  cumulative  preferred
financing shares do not have pre-emptive rights with respect to issues of common
shares.

Holders of common shares have pro rata  pre-emptive  rights to subscribe for new
issues of common shares in proportion to their holdings, except for:

(1)     issues of shares  to  employees  of Royal  Ahold or  employees  of group
        companies; and

(2)     issues of shares in return for non-cash consideration.

For these purposes, issues of shares include the granting of rights to subscribe
for  shares,  such as options  and  warrants,  but not the issue of shares  upon
exercise of such rights.

Pre-emptive  rights  with  respect to the common  shares  may be  restricted  or
excluded  by a  resolution  of the  Corporate  Executive  Board  subject  to the
approval  of the  Supervisory  Board.  The  Corporate  Executive  Board has been
delegated this authority by the General Meeting of Shareholders  with respect to
the common shares until May 6, 2002. The Corporate  Executive  Board's authority
may be extended by the General Meeting of Shareholders.  If no such extension is
given,  the  restriction  or  exclusion  of  pre-emptive  rights will  require a
resolution  of the  General  Meeting  of  Shareholders  upon a  proposal  by the
Corporate  Executive Board,  which is subject to the approval of the Supervisory
Board.  The  adoption by the General  Meeting of  Shareholders  of a  resolution
restricting  or  excluding  pre-emptive  rights  with  respect to common  shares
requires  a vote of (1) a  majority  of the votes  cast if at least  half of the
issued and outstanding share capital is present or represented at the meeting or
(2) at least  two-thirds  of the votes  cast if less than half of the issued and
outstanding capital is present or represented at the meeting.

Liquidation
In the event of the  dissolution  and  liquidation  of Royal  Ahold,  the assets
remaining after payment of all debts will be distributed in the following order:

(1)     to the holders of cumulative preferred shares; and

(2)     to the holders of cumulative preferred financing shares.


                                       56

<PAGE>

If any assets  remain,  the holders of common shares shall be paid, if possible,
the par value amount of their common  shares plus the pro rata part of the share
premium reserve to which the holders of common shares are entitled.

Corporate Governance
For  a  discussion  relating  to  corporate  governance,  please  see  Item  6 -
"Directors, Senior Management and Employees".

General Meeting of Shareholders
A General Meeting of  Shareholders  must be held once a year, on a date no later
than June, as decided by the Corporate  Executive  Board,  to approve the annual
accounts and attend to other matters.  General  Meetings of Shareholders  may be
convened by the Corporate Executive Board, the Supervisory Board and, in certain
circumstances,  the  holders  of at least  10% of the  total  outstanding  share
capital  of Royal  Ahold.  Notice of the  general  meeting  will be given by the
Corporate  Executive Board, the Supervisory Board or the holders of at least 10%
of the total  outstanding  share capital of Royal Ahold,  as the case may be, at
least 15 days  prior to the  meeting,  not  including  the  date the  notice  is
published,  and will be published in at least one nationally  distributed  daily
newspaper  and the  Official  Price List  (Officiele  Prijscourant)  of Euronext
Amsterdam.  Holders  of  registered  shares  will  also  be  notified  by  mail.
Resolutions  of the General  Meeting of  Shareholders  cannot be annulled on the
grounds  that a letter  of notice  that is sent  timely  is not  received  or is
received late. There are no quorum  requirements  applicable to General Meetings
of Shareholders.

Special General Meetings of Shareholders regarding specific matters will be held
whenever they are called by the Corporate  Executive Board or by the Supervisory
Board, or when requested in writing by one or more  shareholders  and/or holders
of depositary receipts, representing at least 10% of the total outstanding share
capital of Royal Ahold. Meetings of holders of shares of a particular class will
be held  whenever  such a meeting is required by Dutch law or by the Articles of
Association. These meetings may be called by the Corporate Executive Board or by
the Supervisory  Board, or by one or more  shareholders or holders of depositary
receipts  who  jointly  represent  at least 10% of the total  outstanding  share
capital of the class  concerned.  Meetings  of holders of  cumulative  preferred
shares and  meetings of holders of a series of  cumulative  preferred  financing
shares are called by means of letters sent by registered or regular post.

Voting
Each share in the  capital of Royal  Ahold is  entitled to one vote for each EUR
0.25 par value represented  thereby.  Subject to certain exceptions provided for
by Dutch  law or the  Articles  of  Association,  resolutions  are  passed by an
absolute majority of the votes cast. Pursuant to Article 42.3 of the Articles of
Association,  a proposal  to alter the  Articles  of  Association  to change the
rights vested in the holders of shares of a particular  class requires the prior
approval of a meeting of holders of shares of that particular class. Among other
types of  resolutions,  a resolution of the General  Meeting of  Shareholders to
amend the Articles of  Association or to wind up Royal Ahold may only be adopted
upon a proposal of the Corporate  Executive  Board that has been approved by the
Supervisory Board.

The holders of the common  shares are entitled to one vote per share.  There are
no limitations, either under Dutch law or in our Articles of Association, on the
right of  non-residents  of the  Netherlands  or foreign  owners to hold or vote
Royal Ahold's common shares.

Holders of cumulative  preferred  financing  shares are entitled to one vote per
share and are  entitled  to vote upon the same  matters as the holders of common
shares.  These  shares  have been issued to the  Stichting  Administratiekantoor
Preferente Financierings Aandelen Ahold (the "Administratiekantoor"). The object
of the  Administratiekantoor  is to  acquire  and hold as a  trustee  cumulative
preferred financing shares in the share capital of Royal Ahold against the issue
of limited exchangeable  depositary receipts,  as well as to exercise all voting
rights attached to these shares. Holders of depositary receipts will be admitted
to the General Meeting of Shareholders,  but will not be allowed to vote in this
meeting  as the voting  rights  belong to the  Administratiekantoor.  Holders of
cumulative  preferred  shares are  entitled to 2,000 votes per share.  As of the
date of this annual report, no cumulative preferred shares were outstanding.

Shareholders and holders of non-voting  depositary receipts are only entitled to
attend the General Meeting of Shareholders  and take part in the  deliberations,
and those who have voting rights may only vote at meetings of  shareholders,  if
they have signed the  attendance  list in  advance.  Holders of shares in bearer
form or depositary receipts in bearer form must deposit


                                       57
<PAGE>


their share  certificates  or depositary  receipt  certificates at the office of
Royal  Ahold  prior to the  meeting.  Shareholders  and  holders  of  depositary
receipts may be represented by written proxy.

In  accordance  with Article 29 of the Articles of  Association,  the  Corporate
Executive Board has the authority to determine that  shareholders and holders of
depositary receipts who are registered as such on the record date are authorized
to attend the General  Meeting of  Shareholders  and to exercise  voting rights,
subject to certain conditions.  Prior to this change, only those who held shares
on the date of the General Meeting of Shareholders were authorized to attend the
meeting and exercise voting rights.

No votes  may be cast in  respect  of shares  held by Royal  Ahold or any of its
subsidiaries  nor in respect of shares of depositary  receipts which are held by
Royal Ahold or by any of its subsidiaries. However, holders of certain ownership
rights and pledgees of shares  which  belong to Royal Ahold or its  subsidiaries
will not be excluded  from the right to vote if such grant of certain  ownership
rights or pledge was  created  before the  shares  concerned  were held by Royal
Ahold.

ADR holders  will receive  notice from the  Depositary  whenever the  Depositary
receives notice of a General Meeting of Shareholders or solicitation of consents
or proxies of holders of common shares.  The Depositary will provide a statement
that the owners of ADRs as of the close of business  on a specified  record date
will be entitled to instruct  the  Depositary  as to the  exercise of any voting
rights represented by their ADRs.

Upon the written  request of an owner of an ADR, the  Depositary  will endeavor,
insofar as practicable, to vote or cause to be voted the amount of common shares
or other  deposited  securities  represented by the ADRs in accordance  with the
instructions  set forth in the request.  The Depositary  will not vote shares or
other deposited  securities other than in accordance with such instructions.  If
the  Depositary  does not receive  instructions  from any owner on or before the
date  established by the Depositary for such purpose,  the share depositary will
deem the owner to have instructed the Depositary to give a  discretionary  proxy
to a  person  designated  by Royal  Ahold  for such  deposited  securities.  The
Depositary will then give a discretionary  proxy to a person designated by Royal
Ahold to vote such deposited securities.  No such instruction,  however, will be
deemed given and no such  discretionary  proxy will be given with respect to any
matter as to which Royal Ahold informs the Depositary  that (1) Royal Ahold does
not wish such proxy given, (2) substantial  opposition exists or (3) such matter
materially and adversely  affects the rights of holders of common shares.  There
can be no assurance  that the owners will  receive the notice  described in this
paragraph  sufficiently  prior to the date established by the Depositary for the
receipt of  instructions to ensure that the Depositary will in fact receive such
instructions on or before such date. For a discussion on ADRs, please see Item 9
"The Offer and Listing".

Form and Transfer of Shares
The common shares are issued in bearer or registered  form, at the option of the
shareholder.  Common shares in bearer form may be exchanged for common shares in
registered  form,  or vice  versa,  at any time,  upon  written  request  to the
Corporate Executive Board of Royal Ahold.

Common  shares  held in bearer form are  evidenced  by share  certificates.  The
Corporate  Executive  Board will determine the number of common shares in bearer
form that may be represented by one certificate.  For registered  common shares,
share  certificates may also be issued.  Share certificates which are issued for
bearer shares have a dividend sheet without  dividend  coupons or vouchers.  The
bearer CF ("Centrum voor  Fondsenadministratie")  certificates for common shares
are in  practice  held by an  approved  custodian  in order to allow  them to be
traded on Euronext Amsterdam.

The names and  addresses  of holders  of  registered  shares are  entered in the
shareholders'  registers for each class of shares which are  maintained by Royal
Ahold.   Such  registers  also  include  the  number  of  shares  held  by  each
shareholder,  the class and number of their  shares,  the amount paid up on each
share,  and whether any share  certificate  has been issued.  The registers also
include the names and addresses of persons who possess certain  ownership rights
or a pledge in respect of such shares. On request of the shareholder, pledgee or
a holder of  certain  ownership  rights,  and  without  charge,  Royal  Ahold is
required to provide an extract from the register of  shareholders  in respect to
its right to any  registered  share.  Registers  are  available at the office of
Royal Ahold for inspection by  shareholders,  as well as pledgees and holders of
certain  ownership  rights,  insofar as the voting right  attached to the shares
rests in them. Any part of a register kept outside The Netherlands in compliance
with laws or stock exchange regulations in the foreign jurisdictions  concerned,
however, is

                                       58

<PAGE>


not available for such inspection.

Transfer  of a  registered  share in the  capital  of Royal  Ahold  requires  an
instrument  of transfer  and, if Royal Ahold is not a party to the  transfer,  a
written  acknowledgment by Royal Ahold of the transfer.  The acknowledgment must
be made in the instrument of transfer, or by a dated statement on the instrument
of transfer,  or on a copy or extract thereof certified by a civil law notary or
the  transferor  to be a true copy or extract  of the  instrument  of  transfer.
Official  service by an authorized Dutch person of the instrument of transfer or
of such copy or extract on Royal Ahold is  considered to have the same effect as
an  acknowledgment  by Royal  Ahold of the  transfer.  In  addition,  if a share
certificate has been issued for a registered  share, the share  certificate must
be surrendered to Royal Ahold.  The transfer may then be  acknowledged  by Royal
Ahold by way of endorsement  to that effect written on the share  certificate or
by replacing the share certificate by a new share certificate issued in the name
of the transferee.

Every transfer of cumulative preferred shares and cumulative preferred financing
shares  (subject  to certain  exceptions)  shall  require  the  approval  of the
Corporate  Executive Board. The request must be made in writing and must specify
the  name  and  address  of the  proposed  transferee  and the  price  or  other
consideration  which the proposed  transferee is willing to give.  The Corporate
Executive Board may withhold  approval and instead  designate one or more buyers
who are willing to purchase the cumulative  preferred  shares and/or  cumulative
preferred  financing  shares  for  cash,  at a price  agreed  upon  between  the
transferor  and the  Corporate  Executive  Board,  within two  months  after the
intending buyers have been designated.  The Articles of Association  provide for
mechanisms whereby the price is to be determined, in the event that no agreement
is reached between the transferor and the Corporate Executive Board as described
above.  If the transferor does not receive any notice from Royal Ahold rejecting
the request for approval of the intended  transfer  within three months from the
receipt thereof by Royal Ahold, upon the expiration of the period,  the transfer
shall be deemed to have been granted.

Issue of Additional Shares
Shares may be issued  pursuant to a resolution  adopted by a General  Meeting of
Shareholders  on a proposal of the Corporate  Executive  Board, or pursuant to a
resolution of the Corporate Executive Board, if such authorization is given by a
resolution  adopted by a General  Meeting of  Shareholders,  such  authority may
apply for a maximum  period of not more than five years.  The  resolution by the
General  Meeting of  Shareholders  to issue shares or to authorize the Corporate
Executive  Board to do so will be legally  valid only if it has been  previously
approved  or  simultaneously  approved  by each group of holders of the class of
shares concerned whose rights are affected by the issue.

Repurchase by Royal Ahold of Its Own Shares
Royal  Ahold may  acquire  any class of its  shares in its  capital,  subject to
certain provisions of Dutch law and the Articles of Association, if:

(1) shareholders'  equity less the payment required to make the acquisition does
not fall below the sum of paid-up capital and any reserves required by Dutch law
or the Articles of Association; and

(2) Royal Ahold and its  subsidiaries  would  thereafter not hold shares with an
aggregate nominal value exceeding 10% of Royal Ahold's issued share capital.

Any shares held by Royal Ahold and its  subsidiaries  in its own capital may not
be voted.

An  acquisition  by Royal  Ahold of any class of shares in its  capital  must be
approved by resolution of the Corporate Executive Board, subject to the approval
of the  Supervisory  Board.  Acquisitions  by Royal  Ahold of  shares in its own
capital  may only take place if the  General  Meeting of  Shareholders  of Royal
Ahold has granted to the  Corporate  Executive  Board the authority to make such
acquisitions.  Such  authority  may apply for a maximum  period of 18 months and
must  specify  the number of shares  that may be  acquired,  the manner in which
shares may be acquired and the price limits within which shares may be acquired.
In May 2000,  the Annual  General  Meeting of  Shareholders  voted to extend the
authority to acquire shares through  November 15, 2001,  subject to the approval
of the Supervisory Board. As of the date of this annual report,  Royal Ahold has
not acquired any shares under this authorization.  Under this authorization, the
maximum  number of shares that can be acquired  cannot exceed the maximum amount
authorized by Dutch law (currently 10%) of the issued


                                       59

<PAGE>

share capital at the time of acquisition.  No such authority is required for the
acquisition  by Royal  Ahold of shares in its own  capital  for the  purpose  of
transferring  such shares to  employees  of Royal Ahold or  employees of a group
company pursuant to an employee stock option plan and as long as such shares are
quoted on the official price list of a stock exchange.

Change of Control
For a  discussion  on the  possible  effect  that  the  issuance  of  cumulative
preferred  shares may have on  delaying,  deferring  or  preventing  a change of
control,  please see Note 18 to the consolidated financial statements,  included
elsewhere in this annual report.

Notification of Interest in Royal Ahold Shares
For a  discussion  of  Dutch  law  provisions,  including  the  Disclosure  Act,
governing the ownership  thresholds  for  disclosure of  shareholder  ownership,
please  see  Item 7 - "Major  Shareholders  and  Related  Party  Transactions  -
Significant ownership of voting shares, including cumulative preferred financing
shares."

Exchange Controls
Currently,  there are no  limitations,  other than those  described  below under
"Taxation,"  regarding  the  payment by us to  non-residents  with regard to the
remittances of dividends,  or any other payments to or from non-resident holders
of our  securities.

The  Disclosure  Act provides  that a civil court can issue an order  suspending
voting rights of a shareholder for up to three years for non-compliance with the
reporting  requirements  under  that Act.  This  penalty is  applicable  to both
resident  and  non-resident  holders of common  shares.  The  existing  laws and
regulations of The Netherlands impose no additional  limitations on non-resident
or foreign  owners with  respect to holding or voting  common  shares other than
those also imposed on resident owners. Our Articles of Association do not impose
any  limitation  on (1)  remittances  to or from abroad  regarding  dividends or
capital or (2) rights of  non-resident  or foreign owners to hold or vote common
shares.

Taxation

The  information  set out  below  is only a  summary  of  certain  material  tax
consequences of the purchase,  ownership and disposition of ADSs.  Dutch, US and
other taxation may change from time to time.  Prospective and current  investors
should consult their  professional  advisors as to the tax  consequences  of the
purchase,  ownership and disposition of our common shares or ADSs,  including in
particular the effect of tax laws of any other jurisdiction.

Dutch Taxation

Income and Withholding Tax

In  general,  for Dutch tax  purposes,  holders  of ADSs will be  treated as the
beneficial  owners of our  shares  represented  by such ADSs.  Dividends  on our
common  shares are  subject to Dutch  withholding  tax of 25%.  Pursuant  to the
Income Tax Convention  between the United States and The Netherlands of December
18,1992  (the "Tax  Treaty"),  dividends  paid by us on our  common  shares to a
resident of or corporation  organized in the United States,  having no permanent
establishment  or  business  property  in The  Netherlands,  qualifying  as a US
resident for the purpose of that  convention  and is entitled to the benefits of
that convention,  qualify for a reduction of Dutch  withholding tax on dividends
from  25% to 15%  (5% if the  beneficial  owner  is a  corporation  which  holds
directly at least 10% of the voting power of our shares).

Where a  resident  of or a  corporation  organized  in the  United  States has a
permanent  establishment in The Netherlands and our common shares form a part of
the business  property of such permanent  establishment,  dividends  received on
such  shares are  included  in the profit of such  establishment  and subject to
Dutch income tax or corporation  tax (assuming it relates to a  shareholding  of
less than 5%), as the case may be. The Netherlands' withholding tax on dividends
will be applied  at the full rate of 25% and  allowed  as a credit  against  the
Dutch income tax on such income.  Such tax will be treated as foreign income tax
eligible for credit against the shareholder's United States income taxes.

A qualifying US pension trust or charitable or other exempt  organization may be
exempt from Dutch withholding tax on


                                       60

<PAGE>

dividends from its investment in our common shares. In order to qualify for this
exemption, a pension trust must reside in the United States, generally be exempt
from US taxes and be  constituted  and operated  exclusively  to  administer  or
provide  benefits  under  one or more  funds or  plans  established  to  provide
pension, retirement or other employee benefits.

In order to qualify for this exemption, a US charitable organization must reside
in the United  States,  generally be exempt from US taxes and be  organized  and
carry on all of its activities in The Netherlands.

Net Wealth Tax

A holder of common shares or ADSs will not be subject to Dutch net wealth tax in
respect  of the  common  shares  or ADSs  provided  that  such  holder is not an
individual or, if such holder is an individual:

(1)  the holder is not a resident or deemed resident of The Netherlands; and
(2)  the holder does not have an  enterprise,  or an interest in an  enterprise,
     which  carries  on  business  in  The   Netherlands   through  a  permanent
     establishment or a permanent  representative to which or to whom the common
     shares or ADSs are attributable.

The Dutch net wealth tax has been abolished, as of January 1, 2001.

Gift, Estate or Inheritance Tax

No gift,  estate or inheritance  tax will arise in The Netherlands in respect to
the  transfer or deemed  transfer  of common  shares or ADSs by way of a gift or
inheritance from a shareholder that is neither a resident nor deemed resident in
The Netherlands, unless either such shareholder has an enterprise or an interest
in an  enterprise  that is, in whole or in part,  carried on through a permanent
establishment or permanent  representative to which or to whom the common shares
or ADSs are attributable,  or such shareholder dies within 180 days after having
made a gift,  while  being,  on the  moment of his or her death,  a resident  or
deemed resident of The Netherlands.

Taxes on Income and Capital Gains

A holder of common  shares or ADSs will not be subject to Dutch  taxes on income
and capital gains provided that:

(1)  the holder is not a resident or deemed resident of The Netherlands;
(2)  the holder does not have an  enterprise,  or an interest in an  enterprise,
     which  carries  on  business  in  The   Netherlands   through  a  permanent
     establishment or a permanent  representative to which or to whom the common
     shares  or ADSs  are  attributable;  and
(3)  the holder does not have a  substantial  interest,  as defined in Dutch tax
     law, or a deemed substantial  interest, as defined in Dutch tax law, in our
     share capital or, if such holder does have such interest,  it is part of an
     enterprise outside The Netherlands.

United States Federal Income Taxation

The following is a summary of the principal  United  States  federal  income tax
consequences that may be relevant with respect to the acquisition, ownership and
disposition  of common shares or ADSs.  This summary  addresses  only the United
States federal income tax considerations of holders that were initial purchasers
of common  shares or ADSs at the initial  issue price and hold common  shares or
ADSs as  capital  assets.  This  summary  does not  address  tax  considerations
applicable  to  holders  that may be  subject  to  special  tax  rules,  such as
financial  institutions,  insurance  companies,  real estate investment  trusts,
regulated investment companies, grantor trusts, dealers or traders in securities
or currencies,  tax-exempt entities, persons that received common shares or ADSs
as compensation  for the performance of services,  persons that will hold common
shares  or ADSs  as part of a  "hedging"  or  "conversion"  transaction  or as a
position in a "straddle" for United States federal income tax purposes,  persons
that have a "functional currency" other than the United States dollar or holders
that own (or are  deemed to own) 10% or more (by  voting  power or value) of our
shares. Moreover, this summary does not address the United States federal estate
and gift or alternative  minimum tax consequences of the acquisition,  ownership
and


                                       61

<PAGE>

disposition of common shares or ADSs.

This summary (1) is based on the Internal  Revenue Code of 1986, as amended (the
"Code"),  the United States Treasury Regulations and judicial and administrative
interpretations  thereof, in each case as is in effect and available on the date
of this  annual  report and (2) is based in part on the  representations  of the
Depositary and the assumption that each obligation in the Deposit  Agreement and
any related agreement will be performed in accordance with its terms. All of the
foregoing  are subject to change,  which  change could apply  retroactively  and
could affect the tax consequences described below.

The United States Treasury  Department has expressed  concern that  depositaries
for American depositary receipts, or other intermediaries between the holders of
shares of an issuer and the issuer,  may be taking actions that are inconsistent
with the claiming of United States  foreign tax credits by United States Holders
of such receipts or shares. Accordingly, the analysis regarding the availability
of a United  States  foreign  tax  credit  for Dutch  taxes and  sourcing  rules
described  below could be affected  by future  actions  that may be taken by the
United States Treasury Department.

For purposes of this summary,  a "United States Holder" is a beneficial owner of
common shares or ADSs that, for United States  federal income tax purposes,  is:
(1) a citizen or resident of the United States, (2) a partnership or corporation
created  or  organized  in or under the laws of the  United  States or any state
thereof (including the District of Columbia),  (3) an estate the income of which
is subject to United States federal income taxation  regardless of its source or
(4) a trust if such trust validly elects to be treated as a United States person
for United  States  federal  income tax  purposes  or if (x) a court  within the
United States is able to exercise primary  supervision  over its  administration
and (y) one or more United  States  persons have the authority to control all of
the substantial decisions of trust. A "Non-United States Holder" is a beneficial
owner of common shares or ADSs that is not a United States Holder.

If a partnership (or any other entity treated as a partnership for United States
federal  income tax purposes)  holds common shares or ADSs, the tax treatment of
such partnership and a partner in such partnership  generally will depend on the
status of the partner and the activities of the partnership.  Such a partnership
or partner should consult its own tax advisor as to its consequences.

Each  prospective  purchaser  should consult its own tax advisor with respect to
the  United  States  federal,  state,  local and  foreign  tax  consequences  of
acquiring, owning or disposing of common shares.

Ownership of ADSs in General
For United States federal  income tax purposes,  a holder of ADSs generally will
be treated as the owner of the common shares represented by such ADSs.

Distributions
The gross  amount of any  distribution  we make of cash or property  (other than
certain distributions,  if any, of common shares distributed pro rata to all our
shareholders,  including holders of ADSs) with respect to common shares or ADSs,
before reduction for any Dutch taxes withheld  therefrom,  will be includible in
income  by a  United  States  Holder  as  dividend  income  to the  extent  such
distributions are paid out of our current or accumulated earnings and profits as
determined  under United States  federal income tax  principles.  Such dividends
will not be eligible for the dividends received  deduction  generally allowed to
corporate United States Holders.  To the extent,  if any, that the amount of any
distribution we make exceeds our current and accumulated earnings and profits as
determined under United States federal income tax principles, it will be treated
first as a tax-free return of the United States  Holder's  adjusted tax basis in
the common  shares or ADSs and  thereafter  as capital  gain. We do not maintain
calculations  of our earnings and profits under United States federal income tax
principles.

Any such dividend paid in Euros will be included in the gross income of a United
States  Holder in an amount equal to the United States dollar value of the Euros
on the date of receipt, which in the case of ADSs, is the date they are received
by the  depositary.  The amount of any  distribution of property other than cash
will be the fair market value of such property on the date of distribution.

A United States  Holder may elect to deduct in computing its taxable  income or,
subject to certain complex limitations on



                                       62

<PAGE>

foreign tax credits  generally,  credit against its United States federal income
tax liability Dutch withholding tax at the rate applicable to such United States
Holder.  As discussed above under "Dutch Taxation - Income and Withholding Tax,"
under the Tax Treaty,  dividends paid by us to a United States Holder  generally
will be subject to a Dutch  withholding  tax rate of 15%.  Such  reduced rate of
withholding will apply only if:

     o    such  United  States  Holder is treated  as a  resident  of the United
          States for  purposes of such treaty and  otherwise  is entitled to the
          benefits of such treaty and

     o    the  dividends  are  not   effectively   connected  with  a  permanent
          establishment  or fixed  base of such  United  States  Holder  that is
          situated in The Netherlands.

For purposes of calculating the United States foreign tax credit, dividends paid
by Ahold will generally  constitute  passive  income,  or in the case of certain
United States Holders,  financial services income.  United States Holders should
consult their tax advisors  regarding the  availability  of, and limitations on,
any such foreign tax credit.

If and to the extent that we pay a dividend on the common  shares or ADSs out of
dividend income from our non-Dutch  subsidiaries and are therefore entitled to a
credit for Dutch tax purposes for foreign  taxes  attributable  to such dividend
income  from  non-Dutch  subsidiaries,  there is a risk that the  United  States
Internal  Revenue Service might take the position that our allowable  credit for
Dutch  tax  purposes  constitutes  a  partial  subsidy  of our  withholding  tax
obligation and that, therefore,  a United States Holder would not be entitled to
a foreign tax credit with respect to the amount so allowed.  However, this Dutch
tax credit is allowed  only to us and does not reduce the amount of  withholding
tax applied  against the  dividends  paid by us. We believe that such a position
would not be correct  because  such Dutch  credit is based  primarily on the net
dividend received and the United States Holder does not receive any benefit from
such Dutch tax credit allowable to us.

Subject to the discussion  below under "Backup  Withholding  Tax and Information
Reporting  Requirements,"  a Non-United  States  Holder of common shares or ADSs
generally will not be subject to United States federal income or withholding tax
on  dividends  received  on  common  shares  or  ADSs,  unless  such  income  is
effectively  connected  with the conduct by such  Non-United  States Holder of a
trade or business in the United States.

Sale or Exchange of Common Shares or ADSs
A United  States Holder  generally  will  recognize  gain or loss on the sale or
exchange  of common  shares or ADSs equal to the  difference  between the amount
realized on such sale or exchange and the United  States  Holder's  adjusted tax
basis in the common  shares or ADSs.  Such gain or loss will be capital  gain or
loss. In the case of a noncorporate  United States Holder,  the maximum marginal
United States federal income tax rate applicable to such gain will be lower than
the  maximum  marginal  United  States  federal  income tax rate  applicable  to
ordinary  income if such United States  Holder's  holding period for such common
shares or ADSs exceeds one year,  with respect to common shares or ADSs acquired
on or after January 1, 2001, and will be further  reduced if such holding period
exceeds five years.  Gain or loss, if any,  recognized by a United States Holder
generally  will be treated  as United  States  source  income or loss for United
States  foreign tax credit  purposes.  The  deductibility  of capital  losses is
subject to limitations.

A United States Holder's  initial tax basis in common shares or ADSs will be the
United States dollar value of the euro denominated  purchase price determined on
the date of purchase.  If the common  shares or ADSs are treated as traded on an
"established  securities  market," a cash basis United States Holder,  or, if it
elects,  an accrual basis United States Holder,  will determine the dollar value
of the cost of such common shares or ADSs by translating  the amount paid at the
spot rate of exchange on the  settlement  date of the  purchase.  If such United
States Holder  converts  United States dollars to euros and immediately use that
currency to purchase common shares or ADSs,  such conversion  generally will not
result in taxable gain or loss to you.

With  respect  to the sale or  exchange  of common  shares or ADSs,  the  amount
realized  generally  will be the  United  States  dollar  value  of the  payment
received  determined on (1) the date of receipt of payment in the case of a cash
basis United  States  Holder and (2) the date of  disposition  in the case of an
accrual basis United States Holder.  If the common shares or ADSs are treated as
traded on an "established  securities market," a cash basis taxpayer,  or, if it
elects, an accrual basis


                                       63

<PAGE>

taxpayer,  will determine the United States dollar value of the amount  realized
by  translating  the  amount  received  at the  spot  rate  of  exchange  on the
settlement date of the sale.

Subject to the discussion  below under "Backup  Withholding  Tax and Information
Reporting  Requirements,"  a Non-United  States  Holder of common shares or ADSs
generally will not be subject to United States federal income or withholding tax
on any gain  realized  on the sale or  exchange  of such  common  shares or ADSs
unless  (i)  such  gain  is  effectively  connected  with  the  conduct  by such
Non-United  States Holder of a trade or business in the United States or (ii) in
the case of any gain realized by an individual  Non-United  States Holder,  such
holder is present in the United  States for 183 days or more in the taxable year
of such sale or exchange and certain other conditions are met.

