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  As Of               Filer                 Filing     As/For/On Docs:Pgs              Issuer               Agent

10/23/03  Royal Ahold                       20-F       12/29/02   11:786                                    RR Donnelley/FA

Document/Exhibit                   Description                      Pages   Size 

 1: 20-F        Annual Report of a Foreign Private Issuer           HTML  4,010K 
 2: EX-4.1      Appointment Agreement Between the Company and D.G.     2     13K 
                          Eustace Dated 3/5/03                                   
 3: EX-4.2      Amended & Restated Employment Agreement Between        6     30K 
                          the Company & Anders Moberg                            
 4: EX-4.3      Employment Agreement Between the Company and Hannu     6     30K 
                          Ryopponen                                              
 5: EX-4.4      Credit Facility Dated As of March 3, 2003            101    350K 
 6: EX-4.5      Credit Facility Dated As of July 18, 2002             98    344K 
 7: EX-10.1     Consent of Deloitte & Touche Accountants,           HTML     10K 
                          Independent Auditors to the Company                    
 8: EX-10.2     Certification of Ceo Pursuant to Section 302 of        2     12K 
                          the Sarbanes-Oxley Act of 2002                         
 9: EX-10.3     Certification of Cfo Pursuant to Section 302 of        2     12K 
                          the Sarbanes-Oxley Act of 2002                         
10: EX-10.4     Certification of Ceo Pursuant to Section 906 of        1      9K 
                          the Sarbanes-Oxley Act of 2002                         
11: EX-10.5     Certification of Cfo Pursuant to Section 906 of        1      9K 
                          the Sarbanes-Oxley Act of 2002                         

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

(Mark One)

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:

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 [ü] No [    ]

Indicate by check mark which financial statement item the registrant has elected to follow.

Item 17 [    ] Item 18 [ü]

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INTRODUCTION

In this annual report on Form 20-F for the fiscal year ended December 29, 2002, we are restating our consolidated financial statements for fiscal 2001 and fiscal 2000 to reflect certain accounting adjustments. We have also recorded correcting accounting adjustments that are reflected in our fiscal 2002 consolidated financial statements. Although these accounting adjustments primarily relate to fiscal 2002, fiscal 2001 and fiscal 2000, certain adjustments relate back to fiscal 1999, fiscal 1998 and prior periods. As a result, the figures for fiscal 1999 and fiscal 1998 included in the five-year summary data contained herein have been restated to reflect the applicable adjustments discussed herein. These accounting adjustments were primarily made to address accounting irregularities and other accounting errors made by us and our subsidiaries in the application of accounting principles generally accepted in The Netherlands (“Dutch GAAP”) and accounting principles generally accepted in the United States (“US GAAP”) and to address other issues identified or confirmed through investigations performed by outside law firms and forensic accountants and during the fiscal 2002 year-end audit of our financial statements. Upon review of the aggregate impact of all of these adjustments, we concluded that restating our consolidated financial statements for fiscal 2001 and fiscal 2000 was required. Unless otherwise indicated, all financial data included in this annual report gives effect to these restatements. For additional information, please see Item 5 “Operating and Financial Review and Prospects—Restatements, Adjustments and Remedial Actions” and Note 3 to our consolidated financial statements included in Item 18 of this annual report.

As indicated in Item 18 to this annual report, separate financial statements and notes thereto for one current joint venture and one former joint venture have not been included in this annual report and may be required to be included in accordance with Rule 3-09 of Regulation S-X. If such financial statements are required to be so included, they will be included in an amendment to this annual report upon completion of such financial statements in appropriate form for the filing with the U.S. Securities and Exchange Commission (the “SEC”).

General Information

The consolidated financial statements of Koninklijke Ahold N.V., also referred to (together with its consolidated subsidiaries, when the context so requires) as “we,” “us,” “our,” the “Company,” or “Ahold,” appear in Item 18 of this annual report. Our consolidated financial statements are prepared in accordance with Dutch GAAP. Dutch GAAP differs in certain material respects from US GAAP. The differences between Dutch GAAP and US GAAP relevant to us are explained in Note 32 to our consolidated financial statements included in Item 18 of this annual report.

Koninklijke Ahold N.V. is domiciled in The Netherlands, which is one of the member states of the European Union (the “European Union” or the “EU”) that has adopted the Euro (“Euro” or “EUR”) as its currency. Prior to fiscal 1999, the reporting currency of our financial statements was the Dutch guilder (“NLG”). Effective from fiscal 1999, we have adopted the Euro 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 1998 included in this annual report was originally stated in Dutch guilders, 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 (“dollar,” “US dollar” or “USD”) are among the factors that have influenced year-to-year comparability of our consolidated results of operations and financial position. For additional information, please see Item 3 “Key Information—Exchange Rates.”

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

Forward-Looking Statements

Certain statements contained in this annual report are “forward-looking statements” within the meaning of the U.S. federal securities laws. Those statements include, but are not limited to:

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

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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, which only speak as of the date of this annual report. We do not undertake any obligation to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date of this annual report or to reflect the occurrence of unanticipated events, except as may be required under applicable securities laws.

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.

For additional information on these forward-looking statements and the factors that could cause actual results to differ materially from future results expressed or implied by these forward-looking statements, please see Item 3 “Key Information—Risk Factors.”

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PART I

Not applicable.

Not applicable.

Selected Financial Data

The selected consolidated financial data set forth below should be read in conjunction with our consolidated financial statements contained in Item 18 of this annual report. As a result of certain accounting irregularities and errors, the data set forth below under Dutch GAAP and US GAAP have been restated, as discussed in the “Introduction” above. For a description of the adjustments resulting from the restatement of our fiscal 2001 and fiscal 2000 consolidated financial statements, and certain correcting adjustments reflected in our fiscal 2002 consolidated financial statements, please see Item 5 “Operating and Financial Review and Prospects—Restatements, Adjustments and Remedial Actions” and Notes 3 and 32 to our consolidated financial statements included in Item 18 of this annual report.

Consolidated Statements of Operations Data

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Consolidated Balance Sheet Data

For a discussion of the principal differences between US GAAP and Dutch GAAP relevant to us, please see Note 32 to our consolidated financial statements included in Item 18 of this annual report. For information about material acquisitions, divestitures, consolidations and deconsolidations affecting the periods presented, please see Item 4 “Information on the Company,” Item 5 “Operating and Financial Review and Prospects” and Note 4 to our consolidated financial statements included in Item 18 of this annual report. For information on the changes in share capital, please see Note 21 to our consolidated financial statements included in Item 18 of this annual report.

Fiscal Year and Interim Reporting

Our fiscal year generally consists of 52 weeks and ends on the Sunday nearest to December 31 of each calendar year, with the subsequent fiscal year beginning on the following Monday. Fiscal 2002 contained 52 weeks and ended on December 29, 2002. Fiscal 2001 contained 52 weeks and ended on December 30, 2001. Fiscal 2000 and fiscal 1999 also contained 52 weeks and ended on December 31, 2000 and January 2, 2000, respectively. Fiscal 1998 ended on January 3, 1999 and contained 53 weeks.

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The quarters that we use for interim financial reporting are determined as follows:

The fiscal year for our subsidiary USF, is also a 52- or 53-week year with its fiscal year ending on the Saturday closest to December 31. USF’s quarters are each 13-week periods except for 53-week years, which have a 14-week fourth quarter. The fiscal year of our operations in Spain, Central Europe, Latin America, Thailand and Indonesia and our treasury center in Belgium corresponds to the calendar year and ends on December 31. The quarters that these entities use for interim financial reporting end on March 31, June 30 and September 30.

Exchange Rates

The weighted average rate of the dollar per Euro that we used in the preparation of our consolidated financial statements was:

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

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 (the “noon buying rate”).

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 = USD 1.0438, which is equal to the exchange rate that we used in the preparation of our fiscal 2002 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 the relevant reporting period. We have translated certain foreign currency statement of operations amounts included in this annual report into Euros using the weighted average exchange rate during the relevant reporting period.

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Prior to fiscal 1999, we utilized the Dutch guilder as our reporting currency. Beginning in fiscal 1999, we adopted the Euro as our reporting currency. As part of the introduction of the Euro in most member states of the European Union, the exchange rate between the legacy currencies and the Euro was fixed on January 1, 1999. Accordingly, we have converted the historical 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 financial information for the periods prior to January 1, 1999, will not be comparable to the financial information of other companies that report in Euros and that restated amounts from a different currency than the one previously used by us.

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 US dollar per Euro:

The following table sets forth, for the nine-month period from January 1, 2003, through September 30, 2003, the high and low noon buying rates of the dollar against the Euro. The noon buying rate of the US dollar against the Euro as of October 14, 2003, was USD 1.1724 = EUR 1.

Fluctuations in the exchange rates 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 our 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 our American Depositary Shares (“ADSs”) listed on the New York Stock Exchange (the “NYSE”). Such fluctuations will also affect the dollar amounts received by holders of our ADSs on conversion by The Bank of New York, as depositary, of cash dividends, if any, paid in Euros on the common shares represented by the ADSs.

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Dividends

Prior to fiscal 2003, we customarily declared dividends on our common shares twice a year. An interim dividend was proposed by our Corporate Executive Board and, with the approval of our Supervisory Board, was generally paid in September of each year. The proposed total dividend for the fiscal year was approved by the annual General Meeting of Shareholders, which typically has been held in May, and the second, or final, portion of the total yearly dividend was paid after this meeting. We declared an interim dividend for fiscal 2002 in August 2002 which was paid in September 2002 out of reserves. On March 5, 2003, we announced that we would not pay a final dividend on our common shares in respect of fiscal 2002 in order to strengthen our financial position. Any future determination relating to our dividend policy regarding our common shares will be made at the discretion of our Corporate Executive Board and our Supervisory Board and will depend on a number of factors, including future earnings, capital requirements, financial condition, restrictions in credit facilities, future prospects and other factors our Corporate Executive Board and our Supervisory Board may deem relevant.

We declared our dividends for fiscal 1998 in Dutch guilders. Effective fiscal 1999, dividends have been declared in Euros. For purposes of the table below, we have converted dividend amounts that were paid in Dutch guilders in fiscal 1998 to Euros using the fixed rate, as discussed in “Exchange Rates” above in this Item 3.

The following table gives certain information relating to dividends declared in the years indicated.

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Risk Factors

The following discussion of risks relating to our business and the recent developments at Ahold should be read carefully in connection with evaluating our business, prospects and the forward-looking statements contained in this annual report. Any of the following risks could materially adversely affect our financial condition, results of operations and liquidity and the actual outcome of matters as to which forward-looking statements contained in this annual report are made. The risks described below are not the only ones facing us. Additional risks not currently known to us or that we currently believe are immaterial may also materially adversely affect our financial condition, results of operations and liquidity. For additional information regarding forward-looking statements, please see the discussion on “Forward-Looking Statements” in the “Introduction” above and Item 5 “Operating and Financial Review and Prospects.”

Risk Factors Relating to Recent Developments

Results of pending and possible future legal proceedings and investigations could have a material adverse effect on our financial condition, results of operations and liquidity.

