Operating and Financial Review and Prospects Critical accounting policies Vendor allowances 40 Ahold Annual Report 2003 Operating and Financial Review and Prospects the profitability of certain accounts, or, if such improvements cannot be achieved, to terminate those accounts. Second, USF is investing in human resources, training, marketing and other efforts to increase its share of "street" customers on a market-by-market basis. Street customers are typically independent, owner-operated restaurants, schools and other customers whose relationships are managed by USF's "street-based" group of sales representatives. Improved private label and product mix. USF intends to apply its category management process to increase its private label penetration in targeted product categories. USF is also applying this process to evaluate opportunities for shifting the mix of both branded and private label products to more value-added items. Improved distribution efficiencies. USF is evaluating opportunities for longer term gains in distribution efficiencies through investment in technology and facilities. Reinforcing accountability, controls and Corporate Governance We are in the process of replacing a decentralized system of internal controls with a one-company system with central reporting lines. We already announced that internal audit will not only report to the Chief Executive Officer, but also to the Audit Committee of the Supervisory Board. Additionally, we have established the position of Chief Corporate Governance Counsel on the Corporate Executive Board. The Chief Corporate Governance Counsel will serve as the driving force behind improving internal governance policies and practices, legal compliance and adherence to ethical and social standards. Effective April 19, 2004, we have formed a Corporate Business Controlling Organization and we have strengthened the Corporate Accounting and Reporting Department. To promote integrity on a broader level, we have initiated a Company-wide financial integrity program involving 15,000 managers, representing the entire middle and top ranks of our organization. On February 16, 2004, we announced our plans to implement the recommendations of the Dutch Tabaksblat Committee on corporate governance. At the March 3, 2004 Extraordinary General Meeting of Shareholders, our shareholders approved all agenda items to implement these recommendations, including proposed amendments to our Articles of Association. For additional information about the above plans, please see "Corporate Governance - Part I: Highlights of the New Structure" above. We prepare our consolidated financial statements in accordance with Dutch GAAP with a reconciliation to US GAAP. The preparation of our consolidated financial statements requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, including the disclosure of contingent assets and contingent liabilities and the reported amounts of revenue and expenses during the reporting period. Our critical accounting policies are those that are most important to our financial condition and results of operations and those that require the most difficult, subjective or complex judgments by our management. On an on-going basis, management evaluates its estimates and assumptions. Management bases its estimates and assumptions on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Because of the uncertainty of factors surrounding the estimates or judgments used in the preparation of our consolidated financial statements, actual results may vary from these estimates. We believe that the following policies are our critical accounting policies. For a summary of all our significant accounting policies, including the critical accounting policies discussed below, please see Note 2 to our consolidated financial statements included in this annual report. We, along with our independent auditor, have discussed our critical accounting policies with our Audit Committee and our Corporate Executive Board. We receive various types of allowances from vendors in the form of up-front payments (or lump sum payments or prepaid amounts), rebates (in the form of cash or credits) and other forms of payments that effectively reduce our cost of goods purchased from a vendor or the cost of promotional activities conducted by us that benefit the vendor. Effective 2003, we changed our accounting for vendor allowances in accordance with the guidance of the Financial Accounting Standards Boards Emerging Issues Task Force (EITF) Issue No. 02-16, "Accounting by a Customer (Including a Reseller) for Certain Consideration Received from a Vendor" ("EITF 02-16"). EITF 02-16 addresses the accounting and income statement classification for allowances received from vendors. Allowances received from vendors are presumed to be a reduction in prices paid for the product and should be recognized in cost of sales as the related inventory is sold, unless specific criteria are met to recognize the allowance as revenue or for treatment as reimbursement of specific, incremental, identifiable costs. We recorded the cumulative effect of this change in accounting policy of EUR 100 as a reduction of opening shareholders' equity under Dutch GAAP and income in the statements of operations for 2003 under US GAAP. The change in accounting principles is discussed in detail in Note 2 to our consolidated financial statements. Vendor allowances are only recorded if evidence of a binding arrangement exists with the vendor and receipt is both probable and estimable. The most common allowances offered by vendors are (i) volume- based allowances, which are off-invoice or amounts billed back to vendors based on the quantity of products

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