What changed in this filing

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Item 9A. Controls and Procedures

2022-02-17 compared with 2021-02-16 · 27 added, 30 removed, 210 unchanged (21% of the section changed)

15 unchanged sentences

Management reviewed the results of its assessment with the Audit Committee of the Company's Board of Directors.

As permitted by applicable SEC guidance, the scope of our assessment of internal controls over financial reporting for fiscal year 2020 excluded internal controls over financial reporting for Smart Foodservice, which was acquired on April 24, 2020.

Smart Foodservice represented $1,206 million of our total assets as of January 2, 2021 and $759 million of our total Net sales for fiscal year 2020.

Based on this assessment, management determined that, as of January 1, 2022, the Company maintained effective internal control over financial reporting.

9 unchanged sentences

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended January 1, 2022, of the Company and our report dated February 17, 2022, expressed an unqualified opinion on those consolidated financial statements.

As described in the Report of Management on Internal Control over Financial Reporting dated February 16, 2021, management excluded from its assessment the internal control over financial reporting at Smart Foodservice, which was acquired on April 24, 2020, and whose financial statements constitute $1,206 million of total assets and $759 million of total net sales of the consolidated financial statement amounts as of and for the year ended January 2, 2021.

Accordingly, our audit did not include the internal control over financial reporting at Smart Foodservice.

Basis for Opinion

14 unchanged sentences

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ DELOITTE AND TOUCHE LLP

/s/ DELOITTE & TOUCHE LLP

Chicago, Illinois

14 unchanged sentences

to be issued upon exercise of outstanding options,

restricted warrants and rights (a)

restricted warrants and rights (1)

Weighted-average exercise price of shares underlying

outstanding options, warrants

and rights (b)

and rights (2)

Number of shares remaining available for future issuance under equity compensation plans

(excluding shares reflected

in column (a)) (c)

in column (a)) (3)

Equity compensation plans

approved by stockholders 8,423,069 24.14 9,149,629

11,377,252 (3)

Equity compensation plans

1 unchanged sentence

Total 8,423,069 24.14 9,149,629

11,377,252 (3)

(1) This number consists of 347,590 shares subject to outstanding awards granted under the 2007 Stock Incentive Plan for Key Employees of USF Holding Corp.

5 unchanged sentences

Certain Relationships and Related Transactions, and Director Independence

The information required by this item will be included in our 2021 Proxy Statement under the captions “Election of Directors,” “Corporate Governance” and “Related Party Transactions” is incorporated herein by reference.

The information required by this item will be included in our 2022 Proxy Statement under the captions “Election of Directors,” “Corporate Governance” and “Related Party Transactions” and is incorporated herein by reference.

Principal Accounting Fees and Services

5 unchanged sentences

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of January 2, 2021 and December 28, 2019

Consolidated Statements of Comprehensive Income for the Fiscal Years Ended January 2, 2021, December 28, 2019 and December 29, 2018

Consolidated Balance Sheets as of January 1 , 202 2 and January 2, 2021

Consolidated Statements of Comprehensive Income for the Fiscal Years Ended January 1 , 20 2 2 , January 2 , 20 2 1 and December 2 8 , 201 9

Consolidated Statements of Shareholders’ Equity for the Fiscal Years Ended

January 2, 2021, December 28, 2019 and December 29, 2018

C onsolidated Statements of Cash Flows for the Fiscal Years Ended

January 2, 2021, December 28, 2019 and December 29, 2018

January 1, 2022, January 2, 2021 and December 28, 2019

Consolidated Statements of Cash Flows for the Fiscal Years Ended

January 1, 2022, January 2, 2021 and December 28, 2019

Financial Statement Schedules

1 unchanged sentence

The following exhibits are filed as part of this Annual Report or are incorporated by reference.

2.1 Merger Agreement, dated as of March 5, 2020, by and among US Foods, Inc., CNC Merger Sub, Inc., Smart Stores Holdings Corp.

and Smart & Final Holdings, Inc.

(incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC on March 6, 2020) †

3.1 Restated Certificate of Incorporation of US Foods Holding Corp., effective as of May 1, 2019 (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on May 2, 2019).

4 unchanged sentences

4.2 First Supplemental Indenture, dated as of June 27, 2016, by and among US Foods, Inc., the Subsidiary Guarantors under the Indenture and Wilmington Trust, National Association (incorporated herein by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the SEC on June 28, 2016).

4.3 Form of 5.875% Senior Note due 2024 (incorporated herein by reference to Exhibit 4.3 to the Current Report on Form 8-K filed with the SEC on June 28, 2016 (included in Exhibit 4.1 thereto)).

4.3 Form of 5.875% Senior Note due 2024 (incorporated herein by reference to Exhibit 4.3 to the Current Report on Form 8-K filed with the SEC on June 28, 2016 (included in the indenture filed as Exhibit 4.1 thereto)).

4.4 Indenture, dated as of April 28, 2020, by and among US Foods, Inc., the subsidiary guarantors from time to time party thereto and Wilmington Trust, National Association, as trustee and as collateral agent (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on April 29, 2020).