On February 24, 2003, we announced that net earnings and earnings per share for fiscal 2002 would be significantly lower than previously indicated and that we would be restating our earnings for fiscal 2001 and fiscal 2000 because of accounting irregularities at one of our operating subsidiaries, USF, and because certain of our joint ventures had been improperly consolidated. In addition, we announced that we were conducting our own forensic investigations into accounting irregularities at USF and the legality and accounting treatment of certain questionable transactions uncovered at Disco S.A. (“Disco”), our Argentine subsidiary. We also announced that our chief executive officer and chief financial officer would resign. U.S. and non-U.S. governmental and regulatory authorities initiated civil and criminal investigations of us and certain of our subsidiaries and numerous civil lawsuits were filed in the United States naming Ahold and certain of our current and former directors, officers and employees as defendants. The criminal and civil investigations include investigations by the U.S. Department of Justice, the U.S. Department of Labor, the SEC, the NYSE, the National Association of Securities Dealers (the “NASD”), the Dutch Public Prosecutor, The Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten) (the “AFM”) and Euronext. For a further discussion of these legal proceedings and investigations, please see Item 8 “Financial Information—Litigation and Legal Proceedings.”

We are cooperating fully with the investigations and are defending the civil lawsuits, including class action suits, filed against us. However, we cannot predict when these investigations or legal proceedings will be completed or the likely outcome of any of the investigations or legal proceedings. It is possible that they could lead to criminal charges, civil enforcement proceedings, additional civil lawsuits, settlements, judgments and/or consent decrees against us (and our subsidiaries), and that, as a result, we will be required to pay fines and damages, consent to injunctions on future conduct, lose the ability to conduct business with government instrumentalities or suffer other penalties, each of which could have a material adverse effect on our financial condition, results of operations and liquidity.

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In addition, we may be obligated to indemnify our current and former directors, officers and employees, as well as those of some of our subsidiaries, for fines, liabilities, fees or expenses that they may face as a result of the pending and possible future litigation and investigations, and to advance to or reimburse such persons for defense costs, including attorneys’ fees, as discussed in the risk factor “We may have insufficient directors’ and officers’ liability insurance” in this Item 3.

Because of the difficulty of predicting the outcomes of these investigations and legal proceedings, we have not, in accordance with Dutch GAAP and US GAAP, established a provision for the costs, if any, that may be associated with any such outcomes. The effects and results of these various investigations and legal proceedings, including the ultimate determination regarding our indemnity obligations and the extent of our insurance coverage, could have a material adverse effect on our financial condition, results of operations, cash flows and liquidity.

Under Dutch corporate law, shareholders could initiate proceedings leading to an investigation of our management policies or bring other legal actions against us that could have a material adverse effect on our business, financial condition and liquidity.

Shareholders representing at least 10% of our outstanding share capital, or in the aggregate holding shares with a par value of EUR 225,000 or more, could initiate proceedings with the Enterprise Chamber (Ondernemingskamer) of the Amsterdam Court of Appeals to investigate our management policies and the conduct of our business. If the Enterprise Chamber determines that there are good reasons to doubt the proper management of our affairs, it may appoint experts to conduct investigations and prepare reports at our expense. If, on the basis of these reports, the Enterprise Chamber renders a finding of corporate misconduct, it may order, at the request of the petitioners of the investigation proceedings, the advocate-general of the Enterprise Chamber, or, if the report has been made available by the Enterprise Chamber to the public at large, any interested party, that one or more measures be taken. These measures may include suspension or annulment of resolutions of our Corporate Executive Board, Supervisory Board and General Meeting of Shareholders, the suspension or dismissal of members of the Corporate Executive Board or Supervisory Board, the temporary appointment of one or more persons to our Corporate Executive Board or Supervisory Board, the temporary deviation from certain provisions of our Articles of Association and the temporary transfer of shares to a nominee. The Enterprise Chamber may even order our dissolution, although we consider this highly unlikely. In addition, the Enterprise Chamber may order a wide range of temporary measures during the proceedings. Investigations or legal proceedings, if initiated against us, could severely distract our management and may lead to additional negative publicity. A finding of corporate misconduct could result in further civil claims being brought against us and against current and former members of our Corporate Executive Board and Supervisory Board and employees. Future investigations and legal proceedings could have a material adverse effect on our financial condition, results of operations and liquidity.

We have identified weaknesses in our internal control processes and procedures and may face difficulties in strengthening, improving and maintaining our internal accounting systems and controls.

In addition to the various accounting issues described in the risk factor “Results of pending and possible future legal proceedings and investigations could have a material adverse effect on our financial condition, results of operations and liquidity,” above in this Item 3, the forensic investigations also identified or confirmed numerous weaknesses in our internal control processes and procedures. Over 275 items relating to weaknesses in our internal controls were raised by the investigations. We have created a special task force reporting to the Audit Committee, now chaired by our new Chief Financial Officer and composed of senior finance, legal and internal audit executives of Ahold and supplemented by external advisors to identify, develop and implement steps to strengthen our internal control processes and procedures as well as to address the accounting issues that were identified. We intend to implement many of the required changes to our internal controls that we believe are critical by the end of fiscal 2003 and to implement remaining changes in fiscal 2004. For a further discussion of the task force and management’s responses to the weaknesses in internal controls, please see Item 5 “Operating and Financial Review and Prospects—Restatements, Adjustments and Remedial Actions—Remedial Actions” and Item 15 “Controls and Procedures.”

We will need time to identify, develop and implement changes and improvements to our internal accounting systems and controls. The failure to implement, or delays in implementing, all required changes and improvements to our internal controls and any failure to maintain such control could adversely affect us. We may, however, face difficulties in implementing and maintaining such systems and controls. We will also need to commit substantial resources, including time from our management teams, to implement improved systems and controls, which could have a material adverse effect on our financial condition, results of operations and liquidity.

We may not be successful in implementing our new strategy, which could have a material adverse effect on our financial condition, results of operations and liquidity.

Following the announcement on February 24, 2003, and the replacement of our chief executive officer and chief financial officer, our new senior management team has devoted itself to rectifying the issues raised by the accounting irregularities and to familiarizing itself with our extensive operations, while at the same time focusing on developing an appropriate strategic framework for the Company going forward. At the General Meeting of Shareholders on September 4, 2003, our new President and Chief Executive Officer, Anders Moberg, announced the key elements of this

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new framework, including in particular the integration and simplification of our information technology platforms and administrative systems throughout our businesses. He also highlighted, as a core element of our ability to implement this new strategy, the need to create a common, and more positive, corporate culture across our operations following the negative impact on the Company resulting from the issues that we announced on February 24, 2003, and the related internal and external investigations and events. Although our senior management is now focusing on improving our corporate culture and on implementing our new strategy, we may not be able to effect such an improvement or successfully implement the new strategy once it is fully formulated, which could have a material adverse effect on our financial condition, results of operations and liquidity.

Our failure to carry out our plan to rebuild USF and return it to profitability would significantly lower our future earnings.

USF accounts for a substantial portion of our consolidated operating income. Although we intend to rebuild USF to restore its value and improve its profitability, our plan may not be successful. Our focus and the focus of the remaining senior management at USF has been diverted from operations and customer service to a focus on resolving accounting issues and rebuilding USF’s management team. Our focus on accounting, internal controls and related issues has also delayed the integration of Alliant Exchange, Inc. (“Alliant”) and other smaller acquisitions into USF, delaying our ability to fully realize synergies from this integration. In addition, we will need to significantly improve USF’s gross profit margins by improving the terms of its purchasing programs, which will involve discussions with USF’s vendors which began in late fiscal 2003, as well as improving sales of its private label products and the portion of its sales made to higher margin customers. We cannot assure you that we will be able to obtain more favorable terms or improve sales of these products or to these customers, or that USF’s gross profit margins will improve. Our inability to rebuild USF, manage the integration of previously acquired businesses or improve the terms of USF’s purchasing programs could have a material adverse effect on our financial condition, results of operations and liquidity. For additional information, please see Item 5 “Operating and Financial Review and Prospects—Strategic Outlook—Outlook for Fiscal 2003—Food Service in the United States: Fiscal 2003.”

Our inability to reverse the negative perception of us may continue to adversely affect our business.

The issues that we announced on February 24, 2003, the related internal and external investigations and events and our related public announcements have had a negative impact on the public’s perception of us. If, due to the disclosures we have made and related negative publicity or otherwise, our current and potential customers and vendors continue to perceive us as having a tarnished reputation or financial difficulties, our customers may decide not to shop in our stores or purchase products from us, or our vendors may not supply us with their products or services or supply these products and services to us on less favorable terms or, as has occurred in a number of instances, hold us strictly to the terms of our vendor contracts or reduce the amount of trade credit extended to us. In addition, we may find it difficult, or we may be unable, to reverse the reputational consequences of this negative publicity. Continuing negative publicity or lasting reputational damage could have a material adverse effect on our financial condition, results of operations and liquidity.

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Our new and interim management faces significant challenges.

As a consequence of the recent events at Ahold, some members of our Corporate Executive Board and management team and some members of management at our subsidiaries were replaced by new and interim directors and officers. It will take some time for the new and interim members of our Corporate Executive Board and the new and interim management team members to learn about our various businesses and to develop strong working relationships with our operating managers at our various subsidiary companies. Our management teams’ ability to complete this process is hindered by their need to spend significant time and effort dealing with internal and external investigations, developing effective governance procedures, strengthening reporting lines and reviewing and improving internal controls and systems. While management is addressing these issues, we cannot assure you that our business and operations will not be affected in the near term in light of the significant attention management is required to devote to these other matters.

We may be unable to attract or retain personnel who are integral to the success of our business given the uncertainties that we face and may continue to face in the foreseeable future.

If our financial condition does not improve or if we are unable to attract financing or refinance our indebtedness in the future, there is a risk that personnel who are integral to the success of our business will leave, disrupting our ability to achieve our short- and long-term goals. In addition, if we fail to maintain adequate directors’ and officers’ liability insurance, our ability to retain or attract directors and officers could be adversely affected, which would adversely affect our business.

Although we have an equity-based compensation plan and have retention agreements with key employees and directors, we cannot assure you that these measures will be effective, which could materially hinder our ability to successfully execute our strategic plans within the expected time frame and thus have a material adverse effect on our financial condition, results of operations and liquidity.

We may have insufficient directors’ and officers’ liability insurance.

We may be required to indemnify various current and former directors, officers and employees, as well as those of some of our subsidiaries, for any fines, liabilities, fees or expenses that they may face as a result of the pending and possible future legal proceedings and investigations discussed above, and to advance to or reimburse such persons for defense costs, including attorneys’ fees. We have directors’ and officers’ liability insurance, but one or more of our insurance carriers may decline to pay on our policies, or such coverage may be insufficient to cover our expenses and liabilities, if any, in some or all of these matters. We renewed our directors’ and officers’ liability insurance effective as of July 1, 2003, at rates substantially higher than in the past, and we cannot assure you that the rates will not increase further. To the extent that we do not have adequate insurance, our indemnification obligations could have a material adverse effect on our financial condition, results of operations and liquidity.

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The SEC may require amendments to this annual report, as well as additional disclosure upon reviewing it.

