46 unchanged sentences
Other Information
−Removed: No Adoption or Termination of Trading Arrangements
−Removed: During the three months ended December 30, 2023, no director or executive officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
+Added: Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements
+Added: During the three months ended December 28, 2024, one of our executive officers adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K of the Exchange Act, as follows.
+Added: On December 9, 2024, Dirk Locascio, Executive Vice President and Chief Financial Officer, adopted a trading plan intended to satisfy the conditions under Rule 10b5-1(c) of the Exchange Act.
+Added: Locascio’s Rule 10b5-1 trading plan provides for the exercise and sale of 32,500 stock options.
+Added: The foregoing exercises or sales will be made in accordance with the prices and formulas set forth in the plan and such plan terminates on the earlier of the date all the shares under the plan are sold and December 31, 2025.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
4 unchanged sentences
See Item 1 of Part I, “Business-Information about our Executive Officers” for the information required by this item with respect to our executive officers.
+Added: Insider Trading Policy
+Added: The Company has adopted an insider trading policy which governs the purchase, sale, and/or any other dispositions of our securities by the Company and its directors, officers and employees and is designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to the Company.
+Added: A copy of the Company’s insider trading policy is filed with this Annual Report on Form 10-K as Exhibit 19.1.
Executive Compensation
35 unchanged sentences
Consolidated Balance Sheets as of December 28, 2024 and December 30, 2023
−Removed: Consolidated Statements of Comprehensive Income for the Fiscal Years Ended December 30, 2023, December 31, 2022 and January 1, 2022
−Removed: Consolidated Statements of Shareholders’ Equity for the Fiscal Years Ended December 30, 2023, December 31, 2022 and January 1, 2022
−Removed: Consolidated Statements of Cash Flows for the Fiscal Years Ended December 30, 2023, December 31, 2022 and January 1, 2022
+Added: Consolidated Statements of Comprehensive Income for the Fiscal Years Ended December 28, 2024, December 30, 2023 and D ecember 31, 2022
+Added: Consolidated Statements of Shareholders’ Equity for the Fiscal Years Ended December 28, 2024, December 30, 2023 and December 31, 2022
+Added: Consolidated Statements of Cash Flows for the Fiscal Years Ended December 2 8, 2024, December 30, 2023 and December 31, 2022
Financial Statement Schedules
3 unchanged sentences
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 November 7, 2022).
+Added: Indenture, dated October 3, 2024, by and among US Foods, Inc., the subsidiary guarantors from time to time party thereto and Wilmington Trust, National Association, as trustee (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on October 3, 2024).
+Added: Form of 5.750% Senior Unsecured Notes due 2033 (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on October 3, 2024 (included in the indenture filed as Exhibit 4.1 thereto)).
Indenture, dated as of September 25, 2023 by and among US Foods, Inc., the subsidiary guarantors from time to time party thereto and Wilmington Trust, National Association, as trustee (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on September 25, 2023).
15 unchanged sentences
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).
+Added: Amendment No.
+Added: 4 to ABL Credit Agreement, dated as of April 30, 2024, among US Foods, as Borrower, the other Loan Parties (defined in the ABL Agreement), each lender party thereto and Wells Fargo Bank, National Association, as administrative agent and collateral agent.
+Added: (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on May 2, 2024).
Credit Agreement, dated as of May 11, 2011, by and among US Foods, Inc.
24 unchanged sentences
Eleventh Amendment to Credit Agreement (incorporated by reference to Ex 10.1 to Current Report on Form 8-K filed on August 22, 2023).
+Added: Twelfth Amendment to Credit Agreement (incorporated by reference to Ex 10.1 to Current Report on Form 8-K filed on February 29, 2024).
+Added: Thirteenth Amendment to Credit Agreement (incorporated by reference to Ex 10.1 to Current Report on Form 8-K filed on October 3, 2024).
US Foods Holding Corp.
36 unchanged sentences
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)
−Removed: Cooperation Agreement, dated as of May 9, 2022, between US Holding Corp.
−Removed: 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)
Letter Agreement by and between US Holding Corp.
11 unchanged sentences
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)
+Added: Form of Severance Letter Agreement for Executive Vice Presidents (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q filed with the SEC on May 9, 2024).
+Added: Form of Severance Letter Agreement for Senior Vice Presidents (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q filed with the SEC on May 9, 2024).
+Added: Insider Trading Policy.
List of Subsidiaries of US Foods Holding Corp.
6 unchanged sentences
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
−Removed: C lawback Policy
+Added: Clawback Policy .
Interactive Data File.
17 unchanged sentences
February 13, 2025
−Removed: BARBER, JR Director
−Removed: February 15, 2024
−Removed: /s/ ROBERT M.
−Removed: DUTKOWSKY Director and Board Chair February 15, 2024
−Removed: FERGUSON Director February 15, 2024
/s/ MARLA GOTTSCHALK Director
9 unchanged sentences
Quentin Roach
−Removed: TEHLE Director
−Removed: February 15, 2024
+Added: TEHLE Director and Board Chair
February 13, 2025
2 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.