April 21 and 22, 2005 Chicago, IL

/ /HB/ccaoverview/ds2 CCA Global Partners the power to do more

No one can be the best at everything. But when all of us combine our talents, we can and will be the best at virtually anything. - Dan Zadra

The best hope of solving all our problems lies in harnessing the diversity, the energy, and the creativity of all our people. - Roger Williams

/HB/ccaoverview/jw 5 CCA Global Partners Leader in the retail industry Network gross sales of $8 billion Retail Sales / $ Billions (USD)

Our Growth Number of Stores Worldwide Grown from a few member stores in 1985 to over 3,200 worldwide today We are positioned to continue our dynamic growth and leadership position well into the 21st century

Our Growth 74 consecutive quarters of profitability

Our Growth $100 million net worth $100 million

Our Mission To provide tools, products and services to help our members compete successfully in their markets and to assist in increasing their growth and profitability.

Our Model CCA Global Partners provides it’s member stores with a business model for success Management Systems marketing buying technology Maintain the lowest cost structure in the industry

The Concept BuyingMarketing Management

Marketing & Advertising Rug Decor Meeting Services Information Technology Human Resources Finance & Accounting Membership Recruiting Insurance National Programs Carpet One USA Flooring America Tuxedo America ProSource CCA International Lender’s One Product & Merchandising Education & Training Buying Member Services Legal National Accounts Real Estate Lighting One International Design Guild Stone Mountain/GCO Floor Expo Carpet One Canada Flooring One Advance Carpet One Support Divisions Companies The Biking Solution

Creating the Magic Zone Owners CCA Empathetic Owner & Staff Professional & Knowledgeable Passion for Business Professional Training World-Class Marketing Lower Operational Costs Maximization of Profits Best Service Straight-shooters Innovative Respects and likes their customers Honest Confident Real People Smart Business People Know Product Staff Works Like a Team National Programs Real Estate Services Store Design National Accounts Information Technology Human Resources & Hiring Product & Merchandising Marketing & Advertising Buying Member Services Training Research Growth of Business Increase Customers & Profit Magic Zone

Our Focus Conversion franchising in the mainstream retail segment Franchise creation in the other market segments

What We Do For Our Member Stores Negotiate and purchase product at competitive prices Merchandising systems Advertising and marketing programs Technology solutions Negotiate and secure locations Education, sales training and sales management

What We Do For Our Member Stores National Programs National Accounts Store Design Research Real estate

Our membership stores are recognized as the most successful, the most profitable and the best managed in their industry

Flooring Retail – North America

More than 976 stores worldwide and growing Full service specialty stores

Building Brands CCA’s exclusive brands meet consumer needs Carpet One brand recognition grew from 3% in 1992 to 41% today, and is number one in its category Liz Claiborne has 95% consumer recognition LEES For Living is the number three most recognized flooring brand Good Housekeeping has a 99% recognition

More than 451 stores worldwide and growing Full service specialty stores

High-End Flooring

108 showrooms and growing Focus on decorative and upscale retail market Single-source access to finest flooring products from all over the world

Factory Outlet - Flooring

126 stores in U.S. and growing rapidly Taking advantage of off-priced shopping trend Provides reduce pricing in factory outlet environment Reduces overhead expenses and other costs

Offers a wide selection of area rugs through 26 outlet mall stores To capitalize on the fastest growing segment of the floor covering industry

Residential Builders - Flooring

Membership representation in 22 of the top 25 builder markets Installs flooring in one out of every three new homes in America 120 locations

Wholesale Flooring

More than 144 showrooms in U.S. and Canada Serves the flooring resellers – –builders – –designers – –installers – –contractors Members-only showroom concept

Retail International - Flooring

Carpet One retail stores in Australia and New Zealand with 90 stores Full service floor-covering retail stores

A joint venture of CCA Global and Associated Independent Stores Largest independent buying group in the U.K. with over 226 locations

Residential and Commercial Lighting

Network of showrooms carrying high quality residential lighting and home furnishing accessories 103 locations in the U.S.

Mortgage Aggregator

One of the largest aggregators of mortgage money in the U.S. $40 billion in annual mortgage volume Uses the combined strength of its members to negotiate exceptional terms on products and services 515 Locations

Formalwear

A cooperative of premier independent bridal and men’s formalwear retailers 264 locations throughout the U.S.