As a result of the recent events at Ahold, and because we are filing this annual report after the filing deadline set by the SEC, it is likely that this annual report will be reviewed and commented on by the SEC. Although we believe that we have addressed all of our material accounting issues and satisfied all of our disclosure obligations in connection with this annual report, the SEC may not agree with our accounting adjustments, may raise new accounting and disclosure issues and may require us to amend this annual report or prior filings. This may delay any potential financing or refinancing transactions we may contemplate undertaking, and could adversely affect the public’s perception of Ahold, which could have a material adverse effect on our financial condition, results of operations and liquidity.

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Risk Factors Relating to Our Liquidity

Our substantial indebtedness could adversely affect our financial condition, results of operations and liquidity and could restrict our ability to obtain additional financing in the future.

We have substantial indebtedness. As of fiscal year-end 2002, we had approximately EUR 12.9 billion of total debt, including capitalized lease commitments of EUR 2.3 billion and the current portion of long-term debt of approximately EUR 1.3 billion and approximately EUR 1.1 billion of short-term debt. In addition to the obligations recorded on our balance sheet, we also have various commitments and contingencies that may result in significant future cash requirements. For additional information about our commitments and contingent liabilities, please see the discussion in Item 5 “Operating and Financial Review and Prospects—Liquidity and Capital Resources—Contractual Obligations” and “Other Off-Balance Sheet Arrangements” and Note 30 to our consolidated financial statements included in Item 18 of this annual report.

As a result of the issues that we announced on February 24, 2003, and the related events, and their potential impact on compliance with financial covenants in our then-existing credit facilities, we entered into a new credit facility in March 2003, as described in Item 10 “Additional Information—Material Contracts—2003 Credit Facility” (the “2003 Credit Facility”). Although the terms of the 2003 Credit Facility and certain other debt instruments contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of qualifications and exceptions and we can incur additional indebtedness as long as we comply with these restrictions. To the extent we incur new debt, the substantial leverage risks discussed in this annual report would increase. For additional information on our liquidity and leverage, please see Item 5 “Operating and Financial Review and Prospects—Liquidity and Capital Resources.”

Our level of indebtedness could affect our operations in the following ways:

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Furthermore, our substantial leverage may place us at a competitive disadvantage, as we will be unable to direct as much of our resources toward expanding and improving our business compared to our less-leveraged competitors. As a result, we may lose market share and experience lower sales, which could have a material adverse effect on our financial condition, results of operations and liquidity.

If we are not able to comply with the restrictive and financial covenants contained in our debt instruments, our financial condition and liquidity could be materially adversely affected.

The 2003 Credit Facility requires us and some of our subsidiaries to comply with various financial and non-financial covenants that may significantly restrict, and in some cases may prohibit, our ability and the ability of those subsidiaries to incur additional debt, create or incur liens, pay dividends or make other equity distributions, create restrictions on the payment of dividends or other amounts by those subsidiaries, make loans, acquisitions and investments, incur capital expenses, sell assets, issue or sell the equity of subsidiaries and retire or defease certain debt. It also requires us to maintain an interest coverage ratio of 2.25:1, determined on a rolling four-quarter average basis. The methodology on which this ratio will be based is currently being discussed between us and our lenders, in light of our accounting for the deconsolidation of joint ventures. We have reached an agreement with the lenders under the 2003 Credit Facility that the quarterly certificates of compliance will not be required until quarterly financial statements for fiscal 2003 are available. Our accounts receivable securitization programs contain covenants that require us to maintain specific financial ratios, including accounts receivables performance measures, and certain of our derivative instruments also contain financial and restrictive covenants. In addition, our Euro Medium Term Note (“EMTN”) program, our other outstanding debt instruments, and some of our operating leases restrict our ability to pledge our assets and/or incur debt and contain various other restrictive covenants. For additional information on the 2003 Credit Facility, please see Item 5 “Operating and Financial Review and Prospects—Liquidity and Capital Resources—Cash Flows—Credit Facilities” and Item 10 “Additional Information—Material Contracts—2003 Credit Facility.” For additional information on our accounts receivable securitization programs, please see Item 5 “Operating and Financial Review and Prospects—Liquidity and Capital Resources—Other Off-Balance Sheet Arrangements—Accounts Receivable Securitization Programs.” For additional information on our EMTN program, please see Item 5 “Operating and Financial Review and Prospects—Liquidity and Capital Resources—Cash Flows” and Item 10 “Additional Information—Material Contracts—Accounts Receivable Securitization Programs.”

In the event that we were to fail to meet any of these covenants, were unable to cure any breach or obtain consents to waivers of non-compliance with or otherwise renegotiate these covenants, or fail to reach an agreement with our lenders (under the 2003 Credit Facility) on what methodology the financial ratio calculations in the facility should be based, the lenders under the 2003 Credit Facility and under our other credit agreements and debt instruments, counterparties to our derivative instruments and lessors under some of our operating leases would be able to elect to accelerate their final maturities and in some cases would have significant rights to sell or otherwise enforce upon the assets we have pledged to support our obligations. The counterparties under these various contracts could also require us, among other things, to pay penalties, support our obligations with letters of credit or renegotiate for less favorable terms.

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Our failure to repay amounts under, or our default on, any covenants in, the 2003 Credit Facility and other debt arrangements, including some of our derivative agreements and operating leases, could also result in cross-accelerations and cross-defaults under the terms of our other indebtedness, including our outstanding bonds, several of our operating leases and our derivative instruments, and also could result in our derivative agreements being terminated or our committed and uncommitted credit lines being cancelled, reduced or restricted, either to the amount of borrowings outstanding at the time or else with respect to the use of those borrowings, which could have a material adverse effect on our financial condition, results of operations and liquidity. It is unlikely that we would be able to repay all of this indebtedness if our creditors were to elect their right to accelerate the final maturities thereof.

We and our subsidiaries require a significant amount of cash to service and repay our debt and to fund continuing operations.

The timely payment of amounts due in the near-term on our outstanding indebtedness and the continued funding of our business will require significant cash resources. As of fiscal year-end 2002, EUR 1.3 billion, EUR 56 million and EUR 2.5 billion of our outstanding long-term debt, excluding borrowings under our USD 2 billion revolving credit facility, dated as of July 18, 2002 (the “2002 Credit Facility”), which was replaced by the 2003 Credit Facility, and including amounts which have been paid as of October 15, 2003, as described in Item 5 “Operating and Financial Review and Prospects—Liquidity and Capital Resources— Cash Flows—Other Borrowings,” will become due and payable in fiscal 2003, fiscal 2004 and fiscal 2005, respectively. In addition, as of October 3, 2003, we had USD 750 million and EUR 600 million drawn in loans and USD 353 million in letters of credit issued under the 2003 Credit Facility, which expires on February 23, 2004. Borrowings under the 2003 Credit Facility mature at the end of their respective interest periods, typically every two weeks, although we intend to roll them over until the maturity of the facility or its refinancing.

Business challenges arising as a result of the February 24, 2003 announcement and related developments, including credit rating downgrades, have negatively impacted our liquidity. We will continue to assess our liquidity position and potential sources of supplemental liquidity in view of our operating performance and other relevant circumstances. Because our cash flow from operations alone will be insufficient to repay all of our maturing indebtedness, our ability to have sufficient liquidity, especially in the next two years, will depend on, among other things:

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If we are not able to meet our funding and scheduled indebtedness repayment requirements as they mature or to fund our liquidity needs with cash from operations, proceeds from asset divestitures or funds obtained through the capital markets, bank loans or otherwise, or if funds from these sources are not available on a timely basis or on satisfactory terms, we and our subsidiaries may be forced to reduce or delay our business activities or restructure or refinance all or a portion of our debt on or before maturity. In addition, if our estimates of our cash flow, expenses or capital or liquidity requirements are inaccurate or these requirements change, we may need to raise additional funds. As a consequence of the issues that we announced on February 24, 2003, and the related events, the downgrades of our credit ratings, our consolidated net losses for fiscal 2002, our high debt level and the pledge of a substantial portion of our assets to secure this indebtedness, it may be more difficult or impossible for us to refinance our debt, raise additional funds and improve our liquidity on terms that are favorable to us. If we are unable to raise additional financing when needed, this could materially adversely affect our financial condition, results of operations and liquidity. For additional information, please see Item 5 “Operating and Financial Review and Prospects—Liquidity and Capital Resources.”

The downgrades of our credit ratings, coupled with our accounting and the other issues that we announced on February 24, 2003, and the related events, have harmed our ability to access capital markets and may make it more difficult for us to issue debt or equity. Our strategy to strengthen our balance sheet and improve our liquidity, therefore, depends in part on our ability to successfully divest assets.

Because of the issues we announced on February 24, 2003, and the related events, including our credit rating downgrades, our access to the capital markets is limited. As a result, to reduce our substantial debt obligations and help meet our short-term financing needs, we are in the process of disposing of a portion of our assets. Because our cash flow from operations alone will be insufficient to repay all of our maturing indebtedness and our access to capital markets may be limited, we will depend in part on the sale of assets to generate sufficient net cash proceeds to repay our maturing debt obligations.

We intend to divest our non-core businesses and consistently underperforming assets, either in whole or in part, in order to strengthen our core operations and enhance our positions in markets where we have achieved, or believe we can achieve, a leading position based on net sales. We have already announced our intention to divest some of our operations in Europe, Latin America and Asia Pacific and to divest Golden Gallon Holdings, LLC (“Golden Gallon”), our fuel and

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convenience store operation in the southeastern United States. Some of these divestitures have been completed, while others have not been completed and may fail to be completed within the expected time frames, or at all. For additional information, please see Item 4 “Information on the Company—Divestments.”

The timing of the sales and the net cash proceeds realized from such sales are dependent on locating and successfully negotiating sales with prospective buyers and, with respect to certain divestitures for which buyers have been found and terms negotiated, on whether the conditions stipulated for the closing of the transaction, such as financing conditions and regulatory approvals, will be met. Other factors that may make it more difficult or impossible to sell some assets are ongoing litigation and investigations, shareholder agreements and minority interests, as well as regulatory approvals with respect to divestments in Brazil. For additional discussion of these factors, please see Item 5 “Operating and Financial Review and Prospects—Restatements, Adjustments and Remedial Actions,” Item 8 “Financial Information—Litigation and Legal Proceedings,” and Note 31 to our consolidated financial statements included in Item 18 of this annual report. Prevailing industry conditions and the requirement to obtain lender consents are additional factors that may affect our ability to divest businesses.

We may not be able to obtain the optimal price for assets that we are selling or plan to sell or we may receive a price that is substantially lower than the price we paid for the assets being disposed of. Furthermore, we may be required to set aside as a reserve a substantial portion of any proceeds that we receive from the sale of these assets against possible contingent liabilities. Also, the attention of management of the subsidiaries we plan to divest may be focused on divestment rather than on operations, which may adversely affect the operations of such subsidiaries and, in turn, reduce the price we may receive for those assets. In addition, our continuing operations may suffer as a result of losing synergies attributable to our ongoing ownership of the assets sold.

If the realized cash proceeds are insufficient or their receipt materially delayed or if substantial portions of consideration must be set aside as a reserve, our ability to pay maturing indebtedness or to implement our strategy may be hindered. In addition, the 2003 Credit Facility limits our ability to dispose of certain assets and requires generally that all net proceeds from asset disposals above certain agreed thresholds be applied to the prepayment of outstanding amounts under the 2003 Credit Facility. We cannot assure you that our divestiture program will prove successful or will not otherwise adversely affect our financial condition, results of operations and liquidity.

