US Foods Holding Corp DEFA14A, filed Apr 25, 2022

US Foods Holding Corp. (USFD)

DEFA14A 2022-04-25

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US Foods Holding Corp.
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INVESTOR CONTACT:	MEDIA CONTACT:

Snehal Shah	Jamie Moser / Matthew Sherman
847-720-8109	Joele Frank, Wilkinson Brimmer Katcher
Snehal.Shah@usfoods.com	212-355-4449

	13 Weeks Ended
($ in millions)	April 2, 2022⁽¹⁾			April 3, 2021			Change			%
Net loss available to common shareholders (GAAP)	$	(16	)	$	(39	)	$	23			(59.0	)%
Series A Preferred Stock Dividends		(9	)		(15	)		6			(40.0	)%
Net loss (GAAP)		(7	)		(24	)		17			(70.8	)%
Interest expense—net		55			54			1			1.9	%
Income tax benefit		(8	)		(18	)		10			(55.6	)%
Depreciation expense		78			82			(4	)		(4.9	)%
Amortization expense		11			19			(8	)		(42.1	)%
EBITDA (Non-GAAP)		129			113			16			14.2	%
Adjustments:
Restructuring costs and asset impairment charges ⁽²⁾		—			3			(3	)		(100.0	)%
Share-based compensation expense ⁽³⁾		12			10			2			20.0	%
LIFO reserve adjustment ⁽⁴⁾		72			21			51			242.9	%
Loss on extinguishment of debt ⁽⁵⁾		—			23			(23	)		(100.0	)%
Business transformation costs ⁽⁶⁾		14			9			5			55.6	%
COVID-19 bad debt benefit ⁽⁷⁾		—			(15	)		15			(100.0	)%
Business acquisition and integration related costs and other ⁽⁸⁾		14			8			6			75.0	%
Adjusted EBITDA (Non-GAAP)		241			172			69			40.1	%
Depreciation expense		(78	)		(82	)		4			(4.9	)%
Interest expense—net		(55	)		(54	)		(1	)		1.9	%
Income tax provision, as adjusted ⁽⁹⁾		(28	)		(9	)		(19	)		211.1	%
Adjusted Net Income (Non-GAAP)	$	80		$	27		$	53			196.3	%
Diluted EPS (GAAP)	$	(0.07	)	$	(0.18	)	$	0.11			(61.1	)%
Restructuring costs and asset impairment charges ⁽²⁾		—			0.01			(0.01	)		(100.0	)%
Share-based compensation expense ⁽³⁾		0.05			0.05			—			—	%
LIFO reserve adjustment ⁽⁴⁾		0.32			0.10			0.22			220.0	%
Loss on extinguishment of debt ⁽⁵⁾		—			0.10			(0.10	)		(100.0	)%
Business transformation costs ⁽⁶⁾		0.06			0.04			0.02			50.0	%
COVID-19 bad debt benefit ⁽⁷⁾		—			(0.07	)		0.07			(100.0	)%
Business acquisition and integration related costs and other ⁽⁸⁾		0.06			0.04			0.02			50.0	%
Income tax provision, as adjusted ⁽⁹⁾		(0.06	)		0.03			(0.09	)		NM
Adjusted Diluted EPS (Non-GAAP) ⁽¹⁰⁾	$	0.36		$	0.12		$	0.24			200.0	%
Weighted-average diluted shares outstanding (Non-GAAP) ⁽¹¹⁾		222,877,385			220,713,683

	For the year ended
($ in millions, except share and per share data)	January 1, 2022			December 28, 2019			January 2, 2016
Net income (loss) available to common shareholders (GAAP)	$	121		$	385		$	168
Series A Preferred Stock Dividends		(43	)		—			—
Net income (loss) (GAAP)		164			385			168
Interest expense—net		213			184			285
Income tax benefit		50			126			25
Depreciation expense		323			311			253
Amortization expense		55			51			146
EBITDA (Non-GAAP)		805			1,057			876
Adjustments:
Former Sponsor fees ⁽¹⁾		—			—			10
Restructuring costs and asset impairment charges ⁽²⁾		11			—			173
Share-based compensation expense ⁽³⁾		48			32			16
LIFO reserve adjustment ⁽⁴⁾		165			22			(74	)
Loss on extinguishment of debt ⁽⁵⁾		23			—			—
Pension settlements ⁽⁶⁾		—			12			—
Business transformation costs ⁽⁷⁾		22			9			46
Formerly Proposed Sysco Acquisition Agreement termination fees—net ⁽⁸⁾		—			—			(288	)
Formerly Proposed Sysco Acquisition related costs ⁽⁹⁾		—			—			85
COVID-19 bad debt benefit ⁽¹⁰⁾		(15	)		—			—
COVID-19 other related expenses ⁽¹¹⁾		3			—			—
Business acquisition and integration related costs and other ⁽¹²⁾		(5	)		62			31
Adjusted EBITDA (Non-GAAP)		1,057			1,194			875
Adjusted EBITDA (ex. Food Group 2019 Impact) (Non-GAAP)		NA			1,171			NA
Adjusted EBITDA (Non-GAAP)		1,057			1,194			875
Depreciation expense		(323	)		(311	)		(253	)
Interest expense—net		(213	)		(184	)		(285	)
Income tax provision, as adjusted ⁽¹³⁾		(133	)		(176	)		(37	)
Adjusted Net Income (Non-GAAP) ⁽¹⁴⁾	$	388		$	523		$	300

	For the year ended December 28, 2019
($ in millions)	2019 Legacy		2019 Food Group			2019 Smart		2019 Pro Forma Actual		2019 Food Group Adjustment⁽¹⁵⁾		2019 Pro Forma Adjusted
Net income (loss)	$	406	$	(10	)	$	36	$	432	$	8	$	440
Interest expense—net		163		43			17		223		—		223
Income tax provision (benefit)		132		—			15		147		2		149
Depreciation expense		303		32			15		350		—		350
Amortization expense		38		13			—		51		—		51
EBITDA (Non-GAAP)		1,042		78			83		1,203		10		1,213
Adjustments:
Share-based compensation expense⁽³⁾		32		—			—		32		—		32
LIFO reserve adjustment⁽⁴⁾		22		—			—		22		—		22
Pension settlements⁽⁶⁾		12		—			—		12		—		12
Business transformation costs⁽⁷⁾		9		—			—		9		—		9
Business acquisition and integration related costs and other⁽¹²⁾		54		7			2		63		—		63
Adjusted EBITDA (Non-GAAP)	$	1,171	$	85		$	85	$	1,341	$	10	$	1,351