Biking

A partnership with Giant Bicycle Company, the world’s largest manufacturer of bicycles Over 230 locations throughout the U.S.

Looking Ahead CCA Global Partners Planning to grow to 5,400 member stores by ,400

Growth Strategy We will pursue an aggressive growth strategy over the next 5 years that can deliver 20% growth per year

We Have Built A Core Competency A core competency is a GROUP OF SKILLS unmatched by competitors that would be difficult, expensive or time consuming to duplicate A core competency is a source of sustainable competitive advantage

Why We Believe We Can Grow We have the financial strength CCA has a unique business model that is of value in other industries – –We’re strong in most business areas – –Very few franchises are skilled in the buying areas of the business

We Have Deep Resources Our people Our leadership team Our member network Our experience Our capital – financially strong Our information technology – to come Our business processes

We Have Built A Platform A platform is base from which we can launch new businesses or groups of businesses that would be synergistic –Cendant –ServiceMaster

The Plan Acquire existing franchise systems or co-ops that are not fully meeting their franchisees expectations If there is a market void start a new franchise/co-op

Possibilities Include Home furnishings Bedding Office furniture Jewelry Building materials Sporting goods Pet supply stores Paint & Wallpaper stores And more!

You cannot discover new oceans unless you have the courage to lose sight of the shore. - Daniel Abraham

We don't have to take life the way it comes to us. By converting our dreams into goals, and our goals into plans, we can design life to come to us the way we want it. We can live our lives on purpose, instead of by chance. - Dan Zadra

April 21 and 22, 2005 Chicago, IL

ACCION International Alternative Forms of Affiliation Livingston Parsons – V.P. - Lending & Model Development Chicago Federal Reserve Bank April 21, 2005

ACCION Int’l - To give people the tools they need - micro” loans and business training - to work their way out of poverty. ACCION USA – To improve the lives of low & moderate income individuals & business owners by providing credit & other financial services The ACCION Mission

Where ACCION Works 28 Microfinance Partners in 21 Countries Bolivia Brazil (2) Colombia (3) Ecuador (3) El Salvador Guatemala Haiti Honduras Americas Mexico (2) Nicaragua Paraguay (2) Peru Venezuela United States - -3 AUSA Offices - -5 AUSA Associate Programs Africa Angola Benin Mozambique Nigeria Tanzania Uganda Zimbabwe

Together, ACCION and its partner microfinance institutions have loaned $7.6 billion to 4.7 million microentrepreneurs since 1992, with a repayment rate of 97%. ACCION’s Impact As of December 31, 2004

Key Indicators Year End 2004 Active Portfolio $456.7 million % of Women 65% Total Amount Disbursed $839.7 million Key Indicators Active Borrowers1.46 million Active Portfolio $931 million Percentage of Women 65% Total Amount Disbursed $1.76 billion

ACCION’s History Expanding Our Reach Active Clients Active Portfolio

Initial loans for working capital Short-term, stepped lending Frequent amortization Innovative individual loan products & solidarity groups ACCION’s Products & Services Methodology

Volunteers in the field – ‘60s Creating local institutions – ‘70s –Building local leadership Building a Network & Expansion – ‘80s Creating Financial Institutions – Early ‘90s –NGO Transformation & Governance - Bancosol ACCION as Investor - Late 90s –Gateway Fund & Commercial Markets New Delivery Channels for Microfinance – ‘00s –Commercial Banks –Consulting Services –Service Company Partnership –Direct lending at ACCION USA ACCION International’s History

“Reverse Transfer of Technology” – ‘91 –ACCION New York Created Building a Network & Expansion – Early ‘90s –U.S. Associate Programs Launched AUSA as Technical Assistance Provider –Model Development Role Creating Direct Lending Offices – ’01 –Centralization, Efficiency & Expansion New U.S. Delivery Channels ‘03 – ‘05 –Program Consolidation –Commercial Banks Partners –Local Partners – Internet ACCION USA’s History

Thank you

April 21 and 22, 2005 Chicago, IL

Robert M. Ling, Jr. Christine Neal

Agenda Unified Western Grocers – What We Do – How We Operate – Some Lessons Learned Unified Western Grocers – What We Do – How We Operate – Some Lessons Learned