Further downgrading of our credit ratings could make it more difficult and expensive to finance our operations and our future operating income could be diminished as a result.

On November 12, 2002, our Baa1 senior unsecured and Baa2 subordinated debt ratings were placed on review for possible downgrade by Moody’s Investors Services (“Moody’s”). On January 17, 2003, Moody’s downgraded our senior unsecured and subordinated debt ratings two notches to Baa3 and Ba1, respectively. On January 24, 2003, Standard & Poor’s Ratings Services (“S&P”) downgraded our long-term local issuer credit and long-term foreign issuer credit rating from BBB+ to BBB with a stable outlook. After the announcements on February 24, 2003, S&P downgraded our long-term foreign issuer credit and long-term local issuer credit two notches from BBB to BB+ with a negative outlook and our short-term foreign issuer credit and

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short-term local issuer credit were downgraded from A-2 to B. The same day Moody’s placed all our ratings on review for possible downgrade and the following day downgraded our senior unsecured debt to B1 and subordinated notes to B2 and at the same time assigned us a Ba3 senior implied rating. All our ratings remain on review for possible downgrade. On May 8, 2003, S&P downgraded our long-term foreign issuer credit and long-term local issuer credit each to BB-, and both remain on negative outlook. These downgrades, as well as the issues that we announced on February 24, 2003, and the related events, have significantly restricted our access to the capital markets.

As a result of the downgrades, some institutional investors, which are required by their internal policies to hold only investment grade securities in their investment portfolios, were compelled to sell our publicly traded securities and some of our vendors have required us to post letters of credit or to provide cash collateral. Further downgrades could result in our vendors’ inability to obtain credit insurance, as a result of which they may require us to post letters of credit or modify payment terms to the extent they have not already done so. In addition, third-party insurance carriers and surety companies have required us to increase the amount of letters of credit and cash collateral we provide to them in connection with the fronting insurance necessary to operate our existing self-insurance programs and the surety bonds required in numerous aspects of our business. These amounts may increase further if there are additional downgrades. For additional information about our insurance programs, please see Item 5 “Operating and Financial Review and Prospects—Liquidity and Capital Resources—Other Off-Balance Sheet Arrangements—Retained or Contingent Interests—Insurance.”

The 2003 Credit Facility contains step-up provisions that increase the interest costs on LIBOR-based loans for each sub-category downgrade below Baa3 (for Moody’s) and BBB- (for S&P). In addition, although currently some of the costs associated with the sale of instruments under our accounts receivable securitization programs are based on the A-1+/P-1 asset-backed commercial paper market, in the event that the purchasers of the instruments, including commercial paper conduits, refuse or are unable to fund the purchases with asset-backed paper, the alternative committed parties that are obligated to purchase the instruments would require that the costs associated with the sale of the instruments be based on the sum of LIBOR and an additional amount based on our then-current credit rating. For a further discussion of the effect that additional downgrades would have on our cost of borrowing, please see Note 24 to our consolidated financial statements included in Item 18 of this annual report.

We may be subject to further downgrades in the future, particularly if the steps we are taking to reduce our indebtedness, such as our planned asset sales, cash flow improvements and refinancing efforts, are not successful. While none of our credit facilities or other debt instruments contain direct events of default that are triggered by such downgrades, additional downgrades by either S&P or Moody’s could exacerbate liquidity concerns, increase our costs of borrowing, result in our being unable to secure new financing or affect our ability to make payments on outstanding debt instruments and comply with other existing obligations, which could have a material adverse effect on our financial condition, results of operations and liquidity.

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Our plan to reduce capital investments and increase cash flow is a significant change from our past growth strategy, and our failure to carry out this plan may have a material adverse effect on our financial condition, results of operations and liquidity.

We have announced a plan aimed at improving our available cash flow and significantly reducing our level of indebtedness. As part of this plan, we are scrutinizing and limiting capital expenditures and have implemented and are implementing cost reduction programs throughout our organization. In addition, we intend, as previously announced, to divest our non-core businesses, either in whole or in part, in an effort to focus on our core operations and enhance our positions in markets where we have achieved or believe we can achieve a leading position based on net sales; however, these plans may not be successful. Furthermore, a reduction in capital expenditures could, especially over a significant period of time, adversely affect our business and make us less competitive, thereby having a material adverse effect on our financial condition, results of operations and liquidity.

In recent years, acquisitions were a key component of our growth strategy. We do not contemplate pursuing additional material acquisitions in the near future. In addition, we have significantly decreased our capital expenditures due to liquidity constraints and expect to continue to curtail capital expenditures for the near future. The decrease in capital expenditures and the implementation of our divestiture program are the results of our need to divert increasing amounts of our financial resources to meet liquidity requirements and to strengthen our financial position. As a result of this reduction in acquisition activity, the divestment of some assets and the concentration of available capital resources to repay indebtedness, we anticipate that we will not experience growth in the foreseeable future that is comparable to the growth we experienced in the recent past and our growth may not be in line with the growth of the markets in which we operate.

Since we are a holding company, our ability to make interest and principal payments on our indebtedness depends on the financial results, and our access to the cash, of our majority-owned subsidiaries.

We are obligated to make interest payments on our indebtedness. In addition, the Stop & Shop Supermarket Company (“Stop & Shop”) and Albert Heijn B.V. (“Albert Heijn”) are borrowers under the 2003 Credit Facility, which matures on February 23, 2004, as a result of which a significant portion of their cash flows goes to paying interest and principal on outstanding borrowings under that facility. Since we are a holding company, we rely on our majority-owned subsidiaries to make distributions to us or lend us money to fund our interest and principal payments, although our ability to receive dividends and inter-company loans from certain material subsidiaries, including Stop & Shop and Albert Heijn, is limited by covenants contained in our debt instruments, including the 2003 Credit Facility. We cannot assure you that our subsidiaries’ financial results or their own liquidity requirements will permit them to make payments or loans to us in amounts sufficient for us to repay our indebtedness as it matures. Please see our previous risk factor “If we are not able to comply with the restrictive and financial covenants contained in our debt instruments, our financial condition and liquidity could be materially adversely affected” above in this Item 3.

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Results of ongoing litigation could cause us to make substantial payments.

We are a party to, or threatened with, various contingent loss situations related to legal proceedings and investigations brought against us, as more fully discussed under “Risk Factors Relating to Recent Developments” above in this Item 3 and in Item 8 “Financial Information—Litigation and Legal Proceedings,” or that may be brought against us in the future. It is possible that we will have to make substantial payments in respect of one or more of these contingent liabilities. Because of the difficulty of predicting the outcomes of these proceedings, we have, in accordance with Dutch GAAP and US GAAP, not established a provision for the costs, if any, that may be associated with any such outcomes. Any significant payments we must make could have a material adverse effect on our financial condition, results of operations and liquidity.

Our current insurance coverage may not be adequate, and insurance premiums and letters of credit and cash collateral requirements for third-party coverage may increase and we may not be able to obtain insurance or maintain our existing insurance at acceptable rates, or at all.

We are insured through a wholly-owned captive insurance provider, primarily in connection with our U.S. subsidiaries, for certain losses related to workers’ compensation and we have in place high deductible programs for general liability, commercial automobile insurance and workers’ compensation. We record a liability provision for this self-insurance program, which is actuarially determined based on claims filed and an estimate of claims incurred but not reported. As part of this self-insurance program, we are required to maintain fronting insurance from third-party insurance companies.

Since fiscal year-end 2002, as a result of the February 24, 2003, announcements and the related developments, as well as issues affecting the U.S. insurance market as a whole, the third-party insurance companies that provide the fronting insurance require us to provide significantly greater amounts of cash collateral, letters of credit and surety bonds in connection with these fronting arrangements, in particular with respect to workers’ compensation coverage. We have also, in some circumstances, been required to replace our self-insurance programs with high deductible programs from third-party insurers at a higher cost. Although we currently are able to provide sufficient letters of credit for our insurance and surety bond requirements, we anticipate that our future letters of credit requirements for our insurance and other cash collateral needs may increase significantly. In this event, we will need to obtain additional financing sources.

It is possible that we may not be able to maintain our self-insurance and high deductible programs or purchase commercial insurance to replace these programs, if necessary. In addition, even if maintained, our self-insurance and high deductible programs may not be adequate to protect us from liabilities that we incur in our business. Our insurance premiums to third-party insurers may increase in the future and we may not be able to obtain similar levels of insurance on reasonable terms or at all. Further, the cash collateral that we provide will not be available to us to fund our liquidity needs. Similarly, the letters of credit and surety bonds that we provide reduce our available capacity under our credit facilities to fund other liquidity needs. The inadequacy or loss of our insurance coverage, or the continued payment of higher premiums, could have a material adverse effect on our financial condition, results of operations and liquidity

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For additional information regarding our self-insurance coverage, please see Item 5 “Operating and Financial Review and Prospects—Liquidity and Capital Resources—Other Off-Balance Sheet Arrangements—Retained or Contingent Interests—Insurance” and Note 23 to our consolidated financial statements included in Item 18 of this annual report.

We may in the future seek to raise funds through equity offerings, which would have a dilutive effect on our common shares and ADSs.

In the future, we may decide to raise capital through offerings of our common shares, cumulative preferred financing shares, securities convertible into our common shares, or rights to acquire such securities. In any such case, the result would ultimately be dilutive to the existing holders of our common shares and ADSs by increasing the number of shares outstanding. We cannot predict the effect such dilution may have on the price of our common shares or ADSs.

The attachment of our shareholdings in Disco by a Uruguayan court could adversely affect our ability to sell Disco.

In April 2003, we announced our intention to divest Disco. Also in April 2003, we were notified that, to secure possible judgments against us in connection with ongoing litigation in Uruguay, a provisional attachment had been ordered of our shares in Disco and Disco Ahold International Holdings N.V. (“DAIH”), our former joint venture with Velox Retail Holdings (“VRH”), and DAIH’s shares in Disco. Ahold and DAIH petitioned courts in Uruguay and Argentina to nullify the attachment order on the ground that it was issued in error. The Argentine court declined to rule on the petitions, allowed the attachment order to stand, and referred the matter back to Uruguay. The Uruguayan court denied our petitions, but we have sought reconsideration and appeal. Although we are vigorously seeking to nullify the attachments, we cannot assure you that we will be able to do so. The attachment of our and DAIH’s shares in Disco could affect our ability to divest Disco, which could have a negative effect on our liquidity. For additional discussion on ongoing litigation in Argentina and Uruguay, please see Item 8 “Financial Information—Litigation and Legal Proceedings—Other Litigation, Investigations and Legal Proceedings.”

We have pledged a substantial portion of our assets under our debt instruments and, therefore, a default on our debt instruments could result in our inability to continue to conduct our business.

A substantial portion of our shareholdings in a number of our largest, wholly-owned subsidiaries, including Albert Heijn, Stop & Shop and Giant Food Inc. (“Giant-Landover”), and some material trademarks of Albert Heijn, Stop & Shop and Giant-Landover, are pledged under the 2003 Credit Facility. These subsidiaries and trademarks are critical to our ability to conduct our business. If we were to default on the 2003 Credit Facility, the lenders would have the ability to sell a portion or all of these assets as necessary to pay the amounts outstanding under the 2003 Credit Facility, and we would no longer own them or be able to use them in our business. For a more detailed discussion of our pledge of these shareholdings and trademarks, please see Item 10 “Additional Information—Material Contracts.”

