Operating and Financial Review and Prospects 54 Ahold Annual Report 2003 Operating and Financial Review and Prospects 2002 Our loss from unconsolidated joint ventures and equity investees was EUR 38 million in 2002 compared to EUR 192 million in 2001. These losses were primarily caused by losses at DAIH in 2002 and 2001 reflecting the losses incurred at Disco and Santa Isabel and, to a lesser extent, losses at Luis Paez S.A. ("Luis Paez") included under "Others" in the table above. These losses were partly offset by income from ICA, JMR and Paiz Ahold in such years. The negative impact of DAIH in 2002 was less than in 2001 because DAIH was consolidated beginning in the third quarter of 2002. In addition, Disco's loss in 2002 was offset in part by a change in Argentine law that redenominated certain debts of Argentine companies from US dollar- denominated debt to Argentine peso-denominated debt. For additional information, please see "Share in Income (Loss) of Joint Ventures and Equity Investees" below. Net income (loss) 2003 Net loss in 2003 was EUR 1 million, compared to EUR 1.2 billion in 2002. The significant decrease in net loss was primarily caused by lower operating expenses in 2003 as a result of the lower level of goodwill impairment charges in 2003 compared to 2002. Net loss in 2002 was primarily caused by the EUR 1.4 billion asset impairment charges discussed above and the EUR 372 million loss on related party default guarantee relating to the default by VRH on debt that we had guaranteed. Higher net financial expenses and the weakening of the US dollar to the Euro also contributed to the 2002 net loss. 2002 Our net loss in 2002 was EUR 1.2 billion, compared to net income of EUR 750 million in 2001. The net loss in 2002 was primarily due to impairment charges of EUR 1.4 billion relating to asset impairments discussed above, compared to 2001 when we only recorded impairment charges of EUR 18 million. Net income (loss) after preferred dividends per common share - basic 2003 Net income (loss) after preferred dividends per common share - basic is calculated as net income (loss) after preferred dividends, divided by the weighted average number of our common shares outstanding during the applicable period. Net loss after preferred dividends per common share - basic amounted to EUR 0.04 per common share in 2003 compared to a net loss of EUR 1.24 per common share in 2002. The weighted average number of common shares outstanding used for these calculations was 2.3% higher in 2003 than in 2002 primarily as a result of the impact of the issuance of common shares and ADSs in connection with the rights offering in December 2003. 2002 Net income (loss) after preferred dividends per common share - basic amounted to a net loss of EUR 1.24 per common share in 2002 compared to net income of EUR 0.77 per common share in 2001. The weighted average number of common shares outstanding used for these calculations was higher in 2002 than in 2001 primarily as a result of the impact of the offering of common shares and ADSs in September 2001. Adjustments to conform to US GAAP For 2003, our net loss under US GAAP was EUR 747 million compared to a net loss under Dutch GAAP of EUR 1 million. Net loss per common share - basic as determined in accordance with US GAAP was EUR 0.73 per share in 2003 compared to net loss per common share - basic of EUR 4.32 in 2002. The most significant reconciling items in 2003 related to the different treatment under US GAAP of assets held for sale (EUR 506 million) and the cumulative effect of the change in accounting principle for consideration received from vendors (EUR 100 million). Under US GAAP if the expectation is that it is more likely than not that an asset will be sold before the end of its estimated useful life, an impairment analysis should be performed. Under US GAAP, we recorded an additional impairment of EUR 506 million due to a higher carrying value of the assets held for sale. This carrying value under US GAAP included the unrealized cumulative translation adjustment of EUR 582 million, that was previously accounted for in shareholders' equity. Under Dutch GAAP the cumulative translation adjustment is recognized in the statements of operations at the moment the divestment is completed. We adopted EITF 02-16 under both Dutch and US GAAP during the fourth quarter of 2003, effective for all of 2003. During 2003, under Dutch GAAP, we recorded a cumulative effect adjustment of EUR 100 million in opening equity for 2003, but under US GAAP, in accordance with APB Opinion 20, we included the amount of the cumulative effect adjustment in the statement of operations. For a more detailed discussion of the impact of EITF 02-16, please see "Critical Accounting Policies" and Note 2 to our consolidated financial statements included in this annual report. In 2002, the net loss under US GAAP was EUR 4.3 billion compared to net loss of EUR 1.2 billion under Dutch GAAP. Net loss per common share - basic as determined in accordance with US GAAP increased to EUR 4.32 per share in 2002 from EUR 0.27 per share in 2001. The most significant reconciling item in 2002 related to the impairment of goodwill. Upon the adoption of SFAS No. 142 under US GAAP on December 31, 2001, we recorded under US GAAP a transitional impairment loss of EUR 2.8 billion in 2002, which was recorded as a cumulative effect of a change in accounting principle for goodwill, and an additional aggregate impairment loss for goodwill and other intangible assets of EUR 751 million under US GAAP, which is recorded as a current-year impact of

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