What We Do

Unified – What We Do Largest wholesale distributor of grocery products in the Western United States – Annual sales of $3 billion Fortune 500 equivalent Broad customer base of diverse retailers – Significant market share in retail trade areas Largest wholesale distributor of grocery products in the Western United States – Annual sales of $3 billion Fortune 500 equivalent Broad customer base of diverse retailers – Significant market share in retail trade areas

Unified – What We Do Organized and structured as a cooperative in 1925 – There is “strength in numbers” Combined buying power of independents makes them competitive with large chains – True in 1925, still true today Although created as a purchasing co- op, our business model is much broader today Organized and structured as a cooperative in 1925 – There is “strength in numbers” Combined buying power of independents makes them competitive with large chains – True in 1925, still true today Although created as a purchasing co- op, our business model is much broader today

Unified – What We Do There is “skin in the game” – Our customers (Members) also are owners of the company – Our equity capital comes primarily from Members There is “skin in the game” – Our customers (Members) also are owners of the company – Our equity capital comes primarily from Members

A Profile of our Membership – 550 Members operating 1,500 grocery stores Range from single-store operators to 50-store operators Wide variety of formats Top 100 members account for 80% of Unified sales Non-members also can purchase from Unified A Profile of our Membership – 550 Members operating 1,500 grocery stores Range from single-store operators to 50-store operators Wide variety of formats Top 100 members account for 80% of Unified sales Non-members also can purchase from Unified Unified – What We Do

Our Mission – Develop and maintain an efficient grocery distribution channel that enables independent retailers to compete with large self-distributing chains We are a “virtual” chain – Provide the right products and services to independent retailers to help them grow and prosper over time Our success is dependent upon the success of the independent grocer Our Mission – Develop and maintain an efficient grocery distribution channel that enables independent retailers to compete with large self-distributing chains We are a “virtual” chain – Provide the right products and services to independent retailers to help them grow and prosper over time Our success is dependent upon the success of the independent grocer Unified – What We Do

Vendors Wholesalers Retailers Consumers

How We Operate

Unified — How We Operate We use economies of scale to create efficiencies and opportunities throughout our distribution channel We serve as the eyes, ears and mouthpiece for our supply channel by providing leadership, intellectual capital and expertise in a wide range of areas – Example: Hispanic growth in Southern California – Help retailers enter underserved, lower income urban neighborhoods We use economies of scale to create efficiencies and opportunities throughout our distribution channel We serve as the eyes, ears and mouthpiece for our supply channel by providing leadership, intellectual capital and expertise in a wide range of areas – Example: Hispanic growth in Southern California – Help retailers enter underserved, lower income urban neighborhoods

Unified — How We Operate Buying Power – Aggregating 1,500 stores into a virtual chain increases marketplace clout Better prices Greater promotional allowances Viewed by vendors as “regional” instead of “local” Provides our retailers access to a much wider range of products than would otherwise be available Buying Power – Aggregating 1,500 stores into a virtual chain increases marketplace clout Better prices Greater promotional allowances Viewed by vendors as “regional” instead of “local” Provides our retailers access to a much wider range of products than would otherwise be available

Unified — How We Operate Warehousing/Logistics – 4 million square feet of warehouse (conventional, case-pick, item- pick, mechanized, chilled, frozen) 60,000+ items 1,000 trailers on the road Warehouse and transportation monitored constantly to keep costs low, productivity high Warehousing/Logistics – 4 million square feet of warehouse (conventional, case-pick, item- pick, mechanized, chilled, frozen) 60,000+ items 1,000 trailers on the road Warehouse and transportation monitored constantly to keep costs low, productivity high

Unified — How We Operate Technology — The “Backbone” of our Infrastructure – Drives efficiency in our warehouse and fleet operations – Needed by retailers to interact with warehouse and to operate stores efficiently – Unified provides expertise to select and implement best, most efficient systems Scanning systems, back office, etc. Technology — The “Backbone” of our Infrastructure – Drives efficiency in our warehouse and fleet operations – Needed by retailers to interact with warehouse and to operate stores efficiently – Unified provides expertise to select and implement best, most efficient systems Scanning systems, back office, etc.

