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As filed with the Securities and Exchange Commission on May 10, 2017
Registration No. 333-217325

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

A MENDMENT N O . 1
T O
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

US FOODS HOLDING CORP.
(Exact Name of Registrant as Specified in its Charter)

 
					
Delaware	 	5140	 	26-0347906	
(State or other jurisdiction of
incorporation or organization)	 	(Primary Standard Industrial
Classification Code Number)	 	(I.R.S. Employer
Identification No.)	
9399 W. Higgins Road, Suite 500
Rosemont, IL 60018
(847) 720-8000
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Kristin M. Coleman, Esq.
Executive Vice President, General Counsel and Chief Compliance Officer
US Foods Holding Corp.
9399 W. Higgins Road, Suite 500
Rosemont, IL 60018
(847) 720-8000
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:
					
John P. Kelsh, Esq.
Sidley Austin LLP
1 South Dearborn Street
Chicago, IL 60603
Telephone: (312) 853-7000	 	Steven J. Slutzky, Esq.
Debevoise & Plimpton LLP
919 Third Avenue
New York, NY 10022
Telephone: (212) 909-6000	 	Joseph H. Kaufman, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, NY 10017
Telephone: (212) 455-2000	

Approximate date of commencement of the proposed sale of the securities to the public: As soon as practicable after the Registration Statement is declared effective.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  ☐
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	 	☐	  	Accelerated filer	 	☐	
				
Non-accelerated filer	 	☒  (Do not check if a smaller reporting company)	  	Smaller reporting company	 	☐	
				
	 		  	Emerging growth company	 	☐	
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.   ☐

CALCULATION OF REGISTRATION FEE

 	
Title Of Each Class Of
Securities To Be Registered	 	Amount
to be
Registered	 	Proposed
Maximum
Offering Price
Per Share	 	Proposed
Maximum
Aggregate
Offering Price	 	Amount of
Registration Fee	
Common Stock, par value $0.01 per share	 	40,250,000 (1)	 	$28.35 (2)	 	$1,141,087,500 (1)(2)	 	$132,252.05 (3)	

(1)	Includes 5,250,000 shares of common stock subject to the underwriters’ option to purchase additional shares of common stock. See “Underwriting (Conflicts of Interest).”	
(2)	Estimated solely for the purpose of determining the amount of the registration fee in accordance with Rule 457(c) under the Securities Act of 1933, as amended. The proposed maximum offering price per share and proposed maximum aggregate offering price are based on the average high and low prices of the Registrant’s common stock on May 3, 2017 as reported on the New York Stock Exchange.	
(3)	The Registrant paid $11,590 of the registration fee with respect to $100,000,000 of the proposed maximum offering price in connection with the initial filing of this registration statement.	

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

 

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The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
 
Subject to Completion Dated May 10, 2017
PRELIMINARY PROSPECTUS
35,000,000 Shares

US FOODS HOLDING CORP.
Common Stock

The selling stockholders named in this prospectus are offering 35,000,000 shares of common stock of US Foods Holding Corp. We will not receive any proceeds from the sale of our common stock by the selling stockholders. The selling stockholders include investment funds associated with Clayton, Dubilier & Rice, LLC and Kohlberg Kravis Roberts & Co. L.P.
Our common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “USFD.” On May 9, 2017, the closing sales price of our common stock as reported on the NYSE was $28.80 per share.
To the extent the underwriters sell more than 35,000,000 shares of common stock, the underwriters have the option to purchase up to an additional 5,250,000 shares from the selling stockholders that are affiliated with Clayton, Dubilier & Rice, LLC and Kohlberg Kravis Roberts & Co. L.P. at the public offering price less the underwriting discount within 30 days of the date of this prospectus. We will not receive any proceeds from the sale of our common stock by the selling stockholders pursuant to any exercise of the underwriters’ option to purchase additional shares.

Investing in our common stock involves risk. Before buying shares of our common stock, you should read the discussion of material risks described in the section titled “ Risk Factors ” beginning on page 22 of this prospectus and beginning on page 10 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2016, as well as the other information included or incorporated by reference in this prospectus.
None of the Securities and Exchange Commission, any state securities commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

 	  	Per
Share	 	  	Total	 	
Public offering price	  	$	            	 	  	$	            	 	
Underwriting discounts and commissions (1)	  	$		 	  	$		 	
Proceeds, before expenses, to the selling stockholders	  	$		 	  	$		 	

(1)	We have agreed to reimburse the underwriters for certain FINRA-related expenses. See “Underwriting (Conflicts of Interest).”	

Delivery of the shares of common stock against payment is expected to be made on or about             , 2017.

 
					
Goldman Sachs & Co. LLC	 	Morgan Stanley	 	J.P. Morgan	
					
BofA Merrill Lynch	 	Citigroup	 	Credit Suisse	
					
Deutsche Bank Securities	 	Wells Fargo Securities	 	KKR	
					
BMO Capital Markets            BTIG           Guggenheim Securities         ING         Rabo Securities        Natixis	
Prospectus dated                 , 2017

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MARKET AND INDUSTRY DATA	  	 	ii	 	
TRADEMARKS, SERVICE MARKS AND TRADE NAMES	  	 	ii	 	
BASIS OF PRESENTATION	  	 	ii	 	
SUMMARY	  	 	1	 	
THE OFFERING	  	 	15	 	
SUMMARY HISTORICAL CONSOLIDATED FINANCIAL DATA	  	 	17	 	
RISK FACTORS	  	 	22	 	
FORWARD-LOOKING STATEMENTS	  	 	29	 	
USE OF PROCEEDS	  	 	31	 	
DIVIDEND POLICY	  	 	32	 	
PRICE RANGE OF COMMON STOCK	  	 	33	 	
CAPITALIZATION	  	 	34	 	
SELLING STOCKHOLDERS	  	 	35	 	
DESCRIPTION OF CAPITAL STOCK	  	 	41	 	
MATERIAL U.S. FEDERAL INCOME AND ESTATE TAX CONSEQUENCES TO NON-U.S. HOLDERS OF OUR COMMON STOCK	  	 	46	 	
UNDERWRITING (CONFLICTS OF INTEREST)	  	 	49	 	
NOTICE TO INVESTORS	  	 	52	 	
LEGAL MATTERS	  	 	55	 	
EXPERTS	  	 	55	 	
INCORPORATION BY REFERENCE	  	 	55	 	
WHERE YOU CAN FIND MORE INFORMATION	  	 	56	 	

Neither we, the selling stockholders nor the underwriters have authorized anyone to provide you with information different from that included or incorporated by reference in this prospectus, any amendment or supplement to this prospectus or any free writing prospectus prepared by us or on our behalf. Neither we nor the underwriters take any responsibility for, or can provide any assurance as to the reliability of, any information other than the information included or incorporated by reference in this prospectus, any amendment or supplement to this prospectus or any free writing prospectus prepared by us or on our behalf. We, the selling stockholders and the underwriters are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions where offers and sales are permitted. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of shares of our common stock.
 
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 MARKET AND INDUSTRY DATA
Market data, industry statistics, and forecasts included or incorporated by reference in this prospectus, other than those provided by third party experts, are based on the good faith estimates of management, which in turn are based upon management’s reviews of independent industry publications, reports by market research firms, and other independent and publicly available sources. Unless we indicate otherwise, market data and industry statistics included or incorporated by reference in this prospectus are for the fiscal year ended December 31, 2016. All references to our market share refer to our net sales as compared to aggregate revenues for the U.S. foodservice distribution industry.
Although we are not aware of any misstatements regarding the industry data that we include or incorporate by reference in this prospectus, our estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under “Risk Factors” and “Forward-Looking Statements” in this prospectus and “Risk Factors,” “Forward-Looking Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016 and our Quarterly Report on Form 10-Q for the fiscal quarter ended April 1, 2017, which are incorporated by reference in this prospectus.
 TRADEMARKS, SERVICE MARKS AND TRADE NAMES
This prospectus includes or incorporates by reference some of our trademarks, trade names, and service marks, including US Foods, Keeping Kitchens Cooking, Cattleman’s Selection, Clean Force, Cross Valley Farms, Chef’s Line, Chef’Store, del Pasado, Devonshire, Food Fanatics, Glenview Farms, Harbor Banks, Harvest Value, Hilltop Hearth, Metro Deli, Molly’s Kitchen, Monarch, Monogram, Optimax Pacific Jade, Patuxent Farms, Rykoff Sexton, Rituals, Roseli, Stock Yards, Superior, Thirster and Valu+Plus. Each one of these trademarks, trade names or service marks is either (i) our registered trademark, (ii) a trademark for which we have a pending application, (iii) a trade name or service mark for which we claim common law rights or (iv) a registered trademark or application for registration which we have been authorized by a third party to use.
Solely for convenience, the trademarks, service marks and trade names included or incorporated by reference in this prospectus are without the ® and ™ symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensors to these trademarks, service marks and trade names. This prospectus includes or incorporates by reference additional trademarks, service marks and trade names of others, which are the property of their respective owners. All trademarks, service marks and trade names included or incorporated by reference in this prospectus are, to our knowledge, the property of their respective owners.
 BASIS OF PRESENTATION
As used in this prospectus, unless otherwise noted or the context otherwise requires, references to: (i) the “Company,” “US Foods,” “we,” “our,” or “us” refer to US Foods Holding Corp. and its consolidated subsidiaries; (ii) “USF” refer to US Foods, Inc., our operating company, and its subsidiaries; (iii) “CD&R” refer to Clayton, Dubilier & Rice, LLC; (iv) “KKR” refer to Kohlberg Kravis Roberts & Co. L.P. and its affiliates; (v) the “Sponsors” refer to investment funds associated with CD&R and KKR; (vi) the “underwriters” refer to the firms listed on the cover page of this prospectus; (vii) the “Acquisition Agreement” refer to the agreement we entered into in December 2013 to merge with Sysco Corporation, which was subsequently terminated in June 2015; (viii) the “Acquisition” refer to the aforementioned proposed merger with Sysco Corporation; (ix) the “ABL Facility” refer to the amended and restated asset-based senior secured revolving loan facility, dated as of October 20, 2015; (x) the “2012 ABS Facility” refer to the accounts receivable financing facility dated as of August 27, 2012, as amended by Amendment No. 1, dated as of August 8, 2014, Amendment No. 2, dated as of April 30, 2015 and Amendment No. 3, dated as of October 19, 2015; (xi) the “CMBS Fixed Facility” refer to the
 
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CMBS fixed rate loan dated as of July 3, 2007; (xii) the “Amended and Restated 2016 Term Loan” refer to the senior secured term loan, dated as of May 11, 2011, as amended by the First Amendment dated as of June 7, 2013, amended and restated by the Second Amendment dated as of June 27, 2016, and amended by the Third Amendment dated as of February 17, 2017; (xiii) “2016 Senior Notes” refer to the 5.875% unsecured senior notes due 2024; and (xiv) “IPO” refer to the initial public offering of our common stock, which was completed on June 1, 2016.
References to “fiscal 2017” are to the 52-week period ending December 30, 2017, references to “first quarter of fiscal 2017” are to the 13-week period ended April 1, 2017, references to “fiscal 2016” are to the 52-week period ended December 31, 2016, references to “first quarter of fiscal 2016” are to the 13-week period ended April 2, 2016, references to “fiscal 2015” are to the 53-week period ended January 2, 2016, references to “fiscal 2014” are to the 52-week period ended December 27, 2014, references to “fiscal 2013” are to the 52-week period ended December 28, 2013, and references to “fiscal 2012” are to the 52-week period ended December 29, 2012. Unless otherwise indicated or the context otherwise requires, financial data in this prospectus reflects the consolidated business and operations of US Foods Holding Corp. and its consolidated subsidiaries.
 
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 SUMMARY
This summary highlights information contained elsewhere in this prospectus or incorporated by reference in this prospectus from our filings with the Securities and Exchange Commission (the “SEC”) listed in the section of the prospectus entitled “Incorporation by Reference” and does not contain all of the information you should consider before investing in shares of our common stock. You should read this entire prospectus and the information incorporated by reference in this prospectus carefully, including any free writing prospectus prepared by us or on our behalf, including the sections entitled “Risk Factors” included in and incorporated by reference in this prospectus and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements and the related notes in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016 and our Quarterly Report on Form 10-Q for the fiscal quarter ended April 1, 2017, which are incorporated by reference in this prospectus, before you decide to invest in shares of our common stock.
Our Company
US Foods is among America’s great food companies and one of only two foodservice distributors with a national footprint in the United States. With net sales of $23 billion in the fiscal year ended December 31, 2016, we are the second largest foodservice distributor in the United States with a 2016 market share of approximately 8%. The U.S. foodservice distribution industry is large, fragmented, and growing, with total industry sales of approximately $280 billion in 2016 according to Technomic (February 2017).
Our mission is to be First In Food. We strive to inspire and empower chefs and foodservice operators to bring great food experiences to consumers. This mission is supported by our strategy of Great Food. Made Easy. This strategy centers on providing a broad and innovative offering of high-quality products to our customers, as well as a comprehensive suite of industry-leading e-commerce, technology, and business solutions.
We have significant scale and an efficient operating model. We supply approximately 250,000 customer locations nationwide. These customer locations include independently owned single and multi-unit restaurants, regional restaurant concepts, national restaurant chains, hospitals, nursing homes, hotels and motels, country clubs, government and military organizations, colleges and universities, and retail locations. We provide approximately 350,000 fresh, frozen, and dry food stock-keeping units, or SKUs, as well as non-food items, sourced from approximately 5,000 suppliers. Our more than 4,000 sales associates manage customer relationships at local, regional, and national levels. They are supported by sophisticated marketing and category management capabilities, as well as a sales support team that includes world-class chefs and restaurant operations consultants. Our extensive network of over 60 distribution centers and fleet of approximately 6,000 trucks allow us to operate efficiently and provide high levels of customer service.
Built through organic growth and acquisitions, we trace our roots back over 150 years to a number of heritage companies with rich legacies in food innovation and customer service. In 2007, US Foodservice was acquired by CD&R and KKR from Royal Ahold N.V. Between fiscal 2007 and fiscal 2011, we made a number of far-reaching structural changes to our operating model. These changes included standardizing and centralizing certain business processes and moving to a common technology infrastructure. Despite the challenging market, net sales expanded at a 0.8% compounded annual growth rate, or “CAGR,” during these four years. In November 2011, we rebranded from “US Foodservice” to “US Foods” to reflect our new strategy for industry leadership centered on providing a superior and innovative food offering and making it easy for customers to do business with us. This new strategy helped our sales increase at a 4.7% CAGR between fiscal 2011 and fiscal 2013.
In December 2013, we entered into the Acquisition Agreement with Sysco Corporation, resulting in a slowing of our sales growth as many potential customers hesitated to switch their business to us. As a result,

 
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from fiscal 2013 through fiscal 2015 our net sales grew at a CAGR of 1.8%. After failing to obtain regulatory approvals, the Acquisition Agreement was terminated on June 26, 2015. Since then, we have refocused on executing our strategy of bringing innovative products to market, expanding our portfolio of business solutions for customers, and driving advancements in technology. For the fiscal year ended December 31, 2016, we generated $22.9 billion in net sales, $210 million in net income, and $972 million in Adjusted EBITDA.
Our principal executive offices are located at 9399 W. Higgins Road, Suite 500, Rosemont, IL 60018. The telephone number at our principal executive office is (847) 720-8000. Our website address is http://www.usfoods.com . Our website and the information contained on, or that can be accessed through, our website will not be deemed to be incorporated by reference in, and are not considered part of, this prospectus. You should not rely on our website or any such information in making your decision whether to purchase our securities in this offering.
Our Industry
The U.S. foodservice distribution industry is large, fragmented, and resilient, with a long history of growth. The industry continues to benefit from increases in consumer spending on food-away-from-home, which has risen steadily for decades and accounted for approximately 50% of total food expenditures in 2016 and $736 billion in consumer spending, according to Technomic (February 2017).
The U.S. foodservice distribution industry is expected to grow at a real CAGR of 2.2% from 2017 to 2022, adding $32 billion to total annual foodservice distribution industry sales, according to Technomic (February 2017). This is an increase from the 2011 to 2016 average real CAGR of 1.7%. Foodservice demand in the United States is highly resilient, with negative real annual growth only occurring in five years out of the past 44, according to Technomic (February 2017).
The U.S. foodservice distribution industry has a large number of companies competing in the space, including local, regional, and national distributors. Foodservice distributors typically fall into three categories, representing differences in customer focus, product offering, and supply chain:
 
 	•	 	Broadline distributors who offer a “broad line” of products and services.	
 
 	•	 	System distributors who carry specific products for large chains.	
 
 	•	 	Specialized distributors focused on specific product categories or customer types (e.g., meat or produce).	
A number of adjacent competitors also serve the industry, including cash-and-carry retailers, commercial wholesale outlets and warehouse clubs, commercial website outlets, and grocery stores. There is a high degree of customer overlap, particularly across the broadline, specialized, and cash-and-carry categories, as many customers purchase from multiple distributors.

 
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U.S. Broadline Sales of Top 10 Foodservice Distributors

Source: Technomic estimate 2014, subject to revision by Technomic
The U.S. foodservice distribution industry is comprised of different customer types of varying sizes, growth profiles, and product and service requirements. Industry sales data reflected below for 2016 is based on information from Technomic (February 2017).
 
 	•	 	Independent restaurants/small chains and regional chains. U.S. foodservice distribution sales to independent restaurants and small chains were estimated at $67 billion in 2016, with a projected real CAGR of 2.8% over the next five years. Regional chains were estimated to represent $16 billion in foodservice distribution in 2016 and are projected to grow at a 1.0% real CAGR over the next five years. These restaurants typically differentiate themselves on their overall dining experience and a quality, diverse menu offering. They value business solutions that help attract diners, improve the effectiveness of their menu, and increase their operating efficiency. We believe there are significant opportunities to provide additional solutions to these customers that would be otherwise difficult for them to access, given their more limited size and resources.	
 
 	•	 	Healthcare customers. Healthcare customers were estimated to comprise $14 billion in foodservice distribution sales in 2016 and are projected to grow at a 3.4% real CAGR over the next five years. These customers generally fall into acute care (e.g., hospital systems) or senior living categories. Healthcare customers have complex foodservice needs given their scale, need for menu diversity, and logistics considerations. Food is not as central to their overall business model but is a key contributor to patient satisfaction. As a result, some healthcare customers use third-party contract management companies to operate their foodservice facilities. Many use group purchasing organizations, or GPOs, as intermediaries in order to gain procurement scale. In our experience, most healthcare customers value foodservice partners with national scale, a broad product offering, and strong transactional and logistical capabilities.	
 
 	•	 	Hospitality customers. This customer type was estimated to represent $19 billion in foodservice distribution sales in 2016 and is projected to grow at a 2.6% real CAGR over the next five years. Hospitality customers are a diverse group, ranging from large hotel chains and conference centers to local banquet halls, country clubs, casinos, and entertainment and sports complexes. Food is key to guest satisfaction for these customers, and they value solutions related to menu planning and efficiency improvements in their kitchens and restaurants. With complex foodservice needs, hospitality customers want a streamlined purchasing process and expect high order fulfillment levels. They also use GPOs as intermediaries to gain procurement scale.	
 
 	•	 	National restaurant chains. The top 100 national restaurant chains generated an estimated $77 billion in foodservice distribution industry purchases in 2016 and are projected to grow at a 1.6% real CAGR over the next five years. This group tends to internally source most activities except distribution, often relying on system distributors for freight and logistics.	

 
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We believe we can profitably grow our business by focusing on customers that benefit from the broad array of value-added solutions we provide, which makes these customers more effective and efficient. In our experience, these customers purchase a more attractive and profitable mix of items, and tend to show greater loyalty.
Customer Types in Foodservice Distribution

Source for expected growth and market size in the above text and chart: Technomic (February 2017). US Foods utilizes Technomic definitions of “Restaurant” and “Bars” as proxies for specific customer types: “Small Chains & Independents” as Independent Restaurants, “101-500 Chains” as Regional Concepts and “Top 100 Chains” as National Restaurant Chains. The Company’s “All Other” category is the “Military, Corrections, Refreshment Services and All Other” Technomic definition.
Several important dynamics are affecting the industry. We believe we have the scale, foresight, and agility required to capitalize on these trends and will benefit from higher growth, greater customer retention, and improved profitability.
Evolving consumer tastes and preferences. Consumers demand healthy, diverse, and authentic food alternatives with fewer artificial ingredients. They also value locally harvested and sustainably manufactured products. Changes in consumer preferences create opportunities for new and innovative products, which in turn are expected to create growth, margin expansion, and better customer retention opportunities. Those distributors with a broad innovative product line, an efficient supply chain network, and a strong food safety program will be in position to meet these changing demands.
Generational shifts with millennials and baby boomers. Given their purchasing power, millennials and baby boomers will continue to significantly impact the food-away-from-home market. Millennials are now the largest demographic group in the United States and play a key role in driving growth in the broader U.S. food industry as their disposable incomes continue to increase. Baby boomers also continue to shape the industry by remaining in the workplace longer, prolonging their food-away-from-home expenditures.

 
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Growing importance of e-commerce. We have seen significant growth in e-commerce and believe this trend will accelerate, as millennials become key influencers and decision-makers within the foodservice industry, particularly at the customer level. E-commerce solutions deepen the relationship between distributors and customers, increase customer retention, and drive adoption of new products. They also create new insights and services that can make both parties more efficient. As a result, distributors investing in these capabilities will have a competitive edge.
Our Business Strategy
While we serve all customer types, our strategy focuses on independent restaurants, small chains and regional chains, and healthcare and hospitality customers. These customers generated approximately 66%, 66%, and 65% of our net sales in fiscal 2016, fiscal 2015, and fiscal 2014, respectively. Their expected growth, mix of product and category purchases, adoption of value-added solutions, and other factors make them attractive to us.
We offer innovative products and services that help chefs and operators succeed. Our e-commerce tools and mobile solutions make it easier for customers to do business with us. We execute on these elements of our strategy while delivering on the fundamental requirements that are important to all of our customers. The strategy is supported by a series of capabilities and initiatives depicted in the following pyramid.
Great Food. Made Easy.
Strategic Priorities and Supporting Initiatives

 
 	•	 	“Great Food.” Food leadership means meeting the needs of a diverse and growing customer base and providing a broad product portfolio. This offering includes items from leading manufacturers’ brands and our private brands. Our unique product innovation capabilities keep us at the forefront of emerging food trends. We work with suppliers to bring new items to market that reflect consumer preferences such as sustainable products. Great Food is especially important to our core independent and regional restaurant customers who value food quality, menu diversity, and insights into emerging trends in consumer preferences.	

 
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 	•	 	“Made Easy.” To improve the customer experience, we provide the broadest and most relevant e-commerce and business support tools in the U.S. foodservice distribution industry. We combine this with a consultative selling approach to create data-driven customer insights that focus our efforts on the most impactful areas from a customer’s perspective. Our mobile and e-commerce capabilities allow customers to easily place orders, track shipments, view product information, and verify orders at delivery. Our knowledge of consumer trends and innovative food offerings, coupled with a deep understanding of our customers’ operations, allows us to bring them opportunities for growth and efficiency. We are also expanding our capabilities with analytical tools that yield additional insights from our transactional and operational data.	
 
 	•	 	Flawless Fundamentals. We strive to do everything right with our customers every day: from ordering to delivery to billing. Our customers value product quality, food safety, product price, and variety, as well as dependable and accurate transactions and delivery. We outperform most of our competitors in many of these areas, as evidenced by the result of customer surveys. We are always looking for ways to improve this experience, to further strengthen our customer relationships and widen the performance gap between us and our competitors.	
 
 	•	 	Foundational Excellence. We focus on people, processes, infrastructure, and insights from analytics. This begins with a commitment to our approximately 25,000 employees: developing their talents and maintaining a strong and vibrant culture. We have significant scale in our operating network, coupled with leading supply chain management capabilities and standardized business processes. This includes a common technology infrastructure supporting transactional, operating, and financial activities. The result is a streamlined organizational model that supports local leadership with centralized capabilities.	
Research using the Net Promoter Score methodology (“NPS”) 1 indicates that our strategy resonates with customers. We have higher NPS scores than our primary competitors.
Net Promoter Score Trends vs. Competitors
Rolling 6-Month Average

Source: Datassential
1 The NPS methodology is calculated using responses to a single question, on a 0-10 scale: How likely is it that you would recommend US Foods to a friend or colleague?

 
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Respondents are grouped as follows:
Promoters (score 9-10) are loyal enthusiasts who will keep buying and referring others, fueling growth.
Passives (score 7-8) are satisfied but unenthusiastic customers who are vulnerable to competitive offerings.
Detractors (score 0-6) are unhappy customers who can damage the brand and impede growth through negative word-of-mouth.
The NPS is calculated by subtracting the percentage of Detractors from the percentage of Promoters. The NPS can range from a low of -100 (if every customer is a Detractor) to a high of 100 (if every customer is a Promoter).
We believe our strategy has enabled us to grow with target customers. We have seen momentum returning to the business after the termination of the Acquisition Agreement, and have been achieving year-over-year quarterly growth rates with our independent restaurant customers at twice the market rate, which is consistent with the levels we experienced prior to the announcement of the Acquisition Agreement.
I NDEPENDENT R ESTAURANT C ASE V OLUME G ROWTH
YOY Change

 
*	Q4 2015 and Q4 2016 results normalized for the 53 rd week. Source: Company results and calculations.	
What Makes Us Different
We are one of two national players in a large, resilient, and fragmented industry. We believe the following factors differentiate us from competitors in the eyes of customers:
Innovative products. We believe we provide one of the most innovative food offerings in the industry supported by a team of food scientists, chefs, and packing engineers. They search the world for new and forward-thinking food concepts and work collaboratively with leading suppliers and co-packers to develop products based on these insights. Since 2011, we have launched over 400 new products (from an estimated 2,500 items evaluated), which generated approximately $1.3 billion in incremental cumulative net sales. We launched or rebranded over 150 sustainable products in fiscal 2016. We also are in the process of removing artificial ingredients from our premium private brands by substituting all natural alternatives for what we call the “US Foods Unpronounceables List.”

 
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We launch products nationally under proprietary marketing campaigns called The Scoop . Each Scoop features 20 to 30 new US Foods products. The campaign, occurring several times a year, is coordinated with local sales teams across the country. Their efforts are supported by a variety of marketing tools including print and digital promotions, food shows, customer tasting events, and social media. We use proprietary analytic tools to identify high-potential target customers and direct our selling efforts accordingly. In fiscal 2016, 64% of our customers purchased Scoop items compared to 58% in fiscal 2015. Additionally, Scoop customers have 8% higher case volumes and up to 6% higher retention rates than non-Scoop customers, resulting in higher sales and profits.
Broad product offering, including a leading private brand program. Our wide product assortment features approximately 350,000 fresh, frozen, and dry food SKUs and non-food items that are sourced from approximately 5,000 suppliers. We believe we have industry-leading category management capabilities that allow us to capitalize on our procurement scale, while also enabling local customization. Our leading private brand program includes an extensive and growing assortment of over 15,000 products across 20 plus brands. These represented 33% of net sales for fiscal 2016 and 32% of net sales for fiscal 2015. Since fiscal 2013, our private brand offering has grown by more than 2,500 products. Although many competitors use private brands primarily as a lower price point option, we believe our broad spectrum of “good, better, best” tiers based on price and quality gives us an advantage. The “best” tier offers products that competitors often do not provide. For example, our Metro Deli line was the first comprehensive private brand line of all natural deli products offered by a broadline distributor. It has displaced a leading national brand at many locations due to its quality, value, and all-natural attributes. The “better” tier offers products that are equal or superior to the quality of comparable manufacturer brands. The “good” tier, comprised of our value brands, offers a variety of lower cost products for customers who demand consistent quality and lower price points. Our private brand products typically have higher gross margins compared to similar manufacturer-branded offerings. They are generally priced below comparable manufacturer brands, where available, which we believe drives preference and loyalty with customers.
Leading e-commerce and mobile technology solutions . We believe we were the first in our industry to offer e-commerce and mobile technology solutions to customers. These solutions allow customers to more easily place orders, track shipments, analyze food costs, analyze trends based upon transactional history over time, manage inventory, make payments, and quickly view product information. Such solutions also enable our sales associates to spend more quality time with customers. Our sales associates can then focus on consultative selling and presenting value-adding services rather than entering orders. In our surveys and benchmarking studies, customers continue to rate our functionality and ease of use as better than competitors. Furthermore, customer adoption of our e-commerce platform continues to grow.
Independent Restaurant E-commerce Penetration

Source: Company data.

 
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In fiscal 2016, $16 billion in net sales was generated through e-commerce platforms, representing 68% of our total net sales compared to 52% in fiscal 2011. In addition, as of the week ended April 1, 2017, 52% of our total net sales to independent restaurants was generated through e-commerce platforms. This has grown significantly since 2011. Our mobile application has been downloaded almost 300,000 times since its 2013 launch. The application currently has over 100 functions ranging from day-to-day transactions to product research to recommendations and promotions. We believe our sales from e-commerce orders are the highest in the industry, and they rank in the top 10 for all business-to-business companies, according to 2017 B2B E-Commerce 300.
E-commerce has significant benefits for customers and drives incremental growth and profit for us. For example, our independent restaurant customers who use e-commerce to place orders have over 5% higher retention rates, over 5% higher purchase volumes, and an approximately 600 basis points higher NPS than those that do not. Many e-commerce customers are engaged in social media, providing additional channels for us to build strong and enduring relationships with them.
Superior team-based selling approach. Our sales per associate have significantly increased over the last several years, which we believe reflects our efficient team-based approach to customers, as well as use of proprietary tools that help our sales force better understand their customers.
 