4.5 Notes Collateral Agreement, dated as of April 28, 2020, by and among US Foods, Inc., the subsidiary grantors party thereto and Wilmington Trust, National Association, as collateral agent (incorporated herein by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the SEC on April 29, 2020).

4.6 Form of 6.25% Senior Secured Notes due 2025 (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on April 29, 2020 (included in Exhibit 4.1 thereto)).

4.6 Form of 6.25% Senior Secured Notes due 2025 (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on April 29, 2020 (included in the indenture filed as Exhibit 4.1 thereto)).

4.7 Indenture, dated as of February 4, 2021, by and among US Foods, Inc., the subsidiary guarantors from time to time party thereto and Wilmington Trust, National Association, as trustee and as collateral agent (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on February 4, 2021).

4.8 Form of 4.75% Senior Secured Notes due 2029 (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on February 4, 2021 (included in the indenture filed as Exhibit 4.1 thereto)).

4.9 Indenture, dated as of November 22, 2021 by and among US Foods, Inc., the subsidiary guarantors from time to time party thereto and Wilmington Trust, National Association, as trustee and as collateral agent (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on November 24, 2021).

4.10 Form of 4.625% Senior Secured Notes due 2030 (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on November 24, 2021 (included in the indenture filed as Exhibit 4.1 thereto)).

4.11 Description of Securities of US Foods Holding Corp.

(incorporated herein by reference to Exhibit 4.7 to the Annual Report on Form 10-K filed with the SEC on February 16, 2021).

10.1.1 ABL Credit Agreement, dated as of May 31, 2019, by and among US Foods, Inc., the other Borrowers party thereto, the Lenders and Issuing Lenders party thereto and Wells Fargo Bank, National Association (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on June 4, 2019).

25 unchanged sentences

and the lenders party thereto (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on April 29, 2020).

10.2.10 Ninth Amendment to the Credit Agreement, dated as of November 22, 2021, by and among US Foods, Inc., the other Loan Parties party thereto, Citicorp North America, Inc.

and the lenders party thereto (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on November 24, 2021).

10.3 Investment Agreement, dated April 21, 2020, by and between US Foods Holding Corp.

15 unchanged sentences

10.9* 2016 US Foods Holding Corp.

Omnibus Incentive Pla n , inclu ding forms of award agreements (incorporated herein by reference to Exhibit 10.6 to the Current Report on Form 8-K filed with the SEC on June 1, 2016).

Omnibus Incentive Plan, including forms of award agreements (incorporated herein by reference to Exhibit 10.6 to the Current Report on Form 8-K filed with the SEC on June 1, 2016).

10.10* US Foods Holding Corp.

2 unchanged sentences

2019 Long-Term Incentive Plan (incorporated herein by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q filed with the SEC on May 7, 2019).

10.12* Form of Restricted Stock Unit Grant Notice and Agreement (f or Time-Based Restricted Stock Units Awards Granted pre-March 2020) under the US Foods Holding Corp.

10.12* Form of Restricted Stock Unit Grant Notice and Agreement (for Time-Based Restricted Stock Units Awards Granted pre-March 2020) under the US Foods Holding Corp.

2019 Long-Term Incentive Plan (incorporated herein by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q filed with the SEC on May 7, 2019).

10.13* Form of Option Grant Notice and Agreement (for Time-Based Non-Qualified S tock Option Awards Granted pre-March 2020) under the US Foods Holding Corp.

10.13* Form of Option Grant Notice and Agreement (for Time-Based Non-Qualified Stock Option Awards Granted pre-March 2020) under the US Foods Holding Corp.

2019 Long-Term Incentive Plan (incorporated herein by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q filed with the SEC on May 7, 2019).

3 unchanged sentences

2019 Long-Term Incentive Plan (incorporated herein by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q filed with the SEC on May 5, 2020).

10.16* Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement (for Performance-Based Restricted Stock Unit Awards) under the US Foods Corp.

2019 Long-Term Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed with the SEC on May 10, 2021).

10.17* Form of Non-Employee Director Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement (Settlement upon Separation of Service) under the US Foods Holding Corp.

25 unchanged sentences

104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

† Schedules and exhibits to the Merger Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K.

We undertake to furnish copies of any of the omitted schedules and exhibits upon request by the Securities and Exchange Commission.

* Indicates a management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 15(b) of Form 10-K.

4 unchanged sentences

Pietro Satriano

Chairman and Chief Executive Officer (Principal Executive Officer)

Chief Executive Officer (Principal Executive Officer)

February 17, 2022

1 unchanged sentence

Signature Title Date

/s/ PIETRO SATRIANO Chairman and Chief Executive Officer February 16, 2021

/s/ PIETRO SATRIANO Chief Executive Officer and Director February 17, 2022

Pietro Satriano (Principal Executive Officer)

9 unchanged sentences

/s/ ROBERT M.

DUTKOWSKY Director

February 16, 2021

DUTKOWSKY Chairman of the Board February 17, 2022

/s/SUNIL GUPTA Director

13 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures