Operating and Financial Review and Prospects 38 Ahold Annual Report 2003 Operating and Financial Review and Prospects leading food retailer of choice in those markets in which we choose to operate. We will continue to own and operate retail companies that we believe can achieve a sustainable first or second position in their markets within three to five years, while also meeting defined profitability and return criteria over time. We intend to concentrate on fewer store formats, in particular, supermarket formats. We are implementing a similar strategy for our joint ventures to the extent possible. We intend to divest companies and entities that are not capable of meeting these objectives. We are in the process of defining the best organizational structure to take us forward. An important step in streamlining our food retail businesses is our harmonization process. As a first step, we are re organizing our food retail business into regional marketplaces with similar characteristics, which we call arenas. The creation of arenas will allow us to maintain the separate brands of each of our operating companies, including pricing and product assortment, while combining administrative control, information technology, sourcing, finance and human resources functions into a few, large integrated support service organizations. We are creating an arena in the U.S. which will consist of Stop Shop and Giant-Landover. As part of this, we are integrating the administrative and managerial functions of Stop Shop and Giant-Landover, which we expect will be effective by the end of the third quarter of 2004. As part of this arena strategy, the corporate headquarters for our U.S. retail trade business, currently located in Chantilly, Virginia, will be closed and the administrative functions currently performed there will be integrated with those of the new business arena being created, based in the Boston, Massachusetts area. In the last half of fiscal 2003, Giant-Carlisle and Tops completed the implementation of a shared services arrangement. Under this arrangement, most of the back office functions, including accounting, merchandising and management oversight, now are performed at the headquarters of Giant-Carlisle. In mid-2003, we announced that the Dutch retail arena would combine our Albert Heijn, Etos and Gall Gall operations. By year-end 2003, we had already established an arena for our food retail businesses in Central Europe, with a central service center supporting our businesses in the Czech Republic, Poland and Slovakia. We have closed the European Competence Center (the "ECC") which had supported the retail and foodservice operations of our four European arenas: The Netherlands, Nordic countries, Central Europe and Iberia. Effective March 2004, services provided by the ECC are being provided by the Ahold corporate headquarters and The Netherlands arena, which is expected to lead to harmonization and more effective business process management, as well as improved and more efficient infrastructure and control activities. With this new organizational framework, we are launching several strategic initiatives to improve competitiveness and, ultimately, sales and profitability. The areas being focused on include store operations, product mix and offerings, information technology, sourcing and supply chain infrastructure. We estimate that these initiatives will achieve annual cost savings of approximately EUR 600 million from 2006. A significant portion of these savings will be reinvested in strengthening our value and customer offering. This will require an investment and a non-recurring expense incurrence of approximately EUR 285 million from 2004 through 2006. Recovering the value of USF We are implementing a three-step program to restore the value of USF. Step 1 - Improving internal controls and corporate governance In mid-2003, USF initiated the first step in its value restoration program: establishing a rigorous internal control environment and strong corporate governance. With respect to internal controls, USF will implement a centralized supplier information system ("SIS") intended to track corporate-based vendor allowance programs for its broadline and chain divisions and provide greater transparency of corporate-based vendor allowances to its divisions. USF plans to complete development of its internal controls and procedures relating to corporate- based vendor allowance tracking in mid-2004. For a description of the procedures implemented to improve internal controls at USF, including those relating to vendor allowances, please see "Corporate Governance - Part III. Corporate Governance: Controls and Procedures." Until the SIS corporate-level vendor allowance tracking system is implemented, vendor allowance tracking is being handled through an interim spreadsheet vendor allowance tracking system. With respect to corporate governance, USF has taken a number of additional steps to strengthen its governance structure. First, USF created a separate advisory board to help implement stronger corporate governance and accountability within the company. As of April 15, 2004, the board was comprised of six members, all of whom were Ahold employees or members of our Supervisory Board. USF expects to add two external members to the board in the near future. The board had its first meeting in December 2003. Second, USF has established a disclosure committee consisting of senior members of the USF management team. This committee is responsible for reviewing and evaluating the business of USF to support management's efforts to ensure the accuracy and completeness of the company's disclosures and financial statements. Third, USF has established and filled a new executive leadership position to oversee the implementation of improved governance processes throughout USF. Fourth, USF has implemented supplemental reporting relationships directly to our senior executives for several members of the USF executive team. Step 2 - Restoring profitability and cash flow In late 2003, USF embarked on the second step in its

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