Ahold Set To Acquire U.S. Foodservice; National Food Service Distributor With Sales Of $7 Billion Provides Major Boost To Ahold Growth.

Business Editors

ZAANDAM, The Netherlands & COLUMBIA, Md.--(BUSINESS WIRE)--March 7, 2000

Highlights

- New additional growth vehicle for Ahold in USA - U.S. Foodservice prominent in food service industry - Considerable synergies with Ahold operations - U.S. Foodservice well positioned in e-commerce - $26.00 in cash per share - in transaction worth $3.6 billion - Positive impact on EPS growth - Closing anticipated May 2000

Royal Ahold (NYSE: AHO), the leading international food provider with major operations in the US, Europe and Latin America, today announced it has entered into a merger agreement with America's second largest food service distributor, U.S. Foodservice(TM), to acquire all 101.5 million common shares outstanding.

Ahold is offering $26.00 in cash per share for a total transaction size of approximately $3.6 billion, including debt.

U.S. Foodservice (NYSE: UFS), with annual sales of over $7 billion, distributes food and related products to restaurants and institutional food service establishments across the United States. The transaction turns Ahold USA into a $30 billion multi-channel food provider servicing over 20 million US households through its solid store network, institutional operations and the internet.

Leading market position U.S. Foodservice

U.S. Foodservice is the second largest food distributor in the rapidly-growing US food service market. Annual sales now total over $7 billion, including two recent acquisitions. Its sales in fiscal 1999 (July 1, 1998 to June 30, 1999) amounted to $6.2 billion.

On January 31, 2000, U.S. Foodservice disclosed second quarter sales growth of 9.3%, net earnings growth of 53% and earnings per share growth of 29%. U.S. Foodservice is listed on the New York Stock Exchange (NYSE:UFS). The company distributes food and related products to restaurants and institutional food service establishments across the United States. Its customer base also includes sports stadiums, hospitals, schools, company cafeterias, government and military facilities. Overall, U.S. Foodservice currently provides over 140,000 companies of varying size with a broad range of items including national signature and private-label brands as well as kitchen equipment and restaurant supplies. The company employs 13,250 people.

Nationwide network for Ahold with major synergy benefits

The acquisition of U.S. Foodservice grants Ahold access to a nationwide food distribution and sales network. The company operates 40 distribution centers with marketing and sales offices, from the Atlantic Ocean, down to Texas across to California and the areas in between. The activities blend well with Ahold's retail operations along the US eastern seaboard. The acquisition presents Ahold with opportunities for nationwide growth in a food service market that has double the growth rate of food retail, is still fragmented and has sales of approximately $150 billion.

Ahold generated 1999 sales of $20.3 billion in the United States and Euro 33.6 billion worldwide. The company sees considerable growth for its US store operations, both autonomously and through acquisitions such as U.S. Foodservice which further expands Ahold's overall business by adding a new strategic and complementary marketing channel for food and related products. Significant synergy benefits in procurement, logistics and distribution, IT, and private label development, are anticipated.

In the food service sector there are further synergies. Ahold operates successfully through its wholly-owned Dutch subsidiary, Deli XL, servicing 30,000 customers in The Netherlands with 1999 sales of Euro 800 million. Ahold's prospective Scandinavian partner, ICA, is also active in the field and holds a leading market position. The acquisition of U.S. Foodservice and Ahold's food service activities in The Netherlands and Scandinavia will total approximately $9 billion in sales.

Financial details

The planned transaction to acquire all outstanding shares of U.S. Foodservice amounts to approximately $3.6 billion, including debt of $925 million. In line with past practice, Ahold intends to finance the transaction through 50% equity and 50% debt. In Spring 2000, the company plans to issue equity and/or equity linked instruments for an amount of approximately Euro 3 billion.