 	•	 	Robust front-line selling capabilities driving local “touch” with customers . We have more than 4,000 sales associates engaged in a team-based selling approach. These teams are supported on the street by chefs, restaurant operations consultants and product specialists, and customer service representatives. Together, this team provides cohesive support including menu planning, recipe ideas, product selection, and pricing strategies. Unlike many competitors, where sales associates view themselves as independent sales representatives managing their own book of business, our sales associates represent the entire US Foods brand. This gives them a local touch while tapping the expertise of our entire organization for each customer. We believe this concerted effort results in our receiving a higher share of our customers’ purchases and better customer retention.	
 
 	•	 	Data-driven insights and predictive analytics to guide the selling team. Proprietary analytical capabilities enable us to apply predictive analytics to customer data, providing the insights that inform and optimize day-to-day activities, such as pricing, sales planning, and cross-selling offers. Our sales associates use these tools to deepen customer relationships and explore new opportunities for mutual growth. For example, sales associates receive an alert if a customer is at risk of deviating from historical purchasing patterns, allowing the sales associate to quickly address the situation. We also leverage this capability to provide market insights to our suppliers that facilitate joint growth programs. Predictive analytics also increase the effectiveness of our “My Kitchen” marketing campaigns, which occur several times a year. My Kitchen provides tailored offers and product recommendations that are likely to be important to a particular customer and that are presented in a unique format. These promotions are relevant to customers and drive a greater share of purchases, new product adoption, and profitable growth for us.	
 
 	•	 	Solutions that help customers operate more profitably. Our team of Restaurant Operations Consultants are highly skilled former restaurant operators that are available to assist our customers in all aspects of their business, from menu enhancement ideas to implementation of labor saving practices in the kitchen. Our “Menu Profit Pro” application uses a customer’s purchase information and matches it to actual sales data to allow the customer to better understand the profitability of items on its menu. Our Avero Food Cost Management tool uses a customer’s point of sale information to manage inventory levels, provide item level cost management analysis and enable the use of our predictive ordering platform.	

 
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 	•	 	Grass roots, value-added marketing through “Food Fanatics.” Launched in 2012, the “Food Fanatics” marketing program combines local events with national media. Our team of 48 in-house culinary experts, located in major markets around the country are the “Food Fanatics Chefs.” They are imbedded in local markets and provide advice to customers and sales associates. We host “Food Fanatics Live” events nationwide. Customers, vendors, and sales associates gather together to discuss food and technology trends of interest to customers in that local market. In fiscal 2016, we held 21 “Food Fanatics Live” shows in 21 cities with approximately 1,700 attendees at each show. Local efforts are supported by our award-winning “Food Fanatics” magazine, which is distributed to existing and potential customers. This magazine, which is free and primarily funded through advertising, includes third-party content on food trends, food people, and ideas to increase profitability for our customers.	
Functionalized operating model and business culture. We operate as one business with standardized business processes, a shared systems infrastructure, and an organizational model that optimizes national scale with local execution. Activities are centralized where scale matters, and our field structure focuses on local customer facing activities. For example, product innovation, research and development efforts, brand marketing, e-commerce initiatives, national vendor negotiations, and other aspects of our supply chain are managed centrally. We also employ a shared services model whereby transactional business processes are centralized to support the business in a highly efficient manner. We have also migrated to a common information technology platform. However, activities that are closer to the customer, such as pricing to local customers, certain product replenishment, and local business development efforts are managed locally with support from regional leaders and our corporate office organized by function. Our functionalized model balances the advantages of scale and flexibility. The result is a more responsive and lower-cost operating model, which improves our time-to-market. This model also has enabled us to achieve greater consistency in our offering and execution, which is important to regional and national customers. In 2016, we moved to a multi-site approach to management, consolidating local back-office support functions from over 60 distribution centers into 26 area hubs with broader geographic scope. As part of this change, we also streamlined our regional leadership structure. For instance, at the end of 2016, the 26 area hubs reported to five regions instead of the eight regions we had in place in our prior organizational structure. In addition to generating expected cost savings, we believe this will enable better network and route optimization and more efficient integration of acquisitions.
One of only two national broadline players in a highly fragmented industry with resilient growth. We are the second-largest distributor, as measured by sales, in the approximately $280 billion U.S. foodservice distribution industry, making us about three times the size of the average regional competitor. The industry is very fragmented with an estimated 78% of sales from local and regional distributors without a national distribution footprint.
Our nationwide reach means we can serve large regional or multi-regional customers who want a more seamless experience across the geographies they serve. This scale also provides several advantages over regional or local distributors. We achieve volume savings from purchases on everything from cost-of-goods to fleet and fuel. We achieve greater efficiencies of scale for our basic centralized administrative support functions, such as accounting, payroll, and tax, resulting in a lower unit cost for the services. We also have greater flexibility to invest in initiatives requiring significant capital and talent, such as product development, e-commerce, marketing, and other areas that support our Great Food. Made Easy strategy.
An experienced and invested management team. Our executive leadership team and regional presidents have over 140 years of expertise in the foodservice industry, which we believe has been an important factor in our past successes. These executives also bring deep experience from related industries, including retail, manufacturing, and other types of distribution. Our management and field leadership team, including regional and area presidents, has invested personal funds in our equity. Substantially all of management’s incentive compensation is tied to achieving growth and profitability targets.

 
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Our Growth Strategy
Our growth strategy gives us an opportunity to outpace the projected growth of the U.S. foodservice distribution industry. We intend to do so by increasing revenue from our target customers, continuing to drive greater cost savings and efficiencies and making opportunistic acquisitions as described below:
Grow our revenue and gross profit with our target customers. We are taking the following actions to expand our net sales and profitability:
 
 	•	 	Increase our share with new and existing customers . Our target customers are independent and regional restaurant, hospitality, and healthcare customers. Our strategy is to provide them with the most compelling combination of products, services, and analytical tools coupled with the ease of online transactions. Our internal studies show customers increasingly prefer our innovation, product offering, and convenient mobile and e-commerce solutions. We have also seen significantly lower rates of customer churn for those using our innovative products and online platforms.	
 
 	•	 	Grow our share in center-of-plate and produce. Center-of-plate proteins and produce categories account for a significant portion of total industry sales. These categories are often provided by a number of specialty distributors with deep category knowledge but without scale. Our objective is to be a customer’s “first choice” in these categories in order to drive additional revenue and gross profit from current customers, as they shift business from specialty distributors to US Foods. To date, we have seen higher growth in markets where we are using this strategy. We are also strengthening our offering by expanding our Stock Yards manufacturing footprint. Stock Yards provides high-quality meat and seafood, custom cut and packaged to a customer’s specifications. In addition, acquisition opportunities offer the potential to accelerate this growth.	
 
 	•	 	Expand our private brand program . Our private brands offer a differentiated positioning and product selection, better price points, and higher gross margins than manufacturer-branded products. We intend to continue leveraging our scale to further reduce the cost of goods for our private brand offerings and enhance incentives for our sales force to drive private brand growth. These efforts should increase profitability and customer loyalty.	
Continue to reduce our operating expenses . We are increasing our productivity in the following ways:
 
 	•	 	Optimize our network and increase distribution productivity. We expect to drive productivity savings through a combination of continuous improvement, network consolidations and better alignment of compensation and productivity. For example, as part of a program to improve the effectiveness and efficiency of our distribution network, in 2016 we closed our Baltimore, Maryland distribution center. Over the last two years, we also opened two highly efficient distribution centers to serve growing markets. In addition, we are implementing formal continuous improvement processes across our distribution network. These processes are focused on a number of initiatives, including optimizing our delivery routes to reduce the number of miles driven, improving the slotting of products in our warehouses to reduce selection time, enhancing our freight lane management for inbound product, aligning employee incentives with productivity goals and improving the loading of trucks to reduce driver delivery time.	
 
 	•	 	Increase the efficiency of our sales organization . We increased our net sales dollars per sales associate by over 30% between fiscal 2012 and fiscal 2016, from $4.0 million to $5.4 million. We expect our sales associates to become even more productive as they continue using our e-commerce tools and team-based selling approach.	
 
 	•	 	Use a lower-cost standard organization model and common systems infrastructure . We are targeting cost savings by further streamlining our overhead and shared services. We have moved from individual	

 
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 	support centers at each distribution facility to a multi-site model where several facilities are served by a hub in order to streamline our infrastructure. We are consolidating our spending across indirect spend categories to capture additional savings from leveraging our scale through aggregating purchasing, modifying internal practices, and improving vendor compliance. In the third quarter of fiscal 2016, we launched a new effort to drive further efficiencies in corporate and administrative costs. Phase I of this effort involves further streamlining our company by reducing the number of organizational layers, consolidating functions and activities and increasing spans of control, and was completed in first quarter of fiscal 2017. Phase II of this effort seeks to enhance opportunities to extend the scope of our shared services, taking a more holistic view of end-to-end processes such as order-to-cash and procure-to-pay. We expect to implement Phase II by the end of fiscal 2018. In addition, we are continuing our efforts to centralize replenishment, which we expect to complete by the end of fiscal 2017. As a result, we expect to benefit from better sourcing, which will reduce cost-of-goods and result in more optimal logistics and more efficient and effective management of inventory, while maintaining our high service levels.	
Pursue opportunistic acquisitions for accelerated growth . Our company has a strong record of identifying, completing, and integrating accretive acquisitions. Our preferred targets include broadline distributors with local strength and strong independent restaurant sales as well as specialty distributors with distinct capabilities across ethic, center-of-plate, and produce categories. Because the U.S. foodservice distribution industry is fragmented, we believe there are plenty of attractive acquisition opportunities that will allow us to grow with our target customer groups and generate an attractive return on investment from the revenue and cost synergies we hope to capture from integrating the acquired businesses into our operations.
From December 2015 through fiscal 2016 we completed five acquisitions, including three broadline foodservice distributors and two specialty distributors to enhance our capability in produce and seafood. In fiscal 2017 on a year-to-date basis, we have completed three acquisitions. In February 2017, we acquired All American Foods (“All American”), a broadline distributor with annual sales of approximately $60 million. The All American acquisition furthers our strategy to expand our market share with independent restaurants. In March 2017, we acquired SRA Foods, with annual sales of approximately $80 million. SRA Foods is a meat processor and distributor in Birmingham, Alabama. In April 2017, we acquired FirstClass Foods-Trojan, Inc. (“FirstClass Foods”), a meat processor and distributor, with annual sales of approximately $55 million. The acquisitions of All American and FirstClass Foods enhance our center-of-the plate capabilities.
Recent Developments
Appointment of New Chief Supply Chain Officer
On April 10, 2017, we announced that Ty Gent, age 59, joined us as Chief Supply Chain Officer. Mr. Gent joins us from PepsiCo, Inc., where he served as Senior Vice President Supply Chain for PepsiCo Americas Foods—South America, Caribbean and Central America from April 2012 to April 2017. Mr. Gent also led the warehouse delivery network for Quaker, Gatorade and Tropicana and the PepsiCo Transportation network for North America.
Risks Related to Our Business and Our Industry
Investing in our common stock involves substantial risks, and our ability to successfully operate our business and execute our growth strategy is subject to numerous risks, including those that are generally associated with operating in the foodservice distribution industry. Some of the more significant challenges and risks include the following:
 
 	•	 	ours is a low-margin business, and our profitability is directly affected by cost deflation or inflation, commodity volatility, and other factors;	

 
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 	•	 	competition in our industry is intense, and we may not be able to compete successfully;	
 
 	•	 	we rely on third-party suppliers, and our business may be affected by interruption of supplies or increases in product costs;	
 
 	•	 	we have substantial debt, which could adversely affect our financial health and our ability to raise additional capital or obtain financing in the future, react to changes in our business, and make payments on our debt, and the agreements and instruments governing our debt contain restrictions and limitations that impact our ability to incur additional debt and operate our business;	
 
 	•	 	our ability to generate the significant amount of cash needed to pay interest and principal on our debt facilities and our ability to refinance all or a portion of our indebtedness or obtain additional financing depends on many factors beyond our control;	
 
 	•	 	a change in our relationships with GPOs could negatively affect our relationships with customers, which could reduce our profitability;	
 
 	•	 	our relationships with key long-term customers and GPOs may be materially diminished or terminated;	
 
 	•	 	if we fail to increase or maintain our sales to independent restaurant customers, our profitability may suffer;	
 
 	•	 	we may fail to consummate and effectively integrate the businesses we acquire;	
 
 	•	 	we may be unable to achieve some or all of the benefits that we expect from our cost saving initiatives;	
 
 	•	 	most of our customers are not obligated to continue purchasing products from us;	
 
 	•	 	extreme weather conditions and natural disasters may interrupt our business, or our customers’ businesses, which could have a material adverse effect on our business, financial condition, or results of operations;	
 
 	•	 	changes in industry pricing practices could negatively affect our profitability;	
 
 	•	 	if our competitors implement a lower cost structure, they may be able to offer reduced prices to customers, and we may be unable to adjust our cost structure to compete profitably;	
 
 	•	 	changes in consumer eating habits, or changes in macroeconomic conditions, including other factors affecting consumer confidence, could materially and adversely affect our business, financial condition, or results of operations;	
 
 	•	 	any negative media exposure or other event that harms our reputation could hurt our business; and	
 
 	•	 	other factors set forth or referred to under “Risk Factors” in this prospectus.	
Before you participate in this offering, you should carefully consider all of the information in this prospectus, including matters set forth under the heading “Risk Factors,” as well as the information incorporated by reference in this prospectus from our filings with the SEC, including matters set forth under the heading “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016.
Our Sponsors
CD&R
Founded in 1978, CD&R employs a distinctive approach to private equity investing, combining investment professionals and operating executives to pursue a strategy predicated on building stronger, more profitable businesses. Since inception, CD&R has managed the investment of $22 billion in 72 businesses with an

 
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aggregate transaction value of approximately $100 billion. CD&R has disciplined and clearly defined investment strategy with a special focus on multi-location services and distribution businesses. Investment funds associated with CD&R currently beneficially own approximately 28.2% of our common stock and intend to sell approximately 17.2 million shares of our common stock in this offering (assuming no exercise by the underwriters of their option to purchase additional shares).
KKR
Founded in 1976 and led by Henry Kravis and George Roberts, KKR is a leading investment firm with $138.0 billion in assets under management as of March 31, 2017. With offices around the world, KKR manages assets through a variety of investment funds and accounts covering multiple asset classes. KKR seeks to create value by bringing operational expertise to its portfolio companies and through active oversight and monitoring of its investments. KKR complements its investment expertise and strengthens interactions with investors through its client relationships and capital markets platforms. KKR & Co. L.P. is publicly traded on the NYSE (NYSE: KKR). Investment funds associated with KKR currently beneficially own approximately 28.2% of our common stock and intend to sell approximately 17.2 million shares of our common stock in this offering (assuming no exercise by the underwriters of their option to purchase additional shares).

 
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 THE OFFERING
 
Common stock offered by the selling stockholders	35,000,000 shares.	
 
Option to purchase additional shares	The underwriters have an option to purchase up to 5,250,000 additional shares of our common stock from the selling stockholders that are affiliated with CD&R and KKR. The underwriters can exercise this option at any time within 30 days from the date of this prospectus.	
 
Common stock outstanding	222,156,111 shares (as of May 5, 2017).	
 
Use of proceeds	We will not receive any proceeds from the sale of shares being sold in this offering, including from any exercise by the underwriters of their option to purchase additional shares. The selling stockholders will receive all of the net proceeds and bear all commissions and discounts, if any, from the sale of our common stock pursuant to this prospectus. See “Use of Proceeds” and “Selling Stockholders.”	
 
Dividend policy	We have no current plans to pay dividends on our common stock. Any decision to declare and pay dividends in the future will be made at the sole discretion of our Board of Directors and will depend on, among other things, general and economic conditions, our financial condition, and results of operations, our available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax, and regulatory restrictions, implications on the payment of dividends by us to our stockholders or by our subsidiaries to us, and such other factors as our Board of Directors may deem relevant.	
 
Risk factors	See “Risk Factors” beginning on page 22 for a discussion of risks you should carefully consider before deciding to invest in our common stock.	
 
Listing	Our common stock is listed on the NYSE under the symbol “USFD.”	
 
Conflicts of interest	Affiliates of KKR beneficially own in excess of 10% of our issued and outstanding common stock. In addition, certain affiliates of KKR are selling stockholders in this offering. Because KKR Capital Markets LLC, an affiliate of KKR, is an underwriter, this offering is being made in compliance with the requirements of FINRA Rule 5121. In accordance with that rule, no “qualified independent underwriter” is required, because a bona fide public market exists in the shares, as that term is defined in the rule. See “Underwriting (Conflicts of Interest).”	
The number of shares of our common stock to be outstanding immediately after the consummation of this offering is based on 222,156,111 shares of common stock outstanding as of May 5, 2017 and does not give effect to (a) options relating to 7,873,349 shares of common stock, with a weighted average exercise price of $14.04 per share, outstanding under our 2007 Stock Incentive Plan for Key Employees of USF Holdings Corp., as amended (the “2007 Stock Incentive Plan”), and our US Foods Holding Corp. 2016 Omnibus Incentive Plan (the “2016 Plan”), (b) 1,171,442 shares of common stock that are issuable pursuant to unvested restricted stock units

 
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outstanding under the 2007 Stock Incentive Plan and the 2016 Plan, (c) 6,555,334 shares of common stock that are reserved for future issuance under the 2016 Plan, and (d) 936,069 shares of common stock available for issuance under the US Foods Holding Corp. Employee Stock Purchase Plan (the “Employee Stock Purchase Plan”).
Unless we indicate otherwise or the context otherwise requires, all information in this prospectus assumes no exercise of the underwriters’ option to purchase additional shares.

 
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 SUMMARY HISTORICAL CONSOLIDATED FINANCIAL DATA
The summary historical consolidated financial data set forth below should be read in conjunction with the section entitled “Capitalization” in this prospectus, as well as the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our audited and unaudited consolidated financial statements and related notes incorporated by reference in this prospectus.
We operate on a 52-53 week fiscal year, with all periods ending on Saturday. When a 53-week fiscal year occurs, we report the additional week in the fiscal fourth quarter. Fiscal 2016 ended on December 31, 2016 and was comprised of 52 weeks. Fiscal 2015 ended on January 2, 2016 and was comprised of 53 weeks. Fiscal 2014, 2013, and 2012 included 52 weeks and ended on December 27, 2014, December 28, 2013, and December 29, 2012, respectively. The summary historical consolidated statements of operations data for fiscal 2016, 2015, and 2014, and the related summary balance sheet data as of fiscal 2016 and 2015 year end, have been derived from our audited consolidated financial statements and related notes incorporated by reference in this prospectus. The summary historical consolidated statement of operations data for fiscal 2013 and 2012 and the summary balance sheet data as of fiscal 2014, 2013 and 2012 year end have been derived from our audited consolidated financial statements not included or incorporated by reference in this prospectus. The summary historical interim financial data as of April 1, 2017 and for the 13-weeks ended April 1, 2017 and April 2, 2016 have been derived from our unaudited consolidated interim financial statements incorporated by reference in this prospectus, which have been prepared on a basis consistent with our annual audited consolidated financial statements. In the opinion of management, such unaudited financial data reflects all adjustments, consisting only of normal and recurring adjustments, necessary for a fair presentation of the results for these periods. The interim results are not necessarily indicative of the results for the full year or any future period.
The following tables set forth our summary historical consolidated financial data for the periods and as of the dates indicated.

 	  	13-Weeks Ended	 	  	Fiscal Year	 	
 	  	April 1,
2017	 	  	April 2,
2016	 	  	2016	 	 	2015	 	  	2014	 	 	2013	 	 	2012	 	
 	  	(unaudited)	 	  	(In millions, except for per share data)*	 	
Consolidated Statements of Operations Data:	  				  				  				 				  				 				 				
Net sales	  	$	5,788	 	  	$	5,593	 	  	$	22,919	 	 	$	23,127	 	  	$	23,020	 	 	$	22,297	 	 	$	21,665	 	
Cost of goods sold	  	 	4,797	 	  	 	4,633	 	  	 	18,866	 	 	 	19,114	 	  	 	19,222	 	 	 	18,474	 	 	 	17,972	 	
	  	 	 	 	  	 	 	 	  	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	
Gross profit	  	 	991	 	  	 	960	 	  	 	4,053	 	 	 	4,013	 	  	 	3,798	 	 	 	3,823	 	 	 	3,693	 	
Operating expenses:	  				  				  				 				  				 				 				
Distribution, selling and administrative costs	  	 	913	 	  	 	864	 	  	 	3,586	 	 	 	3,650	 	  	 	3,546	 	 	 	3,494	 	 	 	3,350	 	
Restructuring and tangible asset impairment charges	  	 	2	 	  	 	11	 	  	 	53	 	 	 	173	 	  	 	—  	 	 	 	8	 	 	 	9	 	
	  	 	 	 	  	 	 	 	  	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	
Total operating expenses	  	 	915	 	  	 	875	 	  	 	3,639	 	 	 	3,823	 	  	 	3,546	 	 	 	3,502	 	 	 	3,359	 	
	  	 	 	 	  	 	 	 	  	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	
Operating income	  	 	77	 	  	 	85	 	  	 	414	 	 	 	190	 	  	 	252	 	 	 	321	 	 	 	334	 	
Acquisition termination fees—net	  	 	—  	 	  	 	—  	 	  	 	—  	 	 	 	288	 	  	 	—  	 	 	 	—  	 	 	 	—  	 	
Interest expense—net	  	 	42	 	  	 	71	 	  	 	229	 	 	 	285	 	  	 	289	 	 	 	306	 	 	 	312	 	
Loss on extinguishment of debt	  	 	—  	 	  	 	—  	 	  	 	54	 	 	 	—  	 	  	 	—  	 	 	 	42	 	 	 	31	 	
	  	 	 	 	  	 	 	 	  	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	
Income (loss) before income taxes	  	 	35	 	  	 	14	 	  	 	131	 	 	 	193	 	  	 	(37	) 	 	 	(27	) 	 	 	(9	) 	
Income tax provision (benefit)	  	 	8	 	  	 	1	 	  	 	(79	) 	 	 	25	 	  	 	36	 	 	 	30	 	 	 	42	 	
	  	 	 	 	  	 	 	 	  	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	
Net income (loss)	  	$	27	 	  	$	13	 	  	$	210	 	 	$	168	 	  	$	(73	) 	 	$	(57	) 	 	$	(51	) 	
	  	 	 	 	  	 	 	 	  	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	
Net income (loss) per share:	  				  				  				 				  				 				 				
Basic	  	$	0.12	 	  	$	0.08	 	  	$	1.05	 	 	$	0.99	 	  	$	(0.43	) 	 	$	(0.34	) 	 	$	(0.30	) 	
Diluted (a)	  	$	0.12	 	  	$	0.08	 	  	$	1.03	 	 	$	0.98	 	  	$	(0.43	) 	 	$	(0.34	) 	 	$	(0.30	) 	

 
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 	  	13-Weeks Ended	 	 	Fiscal Year	 	
 	  	April 1,
2017	 	  	April 2,
2016	 	 	2016	 	 	2015	 	 	2014	 	 	2013	 	 	2012	 	
 	  	(unaudited)	 	 	(In millions, except for per share data)*	 	
Weighted-average number of shares used in per share amounts:	  				  				 				 				 				 				 				
Basic	  	 	221.4	 	  	 	169.1	 	 	 	200.1	 	 	 	169.6	 	 	 	169.5	 	 	 	169.6	 	 	 	169.6	 	
Diluted (a)	  	 	226.3	 	  	 	171.5	 	 	 	204.0	 	 	 	171.1	 	 	 	169.5	 	 	 	169.6	 	 	 	169.6	 	
Other Data:	  				  				 				 				 				 				 				
Cash flows—operating activities	  	$	122	 	  	$	137	 	 	$	556	 	 	$	555	 	 	$	402	 	 	$	322	 	 	$	316	 	
Cash flows—investing activities	  	 	(132)	 	  	 	(81	) 	 	 	(762	) 	 	 	(271	) 	 	 	(118	) 	 	 	(187	) 	 	 	(380	) 	
Cash flows—financing activities	  	 	31	 	  	 	(432	) 	 	 	(180	) 	 	 	(110	) 	 	 	(120	) 	 	 	(197	) 	 	 	103	 	
Capital expenditures	  	 	70	 	  	 	37	 	 	 	164	 	 	 	187	 	 	 	147	 	 	 	191	 	 	 	293	 	
EBITDA (b)	  	 	184	 	  	 	187	 	 	 	782	 	 	 	876	 	 	 	664	 	 	 	667	 	 	 	659	 	
Adjusted EBITDA (b)	  	 	215	 	  	 	203	 	 	 	972	 	 	 	875	 	 	 	866	 	 	 	845	 	 	 	841	 	
Adjusted Net income (b)	  	 	40	 	  	 	28	 	 	 	321	 	 	 	154	 	 	 	126	 	 	 	111	 	 	 	129	 	
Free cash flow (b)	  	 	52	 	  	 	100	 	 	 	392	 	 	 	368	 	 	 	255	 	 	 	131	 	 	 	23	 	

 	  	As of	 	  	As of Fiscal Year End	 	
 	  	April 1,
2017	 	  	2016	 	  	2015	 	  	2014	 	  	2013	 	  	2012	 	
 	  	(unaudited)	 	  	(In millions)*	 	
Balance Sheet Data:	  				  				  				  				  				  				
Cash and cash equivalents	  	$	152	 	  	$	131	 	  	$	518	 	  	$	344	 	  	$	180	 	  	$	242	 	
Total assets	  	 	9,178	 	  	 	8,944	 	  	 	9,239	 	  	 	9,023	 	  	 	9,138	 	  	 	9,208	 	
Total debt	  	 	3,855	 	  	 	3,782	 	  	 	4,745	 	  	 	4,714	 	  	 	4,722	 	  	 	4,759	 	
 
(*)	Amounts may not add due to rounding.	
(a)	When there is a loss for the applicable period, weighted average fully diluted shares outstanding was not used in the computation as the effect would be antidilutive.	
(b)	EBITDA, Adjusted EBITDA, and Adjusted Net income are non-GAAP measures used by management to measure operating performance. EBITDA is defined as Net income (loss), plus Interest expense—net, Income tax (benefit) provision, and Depreciation and amortization. Adjusted EBITDA is defined as EBITDA adjusted for 1) Sponsor fees; 2) Restructuring and tangible asset impairment charges; 3) Share-based compensation expense; 4) the non-cash impact of LIFO reserve adjustments; 5) Loss on extinguishment of debt; 6) Pension settlements; 7) Business transformation costs; 8) Acquisition-related costs; 9) Acquisition termination fees—net; and 10) Other gains, losses, or charges as specified in USF’s debt agreements. Adjusted Net income is defined as Net income (loss) excluding the items used to calculate Adjusted EBITDA listed above and further adjusted for the tax effect of the exclusions. EBITDA, Adjusted EBITDA, and Adjusted Net income as presented in this prospectus are supplemental measures of our performance that are not required by—or presented in accordance with—GAAP. They are not measurements of our performance under GAAP and should not be considered as alternatives to Net income (loss) or any other performance measures derived in accordance with GAAP.	
Free cash flow is defined as Cash flows provided by operating activities less Capital expenditures. Free cash flow is used by management as a supplemental measure of our liquidity. We believe that Free cash flow is a useful financial metric to assess our ability to pursue business opportunities and investments. Free cash flow is not a measure of our liquidity under GAAP and should not be considered as an alternative to Cash flows provided by operating activities.
For additional information, see “—Non-GAAP Reconciliations” below.

 
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Non-GAAP Reconciliations
We provide EBITDA, Adjusted EBITDA, and Adjusted Net income as supplemental measures to our GAAP operational performance. These non-GAAP financial measures exclude the impact of certain items and, therefore, have not been calculated in accordance with GAAP.
We believe EBITDA and Adjusted EBITDA provide meaningful supplemental information about our operating performance because they exclude amounts that we do not consider part of our core operating results when assessing our performance. Items excluded from Adjusted EBITDA include Restructuring and tangible asset impairment charges, Loss on extinguishment of debt, Sponsor fees, Share-based compensation expense, Pension settlements, the non-cash impact of LIFO reserve adjustments, Business transformation costs (business costs associated with the redesign of systems and processes), Acquisition-related costs, Acquisition termination fees—net, and other items as specified in our debt agreements.
We believe that Adjusted Net income is a useful measure of operating performance for both management and investors because it excludes items that are not reflective of our core operating performance and provides an additional view of our operating performance including depreciation, amortization, interest expense, and income taxes on a consistent basis from period to period. Adjusted Net income is Net income (loss) excluding such items as Restructuring and tangible asset impairment charges, Loss on extinguishment of debt, Sponsor fees, Share-based compensation expense, Pension settlements, Business transformation costs (cost associated with redesign of systems and process), and other items, and adjusted for the tax effect of the exclusions and discrete tax items. We believe that Adjusted Net income is used by investors, analysts and other interested parties to facilitate period-over-period comparisons and provides additional clarity as to how factors and trends impact our operating performance.
Management uses these non-GAAP financial measures (a) to evaluate our historical and prospective financial performance as well as our performance relative to our competitors as they assist in highlighting trends, (b) to set internal sales targets and spending budgets, (c) to measure operational profitability and the accuracy of forecasting, (d) to assess financial discipline over operational expenditures, and (e) as an important factor in determining variable compensation for management and employees. EBITDA and Adjusted EBITDA are also used for certain covenants and restricted activities under our debt agreements. We also believe these non-GAAP financial measures are frequently used by securities analysts, investors, and other interested parties to evaluate companies in our industry.
We use Free cash flow to review the liquidity of our operations. We measure Free cash flow as Cash flows provided by operating activities less Capital expenditures. We believe that Free cash flow is a useful financial metric to assess our ability to pursue business opportunities and investments. Free cash flow is not a measure of our liquidity under GAAP and should not be considered as an alternative to Cash flows provided by operating activities.
We caution readers that amounts presented in accordance with our definitions of EBITDA, Adjusted EBITDA, Adjusted Net income, and Free cash flow may not be the same as similar measures used by other companies. Not all companies and analysts calculate EBITDA, Adjusted EBITDA, Adjusted Net income or Free cash flow in the same manner. We compensate for these limitations by using these non-GAAP financial measures

 
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as supplements to GAAP financial measures and by presenting the reconciliations of the non-GAAP financial measures to their most comparable GAAP financial measures.