Backup Withholding Tax and Information Reporting Requirements
United States backup  withholding  tax and  information  reporting  requirements
generally apply to certain  payments to certain  noncorporate  holders of stock.
Information  reporting  generally will apply to payments of dividends on, and to
proceeds from the sale or  redemption  of, common shares or ADSs made within the
United  States to a holder  of common  shares  or ADSs  (other  than an  "exempt
recipient"  which  is a payee,  including  a  corporation,  that is not a United
States  person that  provides an  appropriate  certification  and certain  other
persons).  Effective for payments made and  transactions  occurring on or before
August 6, 2001 a payor will be  required  to  withhold  31% of any  payments  of
dividends on, or the proceeds from the, sale or redemption  of, common shares or
ADSs within the United States to a holder (other than an "exempt  recipient") if
such  holder  fails to furnish  its correct  taxpayer  identification  number or
otherwise  fails to comply with,  or establish  an exemption  from,  such backup
withholding  tax  requirements.  Pursuant to the Economic  Growth and Tax Relief
Reconciliation  Act of  2001,  effective  for  payments  made  and  transactions
occurring  after August 6, 2001, a payor will be required to deduct and withhold
30.5%  of any  payments  of  dividends  on,  or the  proceeds  from  the sale or
redemption of, common shares or ADSs within the United States to a holder (other
than an "exempt recipient") if such holder fails to furnish its correct taxpayer
identification  number  or  otherwise  fails to comply  with,  or  establish  an
exemption from, such backup withholding tax requirements. The backup withholding
rate will be  reduced  to 29% for years  2004 and 2005 and to 28% for years 2006
through 2010.

In the case of such payments  made within the United States to a foreign  simple
trust, a foreign grantor trust or a foreign  partnership (other than payments to
a foreign simple trust, a foreign  grantor trust or a foreign  partnership  that
qualifies  as  a  "withholding   foreign   trust"  or  a  "withholding   foreign
partnership"  within the meaning of such United States Treasury  Regulations and
payments  to a  foreign  simple  trust,  a  foreign  grantor  trust or a foreign
partnership  that  are  effectively  connected  with the  conduct  of a trade or
business in the United States),  the  beneficiaries of the foreign simple trust,
the persons  treated as the owners of the foreign  grantor trust or the partners
of the foreign partnership,  as the case may be, will be required to provide the
certification  discussed  above in order to establish  an exemption  from backup
withholding tax and information  reporting  requirements.  Moreover, a payor may
rely on a  certification  provided by a payee that is not a United States person
only if such payor does not have actual  knowledge  or a reason to know that any
information or certification stated in such certificate is incorrect.

The above summary is not intended to  constitute a complete  analysis of all tax
consequences relating to acquisition, ownership and disposition of common shares
or ADSs.  Holders of common shares or ADSs should consult their own tax advisors
concerning the tax consequences of their particular situations.

Material Contracts

We were not party to any material  contracts,  outside of our ordinary course of
business.

Documents on Display

Copies of this  annual  report,  the  documents  referred  to within this annual
report and the Articles of Association as well as the Articles of Association of
the  Aministratiekantoor  and the trust conditions  ("Administratievoorwaarden")
will be available for inspection  upon request at the Corporate  Office of Royal
Ahold  at  Albert   Heijnweg  1,  1507  EH  Zaandam,   The   Netherlands   (tel.
+31-75-659-5625).


                                       64

<PAGE>

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The  following   discussion  about  our  risk  management   activities  includes
"forward-looking  statements"  that  involve  risk and  uncertainties  which are
discussed  more  fully  in Item 3- "Key  Information  - Risk  Factors  Affecting
Financial  Condition  and  Operating  results".   Actual  results  could  differ
materially from those projected in the forward-looking statements,  depending on
market conditions.

Overview of Financial Instruments

Our primary  market risk exposures are exchange rate movements and interest rate
fluctuations. We actively review and monitor our exposure and risk to changes in
exchange  rates and  interest  rates.  To manage  foreign  exchange  transaction
exposure and interest  rate  exposure,  we may enter into  financial  derivative
contracts.   The  derivative  financial  instruments  that  we  utilize,   while
appropriate   for  hedging  a  particular  kind  of  risk,  are  not  considered
specialized or high-risk and are generally  available from numerous sources.  We
do not enter into  contracts or utilize  derivative  financial  instruments  for
trading  purposes,  and the  contracts  into which we enter are  generally  of a
duration that is consistent with the anticipated  related underlying  exposures.
All  contracts  have  been  entered  into  with  major  creditworthy   financial
institutions,  and the risk  associated  with these  transactions is the cost of
replacing these  agreements at current markets rates.  Management  believes that
the risk of incurring such losses is remote.

Gains and losses from derivative  financial  instruments  that are designated as
and  deemed to be  effective  hedges  are  deferred  and are  recognized  in the
statement of earnings when the hedged  transactions  occur.  Gains and losses on
instruments  that  are  not  designated  as  and  deemed  effective  hedges  are
recognized  immediately  into  earnings.  Our use of financial  instruments  and
accounting  policies for financial  instruments are described more fully in Note
25 to the consolidated financial statements.

Financial Instruments

The following table identifies our long-term indebtedness, including capitalized
lease  commitments,  by  currency  and type of  interest.  The  majority  of the
borrowings  indicated  below  are fixed or have been  fixed  through  the use of
interest rate swaps.



                                       65


<PAGE>

<TABLE>
<CAPTION>

                                                  Fixed Interest   Floating Interest         Total                Total
                                                       2001              2001                2001                 2000
                                                       ----              ----                ----                 ----
<S>                                                 <C>               <C>                 <C>                 <C>
Long-term debt and capital leases denominated in:
   US dollars                                       USD 6,409,092     USD    230,759      EUR 7,514,519       EUR 6,855,917
   Euros                                            EUR 4,121,477     EUR    451,900      EUR 4,573,377       EUR 2,837,859
   Other                                            EUR    69,721     EUR    417,055      EUR   486,776       EUR   606,212
                                                                                                -------             -------

Total                                                                                     EUR 12,574,672      EUR 10,299,988
                                                                                              ==========          ==========

</TABLE>



Sensitivity Analysis

Interest rates
The  following  analysis  sets  out the  sensitivity  of the  fair  value of our
financial  instruments  to  selected  changes in  interest  rates.  Fair  values
represent the present value of forecasted  future cash flows at the market rates
taking  into  account  a  negative/positive  impact  for  each  instrument.  The
portfolio  effect  adjustment  represents  the net  effect  of a 100 bps move in
interest rates to the portfolio.  The sensitivity  analysis assumes an immediate
100 bps change in interest  rates for all our financial  instruments  from their
levels as of December 30, 2001, with all other variables held constant.  The 100
bp used in this  analysis  represents  a +/-16%  change from the fiscal year end
weighted average debt portfolio rate of 6.17%.

<TABLE>
<CAPTION>
                                                                 As of fiscal year end 2001
                                          ----------------------------------------------------------------------------
                                                                                            Sensitivity analysis
                                                                                      --------------------------------
                                                     Carrying           Fair          Fair value at      Fair value at
                                                      Amount            Value           + 100 bps           -100 bps%
                                                      ------            -----           ---------           ---------
<S>                                               <C>                <C>               <C>                 <C>
Liabilities                                                   (All amounts are stated in Euro)
Long-term debt                                    (13,030,222)       (13,387,960)       (12,749,240)      (14,026,680)

Derivative financial instruments
Currency derivatives                                  316,996                121             42,713            44,362
Interest rate derivatives                             996,456               (108)           (43,045)           39,320
Cross currency derivatives                          3,527,345           (363,284)          (626,054)         (103,750)
Portfolio effect of derivative hedges                                                       246,087          (246,087)
                                                                                            --------         ---------
Total                                                                (13,751,231)       (13,129,539)      (14,292,835)
                                                                     ============       ============      ============

</TABLE>


Foreign currency exchange rates
The  following  analysis  sets  out the  sensitivity  of the  fair  value of our
financial  instruments  to  selected  changes in  exchange  rates.  Fair  values
represent  the  present  value of  forecasted  future  cash  flows at the market
exchange rates. The sensitivity  analysis assumes an immediate 10% change in all
foreign currency exchange rates against the Euro from their levels as of the end
of fiscal 2001, with all other variables held constant.  A +10% change indicates
a  strengthening  of  the  currency  in  which  our  financial  instruments  are
denominated,  primarily the dollar, against the Euro and a -10% change indicates
a weakening of the currency in which our financial  instruments are denominated,
primarily the dollar, against the Euro.



                                       66
<PAGE>


<TABLE>
<CAPTION>
                                                                   As of fiscal year end 2001
                                            ---------------------------------------------------------------------------
                                                                                         Sensitivity analysis
                                                                                  -------------------------------------
                                                Carrying             Fair           Fair value at     Fair value at
                                                 Amount             Value               +10%              -10%
                                                 ------             ------              ----              ----
<S>                                           <C>                <C>            <C>                 <C>
Liabilities                                                       (All amounts are stated Euro)
Long-term debt                                   (13,030,222)        (13,387,960)      (14,065,310)     (12,710,610))

Derivative financial instruments
Currency derivatives                                 316,996                 121             7,540           79,536
Interest rate derivatives                            996,456                (108)           (4,155)             431
Cross currency derivatives                         3,527,345            (363,284)         (777,403)          47,598
Portfolio effect of derivative hedges                                                      131,105         (131,105)
                                                                                           -------         ---------
Total                                                                (13,751,231)      (14,708,223)     (12,714,150)
                                                                     ============      ============     ============


</TABLE>


Based on similar  analyses  related to our market  exposures in fiscal 2000,  no
significant changes in our market exposures were identified.


ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Not applicable.

PART II


ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

None


ITEM 14. MATERIAL  MODIFICATIONS  TO THE RIGHTS OF SECURITY  HOLDERS AND USE OF
         PROCEEDS

For a discussion of changes of  distributions to shareholders in accordance with
Article 39.3 of the Articles of Association,  as amended on May 18, 2001, please
see Item 10 - "Articles of Association."

ITEM 15

[Reserved]


ITEM 16

[Reserved]


                                       67

<PAGE>


PART III

ITEM 17. FINANCIAL STATEMENTS

Not applicable.

ITEM 18. FINANCIAL STATEMENTS

Index of Consolidated Financial Statements

                                                                            Page
Independent Auditors' Report                                                  69

Consolidated Statements of Earnings for fiscal years 2001,
2000 and 1999                                                                 70

Consolidated Balance Sheets as of December 30, 2001 and
December 31, 2000                                                             71

Consolidated Statements of Cash Flows for fiscal years 2001,
2000 and 1999                                                                 73

Consolidated Statements of Shareholders' equity for fiscal
years 2001, 2000 and 1999                                                     75

Notes to the Consolidated Financial Statements                                76

Our  condensed  consolidated  financial  statements  prepared  under US GAAP are
presented in Note 27 to the consolidated financial statements.




                                       68


<PAGE>


Independent Auditors' Report

To the Supervisory Board and Shareholders of Koninklijke Ahold N.V.:


We have audited the  accompanying  consolidated  balance  sheets of  Koninklijke
Ahold N.V.  as of  December  30,  2001 and  December  31,  2000 and the  related
consolidated  statements  of earnings,  shareholders'  equity and cash flows for
each of the three  fiscal years in the period  ended  December  30, 2001.  These
consolidated  financial  statements are the  responsibility of Koninklijke Ahold
N.V.'s management.  Our responsibility is to express an opinion on the financial
statements based on our audits.

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

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all  material  respects,  the  consolidated  financial  position  of
Koninklijke  Ahold N.V. as of December  30, 2001 and  December  31, 2000 and the
results of their  operations  and their cash flows for each of the three  fiscal
years in the period ended  December  30, 2001,  in  conformity  with  accounting
principles generally accepted in The Netherlands.

Accounting  principles  generally  accepted in The  Netherlands  vary in certain
significant respects from accounting principles generally accepted in the United
States of  America.  The  application  of the  latter  would have  affected  the
determination  of net  earnings for each of the three fiscal years in the period
ended  December 30, 2001 and the  determination  of  shareholders'  equity as of
December 30, 2001 and December 31, 2000 to the extent summarized in Note 27.





Deloitte & Touche
Accountants


March 7, 2002 (March 13, 2002 as to Note 20, March 22, 2002 as to Note 26)

Amsterdam, The Netherlands









                                       69


<PAGE>

                             KONINKLIJKE AHOLD N.V.
                      Consolidated Statements of Earnings
     (Expressed in thousands of Euros, except share and per share amounts)


<TABLE>
<CAPTION>
                                                                                         Fiscal
                                                                                         ------
                                                                      2001                2000                     1999
                                                                      ----                ----                     ----
<S>                                                              <C>                 <C>                 <C>
NET SALES                                                            66,593,065       51,541,601               32,824,327
Cost of Sales                                                       (51,877,136)     (39,654,486)             (24,470,282)
                                                                    ------------     ------------             ------------

GROSS PROFIT                                                         14,715,929       11,887,115                8,354,045
Selling expenses                                                     (9,650,092)      (7,905,310)              (5,806,134)
General and administrative expenses                                  (2,087,536)      (1,702,476)              (1,133,239)
Goodwill amortization                                                  (166,496)          (5,236)                      --
Exceptional results (Note 4)                                           (106,413)              --                       --
                                                                       ---------             ---                      ---

OPERATING RESULTS                                                     2,705,392        2,274,093                1,414,672

Interest income                                                          90,065           87,021                   58,589
Interest expenses                                                    (1,020,853)        (808,990)                (420,820)
Exchange rate differences                                              (101,484)          51,542                   (6,479)
Other financial income and expense                                         (961)           1,162                    2,516
                                                                           -----           -----                    -----
Net financial expense                                                (1,033,233)        (669,265)                (366,194)
                                                                     -----------        ---------                ---------

EARNINGS BEFORE INCOME TAXES AND MINORITY INTEREST                    1,672,159        1,604,828                1,048,478

Income taxes                                                           (457,364)        (401,010)                (283,001)
                                                                       ---------        ---------                ---------

EARNINGS AFTER INCOME TAXES AND BEFORE MINORITY INTEREST              1,214,795        1,203,818                  765,477
Income from unconsolidated companies                                     14,553           14,562                    7,437
Minority interests                                                     (115,827)        (102,389)                 (20,807)
                                                                       ---------        ---------                 --------

NET EARNINGS                                                          1,113,521        1,115,991                  752,107
                                                                      =========        =========                  =======

Dividend cumulative preferred financing shares                           38,177           17,444                   12,167
                                                                         ------           ------                   ------

NET EARNINGS AFTER PREFERRED DIVIDENDS                                1,075,344        1,098,547                  739,940

Weighted average number of common shares outstanding (x 1,000)          857,509          737,403                  657,320

EARNINGS PER COMMON SHARE                                                  1.25             1.49                     1.13
DILUTED EARNINGS PER COMMON SHARE                                          1.23             1.43                     1.10


</TABLE>


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


                                       70

<PAGE>


                             KONINKLIJKE AHOLD N.V.
                           Consolidated Balance Sheets
                        (Before appropriation of current
                 year results) (Expressed in thousands of Euros,
                       except share and per share amounts)

<TABLE>
<CAPTION>
                                                                           December 30,        December 31,
                                                                               2001                2000
                                                                               ----                ----
<S>                                                                        <C>                 <C>
ASSETS

CURRENT ASSETS:
Cash and cash equivalents (Note 5)                                           1,972,273             1,335,592
Receivables (Note 6)                                                         3,453,869             2,849,275
Inventories (Note 7)                                                         5,067,035             4,100,223
Other current assets (Note 8)                                                  551,106               576,876
                                                                               -------               -------

TOTAL CURRENT ASSETS                                                        11,044,283             8,861,966
                                                                            ----------             ---------

NON-CURRENT ASSETS:
Tangible fixed assets, net of depreciation (Note 9)
   Buildings and land                                                        7,659,768             6,855,938
   Machinery and equipment and other                                         5,698,480             4,730,821
   Under construction                                                          713,581               645,892
                                                                               -------               -------
          Total tangible fixed assets                                       14,071,829            12,232,651

Intangible fixed assets, net of amortization (Note 10)                       5,648,679             3,152,688
Investments in unconsolidated companies (Note 11)                              424,066               407,843
Loans receivable (Note 12)                                                     534,157               414,055
Deferred income taxes (Note 21)                                                513,450               391,421
                                                                               -------               -------

TOTAL NON-CURRENT ASSETS                                                    21,192,181            16,598,658
                                                                            ----------            ----------













TOTAL ASSETS                                                                32,236,464            25,460,624
                                                                            ==========            ==========
</TABLE>


               The accompanying notes are an integral part of the
                       consolidated financial statements.



                                       71

<PAGE>


                             KONINKLIJKE AHOLD N.V.
                     Consolidated Balance Sheets (continued)
      (Expressed in thousands of Euros, except share and per share amounts)

<TABLE>
<CAPTION>
                                                                                             December 30,         December 31,
                                                                                                 2001                  2000
                                                                                                 ----                  ----
<S>                                                                                       <C>                 <C>
LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
Loans payable (Note 13)                                                                        1,848,912           2,355,345
Taxes payable                                                                                    715,850             551,185
Accounts payable                                                                               6,029,505           5,185,432
Accrued expenses                                                                               1,530,520           1,418,778
Other current liabilities (Note 14)                                                              945,799             710,120
                                                                                                 -------             -------

TOTAL CURRENT LIABILITIES                                                                     11,070,586          10,220,860

LONG-TERM LIABILITIES
Subordinated loans (Note 15)                                                                   1,779,684           1,779,907
Other loans (Note 15)                                                                          9,282,752           7,183,514
                                                                                             - ---------           ---------
      Total Subordinated Loans & Other                                                        11,062,436           8,963,421

Capitalized lease commitments (Note 16)                                                        1,512,236           1,336,567
Deferred income taxes (Note 21)                                                                  437,982             362,949
Other provisions (Note 17)                                                                     1,576,570           1,396,882
                                                                                             - ---------           ---------

TOTAL LONG-TERM LIABILITIES                                                                   14,589,224          12,059,819

COMMITMENTS AND CONTINGENCIES (Note 20)

MINORITY INTEREST                                                                                684,540             677,379

SHAREHOLDERS' EQUITY (Note 18):
Cumulative preferred shares--EUR 500 par value;
    authorized--800,000 shares; issued--none                                                          --                  --
Cumulative preferred financing shares--EUR 0.25 par value; authorized--400,000,000 shares;
outstanding in 2001 and 2000--259,317,164 shares                                                  64,829              64,829
Common shares--EUR 0.25 par value; authorized--1,200,000,000 shares; outstanding in
2001---920,979,176 shares and in 2000--816,849,445 shares                                        230,245             204,213
Additional paid-in capital                                                                    11,218,491           8,675,969
Revaluation reserve                                                                               20,521              26,124
Reserve shareholdings                                                                             34,668              14,589
Reserve for exchange rate differences                                                           (189,714)            (85,270)
General reserve                                                                               (5,486,926)         (6,397,888)
                                                                                             ------------         -----------

TOTAL SHAREHOLDERS' EQUITY                                                                     5,892,114           2,502,566
                                                                                               ---------           ---------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                                    32,236,464          25,460,624
                                                                                              ==========-         ==========

</TABLE>


               The accompanying notes are an integral part of the
                       consolidated financial statements.


                                       72


<PAGE>


                             KONINKLIJKE AHOLD N.V.
                     Consolidated Statements of Cash Flows
                       (Expressed in thousands of Euros)

<TABLE>
<CAPTION>
                                                                                                  Fiscal
                                                                                      2001          2000          1999
                                                                                      ----          ----          ----
<S>                                                                             <C>                 <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Earnings before income taxes                                                       1,672,159        1,604,828      1,048,478

Adjustments for:
    Depreciation and amortization                                                  1,680,577        1,181,699        868,123
    Results on sale of tangible fixed assets                                        (158,565)         (95,531)       (28,497)
    Other Adjustments <F1>                                                           214,185               --          1,847

 OPERATIONAL CASH FLOW BEFORE CHANGES IN WORKING CAPITAL                           3,408,356        2,690,996      1,889,951

Changes in working capital:
   Trade receivables                                                                (109,418)        (364,037)       (23,687)
   Other receivables                                                                (199,576)         214,314        (22,022)
   Inventories                                                                      (265,605)        (324,171)      (256,343)
   Accounts payable                                                                   94,024          451,715        106,398
   Other current liabilities                                                          (2,307)         438,390        254,122
                                                                                      -------         -------        -------
CHANGES IN WORKING CAPITAL                                                          (482,882)         416,211         58,468
                                                                                   ----------        --------         ------

    Change in other provisions                                                      (285,763)        (196,393)       (82,286)
    Corporate income taxes paid                                                     (263,990)        (310,080)      (168,818)

NET CASH FROM OPERATIONAL ACTIVITIES                                               2,375,721        2,600,734      1,697,315

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of intangible fixed assets                                                 (184,215)        (181,109)       (30,856)
Purchase of tangible fixed assets                                                 (2,834,809)      (2,468,956)    (1,732,790)
Divestments of tangible and intangible fixed assets                                1,291,758          532,530        178,320
Acquisition of consolidated subsidiaries                                          (2,847,343)      (7,660,141)      (699,846)
Acquisition of interests in unconsolidated subsidiaries                              (95,180)         (58,377)       (18,493)
Remitted earnings of unconsolidated subsidiaries                                       4,928            3,614          4,182
Divestment of subsidiaries                                                            33,721            4,163         20,898
Issuance of loans receivable                                                        (319,027)        (206,457)       (58,203)
Repayment of loans receivable                                                        207,974           93,568         69,425
                                                                                     --------         -------         ------
NET CASH FROM INVESTING ACTIVITIES                                                (4,742,193)      (9,941,165)    (2,267,363)

CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from issuance of common shares                                        2,501,384        2,676,500             --
Net proceeds from issuance of cumulative preferred financing shares                       --          394,894             --
Net proceeds from issuance of convertible subordinated notes                              --          920,000             --
Proceeds from exercised stock options                                                 66,947           55,585         20,836
Increase (decrease) in minority interests                                            (57,583)          29,374        325,872
Proceeds from long-term debt                                                       4,824,885       10,063,810      1,375,118
Repayments of long-term debt                                                      (3,482,226)      (7,040,260)    (1,106,920)
Repayments of financial lease commitments                                            (83,008)         (83,557)       (53,043)
Change in short-term loans payable                                                  (746,078)         454,391        339,463
Payment of dividend on common shares                                                 (94,088)         (43,856)       (34,522)
Payment of dividend on cumulative preferred financing shares                         (31,503)         (12,135)       (11,971)
                                                                                     --------         --------       --------
NET CASH FROM FINANCING ACTIVITIES                                                 2,898,730        7,414,746        854,833

Exchange rate differences                                                            (48,841)         (43,110)        44,184
NET CHANGE IN CASH                                                                   483,417           31,205        328,969

Cash and cash equivalents at beginning of fiscal year                              1,335,592          887,592        519,395
Cash brought in through acquisitions and new consolidations                          153,264          416,795         39,228
                                                                                     --------         -------         ------

CASH AND CASH EQUIVALENTS AT END OF FISCAL YEAR                                    1,972,273        1,335,592        887,592

<FN>
<F1>Other  Adjustments in fiscal 2001 fully  represents the exchange rate losses
on USD  loans  that have  been  accounted  for in  earnings  resulting  from the
devaluation of the Argentine Peso.
</FN>
</TABLE>

               The accompanying notes are an integral part of the
                       consolidated financial statements.


                                       73

<PAGE>


                             KONINKLIJKE AHOLD N.V.
               Consolidated Statements of Cash Flows (continued)
                       (Expressed in thousands of Euros)

<TABLE>
  SUPPLEMENTAL DISCLOSURE OF NON-CASH FLOW INVESTING AND FINANCING ACTIVITIES
                                    (Note 5)

<CAPTION>
                                                                                        Fiscal

Acquisitions:                                                           2001             2000            1999

<S>                                                                      <C>             <C>                <C>
Fair value of assets acquired                                            2,583,493       5,058,547          508,802

Goodwill                                                                 2,305,822       7,972,597          372,847

Less Liabilities assumed                                               (2,041,972)     (5,371,003)        (181,803)

Cash acquired                                                            (153,264)       (416,795)         (39,228)

Acquisitions, net of cash acquired (Note 3)                              2,694,079       7,243,346          660,618

</TABLE>



                                       74


<PAGE>



                             KONINKLIJKE AHOLD N.V.
                 Consolidated Statements of Shareholders' Equity
      (Expressed in thousands of Euros, except share and per share amounts)

<TABLE>
<CAPTION>

                                                                           Additional
                                                     Share                 paid-in          Revaluation
                                                    Capital                capital            reserve
<S>                                                 <C>                    <C>                <C>
BALANCE AS OF JANUARY 3, 1999                        175,181                4,207,841          52,674
Net earnings                                              --                       --              --
Dividend on 1999 cumulative preferred
  financing shares                                        --                       --              --
Common shares issued as optional stock
  dividend                                             3,738                   (3,738)             --
Common shares issued from exercise of
  option rights                                          434                   20,402              --
Goodwill paid                                             --                       --              --
Changes in valuation                                      --                       --         (22,453)
Exchange rate differences in foreign interests            --                       --              --
                                                         ---                      ---             ---
BALANCE AS OF JANUARY 2, 2000                        179,353                4,224,505          30,221
Net earnings                                              --                       --              --
Dividend on 2000 cumulative preferred
  financing shares                                        --                       --              --
Common shares issued as optional stock
  dividend                                             4,122                   (4,122)             --
Common shares issued from exercise of
  option rights                                          747                   54,838              --
Goodwill paid                                             --                       --              --
Changes in valuation                                      --                       --          (4,097)
Change in nominal value EUR 0.25                      21,309                  (21,309)             --
Common shares issued                                  34,682                4,055,986              --
Preferred shares issued                               28,829                  366,065              --
Shares issued upon conversion of
subordinated convertible notes                            --                        6              --
Exchange rate differences in foreign interests            --                       --              --
                                                         ---                      ---             ---
BALANCE AS OF DECEMBER 31, 2000                      269,042                8,675,969          26,124
                                                     =======                ==========        =======
Net earnings                                              --                       --              --
Dividend on 2001 cumulative preferred
financing shares                                          --                       --              --
Common shares issued as optional stock
  dividend                                             5,115                   (5,115)             --
Common shares issued from exercise of
  option rights                                          790                   66,157              --
Goodwill adjustments <F1>                                 --                       --              --
Changes in valuation                                      --                       --          (5,603)
Common shares issued                                  20,125                2,481,259              --
Shares issued upon conversion of
subordinated convertible notes                             2                      221              --
Exchange rate differences in foreign interests            --                       --              --
                                                         ---                      ---             ---
BALANCE AS OF DECEMBER 30, 2001                      295,074               11,218,491          20,521
                                                     =======               ==========          ======

<CAPTION>
                                                                      Reserve for
                                                                       exchange
                                                     Reserve             rate              General
                                                  Shareholdings       differences          Reserve          Total
<S>                                                 <C>                <C>                 <C>             <C>
BALANCE AS OF JANUARY 3, 1999                          1,594            (337,734)          (2,375,792)     1,723,764
Net earnings                                              --                  --              752,107        752,107
Dividend on 1999 cumulative preferred
  financing shares                                        --                  --              (12,167)       (12,167)
Common shares issued as optional stock
  dividend                                                --                  --              (34,523)       (34,523)
Common shares issued from exercise of
  option rights                                           --                  --                   --         20,836
Goodwill paid                                             --                  --             (372,847)      (372,847)
Changes in valuation                                       6                  --               19,211         (3,236)
Exchange rate differences in foreign interests            --             277,182                  749        277,931
                                                         ---             --------                ----        -------
BALANCE AS OF JANUARY 2, 2000                          1,600             (60,552)          (2,023,262)     2,351,865
Net earnings                                              --                  --            1,115,991      1,115,991
Dividend on 2000 cumulative preferred
  financing shares                                        --                  --              (17,444)       (17,444)
Common shares issued as optional stock
  dividend                                                --                  --              (43,856)       (43,856)
Common shares issued from exercise of
  option rights                                           --                  --                   --         55,585
Goodwill paid                                             --                  --           (5,416,328)    (5,416,328)
Changes in valuation                                  12,989                  --              (12,989)        (4,097)
Change in nominal value EUR 0.25                          --                  --                   --             --
Common shares issued                                      --                  --                   --      4,090,668
Preferred shares issued                                   --                  --                   --        394,894
Shares issued upon conversion of
subordinated convertible notes                            --                  --                   --              6
Exchange rate differences in foreign interests            --             (24,718)                  --        (24,718)
                                                         ---             --------                ----        -------
BALANCE AS OF DECEMBER 31, 2000                       14,589             (85,270)          (6,397,888)     2,502,566
                                                      =======            ========          ===========     =========
Net earnings                                              --                  --            1,113,521      1,113,521
Dividend on 2001 cumulative preferred
financing shares                                          --                  --              (38,177)       (38,177)
Common shares issued as optional stock
  dividend                                                --                  --              (94,270)       (94,270)
Common shares issued from exercise of
  option rights                                           --                  --                   --         66,947
Goodwill adjustments <F1>                                 --                  --              (32,732)       (32,732)
Changes in valuation                                  20,079                  --              (22,880)        (8,404)
Common shares issued                                      --                  --                   --      2,501,384
Shares issued upon conversion of
subordinated convertible notes                            --                  --                   --            223
Exchange rate differences in foreign interests            --            (104,444)             (14,500)      (118,944)
                                                         ---             --------                ----        -------
BALANCE AS OF DECEMBER 30, 2001                       34,668            (189,714)          (5,486,926)     5,892,114
                                                      ======            =========          ===========     =========



<FN>
<F1> For fiscal 2001, goodwill adjustments relate to fair value adjustments for
fiscal 2000 acquisitions. Goodwill in fiscal 2001 is capitalized as an
intangible asset and amortized over a period not greater than 20 years, in
accordance with Dutch GAAP
</FN>
</TABLE>

               The accompanying notes are an integral part of the
                       consolidated financial statements.