Royal Ahold will commence a cash tender offer to purchase all of the outstanding common shares on March 13, 2000. The tender offer will remain open for 20 business days, unless extended in accordance with the merger agreement, and is conditioned on the tender of a sufficient number of shares to give Royal Ahold ownership of at least a majority of the outstanding shares on a fully diluted basis. Shares not purchased pursuant to the tender offer will be converted into the right to receive the same $26 per share in cash in a subsequent merger. The tender offer will also be subject to other customary closing conditions, including the need to obtain antitrust approvals.

The offering also takes into account proportional financing of its stakes in the ICA operation announced December 1999 and transactions in Spain and Central America. Upon completion of the U.S. Foodservice acquisition expected by May 2000, Ahold's annualized US sales will total approximately $30 billion. Synergies and cost savings from this transaction are expected to amount to a minimum of $75 million by 2001. The acquisition is expected to have a positive impact on Ahold's earnings per share growth in 2000, increasing thereafter.

E-commerce gathers pace at UFS

U.S. Foodservice launched a large-scale e-commerce initiative last November. Through a new business-to-business website which covers the United States (www.nextdaygourmet.com), customers can order a large variety of kitchen equipment, restaurant supplies and specialty food items.

These activities currently are expected to generate sales of approximately $100 million annually and are growing fast. The profitable operation, gaining popularity throughout the US, is considered one of the best food services on the internet. U.S. Foodservice's distribution network takes care of next day deliveries. The e-commerce activities also provide categorized health information, such as diet and nutritional advice.

Comments Cees van der Hoeven, Ahold President/CEO

Ahold President Cees van der Hoeven described the planned acquisition of U.S. Foodservice as `fully in line with our growth strategy and our ambition to become the world's best multi-channel food provider. This is a great opportunity and considerably expands our US geographical reach. It provides us with significant additional growth. U.S. Foodservice has enormous potential as it has a solid infrastructure in place and management professionals at the helm. Critical mass and economies of scale along with new synergies will positively impact all our businesses. We're excited and see a very positive future ahead.'

Comments Jim Miller, Chairman and President/CEO U.S. Foodservice

`Teaming up with Ahold is a magnificent step forward for U.S. Foodservice. The new economies of scale now available, the financial means and the sharing of know-how and experience will greatly help U.S. Foodservice to speed up the gains to be made through the huge potential of the food service market. We realized we couldn't do this on our own and needed a strong partner that knows the food business inside out. The transaction with Ahold enables U.S. Foodservice to accelerate its already rapid growth and use today's momentum to the maximum. Joining Ahold and benefiting from their expertise in the food business is going to strengthen U.S. Foodservice's position. It provides access to a global market.'

Comments Bob Tobin, President/CEO Ahold USA

`For Ahold, the planned acquisition of U.S. Foodservice is a major strategic leap forward. We now have direct access to the rapidly expanding US food service market and enter this new business channel in a prominent position. We see food services complementing our operations in a natural way with some of U.S. Foodservice's activities also proving highly valuable for our existing stores. This acquisition opens up a new growth corridor and elevates us from the position of supermarket operator to multi-channel food provider. I'm also particularly excited that this acquisition makes us a national player for the first time. The distribution and marketing network across the US adds tremendous value to our company, including the e-commerce business with home delivery, as started by U.S. Foodservice. We're gaining a second platform for considerable growth and that's wonderful news. We are also familiar with their excellent management team. They share our values and strategies and have a culture that will welcome knowledge sharing and business synergies.'

Royal Ahold

Royal Ahold operates 4,000 supermarkets, hypermarkets, and other store formats in the United States, Europe, Latin America and Asia. 1999 sales amounted to Euro 33.6 billion. Ahold services the food needs of over 30 million loyal customers every week. Last year, the company announced its intention to become 50% owner of the ICA Group, Scandinavia's leading food retail group, adding a further 3,100 stores to its tally and ranking Ahold among Europe's major players. After completion of the transaction with U.S. Foodservice, Ahold will rank 4th in the US in terms of sales. On March 7, 2000 Ahold also announced record earnings for 1999. Increasing by 37% net profit amounted to Euro 752.1 million with 25% earnings per share growth and a 29% dividend increase. Ahold shares are listed in Amsterdam (Ahold) and as ADRs on the New York Stock Exchange (AHO). Ahold shares are also listed in Zurich, Switzerland. Ahold's website can be found at www.ahold.com .