 	  	13-Weeks Ended	 	 	Fiscal Year	 	
 	  	April 1,
2017	 	  	April 2,
2016	 	 	2016	 	 	2015	 	 	2014	 	 	2013	 	 	2012	 	
 	  	(unaudited)	 	 	(In millions)*	 	
Net income (loss)	  	$	27	 	  	$	13	 	 	$	210	 	 	$	168	 	 	$	(73	) 	 	$	(57	) 	 	$	(51	) 	
Interest expense—net	  	 	42	 	  	 	71	 	 	 	229	 	 	 	285	 	 	 	289	 	 	 	306	 	 	 	312	 	
Income tax provision (benefit)	  	 	8	 	  	 	1	 	 	 	(79	) 	 	 	25	 	 	 	36	 	 	 	30	 	 	 	42	 	
Depreciation and amortization expense	  	 	108	 	  	 	103	 	 	 	421	 	 	 	399	 	 	 	412	 	 	 	388	 	 	 	356	 	
	  	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
EBITDA	  	 	184	 	  	 	187	 	 	 	782	 	 	 	877	 	 	 	664	 	 	 	667	 	 	 	659	 	
Adjustments:	  				  				 				 				 				 				 				
Sponsor fees (1)	  	 	—  	 	  	 	2	 	 	 	36	 	 	 	10	 	 	 	10	 	 	 	10	 	 	 	10	 	
Restructuring and tangible asset impairment
charges (2)	  	 	2	 	  	 	11	 	 	 	53	 	 	 	173	 	 	 	—  	 	 	 	8	 	 	 	9	 	
Share-based compensation expense (3)	  	 	3	 	  	 	5	 	 	 	18	 	 	 	16	 	 	 	12	 	 	 	8	 	 	 	4	 	
Net LIFO reserve change (4)	  	 	10	 	  	 	(11	) 	 	 	(18	) 	 	 	(74	) 	 	 	60	 	 	 	12	 	 	 	13	 	
Loss on extinguishment of debt (5)	  	 	—  	 	  	 	—  	 	 	 	54	 	 	 	—  	 	 	 	—  	 	 	 	42	 	 	 	31	 	
Pension settlements (6)	  	 	—  	 	  	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	2	 	 	 	2	 	 	 	18	 	
Business transformation costs (7)	  	 	13	 	  	 	9	 	 	 	37	 	 	 	46	 	 	 	54	 	 	 	61	 	 	 	75	 	
Acquisition-related costs (8)	  	 	—  	 	  	 	1	 	 	 	1	 	 	 	85	 	 	 	38	 	 	 	4	 	 	 	—  	 	
Acquisition termination fees—net (9)	  	 	—  	 	  	 	—  	 	 	 	—  	 	 	 	(288	) 	 	 	—  	 	 	 	—  	 	 	 	—  	 	
Other (10)	  	 	3	 	  	 	(2	) 	 	 	10	 	 	 	31	 	 	 	26	 	 	 	31	 	 	 	22	 	
	  	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Adjusted EBITDA	  	 	215	 	  	 	203	 	 	 	972	 	 	 	875	 	 	 	866	 	 	 	845	 	 	 	841	 	
Depreciation and amortization expense	  	 	(108)	 	  	 	(103	) 	 	 	(421	) 	 	 	(399	) 	 	 	(412	) 	 	 	(388	) 	 	 	(356	) 	
Interest expense—net	  	 	(42)	 	  	 	(71	) 	 	 	(229	) 	 	 	(285	) 	 	 	(289	) 	 	 	(306	) 	 	 	(312	) 	
Income tax provision, as adjusted (11)	  	 	(25)	 	  	 	(1	) 	 	 	(1	) 	 	 	(37	) 	 	 	(39	) 	 	 	(40	) 	 	 	(44	) 	
	  	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Adjusted Net income	  	$	40	 	  	$	28	 	 	$	321	 	 	$	154	 	 	$	126	 	 	$	111	 	 	$	129	 	
	  	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Free cash flow	  				  				 				 				 				 				 				
Cash flows from operating activities	  	 	122	 	  	 	137	 	 	$	556	 	 	$	555	 	 	$	402	 	 	$	322	 	 	$	316	 	
Capital expenditures	  	 	70	 	  	 	37	 	 	 	164	 	 	 	187	 	 	 	147	 	 	 	191	 	 	 	293	 	
	  	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Free cash flow	  	$	52	 	  	$	100	 	 	$	392	 	 	$	368	 	 	$	255	 	 	$	131	 	 	$	23	 	

(*)	Amounts may not add due to rounding.	
(1)	Consists of fees paid to the Sponsors for consulting and management advisory services. On June 1, 2016, the consulting agreements with each of the Sponsors were terminated for an aggregate termination fee of $31 million.	
(2)	Consists primarily of facility-related closing costs, including severance and related costs, tangible asset impairment charges, organizational realignment costs and estimated multiemployer pension withdrawal liabilities and settlements.	
(3)	Share-based compensation expense for vesting of stock awards and share purchase plan.	
(4)	Represents the non-cash impact of net LIFO reserve adjustments.	
(5)	Includes fees paid to debt holders, third party costs, the write off of certain pre-existing unamortized deferred financing costs related to the 2016, 2013 and 2012 debt refinancing transactions; early redemption premium and the write-off of unamortized issue premium related to the June 2016 debt refinancing; and the loss related to the September 2016 defeasance of the CMBS Fixed Facility. See Note 11, Debt in our audited consolidated financial statements incorporated by reference in this prospectus for a further description of the 2016 debt transactions.	

 
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(6)	Consists of settlement charges resulting from lump-sum payments to retirees and former employees participating in several USF-sponsored pension plans.	
(7)	Consists primarily of costs related to significant process and systems redesign across multiple functions.	
(8)	Consists of costs related to the Acquisition, including certain employee retention costs.	
(9)	Consists of net fees received in connection with the termination of the Acquisition Agreement. See Note 1, Overview and Basis of Presentation in our audited consolidated financial statements incorporated by reference in this prospectus.	
(10)	Other includes gains, losses or charges as specified under USF’s debt agreements.	
(11)	Represents our income tax (provision) benefit adjusted for the tax effect of pre-tax items excluded from Adjusted Net income and the removal of applicable discrete tax items. Applicable discrete tax items include changes in tax laws or rates, changes related to prior year unrecognized tax benefits, discrete changes in valuation allowances, excess tax benefits associated with share-based compensation, and the tax benefits recognized in continuing operations due to the existence of a gain in Other comprehensive income and loss in continuing operations. The tax effect of pre-tax items excluded from Adjusted Net income is computed using a statutory tax rate after taking into account the impact of permanent differences and valuation allowances. We released the valuation allowance against federal and certain state net deferred tax assets in fiscal 2016. We were required to reflect the portion of the valuation allowance release related to current year ordinary income in the estimated annual effective tax rate and the portion of the valuation allowance release related to future years’ income discretely in fiscal 2016. We maintained a valuation allowance against federal and state net deferred tax assets in fiscal 2012 through 2015. The result was an immaterial tax effect related to pre-tax items excluded from Adjusted Net income in fiscal 2012 through 2016.	
A reconciliation between the GAAP income tax benefit (provision) and the income tax provision, as adjusted, is as follows:

 	  	13-Weeks Ended	 	 	Fiscal Year	 	
 	  	April 1,
2017	 	  	April 2,
2016	 	 	2016	 	 	2015	 	 	2014	 	 	2013	 	 	2012	 	
GAAP Income tax benefit (provision)	  	$	(8)	 	  	$	(1	) 	 	$	79	 	 	$	(25	) 	 	$	(36	) 	 	$	(30	) 	 	$	(42	) 	
Tax impact of pre-tax income adjustments	  	 	(11)	 	  	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	—  	 	
Discrete tax items	  	 	(6)	 	  	 	—  	 	 	 	(80	) 	 	 	(12	) 	 	 	(3	) 	 	 	(10	) 	 	 	(2	) 	
	  	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Income tax provision, as adjusted	  	$	(25)	 	  	$	(1	) 	 	$	(1	) 	 	$	(37	) 	 	$	(39	) 	 	$	(40	) 	 	$	(44	) 	

 
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 RISK FACTORS
Investing in our common stock involves a high degree of risk. You should consider carefully the risks and uncertainties described below, together with all of the other information included or incorporated by reference in this prospectus, including the risks and uncertainties discussed under “Summary Historical Consolidated Financial Data” contained elsewhere in the prospectus and “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our audited and unaudited consolidated financial statements and related notes incorporated by reference in this prospectus, before you decide whether to purchase our common stock. If any of the following risks actually occur, our business, financial position, results of operations, or cash flows could be materially adversely affected. In these circumstances, the market price of our common stock could decline, and you may lose all or part of your investment. The risks described below are not the only ones we face. The occurrence of any of the following risks or future or additional risks and uncertainties not presently known to us or that we currently believe to be immaterial could materially and adversely affect our business, financial position, results of operations, or cash flows.
Risks Related to this Offering and Ownership of Our Common Stock
Our stock price may decline significantly following the offering regardless of our operating performance, and you may not be able to resell your shares of our common stock at or above the price you paid or at all, and you could lose all or part of your investment as a result.
We completed our IPO in June 2016. Since our IPO, the price of our common stock, as reported by the NYSE, has ranged from a low of $22.19 on November 2, 2016 to a high of $29.26 on May 9, 2017. The trading price of our common stock may be adversely affected due to a number of factors, most of which we cannot control, including:
 
 	•	 	results of operations that vary from the expectations of securities analysts and investors;	
 
 	•	 	results of operations that vary from those of our competitors;	
 
 	•	 	changes in expectations as to our or our industry’s future financial performance, including financial estimates and investment recommendations by securities analysts and investors, and the publication of research reports regarding the same;	
 
 	•	 	declines in the market prices of stocks, trading volumes and company valuations generally, particularly those of foodservice distribution companies;	
 
 	•	 	strategic actions by us or our competitors;	
 
 	•	 	changes in preferences of our customers;	
 
 	•	 	announcements by us or our competitors of significant contracts, new products, acquisitions, joint marketing relationships, joint ventures, other strategic relationships, or capital commitments;	
 
 	•	 	changes in general economic or market conditions or trends in our industry or markets;	
 
 	•	 	changes in business or regulatory conditions;	
 
 	•	 	future sales of our common stock or other securities;	
 
 	•	 	investor perceptions or the investment opportunity associated with our common stock relative to other investment alternatives;	
 
 	•	 	a default on our indebtedness or a downgrade in our or our competitors’ credit ratings;	
 
 	•	 	the public’s response to press releases or other public announcements by us or third parties, including our filings with the SEC;	
 
 	•	 	changes in senior management or key personnel;	
 
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 	•	 	announcements relating to litigation;	
 
 	•	 	guidance, if any, that we provide to the public, any changes in this guidance, or our failure to meet this guidance;	
 
 	•	 	the sustainability of an active trading market for our stock;	
 
 	•	 	changes in accounting principles;	
 
 	•	 	occurrences of extreme or inclement weather; and	
 
 	•	 	other events or factors, including those resulting from natural disasters, war, or acts of terrorism, or responses to these events.	
These broad market and industry fluctuations may adversely affect the market price of our common stock, regardless of our actual operating performance. In addition, price volatility may be greater if the public float and trading volume of our common stock is low.
In the past, following periods of market volatility, stockholders have instituted securities class action litigation. If we were involved in securities litigation, it could have a substantial cost and divert resources and the attention of executive management from our business regardless of the outcome of such litigation.
Because we have no current plans to pay cash dividends on our common stock for the foreseeable future, you may not receive any return on investment unless you sell your common stock for a price greater than that which you paid for it.
We intend to retain future earnings, if any, for future operations, expansion, and debt repayment and have no current plans to pay any cash dividends for the foreseeable future. The declaration, amount, and payment of any future dividends on shares of common stock will be at the sole discretion of our Board of Directors. Our Board of Directors may take into account general and economic conditions, our financial condition, and results of operations, our available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax, and regulatory restrictions, implications on the payment of dividends by us to our stockholders or by our subsidiaries to us, and such other factors as our Board of Directors may deem relevant. In addition, our ability to pay dividends is limited by covenants of our existing debt agreements and may be limited by covenants of any future indebtedness we or our subsidiaries incur. As a result, you may not receive any return on an investment in our common stock unless you sell our common stock for a price greater than that which you paid for it.
Maintaining our financial controls and the requirements of being a public company may cause us to incur material additional costs, and any failure to maintain financial controls could result in our financial statements becoming unreliable.
We completed our IPO in June 2016. As a publicly traded company, we are required to comply with governance and SEC reporting requirements, including compliance with the Sarbanes-Oxley Act of 2002 and related rules implemented by the SEC, and with provisions in connection with being listed on the NYSE. The expenses incurred by public companies for reporting and corporate governance purposes have been generally increasing and could have a material impact on our results of operations.
Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 and related rules and regulations, our management is required to report on the effectiveness of our internal control over financial reporting. Our independent registered public accounting firm will be required to attest to the effectiveness of our internal control over financial reporting in our annual report for fiscal 2017. We will continue to test our internal controls in connection with the Section 404 requirements and could, as part of that documentation and testing, identify material weaknesses, significant deficiencies, or other areas for further attention or improvement. Any failure to maintain the adequacy of internal control over financial reporting, or any consequent inability to produce accurate financial statements on a timely basis, could increase our operating costs and could materially impair
 
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our ability to operate our business. Moreover, effective internal controls are necessary for us to produce reliable financial reports and are important to assist in detecting fraud. As a result, our failure to satisfy the requirements of Section 404 on a timely basis could result in the loss of investor confidence in the reliability of our financial statements, which in turn could cause the market value of our common stock to decline.
If securities analysts do not publish research or reports about our business, publish inaccurate or unfavorable research, or if they downgrade our stock or our sector, our stock price and trading volume could decline.
The trading market for our common stock relies in part on the research and reports that industry or financial analysts publish about us or our business. We do not control these analysts. Furthermore, if one or more of the analysts who cover us downgrades our stock or our industry, or the stock of any of our competitors, or publishes inaccurate or unfavorable research about our business, the price of our stock could decline. If one or more of these analysts ceases coverage of us or fails to publish reports on us regularly, we could lose visibility in the market, which in turn could cause our stock price or trading volume to decline.
Future sales, or the perception of future sales, by us or our existing stockholders in the public market following this offering could cause the market price for our common stock to decline.
Sales of a substantial number of shares of our common stock in the public market, or the perception that these sales could occur, could substantially decrease the market price of our common stock. After the expiration or earlier waiver or termination of the lock-up periods described below, substantially all of the outstanding shares of our common stock will be available for resale in the public market. Registration of the sale of these shares of our common stock would permit their sale into the market immediately. The market price of our common stock could drop significantly if the holders of these shares sell them or are perceived by the market as intending to sell them.
Prior to this offering, as of May 5, 2017, we had approximately 378.0 million shares of common stock authorized but not outstanding. Our amended and restated certificate of incorporation authorizes us to issue these shares of common stock and options, rights and warrants relating to common stock for the consideration and on the terms and conditions established by our Board of Directors in its sole discretion.
Pursuant to a registration rights agreement, we have granted our Sponsors the right to cause us, in certain instances, at our expense, to file registration statements under the Securities Act of 1933, as amended (the “Securities Act”), covering resales of our common stock held by them. These shares represented approximately 56.4% percent of our outstanding common stock as of May 5, 2017, or approximately 40.9% following this offering (assuming no exercise by the underwriters of their option to purchase up to an additional 5,250,000 shares). These shares also may be sold pursuant to Rule 144 under the Securities Act, depending on their holding period and subject to restrictions in the case of shares held by persons deemed to be our affiliates. As restrictions on resale end or if these stockholders exercise their registration rights, the market price of our stock could decline if the holders of restricted shares sell them or are perceived by the market as intending to sell them. Additionally, pursuant to our management stockholder’s agreements, certain stockholders are eligible to sell shares of our common stock concurrently with a resale of shares of our common stock by the Sponsors pursuant to the registration rights agreement.
In connection with this offering, we and the selling stockholders will sign lock-up agreements with the underwriters of this offering that, subject to certain customary exceptions, restrict the sale of the shares of our remaining common stock held by them for 60 days following the date of the prospectus. Also in connection with this offering, our executive officers and directors not selling shares in this offering will sign lock-up agreements with the underwriters identical to the lock-up agreements signed by the selling stockholders, except such lock-up agreements will, subject to certain customary exceptions, restrict the sale of the shares of our common stock held by them for 45 days (instead of 60 days) following the date of this prospectus. Any two of the representatives of the underwriters may, in their sole discretion, release all or any portion of the shares of common stock subject to such lock-up agreements. Our Sponsors collectively hold approximately 56.4% of our outstanding common stock as of May 5, 2017, or approximately 40.9% following this offering (assuming no exercise by the underwriters of their option to purchase up to an additional 5,250,000 shares).
 
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In addition, as of May 1, 2017, an aggregate of approximately 9,044,791 shares of common stock are reserved for future issuance under our 2007 Stock Incentive Plan and 2016 Plan, 4,781,560 shares of which will be eligible for sale upon exercise of vested options. We have filed a registration statement on Form S-8 under the Securities Act to register all shares of common stock subject to outstanding stock options and the shares of common stock subject to issuance under the 2007 Stock Incentive Plan, the 2016 Plan, and the Employee Stock Purchase Plan. The Form S-8 registration statement automatically became effective upon filing. The initial registration statement on Form S-8 covered 27,428,139 shares of common stock. These shares can be sold in the public market upon issuance, subject to restrictions under the securities laws applicable to resales by affiliates.
As restrictions on resale end, the market price of our shares of common stock could drop significantly if the holders of these restricted shares sell them or are perceived by the market as intending to sell them. These factors could also make it more difficult for us to raise additional funds through future offerings of our shares of common stock or other securities.
In the future, we may also issue our securities in connection with investments or acquisitions. The amount of shares of our common stock issued in connection with an investment or acquisition could constitute a material portion of then-outstanding shares of our common stock. Any issuance of additional securities in connection with investments or acquisitions may result in additional dilution to you.
Anti-takeover provisions in our organizational documents could delay or prevent a change of control.
Certain provisions of our amended and restated certificate of incorporation and amended and restated bylaws may have an anti-takeover effect and may delay, defer, or prevent a merger, acquisition, tender offer, takeover attempt, or other change of control transaction that a stockholder might consider in its best interest, including those attempts that might result in a premium over the market price for the shares held by our stockholders.
These provisions provide for, among other things:
 
 	•	 	a classified Board of Directors, dividing our Board of Directors into three classes, with each class serving for staggered three-year terms, which prevents stockholders from electing an entirely new Board of Directors at a single annual meeting;	
 
 	•	 	the issuance of one or more series of preferred stock that could be used by our Board of Directors to thwart a takeover attempt;	
 
 	•	 	an advance notice requirement for nominations of directors by stockholders and for proposing matters that can be acted upon by stockholders at our stockholder meetings;	
 
 	•	 	a prohibition on stockholders calling special meetings of stockholders if the Sponsors collectively cease to own more than 50% of our outstanding shares of common stock, which we expect to be the case following the completion of this offering;	
 
 	•	 	subject to any rights of holders of preferred stock and any applicable terms of the Amended and Restated Stockholders Agreement, a limitation on stockholders’ ability to remove directors if the Sponsors collectively cease to own more than 25% of our outstanding shares of common stock;	
 
 	•	 	subject to any rights of holders of preferred stock and any applicable terms of the Amended and Restated Stockholders Agreement, the filling of vacancies on the Board of Directors, including newly-created directorships, only by a majority vote of directors then in office, even if less than a quorum, or by a sole remaining director;	
 
 	•	 	a prohibition on stockholder action by written consent, thereby requiring all actions to be taken at a meeting of the stockholders if the Sponsors collectively cease to own more than 50% of our outstanding shares of common stock, which we expect to be the case following the completion of this offering; and	
 
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 	•	 	the approval of at least 75% of our outstanding shares of common stock to amend certain provisions of the amended and restated certificate of incorporation and the amended and restated bylaws if the Sponsors collectively cease to own less than 50% of our outstanding shares of common stock, which we expect to be the case following the completion of this offering.	
These anti-takeover provisions could make it more difficult for a third party to acquire us, even if the third-party’s offer may be considered beneficial by many of our stockholders. As a result, our stockholders may be limited in their ability to obtain a premium for their shares. Even in the absence of a takeover attempt, the existence of these provisions may adversely affect the prevailing market price of our common stock if the provisions are viewed as discouraging takeover attempts in the future. See “Description of Capital Stock.” Our amended and restated certificate of incorporation and certain provisions of our amended and restated bylaws may also make it difficult for stockholders to replace or remove our management. These provisions may facilitate management entrenchment that may delay, deter, render more difficult or prevent a change in our control, which may not be in the best interests of our stockholders.
Our amended and restated certificate of incorporation designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees, or stockholders.
Our amended and restated certificate of incorporation provides that, subject to limited exceptions, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for any (i) derivative action or proceeding brought on behalf of our Company, (ii) action asserting a claim of breach of a fiduciary duty owed by any director, officer, employee, agent, or stockholder of our Company to the Company or the Company’s stockholders, (iii) action asserting a claim against the Company or any director, officer, employee, agent, or stockholder of the Company arising pursuant to any provision of the Delaware General Corporation Law (the “DGCL”) or our amended and restated certificate of incorporation or our amended and restated bylaws, or (iv) action asserting a claim against the Company or any director, officer, employee, agent, or stockholder of the Company governed by the internal affairs doctrine. Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock shall be deemed to have notice of and to have consented to the provisions of our amended and restated certificate of incorporation described above. This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, or other employees, which may discourage such lawsuits against us and our directors, officers and employees. Alternatively, if a court were to find these provisions of our amended and restated certificate of incorporation inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business and financial condition.
Our amended and restated certificate of incorporation includes provisions limiting the personal liability of our directors for breaches of fiduciary duty under the DGCL.
Our amended and restated certificate of incorporation contains a provision permitted under the DGCL relating to the liability of directors. This provision eliminates a director’s personal liability to the fullest extent permitted by the DGCL for monetary damages resulting from a breach of fiduciary duty; provided that such provision will not eliminate or limit a director’s liability for:
 
 	•	 	any breach of the director’s duty of loyalty;	
 
 	•	 	acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law;	
 
 	•	 	Section 174 of the DGCL (unlawful dividends); or	
 
 	•	 	any transaction from which the director derives an improper personal benefit.	
 
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The principal effect of the limitation on liability provision is that a stockholder will be unable to prosecute an action for monetary damages against a director unless the stockholder can demonstrate a basis for liability for which indemnification is not available under the DGCL. This provision, however, should not limit or eliminate our rights or any stockholder’s rights to seek non-monetary relief, such as an injunction or rescission, in the event of a breach of a director’s fiduciary duty. This provision will not alter a director’s liability under federal securities laws. The inclusion of this provision in our amended and restated certificate of incorporation may discourage or deter stockholders or management from bringing a lawsuit against directors for a breach of their fiduciary duties, even though such an action, if successful, might otherwise have benefited us and our stockholders.
The Sponsors have the ability to exert substantial influence over us and their interests may conflict with ours or yours in the future.
Immediately following the completion of this offering, investment funds associated with CD&R and KKR will beneficially own approximately 20.47% and 20.47% of our common stock, respectively, or approximately 19.29% and 19.29%, respectively, if the underwriters exercise in full their option to purchase additional shares. As a result, the Sponsors will have the ability to exert substantial influence on our policies and operations, including the appointment of management, future issuances of our common stock or other securities, the payment of dividends, if any, on our common stock, the incurrence or modification of debt by us, amendments to our amended and restated certificate of incorporation and amended and restated bylaws, and the entering into of extraordinary transactions, and their interests may not in all cases be aligned with your interests. In addition, the Sponsors may have an interest in pursuing acquisitions, divestitures, and other transactions that, in their respective judgment, could enhance their investment, even though such transactions might involve risks to you. For example, the Sponsors could cause us to make acquisitions that increase our indebtedness or cause us to sell revenue-generating assets. Additionally, in certain circumstances, acquisitions of debt at a discount by purchasers that are related to a debtor can give rise to cancellation of indebtedness income to such debtor for U.S. federal income tax purposes.
Additionally, pursuant to the Amended and Restated Stockholders Agreement, each Sponsor has agreed to vote in favor of nominees to our Board of Directors nominated by the other Sponsor. The Amended and Restated Stockholders Agreement also grants the Sponsors special governance rights, including approval rights over certain corporate and other transactions, and certain rights regarding the appointment and removal of our Chief Executive Officer. The Sponsors will retain these rights so long as the applicable Sponsor maintains certain specified minimum levels of ownership in our Company. See “Selling Stockholders—Transactions with the Selling Stockholders.”
CD&R and KKR are in the business of making investments in companies and may from time to time acquire and hold interests in businesses that compete directly or indirectly with us.
Our amended and restated certificate of incorporation provides that the Company will renounce and waive any interest or expectancy in participating in, directly or indirectly, any potential transaction or business opportunity that is presented to the Sponsors. In addition, none of CD&R, KKR, or any of their affiliates have any duty to refrain from engaging, directly or indirectly, in the same business activities or similar business activities or lines of business in which we operate. The Sponsors also may pursue acquisition opportunities that may be complementary to our business, and, as a result, those acquisition opportunities may not be available to us. In addition, the Sponsors will be able to cause or prevent a change in the composition of our Board of Directors. The concentration of ownership could deprive you of an opportunity to receive a premium for your shares of common stock as part of a sale of the Company and ultimately might affect the market price of our common stock.
 
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After the completion of this offering, we will no longer qualify as a “controlled company” pursuant to the rules of the NYSE. As a result, we must comply with certain corporate governance requirements within one year or less of the completion of this offering.
After completion of this offering, the Sponsors will no longer control a majority of the voting power of our outstanding common stock. As a result, we will no longer be a “controlled company” within the meaning of the corporate governance standards of the NYSE, and we will be required to comply with certain corporate governance requirements within one year or less of the completion of this offering, including:
 
 	•	 	the requirement that a majority of our Board of Directors consist of “independent directors” as defined under the rules of the NYSE;	
 
 	•	 	the requirement that we have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities;	
 
 	•	 	the requirement that we have a nominating and corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and	
 
 	•	 	the requirement for an annual performance evaluation of the compensation and nominating and corporate governance committees.	
 