                                       75



<PAGE>


                              Koninklijke Ahold NV
                  Notes to the Consolidated Financial Statements
                  For Fiscal 2001, Fiscal 2000 and Fiscal 1999


NOTE 1: DESCRIPTION OF THE BUSINESS

Company's business
Koninklijke  Ahold N.V.'s ("Royal  Ahold","Ahold"  or the  "Company")  principal
activity is the operation of retail trade supermarkets both in the United States
and in Europe with additional  activities in Latin America and Asia. Such retail
operations   are  primarily   conducted   through  the  following   consolidated
subsidiaries or partnerships:

    Region                                           Number of stores, including
                                                      franchises and associated
                                                               stores
                                                       As of December 30, 2001

    United States:
      Stop & Shop Companies, Inc.                                   321
      Giant-Food Stores, LLC (Giant Carlisle)                       107
      BI-LO, LLC                                                    446
      Tops Markets, LLC                                             370
      Giant Foods, Inc. (Giant Landover)                            186
      Bruno's LLC                                                   185
    Europe:
      The Netherlands
         Albert Heijn B.V.                                          686
         Gall & Gall B.V.                                           493
         Schuitema N.V.                                             515
         Etos B.V.                                                  496
         Jamin B.V.                                                 141
         Ter Huurne B.V.                                              2
      Scandinavia:
         ICA A.B.                                                  2991
      Portugal--Jeronimo Martins Retail, SGPS, S.A.                 198
      The Czech Republic--Ahold Czech Republic A.S.                 205
      Poland--Ahold Polska Sp. z o.o.                               165
      Spain--Ahold SuperMercados S.L.                               623
    Latin America:
      Brazil--Bompreco S.A. Supermercados do
         Nordeste                                                   110
      Argentina--Disco S.A.                                         236
      Chile--Santa Isabel S.A.                                      118
      Guatemala - La Fragua S.A.                                    144
    Asia Pacific:
      Malaysia--Royal Ahold - Perlis (Tops) Sdn. Bhd.                39
      Thailand--CRC Ahold Company Ltd.                               44
      Indonesia--PCP group                                           21
          Total Company                                           8,842

Royal Ahold also  operates  foodservice  activities  in the United  States,  The
Netherlands  and  Sweden.  In the  United  States,  Royal  Ahold  operates  U.S.
Foodservice,  the second largest food service  distributor in the United States,
based on net sales. In Europe, Royal Ahold conducts food service through Deli XL
in The Netherlands and through ICA Menyforetagen in Sweden.

                                       76


<PAGE>


                              Koninklijke Ahold NV
                  Notes to the Consolidated Financial Statements
                  For Fiscal 2001, Fiscal 2000 and Fiscal 1999


Royal Ahold has three  wholly-owned  real estate  affiliates,  Ahold Real Estate
Company,  Inc.  ("ARC")  and Ahold Real  Properties  LLC.  ("ARP") in the United
States,  and  Ahold  Vastgoed  B.V.  ("AVG")  in The  Netherlands.  These  three
companies  are engaged in the  financing,  development  and  management of store
sites  and  shopping  centers  primarily  in  support  of Royal  Ahold's  retail
operations.

NOTE 2: BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

The financial statements of Royal Ahold presented herein, and the notes thereto,
are prepared on a consolidated  basis in conformity with  accounting  principles
generally  accepted in The Netherlands  ("Dutch GAAP"). The valuation of assets,
liabilities and shareholders' equity and the determination of earnings are based
on historical  cost,  except for AVG's 1988  revaluation of its real estate,  as
explained under "Revaluation reserve" of this Note 2.

Consolidation

Royal Ahold  consolidates  all  companies  over which it exercises  control,  as
evidenced  by  majority  ownership  (51%)  or  through  control  of  management.
Companies over which Royal Ahold can exercise considerable influence in terms of
business  and  financial  policy,  and where  Royal  Ahold  owns more than a 20%
interest,  are  accounted  for using the  equity  method.  Other  unconsolidated
companies are stated at historical  cost unless there is a permanent  decline in
value.

If circumstances were such that there was a change in control,  or we are deemed
not to control  management in one of our consolidated  subsidiaries,  this would
prevent us from  consolidating  its results of  operations  with ours.  Any such
determination  of whether we could  continue  to  consolidate  would be based on
whether we still have a "controlling  financial  interest" within the meaning of
Dutch and US GAAP. If we were to become unable to consolidate a subsidiary, that
subsidiary's  results  would no longer be  included  in our  operating  results.
Instead,  the proper  portion  would be reflected as a separate line item called
"Income  from  unconsolidated  companies"  in  our  consolidated  statements  of
earnings.  In addition, we would no longer be able to consolidate the assets and
liabilities  of that  subsidiary and would have to reflect the net investment in
the line item  "Investments  in  unconsolidated  companies" in our  consolidated
balance sheets. We could lose our controlling position if market conditions were
such that it would be more beneficial for us to sell a  participating  ownership
interest.

Comparability  of the  financial  statements  with those  included in the Annual
Report of Royal Ahold

The  financial  statements  and related  notes of Royal Ahold  presented  herein
differ in certain  respects  from the  financial  statements  and related  notes
presented in the printed English  language  version of the 2001 Annual Report of
Royal Ahold.  The principal  differences  are  reclassifications  within certain
financial statement categories,  terminology changes and additional  disclosures
have been  provided in order to present these  financial  statements in a format
more customary to readers of US annual reports.

Use of estimates

The preparation of Royal Ahold's consolidated financial statements in conformity
with  generally  accepted  accounting  principles  requires  management  to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and disclosure of contingent  assets and liabilities at the balance
sheet  dates,  along with  revenues and  expenses  during the reported  periods.
Actual results could differ from those estimates.

Fiscal year

Royal Ahold's fiscal year generally  consists of 52 weeks and ends on the Sunday
nearest to December 31. Fiscal 2001 contained 52 weeks and ended on December 30,
2001.  Fiscal 2000  contained 52 weeks and ended on December 31, 2000 and fiscal
1999 contained 52 weeks and ended on January 2, 2000.

Reclassifications

Certain  reclassifications  have been made to prior year financial statements to
conform to the current year presentation.  In fiscal 2001, Royal Ahold adopted a
new definition for net sales, mainly impacting its US operations. Under this new




                                       77



<PAGE>

                              Koninklijke Ahold NV
                  Notes to the Consolidated Financial Statements
                  For Fiscal 2001, Fiscal 2000 and Fiscal 1999


definition,  certain promotional costs were reclassified from cost of goods sold
and  accounted  for as a  reduction  in sales.  Net sales for prior  years  were
restated to reflect this change.

Foreign exchange

Transactions,  receivables  and  liabilities  denominated in foreign  currencies
resulting from ordinary  activities  are  translated at the prevailing  rates of
exchange.  The  resulting  exchange  rate  differences  are added or  charged to
operating results. Exchange rate differences resulting from financing activities
are recorded in net financial expenses.

In  consolidation,  subsidiaries'  balance sheets whose  functional  currency is
other than Euros are  translated at the rates of exchange  prevailing at the end
of the fiscal  year;  the amounts in the  subsidiaries'  statements  of earnings
denominated  in currencies  other than Euros are  translated  per quarter at the
quarter's average rate of exchange.  The resulting exchange rate differences are
added or charged directly to shareholders'  equity.  On a cumulative  basis, the
aggregate  amount  of  foreign   exchange  rate   differences   charged  against
shareholders' equity was EUR 190 million as of December 30, 2001.

Cash and Cash Equivalents

Cash and cash  equivalents  include  cash on hand,  current  bank  accounts  and
short-term  deposits  with a  maturity  of three  months  or less at the date of
purchase.

Receivables/Loans receivable

Receivables and loans receivables are recorded at face value less provisions for
uncollectible  amounts.  The  Company  sells  certain  customer  receivables  in
securitizations  and  retains  a  participation  interest.  Losses  on  sale  of
receivables  vary on a monthly  basis and are  generally  related to  short-term
interest  rates that are charged to the Company on the  participation  interest.
The retained interest is recorded at fair value.

Inventories

Inventories  are stated at the lower of historical  cost or  manufacturing  cost
based on the first-in,  first-out ("FIFO") method or weighted average method, or
at market value if lower than cost.






                                       78


<PAGE>

                              Koninklijke Ahold NV
                  Notes to the Consolidated Financial Statements
                  For Fiscal 2001, Fiscal 2000 and Fiscal 1999



Other current assets

Other  current  assets  consist of  prepayments  and  project  financing  costs.
Prepayments  are  recognized  as an asset  until  amounts  are applied to future
expenses.  Project  financing  costs represent  construction  costs for land and
buildings  currently  under  development  associated  with  locations  which are
intended to be sold and leased back to the Company.

Tangible fixed assets

Tangible  fixed  assets are  stated at cost less  accumulated  depreciation  and
amortization. Depreciation is calculated using the straight-line method based on
the estimated useful lives of the related assets.  In the case of capital leases
and leasehold improvements,  the estimated useful lives of the related assets do
not exceed the remaining term of the  corresponding  leases.  Assigned  economic
lives of Royal Ahold's tangible fixed assets are as follows:

<TABLE>
<CAPTION>

Category                                                                        Assigned economic life
<S>                                                                             <C>
   Buildings                                                                    30-40 years
   Machinery and equipment (primarily distribution and production facilities)   8 years
   Other fixed assets (including renovations and store equipment)               5-8 years

</TABLE>

Interest  incurred  during  construction  is  capitalized as part of the related
asset, and totaled EUR 14 million,  EUR 18 million, and EUR 15 million in fiscal
2001,  2000 and 1999,  respectively.  The amount  recorded  for  buildings  also
includes  capitalized  leases for real estate.  Amortization  on capital  leases
takes place in accordance with the  straight-line  method over the length of the
lease, based on each agreement.

Intangible fixed assets

Goodwill  represents the excess of the cost of business'  acquired over the fair
market value of identifiable net assets at the date of acquisition. Goodwill was
charged directly to shareholders'  equity up to December 1, 2000. As of December
1, 2000 goodwill was  capitalized  and amortized on a straight line basis over a
maximum period of 20 years.

Lease  interest  primarily  represents  the  discounted  value of the difference
between  the fair  rental  value  and the  contractual  rents  due on  leases as
recorded  at the time of the  acquisition  of a  business  or  takeover  of such
leases.  These  discounted  intangible  assets are amortized  over the remaining
length of the lease agreements on a straight-line basis.

Beginning January 2, 2000, certain costs relating to software developed in-house
or purchased  for internal use are  capitalized  when certain  criteria are met.
Cost  incurred  prior to the  establishment  of  technological  feasibility  are
expensed as incurred and overhead,  general and administrative and training cost
are  also  expensed  as  incurred.   Amortization   is   calculated   using  the
straight-line  method over the  anticipated  useful life of the assets,  ranging
from three to five years.  The software  capitalized  in previous years was also
transferred  from  tangible  fixed assets to  intangible  fixed assets in fiscal
2000.

Investments in unconsolidated companies

Royal Ahold participates in certain joint ventures and partnerships,  as well as
maintains investments in other companies. Royal Ahold consolidates all companies
over which it exercises  control,  as evidenced by majority  ownership  (51%) or
through  control of  management.  Companies  over which Royal Ahold can exercise
considerable  influence in terms of business  and  financial  policy,  and where
Royal Ahold owns more than a 20%  interest,  are  accounted for using the equity
method.  Other  unconsolidated  companies are stated at  historical  cost unless
there is a permanent decline in value.

Recoverability of non-current assets

In evaluating useful lives and carrying values of long-lived assets, Royal Ahold
reviews  certain  indicators  of  potential  impairment,  such as  profitability
projections that incorporate the impact on existing company  businesses.  In the
event that an impairment  seems  likely,  the fair value of the related asset is
determined,  and Royal Ahold records a charge to earnings based on comparing the
asset's  carrying value to the estimated fair value.  Historically,  Royal Ahold
has generated sufficient returns from acquired businesses to recover the cost of
assets, including intangible assets.




                                       79
<PAGE>

                              Koninklijke Ahold NV
                  Notes to the Consolidated Financial Statements
                  For Fiscal 2001, Fiscal 2000 and Fiscal 1999



Other provisions

Provisions  are recorded for pensions,  loss  reserves,  bankruptcy  guarantees,
conversion  costs,  straight line rent,  and other  liabilities  of the Company.
These provisions are recorded when it is reasonably  possible that a loss may be
incurred and the amount of the loss can be reasonably estimated.

The Company  also records  provisions  for closed and  divested  facilities  and
severance  and  other  personnel  costs  when it  enters  plans  for  store  and
distribution center closures or disposals in connection with exit activities and
business  combinations.  Costs  related  to store  closures  and  disposals  are
reflected in the income statement as "General and Administrative  expenses." For
leased  locations the Company  intends to close,  a  lease-related  liability is
recorded for the present value of the estimated remaining  non-cancelable  lease
payments  after the closing  date,  net of estimated  subtenant  income,  or for
estimated lease settlement  costs. In addition,  the Company records a liability
for costs to be incurred after the store closing which are required under leases
or local  ordinances  for site  preservation  during  the  period  before  lease
termination.  Severance  costs  incurred in connection  with store  closings are
recorded when it is identified that certain employees will be terminated.

For stores the Company intends to sell, the Company  actively markets the stores
to potential  buyers.  A provision is recorded when stores held for disposal are
reduced to their  estimated  net  realizable  value.  The value of equipment and
leasehold  improvements  related  to  a  closed  store  is  reduced  to  reflect
recoverable values based on the Company's previous efforts to dispose of similar
assets and current economic conditions.

Taxes payable

Taxes  payable  include  income taxes (net of investment  credits),  value added
taxes,  payroll  taxes and other taxes which are  expected to be paid within one
year.

Revaluation reserve

In October 1988, a one-time  revaluation of certain relevant real estate held by
AVG was recorded. Royal Ahold added the difference between market value and book
value, net of deferred taxes, to a revaluation reserve in shareholders'  equity.
The revalued  amounts are amortized on a straight-line  basis over the remaining
estimated life of the related real estate.

Income taxes/Deferred income taxes

Income taxes are determined  based on the earnings  reported in the consolidated
statement of earnings,  adjusted for  permanent  differences  between  income as
calculated for financial and tax reporting purposes at the prevailing tax rates.

Deferred   income  tax  assets  and   liabilities  are  derived  from  temporary
differences  between the financial  and tax reporting of assets and  liabilities
and from loss carryforward facilities available and are included under "Deferred
income taxes". Netting of deferred tax assets and liabilities occurs on a fiscal
unity basis.

Deferred tax assets and liabilities are based on the tax rates prevailing at the
end of the fiscal year. A valuation allowance is established, when necessary, to
reduce  deferred  tax assets to the amount  that is more  likely  than not to be
realized based on available evidence.

Revenue Recognition

Revenues  are  recognized  at the  point of sale to  retail  customers  and upon
delivery of inventory to franchised  and  associated  stores or upon delivery to
our food service  accounts.  Royal Ahold  records  shipping  and handling  costs
billed to  customers  as sales  revenues.  Promotional  discounts  issued by the
Company are recorded upon redemption as a reduction of sales. Costs incurred for
shipping and handling are included in "Selling expenses".

Income for in-store  promotions,  merchant  coupons,  or other  incentives  from
suppliers that are  non-refundable  credits or payments are recognized  when the
related  activities that are required by the supplier are completed,  the amount
is fixed and determinable and the  collectibility  is reasonably  assured.  This
income is generally included as an offset of "Cost of sales." The total value of
any up-front or other periodic payments received from vendors that are linked to
purchase commitments




                                       80


<PAGE>

                              Koninklijke Ahold NV
                  Notes to the Consolidated Financial Statements
                  For Fiscal 2001, Fiscal 2000 and Fiscal 1999



is initially deferred. The deferred amounts are then amortized to reduce cost of
goods sold over the life of the contract  based upon periodic  purchase  volume.
The total value of any up-front or other periodic payments received from vendors
that are not linked to  purchase  commitments  is also  initially  deferred  and
recognized in income when earned.  Funds that are directly linked to advertising
commitments  are  recognized  as a  reduction  of cost of sales when the related
advertising commitment is satisfied.

Included  within net sales are  franchise  revenues,  which  represent  sales to
franchise  stores,  along  with  franchise  fees  remitted  to  the  Company  in
accordance with individual franchising  contracts.  These generally include fees
for services  provided by the Company and a percentage of franchise store sales.
Franchise  revenues  were EUR 1,681  million,  EUR 1,297  million  and EUR 1,025
million for the fiscal 2001, 2000 and 1999, respectively.

Advertising

Royal Ahold recognizes  advertising  expenses as incurred.  Advertising expenses
totaled EUR 706  million,  EUR 553  million and EUR 327 million in fiscal  years
2001, 2000 and 1999, respectively.

Earnings per share

The  calculation  of earnings per common share is based on the weighted  average
number of shares  outstanding  during  the  fiscal  year.  The  number of shares
outstanding is retroactively  adjusted for stock  dividends.  The calculation of
diluted  net  earnings  per common  share is  calculated  based on the  weighted
average number of common shares  outstanding,  inclusive of the number of shares
that would have been issued upon conversion of all dilutive common shares,  such
as  convertible  subordinated  notes and the exercise of employee  stock options
outstanding. The 4% EUR 920 million convertible note was anti-dilutive in fiscal
2001; for fiscal 2000 and 1999, it was dilutive.

NOTE 3 BUSINESS ACQUISITIONS AND INVESTMENTS

During  fiscal years 2001,  2000 and 1999,  we completed  the  acquisitions  and
partnership  investments  set forth  below.  The store  counts  indicated  below
represent  the  number of stores  operated  at the time of  acquisition,  unless
otherwise indicated.

o    Bruno's   supermarkets:   In  December  2001,  Royal  Ahold  completed  its
     acquisition of Bruno's  Supermarkets for a total cash consideration of $578
     million (EUR 644 million),  including assumed debt.  Bruno's is a prominent
     food retailer operating in the Southeastern  United States. The acquisition
     resulted in goodwill in the amount of EUR 104.1 million, which was assigned
     to the retail trade segment.  The results of Bruno's  operations  have been
     included in the  consolidated  financial  statements  beginning in December
     2001.

o    Alliant: In November 2001, U.S.  Foodservice acquired 100% of the shares of
     Alliant Exchange,  Inc. ("Alliant") for approximately $2.2 billion (EUR 2.5
     billion),  including  assumed debt.  Alliant is a food service  distributor
     that services  approximately  125,000 healthcare,  restaurant,  lodging and
     other  institutional  accounts  across the United  States.  The  results of
     Alliant's  operations  have been  included  in the  consolidated  financial
     statements  since  December of fiscal  2001.  The  acquisition  resulted in
     goodwill of EUR 1.7  billion,  which has been  tentatively  assigned to the
     food  service  segment.  As a result of this  acquisition,  the  Company is
     expected  to further  expand its  service  area in the  Midwest and Western
     United  States.  It also  expects to reduce  costs and  create  significant
     synergies by streamlining operations with U.S. Foodservice.

     The following  table  summarizes  the  estimated  fair values of the assets
     acquired and  liabilities  assumed at the date of the Alliant  acquisition.
     Ahold is in the  process of  obtaining  third-party  valuations  of certain
     intangible   assets  and  evaluating   various   matters   related  to  the
     acquisition, including the fair value of other assets and liabilities; thus
     the allocation of the purchase price is subject to refinement.

     At November 30, 2001

     (stated in thousands of Euros)

     Current assets                           740,979
     Tangible fixed assets                    504,814
     Intangible assets                         46,354


                                       81


<PAGE>


                              Koninklijke Ahold NV
                  Notes to the Consolidated Financial Statements
                  For Fiscal 2001, Fiscal 2000 and Fiscal 1999



     Goodwill                               1,749,912
                                            ---------
     Total assets acquired                  3,042,059

     Current liabilities                    (906,524)
     Long-term debt                         (487,552)
                                            ---------
     Total liabilities assumed            (1,394,076)
                                          -----------

     Net assets acquired                    1,647,983
                                            =========

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

o    Cemetro:   In  July  2001,   Superdiplo   completed  the   acquisition   of
     Supermercados  Cemetro for 11,061 million Spanish Pesetas, or approximately
     EUR 66  million.  Cemetro  operates  a chain  of 24  stores  in the  Canary
     Islands,  which are  particularly  geared  towards  servicing  the  tourist
     sectors. The acquisition resulted in goodwill of EUR 33 million,  which was
     assigned to the retail trade segment.

o    Mutual: In May 2001, U.S.  Foodservice acquired Mutual Wholesale Company, a
     broadline food service  distributor in Florida,  for  approximately EUR 134
     million, including assumed debt. Mutual services over 4,200 accounts, which
     include restaurants,  schools, universities and health care institutes. The
     acquisition  resulted in goodwill of EUR 83 million,  which was assigned to
     the food service segment.

o    Grand Union: In February 2001, two of Royal Ahold's US operating companies,
     Tops and Stop & Shop,  acquired  56  supermarkets  and eight sites from C&S
     Wholesale Distributors,  which acquired the locations from Grand Union, for
     approximately  $209  million  (EUR  233  million).  Stop &  Shop  completed
     integration of 36 stores and eight sites into their  operations  during the
     first half of fiscal 2001 and Tops integrated the remaining 20 stores.  The
     acquisition  resulted  in a total  of EUR 3  million  goodwill,  which  was
     assigned to the retail trade segment,  along with approximately $77 million
     (EUR 87 million) intangible lease rights.

o    Parkway: In February 2001, U.S.  Foodservice acquired Parkway Food Service,
     a broadline food service distributor in western Florida,  for approximately
     EUR 32 million.  Parkway services over 1,000 accounts,  mostly restaurants,
     schools,  universities and health care institutes. The acquisition resulted
     in  goodwill  of EUR 22 million,  which was  assigned  to the food  service
     segment.

o    Superdiplo:  Royal Ahold acquired 97.64% of the  outstanding  shares of the
     Spanish food retailer,  Superdiplo, S.A. by means of a public tender offer,
     in which  0.74 of a common  share of Royal  Ahold  was  offered  for  every
     Superdiplo share, subject to certain adjustments. On January 3, 2001, Royal
     Ahold  exchanged the 36,849,875  newly issued Royal Ahold common shares for
     49,797,129 Superdiplo shares,  representing 97.64% of the outstanding share
     capital in Superdiplo.  Additionally,  Royal Ahold  exercised  stock option
     rights  during  fiscal  2001,  which  brought the total share  ownership to
     98.73%  as of the  end of  fiscal  2001.  In  December  2001,  Royal  Ahold
     commenced  a tender  offer for the  additional  shares of  Superdiplo.  The
     tender offer  closed on January 21,  2002,  resulting in Royal Ahold owning
     99.97% of the outstanding share capital of Superdiplo. The balance sheet of
     Superdiplo was included in the consolidated  financial statements as of the
     end of  fiscal  2000,  as Royal  Ahold  obtained  beneficial  ownership  on
     December 29, 2000 and the operating  results of Superdiplo  are included in
     our consolidated  statement of earnings beginning January 2001.  Superdiplo
     operates over 300 stores in Southern Spain,  Andalusia,  the Canary Islands
     and the greater Madrid region, as well as two stores in Northern Morocco.

o    PYA/Monarch:  In December 2000, U.S. Foodservice  completed its acquisition
     of  PYA/Monarch,  a food service  distributor  in the  southeastern  United
     States for a total  cash  consideration  of  approximately  $1.57  billion.
     PYA/Monarch was previously a subsidiary of Sara Lee Corporation.

o    The A&P Stores: In September 2000,  Schuitema acquired the A&P Group in The
     Netherlands with 123 supermarkets and six hypermarkets.

o    Bompreco:  In June 2000,  Royal Ahold acquired the remaining  voting rights
     from the other shareholders of Bompreco in Brazil




                                       82
<PAGE>

                              Koninklijke Ahold NV
                  Notes to the Consolidated Financial Statements
                  For Fiscal 2001, Fiscal 2000 and Fiscal 1999



o    Peapod: In June 2000, Royal Ahold acquired  convertible  preferred stock of
     the US on-line  grocer  Peapod,  Inc. that were  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,  Royal Ahold purchased  2,331,917  shares of Peapod
     common stock in an open market transaction.

     In August 2001,  Royal Ahold  acquired an additional  12,581,632  shares of
     Peapod  Common  Stock  pursuant to a tender  offer for a price of $2.15 per
     share. Additionally,  Royal 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,  resulting in Royal Ahold owning 100% of Peapods outstanding
     common stock.

     Royal Ahold paid approximately EUR 37 million for the portion of Peapod not
     owned by it as of the end of fiscal 2000.  The fair value of the net assets
     acquired in 2001 was  approximately  negative $12 million  (negative EUR 13
     million)  resulting  in  goodwill  of  approximately  $47  million  (EUR 53
     million).  Combined with the goodwill of approximately  $55 million (EUR 58
     million)  purchased  during  fiscal  2000, a total of $102 million (EUR 111
     million) of goodwill was assigned to the retail trade segment.  Royal Ahold
     believes that the acquisition of Peapod will further enhance its ability to
     expand its customer  base and  compliment  existing  operations by offering
     home delivery  services.  Royal Ahold expects that through  synergies  with
     existing operations,  process refinement and technological advances, Peapod
     offers medium to long-term opportunities for growth and profitability.

o    Streamline:   In  September  2000,   Peapod  acquired   various  assets  of
     Streamline.com,  a US  on-line  shopping  and  delivery  service  based  in
     Westwood,  Massachusetts.  Peapod  paid  approximately  $12 million for the
     Washington,  D.C./Baltimore area facilities of Streamline,  which were used
     for Giant-Landover's internet-based home delivery services.

o    The ICA Group:  In April  2000,  Royal  Ahold  acquired  a 50%  partnership
     interest in ICA, the largest Scandinavian food retailer,  for approximately
     EUR 1.8 billion in cash.  ICA was formed in early 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.  In March 2001, ICA acquired an additional 0.1%
     of ICA  Denmark  for  approximately  EUR 42.8  million,  of which  EUR 28.7
     million was assigned to goodwill.

o    U.S. Foodservice: In April 2000, Royal Ahold acquired U.S. Foodservice, the
     second  largest food service  distributor  in the United  States,  based on
     sales,  for  approximately  $3.6  billion,   including  the  assumption  of
     approximately  $925  million in debt.  In July  2000,  GFG  Foodservice,  a
     broadline distributor in North Dakota, South Dakota and northern Minnesota,
     was acquired by U.S. Foodservice.

o    Kampio:  In January 2000,  Royal Ahold acquired the Catalonian  supermarket
     chain Kampio, based in Barcelona.

o    Ekono:  In January 2000,  Royal Ahold  acquired  Ekono,  which had 10 large
     supermarkets in Buenos Aires.

o    La Fragua: In December 1999, Royal Ahold  established a 50/50  partnership,
     Paiz Ahold,  which  controlled an 80.5% interest in La Fragua,  the largest
     food  retailer  in  Guatemala.  Royal Ahold  completed  this  agreement  in
     December 1999 and, as a result, the assets and liabilities of La Fragua are
     reflected in its  consolidated  balance sheet at the end of fiscal 1999 but
     none of the operating results are included in its consolidated statement of
     earnings for fiscal 1999.

o    Supamer and Gonzalez:  In May 1999, through Royal Ahold's  partnership with
     Velox  Retail  Holdings,  Disco Ahold  International  Holdings  acquired 75
     stores from Supamer and Gonzalez.

o    Gastronoom:  In  July  1999,  Royal  Ahold  acquired  Gastronoom,  a  Dutch
     institutional  food supplier,  for EUR 152 million including the assumption
     of interest-bearing  debt. In July 1999, Gastronoom was combined with Royal
     Ahold's  existing food service  company in The  Netherlands,  Grootverbruik
     Ahold to form Deli XL.

o    Dialco,  Dumaya,  Guerrero and Castillo del Barrio:  Throughout 1999, Royal
     Ahold acquired  several  companies in Spain for an aggregate  amount of EUR
     118 million in cash.

The  above  acquisitions  have  been  accounted  for by the  purchase  method of
accounting. The purchase price has been



                                       83



<PAGE>



                              Koninklijke Ahold NV
                  Notes to the Consolidated Financial Statements
                  For Fiscal 2001, Fiscal 2000 and Fiscal 1999




allocated  based on the  estimated  fair values of the assets  acquired  and the
liabilities  assumed.  As  discussed  in  Note 2 to the  consolidated  financial
statements,  under Dutch GAAP, any resulting goodwill was immediately charged to
shareholders'  equity in the year of  acquisition  through  November 2000. As of
December 1, 2000, goodwill is capitalized and amortized on a straight line basis
over a maximum  period of 20 years.  For treatment of goodwill  under  generally
accepted accounting principals in the Unites States ("US GAAP"), please refer to
Note 27.  Goodwill is, in general,  only tax  deductible in the case of an asset
deal. The operating  results of all  acquisitions  are normally  included in the
Consolidated   Statements  of  Earnings  from  the  dates  of  their  respective
acquisitions.