Ahold in the US

Ahold has been active in the US since 1977 and currently owns five large and highly successful supermarket operating companies along the eastern seaboard. The combined store count is 1,063 and 1999 sales amounted to $20.3 billion. The five Ahold operating companies are: Tops Markets, Stop & Shop, Giant-Landover, Giant-Carlisle and BI-LO.

This press release contains certain statements that are neither reported financial results nor other historical information. These statements are forward-looking statements within the meaning of the safe-harbor provisions of the U.S. federal securities laws. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in the forward looking statements. Many of these risks and uncertainties relate to factors that are beyond Ahold's ability to control or estimate precisely, such as future market and economic conditions, the behavior of other market participants, the ability to successfully integrate acquired businesses and achieve anticipate synergies and the actions of government regulators. These and other risk factors are detailed in Ahold's publicly filed reports. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Ahold does not undertake any obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date of these materials.

    Corporate Profile U.S. Foodservice Inc.

    Facts & Figures

Name                                    U.S. Foodservice Inc.
Head Office                             Columbia, Maryland, USA
Number of distribution
  centers (as of March 7, 2000)         40
Number of associates                    13,250
Main trade areas                        North east, eastern
                                        seaboard, West Coast, Texas
                                        and Oklahoma

Executive Board                         Jim Miller, President & CEO
                                        Mark Kaiser, Executive Vice
                                        President, Sales, Marketing
                                        & Procurement
                                        George Megas, Senior Vice
                                        President & CFO

Fiscal Year                             July 1, 1998 to June 30, 1999
Fiscal 1999 sales                       $6.2 billion
Fiscal 1999 EBITA                       $229.2 million
Fiscal 1999 net earnings                $83.2 million
Fiscal 1999 earnings per share          $0.91 (before acquisitions and
                                        extraordinaries)

Capital Structure                       101.5 million common shares
                                        outstanding
                                        (Ten top institutional
                                        investors own 47.4% of the
                                        company)

Company Overview

Currently ranked second in the food service market, U.S. Foodservice distribution centers cover 85% of the US population. It has a stable customer base of over 140,000 customers nationwide. The company's top 10 customers make up 15% of its total sales. These diverse customers include Buffet's Inc., Perkins Family Restaurants, Subway, Pizzeria Uno, Ruby Tuesday and Chili's. Operating through a hybrid structure, U.S. Foodservice has centralized purchasing, finance & accounting and decentralized sales to independent restaurants which are serviced from one of its 40 distribution centers.

Growth Strategy

U.S. Foodservice drives local market share to improve customer service, and as a result profitability. The company is rapidly expanding its existing business. Last year it completed several acquisitions in line with its growth strategy, broadening its geographic reach. U.S. Foodservice also has an important line of signature brand products with considerable potential for synergies with Ahold's retail operations.

Business Overview

The American food service business is fragmented. U.S. Foodservice is seen as a preferred partner in the industry as witnessed by the four acquisitions it has made in the current fiscal year, worth well in excess of $500 million. It is the second leading food distribution company in the US where over 3000 food service distributors operate nationwide. The top four make up 22% of the market. 1999 statistics show that US consumers spent a total of $732 billion on food purchases. That figure is virtually split between those who consume food at home ($365 billion) and those who eat away from home ($367 billion). U.S. Foodservice intends to be at the forefront of satisfying those customers who choose to purchase their food prepared away from home. There is considerable potential to blend Ahold's US food store operations with the institutional food service market, offering benefits to all parties involved.