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Risks Related to Our Industry and Operations

A number of developments, including lower than expected operating performance from competitive pressures and the economic climate, resulted in our taking significant impairment charges during fiscal 2002 and could force us to take significant write-downs in the future.

As a result of the general slow-down or negative economic growth in most regions in which we operate and the increasing competition in certain markets, and in accordance with Raad voor de Jaarverslaggeving (RJ) Rule 121 (“RJ 121”), Impairment of Assets, we recorded goodwill impairment charges of EUR 1.3 billion in fiscal 2002 under Dutch GAAP, primarily relating to Ahold Supermercados, S.L. in Spain (“Ahold Supermercados”), Bompreço S.A. Supermercados do Nordeste (“Bompreço”), G. Barbosa Comercial Ltda. (“G. Barbosa”), Bruno’s Supermarkets, Inc. (“Bruno’s”) and DAIH (through which we held our interests in Disco and Santa Isabel S.A. (“Santa Isabel”)).

Furthermore, we recorded an additional impairment charge for goodwill and other intangible assets of EUR 3.5 billion under US GAAP in fiscal 2002, including a transitional goodwill impairment loss of EUR 2.8 billion and a transitional impairment loss for other intangible assets of EUR 6 million, as a result of the adoption of SFAS No. 142, Goodwill and Other Intangible Assets (“SFAS No. 142”), on December 31, 2001. In accordance with SFAS No. 142, we no longer amortize goodwill and other intangible assets with indefinite useful lives under US GAAP. Instead, we test them for impairment annually, or when events or changes in circumstances so require. The most significant portion of this transitional impairment charge of EUR 2.8 billion related to USF and totaled EUR 2.1 billion, which was caused primarily by the fraud and accounting irregularities uncovered at USF, and the declining economic conditions in the food service industry in the United States, both of which had a significant negative impact on the carrying value of USF’s goodwill. In addition to USF, we recorded transitional impairment losses under US GAAP related to our operations in Spain of EUR 136 million, Brazil of EUR 331 million, Malaysia of EUR 29 million and Thailand of EUR 150 million.

In addition to transitional impairment losses, we recognized additional impairment losses in fiscal 2002 under US GAAP related to goodwill and other intangible assets amounting to EUR 735 million and EUR 16 million, respectively. These additional aggregate impairment charges were related to the significant competition in the southeastern United States, lower-than-expected performance following the acquisition of Superdiplo S.A. (“Superdiplo”) due to a slow Spanish economy and difficulties in the integration of our businesses in Spain, and poor economic conditions in Argentina, Brazil and Chile.

We intend to continue to review the value of our long-lived assets to determine if there are changes in circumstances that indicate that the carrying amount of the assets may not be recoverable. If such changes occur and the long-lived assets are considered to be impaired, the carrying value of our long-lived assets would be reduced, which could negatively affect our results of operations in the period in which the charge was recorded. For a discussion of these impairment charges, please see Notes 6 and 32 to our consolidated financial statements included in Item 18 of this annual report.

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We have contingent liabilities with our joint venture partners.

We operate in a number of markets through joint ventures. These joint ventures involve certain risks that we do not face with respect to our consolidated subsidiaries and franchised stores.

We have entered into various put and call options with our joint venture partners. In particular, we are contingently liable pursuant to two put arrangements with certain of our joint venture partners. We have put arrangements under our February 24, 2000 shareholders’ agreement with each of our two joint venture partners in ICA AB (formerly, ICA Ahold Holding AB) (“ICA”). Under these put arrangements, each of our joint venture partners has the right of first refusal to purchase the ICA shares being sold by the other joint venture partner. If one of the joint venture partners is offered the shares of the other joint venture partner constituting no less than 5% of the outstanding shares of ICA and opts not to purchase such shares, the selling shareholder may exercise its put option pursuant to which we are obligated to purchase such shares for cash. If the selling shareholder is exercising its put option with respect to all of the ICA shares it held, we also are obligated to offer to purchase all of the ICA shares held by the non-selling shareholder on the same terms and conditions. Under the terms of the ICA put arrangements, the put options may be exercised beginning on April 27, 2004.

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

Since the value of ICA may change and is subject to negotiations, we currently cannot determine the price we would have to pay for the ICA shares upon the exercise of the ICA put options, or the likelihood that one or both of the ICA joint venture partners will exercise the ICA put options. However, based on (i) the estimated value of ICA as of December 29, 2002, as determined by a valuation expert engaged by us, and (ii) completion of the first step of the valuation procedure described above on October 6, 2003, performed by an independent valuation expert, we expect that we would have to pay an amount of approximately EUR 1.8 billion for all of the ICA shares held by the ICA Partners, subject to the variations in the market conditions that may occur and unknown parameters in the second and final step of the valuation procedure to be performed, which is likely to happen in fiscal 2004. Currently, the valuation procedure pursuant to the terms of the ICA shareholders’ agreement described above is ongoing and not completed. We cannot assure you that the outcome of the valuation procedure will result in a higher or lower value than the amount indicated above.

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We are also contingently liable pursuant to a put arrangement with our joint venture partner in Paiz Ahold N.V. (“Paiz Ahold”), which would be triggered by our joint venture partner in Paiz Ahold indirectly owning less than 13 ¹/3% of the shares in CARHCO N.V. (“CARHCO”), and would obligate us to purchase the joint venture partner’s shareholdings in Paiz Ahold for cash, at a fair market value set by an independent third-party valuation if we cannot agree with our joint venture partner on a valuation. Subject to limited exceptions, neither we nor the Paiz family may transfer shares of Paiz Ahold until January 18, 2007. If the Paiz Ahold put option were exercisable as of fiscal year-end 2002 and had been so exercised as of that date with respect to all of the Paiz Family’s interest in Paiz Ahold, we estimate that we would have been required to pay EUR 13 million to the Paiz Family for their interest.

We may also face financial exposure in the event that any of our joint venture partners encounters financial difficulty or goes into bankruptcy. In addition, in a number of markets we operated through joint ventures in which we do not have control, and the interests of our joint venture partners may not always coincide with our broader interest. These risks may have a material adverse effect on our financial condition, results of operations and liquidity. For additional information on our joint ventures, our put contingencies and other potential exposures, please see Item 5 “Operating and Financial Review and Prospects—Liquidity and Capital Resources—Other Off-Balance Sheet Arrangements” and Note 30 to our consolidated financial statements included in Item 18 of this annual report.

Unfavorable currency exchange fluctuations could adversely affect our results of operations.

Because we have operations in a variety of countries throughout the world, a substantial portion of our assets, liabilities and results of operations are denominated in foreign currencies, primarily the US dollar. As a result, we are subject to foreign currency exchange risk due to exchange rate movements, which affect our transaction costs and the translation of the results and underlying net assets of our foreign subsidiaries. In particular, we are exposed to fluctuations in the value of the US dollar against the Euro, which we adopted as our reporting currency in our consolidated financial statements effective at the beginning of fiscal 1999. To a lesser extent, our results are impacted by currency valuations in Latin America and Asia. For fiscal 2002, the total loss recorded on foreign exchange rate differences in our consolidated results of operations was EUR 50 million. Under US GAAP, losses on foreign currency translation of EUR 2.0 billion were recorded within other comprehensive loss. Although we attempt to manage our foreign currency exposure by financing in local currency borrowings or employing cross-currency swaps to the extent possible or practicable, currency exchange rate movements can affect our transaction costs and fluctuations in our balance sheet ratios resulting from changes in exchange rates may still be substantial. Furthermore, if there is a significant destabilization of a particular currency, that event could have a material adverse impact on our financial condition and results of operations. For additional discussion of our risk management, please see Item 11 “Quantitative and Qualitative Disclosures about Market Risk.”

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We are a low margin business and our operating income is sensitive to conditions that cause price fluctuations.

Our retail and food service businesses are characterized by relatively high inventory turnover with relatively low profit margins. We make a significant portion of our sales at prices that are based on the cost of products we sell plus a percentage markup. As a result, our profit levels may be negatively affected during periods of food price deflation, particularly in our food service business, even though our gross profit percentage may remain relatively constant. In addition, our retail and food service businesses could be adversely affected by other factors, including inventory control, competitive price pressures, severe weather conditions, unexpected increases in fuel or other transportation related costs and, in the case of our food service business, difficulties with the collectibility of accounts receivable. One or more of these factors may adversely affect our financial condition, results of operations and liquidity.

We are subject to intense and increasing competition and consolidation, and, if we are unable to compete successfully, our financial condition, results of operations and liquidity could continue to be adversely affected.

We continue to experience intense competition in our retail trade segment from other grocery retailers, discount retailers such as Wal-Mart in certain regions of the United States, and other competitors such as supercenters and club, warehouse and drug stores. Our ability to maintain our current position is dependent upon our ability to compete in this industry through various means such as price promotions, store expansions and continued reduction of operating expenses. Further, consolidation in the food retail industry, which has resulted in a decrease in the number of smaller retailers due to increasing competition from larger companies, is likely to continue. The competitive environment may cause us to reduce our prices in order to gain or maintain our share of sales, thus reducing our margins. Additionally, our planned divestments and decrease in capital expenditures could cause an erosion of our market share in the key markets in which we operate, including, in particular, the United States and The Netherlands. While we believe there are opportunities for sustained and profitable growth, unanticipated actions of competitors and increasing competition in the food retail sector could continue to negatively impact our market share, financial condition, results of operations and liquidity.

In addition, our food service business in the United States similarly faces intense competition. Competitors include Sysco, regional distributors, specialty distributors and local market distribution companies. Competition is based on service quality, product quality and depth, and price and is often affected by changes in:

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There has been substantial consolidation in the food service industry. However, it remains fragmented. Our reduced expansion plans could cause us to lose relative market share. Furthermore, we compete within the food service segment not only for customers, but also for management and hourly employees. If other vendors were to offer lower prices or better service to our customers for their supplies and, as a result, our customers were to choose not to purchase from us, our financial condition, results of operations and liquidity would be adversely affected. Furthermore, while we believe there are opportunities for sustained and profitable growth, unanticipated actions of competitors and increasing competition in the food service sector could continue to negatively affect our financial condition, results of operations and liquidity.

We face risks related to our union contracts.

As of September 25, 2003, approximately 105,000 employees in our U.S. retail operating companies and 5,880 employees in our U.S. food service operating companies were represented by unions. Collective bargaining agreements covering approximately 40% of our total U.S. retail employees and approximately 5.6% of our total U.S. food service employees will expire between September 2003 and June 2004. Furthermore, although only a minority of our employees in Spain and the Czech Republic are union members, almost all of our employees in these two countries are covered by collective bargaining agreements. Collective bargaining agreements covering all of our employees in the Czech Republic and 28% of our employees in Spain will expire before the end of fiscal 2004. Collective bargaining agreements covering 85% of our employees in The Netherlands will expire between September 2003 and June 2004.

