Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: Share Repurchase Program
−Removed: On November 2, 2022, our Board of Directors approved a share repurchase program under which the Company was authorized to repurchase up to $500 million of its outstanding common stock.
−Removed: Prior to June 1, 2024, the Company repurchased $340 million of shares of common stock pursuant to such plan.
−Removed: On June 1, 2024, the Board approved, and on June 5, 2024, the Company announced, a new share repurchase authorization of $1 billion of the Company’s common stock, an increase of $840 million above the $160 million of capacity remaining as of June 1, 2024 under the prior November 2022 authorization.
−Removed: As of June 29, 2024, there was approximately $979 million in remaining funds authorized under the increased repurchase program.
−Removed: For the 13 weeks ended June 29, 2024, the Company repurchased 749,387 shares at an aggregate purchase price of approximately $41 million under the program, inclusive of $1 million of excise taxes, fees and commissions.
−Removed: For the 26 weeks ended June 29, 2024, the Company repurchased 1,033,375 shares at an aggregate purchase price of approximately $54 million under the program, inclusive of $1 million of excise taxes, fees and commissions.
−Removed: The following table summarizes repurchases of US Foods common stock for the three periods ended June 29, 2024:
−Removed: Period (Millions of dollars, except number and price per share) Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Program Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program (1)
−Removed: March 31, 2024 through May 4, 2024 — $ — — $ 179
−Removed: May 5, 2024 through June 1, 2024 352,333 55.61 352,333 160
−Removed: June 2, 2024 through June 29, 2024 397,054 53.70 397,054 979
−Removed: Quarter-to-date Total 749,387 $ 54.60 749,387
+Added: Share Repurchase Programs
+Added: On November 2, 2022, our Board of Directors approved a share repurchase program (“Original Share Repurchase Program”) under which the Company was authorized to repurchase up to $500 million of its outstanding common stock.
+Added: On June 1, 2024, the Board approved, and on June 5, 2024, the Company announced, an increase in the amount of common stock that could be purchased under the Original Share Repurchase Program to $1 billion (“Amended Share Repurchase Program”).
+Added: As of September 28, 2024, there was approximately $398 million in remaining funds authorized under the Amended Share Repurchase Program.
+Added: For the 13 weeks ended September 28, 2024, the Company repurchased 10,399,672 shares at an aggregate purchase price of approximately $580 million under the Amended Share Repurchase Program, inclusive of $6 million of excise taxes, fees and commissions.
+Added: For the 39 weeks ended September 28, 2024, the Company repurchased 11,433,047 shares at an aggregate purchase price of approximately $634 million under the Amended Share Repurchase Program and the Original Share Repurchase Program, inclusive of $7 million of excise taxes, fees and commissions.
+Added: The following table summarizes repurchases of US Foods common stock for the 13 weeks ended September 28, 2024:
+Added: Period (Millions of dollars, except number and price per share) Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Programs
+Added: Approximate Dollar Value of Shares that May Yet Be Purchased Under the Programs (1)
+Added: June 30, 2024 through August 3, 2024 933,400 $ 52.96 933,400 $ 929
+Added: August 4, 2024 through August 31, 2024 6,915,384 54.68 6,915,384 551
+Added: September 1, 2024 through September 28, 2024 2,550,888 59.93 2,550,888 398
+Added: 10,399,672 $ 55.81 10,399,672
(1) The size and timing of any repurchases will depend on a number of factors, including share price, general business and market conditions and other factors.
−Removed: Under the share repurchase program, repurchases can be made from time to time using a variety of methods, including open market purchases, privately negotiated transactions, accelerated share repurchases and Rule 10b5-1 trading plans.
−Removed: The share repurchase program does not obligate the Company to acquire any particular amount of shares, and the repurchase program may be suspended or discontinued at any time at the Company’s discretion.
−Removed: The repurchase authorization does not have an expiration date.
+Added: Under the Amended Share Repurchase Program, repurchases can be made from time to time using a variety of methods, including open market purchases, privately negotiated transactions, accelerated share repurchases and Rule 10b5-1 trading plans.
+Added: The Amended Share Repurchase Program does not obligate the Company to acquire any particular amount of shares, and the Amended Share Repurchase Program may be suspended or discontinued at any time at the Company’s discretion.
+Added: The Amended Share Repurchase Program does not have an expiration date.
Defaults Upon Senior Securities
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