Unaudited pro forma financial data

The most significant acquisition for Ahold in fiscal 2001 was the acquisition of
Alliant;  however,  Royal Ahold also had a series of individually  insignificant
acquisitions during fiscal 2001 as discussed above. Therefore, the unaudited pro
forma combined  financial  data,  prepared in accordance with Dutch GAAP, as set
forth  below,  gives  effect  to the  acquisition  of  Alliant  as  well  as the
individually  insignificant  acquisitions  that are  material in the  aggregate,
Mutual  and  the   former   Grand   Union   stores   (collectively,   the  "2001
Acquisitions").  The unaudited  proforma financial data also gives effect to the
fiscal 2000  acquisition of U.S.  Foodservice,  the 50% partnership  interest in
ICA, PYA/Monarch and Superdiplo (the "2000 Acquisitions")

Royal  Ahold has  prepared  the fiscal 2001  unaudited  pro forma data as if the
fiscal 2001  Acquisitions  occurred at the  beginning of the period,  the fiscal
2000 unaudited pro forma data as if the fiscal 2001 and fiscal 2000 Acquisitions
occurred at the beginning of the period and the fiscal 1999  unaudited pro forma
financial data as if the fiscal 2000  Acquisitions  occurred at the beginning of
the period. We have made certain  assumptions to calculate income tax, interest,
and depreciation  expense using the accounting bases recognized in recording the
acquisitions.  To  calculate  interest  expense  incurred  for the  fiscal  2001
Acquisitions, we have assumed that all acquisitions were purchased with debt, at
an interest rate of 6.837%, which is based on debt acquired in fiscal 2001, with
the exception of Alliant,  which was financed through equity. In fiscal 2000, we
have assumed an interest rate of 6.25% for the  acquisition of  PYA/Monarch  and
6.38% for the acquisitions of U.S. Foodservice and ICA for amounts that were not
financed  through  equity.  To calculate  earnings per share for the fiscal 2001
acquisitions,  we have included  shares  issued from the  September  2001 equity
offering in our pro-forma  earnings per share  calculations for both fiscal 2000
and 2001.


<TABLE>
<CAPTION>
Pro-forma statement of earnings data                                  Fiscal 2001      Fiscal 2000       Fiscal 1999
                                                                      -----------      -----------       -----------
                                                                        (unaudited)       (unaudited)    (unaudited)
<S>                                                                   <C>              <C>               <C>

Net sales                                                                72,872,993        68,966,269       50,118,453

Earnings before interest and taxes                                        2,825,983         2,651,370        1,922,468
Net earnings                                                              1,139,279         1,206,960          887,673

Net earnings after preferred dividend                                     1,101,102         1,189,516          875,506

Weighted average number of common shares outstanding (x 1,000)              857,509           857,509          780,504

Earnings per common share                                                      1.28              1.39             1.12


</TABLE>

The pro forma  information  included  above for the fiscal  2001 and fiscal 2000
Acquisitions is provided for illustrative  purposes only and does not purport to
represent what the actual operating results would have been had the transactions
occurred on the  respective  dates  assumed.  All  historical  figures shown are
actual or, for  purposes of  comparison,  restated  fiscal  2001,  2000 and 1999
numbers.  The purchase price paid for all  transactions  reflects  future growth
expectations  and is not  based on  historical  data.  The  unaudited  pro forma
combined  earnings  data do not reflect the  anticipated  synergies  from actual
integration into Royal Ahold and stand alone  improvements in operating results.
The  combined  pro  forma  impact  of the  remaining  acquisitions  referred  to
elsewhere in Note 3 would not be  significantly  different  from the  historical
information.

NOTE 4: RESTRUCTURING CHARGES

During fiscal 2001, 2000 and 1999,  Royal Ahold recorded  charges to earnings or
acquisition  accounting  of EUR 367.4  million,  EUR 279.9  million and EUR 64.0
million for the estimated future cost (principally for rent obligations) for


                                       84


<PAGE>


                              Koninklijke Ahold NV
                  Notes to the Consolidated Financial Statements
                  For Fiscal 2001, Fiscal 2000 and Fiscal 1999



facilities,  primarily  retail stores,  that have been closed or announced to be
closed,  including  severance  benefits for employees  whose  employment will be
involuntarily  terminated.  These  charges  have been  recorded as "General  and
Administrative  expenses" in the  consolidated  statement  of  earnings,  unless
recorded  as part of an  acquisition,  and  accrued  for as closed and  divested
facilities and severance and other personnel costs within "Other  Provisions" in
the consolidated balance sheet, unless otherwise specified below.

For purposes of additional disclosure,  information regarding the provisions for
closed and  divested  facilities  and  severance  and other  personnel  costs as
accounted  for  under  Dutch  GAAP  has also  been  provided  using  the US GAAP
disclosure requirements of EITF 94-3 "Liability Recognition for Certain Employee
Termination  Benefits  and Other  Costs to Exit an Activity  (including  Certain
Costs Incurred in a  Restructuring)"("EITF  94-3") and EITF 95-3 "Recognition of
Liabilities in Connection with a Purchase Business Combination" ("EITF 95-3") as
discussed by the United  States  Securities  and Exchange  Commission in the SEC
Staff Accounting  Bulletin No.100  "Restructuring  and Impairment  Charges"("SAB
100").

The  Company  recorded  charges  under US GAAP of EUR 334.1  million,  EUR 281.0
million and EUR 83.2  million  primarily  for  remaining  rent  obligations  and
employee severance and other personnel costs as a result of restructuring  plans
during fiscal 2001,  2000 and 1999,  respectively.  For more  information on the
amounts  recognized  under  US  GAAP,  please  see  Note 27 to the  consolidated
financial  statements.  Due to the  nature of the real  estate  market and other
contractual obligations,  the Company recognizes restructuring charges for plans
extending up to three years following the commitment date.

During the fourth quarter of fiscal 2001, the Company  recognized  restructuring
charges related to the purchase of Alliant  Exchange,  Inc. Please see Note 3 to
the  consolidate  financial  statements for more  information.  As a result of a
merger and  integration  plan that the Company began to formulate at the date of
acquisition,  the  Company  recorded  an  additional  liability  under  purchase
accounting of  approximately  EUR 119 million for merger and integration  costs.
The integration  costs primarily  include employee costs related to severance in
the amount of EUR 34 million for the termination of 1200 employees, of which 150
were  terminated as of fiscal year end 2001, and obligations for rental payments
to third  parties in the amount of  approximately  EUR 23 million.  Other merger
transaction  costs of  approximately  EUR 62 million consist of expenses to wind
down  operations  and  integrate  the   facilities,   along  with  other  direct
transaction   costs,   including   professional   fees.  The  restructuring  and
merger-related  charges were  determined  based on formal plans  approved by the
Company's management using the best information available to it at the time. The
amounts the Company may ultimately incur may change as the Company's  initiative
to integrate the business related to this merger is executed. These accruals are
expected to be fully utilized by fiscal year end 2003, except for payments under
long-term lease obligations.

During the second quarter of 2000, the Company recognized  restructuring charges
related to the purchase of U.S. Foodservice in April 2000 and the acquisition by
U.S.  Foodservice  of  PYA/Monarch  in December  2000.  Please see Note 3 to the
consolidated  financial  statements  for more  information.  As a result  of the
purchase and integration of U.S. Foodservice, the company recognized a liability
of approximately EUR 76 million as part of purchase accounting.  Of this amount,
approximately  EUR 21 million  consist of  personnel  costs for payouts of stock
options and  bonuses.  The costs for rental  liabilities  were  estimated  to be
approximately  EUR  26  million  and  the  costs  relating  to the  closing  and
integration  of  facilities  and  other  direct  costs of the  transaction  were
estimated  to be  approximately  EUR  29  million.  In  2001,  U.S.  Foodservice
recognized  an  additional  EUR 106  million  charge for  reorganization  plans,
primarily for the integration of Alliant by U.S. Foodservice. These charges were
recorded as exceptional charges in the consolidated statement of earnings. As of
December 30, 2001, U.S.  Foodservice had unused accruals of approximately EUR 25
million for personnel  payouts,  EUR 44 million for rental  liabilities to third
parties,  EUR 86  million  for  integration  and  closing of  facilities.  These
accruals are expected to be fully  utilized by fiscal year end 2003,  except for
payments under long-term  obligations.  For US GAAP purposes,  EUR 33 million of
these costs did not meet the recognition  requirements,  and therefore, have not
been included as an expense in our US GAAP statements.

During  fiscal  2001,  the Company  made certain  decisions  to  reorganize  its
operations in Spain, after several recent acquisitions, including the closure of
several stores and distribution centers. Please see Note 3 for more information.
As a result of this  reorganization,  the  Company  recognized  a  liability  of
approximately  EUR 39  million,  of which  approximately  EUR 29 million was for
severance  charges for the  termination  of 1,317  employees,  of which 456 were
terminated by year end, and EUR 10 million related to the closure of facilities.
These  charges  were taken as part of purchase  accounting  and  recorded on the
consolidated balance sheets in fiscal 2001. 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. These accruals are expected to be fully utilized by fiscal
year end 2003 except



                                       85


<PAGE>

                              Koninklijke Ahold NV
                  Notes to the Consolidated Financial Statements
                  For Fiscal 2001, Fiscal 2000 and Fiscal 1999



for payments under long-term obligations.

In fiscal 2000, the Company  recognized  restructuring  charges  relating to the
purchase  of A&P  stores,  through  its 73% owned  subsidiary,  Schuitema  N.V.,
amounting  to  approximately  EUR 87  million,  relating to the  integration  of
facilities and the rental obligations to third parties. As of December 30, 2001,
approximately  EUR 58  million of this  provision  remains  outstanding,  EUR 42
million for facility cost and EUR 16 million for rental obligations. The Company
expects  this accrual to be fully  utilized by fiscal year end 2003,  except for
payments under long-term obligations.

On an  on-going  basis,  the Company  makes  certain  decisions  relating to the
relocation  and  expansion of the  Company's  operations.  As of fiscal year end
2001, the Company decided to close or sell 109  under-performing  stores and one
office building,  the largest portion of which related to closures for Bi-Lo (44
stores),  Giant-Landover  (15  stores),  ICA (5 stores) and Thailand (3 stores).
This decision resulted in an additional  restructuring charge of EUR 53 million.
This   restructuring   charge  consists   primarily  of  costs  associated  with
non-cancelable   lease  obligations  and  lease  related   liabilities  and  are
classified within "Excess operating lease obligations" in the table below. These
charges are evaluated on a quarterly  basis and changes are made to the estimate
as deemed  appropriate.  The  amounts  are  accrued  when a formal plan has been
approved  by  management  and are  generally  utilized  within a three year time
frame.   Any  charges  relating  to  these  provisions  are  recognized  in  the
consolidated statement of earnings under general and administrative expenses. As
of fiscal year end 2001, 2000 and 1999,  approximately EUR 121 million,  EUR 100
million and EUR 140 million  were  accrued  respectively  for  individual  store
closure costs.


The table below  specifies the changes in  restructuring  provisions  for fiscal
1999, 2000 and 2001:


<TABLE>
<CAPTION>
                                    Severance and Excess
                                    Other Operating Lease

                              Personnel Costs        Obligations           Other<F1>      Total
<S>                           <C>                 <C>                      <C>            <C>
January 3, 1999                    91.390              188.130              12.312          291.832

Restructuring charge               23.953               22.926              17.120           63.999

Change in estimate                  4.317                4.004              (7.840)             481

Exchange Rate Difference            2.248               20.418                 378           23.044

Used in year                      (31.175)             (92.513)             (4.652)        (128.340)
                                  --------            ---------             -------        ---------

January 2, 2000                    90.733              142.965              17.318          251.016

Restructuring charge              104.390               41.312             134.165          279.867

Change in estimate                 (5.021)                 530                 926           (3.565)

Exchange Rate Difference             (880)              11.953              (1.865)           9.208

Used in year                      (80.186)             (70.974)            (14.711)        (165.871)
                                  --------            ---------            --------        ---------

December 31, 2000                 109.036              125.786             135.833          370.655

Restructuring charge              110.192              142.305             114.867          367.364

Change in estimate                (15.377)              19.345             (21.249)         (17.281)

Exchange Rate Difference            2.025                5.640               2.292            9.957

Used in year                      (73.378)             (46.000)            (64.741)        (184.119)
                                  --------            ---------            --------        ---------

December 30, 2001                 132.498              247.076             167.002          546.576

<FN>
<F1>"Other"  relates  to the  additional  cost  to  maintain  or wind  down  the
facilities which are to be integrated or closed.
</FN>
</TABLE>

Stores being "closed" or "sold" primarily are being relocated.  The stores whose
activities are being discontinued do not have separately identifiable operations
that are significant to the Company on a net sales or net earnings level.



                                       86
<PAGE>

                              Koninklijke Ahold NV
                  Notes to the Consolidated Financial Statements
                  For Fiscal 2001, Fiscal 2000 and Fiscal 1999



NOTE 5 CASH AND CASH EQUIVALENTS
<TABLE>
<CAPTION>

                                                                   December 30,       December 31,
                                                                       2001                2000
                                                                       ----                ----
<S>                                                                <C>                 <C>
Cash in bank and cash on hand                                       1,457,981           1,090,680
Cash investments and time deposits                                    514,292             244,912
                                                                     --------             -------
                                                                    1,972,273           1,335,592
                                                                    =========           =========
</TABLE>


Reported  amounts for fiscal 2000 included  restricted cash of EUR 38.6 million,
relating to required deposits for certain pension fund agreements.

Supplemental cash flow information:
Ahold entered into financial lease commitments in the amount of EUR 190 million,
EUR 237 million and EUR 181 million in fiscal 2001, 2000 and 1999  respectively.
Additionally, 41 million of financial lease assets were divested in fiscal 2001.
In  February  2001,  a book  gain of EUR 76.5  million  on a sale and  leaseback
transaction in the United States was fully deferred. In the cash flow statement,
the other current  liabilities  have been adjusted to account for this book gain
as a divestment of tangible and intangible fixed assets.

In fiscal 2001, convertible subordinated notes were converted into common shares
in the  amount of EUR 223  thousand  and in fiscal  2000,  EUR 6  thousand  were
converted into common shares.

Also in fiscal  2000,  the increase in interest in Bompreco in Brazil was partly
financed, and the acquisition of Superdiplo in Spain was fully financed, through
a share for share  transaction,  in which 5.3 million and 36.8  million  shares,
respectively, were used. The net proceeds of these share issues in the amount of
EUR  1,414  million  is  included  in  the  line  "acquisition  of  consolidated
subsidiaries". In fiscal 2001, there were no share for share transactions.

Interest  paid,  net of amounts  capitalized  was EUR 958.8  million,  EUR 658.8
million and EUR 397.8 million in fiscal 2001, 2000 and 1999 respectively.


NOTE 6 RECEIVABLES
<TABLE>
<CAPTION>
                                                                    December 30,         December 31,
                                                                       2001                  2000
<S>                                                                 <C>                  <C>
Trade receivables                                                   2,069,330            1,833,231
Receivables from unconsolidated subsidiaries and affiliates            25,201               30,800
Income tax receivable                                                  52,378               18,034
Other receivables                                                   1,458,201            1,113,181
                                                                   ----------            ---------
                                                                    3,605,110            2,995,246
Allowances for doubtful receivables                                  (151,241)            (145,971)
                                                                   -----------           ----------
                                                                    3,453,869            2,849,275
                                                                   ===========           ==========

</TABLE>
                                       87



<PAGE>

                              Koninklijke Ahold NV
                  Notes to the Consolidated Financial Statements
                  For Fiscal 2001, Fiscal 2000 and Fiscal 1999



The  Company's  wholly  owned  subsidiaries,   U.S.   Foodservice  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  (the  "Receivable
Companies),   which  are   wholly-owned,   special  purpose,   bankruptcy-remote
subsidiaries of the Company. Simultaneously,  the Receivable Companies transfer,
assign and convey  their  present and future  right,  title and  interest 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 a residual interest,  subordinate to the interest
of third party investors, in the Master Trusts assets.

The  above  described  transfer  of all  trade  receivables  and the  subsequent
conveyance of the Company's  interest in those  receivables to the Master Trusts
qualifies as a sale in accordance  with FASB Statement No. 140  "Accounting  for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities",
a US GAAP  standard.  Accounts  receivable  sold under  these  arrangements  are
excluded from the accounts  receivable in the consolidated  balance sheet. As of
December 30, 2001 and  December  31, 2000,  the Company had sold EUR 985 million
and EUR 438 million,  respectively,  under the Agreements.  The interest rate on
the certificates  issued under the Agreements  during fiscal 2001 ranged between
1.99% and 6.40%  annually.  The Company's  retained  interest in the receivables
sold to the Master  Trusts as of December 30, 2001 and  December 31, 2000,  were
approximately $198 million (EUR 224 million) and $131 million (EUR 148 million),
respectively.  This  retained  interest,  which  is  included  in  the  accounts
receivable balance reflected in the consolidated  balance sheets, is recorded at
fair value.  The carrying amount reported in the balance sheets for the retained
interest approximates fair value because of the immediate or short-term maturity
of these financial instruments.  Further, the sensitivity to changes in discount
rates or other assumptions is not significant  because of the limited collection
time, approximately 30 days, of the underlying receivables.  This is reviewed on
an ongoing basis for outstanding  and newly  securitized  receivables.  Proceeds
from the collection  under the Agreements  were $10.7 billion (EUR 12.1 billion)
and $5.2 billion (EUR 5.9 billion) in fiscal 2001 and fiscal 2000, respectively.
Losses,  primarily  representing  interest,  totaled EUR 20 million and EUR 22.9
million in fiscal 2001 and fiscal 2000, respectively.  These are included in the
Consolidated  Statements  of Income  under the caption  "Financing  Costs".  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 the Company  receives  for  servicing  the
receivables approximate the related cost.

The sole purpose of the Master Trusts is to  facilitate  the purchase of various
receivables of U.S.  Foodservice and Alliant to various  third-party  investors.
The Company does not have an equity ownership in the third-party special-purpose
entities that operate as Master  Trusts and does not provide  funding for any of
their  obligations.  The only  assets of the Mater  Trusts  are the  receivables
purchased that are still  outstanding at year-end.  The obligations of the third
party  special-purpose  entities  equal  the  invested  amount  of  third  party
certificate  holders,  including the accrued  return for the year,  and the fair
value of the residual interests sold, including those sold to the Company.


Note 7    INVENTORIES

<TABLE>
<CAPTION>

                                                                    December 30,            December 31,
                                                                         2001                   2000
                                                                         ----                   ----
<S>                                                                 <C>                    <C>
Raw materials and components                                             5,418                 13,966
Finished products and merchandise inventories                        5,212,957              4,160,001
Other inventories                                                       76,911                 98,596
                                                                     ----------             ----------
                                                                     5,295,286              4,272,563
Allowances for obsolete inventories and shrinkage                     (228,251)              (172,340)
                                                                     ----------             ----------
                                                                     5,067,035              4,100,223
</TABLE>


                                       88

<PAGE>

                              Koninklijke Ahold NV
                  Notes to the Consolidated Financial Statements
                  For Fiscal 2001, Fiscal 2000 and Fiscal 1999



NOTE 8    OTHER CURRENT ASSETS
<TABLE>
<CAPTION>

                                                                    December 30,       December 31,
                                                                        2001               2000
                                                                        ----               ----
<S>                                                                <C>                  <C>
Prepaid expenses                                                      462,482            465,182
Project financing                                                      88,624            111,694
                                                                      -------            -------
                                                                      551,106            576,876
</TABLE>



NOTE 9 TANGIBLE FIXED ASSETS

<TABLE>
<CAPTION>

                                          Buildings and Land
                                      --------------------------   Machinery                  Under
                                         Stores         Other      equipment      Other     construction       Total
                                         ------         -----      ---------      -----     ------------       -----
<S>                                     <C>           <C>         <C>           <C>           <C>         <C>
Cost, Dec. 31, 2000                      6,258,398    2,097,935    3,065,747     5,726,875     645,892    17,794,847
Accumulated depreciation                (1,035,361)    (465,034)  (1,210,600)   (2,851,201)         --    (5,562,196)
                                        -----------   ----------  -----------   ----------- -----------   -----------
Net book value, Dec. 31, 2000            5,223,037    1,632,901    1,855,147     2,875,674     645,892    12,232,651
                                         =========    =========    ==========    ==========    =======    ==========

Additions                                  696,266      218,909      675,303     1,221,074       23,257    2,834,809
Capitalized leases                         177,598          481        6,320         5,732           --      190,131
Acquisitions                               379,200      485,403      194,608       138,935       39,873    1,238,019


Book value of assets sold or disposed     (578,372)    (312,746)     (96,500)      (73,768)    (13,797)   (1,075,183)
Depreciation                              (231,455)     (58,787)    (323,034)     (794,957)         --    (1,408,233)
Exchange rate differences                   12,414       14,919       19,342        (5,396)     18,356        59,635
                                            -------      -------      -------       -------     -------       ------
Net book value, Dec. 30, 2001             5,678,688    1,981,080    2,331,186     3,367,294     713,581    14,071,829
                                          =========    =========    =========     =========     =======    ==========

Cost, Dec. 30, 2001                      7,056,377    2,426,166    3,699,200      7,025,761    713,581    20,921,085
Accumulated depreciation                (1,377,689)    (445,086)  (1,368,014)   (3,658,467)         --    (6,849,256)
                                        -----------    ---------  -----------   ----------- -----------   -----------
Net book value, Dec. 30, 2001            5,678,688     1,981,080    2,331,186    3,367,294      713,581    14,071,829
                                         =========-    =========    =========    =========-     =======    ==========
</TABLE>


Included  within  buildings  and land is EUR 72.3 million for buildings and land
not in use as of December 30, 2001 and EUR 75.8 million as of December 31, 2000.
This included  accumulated  amortization  of EUR 6.3 million for fiscal 2001 and
EUR 4.3 million for fiscal 2000.  Generally,  buildings  and land not in use are
held for future  development or are former  supermarkets being actively marketed
for sale.  Assets not in use are tested  annually for  impairment  in accordance
with FASB Statement No. 121, "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to be Disposed Of".

Also  included  within  building and land as of December  30, 2001,  is EUR 31.6
million for a one-time  revaluation of the real estate assets of AVG, which were
revalued in October 1988. The revaluation amount is depreciated over the life of
the related assets.

Additions to asset under construction  includes the cost of any new projects net
of  completed   projects  that  are  transferred  out.  Completed  projects  are
reclassified into building and land or equipment, as appropriate, when a project
is substantially complete and ready for use.

As of December  30,  2001,  the  aggregate  amounts of mortgage  and other loans
collateralized  by real  estate  were EUR  128.9  million.  The book  values  of
mortgaged  real  estate at  December  30,  2001 exceed the amounts due under the
related loans or secured liabilities.

As of December 30, 2001,  Royal Ahold had purchase  commitments for fixed assets
outstanding of approximately EUR 428 million.


                                       89

<PAGE>

                              Koninklijke Ahold NV
                  Notes to the Consolidated Financial Statements
                  For Fiscal 2001, Fiscal 2000 and Fiscal 1999




NOTE 10 INTANGIBLE FIXED ASSETS
<TABLE>
<CAPTION>

                                                                                        Other
                                                                            Lease    intangible
                                                Goodwill    Software     interest    fixed assets    Total
                                                --------    --------     --------    ------------    -----
<S>                                            <C>            <C>            <C>       <C>            <C>

Beginning of fiscal year:
At cost                                        2,735,823     182,131      193,453     172,054    3,283,461
Accumulated amortization                          (4,838)    (39,422)     (44,740)    (41,773)    (130,773)
                                              -----------    -------      -------     -------     --------
Book value                                     2,730,985     142,709      148,713     130,281    3,152,688

Additions                                      2,273,090     154,692        5,522      24,001    2,457,305
Brought in through acquisitions                       --      61,555       85,474      29,026      176,055
Divestments                                         (630)     (6,138)         (42)     (9,198)     (16,008)
Amortization                                    (166,496)    (67,374)     (16,780)    (21,694)    (272,344)
Exchange rate differences                        130,786       5,750       12,432       2,015      150,983

End of fiscal year:
At cost                                        5,138,373     382,523      290,926     222,105   6,033,927
Accumulated amortization                        (170,638)    (91,329)     (55,607)    (67,674)   (385,248)
                                                ---------    --------     --------    --------   ---------
Book value                                     4,967,735     291,194      235,319     154,431   5,648,679
                                               ==========    ========     ========    ========  =========

</TABLE>


NOTE 11 INVESTMENTS IN UNCONSOLIDATED SUBSIDIARIES AND AFFILIATES
<TABLE>
<CAPTION>


                                                                   December 30,  December 31,
                                                                       2001         2000
                                                                       ----         ----
<S>                                                                   <C>           <C>
Beginning of fiscal year:                                             407,843       132,035

Brought in through acquisitions                                           704       219,373
Investments and increase in existing shareholdings                     95,180        58,750
Sale and settlement of shareholdings                                  (33,721)       (4,163)
Other movements                                                       (41,130)         (373)
Exchange rate differences                                             (14,435)       (8,727)
Income from unconsolidated subsidiaries and affiliates                 14,553        14,562
Dividend                                                               (4,928)       (3,614)
                                                                        -----         -----
End of fiscal year:                                                   424,066       407,843
                                                                     ========       =======

</TABLE>

During 2001,  Ahold gained  control of the Denmark  operations of the ICA Group,
through  the  acquisition  of a 0.1%  additional  ownership  interest,  and  the
operations were consolidated in our financial statements resulting in the "other
movements" above of EUR (41.1 million).  The additional acquisition did not have
a significant  impact on our operations.  Increases included in "Investments and
increase  in  existing  shareholdings"  for 2001  include  investments  in Czech
Republic,  Scandinavian and Portugal for EUR 15.9 million,  EUR 63.9 million and
EUR 7.0 million, respectively.

In the ordinary course of business,  Royal Ahold has had sales transactions with
its unconsolidated  subsidiary,  Statoil Detaljhandel,  which amounted to EUR 80
million in fiscal 2001 and EUR 86 million in fiscal  2000.  At the end of fiscal
2001 and fiscal 2000, amounts receivable from Statoil Detaljhandel totaled EUR 2
million and EUR 2 million,  respectively.  In the  ordinary  course of business,
Royal Ahold has had purchase  transactions  with its  unconsolidated  subsidiary
Luiz Paez,  which  amounted  to EUR 7 million in fiscal  2001,  EUR 8 million in
fiscal  2000 and EUR  8 million  in  fiscal  1999.  The  Company  also  provided
financing  to Luis Paez and  received  interest of EUR 2 million in fiscal 2001,
EUR 2 million in fiscal 2000 and EUR 0.2 million in fiscal  1999.  At the end of
fiscal 2001,  2000 and 1999,  amounts  receivable from Luiz Paez totaled EUR 82
million, EUR 42 million and EUR 3 million, respectively.

NOTE 12 LOANS RECEIVABLE

                                                       December 30, December 31,
                                                            2001         2000

Employee loans, floating interest                          54,852      106,724
Other loans issued                                        309,336      236,297
Loans due from unconsolidated companies                   169,969       71,034
                                                          -------       ------
                                                          534,157      414,055
                                                          =======      =======


                                       90


<PAGE>

                              Koninklijke Ahold NV
                  Notes to the Consolidated Financial Statements
                  For Fiscal 2001, Fiscal 2000 and Fiscal 1999


Employee  loans  include EUR 43.8 million as of December 30, 2001  (December 31,
2000:  EUR 55.8 million) of loans due from the officers,  managers and employees
of the Company which were granted to assist these  officers and  employees  with
investments  in the AH Dutch  Customer  Fund (the "Fund").  These  floating-rate
loans,  bearing  interest based on the Dutch interest rate, are generally due in
the year  2004 (EUR 4.1  million),  2006  (EUR 8.9  million)  and 2008 (EUR 30.8
million) or upon an individual's termination of employment,  if earlier, and are
collateralized by each individual's  corresponding investment in the Fund. Loans
to  Corporate  Executive  Board  members were EUR 0.5 million as of December 30,
2001  (December 31, 2000:  EUR 0.9 million).  As of the end of fiscal 2001,  the
fair market value of loans receivable approximated book value.


NOTE 13 LOANS PAYABLE

                                                      December 30,  December 31,
                                                          2001          2000

Bank overdrafts                                          865,039     1,025,723
Loans, current portion                                   455,550       247,588
Capitalized lease commitments, current portion            84,525        74,720
Ahold Dutch Customer Fund Loan (1)                       170,493       192,475
customer/employee savings                                 95,970       354,101
Other short term loans (2)                               177,335       460,738
                                                       ---------     ---------
                                                       1,848,912     2,355,345
                                                       =========     =========


(1)  Interest rates range from 4.23% to 5.65% on the Dutch Customer Fund loans.
(2)  The largest portion of other short term loans is made up of EUR 113 million
     from JMR to third parties at interest rates ranging from 4.17% to 5.19% and
     EUR 60 million from ICA to third parties at interest rates ranging from
     2.35% to 3.35%.



NOTE 14 OTHER CURRENT LIABILITIES


                                                       December 30, December 31,
                                                           2001         2000


Vacation allowances                                        363,247      339,130
Interest                                                   285,927      223,844
Pension funds                                               30,630       21,732
Dividends                                                   17,622       10,948
Deferred gains                                             228,170      110,664
Payables to unconsolidated subsidiaries and affiliates      20,203        3,802
                                                           -------      -------
                                                           945,799      710,120
                                                           =======      =======

The nature of deferred  gains is long-term and represents  mainly  deferred book
gains on sale and leaseback transactions,  as well as up-front payments received
from vendors with respect to purchasing  contracts.  Please see also Note 20 for
more information.