Failure of our operating companies to effectively renegotiate these contracts could result in work stoppages. We may not be able to resolve any issues in a timely manner and our contingency plans may not be sufficient to avoid an impact on our business. A work stoppage due to failure of one or more of our operating companies to renegotiate a collective bargaining agreement, or otherwise, could have a material adverse effect on our financial condition, results of operations and liquidity. For additional information on union relations, please see Item 6 “Directors, Senior Management and Employees—Labor Relations—Union Relations and Works Councils.”

The poor performance of the stock markets and the rising cost of health care benefits may cause us to record significant charges to our existing pension plans and benefit plans.

Adverse stock market developments may affect the assets of our pension funds, causing higher pension charges, pension premiums and contributions payable. We have a number of defined benefit pension plans, covering the majority of our employees in The Netherlands and in the United States. Pension plan assets principally consist of long-term interest-earning investments, quoted equity securities and real estate. The performance of stock markets could have a material impact on our financial statements, as approximately 50% of European plan assets and approximately 60% of U.S. plan assets are equity securities. The poor performance of the stock markets in fiscal 2001 and fiscal 2002 had a negative influence on the investment results of our pension funds, resulting in additional pension charges, pension premiums and payments to such funds. Pension charges for fiscal 2003 are expected to be approximately EUR 85 million higher than in fiscal 2002. Furthermore, we recognized an additional minimum unfunded pension liability of approximately EUR 204 million (pre-tax) at fiscal year-end 2002.

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If we are required to make significant contributions to fund our pension plans, our cash flow available for other uses may be significantly reduced. If we are unable at any time to meet any required funding obligations for some of our U.S. pension plans, or if the Pension Benefit Guaranty Corporation (“PBGC”) concludes that, as insurer of certain U.S. plan benefits, its risk may increase unreasonably if the plans continue, under the U.S. Employee Retirement Income Security Act of 1974 (“ERISA”), the PBGC could terminate the plans and place liens on material amounts of our assets. Our pension plans that cover our Dutch retail and food service operations are governed by Pensioen en Verzekeringskamer (“PVK”). In the future, PVK may require us to make contributions to our pension plans to meet minimum funding requirements. Significant increases in our pension funding requirements could have a material adverse effect on our financial condition, results of operations and liquidity.

In addition, health care costs have risen significantly in recent years and this trend is expected to continue in the near future. During fiscal 2002, we spent approximately EUR 3 million to fund employee health care plans, and we may be required to expend significantly higher amounts on health care in the future. Significant increases in health care and pension costs could have a material adverse effect on our financial condition, results of operations and liquidity.

We face risks related to fluctuations in interest rates.

We are exposed to fluctuations in interest rates. As of fiscal year-end 2002, approximately EUR 673 million, or 8%, of our long-term borrowings bear interest on a floating basis. Accordingly, changes in interest rates can affect the cost of these interest-bearing borrowings. Our attempts to mitigate interest rate risk by financing non-current assets and a portion of current assets with equity and long-term liabilities with fixed interest rates and our use of derivative financial instruments, such as interest rate swaps, to manage our risk could result in our failure to recognize savings if interest rates fall. As a result, our financial condition, results of operations and liquidity could be materially adversely affected. For additional information, please see Item 11 “Quantitative and Qualitative Disclosures about Market Risk.”

A continued economic downturn could materially adversely affect our business.

Our business has been negatively affected by many factors, including high consumer debt and unemployment, resulting from the prolonged economic downturn in fiscal 2001 and fiscal 2002, particularly in the United States and Europe, which has continued into fiscal 2003. High unemployment rates have depressed consumer purchasing power and declining confidence in the economy has caused customers to decrease consumer spending and to shift buying habits. In some markets, we have been forced to lower prices and have lost market share to mass merchandisers and other value-based operators. A continued or deepened recession could materially adversely affect our financial condition, results of operations and liquidity.

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The application of International Financial Reporting Standards instead of Dutch GAAP in the future preparation of our consolidated financial statements could have a material adverse effect on our operating income or financial condition.

We currently prepare our financial statements in accordance with Dutch GAAP and prepare a reconciliation of certain items to US GAAP, as required by SEC regulations. In June 2002, the Council of Ministers of the European Union adopted new regulations requiring all listed EU companies, including Ahold, to apply IFRS in preparing their consolidated financial statements, no later than January 1, 2005, or at such time as may be otherwise required by the European Union. The adoption of IFRS may have a considerable impact on a number of important areas, including, among others, accounting for share-based payments. While the impact of IFRS is difficult to predict with any certainty at this time, the adoption of IFRS could have a significant adverse impact on the level of our reported earnings and net assets.

We have certain anti-takeover arrangements that may impact the value of an investment in Ahold compared to a competitor.

Like many other listed companies in The Netherlands, we have an arrangement in place that may delay or prevent other parties from acquiring control over us. The Stichting Ahold Continuïteit (S.A.C.) (the “SAC”) has the option to acquire from us, from time to time until December 2016, cumulative preferred shares in an amount up to a total par value that is equal to the total par value of all issued and outstanding shares of our capital stock, excluding cumulative preferred shares, at the time of exercising the option. This arrangement has anti-takeover effects. The issuance of all authorized cumulative preferred shares would 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 or preventing a change in our control. For additional information on the SAC, please see Item 7 “Major Shareholders and Related Party Transactions.”

Our ability to pay dividends will depend on the future condition of our business.

Historically, we declared dividends twice a year. As we announced in a press release on March 5, 2003, we determined that we would not pay a final dividend on our common shares in respect of fiscal 2002. The payment of any dividends on our common shares in the future will be at the discretion of the Corporate Executive Board and Supervisory Board, and will depend upon, among other things, future earnings, operations, capital and liquidity requirements, our general financial condition, the general financial condition of our subsidiaries, future prospects and other factors that our Corporate Executive Board and our Supervisory Board may deem relevant. Furthermore, the 2003 Credit Facility imposes limitations on our ability to pay dividends.

The price of our common shares and ADSs has declined considerably in recent years, in particular after our February 24, 2003 announcement, and may decline further or may fluctuate widely in the future.

When we announced on February 24, 2003, that our net earnings and earnings per share for fiscal 2002 under Dutch GAAP and US GAAP would be significantly lower than previously indicated because of accounting irregularities at USF and the deconsolidation of some of our joint ventures,

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the trading price of our common shares dropped from the closing price of EUR 9.71 on Euronext on February 21, 2003 (the last trading day prior to the announcement) to the closing price of EUR 3.59 on Euronext on February 24, 2003. The trading price of our ADSs dropped from the closing price of USD 10.69 on the NYSE on February 21, 2003 (the last trading day prior to the announcement) to the closing price of USD 4.16 on the NYSE on February 24, 2003. Although the trading prices of our common shares and ADSs have recovered substantially from the low price levels reached immediately following our February 24, 2003, announcement, they are still lower than the price levels before the announcement and have since then experienced considerable volume and price fluctuations. If our results of operations or our predictions of future results of operations fail to meet the expectations of analysts and investors, the trading price of our common shares and ADSs could continue to be negatively affected. We cannot predict how the capital markets will perceive our prospects, our new strategy and our business operations or the outcome of the ongoing governmental investigations and pending litigation and, therefore, what the effect will be on the trading price of our common shares and ADSs. Any resulting volatility may make it more difficult for us to raise capital in the future.

Our business operations in some countries outside of the United States and Europe are subject to additional risks.

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

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 the laws and policies of the United States, Europe and the other countries in which we operate governing foreign trade, investment and taxation.

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Our Latin American operations in fiscal 2002 and fiscal 2001 were affected by the economic turmoil in Argentina, fueled by the devaluation of the Argentine Peso, along with the energy crisis in Brazil. In April 2003, we announced our intention to divest, among others, our operations in Argentina and Brazil. The continued economic downturn in Argentina and Brazil could impact the financial condition and operating income of these operations, which could affect the price we receive for them as well as our ability to sell them.

Our business is subject to environmental liability risks and regulations.

Our operations are governed by federal, state and local environmental laws and regulations in the United States, as well as environmental laws and regulations in the other countries in which we have operations, concerning the discharge, storage, handling and disposal of hazardous or toxic substances as discussed in Item 4 “Information on the Company—Environmental Matters.” We cannot assure you that stricter laws will not be imposed or that there will not be stricter enforcement of applicable environmental laws, which may result in our having to make expenditures in order for us to comply with such laws. Our failure to comply with any environmental, health or safety requirements, or increases in the cost of such compliance, could have a material effect on our financial condition, results of operations and liquidity.

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 ITEM 4. INFORMATION ON THE COMPANY

History

We were founded in 1887. In 1948, named at the time Albert Heijn N.V., we listed our shares on what is today Euronext Amsterdam. In 1973, our name was changed to Ahold N.V., indicative of our development as a holding company with interests in food 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 name to Koninklijke Ahold N.V.

Recent Developments

On February 24, 2003, we announced that our net earnings and earnings per share for fiscal 2002 would be significantly lower than previously indicated and that we would be restating our financial statements for fiscal 2001 and fiscal 2000. We indicated that these restatements were primarily related to overstatements of vendor allowance income at USF and the deconsolidation of five current or former joint ventures. We also announced forensic investigations into accounting irregularities at USF and into the legality and accounting treatment of certain questionable transactions uncovered at Disco.

In addition to the USF and Disco investigations, we commenced investigations into the facts and circumstances surrounding certain letters that were the basis for the historical consolidation of four of the Ahold joint ventures referred to above, and certain previously undisclosed related side letters that nullified the effect of these letters and resulted in the decision to deconsolidate those joint ventures. By letter dated February 24, 2003, our independent auditors, Deloitte & Touche (“D&T”) indicated that its opinion on our audited financial statements for the fiscal years ended December 30, 2001, and December 31, 2000 should no longer be relied upon. D&T suspended its audit of our fiscal 2002 financial statements until the completion of necessary investigations. On March 24, 2003, the Audit Committee of our Supervisory Board ordered the commencement of a series of additional investigations at 17 Ahold operating companies and real estate companies and at the Ahold parent company to assess whether accounting irregularities, errors and/or issues existed, the integrity of management, and the adequacy of internal controls.

As more fully discussed in Item 5 “Operating and Financial Review and Prospects—Restatements, Adjustments and Remedial Actions—Background of the Restatements and Adjustments,” the investigations found or confirmed accounting irregularities, errors and other issues and significant internal control weaknesses. In connection with the findings of the investigations referred to above, and the consequent remedial accounting actions taken by Ahold management, we have restated our consolidated financial statements for fiscal 2001 and fiscal 2000 and results of operations for fiscal 2001 and fiscal 2000. In addition, our consolidated financial statements for fiscal 2002 reflect correcting adjustments, of which some are related to the findings of the investigations referred to above.

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As a result of the foregoing events, we have undergone significant changes in our management and other personnel. On September 4, 2003, our new President and Chief Executive Officer announced a general framework for a new Ahold strategy, which we expect to announce in greater detail in the fourth quarter of fiscal 2003.