Unified — How We Operate Retailers Vendors Consumers Wholesaler

Services – Dairy/bakery manufacturing on local basis – Retail marketing, merchandising and promotional support – Insurance – Real estate services – Store equipment and supplies – Member financial support Services – Dairy/bakery manufacturing on local basis – Retail marketing, merchandising and promotional support – Insurance – Real estate services – Store equipment and supplies – Member financial support Unified — How We Operate

We do not put tight restrictions on membership All are welcome No territorial boundaries Survival of the fittest Some Members compete with each other We do not attempt to predict who will be successful in our environment We do not put tight restrictions on membership All are welcome No territorial boundaries Survival of the fittest Some Members compete with each other We do not attempt to predict who will be successful in our environment Unified — How We Operate

Two financial models for grocery cooperatives – Overcharge and Big Rebate – Basically Break-even (Unified model) Unified’s primary mission is to provide a competitive source of supply, not ROI Two financial models for grocery cooperatives – Overcharge and Big Rebate – Basically Break-even (Unified model) Unified’s primary mission is to provide a competitive source of supply, not ROI Unified — How We Operate

Unified and Its Retailers: A Successful Model

Unified — Some Lessons Learned Provide the infrastructure necessary to compete in a Wal-Mart world Listen to the marketplace Stop selling if the customer does not pay Hire the right people for the job Focus on governance and process Provide the infrastructure necessary to compete in a Wal-Mart world Listen to the marketplace Stop selling if the customer does not pay Hire the right people for the job Focus on governance and process

The Importance of Infrastructure Retailers can’t succeed without: – Stable supply of a wide range of products – Prices that keep them competitive Bigger is better – 60% of our costs are fixed Retailers can’t succeed without: – Stable supply of a wide range of products – Prices that keep them competitive Bigger is better – 60% of our costs are fixed

The Importance of Structure Ownership provides an element of control and influence – Helps drive commitment and loyalty Sense of community with other independents – “Us vs. them” Broad, diverse membership protects against significant “hits” when any Member departs or the marketplace moves Ownership provides an element of control and influence – Helps drive commitment and loyalty Sense of community with other independents – “Us vs. them” Broad, diverse membership protects against significant “hits” when any Member departs or the marketplace moves

Listen to the Marketplace Marketplace intelligence provides a competitive edge – Changing demographics – Emerging trends Products, competition, technology – Must be able to quickly change and differentiate – Case study #1: Pro and Sons Ranch Markets Marketplace intelligence provides a competitive edge – Changing demographics – Emerging trends Products, competition, technology – Must be able to quickly change and differentiate – Case study #1: Pro and Sons Ranch Markets

Listen to the Marketplace Hispanic format circa 1980 Ranch Market Phoenix, Arizona November 2004

Listen to the Marketplace We listen to our customers and provide what they need – Case study #2: Unified’s dairy operations The business world, especially at retail, is moving faster every day – If we don’t pay attention, someone else will We listen to our customers and provide what they need – Case study #2: Unified’s dairy operations The business world, especially at retail, is moving faster every day – If we don’t pay attention, someone else will

The Wholesaler’s Dilemma — When Not to Ship Our position as primary supplier gives us insight into retailers’ ability to pay us Don’t throw good $$$ after bad – know when to pull the plug – Lack of discipline has hurt other wholesalers Credit losses are more destructive to Unified than the loss of a customer’s business – Will take strong actions if necessary Our position as primary supplier gives us insight into retailers’ ability to pay us Don’t throw good $$$ after bad – know when to pull the plug – Lack of discipline has hurt other wholesalers Credit losses are more destructive to Unified than the loss of a customer’s business – Will take strong actions if necessary

The Importance of Management Our business has become highly complex and diverse – Not the simple buy- warehouse-deliver business it used to be – Specialists in many areas now required – The evolution to professional management Our business has become highly complex and diverse – Not the simple buy- warehouse-deliver business it used to be – Specialists in many areas now required – The evolution to professional management

Focus on Governance and Process Ownership by our customers breeds loyalty — and potential conflicts State-of-the-art governance practices expected and required by our constituents – Lenders – Accountants – Regulators – Members and Customers Ownership by our customers breeds loyalty — and potential conflicts State-of-the-art governance practices expected and required by our constituents – Lenders – Accountants – Regulators – Members and Customers

Some Conclusions Scale matters Stay in touch — listen Be disciplined Hire the right expertise Focus on governance and process Scale matters Stay in touch — listen Be disciplined Hire the right expertise Focus on governance and process

Thank you.

Questions? Comments?

April 21 and 22, 2005 Chicago, IL