                                       91

<PAGE>

                              Koninklijke Ahold NV
                  Notes to the Consolidated Financial Statements
                  For Fiscal 2001, Fiscal 2000 and Fiscal 1999

NOTE 15 BORROWINGS
<TABLE>
<CAPTION>

                                                                                               December 30,     December 31,
                                                                                                   2001              2000
<S>                                                                                             <C>              <C>
Subordinated loans at fixed rates:
EUR 91 million bonds, 6.75%, maturing in 2003                                                     90,756           90,756
EUR 91 million bonds, 5.875%, maturing in 2005                                                    90,756           90,756

Convertible subordinated notes:
EUR 678 million 3.0% convertible subordinated notes, maturing in 2003                            678,172          678,395
EUR 920 million 4.0% convertible subordinated notes, maturing in 2005                            920,000          920,000

Credit facilities:
$1 billion, multi-currency facility, floating interest                                               ---          720,738
$500 million, multi-currency facility, floating interest                                             ---          530,560
SEK 5,000 million, multi-currency facility, floating interest EURIBOR plus 0.375% (1)            270,362          241,138

Miscellaneous loans at fixed rates unless otherwise noted:
EUR 136 million bonds, 5.875%                                                                    136,134         136,134
EUR 227 million bonds, 6.25%                                                                     335,106         226,890
EUR 45 million loan, 7.70%                                                                        27,227          36,302
EUR 32 million loan, 7.20%                                                                        31,765          31,765
EUR 600 million bond, 5.875%                                                                     604,683             ---
EUR 1,500 million bond, 5.875%                                                                 1,500,000             ---
GBP 500 million bond, 6.50%                                                                      804,105             ---
$500 million 6.25% bonds                                                                         565,865         530,560
$500 million 6.875% bonds                                                                        565,865         530,560
$250 million 9.75% senior loan                                                                   220,902         212,198
$150 million loan, LIBOR plus 10 bps (2)                                                         163,423             ---
$39 million 6.11% loan                                                                            44,137          41,384
$50 million 6.23% loan                                                                            56,586          53,056
$39 million loan LIBOR plus 70 bps (2)                                                            44,137          41,384
$250 million 9.875% bond                                                                          97,490         140,135
$100 million 9.125% bond                                                                          23,393          32,932
EUR 1,500 million 6.375% bond                                                                  1,600,832       1,500,954
EUR 200 million 6.375% bond                                                                      200,000         200,000
EUR 66 million floating rate note EURIBOR plus 0.8% (1)                                           66,000          66,000
EUR 55 million loan, 5.625%                                                                       55,000             ---
$700 million 8.25% bond                                                                          792,211         742,784
CZK 3,000 million floating rate note PRIBOR plus 0.28% (3)                                        94,492          84,604
JPY 33,000 million bond, LIBOR plus 150 bps (2)                                                  299,000             ---
86 other loans, average 6.15%                                                                  1,031,122       1,205,213
33 mortgage loans, average 7.35%                                                                 108,465         125,811
                                                                                                 -------         -------
                                                                                              11,517,986       9,211,009

Current portion                                                                                 (455,550)       (247,588)
                                                                                              ----------       ---------
Long-term portion of loans                                                                    11,062,436       8,963,421
                                                                                              ==========       =========

</TABLE>
----------


(1)  The EURIBOR  rate as of December  30, 2001 was 3.29% for the EUR 66 million
     note and 3.34% for the SEK 5,000 million note.
(2)  The LIBOR rate as of December 30, 2001 was 1.98%.
(3)  The PRIBOR rate as of December 30, 2001 was 4.37%



                                       92

<PAGE>

                              Koninklijke Ahold NV
                  Notes to the Consolidated Financial Statements
                  For Fiscal 2001, Fiscal 2000 and Fiscal 1999


As of December 30, 2001,  maturities  of long-term  debt,  in millions of Euros,
during each of the next five fiscal years and thereafter are as follows:

                  2002                                     455,550
                  2003                                   1,387,251
                  2004                                      78,777
                  2005                                   3,250,073
                  2006                                     464,279
                  Thereafter                             5,882,056
                                                         ---------
                                                        11,517,986
                                                        ==========

Subordinated loans

Repayment of the principal of these  subordinated  loans is  subordinated to the
claims of all other existing and future creditors.

Convertible subordinated notes

In September  1998,  Royal Ahold  completed a public offering of EUR 678 million
principal  amount of its 3.0%  convertible  subordinated  notes  due 2003,  with
interest payable annually.  Holders of the convertible  subordinated  notes have
the right to convert  the notes into  common  shares of Royal  Ahold at any time
prior to September 25, 2003.  During  fiscal 2001, the conversion  price changed
from EUR 27.82 to EUR 27.02 per common  share.  At any time after  September 30,
2001, the notes are redeemable at the option of Royal Ahold, in whole but not in
part, at the principal amount thereof, together with accrued interest. The notes
will mature on September 30, 2003.

In May 2000, Royal Ahold issued 4.0% convertible  subordinated  notes due in May
2005,  with a principal  amount of EUR 920 million.  Holders of these notes have
the right to convert  the notes into  common  shares of Royal  Ahold at any time
prior to May 16, 2005. During fiscal 2001, the conversion price changed from EUR
32.74 to EUR 31.82 per  common  share.  Royal  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 after May 19, 2003.

Credit facilities

On  December  18  1996,  Royal  Ahold  entered  into  a  $1  billion  seven-year
multi-currency  revolving credit facility bearing an interest rate of LIBOR plus
10 basis points.  In 2001, the revolver rate increased to LIBOR plus 11.25 basis
points.  The  revolver  agreement  contains  restrictive  covenants  to maintain
certain financial ratios.  Royal Ahold was in compliance with all such covenants
during fiscal 2001.

On  March  18,  1998,   Royal  Ahold  entered  into  a  four-year  $500  million
multi-currency  revolving  standby credit facility.  The terms and conditions of
this facility are  substantially  identical to Royal Ahold's existing $1 billion
multi-currency  revolving credit facility.  This facility expires in 2002; it is
the intent of the Company to replace this facility with bilateral agreements and
market instruments.

Proceeds  of the  bonds  issued  by Ahold  Finance  USA  Inc.,  a  wholly  owned
subsidiary of Royal Ahold, were in part, used to pay down the outstanding amount
under the $1 billion  multi-currency  revolving credit facility. As of year-end,
neither revolver had outstanding balances.

Ahold USA Inc., a wholly owned  subsidiary of Royal Ahold, has access to USD 200
million from three  different  banks for overnight  borrowings.  As of year end,
there were zero borrowings under these facilities.

On July 7, 2000, ICA Finance AB, a wholly owned  subsidiary of ICA, entered into
a five year SEK 5,000 million  multi-currency  revolving credit  agreement.  The
current spread on this facility is 37.5 basis points.

Miscellaneous loans (at fixed rates unless otherwise indicated)

EUR 136 million bonds, 5.875%. This Eurobond was issued by Albert Heijn B.V. and
is guaranteed by Royal Ahold. Matures December 19, 2007.

                                       93

<PAGE>

                              Koninklijke Ahold NV
                  Notes to the Consolidated Financial Statements
                  For Fiscal 2001, Fiscal 2000 and Fiscal 1999


EUR 227 million  bonds,  6.25%.  This Eurobond was issued by Croesus Inc. and is
guaranteed by Royal Ahold. Matures November 28, 2006. Croesus has entered into a
related swap  transaction  under which it is obligated to pay $296 million at an
interest  rate of  7.152%  per  annum  in  exchange  for  Euro  payments  by the
counterparty sufficient to pay the bonds when due.

EUR 45 million  loan,  7.70%.  This loan was incurred by Ahold  Vastgoed and has
principal  repayment due in five equal  installments  of EUR 9 million  starting
June 2000 through June 2004.

EUR 32 million loan, 7.20%. This loan was incurred by Ahold Vastgoed and matures
in March 2003.

EUR 1,500 million notes,  5.875%. These notes were issued by Royal Ahold in 2001
and matures on May 9, 2008.

EUR 600 million  notes,  5.875%.  These notes were issued by Ahold  Finance USA,
Inc. and are  guaranteed by Royal Ahold.  Matures March 14, 2012.  Ahold Finance
USA has entered into a related swap  transaction  under which it is obligated to
pay $534  million at an interest  rate of 6.835% per annum in exchange  for Euro
payments by the counterparty sufficient to pay the notes when due.

GBP 500 million notes,  6.50%. These notes were issued by Ahold Finance USA Inc.
and are guaranteed by Royal Ahold.  Matures on March 14, 2017. Ahold Finance USA
has entered into a related swap  transaction  under which it is obligated to pay
$711  million at an interest  rate of 7.493% per annum in  exchange  for British
pound  sterling  payments by the  counterparty  sufficient to pay the notes when
due.

$500 million bonds, 6.25%. This bond was issued by Ahold Finance USA Inc. and is
guaranteed by Royal Ahold. Matures May 1, 2009.

$500 million bonds,  6.875%.  This bond was issued by Ahold Finance USA Inc. and
is guaranteed by Royal Ahold. Matures May 1, 2029.

$250  million  loan,  9.75%.  This loan was  incurred by Stop & Shop in February
1992.  Matures  February  1,  2002.  This  loan is  subordinated  to all  senior
indebtedness of Stop & Shop.

$150 million loan,  LIBOR plus 10 bps. This loan was incurred by Royal Ahold. To
obtain this loan,  Royal Ahold has pledged  legal  ownership  of USD 150 million
Disco bonds, held by Ahold Belgie N.V. Matures on May 15, 2003.

$39  million  loan,  6.11%.  This  loan was  incurred  by  Croesus  Inc.  and is
guaranteed by Royal Ahold. Matures June 30, 2003.

$50  million  loan,  6.23%.  This  loan was  incurred  by  Croesus  Inc.  and is
guaranteed by Royal Ahold. Matures June 30, 2006.

$39  million  loan,  LIBOR plus 70 bps.  This loan was  incurred  by Tops and is
guaranteed by Royal Ahold. Matures March 15, 2002.

$250 million bond, 9.875%. This bond was issued by Disco.  Matures May 15, 2008.
Of the total  principal  amount of this  bond,  $163.9  million is held by Ahold
Belgie N.V.

$100 million bond, 9.125%. This bond was issued by Disco.  Matures May 15, 2003.
Of the total  principal  amount of this  bond,  $79.3  million  is held by Ahold
Belgie N.V.

EUR 1,500 million bond,  6.375%.  This bond was issued by Ahold Finance USA Inc.
and is  guaranteed by Royal Ahold.  Matures June 8, 2005.  Ahold Finance USA has
entered  into a related  swap  transaction  under which it is  obligated  to pay
$1,415  million at an  interest  rate of 8.547% per annum in  exchange  for Euro
payments by the counterparty sufficient to pay the bonds when due.

EUR 200 million  bond,  6.375%.  This bond was issued by Royal Ahold and matures
November 30, 2007.

                                       94

<PAGE>
                              Koninklijke Ahold NV
                  Notes to the Consolidated Financial Statements
                  For Fiscal 2001, Fiscal 2000 and Fiscal 1999


EUR 66 million  floating  rate note EURIBOR  plus 0.8%.  This note was issued by
Royal Ahold and matures October 26, 2007.

$700 million bond,  8.25%. This bond was issued by Ahold Finance USA Inc. and is
guaranteed by Royal Ahold. Matures July 15, 2010.

EUR 55 million loan,  5.625%.  This loan was incurred by Royal Ahold in 2001 and
matures on December 17, 2008.

CZK 3,000 million floating rate note of PRIBOR plus 0.28%.  This note was issued
by Royal Ahold and matures September 14, 2005.

JPY  33,000  million  floating  rate bond of LIBOR  plus 150 bps.  This bond was
issued by Royal Ahold and matures May 15,  2031.  This bond has been swapped for
Euro liability of EUR 299 million with an interest rate of 7.065%.

NOTE 16 CAPITALIZED LEASE COMMITMENTS

Capital  leases are  principally  for buildings and are generally  held by Royal
Ahold's US subsidiaries. Terms typically range from ten to twenty-five years and
contain renewal  options.  Components of assets held under capital leases are as
follows, in thousands of Euros:


                                     December 30,     December 31,
                                         2001             2000
                                     ----------        ----------
     Land and buildings               1,970,865        1,643,307
     Machinery and equipment             75,482           98,286
                                      ---------        ----------
                                      2,046,347        1,741,593
     Accumulated amortization          (713,405)        (516,006)
                                      ---------        ----------
                                      1,332,942        1,225,587
                                      =========        ==========

At the time of entering  into capital  lease  agreements,  the  commitments  are
recorded at present  value using the  interest  rate  applicable  for  long-term
borrowings.  As of December 30, 2001, existing lease commitments are recorded at
present  value  equivalent  to an average  rate of 9.45%  (8.97% at December 31,
2000).

As of December 30, 2001,  the aggregate  amounts of minimum lease payments under
capitalized  lease  contracts  payable in each of the next five fiscal years and
thereafter are as follows, in thousands of Euros:

     2002                                                    242,902
     2003                                                    235,831
     2004                                                    227,817
     2005                                                    220,632
     2006                                                    215,750
     Thereafter                                            2,048,741
                                                           ----------
     Total future minimum lease payments                   3,191,673
     Estimated executory costs                                (3,049)
     Amounts representing interest                        (1,591,863)
                                                          -----------
     Present value of net minimum capital lease payments   1,596,761
                              Current portion                (84,525)
                                                         -----------
     Long-term portion of capitalized lease commitments    1,512,236
                                                          ==========

Total  future  minimum  lease  payments  above have not been  reduced by minimum
sublease  rentals of EUR 8.6 million as of  December  30, 2001 due in the future
under related non-cancelable subleases.  Interest paid on capital leases was EUR
158.5 million for fiscal 2001 and EUR 140.4 million for fiscal 2000.

                                       95

<PAGE>

                              Koninklijke Ahold NV
                  Notes to the Consolidated Financial Statements
                  For Fiscal 2001, Fiscal 2000 and Fiscal 1999

NOTE 17 OTHER PROVISIONS

The movements in provisions in fiscal 2001 were:

<TABLE>
<CAPTION>

Other provisions                            Beginning                                               Exchange           End of
                                            of fiscal                                                rate              fiscal
                                              year      Acquisitions   Additions   Deductions     differences          year
                                            ---------   ------------   ---------   ----------     -----------          --------
<S>                                          <C>            <C>            <C>          <C>           <C>               <C>

Pension provisions                            334,578       22,618       57,241     (69,804)           6,813           351,446
Loss reserves                                 320,675       85,730      193,904    (178,198)          25,573           447,684
Closed and divested facilities                261,619      183,245      130,372    (140,515)           7,932           442,653
Severance and other personnel costs           109,036       27,997       40,100     (75,235)           2,025           103,923
Euro conversion costs                          14,108           --           --     (14,108)              --                --
Equalization provisions                        83,769        3,173       13,493     (44,487)           3,083            59,031
Other                                         273,097       86,333       17,423    (215,949)          10,929           171,833
                                              -------       ------       ------    ---------          ------          --------
                                             1,396,882      409,096      452,533    (738,296)         56,355         1,576,570
                                             =========      =======      =======    =========        =======         =========

</TABLE>

Pension  provisions  relate to various defined benefit plans, both in the US and
The  Netherlands,  including  supplemental  plans  for early  retirement  in The
Netherlands.

The provision for loss reserves reflects  estimated  commitments with respect to
disability  and general  liability  claims that have not been insured with third
parties. This provision mostly refers to the US operating companies. Royal Ahold
determines  its  liabilities  for  self-insured  claims based on an  independent
actuarial analysis.

The provision for closed and divested facilities represents the estimated future
costs  (principally  for rent  obligations)  for  facilities,  primarily  retail
stores,  that have been closed or  announced to be closed.  Severance  and other
personnel costs include  severance  benefits for employees whose employment will
be terminated.  For more  information  on these items,  please see Note 4 of the
consolidated financial statements

Euro  conversion   costs  represent  the  costs  of  systems  upgrades  for  the
introduction of the Euro. These cost have been fully utilized as of December 30,
2001.

Equalization  provisions primarily includes straight line rent, which represents
the excess of rent expensed (on a straight  line basis) for financial  reporting
purposes over amounts paid for leases with scheduled increases.

As of December 30, 2001, other provisions include Guarantee  obligations (EUR 16
million),  environmental risk (EUR 3 million),  contractual  obligations (EUR 34
million),  franchise  risk (EUR 5 million)  and  miscellaneous  legal claims and
disputes (EUR 114 million).  In fiscal 2001, a  contractual  obligation  between
U.S.   Foodservice   and  Signature   Foods  was  settled  and  a  provision  of
approximately EUR 139 million was released pertaining to this obligation.

As of December 30, 2001,  approximately  EUR 218 million of the  obligations are
expected to mature within one year.



NOTE 18 SHAREHOLDERS EQUITY

On September 6, 2001,  Ahold issued 80.5 million common shares for EUR 31.90 per
share.

The authorized share capital is comprised of the following classes of shares:

Cumulative preferred shares (800,000 at EUR 500 each)                    400,000
Cumulative preferred financing shares (400,000,000 at EUR 0.25 each)     100,000
Common shares (1,200,000,000 at EUR 0.25 each)                           300,000
                                                                         -------
                                                                         800,000
                                                                         =======

                                       96

<PAGE>

                              Koninklijke Ahold NV
                  Notes to the Consolidated Financial Statements
                  For Fiscal 2001, Fiscal 2000 and Fiscal 1999


Cumulative Preferred Shares

In March 1989,  Royal Ahold and Stichting Ahold  Continuiteit  ("SAC" or, "Ahold
Continuity  Foundation")  entered  into an agreement  (the "Option  Agreement"),
which was amended and  restated in April 1994 and March 1997,  pursuant to which
SAC was granted an option to acquire from Royal  Ahold,  valid until March 2004,
cumulative  preferred  shares up to a total par value that is equal to the total
par value of all issued and  outstanding  shares of capital stock at the time of
exercising  the  option.  Royal  Ahold  had the  right  pursuant  to the  Option
Agreement to place cumulative  preferred shares with SAC up to a total par value
that is equal to the total nominal value of all issued and outstanding shares of
capital  stock of Royal  Ahold at the time of placing the  cumulative  preferred
shares.  The holders of the  cumulative  preferred  shares are entitled to 2,000
votes per share and a cumulative dividend on the outstanding and paid up shares,
based on AEBOR  with a  minimum  of  5.75%per  fiscal  year.  Each  transfer  of
cumulative  preferred  shares  requires the approval of the Corporate  Executive
Board.

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

Royal Ahold may  stipulate  that only 25% of the nominal value will be paid upon
subscription  for cumulative  preferred  shares until payment in full of the par
value is later called by Royal Ahold. No cumulative preferred shares were issued
and outstanding during the three year period ended December 30, 2001.

Cumulative Preferred Financing Shares

In accordance  with Article 45.1 of the Articles of  Association,  the Corporate
Executive Board of Royal 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 Royal Ahold,
up to a total nominal amount equal to 25% of all the  outstanding  shares of the
capital stock of Royal Ahold, excluding cumulative preferred shares.  Cumulative
Preferred Financing Shares must be fully paid up upon issuance.

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 traded on the Euronext Exchanges of Amsterdam, Paris and
Brussels.  Ahold has a secondary  listing on the Swiss Stock Exchange in Zurich.
Additionally,  Ahold  shares are listed on the New York  Stock  Exchange  in the
United States 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.

The  holders  of  common  shares  are  entitled  to one  vote per  share  and to
participate in the distribution of dividends and liquidation proceeds.

Shareholders  have the option to elect  either a cash or a share  dividend.  The
size and composition of the final 2001 share dividend option,  will be announced
on May 7, 2002, after the close of trading on the Euronext Amsterdam.

<TABLE>
<CAPTION>
Dividends on common shares paid or proposed are as follows
Fiscal Year                               Cash Dividend Option              Stock Dividend Option
<S>              <C>                       <C>                              <C>
1999             Interim                   EUR 0.14                         1 share per 100 shares owned
                 Final                     EUR 0.35                         2 shares per 100 shares owned

2000             Interim                   EUR 0.18                         1 share per 100 shares owned
                 Final                     EUR 0.45                         2 shares per 100 shares owned

2001             Interim                   EUR 0.22                         1 share per 100 shares owned
                 Proposed final            EUR 0.51                         2 shares per 100 shares owned
</TABLE>

                                       97

<PAGE>

                              Koninklijke Ahold NV
                  Notes to the Consolidated Financial Statements
                  For Fiscal 2001, Fiscal 2000 and Fiscal 1999

NOTE 19 STOCK OPTION PLANS

Royal Ahold has established stock option plans in The Netherlands and the United
States, along with less significant plans elsewhere in Europe and Latin America.
Pursuant  to these  plans,  a number of  options to  acquire  common  shares are
granted to  executives  and other key salaried  employees of Royal Ahold who are
employed at certain specified job levels and who are designated by the Corporate
Executive Board as eligible to be granted  options,  and such other employees as
are  designated by the Corporate  Executive  Board.  The exercise  price of such
options is equal to the closing price of the common shares on Euronext Amsterdam
on the day prior to the day the options are granted.

In The Netherlands,  options granted are exercisable for a period of five or ten
years after the grant date.  Options  granted  prior to the  beginning of fiscal
year 1997 vested  immediately.  Options granted in 1998 have a vesting period of
two years.  During 1999, The  Netherlands  plan was amended and restated and the
vesting period was changed to a period of three years.  In 2000, the option plan
in The Netherlands was amended to grant options also exercisable for a period of
ten years after the grant date, with a vesting period of five years.

In the United States,  Royal Ahold  established  stock option plans in 1986 (the
"1986 US Plan") and in 1990 (the "1990 US Plan"),  which were both  amended  and
restated on December 31, 2001.  Under the 1990 US Plan, as amended,  options are
granted for a five year or a ten year period.  Ten year options are  exercisable
after a vesting  period of five years,  after which the options may be exercised
in  full,  or in  part,  during  a  five-year  period.  Five  year  options  are
exercisable  after a waiting period of three years,  after which the options may
be exercised in full, or in part, during a two year period. Under the 1986 Plan,
as amended,  options granted  thereunder are exercisable  after a vesting period
determined by the Corporate  Executive  Board and specified in each option award
agreement,  after which the options may be exercised in full, or in part, during
the remainder of the five year period from the date of grant.

Currently  options  have been  granted to  approximately  6,700  employees.  The
exercise of option rights is regulated to comply with Royal Ahold's  regulations
designed to prevent  insider  trading.  Effective  December  1997, the number of
options  granted  is  dependent  on the  growth  in  earnings  per  share.  Upon
termination of employment,  vested options may be exercised within four weeks of
the  termination  date,  after  which  time,  the  options  will  be  forfeited.
Non-vested US options will be forfeited  upon  termination  of  employment.  New
shares will be issued upon the exercise of options,  subject to a yearly maximum
of 1% of the issued shares.


A summary of the activity under Royal Ahold's stock option plans is as follows:
<TABLE>
<CAPTION>

                              Beginning              Avg.                 Average   Avg.                            Average
                              of fiscal              Exercise             Exercise  share                  End of    Exercise
                                   2001    Granted     Price  Exercised     Price   price     Canceled     fiscal 2001    Price

<S>                     <C>      <C>        <C>         <C>      <C>         <C>     <C>                    <C>        <C>
C.H. van der Hoeven     5 yr     511,337    104,492     32.37    100,890     15.18   32.24          --      514,939    29.71
                       10 yr     514,879      5,445     30.26       --          --      --          --      520,324    30.26
J.G. Andreae            5 yr     334,154     77,119     32.44     45,125     15.20   32.42          --      366,148    29.21
                       10 yr      25,000          -         -         --       --       --          --       25,000    34.36
A.M. Meurs              5 yr     360,690     52,372     32.26     44,306     16.08   32.75          --      368,756    28.05
                       10 yr      25,000     25,000     32.68       --         --       --          --       50,000    33.52
A.S. Noddle             5 yr     238,751     51,307     32.46      45,050     15.23  33.60          --      245,008    30.06
                       10 yr     217,868     26,774     31.41      20,301      5.17  31.26          --      224,341    20.49
R.G. Tobin              5 yr     242,423      1,494     23.00      45,199    15.18   32.54          --      198,718    29.24
                       10 yr     121,212        746     23.01        --        --       --          --      121,958    26.64
J.L. Miller             5 yr      60,000     50,000     32.68        --        --       --          --      110,000    32.19
                       10 yr      30,000     25,000     32.68        --        --       --          --       55,000    32.19
W.J. Grize              5 yr     195,730     51,110     32.48    27,119     15.18    32.52          --      219,721    30.18
                       10 yr      97,865     25,556     32.48        --        --       --          --      123,421    28.53
M.P.M. de Raad          5 yr      50,000     75,000     32.68        --        --       --          --      125,000    33.35
                       10 yr      25,000        --         --        --        --       --          --       25,000    34.36
                                  ------      ----                 ----                                     ------
Total board members            3,049,909    571,415     32.39    327,990     14.69   32.52          --    3,293,334    29.19
Other associates        5 yr  17,437,859  6,294,128     32.59  2,519,978     19.58   33.71    195,084    21,016,925    30.95
                       10 yr   5,717,180  2,245,916     32.50    311,671      7.42   34.17    300,282     7,351,143    27.79
                              ----------  ---------            ---------            ------    -------   ----------
Total number of
options                       26,204,948  9,111,459     32.55  3,159,639     17.87   33.63    495,366   31,661,402    30.03
                              ==========  =========            =========                      =======   ==========
</TABLE>

                                       98

<PAGE>

                              Koninklijke Ahold NV
                  Notes to the Consolidated Financial Statements
                  For Fiscal 2001, Fiscal 2000 and Fiscal 1999

<TABLE>
<CAPTION>
                                                                 Fiscal Year
                                              2001                        2000                         1999
                                  ---------------------------   -------------------------  ------------------------
                                                   Average                      Average                   Average
                                                   Exercise                    Exercise                  Exercise
                                                   Price                        Price                     Price
                                                   per Option                  per Option                per Option
                                 Options                  EUR   Options           EUR        Options        EUR
                                 ---------         -----------  ---------      -----------   ---------   -----------
<S>                              <C>                  <C>      <C>                <C>      <C>              <C>
Outstanding at
beginning of year                26,204,948           27.81    21,464,560         23.36    17,778,263       20.50
Granted                           9,111,459           32.55     8,662,015         33.78     5,744,762       29.01
Exercised                        (3,159,639)          17.87    (3,097,069)        13.48    (1,912,293)      10.90
Cancelled                          (495,366)          31.90      (824,558)        23.32      (146,172)      17.41
                                 -----------                   -----------                 -----------

Outstanding at end of year        31,661,402          30.03    26,204,948         27.81    21,464,560       23.36
                                 ===========                   ==========                 ============
</TABLE>



The following table summarizes information about stock options outstanding as of
December 30, 2001:
<TABLE>
<CAPTION>

                                         Options Outstanding                              Options Exercisable
              Range of                                                 Weighted                                Weighted
              Exercise                         Weighted Average         Average                                 Average
                Prices    Number Outstanding          Remaining  Exercise Price    Number Exercisable    Exercise Price
                   EUR   as of December 30,    Contractual Life             EUR   as of December 30,                EUR
                   ---   -------------------   ----------------             ---   -------------------               ---
                                        2001                                                     2001
                                        ----                                                     ----
           <S>                    <C>                      <C>           <C>                <C>                   <C>
             5.96-9.09               882,755                4.0            7.73               882,755              7.73
           15.18-23.06             3,927,286                2.3           21.08             3,338,801             20.89
           25.38-29.39             5,135,783                3.2           29.17                73,707             25.90
           30.26-42.96            21,715,578                5.8           32.68                    --                --
                                  ----------                                                ---------
                                  31,661,402                                                4,295,263
                                  ==========                                                =========
</TABLE>

Royal  Ahold  accounts  for the stock  option  plans  under  Dutch GAAP which is
comparable to Accounting  Principles Board Opinion No. 25 ("APB 25") and related
interpretations for non-compensatory  plans.  Accordingly,  no compensation cost
has been recognized for stock options.  The weighted average fair value of stock
options  granted  during fiscal 2001,  2000 and 1999 was EUR 8.94, EUR 10.55 and
EUR  13.38,  respectively.  The fair value of the stock  option  grants has been
estimated on the date of grant using the Black-Scholes option pricing model with
the following assumptions:

                                             fiscal      fiscal      fiscal
                                               2001        2000        1999
                                               -----       -----       ----
Expected life (years):
     1986 Plan                                   4.0         4.0         4.0
     1990 Plan                                   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%

Had compensation cost for the stock option plans been determined consistent with
Statement of Financial  Accounting Standards No. 123, Accounting for Stock-Based
Compensation,  ("SFAS  123"),  under  Dutch  GAAP,  Royal  Ahold's pro forma net
earnings and earnings per common share would have been as follows:

                                           fiscal 2001 fiscal 2000 fiscal 1999
                                           ----------- ----------- -----------
Net earnings after dividends on cumulative
preferred financing shares:
     As reported                             1,075,344   1,098,547   739,940
     Pro forma                               1,038,660   1,068,225   714,383
Earnings per common share:
     As reported                                  1.25        1.49      1.13
     Pro forma                                    1.21        1.45      1.09
Diluted earnings per common share:
     As reported                                  1.23        1.43      1.10
     Pro forma                                    1.19        1.39      1.06

                                       99

<PAGE>

                              Koninklijke Ahold NV
                  Notes to the Consolidated Financial Statements
                  For Fiscal 2001, Fiscal 2000 and Fiscal 1999

This pro  forma  impact  only  takes  into  account  options  granted  since the
beginning of fiscal 1995 and is likely to increase in future years as additional
options are granted and amortized ratably over the vesting period.

NOTE 20 COMMITMENTS AND CONTINGENCIES

Operating leases of Royal Ahold's US subsidiaries generally are for terms of ten
to 25 years,  contain  renewal  options  and in some  cases  require  additional
operating  lease payments based on sales volume.  The rental  contracts of Royal
Ahold's Dutch retailing  subsidiaries  generally provide for non-cancelable five
to ten year rental  periods  with  renewal  options,  and rents reset every year
based on predetermined indices.

The actual costs of rentals and operational leases were as follows:
                                      Fiscal 2001  fiscal 2000   fiscal 1999

Minimum rentals                         1,206,258     848,522       605,073
Contingent rentals                        58,848      109,965        13,626
Lease and sublease income                (176,678)   (146,156)     (117,539)
                                        ----------   ---------     ---------
                                        1,088,428     812,331       501,160
                                        ==========   =========     =========

As of December 31, 2000,  the aggregate  amounts of minimum lease payments under
existing operational lease contracts are as follows:
     2002                                          1,281,136
     2003                                          1,239,326
     2004                                          1,117,631
     2005                                          1,025,239
     2006                                            972,055
     Thereafter                                    7,893,341
                                                  ----------
                                                  13,528,728
                                                  ==========
Minimum lease  payments above have not been reduced by minimum lease or sublease
rental  income  of  EUR  848  million  due in the  future  under  non-cancelable
subleases.