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 FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated herein by reference contain “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements include information concerning our liquidity and our possible or assumed future results of operations, including descriptions of our business strategies. These statements often include words such as “believe,” “expect,” “project,” “anticipate,” “intend,” “plan,” “estimate,” “target,” “seek,” “will,” “may,” “would,” “should,” “could,” “forecasts,” “mission,” “strive,” “more,” “goal,” or similar expressions. The statements are based on assumptions that we have made, based on our experience in the industry as well as our perceptions of historical trends, current conditions, expected future developments, and other factors we think are appropriate. We believe these judgments are reasonable. However, you should understand that these statements are not guarantees of performance or results. Our actual results could differ materially from those expressed in the forward-looking statements.
There are a number of risks, uncertainties, and other important factors, many of which are beyond our control, that could cause our actual results to differ materially from the forward-looking statements included or incorporated by reference in this prospectus. Such risks, uncertainties, and other important factors include, among others, the risks, uncertainties, and factors discussed or referred to under “Risk Factors” above and the following risks, uncertainties, and factors:
 
 	•	 	Our ability to remain profitable during times of cost inflation/deflation, commodity volatility, and other factors	
 
 	•	 	Industry competition and our ability to successfully compete	
 
 	•	 	Our reliance on third-party suppliers, including the impact of any interruption of supplies or increases in product costs	
 
 	•	 	Risks related to our indebtedness, including our substantial amount of debt, our ability to incur substantially more debt, and increases in interest rates	
 
 	•	 	Restrictions and limitations placed on us by our agreements and instruments governing our debt	
 
 	•	 	Any change in our relationships with GPOs	
 
 	•	 	Any change in our relationships with long-term customers	
 
 	•	 	Our ability to increase sales to independent restaurant customers	
 
 	•	 	Our ability to successfully consummate and integrate future acquisitions	
 
 	•	 	Our ability to achieve the benefits that we expect from our cost savings initiatives	
 
 	•	 	Shortages of fuel and increases or volatility in fuel costs	
 
 	•	 	Any declines in the consumption of food prepared away from home, including as a result of changes in the economy or other factors affecting consumer confidence	
 
 	•	 	Liability claims related to products we distribute	
 
 	•	 	Our ability to maintain a good reputation	
 
 	•	 	Costs and risks associated with labor relations and the availability of qualified labor	
 
 	•	 	Changes in industry pricing practices	
 
 	•	 	Changes in competitors’ cost structures	
 
 	•	 	Our ability to retain customers not obligated by long-term contracts to continue purchasing products from us	
 
 	•	 	Environmental, health, and safety costs	
 
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 	•	 	Costs and risks associated with government laws and regulations, including those related to environmental, health, safety, food safety, transportation, labor and employment, and changes in existing laws or regulations	
 
 	•	 	Technology disruptions and our ability to implement new technologies	
 
 	•	 	Costs and risks associated with a potential cybersecurity incident	
 
 	•	 	Our ability to manage future expenses and liabilities associated with our retirement benefits and multiemployer pension plans	
 
 	•	 	Disruptions to our business caused by extreme weather conditions	
 
 	•	 	Costs and risks associated with litigation	
 
 	•	 	Changes in consumer eating habits	
 
 	•	 	Costs and risks associated with our intellectual property protections	
 
 	•	 	Risks associated with potential infringements of the intellectual property of others	
We urge you to read this prospectus, including the uncertainties and factors discussed or referred to under “Risk Factors,” and the documents incorporated herein by reference completely and with the understanding that actual future results may be materially different from expectations. All forward-looking statements made in this prospectus and documents incorporated herein by reference are qualified by these cautionary statements. Forward-looking statements speak only as of the date they are made. We undertake no obligation, other than as may be required by law, to update or revise any forward-looking or cautionary statements to reflect changes in assumptions, the occurrence of events, unanticipated or otherwise, or changes in future operating results over time or otherwise.
Comparisons of results between current and prior periods are not intended to express any future trends, or indications of future performance, unless expressed as such, and should only be viewed as historical data.
 
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 USE OF PROCEEDS
The selling stockholders will receive all of the net proceeds from the sale of shares of our common stock offered pursuant to this prospectus. We will not receive any proceeds from the sale of shares being sold in this offering, including from any exercise by the underwriters of their option to purchase additional shares. The selling stockholders will bear the underwriting commissions and discounts, if any, attributable to their sale of our common stock, and we will bear the remaining expenses. See “Selling Stockholders.”
 
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 DIVIDEND POLICY
We have no current plans to pay future dividends on our common stock, and we have never paid any dividends on our common stock other than the January 2016 one-time special cash distribution discussed below. Any decision to declare and pay dividends in the future will be made at the sole discretion of our Board of Directors and will depend on, among other things, general and economic conditions, our financial condition, and results of operations, our available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax, and regulatory restrictions, implications on the payment of dividends by us to our stockholders or by our subsidiaries to us, and such other factors as our Board of Directors may deem relevant. Because we are a holding company and have no direct operations, we will only be able to pay dividends from funds we receive from our subsidiaries. In addition, our ability to pay dividends is limited by covenants in our existing debt agreements and may be limited by the agreements governing other indebtedness we or our subsidiaries incur in the future. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Indebtedness” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016 and our Quarterly Report on Form 10-Q for the fiscal quarter ended April 1, 2017, which are incorporated herein by reference.
In January 2016, we paid a $666.3 million one-time special cash distribution to our stockholders, including the Sponsors.
 
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 PRICE RANGE OF COMMON STOCK
Our common stock began trading publicly on the NYSE under the symbol “USFD” as of May 26, 2016. Prior to that time, there was no public market for our common stock. As of May 5, 2017, there were 24,073 holders of record of our common stock. This stockholder figure does not include a substantially greater number of holders whose shares are held of record by banks, brokers, and other financial institutions. The following table sets forth the high and low intra-day sale prices per share for our common stock as reported on the NYSE for the period indicated:

 	  	Stock Price	 	
 	  	High	 	  	Low	 	
Fiscal Year Ended December 31, 2016:	  				  				
Second Quarter ended July 2, 2016 (from May 26, 2016)	  	$	25.64	 	  	$	22.51	 	
Third Quarter ended October 1, 2016	  	$	25.83	 	  	$	22.90	 	
Fourth Quarter ended December 31, 2016	  	$	27.79	 	  	$	22.19	 	
Fiscal Year Ending December 30, 2017:	  				  				
First Quarter ended April 1, 2017	  	$	28.14	 	  	$	25.50	 	
Second Quarter (through May 9, 2017)	  	$	29.26	 	  	$	27.21	 	
The closing sale price of our common stock, as reported by the NYSE, on May 9, 2017, was $28.80. American Stock Transfer & Trust Company, LLC is the transfer agent and registrar for our common stock.
 
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 CAPITALIZATION
The following table sets forth our consolidated cash and cash equivalents and capitalization as of April 1, 2017.
You should read this table in conjunction with the information contained in “Use of Proceeds” and “Summary Historical Consolidated Financial Data” included elsewhere this prospectus as well “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our unaudited consolidated interim financial statements and the notes thereto incorporated by reference in the prospectus.

 	  	As of
April 1, 2017	 	
 	  	(In millions, except
share data)*	 	
Cash and cash equivalents	  	$	151.8	 	
	  	 	 	 	
Debt:	  				
ABL Facility (1)	  	$	50.0	 	
2012 ABS Facility	  	 	675.0	 	
Amended and Restated 2016 Term Loan	  	 	2,170.9	 	
2016 Senior Notes	  	 	593.1	 	
Obligations under capital leases	  	 	333.0	 	
Other debt	  	 	32.6	 	
	  	 	 	 	
Total debt (2)	  	 	3,854.5	 	
	  	 	 	 	
Shareholders’ equity:	  				
Common stock, $0.01 par value, 600,000,000 shares authorized; 220,929,000 shares issued and outstanding	  	 	2.2	 	
Additional paid-in capital	  	 	2,800.5	 	
Accumulated deficit	  	 	(109.6)	 	
Accumulated other comprehensive loss	  	 	(118.7)	 	
	  	 	 	 	
Total shareholders’ equity	  	 	2,574.4	 	
	  	 	 	 	
Total capitalization	  	$	6,428.9	 	

(*)	Amounts may not add due to rounding.	
(1)	Excludes issued letters of credit totaling $370 million consisting of $61 million issued to secure our obligations related to certain facility leases, $306 million issued in favor of certain commercial insurers securing our obligations related to our self-insurance programs, and $3 million for other obligations of our Company.	
(2)	Deferred financing costs of $20 million, as of April 1, 2017 have been netted against the carrying values of certain of our debt obligations.	
 
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 SELLING STOCKHOLDERS
The following table and accompanying footnotes set forth information as of May 5, 2017, with respect to the beneficial ownership of our common stock by the selling stockholders. There were 222,156,111 shares of our common stock outstanding as of May 5, 2017.
The amounts and percentages of shares beneficially owned are reported on the basis of SEC regulations governing the determination of beneficial ownership of securities. Under SEC rules, a person is deemed a “beneficial owner” of a security if that person has or shares voting power or investment power, which includes the power to dispose of or to direct the disposition of the security. A person is also deemed a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Securities that can be acquired this way are deemed to be outstanding for purposes of computing a person’s ownership percentage, but not for purposes of computing any other person’s percentage. Under these rules, more than one person may be deemed a beneficial owner of the same securities, and a person may be deemed a beneficial owner of securities to which that person has no economic interest.
Except as otherwise indicated in the footnotes to this table, each of the beneficial owners listed has, to our knowledge, sole voting and investment power for the indicated shares of common stock. Unless otherwise noted, the address for each beneficial owner listed below is c/o US Foods Holding Corp., 9399 W. Higgins Road, Suite 500, Rosemont, IL 60018.

 	 	 	 	 	Common Stock
to be Sold
in this Offering	 	 	Common Stock
Beneficially Owned
After this Offering	 	
 	 	Common
Stock
Beneficially
Owned
Prior to this
Offering	 	 	Assuming the
Underwriter’s
Option
is not
Exercised	 	 	Assuming the
Underwriter’s
Option is
Exercised in
Full (1)	 	 	Assuming the
Underwriter’s
Option
is not Exercised	 	 	Assuming the
Underwriter’s
Option is
Exercised
in Full (1)	 	
Name and Address of
Beneficial Holder	 	Number	 	 	Percent	 	 	Number	 	 	Number	 	 	Number	 	 	Percentage	 	 	Number	 	 	Percentage	 	
Investment Funds Associated with or Managed By Clayton, Dubilier & Rice, LLC (2) (3)	 	 	62,633,332	 	 	 	28.19	%	 	 	17,155,559	 	 	 	19,780,559	 	 	 	45,477,773	 	 	 	20.47	% 	 	 	42,852,773	 	 	 	19.29	% 	
Investment Funds Associated with Kohlberg Kravis Roberts & Co., L.P. (4) (5)	 	 	62,633,331	 	 	 	28.19	%	 	 	17,155,559	 	 	 	19,780,559	 	 	 	45,477,772	 	 	 	20.47	% 	 	 	42,852,772	 	 	 	19.29	% 	
John Lederer (6) (7)	 	 	2,087,471	 	 	 	*	 	 	 	598,950	 	 	 	598,950	 	 	 	1,488,521	 	 	 	*	 	 	 	1,488,521	 	 	 	*	 	
Pietro Satriano (8) (9)	 	 	811,064	 	 	 	*	 	 	 	89,932	 	 	 	89,932	 	 	 	721,132	 	 	 	*	 	 	 	721,132	 	 	 	*	 	
 
*	Less than 1%	
(1)	The underwriters have the option to purchase up to an additional 5,250,000 shares from the selling stockholders that are affiliated with CD&R and KKR at the public offering price, less the underwriting discounts and commissions, within 30 days of the date of this prospectus.	
(2)	Represents shares held by the following investment funds associated with Clayton, Dubilier & Rice, LLC: a) 33,404,444 shares of common stock held by Clayton, Dubilier & Rice Fund VII, L.P., whose general partner is CD&R Associates VII, Ltd., whose sole stockholder is CD&R Associates VII, L.P., whose general partner is CD&R Investment Associates VII, Ltd.; b) 9,742,963 shares of common stock held by Clayton, Dubilier & Rice Fund VII (Co-Investment), L.P., whose general partner is CD&R Associates VII (Co-Investment), Ltd., whose sole stockholder is CD&R Associates VII, L.P.; c) 237,844 shares of common stock held by CD&R Parallel Fund VII, L.P., whose general partner is CD&R Parallel Fund Associates VII,	
 
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 	Ltd.; d) 13,680,674 shares of common stock held by CDR USF Co-Investor, L.P., whose general partner is CDR USF Co-Investor GP Limited, whose sole stockholder is Clayton, Dubilier & Rice Fund VII, L.P.; and e) 5,567,407 shares of common stock held by CDR USF Co-Investor No. 2, L.P., whose general partner is CDR USF Co-Investor GP No. 2, Limited, whose sole stockholder is CD&R Associates VII, L.P. CD&R Investment Associates VII, Ltd. and CD&R Parallel Fund Associates VII, Ltd. are each managed by a two-person board of directors. Donald J. Gogel and Kevin J. Conway, as the directors of CD&R Investment Associates VII, Ltd. and CD&R Parallel Fund Associates VII, Ltd., may be deemed to share beneficial ownership of the shares shown as beneficially owned by the funds associated with CD&R. Such persons expressly disclaim such beneficial ownership.	
Investment and voting decisions with respect to shares held by CD&R are made by an investment committee of limited partners of CD&R Associates VII, L.P. (the “Investment Committee”). The CD&R investment professionals who have effective voting control of the Investment Committee are Michael G. Babiarz, Vindi Banga, James G. Berges, John C. Compton, Kevin J. Conway, Russell P. Fradin, Thomas C. Franco, Kenneth A. Giuriceo, Donald J. Gogel, Jillian C. Griffiths, Marco Herbst, Sarah Kim, John Krenicki, Jr., David A. Novak, Paul S. Pressler, Roberto Quarta, Christian Rochat, Ravi Sachdev, Richard J. Schnall, Steven W. Shapiro, Nathan K. Sleeper, Derek Strum, Sonja Terraneo, David H. Wasserman and J.L. Zrebiec. All members of the Investment Committee expressly disclaim beneficial ownership of the shares shown as beneficially owned by the funds associated with CD&R. Each of CD&R Associates VII, Ltd., CD&R Associates VII, L.P. and CD&R Investment Associates VII, Ltd. expressly disclaims beneficial ownership of the shares held by Clayton, Dubilier & Rice Fund VII, L.P., as well as the shares held by each of Clayton, Dubilier & Rice Fund VII (Co-Investment), L.P., CD&R Parallel Fund VII, L.P., CDR USF Co-Investor, L.P. and CDR USF Co-Investor No. 2, L.P. Each of CDR USF Co-Investor GP Limited and CDR USF Co-Investor GP No. 2, Limited expressly disclaims beneficial ownership of the shares held by each of CDR USF Co-Investor Limited, CDR USF Co-Investor No. 2, Limited, Clayton, Dubilier & Rice Fund VII, L.P., Clayton, Dubilier & Rice Fund VII (Co-Investment), L.P. and CD&R Parallel Fund VII. CD&R Parallel Fund Associates VII, Ltd. expressly disclaims beneficial ownership of the shares held by each of CD&R Parallel Fund VII, L.P., Clayton, Dubilier & Rice Fund VII, L.P., Clayton, Dubilier & Rice Fund VII (Co-Investment), L.P., CDR USF Co-Investor L.P. and CDR USF Co-Investor No. 2, L.P.
The address for each of Clayton, Dubilier & Rice Fund VII, L.P., CD&R Parallel Fund VII, L.P., Clayton, Dubilier & Rice Fund VII (Co-Investment), L.P., CD&R Associates VII, Ltd., CD&R Associates VII, L.P., CD&R Parallel Fund Associates VII, Ltd., CD&R Associates VII (Co-Investment), Ltd. and CD&R Investment Associates VII, Ltd. is c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. The address for CD&R is 375 Park Avenue, 18th Floor, New York, NY 10152.
(3)	Of the shares being offered by the investment funds associated with or managed by Clayton, Dubilier & Rice, LLC: a) 9,149,631 are being sold in this offering by Clayton, Dubilier & Rice Fund VII, L.P. assuming the underwriters’ option is not exercised and 10,549,631 are being sold in this offering by Clayton, Dubilier & Rice Fund VII, L.P. assuming the underwriters’ option is exercised in full; b) 2,668,643 are being sold in this offering by Clayton, Dubilier & Rice Fund VII (Co-Investment), L.P. assuming the underwriters’ option is not exercised 3,076,976 are being sold in this offering by Clayton, Dubilier & Rice Fund VII (Co-Investment), L.P. assuming the underwriters’ option is exercised in full; c) 65,147 are being sold in this offering by CD&R Parallel Fund VII, L.P. assuming the underwriters’ option is not exercised and 75,115 are being sold in this offering by CD&R Parallel Fund VII, L.P. assuming the underwriters’ option is exercised in full; d) 3,747,200 are being sold in this offering by CDR USF Co-Investor, L.P. assuming the underwriters’ option is not exercised and 4,320,565 are being sold in this offering by CDR USF Co-Investor, L.P. assuming the underwriters’ option is exercised in full; and e) 1,524,938 are being sold in this offering by CDR USF Co-Investor No. 2, L.P. assuming the underwriters’ option is not exercised and 1,758,272 are being sold in this offering by CDR USF Co-Investor No. 2, L.P. assuming the underwriters’ option is exercised in full.	
(4)	Represents shares held by the following investment funds associated with KKR: a) 55,543,240 shares of common stock held by KKR 2006 Fund L.P.; b) 4,453,925 shares of common stock held by KKR PEI Food Investments L.P.; c) 1,021,619 shares of common stock held by KKR Partners III, L.P.; d) 501,066 shares of	
 
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 	common stock held by OPERF Co-Investment LLC; and e) 1,113,481 shares of common stock held by ASF Walter Co-Invest L.P. The sole general partner of the KKR 2006 Fund L.P. is KKR Associates 2006 L.P., and the sole general partner of KKR Associates 2006 L.P. is KKR 2006 GP LLC. The designated member of KKR 2006 GP LLC is KKR Fund Holdings L.P. The sole general partner of KKR PEI Food Investments L.P. is KKR PEI Food Investments GP LLC. The sole member of KKR PEI Food Investments GP LLC is KKR PEI Investments, L.P., whose sole general partner is KKR PEI Associates, L.P., and the sole general partner of KKR PEI Associates, L.P. is KKR PEI GP Limited. The sole shareholder of KKR PEI GP Limited is KKR Fund Holdings L.P. Messrs. Henry Kravis and George Roberts have also been designated as managers of KKR 2006 GP LLC by KKR Fund Holdings L.P. KKR III GP LLC is the sole general partner of KKR Partners III, L.P. The managers of KKR III GP LLC are Messrs. Kravis and Roberts. The manager of OPERF Co-Investment LLC is KKR Associates 2006 L.P. The general partner of ASF Walter Co-Invest L.P. is ASF Walter Co-Invest GP Limited. The sole shareholder of ASF Walter Co-Invest GP Limited is KKR Fund Holdings L.P. The general partners of KKR Fund Holdings L.P. are KKR Fund Holdings GP Limited and KKR Group Holdings L.P. The sole shareholder of KKR Fund Holdings GP Limited is KKR Group Holdings L.P. The sole general partner of KKR Group Holdings L.P. is KKR Group Limited. The sole shareholder of KKR Group Limited is KKR & Co. L.P. The sole general partner of KKR & Co. L.P. is KKR Management LLC. The designated members of KKR Management LLC are Messrs. Kravis and Roberts. Each of the KKR entities and Messrs. Kravis and Roberts may be deemed to share voting and investment power with respect to the shares beneficially owned by KKR, but each has disclaimed beneficial ownership of such shares, except to the extent directly held. The address for all entities noted above and for Mr. Kravis is c/o Kohlberg Kravis Roberts & Co. L.P., 9 West 57th Street, Suite 4200, New York, NY 10019. The address for Mr. Roberts is c/o Kohlberg Kravis Roberts & Co. L.P., 2800 Sand Hill Road, Suite 200, Menlo Park, CA 94025.	
(5)	Of the shares being offered by the investment funds associated with KKR: a) 15,213,550 are being sold in this offering by KKR 2006 Fund L.P. assuming the underwriters’ option is not exercised and 17,541,401 are being sold in this offering by KKR 2006 Fund L.P. assuming the underwriters’ option is exercised in full; b) 1,219,951 are being sold in this offering by KKR PEI Food Investments L.P. assuming the underwriters’ option is not exercised and 1,406,617 are being sold in this offering by KKR PEI Food Investments L.P. assuming the underwriters’ option is exercised in full; c) 279,826 are being sold in this offering by KKR Partners III, L.P. assuming the underwriters’ option is not exercised and 322,643 are being sold in this offering by KKR Partners III, L.P. assuming the underwriters’ option is exercised in full; d) 137,244 are being sold in this offering by OPERF Co-Investment LLC assuming the underwriters’ option is not exercised and 158,244 are being sold in this offering by OPERF Co-Investment LLC assuming the underwriters’ option is exercised in full; and e) 304,988 are being sold in this offering by ASF Walter Co-Invest L.P. assuming the underwriters’ option is not exercised and 351,654 are being sold in this offering by ASF Walter Co-Invest L.P. assuming the underwriters’ option is exercised in full.	
(6)	Includes 1,583,247 vested options and unvested options exercisable within 60 days and restricted stock units that will vest within 60 days.	
(7)	Mr. Lederer is a member of our Board of Directors.	
(8)	Includes 360,436 shares underlying vested options and unvested options exercisable within 60 days and restricted stock units that will vest within 60 days.	
(9)	Mr. Satriano is our President and Chief Executive Officer and a member of our Board of Directors.	
Transactions with the Selling Stockholders
Amended and Restated Stockholders Agreement
We are currently party to a stockholders agreement (the “Amended and Restated Stockholders Agreement”) with the Sponsors. Collectively, prior to this offering, the Sponsors hold 56.4% of our outstanding common stock. The Amended and Restated Stockholders Agreement contains, among other things, agreements with respect to the election of our directors. The Amended and Restated Stockholders Agreement grants each of the Sponsors the right to designate for nomination for election a number of designees equal to: (i) at least 40% of the total number of directors comprising the Board of Directors at such time as long as such Sponsor owns at least 90% of its original shares of common stock; (ii) at least 30% of the total number of directors comprising the
 
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Board of Directors at such time as long as such Sponsor owns at least 75% but less than 90% of its original shares of common stock; (iii) at least 20% of the total number of directors comprising he Board of Directors at such time as long as such Sponsor owns at least 50% but less than 75% of its original shares of common stock; (iv) at least 10% of the total number of directors comprising the Board of Directors at such time as long as such Sponsor owns at least 25% but less than 50% of its original shares of common stock; and (v) at least 5% of the total number of directors comprising the Board of Directors at such time as long as such Sponsor owns at least 10% but less than 25% of its original shares of common stock. Pursuant to the Amended and Restated Stockholders Agreement, each of the Sponsors agrees to vote, or act by written consent, with respect to any common stock owned by it, to cause each of the Sponsors’ designees and our Chief Executive Officer to be elected to our Board of Directors. So long as each of the Sponsors has the right to designate at least one nominee to the Board of Directors, we will include at least one designee from each of the Sponsors on each of the Audit Committee, Compensation Committee, and the Nominating and Corporate Governance Committee of the Board of Directors, subject to compliance with applicable regulations. We do not currently have any Sponsor designees on the Audit Committee. The Amended and Restated Stockholders Agreement provides that the Board of Directors will be comprised of between two and 15 directors, but the number of directors can only be changed with the consent of the Sponsors for so long as each has the right to designate nominees to the Board of Directors under the Amended and Restated Stockholders Agreement. In addition, the Amended and Restated Stockholders Agreement grants to the Sponsors special governance rights, for as long as the applicable Sponsor maintains ownership of our common stock at a level that would entitle the Sponsor to designate a nominee to our Board of Directors or that is at least 10% of our outstanding common stock, including rights of approval over certain corporate and other transactions such as mergers or other transactions involving a change in control and certain rights regarding the appointment of our Chief Executive Officer.
In addition, all of our executive officers and certain of our other employees entered into agreements with us and the Sponsors in connection with their purchase of shares our common stock and receipt of equity awards under the 2007 Stock Incentive Plan. Such agreements included management stockholder’s agreements and subscription agreements, under which our executives and employees purchased our common stock (and were granted additional equity awards to acquire our common stock). These agreements contained, among other things, restrictions on the transfer of our shares of common stock, rights of the Company to repurchase shares of our common stock and options in certain circumstances, and limited “piggyback” registration rights. On January 20, 2017, the Company and the Sponsors waived the restrictions on the transfer of our shares for employees other than our executive officers. On April 5, 2017, the Company terminated the management stockholder’s agreements for all of our employees, including executive officers, except that our executive officers’ limited piggyback registration rights survive the termination of the agreements.
Amended and Restated Registration Rights Agreements
We are currently a party to an amended and restated registration rights agreement (the “Amended and Restated Registration Rights Agreement”) with the Sponsors holding approximately 56.4% percent of our outstanding common stock as of May 5, 2017, or approximately 40.9% following this offering (assuming no exercise by the underwriters of their option to purchase up to an additional shares). The Amended and Restated Registration Rights Agreement grants to the Sponsors the right to cause us, at our own expense, to use our reasonable best efforts to register shares held by the Sponsors for public resale, subject to certain limitations. In the event we file a registration statement to register any of our common stock, the Sponsors also have the right to require us to use our best efforts to include shares of our common stock held by them, subject to certain limitations, including as determined by the underwriters. The Amended and Restated Registration Rights Agreement also provides for us to indemnify the Sponsors party to such agreement and their affiliates for certain misstatements, omissions, and violations of securities laws in connection with the registration of our common stock. The registration statement of which this prospectus forms a part was filed in connection with our obligations under the Amended and Restated Registration Rights Agreement.
 
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Consulting Agreements
We were a party to consulting agreements with each of the Sponsors (the “Consulting Agreements”), pursuant to which each Sponsor provided us with ongoing consulting and management advisory services and received fees and reimbursements of related out-of-pocket expenses. Under these agreements, we paid consulting fees, in the aggregate to both Sponsors, of $10 million in each of the fiscal years 2015, 2014, and 2013. We terminated the Consulting Agreements with each of the Sponsors on June 1, 2016 and paid an aggregate termination fee of $30.7 million ($15.3 million to CD&R and $15.3 million to KKR).
Indemnification Agreements
We are a party to indemnification agreements with each of the Sponsors, pursuant to which we indemnify such Sponsors, and their respective affiliates, directors, officers, partners, members, employees, agents, representatives, and controlling persons, against certain liabilities arising out of performance of the Consulting Agreements described above under “—Consulting Agreements” and certain other claims and liabilities, including liabilities arising out of financing arrangements and securities offerings.
We are also a party to indemnification agreements with our directors. The indemnification agreements provide our directors with contractual rights to the indemnification and expense advancement rights. See “Description of Capital Stock—Limitations on Liability and Indemnification.”
Financing Arrangements with Related Parties
In January 2013, we repurchased $355 million in aggregate principal amount of 11.25% / 12% Senior Subordinated Notes due 2017 (the “Senior Subordinated Notes”) from an affiliate of CD&R, at a price equal to 105.625% of the principal amount of the Senior Subordinated Notes, plus accrued and unpaid interest to the purchase date. The repurchase was funded through net proceeds from the issuance of 8.50% unsecured senior notes due 2019 (the “Old Senior Notes”).
In February 2015, we repurchased $2 million of aggregate principal amount of Old Senior Notes held by KKR.
In May 2016, KKR Capital Markets LLC, an affiliate of KKR, received underwriter discounts and commissions of $5 million in connection with the Company’s IPO and received approximately $1 million for services rendered in connection with certain debt refinancing transactions.
In January 2017, KKR Capital Markets LLC acted as an underwriter in connection with a secondary offering of the Company’s stock and received underwriter discounts and commissions of approximately $4 million. In February 2017, KKR Capital Markets LLC received $0.025 million for services rendered in connection with a debt refinancing transaction.
Relationship with KKR Credit
Since 2013, investment vehicles advised by KKR were participating lenders under our Amended and Restated 2016 Term Loan, which was refinanced in 2016. Prior to or in connection with its refinancing, investment funds or accounts managed or advised by KKR had received aggregate principal payments of approximately $154.5 million and interest payments and consent, amendment or extension fees of approximately $47.5 million. Since the refinancing through March 31, 2017, investment funds or accounts managed or advised by KKR had received aggregate principal payments of approximately $75,000 and interest payments of approximately $262,000.
 
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Since 2013, investment funds or accounts managed or advised by KKR were also holders of our Old Senior Notes, which we redeemed in June 2016 using the net proceeds from our IPO. Prior to such redemption, investment funds or accounts managed or advised by KKR had received interest payments and consent fees of approximately $3.5 million and received approximately $10.3 million in principal amount and early redemption premiums in connection with the redemption.
Relationship with KKR Capstone
We have utilized and may continue to utilize KKR Capstone Americas LLC and/or its affiliates (“KKR Capstone”), a consulting company that works exclusively with KKR’s portfolio companies, for consulting services, and have paid to KKR Capstone related fees and expenses. KKR Capstone is not a subsidiary or affiliate of KKR. KKR Capstone operates under several consulting agreements with KKR and uses the “KKR” name under license from KKR.
Transactions with Other Related Parties
In connection with our business, we procure products from thousands of suppliers, some of which may be affiliated with the Sponsors. We estimate that we purchased food products from a former affiliate of a Sponsor, while we were owned by the Sponsor, for approximately $12 million in fiscal 2013. Management believes these transactions were conducted on an arm’s-length basis at prices that an unrelated third party would have paid for such products.
 
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 DESCRIPTION OF CAPITAL STOCK
The following is a description of the material terms of, and is qualified in its entirety by, our amended and restated certificate of incorporation and amended and restated bylaws, each of which is filed as an exhibit to the registration statement of which this prospectus is a part.
Our purpose is to engage in any lawful act or activity for which corporations may now or hereafter be organized under the DGCL. Our authorized capital stock consists of 600,000,000 shares of common stock, par value $0.01 per share, and 25,000,000 shares of preferred stock, par value $0.01 per share. No shares of preferred stock will be issued or outstanding immediately after the public offering contemplated by this prospectus. Unless our Board of Directors determines otherwise, we will issue all shares of our capital stock in uncertificated form.
Common Stock
Holders of our common stock are entitled:
 
 	•	 	to cast one vote for each share held of record on all matters submitted to a vote of the stockholders;	
 
 	•	 	to receive, on a pro rata basis, dividends and distributions, if any, that the Board of Directors may declare out of legally available funds, subject to preferences that may be applicable to preferred stock, if any, then outstanding; and	
 
 	•	 	upon our liquidation, dissolution or winding up, to share equally and ratably in any assets remaining after the payment of all debt and other liabilities, subject to the prior rights, if any, of holders of any outstanding shares of preferred stock.	
Our ability to pay dividends on our common stock is subject to our subsidiaries’ ability to pay dividends to us, which is, in turn, subject to the restrictions set forth in our existing debt agreements and which may be limited by the agreements governing other indebtedness we or our subsidiaries incur in the future. See “Dividend Policy.”
The holders of our common stock do not have any preemptive, cumulative voting, subscription, conversion, redemption or sinking fund rights. The common stock is not subject to future calls or assessments by us. The rights and privileges of the holders of our common stock are subject to any series of preferred stock that we may issue in the future, as described in “—Preferred Stock” below.
As of May 5, 2017, we had 222,156,111 shares of common stock outstanding and 24,073 holders of record of common stock.
Preferred Stock
Under our amended and restated certificate of incorporation, our Board of Directors has the authority, without further action by our stockholders, to issue up to 25,000,000 shares of preferred stock in one or more series and to fix the voting powers, designations, preferences and the relative participating, optional or other special rights and qualifications, limitations and restrictions of each series, including dividend rights, dividend rates, conversion rights, voting rights, terms of redemption, liquidation preferences and the number of shares constituting any series. No shares of our authorized preferred stock are currently outstanding. Because the Board of Directors has the power to establish the preferences and rights of the shares of any series of preferred stock, it may afford holders of any preferred stock preferences, powers and rights, including voting and dividend rights, senior to the rights of holders of our common stock, which could adversely affect the holders of the common stock and could delay, discourage or prevent a takeover of us even if a change of control of our company would be beneficial to the interests of our stockholders.
 