Broad range of quality items

U.S. Foodservice is a leading distributor of food and related products and services to restaurants and institutional food service establishments across the United States. U.S. Foodservice markets and distributes more than 40,000 national, private label, and signature brand items to over 140,000 food service customers, including restaurants, hotels, sports stadiums, healthcare facilities, cafeterias, schools, military and government facilities.

E-commerce comes online

U.S. Foodservice is using the internet to service its customers. It has launched a large-scale e-commerce enterprise enabling customers to order kitchen supplies, business equipment and gourmet food items through the business-to-business website. These activities are expected to generate sales of approximately $530 million annually. This website can be found at: www.nextdaygourmet.com

Background

U.S. Foodservice (NYSE: UFS) was formed from a merger between JP Foodservice and Rykoff Sexton on December 23, 1997, thus creating the nation's second largest broadline food service distributor. The new company can trace its roots back to the 1800's and represents the clustering of many respected and successful brand names. In 1999, the company's national presence grew further with a series of acquisitions, including one in New York and another in southern California.

The three major food service markets in the US are located in Chicago, New York and Southern California. U.S. Foodservice owns approximately 50 major brands actively marketed under such well-known names as Roseli(R), Cross Valley Farms(R), Rituals(R), El Pasado Authentic Mexican Cuisine With A Touch of The Past(R) and Harbor Banks(R).

U.S. Foodservice is a registered trademark

U.S. Foodservice stockholders are advised to read the tender offer statement regarding the acquisition of U.S. Foodservice referenced in this fact sheet, which will be filed by Ahold Acquisition, Inc. and Koninklijke Ahold N.V. with the U.S. Securities and Exchange Commission and the related solicitation/recommendation statement which will be filed by U.S. Foodservice with the Commission. The tender offer statement (including an offer to purchase, letter of transmittal and related tender offer documents) and the solicitation/recommendation statement will contain important information which should be read carefully before any decision is made with respect to the offer. These documents will be made available to all stockholders of U.S. Foodservice, at no expense to them, by contacting information agent, Morrow & Co, Inc. Stockholders please call: US 800 566 9061. These documents also will be available at no charge at the SEC's website at www.sec.gov.

Royal Ahold press releases may contain `forward-looking statements'. Actual results may differ from such statements as they may have been influenced by factors beyond the company's ability to control.

Speech by Cees van der Hoeven,

President and CEO of Royal Ahold

Press conference March 7, 2000, Zaandam, The Netherlands

Ladies and Gentlemen,

It is with great pleasure again today that we present our annual results as well as a very exciting acquisition. As you may have expected our 1999 results were truly excellent. Ahold's total sales of 33.6 billion Euro were up 27% of which autonomous growth was a strong 7%. We are often rightly described as acquisitive, but I would like to point out that already for many years our existing chains are growing at a speed much faster than the market and indeed than almost any of our competitors.

Ahold's 1999 operating results of 1.4 billion Euro were up by 39%, expanding the operating margin from 3.8% in 1998 to 4.2% in 1999. This achievement is fully in line with our long-term objective to significantly improve the operating rate to sales. We have once again been able to contain our costs and to drive our gross margin, not by price increases to consumers, but by extracting more benefits from economies of scale and synergy efforts. Net earnings of 752.1 million Euro grew at a brisk 37%, whilst earnings per share were higher by 25%.

Part of these very substantial increases can be explained by tailwinds from a stronger US dollar. However, even correcting for these beneficial currency fluctuations earnings per share were up by 22%, exceeding our long-term targets.

Overall our business is in excellent shape and we have very few weak spots.

Strong autonomous growth of earnings has continued into 2000 and we expect another very good year. There is no doubt that our US operations contribute considerably to this past performance and future perspective. However, we are also pleased with the huge progress that is being made in Latin America as well as the substantial improvements in Europe. We still expect to breakeven in Asia by 4th quarter of this year. My colleagues will get into further details later.