The two following sets of  transactions in fiscal 2001 resulted in new operating
lease  obligations  for Ahold  after the sale of the  underlying  properties  to
third-party controlled special purpose entities.

In December  2001, the Company,  through its various US operating  subsidiaries,
entered  into  transactions  involving  the sale and  leaseback  of ten separate
properties  in the United  States.  For each  property  sold and leased back, an
unaffiliated   third-party  established  a  special-purpose  entity  to  act  as
buyer-lessor.  The total sale price of these ten  properties  was  approximately
$130 million (EUR 147 million),  generating a potential gain after closing costs
of  approximately  $42  million  (EUR 48  million).  The Company  received  cash
proceeds  equal to 100% of the sale  price  upon  consummation  of each of these
transactions.  The sale of two of these properties,  with a total sales price of
$25 million (EUR 28 million), was accounted for as a financing arrangement under
US GAAP since they do not meet the requirements for  sale-leaseback  accounting.
Therefore,  the gain of approximately  $42 million (EUR 48 million)  relating to
all ten  properties  was  recognized  under Dutch GAAP as a  component  of other
income  in  earnings  and,  under US  GAAP,  the  gain on the  eight  properties
considered  sold of $35 million  (EUR 40  million),  was  deferred  and is being
amortized over the respective lease terms. For more information, please see Note
27 of the consolidated financial statements.

The  lease  back  of each of  these  ten  properties  met the  requirements  for
classification  as operating  leases  under Dutch GAAP and the eight  properties
meet the  requirements for  classification  as operating leases under both Dutch
GAAP and US GAAP.  The initial  noncancelable  terms of these  operating  leases
range from 20 to 25 years and include renewal options for a specified  period of
time.  For fiscal  2001,  under Dutch GAAP,  the cash  outflows and rent expense
relating to the ten lease  payments made under these  operating  leases  totaled
$300 thousand (EUR 339 thousand).  For fiscal 2001, under US GAAP, cash outflows
and rent expense  relating to the eight  operating  leases totaled $250 thousand
(EUR 283  thousand)  (see Note 27).  As of the end of fiscal  2001,  under Dutch
GAAP,  the aggregate  amount of minimum lease  payments  under the ten operating
leases totaled $264 million (EUR  299 million) and under US GAAP, lease payments
made for the eight operating leases was $204 million (EUR 234 million).

                                      100

<PAGE>


                              Koninklijke Ahold NV
                  Notes to the Consolidated Financial Statements
                  For Fiscal 2001, Fiscal 2000 and Fiscal 1999

In February  2001, the Company,  through its various US operating  subsidiaries,
entered into leveraged lease  transactions  involving the sale of interest in 46
separate   properties  in  the  United  States.  The  properties  were  sold  to
special-purpose  entities  established by  unaffiliated  third parties to act as
buyer-lessors.  In  conjunction  with the sale of these  properties,  Ahold  USA
established   Ahold  Lease  USA  Inc.,  Royal  Ahold's   indirect   wholly-owned
subsidiary,  to lease these  properties  from the  special-purpose  entities and
sublease these properties to the respective US operating subsidiaries. The total
sales price of these 46  properties  was  approximately  $638  million  (EUR 722
million), which after taking losses of $23 million (EUR 26 million), generated a
gain of $72 million (EUR 81 million).  The Company  received cash proceeds equal
to 100% of the sales  price  upon  consummation  of each of these  transactions.
Under Dutch GAAP, the net gain relating to these  properties was deferred and is
being  amortized over the respective  lease terms.  Under US GAAP, the net gains
are similarly being deferred while the losses were  recognized  immediately as a
component of "Other  Income".  For more  information,  please see Note 27 of the
consolidated financial statements.

In connection  with each property sold in February 2001, the relevant  purchaser
issued  notes to two pass  through  trusts  which in turn  issued  pass  through
certificates in an offering exempt from registration under the US Securities Act
of 1933 pursuant to Rule 144A  thereunder.  The pass through  certificates  were
issued in two series:  $313.7 million fully accreted  principal  amount of 7.82%
pass through  certificates with a final distribution date of January 2, 2020 and
$250.7   million  fully  accreted   principal   amount  of  8.62%  pass  through
certificates  with a final  distribution  date of January 2, 2025.  The  amounts
payable  under  each  lease  will be  sufficient  to pay when due all  scheduled
payments of principal  of, and interest on, the secured  notes  relating to such
lease,  and the proceeds of all such notes will be distributed to the holders of
the pass  through  certificates.  The secured  notes are secured by the property
interest  subject to that lease,  as well as the lessors  interest in the leases
with  respect to the  properties.  The  Company has  guaranteed  the payment and
performance  obligations of Ahold Lease USA, Inc. under each of the leases,  and
such  guarantees  have also been pledged for the benefit of the  noteholders and
the pass  through  trustee.  However,  neither  the  secured  notes nor the pass
through  certificates,  are direct obligations of, or guaranteed by, Royal Ahold
or Ahold Lease.

The  leases  for of each of  these  46  properties  meet  the  requirements  for
classification  as  operating  leases  under both  Dutch  GAAP and US GAAP.  The
initial noncancelable terms of these operating leases ranges from 20 to 25 years
and include  renewal  options for a specified  period of time.  For fiscal 2001,
cash outflows and rent expense  relating to these operating  leases totaled $7.0
million (EUR 7.9 million) and $50 million (EUR 57 million),  respectively. As of
December 30, 2001,  the aggregate  amount of minimum lease  payments under these
operating  leases was $1.4  billion (EUR 1.6  billion).

The sole purpose of the  special-purpose  entities is to facilitate the purchase
of the various properties and act as lessor to various third-party  lessees. The
acquired  properties  consist  of retail  food  stores,  office  facilities  and
distribution facilities. The Company does not have an equity ownership in any of
the  special-purpose  entities and does not provide  funding for any  obligation
beyond   Ahold  Lease  USA's   lease   commitments.   The  only  assets  of  the
special-purpose entities are the acquired properties,  which serve as collateral
for the entities financing  obligations of such entities.  At the end of each of
the lease  terms,  the  Company is  required  to either  vacate the  property or
exercise the renewal option.

During 2001,  the Company,  through its various  operating  subsidiaries  in The
Netherlands,  Norway, Czech Republic and Poland, entered into lease transactions
involving the sale and  leaseback of real estate  properties.  The  unaffiliated
third parties did not establish a special-purpose entity to act as buyer-lessor.
The total sales price of these  properties  was  approximately  EUR 154 million,
generating a gain of EUR 73 million. The Company received cash proceeds equal to
100% of the sales price upon consummation of each of these  transactions.  Under
Dutch GAAP,  the gain relating to these  properties  was recognized in earnings,
and  under  US  GAAP,  the gain was  deferred  and is being  amortized  over the
respective  lease terms.  The  leaseback of each of these  properties  meets the
requirements for  classification as an operating lease under both Dutch GAAP and
US GAAP.

As of December 30, 2001,  Royal Ahold also had  purchase  commitments  for fixed
assets outstanding of approximately EUR 428 million.

Guarantees to third  parties have been given  totaling EUR 45.9 million and 68.8
million  as of the end of fiscal  2001 and  fiscal  2000,  respectively,  mainly
relating to guarantees given to franchise stores.

                                      101

<PAGE>


                              Koninklijke Ahold NV
                  Notes to the Consolidated Financial Statements
                  For Fiscal 2001, Fiscal 2000 and Fiscal 1999

Contingent liabilities

Ahold is contingently  liable with respect to outstanding  indebtedness  owed by
Velox Retail Holdings  ("VRH") to certain banks. VRH currently owns 2,168 shares
(44.1%) in Disco Ahold International Holdings ("DAIH"). VRH is part of the Velox
group  which also holds  interest  in various  banks in  Argentina,  Uruguay and
Paraguay.  Ahold has guaranteed a total of $100 million  principal amount of VRH
bank indebtedness,  which is secured by a pledge of 500 shares of DAIH currently
owned by VRH.  In  addition,  Ahold  could be  required  to purchase up to 1,314
shares of DAIH that are pledged by VRH to secure bank indebtedness for a maximum
purchase  price of  $341.6  million.  Ahold  could  also be  required  to pay an
additional  $25  million in respect to bank  indebtedness  owed by VRH for which
Ahold would receive newly issued shares of DAIH.

The contingent liabilities mentioned above would only materialize in such a case
that  VRH  defaults  under  the  above  referenced  bank  indebtedness.  VRH has
confirmed  to Ahold that at the date of the annual  accounts no such default had
occurred and that it intends to be a long-term  partner of DAIH.  Ahold believes
the purchase  price for existing and new DAIH shares as described  above exceeds
the  current  fair  market  value.  The  extent to which  this  would lead to an
impairment  of goodwill in the future can not be  reasonably  estimated  at this
time.  Such  impairment  of  goodwill  would lead to a charge to earnings in the
quarter in which it is probable that any payments, if required, would be made.

On March 13, 2002,  Ahold  agreed that VRH could pledge  another 302 DAIH shares
owned by it to secure additional bank indebtedness,  which shares Ahold could be
required to purchase for a total  purchase price of $24.6 million upon a default
by VRH under such bank indebtedness.

In May 2001, Royal Ahold obtained a $150 million  bilateral loan that carries an
interest rate of Libor + 10bps and matures May 2003. To receive this loan, Ahold
pledged the legal ownership of $150 million of Disco Bonds held by Ahold Belgie.

Ahold also  entered into a financing  agreement  with  "Stichting  Pensioenfonds
Ahold" in The Netherlands and in principle agreed to fund any financing deficit.

NOTE 21 INCOME TAXES

The  reconciliation  of income taxes between the Dutch corporate income tax rate
and  Royal  Ahold's  effective  income  tax rate as  shown  in the  consolidated
statements of earnings is as follows:
<TABLE>
<CAPTION>
                                                                             Fiscal
                                                                       2001      2000     1999
                                                                       ----      ----     ----
           <S>                                                         <C>      <C>      <C>
           Dutch corporate income tax rate                             35.00%   35.00%   35.00%


           Items affecting the corporate income tax rate
             Different statutory income tax rate of foreign
             Subsidiaries

                  United States                                         0.54%   (0.47%)   1.06%
                  Europe                                               (4.86%)  (2.55%)  (1.87%)
                  Latin America                                        (0.04%)   0.05%    0.03%
                  Asia Pacific                                          0.02%    0.00%    0.00%
                  Corporate cost and financing                         (9.54%)  (8.72%) (10.89%)
             Non-taxable items
                  Goodwill amortization                                 1.78%    0.00%    0.00%
                  Increase (reduction) in valuation allowances          4.45%    1.68%    3.66%
           Effective tax rate                                          27.35%   24.99%   26.99%
                                                                       ======   =====    =====


           The components of the provisions for income taxes are as follows:
                                                                                Fiscal
                                                                     2001       2000       1999
                                                                     ----       ----       ----
           Current:
                Domestic                                             138,699     97,001    105,559
                Foreign                                              248,456    195,739    118,742
                                                                     --------   --------   -------
           Total Current taxes                                       387,155    292,740    224,301

           Deferred:
                Domestic                                              56,547     24,450     14,884
                Foreign                                               13,662     83,820     43,816
                                                                     -------    -------     ------
           Total Deferred Taxes                                       70,209    108,270     58,700
         Total income Taxes                                          457,364    401,010    283,001

</TABLE>

                                      102

<PAGE>


                              Koninklijke Ahold NV
                  Notes to the Consolidated Financial Statements
                  For Fiscal 2001, Fiscal 2000 and Fiscal 1999


Deferred income taxes reflect 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.

Deferred tax assets and liabilities as of December 30, 2001 and December 31,
2000 are as follows:
<TABLE>
<CAPTION>
                                                                  December 30,  December 31,
                                                                         2001          2000
<S>                                                                  <C>           <C>
Deferred Tax Assets:

    Capitalized lease commitments                                    106,434       112,476
    Benefit plans                                                    139,834        95,592
    Closed locations                                                  31,788        37,927
    Provisions not yet deductible                                     56,415       102,386
     Operating loss carryforwards                                    413,195       186,794
   Alternative minimum tax carryforwards                              19,961        39,322
   General business tax credit carryforwards                           2,263         2,142
                                                                     --------      -------
                Gross deferred tax assets                            769,890       576,639

          Valuation allowances on carry forwards                    (260,985)      (73,560)
          Valuation allowances on other deferred tax assets           (3,496)      (13,213)
                                                                     --------      --------
                Total deferred tax assets                            505,409       489,866
                                                                     --------      -------

Deferred Tax Liabilities:

     Fixed assets                                                   (246,874)     (324,374)
     Inventories                                                     (15,623)      (45,883)
     Other, net                                                     (167,444)      (91,137)
                                                                    ---------      --------
          Total deferred tax liabilities                            (429,941)     (461,394)
                                                                    =========     =========

Net deferred tax assets:                                              75,468        28,472
                                                                      =======       ======

</TABLE>

Deferred  income taxes are classified in the  accompanying  balance sheets as of
December 30, 2001 and December  31, 2000 as follows:

                                                       December 30, December 31,
                                                              2001         2000

Non-current deferred tax assets                         513,450         391,421
Non-current  deferred tax liabilities                  (437,982)       (362,949)
                                                         75,468          28,472

As of  December  30,  2001,  Royal Ahold had  operating  loss  carryforwards  of
approximately  EUR 413  million  expiring  between  2002 and 2022.  This  amount
includes a  carryforward  in the amount of EUR 139 million  for the  devaluation
loss in  Argentina,  for which a full  valuation  allowance has been made. As of
December   30,  2001,   The  Company  also  had  general   business  tax  credit
carryforwards  totaling  approximately  EUR 2 million  expiring between 2002 and
2016, and alternative  minimum tax  carryforwards of EUR 20 million which can be
carried forward indefinitely.  Such operating loss carryforwards and tax credits
may not be used to offset income taxes in other  jurisdictions.  Royal Ahold has
established  a  valuation  allowance  to reduce the tax  benefit of certain  net
operating  losses and certain general  business tax credits to an amount that is
more likely than not realizable.

NOTE 22    EMPLOYEE BENEFIT PLANS

Pension plans

Royal Ahold has a number of defined benefit pension plans covering substantially
all of its  employees.  Such  plans have been  established  in  accordance  with
applicable  legal  requirements,  customs  and  existing  circumstances  in each
country.  Benefits are generally based upon  compensation  and years of service.
Pension  plan  assets  are  generally   invested  in  shares,   fixed-rate  debt
securities, loans and real estate.

                                      103

<PAGE>

                              Koninklijke Ahold NV
                  Notes to the Consolidated Financial Statements
                  For Fiscal 2001, Fiscal 2000 and Fiscal 1999


Pension costs for all plans are  actuarially  determined  and  generally  funded
annually.  Royal  Ahold  accounts  for its US  plans  under  the  provisions  of
Financial  Accounting  Standards No. 87-  "Employers'  Accounting  for Pensions"
("SFAS 87").  Pension  expense for the plans in The  Netherlands  is  calculated
using  the  methodology  required  under  Dutch  GAAP.  Pension  expense  of the
qualified plans included in the accompanying  consolidated statement of earnings
for fiscal 2001, 2000 and 1999 aggregated EUR 43,879, EUR 32,465 and EUR 33,973,
respectively.  In addition,  Royal Ahold  received  refunds of EUR 29 million in
2000 of overfunded pension plan assets in The Netherlands,  which were reflected
as a reduction of general and  administrative  expenses in the 2000 consolidated
statement  of  earnings.  There were no refunds  in fiscal  1999.  Additionally,
certain  union  employees in the United  States that covered by  multi-employer,
defined benefit plans. Plan expenses were EUR 70,477,  EUR 70,199 and EUR 53,893
for fiscal 2001, 2000 and 1999, respectively.

For a discussion on the US GAAP accounting treatment,  please see Note 27 to the
consolidated financial statements.

Other benefit plans

Royal Ahold also maintains  various other employee  benefit plans. For employees
of its US  subsidiaries,  such  plans are  principally  in the form of  savings,
incentive  compensation  and  bonus  plans.  Royal  Ahold's  Dutch  subsidiaries
participate in a profit sharing plan for their employees.  In the United States,
Royal Ahold also maintains  three  supplemental  employee  retirement  plans for
officers and executives of its subsidiaries.

Post-retirement plans

Royal Ahold provides life insurance and healthcare  benefits for certain retired
employees  meeting age and service  requirements at its US  subsidiaries.  Royal
Ahold's post-retirement plans are not funded.

The assumed health care cost trend rates used in measuring the accumulated  post
retirement  benefit obligation was 7.25% (5.0% for participants over 65 years of
age) in both fiscal 2001 and fiscal  2000,  grading  down to 5.0% in 2005. A one
percentage  point  increase  in assumed  health care cost trend rates would have
increased the aggregate of service and interest cost for fiscal 2001 by 7.9% and
for  fiscal  2000  by  8%.  The  effect  of  this  change  on  the   accumulated
post-retirement benefit obligations as of the end of fiscal 2001 and fiscal 2000
would be an  increase  of 7.0.% and 6%,  respectively.  A one  percentage  point
decrease  in assumed  healthcare  cost trend  rates  would  have  decreased  the
aggregate of service and interest  cost  components  of net periodic  retirement
health care  benefit cost for fiscal 2001 by 6.6% and for fiscal 2000 by 6%. The
effect of this change on the accumulated  post-retirement benefit obligation for
health  care  benefits  as of the end of fiscal  2001 and fiscal 2000 would be a
decrease of 5.9% and 5%, respectively.

For purposes of additional  disclosure,  information  regarding the plans in The
Netherlands  has also been provided under the  requirements of US GAAP Financial
Accounting  Standards No 132,  "Employers'  Disclosures About Pensions and Other
Post-retirement  Benefits"  ("SFAS 132").  The following  table  summarizes  the
funded status and amounts  which would be recognized in Royal Ahold's  financial
statements under SFAS 132 for all defined benefit and other plans.

                                      104

<PAGE>


                              Koninklijke Ahold NV
                  Notes to the Consolidated Financial Statements
                  For Fiscal 2001, Fiscal 2000 and Fiscal 1999

<TABLE>
                                                                           United States             United States
                                                                          Pension Plans             Other Benefits
                                                                     fiscal 2001   fiscal 2000  fiscal 2001  fiscal 2000
                                                                     -----------   -----------  -----------  -----------
<S>                                                                     <C>           <C>           <C>          <C>
Change in benefit obligation:
  Benefit obligation at beginning of year                               608,967       420,412       93,483       61,609
  Service cost                                                           19,404        16,142        2,601          817
  Interest cost                                                          50,858        43,716        7,968        5,325
  Amendments                                                             12,654         5,238       (1,118)          --
  Actuarial loss (gain)                                                  57,670           849       16,596       (2,455)
  Acquisition                                                           207,986       117,539       15,184       28,118
  Foreign currency exchange rate changes                                 39,530        29,040        6,068        4,255
  Benefits paid                                                         (30,617)      (23,969)      (7,637)      (4,186)
                                                                        --------      --------      -------      -------
  Benefit obligation at end of year                                     966,452       608,967      133,145       93,483
                                                                        =======       =======      ========      ======

Change in plan assets:
  Fair value of assets, beginning of period                             645,765       467,983           --           --
  Actual return on plan assets                                         (56,926)        21,369           --           --
  Company contribution                                                    2,757           989        7,637        4,186
  Plan participant contribution                                              --            --           --           --
  Acquisition                                                           135,566       147,066           --           --
  Foreign currency exchange rate changes                                 41,918        32,327           --           --
  Benefits paid                                                         (30,617)      (23,969)      (7,637)      (4,186)
                                                                        --------      --------      -------      -------
  Fair value of assets, end of period                                   738,463       645,765           --           --
                                                                        =======       =======           ==           ==
</TABLE>

                                      105

<PAGE>


                              Koninklijke Ahold NV
                  Notes to the Consolidated Financial Statements
                  For Fiscal 2001, Fiscal 2000 and Fiscal 1999


The funded status of the plans for fiscal 2001 and 2000 are as follows:

<TABLE>

                                                                           United States             United States
                                                                          Pension Plans             Other Benefits
                                                                           2001          2000         2001         2000
<S>                                                                    <C>             <C>        <C>           <C>
Reconciliation of funded status:
  Funded status of plan                                                (227,989)       36,798     (133,145)     (93,483)
  Unrecognized actuarial (gain) loss                                    123,072       (53,789)       8,880       (7,799)
  Unrecognized prior service cost                                        21,499         9,582        (489)          645
  Unrecognized net transition obligation                                   (801)       (1,323)         622          638
                                                                        --------       -------    ---------     --------
  Prepaid (accrued) benefit cost                                        (84,219)       (8,732)    (124,132)     (99,999)
                                                                        ========       =======    =========     ========
</TABLE>


<TABLE>
                                                                           United States             United States
                                                                          Pension Plans             Other Benefits
                                                                           2001          2000         2001         2000
<S>                                                                    <C>            <C>         <C>           <C>
Amounts recognized in the statement of financial position consist of:
  Prepaid benefit cost                                                   42,767        35,658           --           --
  Accrued benefit liability                                            (132,298)      (44,390)    (129,847)     (99,999)
  Intangible asset                                                           --            --          619           --
  Accumulated other comprehensive income                                  5,312            --        5,096           --
                                                                        --------       -------    ---------     --------
  Net amount recognized                                                 (84,219)       (8,732)    (124,132)     (99,999)
                                                                        ========       =======    =========     ========

The net periodic benefit cost included
the following components:
</TABLE>

<TABLE>
<CAPTION>

                                                         United States                         United States
                                                         Pension Plans                        Other Benefits
                                                    2001        2000         1999         2001        2000         1999
                                                    -----       -----        -----        -----       -----        ----
<S>                                               <C>         <C>          <C>           <C>           <C>          <C>
Components of net periodic benefit cost:
  Service cost of benefits earned                 19,404      16,038       17,898        2,601         817          872
  Interest cost on benefit obligation             50,858      43,611       30,973        7,968       5,325        4,325
  Expected return on assets                      (60,809)    (53,461)     (39,317)          --          --           --
  Amortization of transition (asset)                (608)       (570)        (534)          58          54           50
  Amortization of prior service cost               1,359       1,278          780           59          55           52
  Recognized actuarial (gain) loss                (3,747)     (5,691)         (17)        (589)       (535)        (152)
                                                  -------     -------       ------      -------      ------       ------
  Net periodic benefit cost                        6,457       1,205        9,783       10,097       5,716        5,147
                                                  =======     =======       ======      =======      =====        ======
</TABLE>

                                      106


<PAGE>


                              Koninklijke Ahold NV
                  Notes to the Consolidated Financial Statements
                  For Fiscal 2001, Fiscal 2000 and Fiscal 1999

                                                       Non-United States
                                                          Pension Plans
                                                        2001        2000
Change in benefit obligation:
  Benefit obligation at beginning of year            1,368,827     940,729
  Service cost                                          63,706      55,951
  Interest cost                                         74,626      70,223
  Plan participant contribution                          1,100          --
  Amendments                                                --          --
  Actuarial loss (gain)                                 (1,352)    135,694
  Acquisition                                               --     194,215
  Foreign currency exchange rate changes                (3,391)         --
  Benefits paid                                        (56,498)    (27,985)
                                                     ----------  ----------
  Benefit obligation at end of year                  1,447,018   1,368,827
                                                     ==========  =========

Change in Plan Assets:
  Fair value of assets, beginning of period          1,461,705   1,335,560
  Actual return on plan assets                         (95,253)     30,817
  Company contribution                                  79,189      20,760
  Plan participant contribution                          7,649       1,225
  Acquisition                                               --     101,328
  Foreign currency exchange rate changes                    --          --
  Benefits paid                                        (56,498)    (27,985)
                                                     ----------  ----------
  Fair value of assets, end of period                1,396,792   1,461,705
                                                     =========   =========

The funded status of the non-United States plans for fiscal 2001 and 2000 are as
follows:
                                                       Non-United States
                                                        Pension Plans
                                                          2001        2000
Reconciliation of funded status:
  Funded status of plan                                (50,226)     92,878
  Unrecognized actuarial (gain) loss                   133,582     (40,886)
  Unrecognized prior service cost                       (9,492)    (10,745)
  Unrecognized net transition obligation                (9,625)    (15,288)
                                                        -------    --------
  Prepaid (accrued) benefit cost                        64,239      25,959
                                                        =======     =======

                                                       Non-United States
                                                        Pension Plans
                                                          2001        2000
Amounts recognized in the statement of
Financial position consist of:
  Prepaid benefit cost                                 157,500     141,625
  Accrued benefit liability                            (93,261)   (115,666)
  Intangible asset                                          --          --
  Accumulated other comprehensive income                    --          --
                                                        -------    --------
  Net amount recognized                                 64,239      25,959
                                                        =======    ========

                                      107

<PAGE>


                              Koninklijke Ahold NV
                  Notes to the Consolidated Financial Statements
                  For Fiscal 2001, Fiscal 2000 and Fiscal 1999


The net periodic benefit cost included the following components:
<TABLE>
<CAPTION>
                                                          Non-United States Pension Plans
                                                           2001         2000         1999
<S>                                                     <C>           <C>         <C>
Components of net periodic benefit cost:
  Service cost of benefits earned                        61,985       42,516       52,604
  Interest cost on benefit obligation                    81,260       63,552       56,983
  Expected return on assets                            (102,761)     (90,432)     (85,824)
  Amortization of transition (asset)                       (430)        (338)     (86,540)
  Amortization of prior service cost                     (6,529)     (18,214)      83,733
  Recognized actuarial (gain) loss                        2,447           --           --
                                                         =======      =======      ======
  Net periodic benefit cost                              35,972       (2,916)      20,956
                                                         =======      =======      ======

</TABLE>

The  assumptions  used  to  develop  the  actuarial  present  value  of  benefit
obligations and pension expense under SFAS 87 were as follows:
<TABLE>
<CAPTION>
                                           Pension Benefits               Other Benefits
                                          2001      2000      1999      2001     2000      1999
                                          ----      ----      ----      ----     ----      ----
<S>                                       <C>       <C>       <C>       <C>      <C>       <C>
United States plans
  Discount rate for obligations           7.5%      8.0%      8.0%      7.5%     8.0%      8.0%
  Expected return on plan assets          9.0%      9.0%      9.0%       N/A      N/A       N/A
  Average salary increases                4.5%      4.5%      4.5%      4.5%     4.5%      4.5%

                                           Pension Benefits               Other Benefits
                                          2001      2000      1999      2001     2000      1999
                                          ----      ----      ----      ----     ----      ----
Non-United States plans
  Discount rate for obligations          5.25%     5.25%      6.0%       N/A      N/A       N/A
  Expected return on plan assets          6.5%      6.5%      7.0%       N/A      N/A       N/A
  Average salary increases                2.5%      2.5%      4.0%       N/A      N/A       N/A

</TABLE>

NOTE 23 BUSINESS SEGMENT INFORMATION

Royal Ahold operates principally in two business segments, retail trade and food
service.  Aggregated  within retail trade are the Company's  grocery  stores and
specialty retailers,  as the nature of the products,  the customers type and the
methods of distribution are similar. Activities included in the "Real estate and
other" category  include the ownership and management of real estate  properties
and production  activities.  Royal Ahold's other  activities do not individually
constitute a separately reportable industry segment.

In fiscal 2000, Royal Ahold acquired U.S. Foodservice,  a company engaged in the
sale of food and related  products to restaurants and other  institutional  food
service establishments.  In connection with the acquisition of U.S. Foodservice,
Royal  Ahold   reorganized  its  former  food   wholesaling   segment  that  was
subsequently renamed "Food Service". As a result of this reorganization, certain
food  wholesaling  operations  have been either  transferred to the retail trade
segment or the real  estate and other  segment.  Prior  year  figures  have been
restated to reflect this reorganization.

In fiscal 2001,  Royal Ahold  reorganized its corporate  functions in the United
States in order to  segregate  Retail  trade and Food  Service  operations.  The
financial  information  relating to these corporate  functions is reported under
Retail  trade or Food  Service  as  appropriate.  Prior to  fiscal  2001,  these
facilities were reported as part of Corporate cost. Prior year figures have been
restated to reflect this reorganization.

Segments  were  determined  based on  products  and  services  provided  by each
segment.  Accounting policies of the segments are the same as those described in
significant  accounting  policies.  For  more  information,  please  see Note 2.
Performance of the segments is evaluated based on operating results. The company
accounts for intersegment  sales and transfers as if the sales or transfers were
to third parties at current market prices.