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Annual Stockholder Meetings
Our amended and restated bylaws provide that annual stockholder meetings will be held at a date, time, and place, if any, as exclusively selected by our Board of Directors. To the extent permitted under applicable law, we may conduct meetings by remote communications, including by webcast.
Anti-Takeover Effects of Our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws and Certain Provisions of Delaware Law
The provisions of our amended and restated certificate of incorporation and amended and restated bylaws and of the DGCL summarized below may have an anti-takeover effect and may delay, defer or prevent a tender offer or takeover attempt that you might consider in your best interest, including an attempt that might result in your receipt of a premium over the market price for your shares. These provisions are also designed, in part, to encourage persons seeking to acquire control of us to first negotiate with our Board of Directors, which could result in an improvement of their terms.
Classified Board of Directors. The terms of our amended and restated certificate of incorporation and amended and restated bylaws provide that our Board of Directors will be divided into three classes, as nearly equal in number as possible, with members of each class serving staggered three-year terms. Our amended and restated certificate of incorporation provides that the number of directors will be between 2 and 15 and the authorized number of directors may be changed only by resolution of the Board of Directors. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. Our amended and restated certificate of incorporation also provides that, subject to any rights of holders of preferred stock and any applicable terms of the Amended and Restated Stockholders Agreement, and except as otherwise provided in any bylaw, any vacancy on our Board of Directors, including a vacancy resulting from an enlargement of our Board of Directors, may be filled only by vote of a majority of our directors then in office, except with respect to any vacancy of a Sponsor-designated director, in which case such Sponsor will have the right to designate a new director for election by a majority of the remaining directors then in office, even if less than a quorum, or by the sole remaining director. Our classified Board of Directors could have the effect of delaying or discouraging an acquisition of us or a change in our management.
Special Meetings of Stockholders. Our amended and restated certificate of incorporation provides that, subject to the rights of holders of preferred stock and the requirements of applicable law, a special meeting of stockholders may be called only by or at the direction of our Board of Directors pursuant to a resolution adopted by a majority of our Board of Directors. Special meetings may also be called by our Corporate Secretary at the request of the holders of not less than 50% of the outstanding shares of our common stock so long as the Sponsors collectively beneficially own (directly or indirectly) more than 50% of the outstanding shares of our common stock in the aggregate, which we expect to be the case following the completion of this offering. Thereafter, stockholders will not be permitted to call a special meeting.
No Stockholder Action by Written Consent. Our amended and restated certificate of incorporation provides that stockholder action may be taken only at an annual meeting or special meeting of stockholders and may not be taken by written consent in lieu of a meeting, unless the Sponsors collectively beneficially own (directly or indirectly) more than 50% of the outstanding shares of our common stock in the aggregate, which we do not expect to be the case following the completion of this offering.
Removal of Directors. Our amended and restated certificate of incorporation provides that, subject to any rights of holders of preferred stock and any applicable terms of the Amended and Restated Stockholders Agreement, directors may be removed with or without cause at any time upon the affirmative vote of holders of at least a majority of the votes to which all the stockholders would be entitled to cast in any election of directors until the Sponsors no longer collectively beneficially own (directly or indirectly) more than 25% of the
 
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outstanding shares of our common stock in the aggregate. After such time, directors may be removed from office only for cause and only upon the affirmative vote of holders of at least 75% of the votes which all the stockholders would be entitled to cast in any election of directors.
Stockholder Advance Notice Procedure. Our amended and restated bylaws establish advance notice procedures for stockholders to make nominations of candidates for election as directors or to bring other business before an annual meeting of our stockholders. The amended and restated bylaws provide that any stockholder wishing to nominate persons for election as directors at, or bring other business before, an annual meeting must deliver to our Corporate Secretary a written notice of the stockholder’s intention to do so. These provisions may have the effect of precluding the conduct of certain business at a meeting if the proper procedures are not followed. We expect that these provisions may also discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of our company. To be timely, the stockholder’s notice must be delivered to our Corporate Secretary at our principal executive offices neither fewer than 90 days nor more than 120 days before the first anniversary date of the annual meeting for the preceding year; provided, however, that in the event that the annual meeting is set for a date that is more than 30 days before or more than 70 days after the first anniversary date of the preceding year’s annual meeting, a stockholder’s notice must be delivered to our Secretary (x) neither earlier than 90 days nor more than 120 days prior to the meeting or (y) neither later than the 10th day following the day on which a public announcement of the date of the such meeting is first made by us nor more than 120 days prior to the meeting.
Amendments to Certificate of Incorporation and Bylaws. The DGCL generally provides that the affirmative vote of a majority of the outstanding stock entitled to vote on any matter is required to amend a corporation’s certificate of incorporation or bylaws, unless either a corporation’s certificate of incorporation or bylaws require a greater percentage. Our amended and restated certificate of incorporation provides that, upon the Sponsors’ ceasing to collectively beneficially own (directly or indirectly) more than 50% of the outstanding shares of our common stock in the aggregate, which is expected to be the case following the completion of this offering, specified provisions of our amended and restated certificate of incorporation may not be amended, altered or repealed unless the amendment is approved by the affirmative vote of the holders of at least 75% of the outstanding shares of our common stock then entitled to vote generally in the election of directors, voting together as a single class, including the provisions governing the liability and indemnification of directors, corporate opportunities, the elimination of stockholder action by written consent and the prohibition on the rights of stockholders to call a special meeting.
In addition, our amended and restated certificate of incorporation and amended and restated bylaws provide that our amended and restated bylaws may be amended, altered or repealed, or new bylaws may be adopted, by the affirmative vote of a majority of the Board of Directors, or by the affirmative vote of the holders of (x) as long as the Sponsors collectively beneficially own (directly or indirectly) more than 50% of the outstanding shares of our common stock in the aggregate, at least a majority, and (y) thereafter, at least 75%, of the outstanding shares of our common stock then entitled to vote at any annual or special meeting of stockholders, voting together as a single class.
These provisions make it more difficult for any person to remove or amend any provisions in our amended and restated certificate of incorporation and amended and restated bylaws that may have an anti-takeover effect.
Section 203 of the Delaware General Corporation Law. In our amended and restated certificate of incorporation, we elect not to be governed by Section 203 of the DGCL, as permitted under and pursuant to subsection (b)(3) of Section 203, until the first date that the Sponsors no longer beneficially own (directly or indirectly) any of our outstanding shares of common stock. After such date, we will be governed by Section 203. Section 203, with specified exceptions, prohibits a Delaware corporation from engaging in any “business
 
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combination” with any “interested stockholder” for a period of three years following the time that the stockholder became an interested stockholder unless:
 
 	•	 	prior to such time, the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;	
 
 	•	 	upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding, but not the outstanding voting stock owned by the interested stockholder, those shares owned (i) by persons who are directors and also officers and (ii) pursuant to employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or	
 
 	•	 	at or subsequent to such time, the business combination is approved by the board of directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66  2 ⁄ 3 % of the outstanding voting stock that is not owned by the interested stockholder.	
Section 203 of the DGCL defines “business combination” to include the following:
 
 	•	 	any merger or consolidation of the corporation or any direct or indirect majority-owned subsidiary of the corporation with the interested stockholder, or with any other corporation, partnership, unincorporated association or other entity if the merger or consolidation is caused by the interested stockholder and certain other conditions are met;	
 
 	•	 	any sale, lease, exchange, mortgage, transfer, pledge, or other disposition of 10% or more of the assets of the corporation involving the interested stockholder, subject to certain conditions;	
 
 	•	 	subject to specified exceptions, any transaction that results in the issuance or transfer by the corporation or by any direct or indirect majority-owned subsidiary of the corporation of any stock of the corporation to the interested stockholder;	
 
 	•	 	any transaction involving the corporation or any direct or indirect majority-owned subsidiary of the corporation that has the effect, directly or indirectly, of increasing the proportionate share of the stock of any class or series of the corporation or any such subsidiary beneficially owned by the interested stockholder; and	
 
 	•	 	any receipt by the interested stockholder of the benefit, directly or indirectly and subject to certain conditions, of any loans, advances, guarantees, pledges, or other financial benefits provided by or through the corporation.	
An “interested stockholder” is any entity or person who, together with affiliates and associates, owns, or within the previous three years owned, 15% or more of the outstanding voting stock of the corporation.
Limitations on Liability and Indemnification
Our amended and restated certificate of incorporation contains a provision permitted under the DGCL relating to the liability of directors. This provision eliminates a director’s personal liability to the fullest extent permitted by the DGCL for monetary damages resulting from a breach of fiduciary duty; provided that such provision will not eliminate or limit a director’s liability for:
 
 	•	 	any breach of the director’s duty of loyalty;	
 
 	•	 	acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law;	
 
 	•	 	Section 174 of the DGCL (unlawful dividends); or	
 
 	•	 	any transaction from which the director derives an improper personal benefit.	
 
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The principal effect of the limitation on liability provision is that a stockholder is unable to prosecute an action for monetary damages against a director unless the stockholder can demonstrate a basis for liability for which indemnification is not available under the DGCL. This provision, however, should not limit or eliminate our rights or any stockholder’s rights to seek non-monetary relief, such as an injunction or rescission, in the event of a breach of a director’s fiduciary duty. This provision does not alter a director’s liability under federal securities laws. The inclusion of this provision in our amended and restated certificate of incorporation may discourage or deter stockholders or management from bringing a lawsuit against directors for a breach of their fiduciary duties, even though such an action, if successful, might otherwise have benefited us and our stockholders.
Our amended and restated bylaws provide that we are required to indemnify our directors and officers, to the fullest extent permitted by law, for all judgments, fines, settlements, legal fees and other expenses incurred in connection with pending or threatened legal proceedings because of the director’s or officer’s positions with us or another entity that the director or officer serves at our request, subject to various conditions and exceptions, and to advance funds to our directors and officers to enable them to defend against such proceedings.
We have entered into an indemnification agreement with each of our directors. The indemnification agreements provide our directors with contractual rights to the indemnification and expense advancement rights provided under our amended and restated bylaws, as well as contractual rights to additional indemnification as provided in the indemnification agreements.
Corporate Opportunities
Our amended and restated certificate of incorporation provides that we, on our behalf and on behalf of our subsidiaries, renounce and waive any interest or expectancy in, or in being offered an opportunity to participate in, corporate opportunities, that are from time to time presented to the Sponsors, or their respective officers, directors, agents, stockholders, members, partners, affiliates or subsidiaries, even if the opportunity is one that we or our subsidiaries might reasonably be deemed to have pursued or had the ability or desire to pursue if granted the opportunity to do so. None of the Sponsors or their respective agents, stockholders, members, partners, affiliates or subsidiaries will generally be liable to us or any of our subsidiaries for breach of any fiduciary or other duty, as a director or otherwise, by reason of the fact that such person pursues, acquires or participates in such corporate opportunity, directs such corporate opportunity to another person or fails to present such corporate opportunity, or information regarding such corporate opportunity, to us or our subsidiaries. Stockholders are deemed to have notice of and consented to this provision of our amended and restated certificate of incorporation.
Choice of Forum
Our amended and restated certificate of incorporation provides that, unless our Company consents in writing to an alternate forum, the Court of Chancery of the State of Delaware will be the exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed to us or our stockholders by our directors, officers, employees, agents or stockholders, (iii) any action asserting a claim against us or any director, officer, employee, agent or stockholder arising under the DGCL, our amended and restated certificate of incorporation and our amended and restated bylaws, or (iv) any action asserting a claim against us or any director, officer, employee, agent or stockholder that is governed by the internal affairs doctrine. It is possible that a court could rule that this provision is not applicable or is unenforceable. We may consent in writing to alternative forums. Stockholders are deemed to have notice of and consented to this provision of our amended and restated certificate of incorporation.
Transfer Agent and Registrar
The transfer agent and registrar for our common stock is American Stock Transfer & Trust Company, LLC.
Listing
Our common stock is listed on the NYSE under the symbol “USFD.”
 
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 MATERIAL U.S. FEDERAL INCOME AND ESTATE TAX CONSEQUENCES TO NON-U.S. HOLDERS OF OUR COMMON STOCK
The following is a summary of the material U.S. federal income and estate tax consequences to a non-U.S. holder (as defined below) of the purchase, ownership and disposition of our common stock sold pursuant to this offering as of the date hereof. Except where noted, this summary deals only with common stock that is held as a capital asset.
A “non-U.S. holder” means a person (other than a partnership) that is not for U.S. federal income tax purposes any of the following:
 
 	•	 	an individual citizen or resident of the United States;	
 
 	•	 	a corporation (or any other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;	
 
 	•	 	an estate the income of which is subject to U.S. federal income taxation regardless of its source; or	
 
 	•	 	a trust if it (1) is subject to the primary supervision of a court within the United States and one or more United States persons have the authority to control all substantial decisions of the trust or (2) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a United States person.	
This summary is based upon provisions of the Internal Revenue Code of 1986, as amended (the “Code”), and U.S. Treasury regulations, administrative rulings and judicial decisions as of the date hereof, all of which are subject to change and to differing interpretations, possibly with retroactive effect. Any such change could affect the continuing validity of this discussion. This summary does not address all aspects of U.S. federal income and estate taxes that may be relevant to non-U.S. holders in light of their particular circumstances. In addition, it does not represent a detailed description of the U.S. federal income tax consequences applicable to you if you are subject to special treatment under the U.S. federal income tax laws (including if you are a U.S. expatriate, “controlled foreign corporation,” “passive foreign investment company,” a person who holds or receives our common stock pursuant to the exercise of an employee stock option or otherwise as compensation or a partnership or other pass-through entity for U.S. federal income tax purposes).
If a partnership holds our common stock, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. If you are a partner of a partnership holding our common stock, you should consult your tax advisors.
This summary is limited to U.S. federal income and estate tax aspects and does not address the tax consequences under non-U.S., state or local tax laws or any other non-income tax laws (such as gift tax laws). It also does not consider the impact of the alternative minimum tax or the Medicare contribution tax on net investment income.
THIS DISCUSSION IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT TAX ADVICE. ACCORDINGLY, IF YOU ARE CONSIDERING THE PURCHASE OF OUR COMMON STOCK, YOU SHOULD CONSULT YOUR OWN TAX ADVISORS CONCERNING THE PARTICULAR U.S. FEDERAL INCOME AND ESTATE TAX CONSEQUENCES TO YOU OF THE PURCHASE, OWNERSHIP OR DISPOSITION OF OUR COMMON STOCK, AS WELL AS ANY OTHER APPLICABLE FEDERAL, STATE, LOCAL, NON-U.S. AND NON-INCOME TAX CONSEQUENCES.
Dividends
As noted above in the section of this prospectus entitled “Dividend Policy,” we have no current plans to make distributions on our common stock. If this policy were to change, any distributions on our common stock
 
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will generally constitute dividends for U.S. federal income tax purposes to the extent paid out of our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions in excess of our current or accumulated earnings and profits will generally constitute a return of capital and will first be applied against and reduce a holder’s adjusted tax basis in the common stock, but not below zero. Distributions not treated as dividends and in excess of a holder’s adjusted basis will generally be treated as capital gain subject to the rules discussed under “—Gain on Disposition of Common Stock.”
Dividends paid to a non-U.S. holder of our common stock will generally be subject to withholding of U.S. federal income tax at a 30% rate or such lower rate as may be specified by an applicable income tax treaty. However, dividends that are effectively connected with the conduct of a trade or business by the non-U.S. holder within the United States (and, if required by an applicable income tax treaty, are attributable to a U.S. permanent establishment of the non-U.S. holder) are not subject to withholding, provided certain certification and disclosure requirements are satisfied. Instead, such dividends are generally subject to U.S. federal income tax on a net income basis in the same manner as if the non-U.S. holder were a United States person as defined under the Code. Any such effectively connected dividends received by a foreign corporation may be subject to an additional “branch profits tax” at a 30% rate or such lower rate as may be specified by an applicable income tax treaty.
A non-U.S. holder of our common stock who wishes to claim the benefit of an applicable income tax treaty and avoid backup withholding, as discussed below, for dividends will be required (a) to complete the applicable Internal Revenue Service (“IRS”) Form W-8BEN or form W-8BEN-E (as applicable) and certify under penalty of perjury that such holder is not a United States person as defined under the Code and is eligible for treaty benefits or (b) if our common stock is held through certain foreign intermediaries, to satisfy the relevant certification requirements of applicable U.S. Treasury regulations. Special certification and other requirements apply to certain non-U.S. holders that are pass-through entities rather than corporations or individuals.
A non-U.S. holder of our common stock eligible for a reduced rate of U.S. withholding tax pursuant to an income tax treaty may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS.
Gain on Disposition of Common Stock
Any gain realized on the sale, exchange, or other taxable disposition of our common stock generally will not be subject to U.S. federal income tax unless:
 
 	•	 	the gain is effectively connected with a trade or business of the non-U.S. holder in the United States (and, if required by an applicable income tax treaty, is attributable to a U.S. permanent establishment of the non-U.S. holder);	
 
 	•	 	the non-U.S. holder is an individual who is present in the United States for 183 days or more in the taxable year of that disposition, and certain other conditions are met; or	
 
 	•	 	we are or have been a “United States real property holding corporation” for U.S. federal income tax purposes at any time within the shorter of the five-year period preceding the disposition or the non-U.S. holder’s holding period for our common stock.	
A non-U.S. holder described in the first bullet point immediately above will generally be subject to tax on the net gain derived from the sale or other disposition under regular graduated U.S. federal income tax rates applicable to such holder as if it were a United States person as defined under the Code. In addition, if a non-U.S. holder described in the first bullet point immediately above is a corporation for U.S. federal income tax purposes, it may be subject to the branch profits tax equal to 30% of its effectively connected earnings and profits (subject to adjustments) or at such lower rate as may be specified by an applicable income tax treaty.
An individual non-U.S. holder described in the second bullet point immediately above will generally be subject to a flat 30% (or such lower rate as may be specified by an applicable income tax treaty) tax on the gain
 
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derived from the sale or other disposition, which may be offset by U.S. source capital losses, even though the individual is not considered a resident of the United States, provided such non-U.S. holder has timely filed U.S. federal income tax returns with respect to such losses.
We believe we are not and do not anticipate becoming a “United States real property holding corporation” for U.S. federal income tax purposes. In the event we do become a “United States real property holding corporation,” as long as our common stock is regularly traded on an established securities market, our common stock will be treated as “United States real property interests,” subjecting gain to U.S. federal income tax, only with respect to a non-U.S. holder that actually or constructively holds more than 5% of our common stock at some time during the applicable period.
Federal Estate Tax
Common stock held by an individual non-U.S. holder at the time of death will be included in such holder’s gross estate for U.S. federal estate tax purposes, unless an applicable estate tax treaty provides otherwise.
Information Reporting and Backup Withholding
Information reporting generally will apply to the amount of dividends paid to each non-U.S. holder and any tax withheld with respect to such dividends, regardless of whether withholding was required. Copies of the information returns reporting such dividends and withholding may also be made available to the tax authorities in the country in which the non-U.S. holder resides under the provisions of an applicable income tax treaty.
A non-U.S. holder will be subject to backup withholding for dividends paid to such holder unless such holder certifies under penalty of perjury that it is a non-U.S. holder (and the payor does not have actual knowledge or reason to know that such holder is a United States person as defined under the Code), or such holder otherwise establishes an exemption.
Information reporting and, depending on the circumstances, backup withholding will apply to the proceeds of a sale or other disposition of our common stock within the United States or conducted through certain U.S.-related financial intermediaries, unless the beneficial owner certifies under penalty of perjury that it is a non-U.S. holder (and the payor does not have actual knowledge or reason to know that the beneficial owner is a United States person as defined under the Code), or such owner otherwise establishes an exemption.
Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a non-U.S. holder’s U.S. federal income tax liability provided the required information is timely furnished to the IRS.
Additional Withholding Requirements
Under Sections 1471 through 1474 of the Code (such Sections commonly referred to as “FATCA”), a 30% U.S. federal withholding tax may apply to any dividends paid on our common stock, and, for a disposition of our common stock occurring after December 31, 2018, the gross proceeds from such disposition, in each case paid to (i) a “foreign financial institution” (as specifically defined in the Code) that does not provide sufficient documentation, typically on IRS Form W-8BEN-E, evidencing either (x) an exemption from FATCA or (y) its compliance (or deemed compliance) with FATCA (which may alternatively be in the form of compliance with an intergovernmental agreement with the United States) in a manner that avoids withholding, or (ii) a “non-financial foreign entity” (as specifically defined in the Code) that does not provide sufficient documentation, typically on IRS Form W-8BEN-E, evidencing either (x) an exemption from FATCA or (y) adequate information regarding certain substantial U.S. beneficial owners of such entity (if any). If a dividend payment is both subject to withholding under FATCA and subject to the withholding tax discussed above under “—Dividends,” the withholding under FATCA may be credited against, and therefore reduce, such other withholding tax. You should consult your own tax advisor regarding these requirements and whether they may be relevant to your ownership and disposition of our common stock.
 
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 UNDERWRITING (CONFLICTS OF INTEREST)
Underwriting
We, the selling stockholders, and the underwriters named below have entered into an underwriting agreement with respect to the shares being offered. Subject to certain conditions, each underwriter has severally agreed to purchase the number of shares indicated in the following table. Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, and J.P. Morgan Securities LLC are the representatives of the underwriters.

Underwriters	  	Number of
Shares	 	
Goldman Sachs & Co. LLC	  				
Morgan Stanley & Co. LLC	  				
J.P. Morgan Securities LLC	  				
Merrill Lynch, Pierce, Fenner & Smith
                      Incorporated	  				
Citigroup Global Markets Inc.	  				
Credit Suisse Securities (USA) LLC	  				
Deutsche Bank Securities Inc.	  				
Wells Fargo Securities, LLC	  				
KKR Capital Markets LLC	  				
BMO Capital Markets Corp.	  				
BTIG, LLC	  				
Guggenheim Securities, LLC	  				
ING Financial Markets LLC	  				
Rabo Securities USA, Inc.	  				
Natixis Securities Americas LLC	  				
	  	 	 	 	
Total	  	 	35,000,000	 	
The underwriters are committed to take and pay for all of the shares being offered, if any are taken, other than the shares covered by the option described below unless and until this option is exercised.
The underwriters have an option to buy up to an additional 5,250,000 shares from the selling stockholders that are affiliated with CD&R and KKR to cover sales by the underwriters of a greater number of shares than the total number set forth in the table above. They may exercise that option for 30 days. If any shares are purchased pursuant to this option, the underwriters will severally purchase shares in approximately the same proportion as set forth in the table above.
The following tables show the per share and total underwriting discounts and commissions to be paid to the underwriters by the selling stockholders. Such amounts are shown assuming both no exercise and full exercise of the underwriters’ option to purchase additional shares.
Paid by the selling stockholders

 	  	No Exercise	 	  	Full Exercise	 	
Per Share	  	$	                	 	  	$	                	 	
Total	  	$		 	  	$		 	
Shares sold by the underwriters to the public will be offered at the public offering price set forth on the cover of this prospectus. Any shares sold by the underwriters to securities dealers may be sold at a discount of up to $        per share from the public offering price. After the initial offering of the shares, the representatives may change the offering price and the other selling terms. The offering of the shares by the underwriters is subject to receipt and acceptance of and subject to the underwriters’ right to reject any order in whole or in part.
 
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We and the selling stockholders will agree with the underwriters, subject to certain exceptions, not to dispose of or hedge any of our or their common stock or securities convertible into or exchangeable for shares of common stock during the period from the date of this prospectus continuing through the date that is 60 days after the date of the prospectus, except with the prior written consent of any two of the representatives. Additionally, our executive officers and directors not selling shares in this offering will likewise agree with the underwriters, subject to certain exceptions, not to dispose of or hedge any of their common stock or securities convertible into or exchangeable for shares of common stock during the period from the date of this prospectus continuing through the date that is 45 days (instead of 60 days) after the date of the prospectus, except with the prior written consent of any two of the representatives. These agreements will not apply to any existing employee benefit plans.
Our common stock is listed on the NYSE under the symbol “USFD.”
In connection with the offering, the underwriters may purchase and sell shares of common stock in the open market. These transactions may include short sales, stabilizing transactions and purchases to cover positions created by short sales. Short sales involve the sale by the underwriters of a greater number of shares than they are required to purchase in the offering, and a short position represents the amount of such sales that have not been covered by subsequent purchases. A “covered short position” is a short position that is not greater than the amount of additional shares for which the underwriters’ option described above may be exercised. The underwriters may cover any covered short position by either exercising their option to purchase additional shares or purchasing shares in the open market. In determining the source of shares to cover the covered short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase additional shares pursuant to the option described above. “Naked” short sales are any short sales that create a short position greater than the amount of additional shares for which the option described above may be exercised. The underwriters must cover any such naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the common stock in the open market after pricing that could adversely affect investors who purchase in the offering. Stabilizing transactions consist of various bids for or purchases of common stock made by the underwriters in the open market prior to the completion of the offering.
The underwriters may also impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because the representatives have repurchased shares sold by or for the account of such underwriter in stabilizing or short covering transactions.
Purchases to cover a short position and stabilizing transactions, as well as other purchases by the underwriters for their own accounts, may have the effect of preventing or retarding a decline in the market price of our common stock, and together with the imposition of the penalty bid, may stabilize, maintain or otherwise affect the market price of the common stock. As a result, the price of the common stock may be higher than the price that otherwise might exist in the open market. The underwriters are not required to engage in these activities and may end any of these activities at any time. These transactions may be effected on the NYSE, in the over-the-counter market or otherwise.
We estimate that we will pay total expenses in connection with the offering, excluding underwriting discounts and commissions, for which the selling stockholders are responsible, of approximately $1.4 million.
We have agreed to indemnify the several underwriters against certain liabilities, including liabilities under the Securities Act. We have also agreed to reimburse the underwriters for certain expenses in connection with this offering in the amount of up to $20,000.
Conflicts of Interest and Relationships
The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment
 
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management, investment research, principal investment, hedging, market making, brokerage and other financial and non-financial activities and services. Certain of the underwriters and their respective affiliates have provided, and may in the future provide, a variety of these services to us and to persons and entities with relationships with us, for which they received or will receive customary fees and expenses.
In the ordinary course of their various business activities, the underwriters and their respective affiliates, officers, directors and employees may purchase, sell or hold a broad array of investments and actively trade securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments for their own account and for the accounts of their customers, and such investment and trading activities may involve or relate to our assets, securities and/or instruments (directly, as collateral securing other obligations or otherwise) and/or persons and entities with relationships with us. The underwriters and their respective affiliates may also communicate independent investment recommendations, market color or trading ideas and/or publish or express independent research views in respect of such assets, securities or instruments and may at any time acquire, hold or dispose, or recommend to clients that they should acquire, hold or dispose, long and/or short positions in such assets, securities and instruments.
Affiliates of KKR beneficially own in excess of 10% of our issued and outstanding common stock. In addition, certain affiliates of KKR are selling stockholders in this offering. Because KKR Capital Markets LLC, an affiliate of KKR, is an underwriter, this offering is being made in compliance with the requirements of FINRA Rule 5121. In accordance with that rule, no “qualified independent underwriter” is required, because a bona fide public market exists in the shares, as that term is defined in Rule 5121. KKR Capital Markets LLC will not confirm sales of the securities to any account over which it exercises discretionary authority without the specific written approval of the account holder.
 