Strategically, also, we are in excellent shape. I have already eluded to the strength of our company's autonomous growth, which in itself already ensures that the lion's share of our growth targets is being met. In the existing chains we have ample investment opportunities that substantially exceed our hurdle rates. In addition we see major contributions from the recently announced acquisitions including our joint venture with the ICA Group, the expected enlargement of our joint venture with Jeronimo Martins and of course today's announcement, the acquisition of U.S. Foodservice. These are all examples of Ahold's ability to acquire or joint venture with the best of class, significant and superior businesses where we can add value to all stakeholders. We are confident that there are still a considerable number of acquisition prospects to ensure our future growth. We have expanded our horizon from food retailer to become the world's best and most successful food provider. We strongly believe that adding closely related new channels of trade such as foodservice, e-commerce and financial and other services, will significantly enhance shareholder value. As consumers eat more outdoors, market demand in the case of foodservice, increases at twice the rate of food retail. Furthermore, the market structure in foodservice is still fragmented, so that there are ample opportunities for further acquisitions. The synergies between food service and food retail are many and we intend to exploit these to the highest degree possible. To U.S. Foodservice these synergies will accrue by lower costs of purchases, systems improvements and distribution efficiencies. Our stores will also benefit as food service is becoming an integral part of our offering. In addition the link of foodservice to e-commerce is very promising, as U.S. Foodservice has a very well-developed business-to-business concept along with fast-growing business-to-consumer applications. As you know, our company is totally dedicated to rolling out e-commerce and internet shopping on a global basis.

We continue to invest considerably in e-commerce and internet shopping during the years to come. In 2000 our expectation is to sell between Euro 200-250 m of goods and services through the net, whilst we see this amount doubling each year in 2001 and 2002. We have a flying start because of our strong household brands, our thorough knowledge and experience in home shopping and the advanced delivery systems behind this activity. You will see our store brands shortly developing into centers of excellence for food and related services. In summary, therefore, we expect to see very strong growth in our traditional business as well as in new lines of trade.

On previous occasions I have mentioned the 50% probability of a very major acquisition or a merger. This probability is still very much alive. We continue to think that our company is in an excellent position to see such a major move come to fruition. However, we underline that this is not absolutely essential to achieve our ambitious goals.

Last but not least, I would like to mention a number of extremely rewarding initiatives, taken internally to raise our performance bar.

In recent months we have introduced Ahold networking on a global basis. This initiative provides the tools and ensures the mindset for thousands of people in our company to actively participate in knowledge transfer and exchange best practice. It also ensures that in many areas of knowledge virtual team room participants from all of our operating companies are able to substantially improve their own performance. Goals and targets are being set to extract the benefits from this new and exciting initiative. At the same time we have made a lot of progress with our global and regional sourcing efforts. The structure and the people are in place to generate the many economies of scale that are available to lower the cost of goods. The global campaign "World Champions" in the fall of last year, was just a tip of the iceberg of what is happening behind the scenes. We have also taken great steps forward to ensure that the many innovations in our business are made available to all operating companies and are at times centrally coordinated. The e-commerce, financial services, non-food and certain retail format developments are examples of this.

Ladies and Gentlemen:

Despite our bullish outlook the stock market has not rewarded us recently. We are very much aware that many loyal shareholders have suffered a severe decline in the value of their holdings.

The Executive Board is strongly committed to ensure that our company's valuation will once again fairly reflect our continued superior performance, our very strong growth potential and last but not least our strategy to constantly innovate the traditional lines of business as well as to vigorously pursue new and related channels of trade.

Let me conclude by giving you the summary outlook for our business in 2000.

- Sales and operating results are expected to rise in all Ahold trade

areas, as a consequence of strong autonomous growth as well as new

acquisitions. - It is anticipated that net earnings will be significantly higher

than in 1999. - Earnings per share excluding currency fluctuations are foreseen to

increase by at least 15%. The acquisition of U.S. Foodservice

announced today is expected to further enhance this growth to 17-20%

in 2000.