                                      108

<PAGE>


                              Koninklijke Ahold NV
                  Notes to the Consolidated Financial Statements
                  For Fiscal 2001, Fiscal 2000 and Fiscal 1999

                                                         Fiscal
                                            2001          2000         1999
                                            ----          ----         ----
Net Sales (including intersegment)
Retail trade                             51,668,355    43,746,629   32,236,204
Food service                             14,929,718     7,765,648      555,183
Real estate and other                       373,244       344,030      381,199
Intersegment sales                         (378,252)     (314,706)    (348,259)
                                         -----------    ----------   ----------
                                          66,593,065    51,541,601   32,824,327
                                          ==========    ==========   ==========
Net Sales
Retail trade                             51,643,560    43,724,181   32,230,033
Food service                             14,887,793     7,753,858      553,409
Real estate and other                        61,712        63,562       40,885
                                         -----------    ----------   ----------
                                          66,593,065    51,541,601   32,824,327
                                         ===========    ==========   ==========
Operating Results

Retail trade                               2,279,976     1,848,361    1,352,117
Food service                                 357,756       294,467       15,429
Real estate and other                        123,063       177,346       91,232
Corporate costs                              (55,403)      (46,081)     (44,106)
                                         -----------    ----------   ----------
                                           2,705,392     2,274,093    1,414,672
                                         ===========    ==========   ==========
Depreciation and amortization
Retail trade                               1,489,638     1,101,120      827,183
Food service                                 152,855        49,442        6,472
Real estate and other                         38,084        31,137       34,468
                                         -----------    ----------   ----------
                                           1,680,577     1,181,699      868,123
                                         ===========    ==========   ==========
Salaries and benefits
Retail trade                               6,776,635     5,751,898    4,444,800
Food service                               1,353,937       705,478       44,093
Real estate and other                         33,210        31,880       38,388
Corporate                                     26,749        21,808       18,996
                                         -----------    ----------   ----------
                                           8,190,531     6,511,064    4,546,277
                                         ===========    ==========   ==========
Average number of full-time equivalent
employees
Retail trade                                 252,870       233,702      206,035
Food service                                  17,052        13,749        1,749
Real estate and other                            582           395        1,003
Corporate                                        235           207          196
                                         -----------    ----------   ----------
                                             270,739       248,053      208,983
                                         ===========    ==========   ==========
Purchase of long-lived assets
Retail trade                               2,755,587     2,528,030    1,806,451
Food service                                 123,796        43,616        9,000
Real estate and other                        145,557       134,662       98,788
                                         -----------    ----------   ----------
                                           3,024,940     2,706,308    1,914,239
                                         ===========    ==========   ==========
Purchase of intangible fixed assets
Retail trade                                 680,823     1,248,298       28,643
Food service                               1,622,181     1,420,849           --
Real estate and other                        154,301        68,231        2,210
                                         -----------    ----------   ----------
                                           2,457,305     2,737,378       30,853
                                         ===========    ==========   ==========

                                      109

<PAGE>


                              Koninklijke Ahold NV
                  Notes to the Consolidated Financial Statements
                  For Fiscal 2001, Fiscal 2000 and Fiscal 1999

Long-lived Assets                         December 30  December 31   January 2,
                                          -----------  -----------   ----------
                                             2001         2000         2000
                                          --------      --------      -------
Retail trade                              12,179,517    10,969,077    7,869,039
Food service                               1,141,415       573,087       49,758
Real estate and other                        750,897       690,476      556,198
                                         -----------    ----------   ----------
                                          14,071,829    12,232,640    8,474,995
                                         ===========    ==========   ==========
Liabilities from operational activities*
Retail trade                               6,955,144     6,987,205    5,220,673
Food service                               2,108,555     1,363,642      106,835
Real estate and other                      1,908,212     1,175,523      590,129
Intersegment                                (191,288)     (274,921)    (397,852)
                                         -----------    ----------   ----------
                                          10,780,623     9,251,449    5,519,785
                                         ===========     =========   ==========

*All liabilities of a segment,  less the interest bearing debt,  deferred income
tax liabilities and dividend preferred stock.

                                      110

<PAGE>


                              Koninklijke Ahold NV
                  Notes to the Consolidated Financial Statements
                  For Fiscal 2001, Fiscal 2000 and Fiscal 1999


NOTE 24 GEOGRAPHIC SEGMENT INFORMATION

Royal Ahold's  operations are conducted in four  geographical  areas: the United
States,  Europe  (The  Netherlands,  Portugal,  the  Czech  Republic,  Slovakia,
Scandinavia and the Baltic States,  Denmark,  Belgium,  Poland and Spain), Latin
America  (Brazil,  Argentina,  Chile,  Guatemala,  Peru and  Paraguay)  and Asia
Pacific  (Malaysia,  Thailand and Indonesia).  Sales are attributed to countries
based on the  location  of the store.

<TABLE>
<CAPTION>
                                                                   Fiscal
                                                      2001         2000          1999
                                                      ----         ----          ----
<S>                                                <C>           <C>            <C>
Net Sales
United States                                      39,486,410    29,432,628     18,397,444
Europe                                             21,807,419    16,624,975     10,453,867
Latin America                                       4,899,725     5,081,934      3,497,173
Asia Pacific                                          399,511       402,064        475,843
                                                   ----------     ---------     ----------
                                                   66,593,065    51,541,601     32,824,327
                                                   ===========   ==========     ==========
Operating Results
United States                                       1,713,043     1,466,005       943,768
Europe                                                865,621       669,868       459,034
Latin America                                         200,130       204,123        96,732
Asia Pacific                                          (17,999)      (19,822)      (40,756)
Corporate costs and eliminations                      (55,403)      (46,081)      (44,106)
                                                   ----------     ---------     ----------
                                                    2,705,392     2,274,093     1,414,672
                                                   ===========   ==========     ==========
Depreciation and amortization
United States                                         930,662        662,267      506,947
Europe                                                558,233        354,288      246,923
Latin America                                         169,210        145,675       93,368
Asia Pacific                                           19,412         18,667       19,706
Corporate                                               3,060            802        1,179
                                                   ----------     ---------     ----------
                                                    1,680,577      1,181,699      868,123
                                                   ===========   ==========     ==========
Salaries and benefits
United States                                       5,677,231     4,510,334     3,104,703
Europe                                              1,952,183     1,459,173     1,056,067
Latin America                                         505,152       490,173       330,229
Asia Pacific                                           29,216        29,576        36,282
Corporate                                              26,749        21,808        18,996
                                                   ----------     ---------     ----------
                                                    8,190,531     6,511,064     4,546,277
                                                   ===========   ==========     ==========
Average number of full-time equivalent employees
United States                                         123,036       118,114       101,872
Europe                                                 86,888        70,293        53,613
Latin America                                          53,162        52,157        43,690
Asia Pacific                                            7,418         7,282         9,612
Corporate                                                 235           207           196
                                                   ----------     ---------     ----------
                                                      270,739       248,053       208,983
                                                   ===========   ==========     ==========
Purchase of long-lived assets
United States                                       1,705,914     1,310,421     1,084,384
Europe                                              1,016,189       910,748       512,819
Latin America                                         264,034       465,340       301,156
Asia Pacific                                           26,482        18,487        14,986
Corporate assets                                       12,321         1,312           894
                                                   ----------     ---------     ----------
                                                    3,024,940     2,706,308     1,914,239
                                                   ===========   ==========     ==========
</TABLE>

                                      111

<PAGE>


                              Koninklijke Ahold NV
                  Notes to the Consolidated Financial Statements
                  For Fiscal 2001, Fiscal 2000 and Fiscal 1999



<TABLE>
<CAPTION>
                                                                   Fiscal
                                                      2001         2000          1999
                                                      ----         ----          ----
<C>                                                 <C>           <C>            <C>
Purchase of intangible fixed assets
United States                                       1,962,224     1,570,692         5,118
Europe                                                325,052     1,156,810        18,968
Latin America                                          90,679         8,886         6,767
Asia Pacific                                              636           990            --
Corporate assets                                       78,714            --            --
                                                   ----------     ---------     ----------
                                                    2,457,305     2,737,378        30,853
                                                   ===========   ==========     ==========


Long-lived Assets                                  December 30,  December 31,   January 2,
                                                      2001          2000          2000
                                                   -----------  -------------  -----------
United States                                       8,016,096     6,223,718     4,761,041
Europe                                              4,493,671     4,137,393     2,233,187
Latin America                                       1,475,436     1,804,467     1,404,221
Asia Pacific                                           73,896        65,224        75,140
Corporate costs                                        12,730         1,838         1,406
                                                   ----------     ---------     ----------
                                                   14,071,829    12,232,640     8,474,995
                                                   ===========   ==========     ==========
Liabilities from operational activities*
United States                                       5,996,400     4,604,507     2,688,693
Europe                                              3,575,218     3,314,928     2,071,651
Latin America                                       1,049,970     1,236,748       961,131
Asia Pacific                                           91,367        84,625       134,202
Corporate                                             258,956       285,562        61,960
Intersegment                                         (191,288)     (274,921)     (397,852)
                                                   ----------     ---------     ----------
                                                   10,780,623     9,251,449     5,519,785
                                                   ===========   ==========     ==========
</TABLE>

*All liabilities of a segment,  less the interest bearing debt,  deferred income
tax liabilities and dividend preferred stock.


NOTE 25 FINANCIAL INSTRUMENTS

Royal Ahold's  primary  market risk  exposures  are exchange rate  movements and
interest  rate  fluctuations.  Royal Ahold  actively  reviews and  monitors  its
exposure  and risk to changes in exchange  rates and interest  rates.  To manage
foreign exchange  transaction  exposure and interest rate exposure,  Royal Ahold
may  enter  into  financial  derivative  contracts.   The  derivative  financial
instruments  utilized by Royal Ahold, while appropriate for hedging a particular
kind of risk,  are not  considered by management to be  specialized or high-risk
and are generally  available from numerous  sources.  The risk  associated  with
these transactions is the cost of replacing these agreements,  at current market
rates,  in the event of default by the  counter  parties.  Management  regularly
evaluates its use of financial instruments,  including derivatives, and believes
that the risk of  incurring  such  losses is remote.  Royal Ahold does not enter
into  contracts or utilize  derivative  financial  instruments  for  speculative
purposes.  Contracts are  generally  for a duration that is consistent  with the
anticipated  related  underlying  exposure.  Gains and  losses  from  derivative
financial  instruments that are designated as, and deemed to be effective hedges
are deferred and are  recognized  in the  statement of earnings  when the hedged
transactions  occur. Gains and losses on instruments that are not designated as,
and deemed to be effective  hedges are  recognized  immediately  into  earnings.
Royal Ahold's use of financial  instruments and the accounting policies under US
GAAP for financial instruments are further described in Note 27.

During fiscal 2001,  Royal Ahold entered into cross  currency swaps and numerous
individually  immaterial foreign exchange forward  contracts,  which are used to
hedge future  payments in foreign  currencies made to suppliers by its operating
companies.  Royal Ahold had 46 financial derivative contracts  outstanding as of
the end of fiscal 2001. The notional amount of these forward contracts as of the
end of fiscal  2001 was EUR 5.0  billion  and EUR 2.5  billion  as of the end of
fiscal 2000,  with a negative  mark to market value of EUR 365 million in fiscal
2001 and negative EUR 78 million

                                      112

<PAGE>


                              Koninklijke Ahold NV
                  Notes to the Consolidated Financial Statements
                  For Fiscal 2001, Fiscal 2000 and Fiscal 1999

in fiscal 2000. Of these 46 contracts, 26 have a maturity shorter then one year,
15 have a maturity of one to five years and 5 have a maturity  ranging from five
to thirty years. Also, of these contracts,  20 hedge USD/BRL exposure,  11 hedge
USD/EUR exposure, 4 hedge SEK/NOK exposure, and in total 11 derivative contracts
are used to hedge other currency interest rates.

Foreign exchange risk management

Since Royal Ahold has extensive  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. Royal Ahold actively
manages foreign currency exposure by financing such operations in local currency
borrowings to the extent  possible or practical.  Using this "material  hedging"
technique,  Royal Ahold proactively  manages the 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.  With  the  exception  of  Argentina  where  Disco is for a
substantial part financed with un-hedged  third-party USD loans, Royal Ahold has
been able to  substantially  mitigate  significant  foreign  exposure with local
borrowings or entering into cross currency swaps to hedge  third-party debt in a
currency other then the functional currency of the entity.  Royal Ahold does not
enter into financial contracts to hedge translation risk.

Interest rate risk management

Royal Ahold uses a  combination  of interest  rate,  cross-currency  and foreign
exchange swaps ("cash flow hedges") 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.  Royal Ahold's  objective in
managing exposures to interest rate and foreign exchange fluctuations on debt is
to reduce earnings and cash flow volatility.

For  purposes of  additional  disclosure,  under US GAAP,  the  Company  records
changes in the fair value of the derivative  instruments designated as cash flow
hedges of variable rate debt  instruments  in  accumulated  other  comprehensive
income  (loss),  a component  of US GAAP  equity,  until the  underlying  hedged
interest  payments  affect  earnings.  When  interest  expense is recorded,  the
related  gain or loss on the cash flow hedge will be  reclassified  to  interest
expense.  In the event the underlying  debt  instrument is retired,  the gain or
loss on the related cash flow hedge will be reclassified  from accumulated other
comprehensive  income  (loss) to other income on the  consolidated  statement of
income at that time.  During fiscal 2001, no such  reclassifications  from other
comprehensive income occurred.

For the  majority of the cash flow  hedges,  the  critical  terms of the hedging
instruments are the same as the underlying debt  instruments.  Accordingly,  all
changes in fair value of these derivative  instruments (including the time value
portion of purchased  options in the lease contracts) are recorded through other
comprehensive  income. The changes in fair value of the derivatives are intended
to offset changes in the expected  interest  payments to be made on the variable
rate debt  instruments.  Royal  Ahold  records  any  ineffective  portion of the
hedging   instruments  in  the   consolidated   statement  of  earnings.   Hedge
ineffectiveness was not material for fiscal 2001.

As of the end of fiscal 2001,  the total balance in OCI is EUR 81.6 million.  Of
the year end OCI balance,  the Company estimates that EUR (17.5) million will be
reclassified into earnings within the next twelve months,  which is comprised of
EUR (11.0)  million from cross currency  swaps,  EUR (6.7) million from interest
rate swaps and EUR 0.1 million  from FX liquidity  swaps.  These  estimates  are
based on the difference  between the mark to market  calculations  at the end of
fiscal  year 2001 and the  estimated  mark to market  value at the end of fiscal
2002.

Other Derivative Instruments

In countries  where the local currency is subject to large  fluctuations,  Royal
Ahold often  enters into lease  agreements  denominated  in the US dollar or the
Euro.  Under  the  provisions  of SFAS 133,  leases  denominated  in a  currency
different from the  functional  currency of either party to the lease contain an
embedded  foreign  exchange  derivative.  At December 30, 2001,  the Company had
embedded  foreign  exchange  derivatives in certain lease contracts in the Czech
Republic and Poland with a fair value of EUR (5.3 million) recorded as long-term
liability  on  the  consolidated  balance  sheet  and  in  other  income  on the
consolidated  statement of  earnings.  For more  information  on  components  of
accumulated other comprehensive income (loss), please see Note 27.

                                      113

<PAGE>


                              Koninklijke Ahold NV
                  Notes to the Consolidated Financial Statements
                  For Fiscal 2001, Fiscal 2000 and Fiscal 1999

Fair value of financial instruments

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

<TABLE>
<CAPTION>

                                                December 30, 2001            December 31, 2000
                                              Carrying        Fair        Carrying          Fair
                                              Amount         Value         Amount           Value
                                              --------       -------      ---------        -------
<S>                                          <C>           <C>           <C>            <C>
Assets
Loans receivable                                 534,157       542,936       414,055             --

Liabilities
Borrowings                                   (13,030,222)  (13,387,960)  (10,299,988)   (10,445,372)

Derivative financial instruments
Currency derivatives                              316,996           121      833,634         (6,155)
Cross Currency derivatives                      3,527,345      (363,284)   1,677,739        (71,829)
Interest rate derivatives                         996,456          (108)           0              0

</TABLE>


Royal Ahold considers the carrying amount of cash, accounts receivable, accounts
payable,  current loans payable and capital lease commitments to be a reasonable
estimate of those  instruments  fair value. The market value for the investments
in  unconsolidated  companies  has not been  determined.  It is not practical to
estimate  the  fair  value  of  Aholds   unconsolidated   investments  as  these
investments  are not publicly  traded.  It is also not practical to estimate the
fair value of the loans receivable for fiscal 2000.

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.

NOTE 26 SUBSEQUENT EVENTS

At December  30, 2001,  Ahold used a rate of 1ARS=  0.6658 EUR to translate  its
Argentine results. Ahold also used an equivalent rate to translate non-Argentine
peso transactions of its Argentine operations  outstanding at December 30, 2001.
This  resulted in a charge of EUR 214 million to earnings and EUR 148 million to
shareholders'  equity  during  fiscal 2001.  On February 2, 2002,  the Argentine
government  issued a "Pesofication"  decree pursuant to which Royal Ahold may be
able to  convert  certain  third  party US  dollar  debt  held by its  Argentine
operations  and governed by Argentine law to Pesos at a rate of 1:1. As of March
22, 2002, the value of the Peso to the Euro was 1ARS=0.3836  EUR. In response to
the Pesofication  decree and the continued  declining trends of the value of the
Peso, the Company continues to evaluate the impact on its financial results.

In February  2002,  Albert Heijn  announced  the opening of two new  supermarket
formats,  an  extra-large  supermarket,  under the name  Albert  Heijn XL, and a
convenience store format, under the name "AH to go". The larger stores will have
a sales  area of  approximately  4,000 sq.  meters  (40,000  sq.  feet) and will
provide  customers  with  more  fresh  products  and  general  merchandise  than
traditional  Albert Heijn stores.  The convenience stores will be opened at Esso
gasoline stations in The Netherlands and will target the more mobile customer.

In January  2002,  Stop & Shop  announced  that it had signed a letter of intent
with certain creditor  constituencies of Big V Supermarkets to purchase up to 27
Big V Supermarkets  and other assets of the company.  Big V Supermarkets,  which
operates  supermarkets  in  New  York  and  New  Jersey,  filed  for  bankruptcy
protection  in  November  2000.  Stop & Shop has  negotiated  an asset  purchase
agreement with such creditor  constituencies  and Shop & Shop and such creditors
filed a plan of  reorganization  with the bankruptcy court on March 1, 2002. The
closing of the acquisition by Stop & Shop is subject to confirmation of the plan
of reorganization by the bankruptcy court and satisfaction of certain conditions
set forth in the asset purchase agreement,  including antitrust clearance. There
can be no assurance that the acquisition will be completed.

In January 2002, Royal Ahold and its partner, through the existing joint venture
with Paiz Ahold,  formed a new joint  venture with CSU, the leading  supermarket
company and hypermarket operator in Costa Rica and Nicaragua.  Each of the three
partners effectively has a one-third stake in the joint venture,  which operates
under the name CARHCO,  the Central

                                      114

<PAGE>

                              Koninklijke Ahold NV
                  Notes to the Consolidated Financial Statements
                  For Fiscal 2001, Fiscal 2000 and Fiscal 1999

American Retail Holding Company. CARHCO now operates 253 food stores with annual
sales of  approximately  USD 1.3 billion (EUR 1.5 billion) in  Guatemala,  Costa
Rica,  Honduras,  El Salvador and Nicaragua.  The joint venture will continue to
focus on organic growth within these current markets,  as well as develop retail
activities in other regional markets.

In December 2001, Royal Ahold,  through its wholly owned  subsidiary,  Bompreco,
signed an agreement to acquire 32  hypermarkets  and  supermarkets,  and related
assets, from G. Barbosa. G. Barbosa operates in the northeasten Brazilian states
of Sergipe and Bahia and has annual  sales of  approximately  EUR 300 million in
fiscal 2001.  The  transaction is expected to be completed in the second quarter
of fiscal 2002.

NOTE  27  DIFFERENCES   BETWEEN  DUTCH  AND  UNITED  STATES  GENERALLY  ACCEPTED
ACCOUNTING PRINCIPLES

Dutch GAAP varies in certain significant respects from US GAAP. Such differences
involve  certain  methods for measuring  the amounts  shown in the  consolidated
financial statements, as well as additional disclosures required by US GAAP. The
principal  methods  applied in the  preparation  of the  consolidated  financial
statements  that have resulted in amounts that differ from those that would have
otherwise  been  determined  under US GAAP are  included  within  this  Note 27.
Additional  disclosures  required under US GAAP have been  incorporated into the
appropriate  preceding footnotes of the primary Dutch GAAP financial  statements
as much as  possible.  Certain  reclassifications  have been made to prior  year
financial statements to conform to the current year presentation.

a)   Goodwill

Under Dutch GAAP,  through  November 2000,  goodwill,  defined as the difference
between the  purchase  price and the fair value of net assets of newly  acquired
companies,  was  recorded as a reduction  of  shareholders'  equity and minority
interest, if applicable, in the year of acquisition. Beginning December 1, 2000,
in accordance with new Dutch accounting  guidelines,  goodwill is capitalized as
an  intangible  asset and  amortized on a  straight-line  basis over a period no
longer than 20 years.

Under US GAAP,  for  business  combinations  initiated  through  June 30,  2001,
goodwill  was  capitalized  as  an  intangible  asset  and  was  amortized  on a
straight-line  basis  over a  period  no  longer  than 40  years.  For  business
combinations  initiated  after June 30, 2001,  goodwill is not  amortized but is
rather tested for impairment.

After the  effects of  amortization  and  impairment  write-downs,  Royal  Ahold
continues to hold a larger  goodwill  asset of EUR 11,262 million and EUR 11,863
million under US GAAP at December 30, 2001 and December 31, 2000,  respectively,
because  of  acquisitions  recorded  prior to the  change  in  Dutch  accounting
standards for goodwill on December 1, 2000. For business combinations recognized
in fiscal 2001, the same amount of goodwill was recorded under Dutch GAAP and US
GAAP,   while  during   fiscal  year  2000,   additional  US  GAAP  goodwill  of
approximately EUR 5,416,000 was recorded.

During fiscal 2001, 2000 and 1999,  Royal Ahold recognized  additional  goodwill
amortization  under  US GAAP  of EUR  217,228,  EUR  254,570,  and EUR  142,072,
respectively, primarily for acquisitions that were completed prior to the change
in Dutch accounting standards for goodwill on December 1, 2000. In addition,  no
US GAAP  amortization was recognized for  acquisitions  completed after June 30,
2001 while EUR 10.5 million was expensed under Dutch GAAP.  This GAAP difference
was lower in fiscal 2001 as, under Dutch GAAP,  amortization is recognized for a
maximum of 20 years. Under US GAAP, the maximum  amortization period of goodwill
was 40 years.

Royal Ahold reviews  goodwill  recorded  under US GAAP for  impairment  whenever
facts  or   circumstances   indicate  that  the  carrying  amounts  may  not  be
recoverable.  If an evaluation is required,  the estimated  future  undiscounted
cash flows associated with the underlying business operation are compared to the
carrying amount of goodwill to determine if a write-down is required. If such an
assessment  indicates  that  the  undiscounted  future  cash  flows  will not be
recovered,  the carrying amount is reduced to the estimated fair value. Under US
GAAP, the Company recorded impairment write-downs of EUR 510,982, EUR 45,696 and
EUR 5,306 in fiscal 2001, 2000 and 1999, respectively.  The write-down in fiscal
2001 was for Disco S.A.

                                      115

<PAGE>


                              Koninklijke Ahold NV
                  Notes to the Consolidated Financial Statements
                  For Fiscal 2001, Fiscal 2000 and Fiscal 1999

b)   Pensions

As further  described  in Note 22, Royal Ahold  accounts  for its United  States
pension  plans  under  the  provisions  of SFAS 87, a US GAAP  standard,  in its
primary financial  statements as allowed under Dutch GAAP. However,  Royal Ahold
has a number of  additional  pension plans outside of the United States that are
accounted for in accordance  with the pension  accounting  principles  generally
accepted in The  Netherlands.  The pension costs for these plans are actuarially
determined in accordance with local standards and generally funded annually. The
actuarial  method  determines  costs in  relation  to  actual  annual  wages and
repayments of the pension fund are deducted from pension expenses.

Royal Ahold adopted SFAS 87 for US GAAP purposes as of January 1, 1989. Under US
GAAP, the calculation of the statement of earnings charge is more  comprehensive
and regulated,  particularly as to the use of actuarial assumptions,  than under
Dutch GAAP. The pension expense and related  liabilities are based on a specific
methodology that reflects the concepts of US GAAP accrual  accounting as amounts
reflected in the income statement are systematically recognized over the service
lives of the  employees  covered by the plans.  Amounts  charged to expense  are
typically  different from amounts funded. For the Company's plans outside of the
United States,  the US GAAP  methodology  has  historically  resulted in a lower
pension  charge in fiscal 2001,  2000 and 1999 than what is  recognized in Royal
Ahold's primary Dutch GAAP  consolidated  statement of earnings.  The effects of
these  differences  in pension plan  accounting  on the  Company's  consolidated
financial statements, as a whole, is included in item l) below.

c)   Revaluation of tangible fixed assets

The  tangible  fixed  assets  of AVG were  revalued  in  October  1988  and,  in
accordance  with Dutch GAAP,  Royal Ahold  increased  the value of the assets to
market value and recorded a revaluation  reserve in  shareholders'  equity.  The
revaluation  amount is  depreciated  over the life of the related  assets.  Upon
selling revalued tangible fixed assets, the corresponding revaluation reserve in
equity is  considered  realized and  transferred  to the  statement of earnings.
Revaluation  of tangible  fixed assets is an accounting  principle not generally
accepted in the United States.  The effects of the reversal of this  revaluation
as well as the related  accumulated  depreciation and  depreciation  expense for
each year is shown in item l) below.

d)   Restructuring costs

Under  Dutch  GAAP,  the  Company  records  provisions  for closed and  divested
facilities  ("exit  costs") and severance and other  personnel  costs (all costs
collectively,  "Restructuring  Costs")  when  it  enters  plans  for  store  and
distribution  center  closures or sales in connection  with exit  activities and
business  combinations.  These plans are subject to strict accounting principles
under US GAAP including  those defined in EITF 94-3 and EITF 95-3,  collectively
referred to as the  "Consensuses"  and further  discussed  in the United  States
Securities and Exchange  Commission's "SAB 100".  Application of the Consensuses
can result in the timing and amount of  Restructuring  Charges  recognized to be
different under US GAAP.

In accordance with the  Consensuses,  Royal Ahold will record US GAAP exit costs
as defined  within  EITF 94-3 only when it can  reliably  estimate  the  nature,
timing,  and  amount  of the  exit  costs  associated  with the  actions  it has
specifically identified. The Company believes that it can reliably estimate exit
costs for US GAAP reporting when, at a minimum,  it feels the estimate  reflects
the  most  likely  expected  outcome  given  all  of the  information  currently
available,  the underlying exit plan identifies all significant actions expected
to be taken,  including an expected  timetable,  and is used for  evaluation  of
those   responsible  for  executing  the  plan,  all  significant   actions  are
documented, and the components and key assumptions of the plan have a reasonably
supportable  basis.  Further,  severance and other  personnel costs are recorded
under US GAAP when,  at a minimum,  the plan,  defines the  benefit  formula for
individual employee  involuntary  termination  benefits,  includes the number of
employees  to be  involuntarily  terminated,  and includes  the  employee's  job
classifications and locations. It is also considered essential that prior to the
balance sheet date that  notification  of  termination to employees is completed
and  that  the  notification  includes,  at a  minimum,  the  provisions  of the
involuntary  termination  benefit  formula in  sufficient  detail such that each
employee would be able to calculate the severance benefit.

Whether  restructuring costs are recognized as a liability assumed in a business
combination  or expensed under US GAAP is dependent on whether the costs qualify
to be included in accounting  for the business  combination as discussed in EITF
95-3. EITF 95-3 generally states that restructuring costs can be recognized as a
liability  when recording an  acquisition  only if they are not associated  with
post-acquisition revenues of the combined entity and they are either incurred to
exit an activity of the acquired company or are for a contractual  obligation of
the acquired company that has no future economic

                                      116

<PAGE>


                              Koninklijke Ahold NV
                  Notes to the Consolidated Financial Statements
                  For Fiscal 2001, Fiscal 2000 and Fiscal 1999


benefit.

Royal Ahold has incurred  Restructuring Costs as a result of the acquisitions of
Alliant and Bruno's in November 2001 and December 2001,  respectively.  The main
features of the  restructuring  plan affect  both  Alliant and U.S.  Foodservice
operating  units and will result in the closure of Alliant and U.S.  Foodservice
distribution  facilities.  The expected  total amount of costs  relating to U.S.
Foodservice resulting from these actions are accounted for through the statement
of earnings in 2001 and amount to EUR 106 million  (USD 95 million)  under Dutch
GAAP.  Under US  GAAP,  at  December  30,  2001,  Royal  Ahold  did not meet the
notification  criteria for the  severance  and other  personnel  costs of EUR 33
million  included in this charge and  therefore  they are not included in the US
GAAP statement of earnings for fiscal 2001.

As a direct result of the  acquisition of  Giant-Landover  in 1998,  Royal Ahold
recorded Restructuring Costs for necessary  reorganizations of its United States
operations, including existing facilities. These costs have been included in the
assessment  of the  fair  value of  assets  and  liabilities  at the time of the
acquisition under Dutch GAAP while under US GAAP,  restructuring  costs relating
to existing  operations are required to be charged to the statement of earnings.
Therefore, EUR 1.1 million and EUR 19.2 million were recognized in the statement
of earnings  during fiscal 2000 and 1999,  respectively.  In the course of 2000,
the restructurings were completed.

e)   Other provisions

Under Dutch GAAP,  provisions  can be recorded as an expense in the statement of
earnings or as a liability  assumed in an acquisition  for events in the current
period,  or at the time of  acquisition,  for which the  costs  involved  can be
reasonably  estimated.  Under US GAAP, the Company is required to evaluate these
asserted and unasserted claims under Statement of Financial Accounting Standards
No. 5,  Accounting  for  Contingencies  ("SFAS  5").  Under SFAS 5, the  Company
recognizes a liability for asserted and unasserted  claims at the time that they
are reasonably  estimable and probable in nature.  The US GAAP  methodology  has
historically  resulted in US GAAP  charges  being taken for  contingencies  in a
later period. In particular, maintenance costs recorded under Dutch GAAP are not
accrued for under US GAAP until the actual cost is incurred.

f)   Sale-leaseback of property

As  further  discussed  in Note 20,  upon the sale of  certain  property,  Royal
Ahold's  operating  subsidiaries  have  entered into  operating  leases with the
buyer-lessor for a space to operate in the sold location. These transactions are
commonly referred to as "sale-leasebacks". Under Dutch GAAP, if a sale-leaseback
transaction transfers all risks and rewards of ownership to the buyer-lessor and
it is clear that the  transaction is established at fair value,  and it does not
meet the criteria for capitalization, the transaction should be accounted for as
a  sale-leaseback  transaction  and any  profit  or loss  should  be  recognized
immediately.  If a sale-leaseback  transaction transfers all risk and rewards of
ownership  to the  buyer-lessor  and it is not  clear  that the  transaction  is
established at fair value, it should be accounted for as a financing arrangement
and any profit or loss should be deferred and amortized over the lease term.