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 NOTICE TO INVESTORS
Sales of shares made outside of the United States may be made by affiliates of the underwriters.
Other than in the United States, no action has been taken by us, the selling stockholders, or the underwriters that would permit a public offering of the shares offered by this prospectus in any jurisdiction where action for that purpose is required. The shares offered by this prospectus may not be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer and sale of any such shares be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any shares offered by this prospectus in any jurisdiction in which such an offer or a solicitation is unlawful.
A prospectus in electronic format may be made available on the web sites maintained by one or more underwriters, or selling group members, if any, participating in the offering. The underwriters may agree to allocate a number of shares to underwriters and selling group members for sale to their online brokerage account holders. Internet distributions will be allocated by the representatives to underwriters and selling group members that may make Internet distributions on the same basis as other allocations.
European Economic Area
This document and any related free writing prospectus is not a prospectus for the purposes of the Prospectus Directive (as defined below). In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State, no offer of shares which are the subject of the offering contemplated by this document and any related free writing prospectus to the public may be made in that Relevant Member State other than:
 
 	(a)	to any legal entity which is a qualified investor as defined in the Prospectus Directive;	
 
 	(b)	to fewer than 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of the representatives for any such offer; or	
 
 	(c)	in any other circumstances falling within Article 3(2) of the Prospectus Directive,	
provided that no such offer of shares shall result in a requirement for the publication of a prospectus pursuant to Article 3 of the Prospectus Directive or any measure implementing the Prospectus Directive in a Relevant Member State and each person who initially acquires any shares or to whom an offer is made will be deemed to have represented, warranted and agreed to and with the underwriters that it is a qualified investor within the meaning of the law in that Relevant Member State implementing Article 2(1)(e) of the Prospectus Directive.
For the purposes of this provision, the expression an “offer of shares to the public” in relation to any shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the shares to be offered so as to enable an investor to decide to purchase or subscribe the shares, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State and the expression “Prospectus Directive” means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU) and includes any relevant implementing measure in each Relevant Member State.
In the case of any shares being offered to a financial intermediary as that term is used in Article 3(2) of the Prospectus Directive, such financial intermediary will also be deemed to have represented, acknowledged and agreed that the shares acquired by it in the offer have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances which may give rise
 
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to an offer of shares to the public other than their offer or resale in a Relevant Member State to qualified investors as so defined or in circumstances in which the prior consent of the underwriters has been obtained to each such proposed offer or resale.
United Kingdom
The communication of this document, any related free writing prospectus and any other document or materials relating to the sale of the shares offered hereby is not being made, and such documents and/or materials have not been approved, by an authorized person for the purposes of section 21 of the United Kingdom’s Financial Services and Markets Act 2000, as amended (the “FSMA”). Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom who have professional experience in matters relating to investments and who fall within the definition of “investment professionals” (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”)), or within Article 49(2)(a) to (d) of the Financial Promotion Order, or to any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order (all such persons together being referred to as “relevant persons”). In the United Kingdom, the shares offered hereby are only available to, and any investment or investment activity to which this document and any related free writing prospectus relates will be engaged in only with, relevant persons. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or any related free writing prospectus or any of their contents.
Any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) in connection with the issue or sale of the shares may only be communicated or caused to be communicated in circumstances in which Section 21(1) of the FSMA does not apply to the Company.
All applicable provisions of the FSMA must be complied with in respect to anything done by any person in relation to the shares in, from or otherwise involving the United Kingdom.
Hong Kong
The shares may not be offered or sold in Hong Kong by means of any document other than (i) to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) (the “SFO”) and any rules made thereunder or (ii) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32 of the Laws of Hong Kong) and which do not constitute an offer to the public within the meaning of that Ordinance; and no advertisement, invitation or document relating to the shares may be issued or may be in the possession of any person for the purposes of issue (in each case whether in Hong Kong or elsewhere) which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong or otherwise is or contains an invitation to the public (except if permitted to do so under the laws of Hong Kong) other than with respect to shares which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the SFO and any rules made thereunder.
Singapore
This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of shares may not be circulated or distributed, nor may the shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor (as defined in Section 4A of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”)) under Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275 of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.
 
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Where the shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is:
 
 	(a)	a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or	
 
 	(b)	a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor,	
securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the shares pursuant to an offer made under Section 275 of the SFA except:
 
 	(a)	to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any person arising from an offer referred to in Section 275(1A) of the SFA (in the case of a corporation) or Section 276(4)(i)(B) of the SFA (in the case of a trust);	
 
 	(b)	where no consideration is or will be given for the transfer;	
 
 	(c)	where the transfer is by operation of law;	
 
 	(d)	as specified in Section 276(7) of the SFA; or	
 
 	(e)	as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore.	
Japan
The shares have not been and will not be registered pursuant to Article 4, Paragraph 1 of the Financial Instruments and Exchange Act. Accordingly, none of the shares nor any interest therein may be offered or sold, directly or indirectly, in Japan or to, or for the benefit of, any “resident” of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to or for the benefit of a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Act and any other applicable laws, regulations and ministerial guidelines of Japan in effect at the relevant time.
Canada
The shares may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the shares must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.
Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor.
Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.
 
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 LEGAL MATTERS
The validity of the shares of common stock will be passed upon for us by Sidley Austin LLP, Chicago, Illinois. Certain legal matters in connection with the offering will be passed upon for the underwriters by Simpson Thacher & Bartlett LLP, New York, New York. Certain partners of Simpson Thacher & Bartlett LLP, members of their respective families, related persons, and others have an indirect interest, through limited partnerships that are investors in funds affiliated with KKR, in less than 1% of our common stock. Certain legal matters in connection with the offering will be passed upon for the selling stockholders by Debevoise & Plimpton LLP, New York, New York.
 EXPERTS
The consolidated financial statements of the Company, incorporated by reference in this prospectus from the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, which is incorporated herein by reference. Such consolidated financial statements have been so incorporated by reference in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.
 INCORPORATION BY REFERENCE
The SEC allows us to incorporate by reference into this prospectus the information we file with the SEC. This means that we are disclosing important information to you by referring to other documents. The information incorporated by reference is considered to be part of this prospectus, except for any information superseded by information contained directly in this prospectus. We incorporate by reference the documents listed below (other than any portions thereof, which under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and applicable SEC rules, are not deemed “filed” under the Exchange Act):
 
 	•	 	our Annual Report on Form 10-K for the fiscal year ended December 31, 2016 (including those portions of our Definitive Proxy Statement on Schedule 14A filed with the SEC on March 24, 2017 that are incorporated by reference into Part III of such Annual Report on Form 10-K);	
 
 	•	 	our Quarterly Report on Form 10-Q for the fiscal quarter ended April 1, 2017;	
 
 	•	 	our Current Reports on Form 8-K filed on January 12, 2017 (as amended by a Form 8-K/A filed on February 1, 2017) (other than with respect to Item 7.01), January 18, 2017 (other than with respect to Item 7.01), January 31, 2017, February 13, 2017 and February 17, 2017; and	
 
 	•	 	the description of our common stock contained in the Registration Statement on Form 8-A filed on May 23, 2016, including any amendments or reports filed for the purposes of updating such description.	
If we have incorporated by reference any statement or information in this prospectus and we subsequently modify that statement or information with information contained in this prospectus, the statement or information previously incorporated in this prospectus is also modified or superseded in the same manner.
We will provide without charge to each person, including any beneficial owner, to whom a copy of this prospectus is delivered, upon written or oral request of such person, a copy of any or all of the documents referred to above which have been incorporated by reference in this prospectus. You should direct requests for those documents to US Foods Holding Corp., 9399 W. Higgins Road, Suite 500, Rosemont, IL 60018 (telephone: (847) 720-8000).
Exhibits to any documents incorporated by reference in this prospectus will not be sent, however, unless those exhibits have been specifically referenced in this prospectus.
 
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 WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a Registration Statement on Form S-1 under the Securities Act with respect to the common stock offered by this prospectus. This prospectus is a part of the registration statement and does not contain all of the information set forth in the registration statement and its exhibits and schedules, portions of which have been omitted as permitted by the rules and regulations of the SEC. For further information about us and our common stock, you should refer to the registration statement and its exhibits and schedules.
We file annual, quarterly and special reports and other information with the SEC. Our filings with the SEC, including the filings that are incorporated by reference to this prospectus, are available to the public on the SEC’s website at www.sec.gov. Those filings are also available to the public on, or accessible through, our website for free via the “Investors” section at https://ir.usfoods.com/investors by selecting “SEC Filings” under “Financial Information.” The information we file with the SEC or contained on or accessible through our corporate website or any other website that we may maintain is not incorporated by reference herein and is not part of this prospectus.
 
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35,000,000 Shares
US FOODS HOLDING CORP.

Common Stock

PROSPECTUS

 
					
Goldman Sachs & Co. LLC	 	Morgan Stanley	 	J.P. Morgan	
BofA Merrill Lynch	 	Citigroup	 	Credit Suisse	
Deutsche Bank Securities	 	Wells Fargo Securities	 	KKR	
											
BMO Capital Markets	 	BTIG	 	Guggenheim Securities	 	ING	 	Rabo Securities	 	Natixis	

                , 2017

 

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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13.    OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the expenses payable by the Registrant expected to be incurred in connection with the issuance and distribution of common stock being registered hereby (other than underwriting discounts and commissions). All of such expenses are estimates, except for the Securities and Exchange Commission (the “SEC”) registration fee and the Financial Industry Regulatory Authority Inc. (“FINRA”) filing fee.

SEC registration fee	  	$	132,252	 	
FINRA filing fee	  	$	171,663	 	
Printing fees and expenses	  	$	200,000	 	
Legal fees and expenses	  	$	350,000	 	
Blue sky fees and expenses	  	$	5,000	 	
Accounting fees and expenses	  	$	500,000	 	
Miscellaneous expenses	  	$	15,000	 	
	  	 	 	 	
Total	  	$	1,373,915	 	
	  	 	 	 	
ITEM 14.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 102(b)(7) of the Delaware General Corporation Law (the “DGCL”) allows a corporation to provide in its certificate of incorporation that a director of the corporation will not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except where the director breached the duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation of Delaware corporate law or obtained an improper personal benefit. Our amended and restated certificate of incorporation provides for this limitation of liability.
Section 145 of the DGCL (“Section 145”), provides, among other things, that a Delaware corporation may indemnify any person who was, is or is threatened to be made, party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was an officer, director, employee or agent of such corporation or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the corporation’s best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful. A Delaware corporation may indemnify any persons who were or are a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, provided such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the corporation’s best interests, provided further that no indemnification is permitted without judicial approval if the officer, director, employee or agent is adjudged to be liable to the corporation. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him or her against the expenses (including attorneys’ fees) which such officer or director has actually and reasonably incurred. Section 145 further
 
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authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the corporation would otherwise have the power to indemnify such person under Section 145.
Our amended and restated bylaws provide that we must indemnify and advance expenses to our directors and officers to the fullest extent authorized by the DGCL.
The indemnification rights set forth above shall not be exclusive of any other right which an indemnified person may have or hereafter acquire under any statute, any provision of our amended and restated certificate of incorporation, our amended and restated bylaws, agreement, vote of stockholders or disinterested directors or otherwise. Notwithstanding the foregoing, we shall not be obligated to indemnify a director or officer in respect of a proceeding (or part thereof) instituted by such director or officer, unless such proceeding (or part thereof) has been authorized by the Board of Directors pursuant to the applicable procedure outlined in the amended and restated bylaws.
Section 174 of the DGCL provides, among other things, that a director, who willfully or negligently approves of an unlawful payment of dividends or an unlawful stock purchase or redemption, may be held jointly and severally liable for such actions at any time within six years after paying such unlawful dividend or after such unlawful stock purchase or redemption. A director who was either absent when the unlawful actions were approved or dissented at the time may avoid liability by causing his or her dissent to such actions to be entered in the books containing the minutes of the meetings of the Board of Directors at the time such action occurred or immediately after such absent director receives notice of the unlawful acts.
We maintain standard policies of insurance that provide coverage (1) to our directors and officers against loss rising from claims made by reason of breach of duty or other wrongful act and (2) to us with respect to indemnification payments that we may make to such directors and officers.
The underwriting agreement provides for indemnification by the underwriters of us and our officers and directors, and by us of the underwriters, for certain liabilities arising under the Securities Act or otherwise in connection with this offering.
ITEM 15.    RECENT SALES OF UNREGISTERED SECURITIES.
The following sets forth information regarding all unregistered securities sold by the Registrant since December 28, 2013. All of these shares were issued without registration in reliance on the exemptions afforded by Section 4(a)(2) of the Securities Act and/or Rule 701 promulgated thereunder.
Shares Granted
During the fiscal year ended December 31, 2016, we granted an aggregate of 108,568 shares of our common stock to employees pursuant to our 2007 Stock Incentive Plan.
Shares Sold
During the fiscal year ended December 31, 2016, we sold to certain employees an aggregate of 195,474 shares of our common stock under our 2007 Stock Incentive Plan.
During the fiscal year ended January 2, 2016, we sold to certain employees an aggregate of 30,864 shares of our common stock under our 2007 Stock Incentive Plan.

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Options Awarded *
During the fiscal year ended January 2, 2016, we awarded 111,111 stock options to certain employees pursuant to our 2007 Stock Incentive Plan at an exercise price of $16.20 and 1,661,914 stock options to certain employees pursuant to our 2007 Stock Incentive Plan at an exercise price of $18.23.
Restricted Stock Units (“RSUs”) Awarded
During the fiscal year ended December 31, 2016, we awarded 270,352 RSUs to be settled in shares of our common stock under our 2007 Stock Incentive Plan.
During the fiscal year ended January 2, 2016, we awarded certain employees an aggregate of 723,816 RSUs to be settled in shares of our common stock under our 2007 Stock Incentive Plan.
During the fiscal year ended December 27, 2014, we awarded certain employees an aggregate of 61,728 RSUs to be settled in shares of our common stock under our 2007 Stock Incentive Plan.
ITEM 16.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
 
(a)	Exhibits . See the Exhibit Index immediately following the signature page hereto, which is incorporated by reference as if fully set forth herein.	
 
(b)	Financial Statement Schedules . All schedules are omitted because the required information is either not present, not present in material amounts or presented within the audited and unaudited consolidated financial statements incorporated herein by reference.	
ITEM 17.    UNDERTAKINGS
(1) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
(2) The undersigned registrant hereby undertakes that:
 
 	(A)	For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.	
 
 	(B)	For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.	

*  	On January 8, 2016, the Board of Directors reduced the exercise prices of each of the stock options by $3.65 to adjust for the January special cash distribution to shareholders.	
 
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rosemont, State of Illinois, on the 10 th day of May, 2017.

US FOODS HOLDING CORP.	
		
By:	 	/s/ Dirk J. Locascio	
	 	Name: Dirk J. Locascio	
	 	Title: Chief Financial Officer	
Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities indicated on the 10 th day of May, 2017.

Signature	  	Title	
		
*
Pietro Satriano	  	President, Chief Executive Officer and Director
(Principal Executive Officer)	
		
*
Dirk J. Locascio	  	Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)	
		
*
John C. Compton	  	Chairman of the Board of Directors	
		
*
Court D. Carruthers	  	Director	
		
*
Robert Dutkowsky	  	Director	
		
*
Kenneth A. Giuriceo	  	Director	
		
*
John A. Lederer	  	Director	
		
*
Vishal Patel	  	Director	
		
*
Carl Andrew Pforzheimer	  	Director	

*
Richard J. Schnall	  	Director	
 
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Signature	  	Title	
		
*
Nathaniel H. Taylor	  	Director	
		
*
David M. Tehle	  	Director	

		
*B Y :	 	/s/ Kristin M. Coleman	
	 	Kristin M. Coleman
Attorney-in-Fact	
 
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EXHIBIT INDEX

Exhibit
No.	  	Description	
  1.1*	  	Form of Underwriting Agreement.	
		
  3.1	  	Amended and Restated Certificate of Incorporation of the Company, incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-37786) filed with the SEC on June 1, 2016.	
		
  3.2	  	Amended and Restated Bylaws of the Company, incorporated herein by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K (File No. 001-37786) filed with the SEC on June 1, 2016.	
		
  4.1	  	Indenture, dated as of June 27, 2016, by and among US Foods, Inc., the Subsidiary Guarantors from time to time parties thereto and Wilmington Trust, National Association, incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 001-37786) filed with the SEC on June 28, 2016.	
		
  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 Company’s Current Report on Form 8-K (File No. 001-37786) 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 Company’s Current Report on Form 8-K (File No. 001-37786) filed with the SEC on June 28, 2016 (included in Exhibit 4.1 thereto).	
		
  5.1*	  	Opinion of Sidley Austin LLP.	
		
10.1	  	Amended and Restated Stockholders Agreement, incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-37786) filed with the SEC on June 1, 2016.	
		
10.2§	  	Form of Management Stockholder’s Agreement, by and between USF Holding Corp. (now known as the Company) and the management stockholder party thereto, incorporated herein by reference to Exhibit 10.2 to Amendment No. 5 to the Company’s Registration Statement on Form S-1 (File No. 333-209442) filed with the SEC on May 20, 2016.	
		
10.3§	  	Form of Amendment No. 1 to the Management Stockholder’s Agreement, by and between US Foods Holding Corp. and the management stockholder party thereto, incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K (File No. 001-37786) filed with the SEC on June 1, 2016.	
		
10.4	  	Form of Director Indemnification Agreement, by and among the Company, US Foods, Inc. and the indemnitee party thereto, incorporated herein by reference to Exhibit 10.4 to Amendment No. 5 to the Company’s Registration Statement on Form S-1 (File No. 333-209442) filed with the SEC on May 20, 2016.	
		
10.5	  	Amended and Restated Registration Rights Agreement, dated as of June 1, 2016, by and among the Company and the stockholders party thereto, incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-37786) filed with the SEC on June 1, 2016.	
		
10.6§	  	Letter Agreement, dated as of November 23, 2009, by Kohlberg Kravis Roberts & Co. L.P. and agreed to and accepted by USF Holding Corp. (now known as the Company) and U.S. Foodservice, Inc. (now known as US Foods, Inc.), incorporated herein by reference to Exhibit 10.2 to the Registration Statement on Form S-4 (File No. 333-185732) of US Foods, Inc. filed with the SEC on December 28, 2012.	
 
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Exhibit
No.	  	Description	
10.7§	  	Letter Agreement, dated as of November 23, 2009, by Clayton, Dubilier & Rice, LLC and agreed to and accepted by USF Holding Corp. (now known as the Company) and U.S. Foodservice, Inc. (now known as US Foods, Inc.), incorporated herein by reference to Exhibit 10.3 to the Registration Statement on Form S-4 (File No. 333-185732) of US Foods, Inc. filed with the SEC on December 28, 2012.	
		
10.8	  	Amended and Restated Indemnification Agreement, dated as of November 23, 2009, by and among USF Holding Corp. (now known as the Company), U.S. Foodservice, Inc. (now known as US Foods, Inc.), KKR 2006 Fund, L.P., KKR PEI Investments, L.P., KKR Partners III L.P., OPERF Co-Investment LLC and Kohlberg Kravis Roberts & Co. L.P., incorporated herein by reference to Exhibit 10.4 to the Registration Statement on Form S-4 (File No. 333-185732) of US Foods, Inc. filed with the SEC on December 28, 2012.	
		
10.9	  	Amended and Restated Indemnification Agreement, dated as of November 23, 2009, by and among USF Holding Corp. (now known as the Company), U.S. Foodservice, Inc. (now known as US Foods, Inc.), Clayton, Dubilier & Rice Fund VII, L.P., Clayton, Dubilier & Rice Fund VII (Co-Investment), L.P., CD&R Parallel Fund VII, L.P., CDR USF Co-Investor No. 2, L.P., Clayton, Dubilier & Rice, Inc., Clayton, Dubilier & Rice, LLC and Clayton, Dubilier & Rice Holdings, L.P., incorporated herein by reference to Exhibit 10.5 to the Registration Statement on Form S-4 (File No. 333-185732) of US Foods, Inc. filed with the SEC on December 28, 2012.	
		
10.10	  	Indemnification Priority and Information Sharing Agreement, dated as of April 15, 2010, by and among the funds managed by Clayton, Dubilier & Rice, LLC party thereto, Clayton, Dubilier & Rice Holdings, L.P., Clayton, Dubilier & Rice, Inc., CDR Manager and U.S. Foodservice, Inc. (now known as US Foods, Inc.), incorporated herein by reference to Exhibit 10.6 to the Registration Statement on Form S-4 (File No. 333-185732) of US Foods, Inc. filed with the SEC on December 28, 2012.	
		
10.11	  	Indemnification Priority and Information Sharing Agreement, dated as of April 15, 2010, by and among the funds managed by Kohlberg Kravis Roberts & Co. L.P. party thereto and U.S. Foodservice, Inc. (now known as US Foods, Inc.), incorporated herein by reference to Exhibit 10.7 to the Registration Statement on Form S-4 (File No. 333-185732) of US Foods, Inc. filed with the SEC on December 28, 2012.	
		
10.12§	  	Form of Management Stockholder’s Agreement, by and between USF Holding Corp. (now known as the Company) and the management stockholder party thereto, incorporated herein by reference to Exhibit 10.8 to the Registration Statement on Form S-4 (File No. 333-185732) of US Foods, Inc. filed with the SEC on December 28, 2012.	
		
10.13	  	Form of Sale Participation Agreement, by USF Holding Corp. (now known as the Company), U.S. Foodservice, Inc. (now known as US Foods, Inc.), KKR 2006 Fund, L.P., KKR PEI Investments, L.P., KKR Partners III, L.P., OPERF Co-Investment LLC, Clayton, Dubilier & Rice Fund VII, L.P., Clayton, Dubilier & Rice Fund VII (Co-Investment), L.P., CD&R Parallel Fund VII, L.P., CDR USF Co-Investor L.P., CDR USF Co-Investor No. 2, L.P. and accepted and agreed to by the person named therein, incorporated herein by reference to Exhibit 10.9 to the Registration Statement on Form S-4 (File No. 333-185732) of US Foods, Inc. filed with the SEC on December 28, 2012.	
		
10.14§	  	Form of Subscription Agreement, by and between USF Holding Corp. (now known as the Company) and the management stockholder party thereto, incorporated herein by reference to Exhibit 10.10 to the Registration Statement on Form S-4 (File No. 333-185732) of US Foods, Inc. filed with the SEC on December 28, 2012.	
		
10.15§	  	U.S. Foodservice, Inc. (now known as US Foods, Inc.) Annual Incentive Plan, incorporated herein by reference to Exhibit 10.11 to Amendment No. 2 to the Registration Statement on Form S-4 (File No. 333-185732) of US Foods, Inc. filed with the SEC on March 15, 2013.	
 
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Exhibit
No.	  	Description	
10.16§	  	2007 Stock Incentive Plan for Key Employees of USF Holding Corp. (now known as the Company) and its Affiliates, incorporated herein by reference to Exhibit 10.12 to the Registration Statement on Form S-4 (File No. 333-185732) of US Foods, Inc. filed with the SEC on December 28, 2012.	
		
10.17§	  	Form of Stock Option Agreement, by and between USF Holding Corp. (now known as the Company) and the individual party thereto, incorporated herein by reference to Exhibit 10.13 to Amendment No. 2 to the Registration Statement on Form S-4 (File No. 333-185732) of US Foods, Inc. filed with the SEC on March 15, 2013.	
		
10.18§	  	Form of Restricted Stock Unit Agreement, by and between USF Holding Corp. (now known as the Company) and the individual party thereto, incorporated herein by reference to Exhibit 10.14 to Amendment No. 2 to the Registration Statement on Form S-4 (File No. 333-185732) of US Foods, Inc. filed with the SEC on March 15, 2013.	
		
10.19§	  	Form of Restricted Stock Award Agreement, by and between USF Holding Corp. (now known as the Company) and the employee of the Company or of a subsidiary of the Company party thereto, incorporated herein by reference to Exhibit 10.15 to Amendment No. 2 to the Registration Statement on Form S-4 (File No. 333-185732) of US Foods, Inc. filed with the SEC on March 15, 2013.	
		
10.20§	  	US Foods, Inc. Annual Incentive Plan restated effective as of January 1, 2013, incorporated herein by reference to Exhibit 10.16 to Amendment No. 2 to the Registration Statement on Form S-4 (File No. 333-185732) of US Foods, Inc. filed with the SEC on March 15, 2013.	
		
10.21§	  	Severance Agreement, effective as of September 12, 2010, by and between U.S. Foodservice, Inc. (now known as US Foods, Inc.) and John A. Lederer, incorporated herein by reference to Exhibit 10.17 to the Registration Statement on Form S-4 (File No. 333-185732) of US Foods, Inc. filed with the SEC on December 28, 2012.	
		
10.22§	  	Severance Agreement, effective as of August 10, 2009, by and between U.S. Foodservice, Inc. (now known as US Foods, Inc.) and Stuart Schuette, incorporated herein by reference to Exhibit 10.19 to the Registration Statement on Form S-4 (File No. 333-185732) of US Foods, Inc. filed with the SEC on December 28, 2012.	
		
10.23.1§	  	Severance Agreement, effective as of April 1, 2011, by and between U.S. Foodservice, Inc. (now known as US Foods, Inc.) and Pietro Satriano, incorporated herein by reference to Exhibit 10.20 to the Registration Statement on Form S-4 (File No. 333-185732) of US Foods, Inc. filed with the SEC on December 28, 2012.	
		
10.23.2§	  	Second Amendment to Severance Agreement, effective as of July 16, 2015 by and between US Foods, Inc. and Pietro Satriano, incorporated herein by reference to Exhibit 10.57 to the Quarterly Report on Form 10-Q (File No. 333-185732) of US Foods, Inc. filed with the SEC on August 11, 2015.	
		
10.24	  	Amendment No. 5 to the Amended and Restated ABL Credit Agreement, dated as of October 20, 2015, by and among US Foods, Inc. as the Parent Borrower, the Lenders party thereto, CitiBank, N.A. as successor Administrative Agent and an Issuing Lender, Citicorp North America, Inc., as resigning Administrative Agent and Collateral Agent, and each Subsidiary of the Parent Borrower party to the ABL Credit Agreement, incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 333-185732) of US Foods, Inc. filed with the SEC on October 26, 2015.	
 
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Exhibit
No.	  	Description	
10.25.1	  	ABL Guarantee and Collateral Agreement, dated as of July 3, 2007, made by Restore Acquisition Corp., to be merged with and into U.S. Foodservice, Inc. (now known as US Foods, Inc.), as the Parent Borrower and the several Subsidiary Borrowers signatory thereto, in favor of Citicorp North America, Inc., as Administrative Agent and as ABL Collateral Agent, incorporated herein by reference to Exhibit 10.27 to the Registration Statement on Form S-4 (File No. 333-185732) of US Foods, Inc. filed with the SEC on December 28, 2012.	
		
10.25.2	  	Credit Agreement, dated as of May 11, 2011, by and among U.S. Foodservice, Inc. (now known as US Foods, Inc.), as the Borrower, the several Lenders from time to time party thereto and Citicorp North America, Inc., as Administrative Agent and Collateral Agent, incorporated herein by reference to Exhibit 10.28 to the Registration Statement on Form S-4 (File No. 333-185732) of US Foods, Inc. filed with the SEC on December 28, 2012.	
		
10.25.3	  	First Amendment, dated as of June 7, 2013, to the Credit Agreement, by and among US Foods, Inc., as the Borrower, the other Loan Parties thereto, Citicorp North America, Inc., as administrative agent and collateral agent and the Lenders and other financial institutions party thereto, incorporated by reference to Exhibit 10.28.2 to Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-189142) of US Foods, Inc. filed with the SEC on July 12, 2013.	
		
10.25.4	  	Second Amendment, dated as of June 27, 2016, to the Credit Agreement, by and among US Foods, Inc., as the Borrower, the other Loan Parties party thereto, Citicorp North America, Inc. as administrative agent and collateral agent and the Lenders and other financial institutions party thereto, incorporated by reference to Exhibit 4.4 of the Company’s Current Report on Form 8-K (File No. 001-37786) filed with the SEC on June 28, 2016.	
		
10.25.5	  	Third Amendment, dated as of February 17, 2017, to the Credit Agreement by and among US Foods, Inc., as the Borrower, the other Loan Parties party thereto, Citicorp North America, Inc. as administrative agent and collateral agent and the Lenders and other financial institutions party thereto, incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K (File No. 001-37786) filed with the SEC on February 17, 2017.	
		
10.26	  	Guarantee and Collateral Agreement, dated as of May 11, 2011, made by U.S. Foodservice, Inc. (now known as U.S. Foods, Inc.), as Borrower and certain of its Subsidiaries in favor of Citicorp North America, Inc., as Administrative Agent and as Collateral Agent, incorporated herein by reference to Exhibit 10.29 to the Registration Statement on Form S-4 (File No. 333-185732) of US Foods, Inc. filed with the SEC on December 28, 2012.	
		
10.27§	  	2007 Stock Incentive Plan for Key Employees of USF Holding Corp. (now known as the Company) and its Affiliates, as amended, incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 333-185732) of US Foods, Inc. filed with the SEC on May 31, 2013.	
		
10.28§	  	Form of Management Stockholder’s Agreement, by and between USF Holding Corp. (now known as the Company) and the management stockholder party thereto, incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K (File No. 333-185732) of US Foods, Inc. filed with the SEC on May 31, 2013.	
		
10.29§	  	Form of Sale Participation Agreement, by USF Holding Corp. (known known as the Company), US Foods, Inc., KKR 2006 Fund, L.P., KKR PEI Investments, L.P., KKR Partners III, L.P., OPERF Co-Investment LLC, Clayton, Dubilier & Rice Fund VII, L.P., Clayton, Dubilier & Rice Fund VII (Co-Investment), L.P., CD&R Parallel Fund VII, L.P., CDR USF Co-Investor L.P. and CDR USF Co-Investor No. 2, L.P. and accepted and agreed to by the Person named therein, incorporated herein by reference to Exhibit 10.3 to the Current Report on Form 8-K (File No. 333-185732) of US Foods, Inc. filed with the SEC on May 31, 2013.	
 
