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Item 9A. Controls and Procedures

2023-02-17 compared with 2022-02-17 · 50 added, 24 removed, 213 unchanged (26% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

As of January 1, 2022, the end of the period covered by this Annual Report, an evaluation was carried out under the supervision and with the participation of US Foods Holding Corp.'s management, including our Chief Executive Officer and our Chief Financial Officer, of our “disclosure controls and procedures” (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934).

As of December 31, 2022, the end of the period covered by this Annual Report, an evaluation was carried out under the supervision and with the participation of US Foods Holding Corp.’s management, including our Chief Executive Officer and our Chief Financial Officer, of our “disclosure controls and procedures” (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934).

Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective to ensure that information required to be disclosed in the reports we file with the SEC is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that information required to be disclosed is accumulated and communicated to the Company’s management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

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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.

Management assessed the effectiveness of the Company's internal control over financial reporting as of January 1, 2022.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2022.

Management based this assessment on criteria for effective internal control over financial reporting described in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

1 unchanged sentence

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

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

Deloitte & Touche LLP, an independent registered public accounting firm, which audited and reported on the consolidated financial statements of the Company included in this report, has issued an attestation report on the effectiveness of our internal control over financial reporting as of January 1, 2022.

Based on this assessment, management determined that, as of December 31, 2022, the Company maintained effective internal control over financial reporting.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the fiscal quarter ended January 1, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There were no changes in our internal control over financial reporting during the fiscal quarter ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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We have audited the internal control over financial reporting of US Foods Holding Corp.

and subsidiaries (the “Company”) as of January 1, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January 1, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.

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.

and subsidiaries (the “Company”) as of December 31, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.

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 December 31, 2022, of the Company and our report dated February 16, 2023, expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

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Other Information

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

Directors, Executive Officers and Corporate Governance

3 unchanged sentences

Executive Compensation

The information required by this item will be included in our 2022 Proxy Statement under the captions “Compensation Discussion and Analysis,” “Compensation Committee Report,” “Executive Compensation,” and “Director Compensation” and is incorporated herein by reference, provided that the Compensation Committee Report shall not be deemed to be “filed” with this Annual Report.

The information required by this item will be included in our 2023 Proxy Statement under the captions “Compensation Discussion and Analysis,” “Compensation and Human Capital Committee Report,” “Executive Compensation,” and “Director Compensation” and is incorporated herein by reference, provided that the Compensation and Human Capital Committee Report shall not be deemed to be “filed” with this Annual Report.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

2 unchanged sentences

Equity Compensation Plan Information

The following table sets forth certain information regarding the Company’s equity compensation plans as of January 1, 2022:

The following table sets forth certain information regarding the Company’s equity compensation plans as of December 31, 2022:

Plan Category Number of shares

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Report of Independent Registered Public Accounting Firm

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 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

Consolidated Balance Sheets as of December 31, 2022 and January 1, 2022

Consolidated Statements of Comprehensive Income for the Fiscal Years Ended December 31, 2022, January 1, 2022, and January 2, 2021

Consolidated Statements of Shareholders’ Equity for the Fiscal Years Ended December 31, 2022, January 1, 2022, and January 2, 2021

Consolidated Statements of Cash Flows for the Fiscal Years Ended December 31, 2022, January 1, 2022, and January 2, 2021

Financial Statement Schedules

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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).

3.2 Amended and Restated Bylaws of US Foods Holding Corp., effective as of May 1, 2019 (incorporated herein by reference to Exhibit 3.2 to the Current Report on Form 8-K filed with the SEC on May 2, 2019).

3.2 Amended and Restated Bylaws of US Foods Holding Corp., effective as of November 2, 2022 (incorporated herein by reference to Exhibit 3.

1 to the Current Report on Form 8-K filed with the SEC on Novembe r 7 , 20 22 ).

3.3 Certificate of Designations Designating the Series A Convertible Preferred Stock, Par Value $0.01, of US Foods Holding Corp.

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10.1.3 Additional Revolving Credit Amendment and Agreement, dated as of May 4, 2020, among US Foods, Inc., the other Borrowers party thereto, the Lenders party thereto and Wells Fargo Bank, National Association, as administrative agent and collateral agent (incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on May 6, 2020).

10.1.4 Amendment No.

3 dated as of December 7, 2022, among US Foods, Inc., the other Loan Parties party thereto, the Lenders and Issuing Lenders party thereto and Wells Fargo Bank, National Association, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on December 13 2022).

10.2.1 Credit Agreement, dated as of May 11, 2011, by and among US Foods, Inc.

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and each of its executive officers (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on January 8, 2018).

10.24* Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement (for 3-year 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 12, 2022)

10.25 Cooperation Agreement, dated as of May 9, 2022, between US Holding Corp.

and Sachem Head (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on May 10, 2022)

10.26* Letter Agreement by and between US Holding Corp.

and Andrew Iacobucci, dated May 9, 2022 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on May 10, 2022).

10.27* Letter Agreement by and between US Foods, Inc.

and Dirk Locascio, dated June 19, 2022 (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q filed with the SEC on August 11, 2022).

10.28* Form of Award Agreement Amendment Letter under the US Foods Corp.

2019 Long-Term Incentive Plan by and between US Holding Corp.

and each of its executive officers (incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q filed with the SEC on August 11, 2022).

10.29* Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement (CEO Retention Awards) under the US Foods Corp.

2019 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q filed with the SEC on August 11, 2022).

10.30* Offer Agreement by and between the Company and David Flitman, dated November 22, 2022 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on November 28, 2022)

10.31* Form of Restricted Stock Unit Grant Notice and Agreement by and between the Company and David Flitman (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on November 28, 2022)

10.32* Form of Performance-Based Restricted Stock Unit Grant Notice and Agreement by and between the Company and David Flitman (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the SEC on November 28, 2022)

10.33* Executive Severance Agreement by and between the Company and David Flitman (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed with the SEC on November 28, 2022)

21.1 List of Subsidiaries of US Foods Holding Corp.

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US FOODS HOLDING CORP.

/s/ PIETRO SATRIANO

Pietro Satriano

Chief Executive Officer (Principal Executive Officer)

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Signature Title Date

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

Pietro Satriano (Principal Executive Officer)

FLITMAN Chief Executive Officer and Director February 16, 2023

Flitman (Principal Executive Officer)

LOCASCIO Chief Financial Officer

5 unchanged sentences

February 16, 2023

BARBER, JR Director

February 16, 2023

CARRUTHERS Director

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/s/ ROBERT M.

DUTKOWSKY Chairman of the Board February 17, 2022

/s/SUNIL GUPTA Director

DUTKOWSKY Director and Board Chair February 16, 2023

FERGUSON Director February 16, 2023

/s/ MARLA GOTTSCHALK Director

February 16, 2023

LEDERER Director

Marla Gottschalk

/s/SUNIL GUPTA Director

February 16, 2023

2 unchanged sentences

Carl Andrew Pforzheimer

/s/ QUENTIN ROACH Director

February 16, 2023

Quentin Roach

/s/ NATHANIEL H.

3 unchanged sentences

February 16, 2023

ZIEGLER Director

1 unchanged sentence

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