Our new strategic framework includes a reduction in acquisition activity, the divestment of some of our businesses and reduced capital expenditures. This represents a significant shift from our strategy of recent years, which focused on acquisitions and international expansion. The new strategy will likely have a significant impact on our business going forward, as we are now focusing on two key strategic operational priorities, namely food retail trade operations in selected markets in the United States and Europe and rebuilding food service operations at USF to restore its value following the recent events described under Item 5 “Operating and Financial Review and Prospects—Restatements, Adjustments and Remedial Actions—Background of the Restatements and Adjustments.” For additional information regarding this strategic framework, please see Item 5 “Operating and Financial Review and Prospects—Strategic Outlook.”

Acquisitions

Historically, we substantially expanded our business through acquisitions and new joint ventures beginning in 1977.

Principal acquisitions in the United States since the beginning of fiscal 2000 have consisted of the following:

Principal acquisitions and investments in other regions include:

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Divestments

In November 2002, we announced our intention to divest our non-core businesses, either in whole or in part, and scrutinize consistently underperforming operations with a view to improving their performance or divesting them in an effort to focus on our core businesses and enhance our positions in markets where we have achieved, or believe we can achieve, such a leading position based on net sales. In February 2003, we announced that the scope of this divestment program would be expanded in order to improve our financial position and enhance our core business in stable and profitable markets. In September 2003, our new President and Chief Executive Officer announced a further expansion of our divestment program and our intention to scrutinize our portfolio of businesses with a focus on identifying for divestment those operations that do not fit within our new strategy. We have already begun to withdraw from two continents, South America and Asia, and are in the process of divesting our non-strategic and non-core assets.

Principal divestments recently completed or announced consist of the following:

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For additional information about divestments, acquisitions, related capital expenditures and methods of financing, please refer to Item 5 “Operating and Financial Review and Prospects—Liquidity and Capital Resources” and Notes 4 and 31 to our consolidated financial statements included in Item 18 of this annual report.

Contact Information

We can be contacted via the following addresses, through our email address corp.communications@ahold.com or via our website at www.ahold.com.

Organizational Structure

Koninklijke Ahold N.V. is domiciled in The Netherlands and incorporated under the laws of The Netherlands as a holding company conducting business through our subsidiaries and joint ventures. Based on fiscal 2002 retail sales, we are the largest food provider in The Netherlands and one of the largest food providers in the United States. During fiscal 2002, we provided food primarily through retail trade outlets, along with complementary food service activities. As of fiscal year-end 2002, we operated or serviced 5,606 stores, including 1,240 franchise and associated stores, and employed, on a full-time equivalent basis, approximately 278,486 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.

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Our operations are located primarily in the United States and Europe. In fiscal 2002, net sales in the United States accounted for 74% of total net sales, while net sales in Europe accounted for 22% of total net sales. Operations in Latin America accounted for 3% of total net sales in fiscal 2002, and operations in the Asia Pacific region accounted for 1% of total net sales in the same year.

Our principal business is retail trade, which accounted for 69% of total net sales in fiscal 2002. 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 31% of total net sales for fiscal 2002. Sales relating to our food service business, and to a lesser extent our retail trade business, vary depending on the season of the year. Seasonality affects our business to the extent that we typically experience higher sales in the second half of the year, particularly during the holiday season in December.

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 by operating company. Ahold USA, Inc. (“Ahold USA”), our U.S. holding company, coordinates the activities of our U.S. retail operating companies. Within the food service division, we manage our food distribution businesses geographically while our meat processing business, equipment and supply business, and our contract and design business are managed nationally. USF coordinates the activities of the businesses that make up the food service division. In The Netherlands, operational management is divided into supermarkets, specialty retailing, food service, food production and other operations. Retail trade operations outside of the United States and The Netherlands primarily consist of supermarkets and are also managed by operating company. Individual chains within each geographic area 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.

Depicted below is the organizational structure of our principal consolidated operating companies as of the end of fiscal 2002. As noted above, we have announced our intention to divest various of these operations, and have completed several divestments, including certain of our Latin America and Asia Pacific operations.

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Unless otherwise indicated, the companies referred to in the chart above are our directly or indirectly wholly-owned retail and food service subsidiaries. A detailed list of significant subsidiaries, proportions of ownership interest and, if different, proportion of voting power is filed as Exhibit 8.1 to this annual report.

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In addition to our consolidated subsidiaries, we also have interests in retail and food service operations through joint ventures that are not consolidated in our financial statements. These joint ventures currently consist of ICA in Scandinavia and certain Baltic states, Jerónimo Martins Retail (“JMR”) in Portugal, and CARHCO in Guatemala, Costa Rica, El Salvador, Honduras and Nicaragua, as more fully described in Item 5 “Operating and Financial Review and Prospects—Restatements, Adjustments and Remedial Actions—Joint Ventures.” In February 2003, we determined that we had improperly consolidated ICA, JMR and Paiz Ahold (prior to the formation of the joint venture CARHCO, created by Paiz Ahold and another party in January 2002) in our financial statements and that we also had improperly consolidated two former joint ventures that are now wholly-owned by us, DAIH and Bompreço, for the periods in which we held a 50% interest in these joint ventures.

ICA, JMR and CARHCO, as well as Paiz Ahold, prior to the formation of CARHCO, are treated as unconsolidated subsidiaries. With respect to Bompreço and DAIH, management determined that we only acquired control over these entities beginning in the second quarter of fiscal 2000 and beginning in the third quarter of fiscal 2002, respectively. Prior to those dates, Bompreço and DAIH are treated as unconsolidated subsidiaries. As a result of the foregoing, the stores operated and the sales generated by our joint ventures, for the periods when we did not have majority control, are broken out into separate tables.

For a discussion regarding our unconsolidated joint ventures and equity investees and the decision to deconsolidate certain current or former joint ventures, please see “Unconsolidated Joint Ventures and Equity Investees” below in this Item 4 and Item 5 “Operating and Financial Review and Prospects—Restatement, Adjustments and Remedial Actions—Joint Ventures.”

Business Overview

Retail Trade

We have retail trade 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 2002, we operated or serviced 5,606 stores through our consolidated subsidiaries, including 790 franchise stores and 450 associated stores. Over 60% of these stores are supermarkets. In some local markets, we have expanded into other formats, including specialty retail trade formats, hypermarkets, cash and carry and convenience stores. The majority of our franchise stores and associated stores are located in The Netherlands.

Store Formats

Franchise stores typically operate under the same format as, and are not distinguishable from, Ahold-owned stores in a particular geographic area. Each franchisee purchases merchandise at wholesale prices from us, pays a franchise fee, receives various support services, including logistical and warehouse services, and receives management support and training, marketing support and administrative assistance, and indirect financial assistance in the form of loans and

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guarantees. Associated stores operate as independent retailers and may use various store formats, including non-Ahold formats. These stores also have more flexibility in terms of product line and pricing, but we provide them with support services, including the ability to benefit from bulk purchasing and an increase in bargaining power in entering into certain contracts. For a detailed description of our franchise and associated stores, please see “Retail Trade in Europe” below in this Item 4.

We categorize our retail trade operations by format type, which we determine based on each store’s product mix (food and non-food) and sales area. Supermarkets are retail locations where the average sales area is less than 2,000 square meters or 22,000 square feet or where the average sales area for non-food items is less than 25% of the total average sales area. Hypermarkets are retail locations where the average sales area is more than 2,000 square meters or 22,000 square feet or where the average sales area for non-food items is more than 25% of the total average sales area. A compact hypermarket, while not strictly classified, is a small hypermarket where the average sales area is between 2,000 and 5,000 square meters. Superstores are comparable in size with supermarkets, but offer a wider assortment of goods and services, including health and beauty care, pharmacy and natural foods. Convenience stores are like small supermarkets, but with their own format, located at gasoline stations, inside railway stations, or at other locations which, in the judgment of management, are considered to be convenience store locations. These format definitions are guidelines which we use with a certain degree of flexibility and, when appropriate, adjust for local interpretations.

The following tables set out, as of the end of fiscal 2002, store count by Company-owned stores, franchise stores and associated stores, store count of our unconsolidated joint ventures, and changes in store counts for our consolidated subsidiaries and unconsolidated joint ventures:

Company, Franchise and Associated Stores

Consolidated Subsidiaries

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Changes in Consolidated Store Count

Unconsolidated Joint Ventures

Changes in Unconsolidated Store Count (including associated stores)

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 2002 sales, we were among the top five 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. Our local brands focus on providing quality, value, variety and service to our customers. We operate superstores, conventional supermarkets and convenience stores and an on-line grocer.

Ahold USA has undertaken a number of projects to improve operational efficiency by centralizing certain common functions of its subsidiaries, such as financing, purchasing services and IT support. Ahold USA has established a number of organizations to supply services to the U.S. subsidiaries, including: the Perishable Procurement Organization (“PPO”), which negotiates prices for perishable products; Corporate Brand buying and product development; the Not-For-

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Resale organization (“NFR”), which negotiates contracts for services and products used within our own operations; Ahold Information Services, which operates a data processing center on behalf of all our U.S. retail trade operations, facilitating their information systems operations; MAC, which administers our U.S. retail self-insurance program; American Sales Company, which provides purchasing and distribution services in health and beauty care items, pharmacy, and general merchandise to our U.S. operations; and Ahold Financial Services, which provides accounting and financial services to Stop & Shop, Tops, Giant-Carlisle and Giant-Landover, and is expected to service the remaining retail trade operations, BI-LO and Bruno’s, in future years.

Efficiency has been further improved by the establishment of a number of working groups, composed of representatives of each of our U.S. operations, whose objective is to identify and implement operational “best practices” and potential efficiency improvements across the various subsidiaries.

The table that follows sets out, for the periods indicated, net sales and store counts for our retail trade operations in the United States. Net sales for fiscal 2001 include Bruno’s results from December 2001. Net sales for fiscal 2000 reflect Peapod’s results beginning from the end of the second quarter.

Stop & Shop

We acquired Stop & Shop in July 1996. Stop & Shop, which is headquartered in Quincy, Massachusetts, was established in 1914 and 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. During fiscal 2000, the “Edwards” chain, which previously formed a part of Giant-Carlisle, was converted to the Stop & Shop format, except for four stores that were transferred to Giant-Landover. As of the end of fiscal 2002, Stop & Shop operated 333

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superstores and conventional supermarkets in Massachusetts, Connecticut, Rhode Island, New Jersey and New York. Stop & Shop operates conventional supermarkets and 55,000-75,000 sq. ft. superstores, some of which include gas stations, full-service pharmacies, portrait studios and one-hour photo developing. Additionally, Stop & Shop and Peapod have teamed up to provide an internet-based home shopping and grocery delivery service under the brand name “Peapod by Stop & Shop.”

Giant-Landover

We acquired Giant-Landover, based in Landover, Maryland, in October 1998. The company was established as Giant Food, Inc., in 1936. As of the end of fiscal 2002, Giant-Landover operated 189 retail stores selling food, pharmacy, health and beauty care items and general merchandise in Maryland, Virginia, Delaware, New Jersey and the District of Columbia. Four of the 189 stores are primarily drug stores that have a limited selection of food items. In New Jersey and Delaware, Giant-Landover trades under the name “Super G” to distinguish itself from Ahold sister company Giant-Carlisle. In addition, Giant-Landover and Peapod have teamed up to provide an internet-based home shopping and grocery delivery service under the brand name “Peapod by Giant.”

Giant-Carlisle

We acquired Giant-Carlisle, based in Carlisle, Pennsylvania, in 1981. Established in 1923, Giant-Carlisle operated 113 supermarkets as of the end of fiscal 2002. The stores operate under the name “Giant” in Pennsylvania and under the name “Martin’s” in Maryland, Virginia and West Virginia. The supermarkets range in size from approximately 44,000 sq. ft. to 64,000 sq. ft. In August 2003, Giant-Carlisle and Tops substantially completed the integration of certain of their administrative functions and other back-office activities through the implementation of a shared services arrangement.

Tops

We acquired Tops, based in Buffalo, New York, in March 1991. The company was established in 1962. In February 2001, Tops acquired 20 supermarkets from C&S Wholesale Distributors, which previously purchased the locations from Grand Union. These 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 2002, Tops owned and operated 151 supermarkets under the name “Tops Friendly Markets” and 206 neighborhood food stores under the name “Wilson Farms.” As of the end of fiscal 2002, Tops also had 15 supermarket franchisees operating under the “Tops Friendly Markets” and “Wilson Farms” names. Tops’ primary markets are Buffalo and Rochester, both in New York, as well as markets in Cleveland, Ohio, and northern Pennsylvania. As discussed above, in August 2003, Tops substantially completed the implementation of a shared services arrangement with Giant-Carlisle.

BI-LO

We acquired BI-LO, based in Mauldin, South Carolina in 1977. BI-LO, established in 1961, was Ahold’s first U.S. acquisition, then comprising 96 stores. As of the end of fiscal 2002, BI-LO operated 303 supermarkets and 138 Golden Gallon convenience stores in South Carolina, North

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Carolina, Tennessee and Georgia. BI-LO has begun the process of integrating most of Bruno’s merchandising and administrative functions with BI-LO’s. The integration is expected to be substantially completed by the end of fiscal 2004. In August 2003, we announced that we had reached an agreement to sell Golden Gallon to The Pantry, Inc. and the sale was completed in October 2003. BI-LO acquired the Golden Gallon chain in May 2002, which operates convenience stores in Tennessee and Georgia. For additional information, please see “Divestments” above in this Item 4.

Bruno’s

We acquired Bruno’s, based in Birmingham, Alabama in December 2001. Bruno’s was established in 1932. As of the end of fiscal 2002, Bruno’s operated a chain of 187 stores under the banners of Bruno’s (superstores), Food World and Food Max (value-oriented supermarkets), and Food Fair (neighborhood stores) in Alabama, Florida, Mississippi and Georgia. Bruno’s is currently integrating most of its merchandising and administrative functions with BI-LO as described in our discussion of BI-LO above.

Peapod

In June 2000, we acquired convertible preferred stock and common stock warrants of Peapod, 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, where it was established in 1989. Peapod has 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 an internet-based home shopping and grocery delivery service in southern Connecticut; Boston and Cape Cod, Massachusetts; and Providence, Rhode Island (under the brand name “Peapod by Stop & Shop”); and Washington, D.C. and Baltimore, Maryland, (under the brand name “Peapod by Giant”).

Retail Trade in Europe

In Europe, we have significant retail trade operations through our wholly-owned and majority-owned subsidiaries in The Netherlands, the Czech Republic, Slovakia, Poland and Spain.

Our retail trade operations in Europe include, among others, hypermarkets, supermarkets, and convenience stores.

The following table sets out, for the periods indicated, net sales and store counts, for the retail trade operations of our consolidated subsidiaries in Europe. For additional information on our unconsolidated joint ventures and equity investees, please see “Unconsolidated Joint Ventures and Equity Investees” below in this Item 4.

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The Netherlands

We pioneered the supermarket concept in The Netherlands and, as of the end of fiscal 2002, we were the leading Dutch food retailer through our Albert Heijn brand, both in terms of retail sales and store count. As of the end of fiscal 2002, Albert Heijn operated 706 stores, including 217 franchise stores, with an average sales area of 6,291 square feet.

Albert Heijn also operates 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 format and are not distinguishable from company-owned stores. For each franchise store, Albert Heijn provides:

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 2,170 square feet.

In fiscal 2002, Albert Heijn opened two Albert Heijn XL stores, a new extra-large store format in the Dutch market, which is approximately three times the size of a conventional Albert Heijn supermarket. Albert Heijn also introduced “AH to go,” a new convenience store format in

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shopping streets, gas stations, hospitals and railway stations. Ranging in size from 1,000 to 2,500 square feet, AH to go stores offer a select range of food and beverage products for immediate or home consumption. Albert Heijn opened 20 AH to go stores in fiscal 2002 and currently has 33 such stores.

Other retail trade operations in The Netherlands includes our specialty retail trade operations. We acquired these specialty retail trade operations in order to expand the range of products that we offer to our Dutch retail customers including, in certain instances, products which we are not able to sell in supermarkets due to restrictions under Dutch law on the sale of liquor and prescription drugs. These specialty retail trade operations include Gall & Gall B.V. (“Gall & Gall”), Etos B.V. (“Etos”) and, until May 2003, De Tuinen, which operated as a subsidiary of Etos. Gall & Gall operates wine and liquor stores, Etos operates stores specializing in health and beauty care and, in certain stores, prescription drugs and De Tuinen operates stores offering natural health and beauty care products. As of the end of fiscal 2002, Gall & Gall operated 315 stores and supplied 174 franchise stores, while Etos operated 234 stores, including 65 De Tuinen stores, and supplied 256 franchise stores. In December 2002, we announced our intention to divest De Tuinen through a sale to NBTY Inc. (“NBTY”), a U.S.-based, publicly held company. This transaction was completed in May 2003. As of the end of fiscal 2002, other specialty operations also included 142 confectionery stores (mainly franchise), operating under the name “Jamin.” In June 2003, we divested Jamin through a management buy-out.

We also own 73.2% of the outstanding shares of Schuitema, a Dutch retail and wholesale company that owns supermarkets and also provides retail support to independent retailers and associated stores. As of the end of fiscal 2002, Schuitema owned 37 supermarkets and provided goods and services to 450 independent and associated food retailers mainly operating under the trade name “C1000.” Schuitema also supports these independent and associated retailers on a commercial level by providing branding and support services, including the ability to benefit from bulk purchasing and an increase in bargaining power in entering into certain contracts. Schuitema also owns 87 former A&P stores, all of which have been converted to the C1000 format. Prior to fiscal 2002, the sales to the associated stores were classified as part of our former “Food wholesaling and food supply” business segment, but since then they have been included in our “Retail Trade” business segment. Schuitema is subject to a different corporate governance regime than our other Dutch subsidiaries. For additional information on Schuitema’s corporate governance regime, please see Item 10 “Additional Information—Large Company Regime in The Netherlands.”

In October 2001, our Dutch subsidiaries, including food service provider Deli XL B.V. (“Deli XL”), began offering a new joint internet-based home delivery service called “Albert.” Customers in The Netherlands can access our Dutch retail stores through www.albert.nl and buy from all of our stores in one order.

Central Europe

We have retail trade operations in Poland, the Czech Republic and Slovakia.

In 1995, we established a 50/50 joint venture with German retailer Allkauf-Gruppe to develop retail trade operations in Poland. In January 1999, we purchased Allkauf-Gruppe’s share of the joint venture and renamed the company Ahold Polska Sp. z.o.o. (“Ahold Polska”) in February 1999. As of the end of fiscal

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2002, Ahold Polska operated 160 supermarkets under the name “Albert,” ten compact hypermarkets and 14 hypermarkets under the name “Hypernova.” In August 2002, through our wholly-owned subsidiary Ahold Polska, we completed our acquisition of five Jumbo hypermarkets from JMR. The Jumbo hypermarkets are on the outskirts and in residential areas of Poznan, Lódz and Bydgoszcz and have been rebranded as Hypernova compact hypermarkets. The successful conversion of all stores into one supermarket format (Albert) and one compact hypermarket format (Hypernova) has improved Ahold Polska’s position and operational performance in the highly competitive Central European food retail market.

Ahold Czech Republic A.S. (“Ahold Czech Republic”) is a 99%-owned subsidiary that began food retail trade operations in the Czech Republic in 1991 under the name “Euronova.” As of the end of fiscal 2002, Ahold Czech Republic operated 212 food retail stores, with a particularly strong presence in Czech cities. It is one of the largest food retailers in the Czech Republic as measured by fiscal 2002 sales volume.

In fiscal 2001, we expanded our operations in Central Europe to Slovakia. Ahold Slovakia, k.s., a wholly-owned subsidiary, opened our first two stores in Slovakia in December 2001 and continued expansion during fiscal 2002 with the opening of ten additional stores. In 2003, two additional stores have been opened.

As of the end of fiscal 2002, we had 172 Albert supermarkets, 32 Hypernova compact hypermarkets and eight Hypernova hypermarkets operating in the Czech Republic. In Slovakia we operated two Hypernova hypermarkets and 10 Hypernova compact hypermarkets at the end of fiscal 2002.

During the fourth quarter of fiscal 2002, we began integrating our merchandising, back office and administrative operations in Poland, the Czech Republic and Slovakia. To further this objective, we expect to create a new legal entity called Ahold Central Europe, s.r.o (Ahold Central Europe), which is expected to be located in the Czech Republic.

Spain

Throughout late 1998 and 1999, we acquired a range of well known supermarket companies in Madrid and southern Spain. The acquisition of Eco Avila and Longinos Velasco in Madrid through our wholly-owned subsidiary Ahold Supermercados was followed by that of two family-owned businesses in the south of the country – Dialco in Seville, whose stores traded under the “Cobreros” brand name, and Dumaya in Malaga. Later in 1999, we acquired Castillo del Barrio, also in Malaga, and Guerrero in Granada. In October 1999, we acquired two smaller supermarket chains in Marbella on the Costa del Sol –Mercasol and Las Postas– increasing our store base in Spain to a total of 160 stores.

We continued to grow in Spain during fiscal 2000 through a rapid expansion program, which increased our store base to a total of 582 stores by the end of fiscal 2000. Our acquisition of Kampio, a prominent regional supermarket chain in Catalonia, enabled us to extend our Spanish base from Madrid into Catalonia. We also acquired Superdiplo at the end of fiscal 2000, which

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operates 341 supermarkets and hypermarket stores on the Canary Islands, in Andalusia and the greater Madrid region. In July 2001, Superdiplo acquired Cemetro, a chain of 24 supermarkets, also in the Canary Islands.

As of the end of fiscal 2002, we operated 628 stores in Spain under the “Supersol” supermarket banner (in mainland Spain and the Canary Islands) and the “Netto” convenience store banner (in the Canary Islands), the “Hipersol” hypermarket banner (in mainland Spain), the “Hiperdino” hypermarket banner (in the Canary Islands) and the “Cash Diplo” banner (in mainland Spain and the Canary Islands).

Retail Trade in Latin America

At year-end fiscal 2002, we had retail trade operations through our subsidiaries in Brazil, Argentina, Peru, Paraguay and Chile.

The following table sets out, for the periods indicated, net sales and store count, for the retail trade operations of our consolidated subsidiaries in Latin America. For additional information about our unconsolidated joint ventures and equity investees, please see “Unconsolidated Joint Ventures and Equity Investees” below in this Item 4.