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Table of Contents

Exhibit
No.	  	Description	
10.30§	  	Form of Stock Option Agreement, by and between USF Holding Corp. (now known as the Company) and the individual party thereto, incorporated herein by reference to Exhibit 10.4 to the Current Report on Form 8-K (File No. 333-185732) of US Foods, Inc. filed with the SEC on May 31, 2013.	
10.31§	  	Form of Restricted Stock Unit Agreement, by and between USF Holding Corp. (now known as the Company) and the individual party thereto, incorporated herein by reference to Exhibit 10.5 to the Current Report on Form 8-K (File No. 333-185732) of US Foods, Inc. filed with the SEC on May 31, 2013.	
		
10.32§	  	Form of Restricted Stock Award Agreement, by and between USF Holding Corp. (now known as the Company) and the individual party thereto, incorporated herein by reference to Exhibit 10.6 to the Current Report on Form 8-K (File No. 333-185732) of US Foods, Inc. filed with the SEC on May 31, 2013.	
		
10.33§	  	Offer Letter, dated as of August 15, 2013, by US Foods, Inc. and accepted by Fareed A. Khan, incorporated herein by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q (File No. 333-185732) of US Foods, Inc. filed with the SEC on November 7, 2013.	
		
10.34§	  	Restricted Stock Unit Agreement, effective as of October 1, 2013, by and between USF Holding Corp. (now known as the Company) and John A. Lederer, incorporated herein by reference to Exhibit 10.37 to the Annual Report on Form 10-K (File No. 333-185732) of US Foods, Inc. filed with the SEC on March 20, 2014.	
		
10.35§	  	Severance Agreement, effective as of September 26, 2013, by and between US Foods, Inc. and Fareed A. Khan, incorporated herein by reference to Exhibit 10.38 to the Annual Report on Form 10-K (File No. 333-185732) of US Foods, Inc. filed with the SEC on March 20, 2014.	
		
10.36§	  	Severance Agreement, effective as of March 22, 2013, by and between US Foods, Inc. and Mark Scharbo, incorporated herein by reference to Exhibit 10.39 to the Annual Report on Form 10-K (File No. 333-185732) of US Foods, Inc. filed with the SEC on March 20, 2014.	
		
10.37§	  	Form of Amendment to Severance Agreement, effective as of December 20, 2013, by and between US Foods, Inc. and each of Fareed A. Khan, Pietro Satriano, John A. Lederer, Keith D. Rohland, Stuart S. Schuette and Mark Scharbo, incorporated herein by reference to Exhibit 10.40 to the Annual Report on Form 10-K (File No. 333-185732) of US Foods, Inc. filed with the SEC on March 20, 2014.	
		
10.38§	  	Retention Award Agreement, dated as of February 24, 2014, by US Foods, Inc. and agreed and acknowledged by Fareed Khan as of March 3, 2014, incorporated herein by reference to Exhibit 10.43 to the Quarterly Report on Form 10-Q (File No. 333-185732) of US Foods, Inc. filed with the SEC on May 12, 2014.	
		
10.39§	  	Retention Award Agreement, dated as of February 24, 2014, by US Foods, Inc. and agreed and acknowledged by Pietro Satriano as of February 25, 2014, incorporated herein by reference to Exhibit 10.47 to the Quarterly Report on Form 10-Q (File No. 333-185732) of US Foods, Inc. filed with the SEC on May 12, 2014.	
		
10.40§	  	Retention Award Agreement, dated as of February 24, 2014, by US Foods, Inc. and agreed and acknowledged by Mark W. Scharbo as of March 5, 2014, incorporated herein by reference to Exhibit 10.49 to the Quarterly Report on Form 10-Q (File No. 333-185732) of US Foods, Inc. filed with the SEC on May 12, 2014.	
		
10.41§	  	Restricted Stock Unit Agreement, effective as of December 10, 2014, by and between USF Holding Corp. (now known as the Company) and John A. Lederer, incorporated herein by reference to Exhibit 10.51 to the Annual Report on Form 10-K (File No. 333-185732) of US Foods, Inc. filed with the SEC on March 20, 2015.	
 
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Table of Contents

Exhibit
No.	  	Description	
10.42§	  	Form of 2015 Retention Award Agreement, dated as of March 19, 2015, by and between US Foods, Inc. and each of Fareed Khan, Pietro Satriano, Stuart S. Schuette and Keith Rohland, incorporated herein by reference to Exhibit 10.52 to the Quarterly Report on Form 10-Q (File No. 333-185732) of US Foods, Inc. filed with the SEC on May 11, 2015.	
		
10.43§	  	Offer Letter, dated as of July 13, 2015, by US Foods, Inc. and accepted by Pietro Satriano, incorporated herein by reference to Exhibit 10.56 to the Quarterly Report on Form 10-Q (File No. 333-185732) of US Foods, Inc. filed with the SEC on August 11, 2015.	
		
10.44§	  	Non-Solicitation and Non-Disclosure Agreement, dated as of July 21, 2015, by and between US Foods, Inc. and Pietro Satriano, incorporated herein by reference to Exhibit 10.58 to the Quarterly Report on Form 10-Q (File No. 333-185732) of US Foods, Inc. filed with the SEC on August 11, 2015.	
		
10.45§	  	2016 US Foods Holding Corp. Omnibus Incentive Plan, including forms of award agreements, incorporated herein by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K (File No. 001-37786) filed with the SEC on June 1, 2016.	
		
10.46	  	Termination Agreement, dated as of June 1, 2016, by the Company and US Foods, Inc. and acknowledged and agreed to by Clayton, Dubilier & Rice, LLC, incorporated herein by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K (File No. 001-37786) filed with the SEC on June 1, 2016.	
		
10.47	  	Termination Agreement, dated as of June 1, 2016, by the Company and US Foods, Inc. and acknowledged and agreed to by Kohlberg Kravis Roberts & Co. L.P., incorporated herein by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K (File No. 001-37786) filed with the SEC on June 1, 2016.	
		
10.48§	  	US Foods Holding Corp. Amended and Restated Employee Stock Purchase Plan, incorporated herein by reference to Exhibit 10.54 to the Company’s Quarterly Report on Form 10-Q (File No. 001-37786) filed with the SEC on November 8, 2016.	
		
10.49§	  	Letter Agreement, dated as of July 29, 2016, by US Foods, Inc. and agreed to and accepted by Stuart Schuette as of August 1, 2016, incorporated herein by reference to Exhibit 10.53 to the Company’s Quarterly Report on Form 10-Q (File No. 001-37786) filed with the SEC on August 9, 2016.	
		
10.50§	  	Form of Omnibus Amendment to Outstanding Stock Option Agreements, effective as of August 25, 2016, incorporated herein by reference to Exhibit 10.55 to the Company’s Quarterly Report on Form 10-Q (File No. 001-37786) filed with the SEC on November 8, 2016.	
		
10.51§	  	Severance Agreement, effective as of May 26, 2011, by and between U.S. Foodservice, Inc. (now known as US Foods, Inc.) and Keith D. Rohland, incorporated herein by reference to Exhibit 10.51 to the Company’s Registration Statement on Form S-1 (File No. 333-215534) filed with the SEC on January 13, 2017.	
		
10.52§	  	Offer Letter, dated January 26, 2017, by and between US Foods, Inc. and Dirk J. Locascio, incorporated herein by reference to Exhibit 10.53 to the Company’s Annual Report on Form 10-K (File No. 001-37786) filed with the SEC on February 28, 2017.	
		
10.53§	  	Severance Agreement, dated February 6, 2017, by and between US Foods, Inc. and Dirk J. Locascio, incorporated herein by reference to Exhibit 10.54 to the Company’s Annual Report on Form 10-K (File No. 001-37786) filed with the SEC on February 28, 2017.	
		
21.1	  	Subsidiaries of the Company, incorporated herein by reference to Exhibit 21.1 to the Company’s Annual Report on Form 10-K (File No. 001-37786) filed with the SEC on February 28, 2017.	
 
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Table of Contents

Exhibit
No.	  	Description	
		
23.1*	  	Consent of Deloitte & Touche LLP.	
		
23.2*	  	Consent of Sidley Austin LLP (included as part of Exhibit 5.1).	
		
23.3#	  	Consent of Technomic, Inc.	
		
23.4#	  	Consent of Datassential, Inc.	
		
24.1#	  	Power of Attorney (included on signature pages to this Registration Statement).	
 
*	Filed herewith.	
#	Previously Filed.	
§	Identifies exhibits that consist of a management contract or compensatory plan or arrangement.	
 
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Exhibit 1.1
US Foods Holding Corp.
Common Stock, par value $0.01 per share

Underwriting Agreement
[●], 2017
Goldman Sachs & Co. LLC
Morgan Stanley & Co. LLC
J.P. Morgan Securities LLC
As representatives of the several Underwriters
named in Schedule I hereto,
c/o Goldman Sachs & Co. LLC
200 West Street
New York, New York 10282
Morgan Stanley & Co. LLC
1585 Broadway
New York, New York 10036
J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179
Ladies and Gentlemen:
The stockholders named in Schedule II-A hereto (the “Sponsor Selling Stockholders”) and Schedule II-B hereto (the “Management Selling Stockholders,” and, together with the Sponsor Selling Stockholders, the “Selling Stockholders”) of US Foods Holding Corp., a Delaware corporation (the “Company”), propose, subject to the terms and conditions stated herein, to sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 35,000,000 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 5,250,000 additional shares (the “Optional Shares”) of Common Stock, par value $0.01 per share (“Stock”), of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”). Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives” or “you”) in connection with the offering and sale of the Shares.

1.    (a)    The Company represents and warrants to, and agrees with, each of the Underwriters that:
(i)    A registration statement on Form S–1 (File No. 333-217325) (the “Initial Registration Statement”) in respect of the Shares has been filed with the Securities and Exchange Commission (the “Commission”); the Initial Registration Statement and any post-effective amendment thereto, each in the form heretofore delivered to you and, excluding exhibits thereto but including all documents incorporated by reference in the prospectus contained therein, to you for each of the other Underwriters, have been declared effective by the Commission in such form; other than a registration statement, if any, increasing the size of the offering (a “Rule 462(b) Registration Statement”), filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Act”), which became effective upon filing, no other document with respect to the Initial Registration Statement or document incorporated by reference in the prospectus contained therein has heretofore been filed with the Commission; and no stop order suspending the effectiveness of the Initial Registration Statement, any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose has been initiated or, to the Company’s knowledge, threatened by the Commission (any preliminary prospectus included in the Initial Registration Statement or filed with the Commission pursuant to Rule 424(a) under the Act is hereinafter called a “Preliminary Prospectus”; the various parts of the Initial Registration Statement and the Rule 462(b) Registration Statement, if any, including all exhibits thereto and including the information contained in the form of final prospectus filed with the Commission pursuant to Rule 424(b) under the Act in accordance with Section 5(a) hereof and deemed by virtue of Rule 430A under the Act to be part of the Initial Registration Statement at the time it was declared effective, each as amended at the time such part of the Initial Registration Statement became effective or such part of the Rule 462(b) Registration Statement, if any, became or hereafter becomes effective, are hereinafter collectively called the “Registration Statement”; the Preliminary Prospectus relating to the Shares that was included in the Registration Statement immediately prior to the Applicable Time (as defined in Section 1(a)(iii) hereof) is hereinafter called the “Pricing Prospectus”; such final prospectus, in the form first filed pursuant to Rule 424(b) under the Act, is hereinafter called the “Prospectus”; any reference herein to any Preliminary Prospectus, the Pricing Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S–1 under the Act, as of the date of such prospectus; and any “issuer free writing prospectus” as defined in Rule 433 under the Act relating to the Shares is hereinafter called an “Issuer Free Writing Prospectus”); all references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “stated,” “referred to” or “set forth” in the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus (or other references of like import) shall include all such financial statements and schedules and other information which are incorporated by reference in or otherwise deemed by Act Regulations to be a part of or included in the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, as the case may be;
(ii)    No order preventing or suspending the use of any Preliminary Prospectus or any Issuer Free Writing Prospectus has been issued by the Commission, and each Preliminary Prospectus dated on or after [●], 2017, at the time of filing thereof, conformed in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder, and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided ,
 
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however , that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through the Representatives expressly for use therein (the “Underwriter Information”) or by a Selling Stockholder expressly for use therein; provided, further, that the only information so furnished by a Selling Stockholder shall consist of the name of the Selling Stockholder, the number of offered Shares and the address and other information with respect to such Selling Stockholder included in the “Selling Stockholders” section of the Registration Statement, the Pricing Prospectus and the Prospectus (the “Selling Stockholder Information”);
(iii)    For the purposes of this Agreement, the “Applicable Time” is [●] [a.] [p.]m. (New York City time) on the date of this Agreement; the Pricing Prospectus, as supplemented by the information listed on Schedule III(c) hereto, taken together (collectively, the “Pricing Disclosure Package”), as of the Applicable Time, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each Issuer Free Writing Prospectus listed on Schedule III(a) hereto does not conflict with the information contained in the Registration Statement, the Pricing Prospectus or the Prospectus and each such Issuer Free Writing Prospectus, as supplemented by and taken together with the Pricing Disclosure Package, as of the Applicable Time, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided , however , that this representation and warranty shall not apply to statements or omissions made in reliance upon and in conformity with any Underwriter Information or Selling Stockholder Information;
(iv)    The documents incorporated by reference in the Pricing Prospectus and the Prospectus, when they were filed with the Commission, conformed in all material respects to the requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Commission thereunder, and none of such documents, when they were filed with the Commission, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided , however , that this representation and warranty shall not apply to statements or omissions made in reliance upon and in conformity with any Underwriter Information or Selling Stockholder Information; and no such documents were filed with the Commission by or on behalf of the Company since the Commission’s close of business on the business day immediately prior to the date of this Agreement and prior to the execution of this Agreement, except as set forth on Schedule III(b) hereto;
(v)    The Registration Statement conforms, and the Prospectus and any further amendments or supplements to the Registration Statement and the Prospectus will conform, in all material respects, to the requirements of the Act and the rules and regulations of the Commission thereunder and do not and will not, as of the applicable effective date as to each part of the Registration Statement and as of the applicable filing date as to the Prospectus and any amendment or supplement thereto, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of the Prospectus, in the light of the circumstances under which they were made); provided , however , that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with any Underwriter Information or Selling Stockholder Information;
 
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(vi)    Neither the Company nor any of its subsidiaries, taken as a whole, has sustained since the date of the latest audited financial statements of the Company included or incorporated by reference in the Pricing Prospectus any material loss or material interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, other than as set forth or contemplated in the Pricing Prospectus; and, since the respective dates as of which information is given in the Registration Statement and the Pricing Prospectus, (A) there has not been any change in the capital stock of the Company (other than as a result of the exercise of stock options, the vesting of restricted stock or restricted stock units or the granting of stock options, restricted stock or restricted stock units in the ordinary course of business pursuant to the Company’s stock plans that are described in the Pricing Prospectus), (B) there has not been any change in the long-term debt of the Company or any of its subsidiaries and (C) there has not been any material adverse change, or any development involving a prospective material adverse change, in or affecting the general affairs, management, financial position, shareholders’ equity or results of operations of the Company and its subsidiaries, taken as a whole, other than as set forth or contemplated in the Pricing Prospectus;
(vii)    The Company has been duly incorporated, and is validly existing and in good standing under the laws of the State of Delaware, with power and authority to own its properties and conduct its business as described in the Pricing Prospectus, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing (if applicable) under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification; except where the failure to so qualify or be in good standing would not, individually or in the aggregate, have a material adverse effect on the business, financial position, stockholders’ equity or results of operations of the Company and its subsidiaries taken as a whole (a “Material Adverse Effect”);
(viii)    Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (A) has been duly incorporated or organized and is validly existing in good standing under the laws of the jurisdiction of its incorporation or organization (to the extent the concept of good standing is applicable in the relevant jurisdiction), (B) has corporate or similar power and authority to own its properties and conduct its business as described in the Pricing Prospectus and (C) has been duly qualified as a foreign corporation, partnership or limited liability company for the transaction of business and is in good standing (if applicable) under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification; except, in the case of clauses (A) through (C), where the failure to be so incorporated or organized, or to be so qualified or have such power or authority would not reasonably be expected to have a Material Adverse Effect;
(ix)    The only subsidiaries of the Company are (x) the subsidiaries listed on Exhibit 21.1 to the Registration Statement and (y) certain other subsidiaries that do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X promulgated by the Commission;
(x)    The Company and its subsidiaries collectively have good title in fee simple to, or have valid rights to lease or otherwise use, all of their real property, and have title to or valid rights to lease or otherwise use all items of personal property which are material to the business of the Company and its subsidiaries, taken as a whole (collectively, the “Business”),
 
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free and clear of all liens, encumbrances, claims and title defects (collectively, “Liens”) that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, other than as disclosed in the Pricing Prospectus;
(xi)    The Company has an authorized capitalization as set forth in the Pricing Prospectus and the Prospectus and all of the issued shares of capital stock of the Company, including the Shares to be sold by the Selling Stockholders, have been duly and validly authorized and issued and are fully paid and non-assessable and conform in all material respects to the description of the Stock contained in the Pricing Prospectus and the Prospectus; and all of the issued shares of capital stock of each “significant subsidiary” of the Company have been duly and validly authorized and issued, are fully paid and non-assessable and are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims (other than liens, encumbrances, equities or claims imposed in connection with the Company’s credit facilities, which are described in the Registration Statement, the Pricing Prospectus and the Prospectus);
(xii)    There are no persons with registration rights or other similar rights to have any securities registered for sale pursuant to the Registration Statement or otherwise registered for sale or sold by the Company under the Act, other than those rights (1) that have been disclosed in the Pricing Disclosure Package and the Prospectus or (2) that have been waived;
(xiii)    Neither the Company nor any of its subsidiaries has taken, nor will the Company or any of its subsidiaries take, directly or indirectly, any action which is designed, or would reasonably be expected, to cause or result in, or which constitutes, the stabilization or manipulation of the price of any of the Shares to facilitate the sale or resale of the Shares or to result in a violation of Regulation M under the Exchange Act;
(xiv)    The compliance by the Company with this Agreement and the consummation of the transactions herein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, (A) any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, (B) the certificate of incorporation, bylaws or similar organizational documents of the Company or any of its subsidiaries, or (C) any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries, except, in the case of clauses (A) and (C), as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, and in the case of each such clause, after giving effect to any consents, approvals, authorizations, orders, registrations, qualifications, waivers and amendments as will have been obtained or made as of the First Time of Delivery (as defined in Section 4 hereof); and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or regulatory body is required for the sale of the Shares or the consummation by the Company of the transactions contemplated by this Agreement, except for (v) the registration under the Act of the Shares, (w) the approval by the Financial Industry Regulatory Authority (“FINRA”) of the underwriting terms and arrangements and such consents, approvals, authorizations, orders, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Shares by the Underwriters, (x) such consents, approvals, authorizations, orders, registrations, qualifications, waivers, amendments or terminations as will have been obtained or made as of the First Time of Delivery and (y)
 
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where the failure to obtain or make any such consent, approval, authorization, order, registration or qualification would not reasonably be expected to have a Material Adverse Effect and would not reasonably be expected to materially and adversely impact consummation of the transactions contemplated by this Agreement;
(xv)    Neither the Company nor any of its subsidiaries is (A) in violation of its certificate of incorporation or bylaws, in the case of the Company, or its charter, bylaws or similar organizational document, in the case of a subsidiary, (B) in default in the performance or observance of any obligation, covenant or condition contained in any indenture, mortgage, deed of trust, credit agreement, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound or to which any of the properties or assets of the Company or any of its subsidiaries is subject, or (C) in violation of any statute or any order, rule or regulation of any court or governmental agency or regulatory body having jurisdiction over the Company or any of its subsidiaries or any of their properties, assets or operations, except in the case of clauses (B) and (C) of this Section 1(a)(xv), for any such violation or default that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect;
(xvi)    The statements set forth in the Pricing Prospectus and the Prospectus under the heading “Description of Capital Stock”, insofar as they purport to constitute a summary of the terms of the Stock and under the caption “Material U.S. Federal Income and Estate Tax Consequences to Non-U.S. Holders of our Common Stock”, insofar as they purport to describe the provisions of the laws and documents referred to therein, are accurate in all material respects;
(xvii)    Other than as set forth in the Pricing Prospectus and Prospectus, there are no legal or governmental proceedings pending to which the Company or any of its subsidiaries is a party or of which any property of the Company or any of its subsidiaries is subject which, if determined adversely to the Company or any of its subsidiaries, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and, to the Company’s knowledge, no such proceedings are threatened by governmental authorities or by others;
(xviii)    The Company is not an “investment company,” as such term is defined in the Investment Company Act of 1940, as amended;
(xix)    At the time of filing the Initial Registration Statement the Company was not and is not an “ineligible issuer,” as defined in Rule 405 under the Act;
(xx)    The consolidated financial statements included or incorporated by reference in the Pricing Prospectus and the Prospectus, together with the related notes thereto, present fairly in all material respects the financial position of the Company and its consolidated subsidiaries, as of the dates indicated and the results of its operations and the changes in its shareholders’ equity and cash flows for the periods specified (subject to the omission of footnotes and normal year-end audit and other adjustments, as to any unaudited financial statements), and such financial statements have been prepared in conformity with the generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis, subject to the limitations set out in the notes to the respective financial statements included or incorporated by reference in the Pricing Prospectus and the Prospectus. All disclosures contained in the Pricing Prospectus or the Prospectus that constitute “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange Act, and Item 10 of Regulation S-K of the Act, to the extent applicable;
 
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(xxi)    Deloitte & Touche LLP, who has audited the consolidated financial statements of the Company included or incorporated by reference in the Pricing Prospectus and the Prospectus, has advised the Company that it is an independent registered public accounting firm with respect to the Company as required by the Act and the rules and regulations of the Commission thereunder;
(xxii)    The Company maintains a system of accounting controls that is sufficient to provide reasonable assurance that (A) transactions are executed in accordance with management’s general or specific authorizations; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (C) access to assets is permitted only in accordance with management’s general or specific authorization; and (D) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The interactive data in eXtensible Business Reporting Language filed as exhibits to the Company’s Annual Report on Form 10-K and Quarterly Report on Form 10-Q and incorporated by reference into the Registration Statement fairly present in all material respects the information required to be stated therein in accordance with the Commission’s rules and guidelines applicable thereto. Since the date of the latest audited financial statements included or incorporated by reference in the Pricing Prospectus, there has been no change in the Company’s internal accounting controls that has materially adversely affected, or would reasonably be expected to materially adversely affect, the Company’s internal accounting controls.
(xxiii)    The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) that comply with the requirements of the Exchange Act; such disclosure controls and procedures have been designed to ensure that material information relating to the Company and its subsidiaries is made known to the Company’s principal executive officer and principal financial officer by others within those entities; and such disclosure controls and procedures are effective at a reasonable assurance level;
(xxiv)    This Agreement has been duly authorized, executed and delivered by the Company;
(xxv)    The Company and its subsidiaries collectively possess all licenses, permits, certificates, consents, orders, approvals and other authorizations from, and have made all declarations and filings with, all federal, state and other governmental authorities, presently required or necessary to own or lease, as the case may be, and to operate their properties and to carry on the Business as described in the Pricing Prospectus (“Permits”), except as disclosed in the Pricing Disclosure Package or where the failure to possess, make or obtain such Permits (by possession, declaration or filing) would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;
(xxvi)    Except as disclosed in the Pricing Prospectus and where any such claim, cost, liability or failure to comply would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (A) there is no claim (including with respect to any environmental remediation project) pending or, to the knowledge of the Company, threatened under any Environmental Law (as defined below) against the Company or its subsidiaries; (B)
 
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the Company and its subsidiaries are in compliance with all Environmental Laws. The term “Environmental Law” means any federal, state, local or foreign law, regulation, binding ordinance, order, judgment, decree or rule (including rule of common law) now in effect concerning or governing pollution, or actual or alleged exposure to, hazardous or toxic materials, substances or wastes, including but not limited to, asbestos or asbestos-containing materials;
(xxvii)    Except as disclosed in the Pricing Prospectus, there is no strike or labor dispute, slowdown or work stoppage with the employees of the Company or any of its subsidiaries that is pending or, to the knowledge of the Company, threatened, except as would not reasonably be expected to have a Material Adverse Effect;
(xxviii)    The Company and its subsidiaries collectively carry insurance (including self-insurance, if any) in such amounts and covering such risks as in the Company’s reasonable determination is adequate for the conduct of the Business and the value of its properties, except where the failure to carry such insurance would not reasonably be expected to have a Material Adverse Effect;
(xxix)    Except as disclosed in the Pricing Prospectus or as could not reasonably be expected individually or in the aggregate to result in a Material Adverse Effect, neither the Company nor any of its subsidiaries has incurred any liability for any prohibited transaction or failure to satisfy any minimum funding obligation or any complete or partial withdrawal liability with respect to any pension, profit sharing or other plan which is subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), to which the Company or any of its subsidiaries makes or ever has made a contribution and in which any employee of the Company or any such subsidiary is or has ever been a participant. With respect to such plans, each of the Company and its subsidiaries is in compliance in all respects with all applicable provisions of ERISA, except where the failure to so comply would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;
(xxx)    The Company and each of its subsidiaries collectively own, or have the legal right to use, all patents, patent applications, trademarks, trademark applications, trade names, copyrights, technology, know-how and processes necessary for or used in the conduct of the Business as currently conducted (the “Intellectual Property”), except for those the failure to own or have such legal right to use would not be reasonably expected to have a Material Adverse Effect. Except as disclosed in the Pricing Disclosure Package and Prospectus, no claim has been asserted and is pending by any person against the Company or any of its subsidiaries challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does the Company know of any such claim, and, to the knowledge of the Company, the conduct of the Company’s and its subsidiaries’ business does not infringe, misappropriate or violate the intellectual property rights of any person, except for such claims and infringements which, in the aggregate, would not be reasonably expected to have a Material Adverse Effect;
(xxxi)    The Company has filed or caused to be filed all United States federal income tax returns and all other material tax returns which are required to be filed and has paid (a) all taxes shown to be due and payable on such returns and (b) all taxes shown to be due and payable on any assessments of which it has received notice made against it or any of its property and all other taxes, fees or other charges imposed on it or any of its property by any governmental authority (other than any (i) taxes, fees or other charges with respect to which the failure to pay, in the aggregate, would not reasonably be expected to have a Material
 
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Adverse Effect or (ii) taxes, fees or other charges the amount or validity of which are currently being contested in good faith by appropriate proceedings diligently conducted and with respect to which reserves in conformity with GAAP have been provided on the books of the Company). No tax lien has been filed, and no claim is being asserted, with respect to any such tax, fee or other charge, against the Company or any of its subsidiaries, except as would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect;
(xxxii)    None of the Company, any of its subsidiaries nor, to the knowledge of the Company, any of the Company’s or any of its subsidiaries’ respective directors, officers or employees acting on behalf of the Company or any of its subsidiaries (which, for the avoidance of doubt, does not include any third party representative, agent, distributor or other intermediary who is not acting on the Company’s behalf) has (A) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (B) made any direct or indirect unlawful payment to any government official or employee from corporate funds; (C) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or the U.K. Bribery Act 2010, as amended; or (D) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment. The Company and its subsidiaries have instituted and maintain policies and procedures designed to ensure continued compliance with such laws;
(xxxiii)    The operations of the Company and the Company’s subsidiaries are and have been conducted at all times in all material respects in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, and applicable money laundering laws and regulations and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency having jurisdiction over the Company or any of its subsidiaries (collectively, the “Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Money Laundering Laws is, to the knowledge of the Company, pending or threatened;
(xxxiv)    None of the Company, any of its subsidiaries nor, to the knowledge of the Company, any of the Company’s or any of its subsidiaries’ respective directors, officers or employees, is currently subject to any sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“Sanctions”), nor located, organized or resident in a country or territory that is the subject of comprehensive Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria); and
(xxxv)    Any market-related or statistical data contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus are based on or derived from sources that the Company believes to be reliable and accurate.
(b)    Each of the Selling Stockholders, severally and not jointly, represents and warrants to, and agrees with, each of the Underwriters and the Company that:
(i)    If such Selling Stockholder is a Sponsor Selling Stockholder, all consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this Agreement and for the sale and delivery of the Shares to be sold by such Selling Stockholder hereunder, have been obtained, or will be obtained, prior to the First Time of Delivery; and such Selling Stockholder has full right, power and authority to enter into this Agreement and to sell, assign, transfer and deliver the Shares to be sold by such Selling
 