US GAAP has  specific  accounting  criteria for  sale-leasebacks  under SFAS 66,
Accounting  for Sales of Real Estate,  and SFAS No. 98,  Accounting  for Leases.
When the sale of real estate is accompanied by a leaseback to the  seller-lessee
of all or any part of the  property  for all or part of its  remaining  economic
life, the  seller-lessee  must determine whether a sale should be recognized and
how much  profit,  if any,  should be  recognized  on the  sale.  Sale-leaseback
accounting shall be used by a seller-lessee only if a sale-leaseback transaction
includes all of the following: a sale is consummated, the transaction involves a
normal leaseback, the buyer's initial and continuing investments are adequate to
demonstrate a commitment to pay for the property and the seller has  transferred
to the buyer all of the other risks and rewards of ownership demonstrated by the
absence of any continuing  involvement in the real estate by the  seller-lessee.
Profit on sale-leaseback transactions is recognized based on the degree to which
the  seller-lessee  relinquishes  the right to use the real  estate  through the
leaseback.  Losses are recognized immediately upon consummation of the sale. The
effects of these differences in accounting is included in item l) below.

g)   Derivatives

As further discussed in Note 25, derivative  financial  instruments are utilized
by Ahold to manage the exposure to foreign  currency  and  interest  rate risks.
Ahold does not hold or issue financial  instruments for trading purposes.  Under
Dutch GAAP,  gains and losses from  derivative  financial  instruments  that are
designated as and deemed to be effective  hedges are

                                      117

<PAGE>


                              Koninklijke Ahold NV
                  Notes to the Consolidated Financial Statements
                  For Fiscal 2001, Fiscal 2000 and Fiscal 1999

deferred  and are  recognized  in the  statement  of  earnings  when the  hedged
transactions  occur.  Gains or losses on instruments  that are not designated as
and deemed effective hedges are recognized immediately into earnings.

Under  US GAAP,  the  Company  adopted  SFAS  133,  "Accounting  for  Derivative
Instruments  and Hedging  Activities"  ("SFAS  133") as of January 1, 2001.  The
accounting  required under SFAS 133 is more  prescriptive than Dutch GAAP on the
overall  treatment and definition of a derivative,  when to record  derivatives,
classification of derivatives, and when to designate a derivative as a hedge, as
further  explained  under  item  m)  "New  accounting   pronouncements"   below.
Therefore,  differences  between  Dutch GAAP and US GAAP arise which  affect net
income  for US GAAP.  The  quantitative  effect  of SFAS 133 on net  income  and
shareholders'  equity,  including US GAAP  comprehensive  income, as well as the
effect of the initial adoption of SFAS 133, is reconciled below.

h)   Software costs

The items  included  under this  heading  include  the  adoption  of the US GAAP
standard SOP 98-1  "Accounting For the Costs of Computer  Software  Developed or
Obtained for Internal Use" ("SOP 98-1") which requires capitalization of certain
costs for  developing  software for internal  use when  criteria  have been met.
Under Dutch GAAP, such costs were expensed when incurred until the end of fiscal
1999.  Effective  January 2, 2000, these costs relating to software  development
in-house or purchased for internal use have been  capitalized  and are amortized
over the  anticipated  useful life of three to five years.  The effects of costs
capitalized  under US GAAP  prior to January  2,  2000,  as well as the  related
accumulated  amortization and amortization expense for each year, is included in
item l) below.

i)   Deferred taxes

The effects of deferred income taxes on the  adjustments  between Dutch GAAP and
US GAAP  calculated  under Statement of Financial  Accounting  Standard No. 109,
Accounting for Income Taxes ("SFAS 109") are included in item l) below.

j)   Dividend cumulative preferred financing shares

Under Dutch GAAP, the dividend on the cumulative  preferred  financing shares is
recorded as part of the profit distribution and is therefore charged directly to
shareholders' equity. According to US GAAP, such dividend is charged directly to
the statement of earnings.

k)   Diluted net earnings per common share

Under Dutch and US GAAP, Royal Ahold calculates  diluted net earnings per common
share as follows: net earnings after preferred dividend and the income impact of
dilutive  securities,  divided by the weighted  average  number of common shares
outstanding  including  the number of common  shares that would have been issued
upon the conversion of convertible  subordinated notes and the exercise of stock
option rights outstanding. Ahold issued 4% convertible subordinated notes during
fiscal  2000 that  resulted in an income  impact of EUR 37,210 and the  weighted
average  share  impact of 28,896  shares  that  were  excluded  from the US GAAP
diluted  net  earnings  per  common  share  calculation  because  the effect was
antidilutive.  In fiscal  2001,  the effect of the 4%  convertible  subordinated
notes was  anti-dilutive  under both Dutch GAAP and US GAAP. The 4% subordinated
convertible  notes  were  also  anti-dilutive  under  US  GAAP in  fiscal  2000.
Additionally  in fiscal  2001,  the income  impact of EUR  18,872  and  weighted
average  share  impact of 25,705 of the 3%  convertible  subordinated  notes was
anti-dilutive under US GAAP.

l)   Effects of conforming to US GAAP

                                      118

<PAGE>


                              Koninklijke Ahold NV
                  Notes to the Consolidated Financial Statements
                  For Fiscal 2001, Fiscal 2000 and Fiscal 1999


The adjustments to reported net earnings  required to conform to US GAAP were as
follows: (in thousands of Euros)
<TABLE>
<CAPTION>
                                                                               Fiscal
                                                                 2001          2000             1999
                                                                 ----          ------           ----
<S>                                                             <C>           <C>             <C>
Net earnings in accordance with Dutch GAAP                      1,113,521     1,115,991         752,107
Items having the effect of increasing (decreasing)
    reported net earnings:

   a) Goodwill                                                  (728,210)      (300,266)       (147,378)
   b) Pensions                                                    23,811         16,596           6,552
   c) Revaluation of real estate                                   1,882          2,175           2,263
   d) Restructuring costs                                         33,219         (1,143)        (19,202)
   e) Other provisions                                           (57,556)       (21,434)        (28,630)
   f) Sale-leaseback of property                                (137,421)         -----           -----
   g) Derivatives                                               (132,549)         -----           -----
   h) Software costs                                              (5,360)        (5,360)         10,109
   i) Deferred taxes                                               46,648         4,494           9,825
                                                                 --------       --------        --------
Subtotal                                                         157,985        811,053         585,646
j) Dividends on cumulative preferred financing shares            (38,177)       (17,444)        (12,167)
                                                                 --------       --------        --------
Net earnings in accordance with US GAAP applicable
to common shares                                                 119,808        793,609         573,479
                                                                 =======        ========        ========

</TABLE>
The adjustments to conform shareholders' equity to US GAAP are as follows:
(in thousands of Euros)
<TABLE>
<CAPTION>
                                                                   December 30,        December 31,
                                                                        2001               2000
                                                                   ------------        -------------
<S>                                                                  <C>                 <C>
Shareholders' equity in accordance with Dutch GAAP                     5,892,114          2,502,566
Items having the effect of increasing (decreasing)
   reported shareholders' equity (net of tax, if applicable):

   a) Goodwill                                                        10,492,334         10,975,661
   b) Pensions                                                            79,245             55,434
   c) Revaluation of real estate                                        (31,571)            (33,453)
   d) Restructuring costs                                                 33,219               -----
   e) Other Provisions                                                    62,875              73,044
   f) Sale-leaseback of property                                       (137,421)               -----
   g) Derivatives                                                      (219,866)               -----
   h) Software costs                                                       3,163               8,523
    i) Deferred taxes                                                    35,557              (11,091)
                                                                     ----------              --------

Shareholders' equity in accordance with US GAAP                      16,209,649            13,570,684
                                                                     ==========            ==========
</TABLE>

The following  presents  Royal Ahold's  Consolidated  Statements of Earnings and
Consolidated  Balance Sheets  prepared in accordance with US GAAP in a condensed
format.

                                      119


<PAGE>


                              Koninklijke Ahold NV
                  Notes to the Consolidated Financial Statements
                  For Fiscal 2001, Fiscal 2000 and Fiscal 1999

<TABLE>
<CAPTION>

Condensed Consolidated Statements of Earnings
(in thousands of Euros)                                                                     Fiscal
                                                                             2001           2000            1999
                                                                             ----           ----            ----
<S>                                                                       <C>             <C>             <C>
Net sales                                                                   66,593,065     51,541,601      32,824,327
Cost of sales                                                             (51,877,136)    (39,654,486)    (24,470,282)
                                                                          ------------    ------------    ------------
Gross profit                                                                14,715,929     11,887,115       8,354,045
Selling, general and administrative expenses                              (12,915,176)     (9,963,154)     (7,137,626)
                                                                          ------------     -----------     -----------
Operating results                                                            1,800,753      1,923,961       1,216,419
Net financial expense                                                      (1,165,782)       (669,265)       (360,437)
                                                                          ------------     -----------     -----------
Operating earnings before income taxes and minority interests                  634,971      1,254,696         855,982
Income taxes                                                                 (410,716)       (396,516)       (273,176)

Operating earnings after income taxes and before minority interests            224,255        858,180         582,806
Income from unconsolidated companies                                            14,553         14,562           7,437
Minority interests                                                            (80,823)        (61,689)         (4,597)
                                                                          ------------     -----------     -----------
Net earnings before dividends on cumulative preferred financing shares         157,985        811,053         585,646
Dividends on cumulative preferred financing shares                            (38,177)        (17,444)        (12,167)
                                                                          ------------     -----------     -----------
Net earnings available to common shareholders                                  119,808        793,609         573,479
                                                                          ============     ===========     ===========
</TABLE>

<TABLE>
<CAPTION>
Condensed Consolidated Balance Sheets
                                                                               December 30,             December 31,
                                                                                 2001                     2000
<S>                                                                             <C>                 <C>
Assets
Current assets                                                                  11,255,701           8,977,238
Non-current assets:
Tangible fixed assets                                                           14,040,258          12,192,460
Intangible assets                                                               16,913,957          15,024,629
Other                                                                            1,452,453           1,198,734
                                                                                 --------- -         ---------
     Total non-current assets                                                   32,406,668          28,415,823
                                                                                ----------          ----------
                                                                                43,662,369          37,393,061
                                                                                ==========          ==========
Liabilities and shareholders' equity
Current liabilities                                                             11,632,045          10,400,249
Long-term liabilities                                                           14,362,850          11,837,969
Minority interests                                                               1,457,825           1,584,159
Shareholders' equity                                                            16,209,649          13,570,684
                                                                                ----------          ----------
                                                                                43,662,369          37,393,061
                                                                                ==========          ==========


</TABLE>

                                      120

<PAGE>

                              Koninklijke Ahold NV
                  Notes to the Consolidated Financial Statements
                  For Fiscal 2001, Fiscal 2000 and Fiscal 1999


The changes in shareholders' equity accounts under US GAAP were as follows:
(in thousands of Euros)
<TABLE>
<CAPTION>
                                                                                                    Fiscal
                                                                                            2001             2000
                                                                                            ----             ----
<S>                                                                                       <C>               <C>
Shareholders' equity, beginning of fiscal year                                            13,570,684        8,106,105
Changes in shareholders' equity during the fiscal year:

   Net earnings in accordance with US GAAP                                                   157,985          811,053
   Dividend on cumulative preferred financing shares                                        (38,177)          (17,444)
   Dividend                                                                                 (94,270)          (43,856)
   Common shares issued from exercise of option rights                                        66,947           55,585
   Common shares issued                                                                   2,501,384         4,090,668
    Converted subordinated notes                                                                223                 6
   Cumulative preferred financing shares issued                                                ----           394,894
    FAS 133 hedging activities                                                             (81,605)              ----
   Exchange rate differences                                                                126,478           173,673
                                                                                            -------           -------

Shareholders' equity, end of fiscal year                                                 16,209,649        13,570,684
                                                                                         ==========        ==========
<CAPTION>

Net earnings per common share under US GAAP are as follows:
(in thousands of Euros except share and per share amounts)                                         Fiscal
                                                                                        2001        2000       1999
                                                                                        ----       ------      ----
<S>                                                                                      <C>        <C>        <C>
Net earnings available to common shareholders                                            119,808    793,609    573,479
Income impact from assumed conversion of convertible subordinated notes                     ----     18,875     18,875
                                                                                            ----     -------    ------
Income available to common shareholders plus assumed conversions                         119,808    812,484    592,354
                                                                                         =======    =======    =======

Weighted average number of common shares outstanding x 1,000                              857,509   737,403    657,320
Dilutive effect of:
   Convertible subordinated notes                                                            ----    25,035     24,958
   Employee stock options                                                                   4,213     4,759      6,533
                                                                                            -----      -----     -----
Weighted average number of diluted common shares outstanding x 1,000                      861,722   767,197    688,811
                                                                                          =======   =======    =======

Earnings per common share (EUR)                                                              0.14      1.08       0.87
Diluted net earnings per common share (EUR)                                                  0.14      1.06       0.86

</TABLE>

Had compensation costs for Royal Ahold's stock option plans described in Note 19
to the  Consolidated  Financial  Statements  been determined  consistently  with
Statement of Financial  Accounting Standard No. 123 ("SFAS 123") in fiscal 2001,
fiscal 2000 and fiscal 1999,  US GAAP Net  Earnings  would have been EUR 83,124,
EUR 763,287 and EUR 547,922,  respectively,  and Diluted Net Earnings per common
share would have been EUR 0.10, EUR 1.02 and EUR 0.82, respectively.

In 1998,  Royal  Ahold  adopted  the  requirements  of  Statement  of  Financial
Accounting Standard No. 130, Reporting  Comprehensive  Income ("SFAS 130"). SFAS
130 establishes  standards for the reporting and display of comprehensive income
and its components in financial  statements.  Comprehensive  income includes all
nonshareowner  changes in equity,  and  consists  of net  earnings  and  foreign
currency translation adjustments.

                                      121


<PAGE>


                              Koninklijke Ahold NV
                  Notes to the Consolidated Financial Statements
                  For Fiscal 2001, Fiscal 2000 and Fiscal 1999

Royal Ahold's statement of comprehensive income under US GAAP is as follows:

Condensed Consolidated Statement of Comprehensive Income
<TABLE>
<CAPTION>

(in thousands of Euros)                                                  Fiscal
                                                                2001          2000           1999
                                                                -----         -----          ----
<S>                                                           <C>           <C>            <C>
Net earnings available to common shareholders                 119,808       793,609        573,479
Other comprehensive income, net of tax:
   Foreign currency translation adjustments                   126,478       173,673        894,316
   Minimum pension liability adjustment                         -----
                                                                              -----             77
   Cumulative effect of accounting change                     (4,480)         -----          -----
   Net gain (loss) on derivative instruments                 (77,125)         -----          -----
                                                              -------         -----          -----
          Total other comprehensive income,  net of tax        44,873       173,673        894,393
                                                               ------       -------        -------

Comprehensive income                                          164,681       967,282      1,467,872
                                                              =======       =======      =========

</TABLE>

The components of accumulated  other  comprehensive  income (loss) under US GAAP
are as follows:

Accumulated Other Comprehensive Income (Loss)
<TABLE>
<CAPTION>

(in thousands of Euros)                      Foreign                    Cumulative      Net Loss on
                                            Currency       Minimum       effect of      Derivative
                                           Translation     Pension      accounting      Instruments         Total
                                           Adjustments    Liability       change
<S>                                         <C>                <C>             <C>              <C>         <C>
Balance at January 3, 1999                  (1,138,759)          (77)          -----            -----       (1,138,836)
Current period change                          894,316            77           -----            -----          894,393
                                               --------           ---          -----            -----          -------
Balance at January 2, 2000                    (244,443)         -----          -----            -----         (244,443)
Current period change                          173,673          -----          -----            -----          173,673
                                               --------         -----          -----            -----          -------
Balance at December 31, 2000                   (70,770)         -----          -----            -----          (70,770)
Current period change                          126,478          -----        (4,480)         (77,125)           44,873
                                               --------         -----        -------         --------          -------
Balance at December 30, 2001                    55,708          -----        (4,480)         (77,125)          (25,897)
                                               --------         -----        -------         --------          --------
</TABLE>

m)   New accounting pronouncements

Effective January 1, 2001, the Company adopted Statement of Financial Accounting
Standards No. 133 ("SFAS 133") (as amended by SFAS 137 and SFAS 138), Accounting
for Derivative Instruments and Hedging Activities,  which establishes accounting
and reporting standards for derivative instruments, including certain derivative
instruments  embedded  in  other  contracts  and  for  hedging  activities.  All
derivatives, whether designated in hedging relationships or not, are required to
be recorded on the balance sheet at fair value.  If the derivative is designated
as a fair value hedge,  the changes in the fair value of the  derivative and the
hedged item are  recognized  in earnings.  If the  derivative is designated as a
cash flow hedge,  changes in the fair value of the  derivative  are  recorded in
other  comprehensive  income ("OCI") and are recognized in the income  statement
when the hedged item affects  earnings.  Ineffective  portions of changes in the
fair value of cash flow hedges are recognized in earnings.

The adoption of SFAS 133 resulted in a cumulative pre-tax reduction to income of
EUR 29,368 (EUR 27,447  after-tax) and a cumulative  pre-tax reduction to OCI of
EUR 4,794 (EUR 4,480 after-tax). The reduction to income was mostly attributable
to the ineffective  portion of fair value and cash flow hedges. The reduction to
OCI was mostly  attributable  to losses on cash flow  hedges  offset by deferred
gains that had been recorded under  accounting  principles at December 31, 2000.
All  derivative  gains and  losses  included  in OCI as of  January 1, 2001 were
reclassified into earnings during fiscal 2001.

In June 2001,  the  Financial  Accounting  Standards  Board issued  Statement of
Financial  Accounting  Standards No. 141, Business  Combinations,  ("SFAS 141"),
which  eliminates the pooling of interest  method of accounting for all business
combinations initiated after June 30, 2001 and addresses the initial recognition
and measurement of goodwill and other

                                      122

<PAGE>


                              Koninklijke Ahold NV
                  Notes to the Consolidated Financial Statements
                  For Fiscal 2001, Fiscal 2000 and Fiscal 1999

intangible  assets acquired in a business  combination.  Royal Ahold has adopted
this accounting standard for business combinations accounted for by the purchase
method for which the  acquisition  date is after June 30, 2001 and for  business
combinations initiated after June 30, 2001.

For business  combinations  accounted for under SFAS 141 in 2001, Royal Ahold is
required to apply  certain  provisions  of  Statement  of  Financial  Accounting
Standards  No. 142,  Goodwill  and Other  Intangible  Assets  ("SFAS 142") which
addresses the financial  accounting and reporting  standards for acquisitions of
intangible  assets outside of a business  combination and for goodwill and other
intangible assets subsequent to their acquisition. These provisions require that
intangible  assets with finite  useful lives be amortized  and that goodwill and
intangible  assets with indefinite lives will not be amortized,  but will rather
be tested at least annually for impairment. Under the provisions of SFAS142, any
impairment  loss  identified upon full adoption of these standards is recognized
as a  cumulative  effect of a change in  accounting  principles  that is charged
directly to retained  earnings.  Any  impairment  loss  incurred  subsequent  to
initial  adoption  of SFAS 142 will be  recorded  as a charge to current  period
earnings.

Royal Ahold  fully  adopted  SFAS 141 and SFAS 142 on December  31, 2001 and, at
that time, stopped amortizing goodwill that resulted from business  combinations
completed prior to the adoption of SFAS141. The Company will be required to test
all  goodwill for  impairment  by the end of fiscal  2002.  US GAAP  goodwill is
currently being amortized at EUR 383,724  annually and will have an expected net
carrying value of approximately EUR 16.2 billion at the date of adoption of this
standard. The Company is currently evaluating the provisions of SFAS 142 and has
not yet  determined  the effect that  adoption of this standard will have on its
consolidated financial statements.

In October  2001,  the  Financial  Accounting  Standards  Board  issued SFAS 144
Accounting  for the  Impairment or Disposal of Long-Lived  Assets.  ("SFAS 144")
SFAS 144 addresses  financial  accounting  and  reporting for the  impairment or
disposal of long-lived assets.  SFAS 144 supersedes SFAS 121, Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of, and
the accounting and reporting  provisions of Accounting  Principles Board Opinion
No. 30,  Reporting the Results of Operations  -Reporting the Effects of Disposal
of  a  Segment  of a  Business,  and  Extraordinary,  Unusual  and  Infrequently
Occurring  Events and  Transactions.  SFAS 144 also amends  Accounting  Research
Bulletin No. 51, "Consolidated Financial Statements", to eliminate the exception
to  consolidation  for a subsidiary for which control is likely to be temporary.
SFAS 144 requires that one accounting model be used for long-lived  assets to be
disposed of by sale,  whether  previously held and used or newly acquired.  SFAS
144 also broadens the  presentation of  discontinued  operations to include more
disposal  transactions.  Royal Ahold was  required to adopt SFAS 144,  effective
January 1, 2002. The Company has not determined the impact, if any, the adoption
of SFAS 144 will have on its consolidated financial statements.

Emerging Issues Task Force (EITF) Issue No. 00-14, "Accounting for Certain Sales
Incentives;"  00-22,  "Accounting  for "Points" and Certain Other  Time-Based or
Volume-Based  Sales and  Incentive  Offers,  and  Offers  for Free  Products  or
Services to be  Delivered  in the  Future;",  00-25,  "Vendor  Income  Statement
Characterization  of  Consideration  from a  Vendor  to a  Retailer"  and  01-9,
"Accounting  for  Consideration  Given by a Vendor to a  Customer  (Including  a
Reseller of the Vendor's  Products)" become effective for Royal Ahold,  relating
to  applicable  issues,  beginning  in the first  quarter of 2002.  These issues
address the  appropriate  accounting  for certain  vendor  contracts and loyalty
programs.  The Company  continues to assess the effect these new standards  will
have on its consolidated  financial statements but does not believe it will have
a significant effect.

                                      123

<PAGE>


ITEM 19. EXHIBITS

List of Financial Statements

Reference  is  made  to  Item  18 of  this  annual  report  which  contains  the
independent  auditors report,  the accounting  principles used, the Consolidated
financial  statements and the notes to the Consolidated  financial statements as
well as an index thereof.

List of Exhibits

1.1  Articles of  Association  of Royal  Ahold,  incorporated  by  reference  to
     Exhibit 1 to Royal Ahold's Report on Form 6-K, dated July 30, 2001.
10.1 Consent of Deloitte and Touche, Accountants,  independent auditors of Royal
     Ahold.

List of subsidiaries and affiliates of Royal Ahold-As of December 30, 2001

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

           The Netherlands
           Albert Heijn B.V., Zaandam
           Albert Heijn Franchising B.V., Zaandam
           Gall & Gall B.V., Hoofddorp
           Etos B.V., Zaandam
           Jamin Winkelbedrijf B.V., Oosterhout
           De Tuinen B.V., Rijswijk
           Schuitema N.V. (73%), Amersfoort

           Portugal
           Jeronimo Martins Retail sgps S.A. (49%), Lisbon
           - Gestiretalho S.A., Lisbon
           - Pingo Doce S.A., Lisbon
           - Feira Nova S.A., Lisbon
           - Funchalgest S.A. (50%), Madeira

                                      124

<PAGE>


          Czech Republic
           Ahold Tsjechie B.V., Zaandam, The Netherlands
           - Ahold Czech Republic Holding A.S., Prague
           - ZIOS A.S. (98%), Brno

           Slovakia
           Ahold Slowakije B.V., Zaandam, The Netherlands
           -Ahold Retail Slovakia, k.s., Bratislava
           -Ahold Retail Slovakia, s.r.o., Bratislava

           Spain
           Ahold Iberia B.V., Zaandam, The Netherlands
           - Ahold Supermercados S.L., Madrid
           -Superdiplo S.A., Malaga
           -Pio Coronado S.A., Las Palmas de Gran Canaria
           -Cemetro S.L. Las Palmas de Gran Canaria

           Poland
           Ahold Polska B.V., Zaandam, The Netherlands
           - Ahold Polska Sp. z o.o., Krakow

           Scandinavia and the Baltics
           ICA Ahold AB (50%), Solna, Sweden
           - ICA Handlarnas AB, Solna, Sweden
           - Hakon Gruppen AS, Oslo, Norway
           - ICA Baltic AB, Solna, Sweden
           - ICA Denmark A.S., (50%) Copenhagen Denmark

           Latin America
           Ahold Brazil B.V., Zaandam, The Netherlands
           -Bompreco S.A. Supermercados do Nordeste, Recife, Brazil
             -   Bompreco Bahia S.A., Salvador, Brazil
           -Hipercard Administradora de Cartao de Credito Ltda., Recife, Brazil
           Disco Ahold International Holdings N.V. (56%), Curacao,
           Netherlands Antilles
           -Santa Isabel S.A. (70%), Santiago, Chile
             -   Supermercados Santa Isabel S.A., Lima, Peru
             -   Supermercados Stock, Asuncion, Paraguay
             -   Supermaercado Agas SAC
           -Disco S.A., Buenos Aires, Argentina
           Paiz Ahold N.V. (50%), Curacao, Netherlands Antilles
           -La Fragua S.A. (81%), Guatemala City, Guatemala
             -   Operadora del Oriente S.A. de C.V., Tegucigalpa, Honduras
             -   Operadora del Sor S.A. de C.V., San Salvador, El Salvador
           Asia
           CRC Ahold Co. Ltd., Bangkok, Thailand
           TOPS Retail Sdn Bhd, Kuala Lumpur, Malaysia
           PT Putra Serasi Pioneerindo, Indonesia (70%)

           Food Service
           United States

                                      125

<PAGE>


           - U.S. Foodservice Inc., Columbia, Maryland
           - PYA/Monarch Inc., Greenville, South Carolina
           - Alliant Exchange, Inc., Columbia, Maryland

           The Netherlands
           Deli XL B.V., Ede
           - Bert Muller B.V., Almere

           Belgium
           Deli XL N.V./S.A., Brussels

           Scandinavia
           ICA Menyforetagen AB, (Subsidiary of ICA Ahold AB) Solna, Sweden

           Real Estate
           United States
           Ahold Real Estate Company, Chantilly, Virginia
           Ahold Real Properties LLC, Chantilly, Virginia

           The Netherlands
           Nefater B.V., Zaandam
           Ahold Vastgoed B.V., Zaandam
           - Ahold Real Estate Spain B.V., Zaandam
           - Ahold Real Estate Poland B.V., Zaandam
           - Ahold Real Estate Slovakia B.V., Zaandam
           - Ahold Real Estate Czech Republic B.V., Zaandam
           Ahold Inmobiliaria Espana, S.L., Madrid, Spain

           Other
           Ahold Accounting Plaza B.V. (51%), Wormer, The Netherlands
           Ahold Nederland B.V., Zaandam, The Netherlands
           Ahold USA. B.V., Zaandam, The Netherlands
           Ahold Finance B.V., Zaandam, The Netherlands
           Ahold Finance Europe B.V., Zaandam, The Netherlands
           Ahold Finance Netherlands B.V., Zaandam, The Netherlands
           Ahold Americas Holdings Inc., Chantilly, Virginia, United States
           Ahold USA. Inc., Wilmington, Delaware, United States
           Ahold Finance USA. Inc., Wilmington, Delaware, United States
           Ahold Financial Services LLC, Carlisle, Pennsylvania, United States
           Ahold Information Services Inc., Greenville, South Carolina,
            United States
           Ahold Insurance N.V., Curacao, Netherlands Antilles
           Ahold Investment N.V., Curacao, Netherlands Antilles
           Ahold Belgie N.V., Brussels, Belgium
           Ahold Retail Services A.G., Klosters, Switzerland
           Ahold Global Commodity Trading A..G., Zug, Switzerland
           Croesus Inc., Wilmington, Delaware, United States
           Jeronimo Martins Retail Services S.A. (49%), Klosters, Switzerland
           Swallow Retail Operations B.V., Zaandam, The Netherlands
           Ahold Coffee Company B.V., Zaandam, The Netherlands
           Ahold Europeon Sourcing B.V., Zaandam, The Netherlands

           Ahold Lease USA Inc., Delaware, The United States

                                      126

<PAGE>


          Unconsolidated subsidiaries and affiliates
          Luis Paez S.A. (50%), Jerez de la Frontera, Spain
          -  Bodegas Williams & Humbert S.L., Jerez de la Frontera, Spain

          Statoil Detaljhandel Scandinavia A.S., Oslo, Norway (a 50% subsidiary
          of ICA Ahold AB)
          ICA Banken AB, Solna, Sweden (an associated company of ICA Ahold AB)

          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,  we availed ourselves 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 Nefater B.V.


                                      127

<PAGE>


SIGNATURES

Pursuant to the  requirements  of Section 12 of the  Securities  Exchange Act of
1934,  Royal Ahold hereby  certifies that it meets all of the  requirements  for
filing on Form 20-F and has duly caused  this Annual  Report to be signed on its
behalf by the undersigned, thereunto duly authorized.




Koninklijke Ahold N.V.
/s/ Cees H. van der Hoeven
President of the Corporate Executive Board

April 9, 2002


                                      128

<PAGE>




KONINKLIJKE AHOLD N.V.

ANNUAL REPORT ON FORM 20-F

Index of Exhibits Filed as Exhibits with the Annual Report on Form 20-F


10.1 Consent of Deloitte and Touche, Accountants,  independent auditors of Royal
     Ahold.


                                      129