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Stockholder hereunder, except for such consents, approvals, authorizations and orders as would not impair in any material respect the consummation of such Selling Stockholder’s obligations hereunder;
(ii)    The sale of the Shares to be sold by such Selling Stockholder hereunder and the compliance by such Selling Stockholder with this Agreement and the consummation of the transactions herein contemplated will not (A) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default, under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which such Selling Stockholder is a party or by which such Selling Stockholder is bound or to which any of the property or assets of such Selling Stockholder is subject, (B) if such Selling Stockholder is a Sponsor Selling Stockholder, violate the provisions of any organizational or similar documents governing such Selling Stockholder or (C) violate any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over such Selling Stockholder or the property or assets of such Selling Stockholder, except in the case of clause (A) or (C), for such conflicts, breaches, violations or defaults as would not impair in any material respect the consummation of such Selling Stockholder’s obligations hereunder and thereunder;
(iii)    Immediately prior to each Time of Delivery (as defined in Section 4 hereof), such Selling Stockholder will be the beneficial or record holder of the Shares to be sold by such Selling Stockholder hereunder with full dispositive power thereover, and holds, and will hold, such Shares free and clear of all liens, encumbrances, equities or claims, and upon delivery of such Shares and payment therefor pursuant hereto, assuming that the Underwriters have no notice of any adverse claims (within the meaning of Section 8-105 of the New York Uniform Commercial Code as in effect in the State of New York from time to time (the “UCC”)) to such Shares, each Underwriter will acquire a valid security entitlement (within the meaning of Section 8-102(a)(17) of the UCC) to such Shares purchased by such Underwriter, and no action (whether framed in conversion, replevin, constructive trust, equitable lien or other theory) based on an adverse claim (within the meaning of Section 8-105 of the UCC) to such security entitlement may be asserted against such Underwriter;
(iv)    On or prior to the date of the Pricing Prospectus, such Selling Stockholder has executed and delivered to the Underwriters an agreement substantially in the form of Annex II hereto;
(v)    Such Selling Stockholder has not taken and will not take, directly or indirectly, any action that is designed to or that has constituted or would reasonably be expected to cause or result in stabilization or manipulation of the price of any equity security or any securities convertible into, or exchangeable for, or that represent a right to receive an equity security or any equity linked securities of the Company, in each case to facilitate the sale or resale of the Shares;
(vi)    To the extent, but only to the extent, that any statements or omissions made in the Registration Statement, the Pricing Prospectus, the Prospectus or any amendment or supplement thereto are made in reliance upon and in conformity with the Selling Stockholder Information provided by such Selling Stockholder, such Registration Statement and Pricing Prospectus do not, and the Prospectus and any further amendments or supplements to the Registration Statement, the Pricing Prospectus and the Prospectus will not, when they become effective or are filed with the Commission, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of the Pricing Prospectus, the Prospectus or any amendment or supplement thereto, in the light of the circumstances under which they were made);
 
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(vii)    In order to document the Underwriters’ compliance with the reporting and withholding provisions of the Tax Equity and Fiscal Responsibility Act of 1982 with respect to the transactions herein contemplated, such Selling Stockholder will deliver to you prior to or at the First Time of Delivery a properly completed and executed United States Treasury Department Form W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof); and
(viii)    If such Selling Stockholder is a Management Selling Stockholder, the Shares to be sold by such Management Selling Stockholder hereunder in book-entry form are subject to the interests of the Underwriters hereunder; the obligations of such Management Selling Stockholders hereunder shall not be terminated by operation of law, whether by the death or incapacity of any individual Management Selling Stockholder; if any individual Management Selling Stockholder should die or become incapacitated, or if any other such event should occur, before the delivery of the Shares to be sold by such Management Selling Stockholder hereunder, the Shares to be sold by such Management Selling Stockholder hereunder shall be delivered by or on behalf of the Management Selling Stockholder in accordance with the terms and conditions of this Agreement.
2.    Subject to the terms and conditions herein set forth, (a) each of the Selling Stockholders agrees, severally and not jointly, to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from each of the Selling Stockholders, at a purchase price per share of $[●], the number of Firm Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Firm Shares to be sold by each of the Selling Stockholders as set forth opposite their respective names in Schedule II-A and Schedule II-B hereto by a fraction, the numerator of which is the aggregate number of Firm Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the aggregate number of Firm Shares to be purchased by all of the Underwriters from all of the Selling Stockholders hereunder and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, each of the Sponsor Selling Stockholders agrees, severally and not jointly, to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from each of the Sponsor Selling Stockholders, at the purchase price per share set forth in clause (a) of this Section 2, that portion of the number of Optional Shares as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Optional Shares by a fraction, the numerator of which is the maximum number of Optional Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of Optional Shares that all of the Underwriters are entitled to purchase hereunder.
The Sponsor Selling Stockholders, as and to the extent indicated in Schedule II-A hereto, on the basis of the representations, warranties and agreements set forth herein and subject to the terms and conditions set forth herein, hereby grant to the Underwriters the right to purchase at their election up to 5,250,000 Optional Shares, at the purchase price per share set forth in the paragraph above, provided that the purchase price per Optional Share shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on the Optional Shares. Any such election to purchase Optional Shares shall be made in proportion to the number of Optional Shares to be sold by each Sponsor Selling Stockholder. Any
 
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such election to purchase Optional Shares may be exercised only by written notice from the Representatives to the Company and the Sponsor Selling Stockholders, given within a period of 30 calendar days after the date of this Agreement and setting forth the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, as determined by the Representatives but in no event earlier than the First Time of Delivery or, unless the Representatives and the Company and the Sponsor Selling Stockholders otherwise agree in writing, earlier than two or later than ten business days after the date of such notice.
3.    Upon the authorization by the Representatives of the release of the Firm Shares, the several Underwriters propose to offer the Firm Shares for sale upon the terms and conditions set forth in the Prospectus.
4.    (a)     The Shares to be purchased by each Underwriter hereunder, in book-entry form, and in such authorized denominations and registered in such names as the Representatives may request upon at least forty-eight hours’ prior notice to the Company and the Selling Stockholders shall be delivered by or on behalf of the Selling Stockholders to the Representatives, through the facilities of The Depository Trust Company (“DTC”), for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the accounts specified by the Selling Stockholders to the Representatives at least forty-eight hours in advance. The time and date of such delivery and payment shall be, with respect to the Firm Shares, 9:30 a.m., New York City time, on [●], 2017 or such other time and date as the Representatives, the Company and the Selling Stockholders may agree upon in writing, and, with respect to the Optional Shares, 9:30 a.m., New York City time, on the date specified by the Representatives in each written notice given by the Representatives of the Underwriters’ election to purchase such Optional Shares, or such other time and date as the Representatives, the Company and the Sponsor Selling Stockholders may agree upon in writing. Such time and date for delivery of the Firm Shares is herein called the “First Time of Delivery”, such time and date for delivery of the Optional Shares, if not the First Time of Delivery, is herein called the “Second Time of Delivery”, and each such time and date for delivery is herein called a “Time of Delivery”.
(b)    The documents to be delivered at each Time of Delivery by or on behalf of the parties hereto pursuant to Section 8 hereof, including the cross receipt for the Shares and any additional documents requested by the Underwriters pursuant to Section 8(l) hereof will be delivered at the offices of Simpson Thacher & Bartlett LLP, 425 Lexington Avenue, New York, New York 10017, and the Shares will be book-entry delivery, at such Time of Delivery. A meeting will be held via teleconference with electronic delivery of documents at 4:00 p.m., New York City time, on the New York Business Day next preceding such Time of Delivery, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. For the purposes of this Section 4, “New York Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to close.
5.    The Company agrees with each of the Underwriters:
(a)    To prepare the Prospectus in a form approved by you and to file such Prospectus pursuant to Rule 424(b) under the Act not later than the Commission’s close of business on the second business day following the execution and delivery of this Agreement, or, if applicable, such earlier time as may be required by Rule 430A(a)(3) under the Act; to make no further amendment or any supplement to the Registration Statement or the Prospectus prior to the last Time of Delivery without your consent, which shall not be unreasonably withheld; to advise the Representatives, promptly after it receives notice thereof, of the time when any amendment to the Registration
 
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Statement has been filed or becomes effective or any amendment or supplement to the Prospectus has been filed and to furnish you with copies thereof; to file promptly all material required to be filed by the Company with the Commission pursuant to Rule 433(d) under the Act; to advise you, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or other prospectus in respect of the Shares, of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose or pursuant to Section 8A of the Act, or of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or other prospectus or suspending any such qualification, to promptly use its best efforts to obtain the withdrawal of such order;
(b)    Promptly from time to time to take such action as you may reasonably request to qualify the Shares for offering and sale under the securities laws of such jurisdictions as you may reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Shares; provided that in connection therewith the Company shall not be required to register or qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction, to qualify in any jurisdiction as a broker-dealer or to subject itself to taxation in any jurisdiction if it is not otherwise so subject;
(c)    Prior to 10:00 a.m., New York City time, on the second New York Business Day following the date of this Agreement, or such other time as may be agreed to by the Company and the Representatives, and from time to time, to furnish the Underwriters with written and electronic copies of the Prospectus (and to the extent the Prospectus is not yet available, the Pricing Prospectus) in New York City in such quantities as you may reasonably request, and, if the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) is required at any time prior to the expiration of nine months after the time of issue of the Prospectus in connection with the offering or sale of the Shares and if at such time any event shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) is delivered, not misleading, or, if for any other reason it shall be necessary during such same period to amend or supplement the Prospectus in order to comply with the Act, to notify you and upon your request to prepare and furnish without charge to each Underwriter and to any dealer in securities (whose name and address the Representatives shall furnish to the Company) as many written and electronic copies as you may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus which will correct such statement or omission or effect such compliance; and in case any Underwriter is required under the Act to deliver a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) in connection with sales of any of the Shares at any time nine months or more after the time of issue of the Prospectus, upon your request but at the expense of such Underwriter, to prepare and deliver to such Underwriter as many written and electronic copies as you may request of an amended or supplemented Prospectus complying with Section 10(a)(3) of the Act;
(d)    To make generally available to its securityholders as soon as practicable, but in any event not later than sixteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Act), an earnings statement of the Company and its subsidiaries (which need
 
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not be audited) complying with Section 11(a) of the Act and the rules and regulations of the Commission thereunder (including, at the option of the Company, Rule 158), which may be satisfied by filing such statement with the Commission’s Electronic Data Gathering, Analysis and Retrieval System;
(e)    During the period beginning from the date hereof and continuing to and including the date 60 days after the date of the Prospectus, not to (i) offer, sell, contract to sell, pledge, grant any option, right or warrant to purchase, make any short sale or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Act relating to, any securities of the Company that are substantially similar to the Shares, including but not limited to any options or warrants to purchase shares of Stock or any securities that are convertible into or exchangeable for, or that represent the right to receive, Stock or any such substantially similar securities, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) of this Section 5(e) is to be settled by delivery of Stock or such other securities, in cash or otherwise (other than (A) the Shares to be sold hereunder, (B) any shares of Stock issued or options to purchase Stock granted pursuant to existing employee benefit plans of the Company and referred to in the Registration Statement, Pricing Disclosure Package or the Prospectus, (C) the filing of any registration statement on Form S-8, or (D) the entry into an agreement providing for the issuance of Stock or any securities convertible into or exercisable for Stock, and the issuance of any such securities pursuant to such an agreement, in connection with (i) the acquisition by the Company or any of its subsidiaries of the securities, business, property or other assets of another person or entity, including pursuant to an employee benefit plan assumed by the Company in connection with such acquisition, or (ii) joint ventures, commercial relationships or other strategic transactions, and the issuance of any such securities pursuant to any such agreement, provided that the aggregate number of shares issued or issuable pursuant to this clause (D) does not exceed 10% of the outstanding shares of Stock and prior to any such issuance each recipient of any such securities shall have executed and delivered to the Representatives an agreement substantially in the form of Annex II hereto), without the prior written consent of the Representatives;
(f)    To use its reasonable best efforts to maintain the listing of the Shares on the New York Stock Exchange (the “Exchange”); and
(g)    If the Company elects to rely upon Rule 462(b), the Company shall file a Rule 462(b) Registration Statement with the Commission in compliance with Rule 462(b) by 10:00 p.m., Washington, D.C. time, on the date of this Agreement, and the Company shall at the time of filing either pay to the Commission the filing fee for the Rule 462(b) Registration Statement or give irrevocable instructions for the payment of such fee pursuant to Rule 3a(c) of the Commission’s Informal and Other Procedures (16 CFR 202.3a).
6.    (a)    The Company represents and agrees that, without the prior consent of the Representatives, it has not made and will not make any offer relating to the Shares that would constitute a “free writing prospectus” as defined in Rule 405 under the Act; each Selling Stockholder, severally and not jointly, represents and agrees that, without the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Shares that would constitute a free writing prospectus; and each Underwriter, severally and not jointly, represents and agrees that, without the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Shares that would constitute a free writing prospectus that would be required to be filed with the Commission; any such free writing prospectus the use of which has been consented to by the Company and the Representatives is listed on Schedule III(a) hereto;
 
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(b)    The Company has complied and will comply with the requirements of Rule 433 under the Act applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission or retention where required and legending; and
(c)    The Company agrees that if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, the Pricing Prospectus or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company will give prompt notice thereof to the Representatives and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or other document which will correct such conflict, statement or omission; provided , however , that this representation and warranty shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with any Underwriter Information.
7.    (a)    The Company covenants and agrees with the several Underwriters that the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s counsel, the Selling Stockholders’ counsel and accountants in connection with the registration of the Shares under the Act and all other expenses in connection with the preparation, printing, reproduction and filing of the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing any agreement among Underwriters, this Agreement, the Blue Sky Memorandum, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Shares; (iii) all expenses in connection with the qualification of the Shares for offering and sale under state securities laws as provided in Section 5(b) hereof, including the reasonable and documented fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey in an amount not to exceed $5,000; (iv) all fees and expenses in connection with listing the Shares on the Exchange; (v) the reasonable and documented fees and disbursements of counsel for the Underwriters in connection with, any required review by FINRA of the terms of the sale of the Shares in an amount not to exceed $20,000 and the filing fees incident to any such required FINRA review; (vi) the cost of preparing stock certificates, if applicable; (vii) the cost and charges of any transfer agent or registrar; (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company (but not the Underwriters) and any such consultants, and half of the cost of any aircraft chartered in connection with the road show; and (ix) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 7. The Selling Stockholders covenant and agree with one another to pay or cause to be paid all costs and expenses incident to the performance of such Selling Stockholder’s obligations hereunder which are not otherwise specifically provided for in this Section 7, provided that the Representatives agree to pay
 
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New York State stock transfer tax, and the Company agrees to reimburse the Representatives for associated carrying costs if such tax payment is not rebated on the day of payment and for any portion of such tax payment not rebated. It is understood, however, that the Company shall bear, and the Selling Stockholders shall not be required to pay or to reimburse the Company for, the cost of any other matters not directly relating to the sale and purchase of the Shares pursuant to this Agreement, and that, except as provided in this Section 7 and Sections 9 and 12 hereof, the Underwriters will pay all of their own costs and expenses, including their travel and lodging expenses, half of the cost of any aircraft chartered in connection with the road show, the fees of their counsel, stock transfer taxes on resale of any of the Shares by them, and any advertising expenses connected with any offers they may make.
The provisions of this Section 7 shall not affect or modify any agreement (including, without limitation, any registration rights agreement) that the Company and certain of the Selling Stockholders may have made or may make for the allocation of payment of expenses or costs.
8.    The obligations of the Underwriters hereunder, as to the Shares to be delivered at each Time of Delivery, shall be subject, in their discretion, to the condition that all representations and warranties and other statements of the Company and the Selling Stockholders herein are, at and as of the date hereof and such Time of Delivery, true and correct, the condition that the Company and the Selling Stockholders shall have performed all of its and their obligations hereunder theretofore to be performed, and the following additional conditions:
(a)    The Prospectus shall have been filed with the Commission pursuant to Rule 424(b) under the Act within the applicable time period prescribed for such filing by the rules and regulations under the Act and in accordance with Section 5(a) hereof; all material required to be filed by the Company pursuant to Rule 433(d) under the Act shall have been filed with the Commission within the applicable time period prescribed for such filing by Rule 433; if the Company has elected to rely upon Rule 462(b) under the Act, the Rule 462(b) Registration Statement shall have become effective by 10:00 p.m., Washington, D.C. time, on the date of this Agreement; no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose or pursuant to Section 8A of the Act shall have been initiated or threatened by the Commission no stop order suspending or preventing the use of the Prospectus or any Issuer Free Writing Prospectus shall have been initiated or threatened by the Commission; and all requests for additional information on the part of the Commission shall have been complied with to your reasonable satisfaction;
(b)    Simpson Thacher & Bartlett LLP, counsel for the Underwriters, shall have furnished to you their written opinion and negative assurance letter, dated such Time of Delivery, in form and substance satisfactory to you;
(c)    (1) Sidley Austin LLP, counsel for the Company, shall have furnished to you their written opinion and negative assurance letter, in the form attached as Annex I-A hereto, dated such Time of Delivery; (2) Debevoise & Plimpton LLP, counsel for the Selling Stockholders, shall have furnished to you their written opinion letter, in the form attached as Annex I-B hereto, dated such Time of Delivery; (3) Maples and Calder, Cayman Islands counsel for certain Sponsor Selling Stockholders, shall have furnished to you their written opinion letters, in the forms attached as Annex I-C hereto, dated such Time of Delivery; (4) Richards, Layton & Finger, P.A., Delaware counsel for certain Sponsor Selling Stockholders, shall have furnished to you their written opinion letter, in the form attached as Annex I-D hereto, dated such Time of Delivery; and (5) Kristin M. Coleman, Executive Vice President, General Counsel and Chief Compliance Officer of the Company, shall have furnished to you her written opinion letter, in the form attached as Annex I-E hereto, dated such Time of Delivery;
 
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(d)    On the date of the Prospectus at a time prior to the execution of this Agreement, at 9:30 a.m., New York City time, on the effective date of any post-effective amendment to the Registration Statement filed subsequent to the date of this Agreement and also at each Time of Delivery, Deloitte & Touche LLP shall have furnished to you a letter or letters, dated the respective dates of delivery thereof, in form and substance satisfactory to you;
(e)    (i) Neither the Company nor any of its subsidiaries, taken as a whole, shall have sustained since the date of the latest audited financial statements included or incorporated by reference in the Pricing Prospectus any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Pricing Prospectus, and (ii) since the respective dates as of which information is given in the Pricing Prospectus there shall not have been any change in the capital stock (other than as a result of the exercise of stock options, the vesting of restricted stock or restricted stock units or the granting of stock options, restricted stock or restricted stock units in the ordinary course of business pursuant to the Company’s equity incentive or similar plans that are described in the Pricing Prospectus or the repurchase of any shares of Stock pursuant to agreements with such equity holders as described in the Pricing Prospectus) or long-term debt of the Company or any of its subsidiaries, or any change, or any development involving a prospective change, in or affecting the general affairs, management, financial position, stockholders’ equity or results of operations of the Company and its subsidiaries, otherwise than as set forth or contemplated in the Pricing Prospectus, the effect of which, in any such case described in clause (i) or (ii), is in your judgment so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares being delivered at such Time of Delivery on the terms and in the manner contemplated in the Pricing Prospectus;
(f)    On or after the Applicable Time (i) no downgrading shall have occurred in the rating accorded the Company’s debt securities by any “nationally recognized statistical rating organization”, as defined in Section 3(a)(62) of the Exchange Act, and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s debt securities;
(g)    On or after the Applicable Time there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the Exchange or on the Nasdaq Stock Market Inc.’s National Market; (ii) a suspension or material limitation in trading in the Company’s securities on the Exchange; (iii) a general moratorium on commercial banking activities declared by either Federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iv) the outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war or (v) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (iv) or (v) in your judgment makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares being delivered at such Time of Delivery on the terms and in the manner contemplated in the Prospectus;
(h)    The Shares to be sold at such Time of Delivery shall have been duly listed on the Exchange;
 
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(i)    The Company shall have obtained and delivered to the Underwriters executed copies of an agreement (each, a “Lock-up Agreement”) from each Selling Stockholder and each other stockholder, director and officer of the Company listed on Schedule IV hereto, substantially to the effect set forth in Annex II hereto in form and substance satisfactory to you;
(j)    The Company shall have complied with the provisions of Section 5(c) hereof with respect to the furnishing of prospectuses on the second New York Business Day following the date of this Agreement;
(k)    The Company, the Sponsor Selling Stockholders and the Management Selling Stockholders shall have furnished or caused to be furnished to you at such Time of Delivery certificates signed by the Chief Financial Officer and General Counsel of the Company, an officer of each of the Sponsor Selling Stockholders and each of the Management Selling Stockholders, respectively, satisfactory to you as to the accuracy of the representations and warranties of the Company, the Sponsor Selling Stockholders, and the Management Selling Stockholders, respectively, herein at and as of such Time of Delivery, as to the performance by the Company, the Sponsor Selling Stockholders and the Management Stockholders of all of their respective obligations hereunder to be performed at or prior to such Time of Delivery and as to such other matters as you may reasonably request, and the Company shall have furnished or caused to be furnished certificates as to the matters set forth in subsections (a) and (e) of this Section 8; and
(l)    The Company shall have furnished or caused to be furnished to you as of the date hereof and at such Time of Delivery a certificate signed by the Chief Financial Officer of the Company satisfactory to you as to certain financial information contained in the Pricing Prospectus and Prospectus, respectively.
9.    (a) The Company will indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act and their respective officers, directors, employees and selling agents against any losses, claims, damages or liabilities, joint or several, to which such Underwriter and/or such person may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act or any “road show” as defined in Rule 433(h) under the Act (a “road show”) (in the case of an Issuer Free Writing Prospectus, such “issuer information” or road show, taken together with the Pricing Prospectus) or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of the Preliminary Prospectus, the Pricing Prospectus, the Prospectus, or any amendment or supplement thereto, and any Issuer Free Writing Prospectus, in the light of the circumstances under which they were made), and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim as such expenses are incurred; provided , however , that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or any road show in reliance upon and in conformity with any Underwriter Information or Selling Stockholder Information.
 
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(b)    Each of the Selling Stockholders, severally and not jointly, will indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act and their respective officers, directors, employees and selling agents against any losses, claims, damages or liabilities, joint or several, to which such Underwriter and/or such person may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus (when taken together with the Pricing Prospectus) or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of the Preliminary Prospectus, the Pricing Prospectus, the Prospectus, or any amendment or supplement thereto, and any Issuer Free Writing Prospectus, in the light of the circumstances under which they were made), in each case to the extent, but only to the extent, such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto or any Issuer Free Writing Prospectus in reliance upon and in conformity with any Selling Stockholder Information provided by such Selling Stockholder; and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that such Selling Stockholder shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus in reliance upon and in conformity with any Underwriter Information; provided, further, that the liability of a Selling Stockholder pursuant to this subsection (b) shall not exceed the net proceeds (after deducting underwriting discounts and commissions, but before deducting expenses) received by such Selling Stockholder from the sale of Shares by such Selling Stockholder pursuant to the transactions contemplated hereby (the “Selling Stockholder Proceeds”).
(c)    Each Underwriter, severally and not jointly, will indemnify and hold harmless the Company and each of the Selling Stockholders, the directors and officers of the Company who sign the Registration Statement and each person, if any, who controls the Company or such Selling Stockholder within the meaning of Section 15 of the Act or Section 20 of the Exchange Act against any losses, claims, damages or liabilities to which the Company or any Selling Stockholder may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or any road show, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of the Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, in the light of the circumstances under which they were made), in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or any
 
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road show, in reliance upon and in conformity with any Underwriter Information; and will reimburse the Company and/or such Selling Stockholder for any legal or other expenses reasonably incurred by the Company and/or such Selling Stockholder in connection with investigating or defending any such action or claim as such expenses are incurred.
(d)    Promptly after receipt by an indemnified party under subsection (a), (b) or (c) of this Section 9 of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any liability hereunder to the extent it is not materially prejudiced (through the forfeiture of substantive rights and defenses) as a result thereof and in any event shall not relieve it from any liability which it may have to any indemnified party otherwise than under such subsection. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. To the extent that an indemnifying party does not assume the defense of any such action, it is understood that the indemnifying party or parties shall not, in connection with any one action or proceeding or separate, but substantially similar actions or proceedings arising out of the same general allegations, be liable for the fees and expenses of more than one separate firm of attorneys at any time for all indemnified parties (except to the extent that local counsel (in addition to any regular counsel) is required to effectively defend against any such action or proceeding); provided that the fees and expenses of such separate firm of attorneys and any local counsel shall be reasonably incurred. No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.
(e)    If the indemnification provided for in this Section 9 is unavailable to or insufficient to hold harmless an indemnified party under subsection (a), (b) or (c) of this Section 9 in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Selling Stockholders on the one hand and the Underwriters on the other from the offering of the Shares. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the indemnified party failed to give the notice required under subsection (d) of this Section 9, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company and the Selling Stockholders on the one hand and the Underwriters on the other in
 
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connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company and the Selling Stockholders on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Selling Stockholders bear to the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover page of the Prospectus. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or the Selling Stockholders on the one hand or the Underwriters on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company, each of the Selling Stockholders and the Underwriters agree that it would not be just and equitable if contribution pursuant to this subsection (e) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this subsection (e). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (e) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this subsection (e), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Shares underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations in this subsection (e) to contribute are several in proportion to their respective underwriting obligations and not joint. The liability of a Selling Stockholder pursuant to this subsection (e) shall not exceed the Selling Stockholder Proceeds.
(f)    (i) The obligations of the Company under this Section 9 shall be in addition to any liability which the Company may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of each Underwriter and each person, if any, who controls any Underwriter within the meaning of the Act and each affiliate of any Underwriter; (ii) the obligations of the Selling Stockholders under this Section 9 shall be in addition to any liability which the respective Selling Stockholder may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of each Underwriter and to each person, if any, who controls any Underwriter within the meaning of the Act and each affiliate of any Underwriter; and (iii) the obligations of the Underwriters under this Section 9 shall be in addition to any liability which the respective Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of the Company and of each Selling Stockholder and to each person, if any, who controls the Company or any Selling Stockholder within the meaning of the Act.
10.    (a) If any Underwriter shall default in its obligation to purchase the Shares that it has agreed to purchase hereunder at a Time of Delivery, you may in your discretion arrange for you or another party or other parties to purchase such Shares on the terms contained herein. If within thirty-six hours after such default by any Underwriter you do not arrange for the purchase of such Shares, then the Selling Stockholders shall be entitled to a further period of thirty-six hours within which to procure another party or other parties reasonably satisfactory to you to purchase such Shares on such terms. In the event that, within the respective prescribed periods, you notify the
 
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Company and the Selling Stockholders that you have so arranged for the purchase of such Shares, or a Selling Stockholder notifies you that it has so arranged for the purchase of such Shares, you or the Company or the Selling Stockholders shall have the right to postpone such Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section 10 with like effect as if such person had originally been a party to this Agreement with respect to such Shares.
(b)    If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by you, the Company and the Selling Stockholders as provided in subsection (a) of this Section 10, the aggregate number of such Shares which remains unpurchased does not exceed one-eleventh of the aggregate number of all the Shares to be purchased at such Time of Delivery, then the Selling Stockholders shall have the right to require each non-defaulting Underwriter to purchase the number of Shares which such Underwriter agreed to purchase hereunder at such Time of Delivery and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Shares which such Underwriter agreed to purchase hereunder) of the Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default.
(c)    If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by you, the Company and the Selling Stockholders as provided in subsection (a) of this Section 10, the aggregate number of such Shares which remains unpurchased exceeds one-eleventh of the aggregate number of all of the Shares to be purchased at such Time of Delivery, or if the Selling Stockholders shall not exercise the right described in subsection (b) of this Section 10 to require non-defaulting Underwriters to purchase Shares of a defaulting Underwriter or Underwriters, then this Agreement (or, with respect to a Second Time of Delivery, the obligations of the Underwriters to purchase and of the Sponsor Selling Stockholders to sell the Optional Shares) shall thereupon terminate, without liability on the part of any non-defaulting Underwriter, the Company or the Selling Stockholders, except for the expenses to be borne by the Company, the Selling Stockholders and the Underwriters as provided in Section 7 hereof and the indemnity and contribution agreements in Section 9 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.
11.    The respective indemnities, agreements, representations, warranties and other statements of the Company, the Selling Stockholders and the several Underwriters, as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any Underwriter or any director, officer, affiliate or controlling person of any Underwriter, or the Company, or any of the Selling Stockholders, or any officer or director or controlling person of the Company or of any controlling person of any Selling Stockholder, and shall survive delivery of and payment for the Shares. Anything herein to the contrary notwithstanding, the indemnity agreement of the Company in subsection (a) of Section 9 hereof, the representations and warranties in subsections (a)(ii), (a)(iii) and (a)(iv) of Section 1 hereof and any representation or warranty as to the accuracy of the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus, any Issuer Free Writing Prospectus or the Prospectus contained in any certificate
 
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furnished by the Company pursuant to Section 8 hereof, insofar as they may constitute a basis for indemnification for liabilities (other than payment by the Company of expenses incurred or paid in the successful defense of any action, suit or proceeding) arising under the Act, shall not extend to the extent of any interest therein of a controlling person or partner of an Underwriter who is a director, officer or controlling person of the Company when the Registration Statement has become effective, except in each case to the extent that an interest of such character shall have been determined by a court of appropriate jurisdiction as not against public policy as expressed in the Act. Unless in the opinion of counsel for the Company the matter has been settled by controlling precedent, the Company will, if a claim for such indemnification is asserted, submit to a court of appropriate jurisdiction the question of whether such interest is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
12.    If this Agreement shall be terminated pursuant to Section 10 hereof, neither the Company nor the Selling Stockholders shall then be under any liability to any Underwriter except as provided in Sections 7 and 9 hereof; but, if for any other reason any Shares are not delivered by or on behalf of the Selling Stockholders to the Underwriters as provided herein, (x) the Company or (y) if such failure to deliver any Shares arises from the breach of a representation, warranty or covenant by a Selling Stockholder, such Selling Stockholder, will reimburse the Underwriters through you for all documented out-of-pocket expenses approved in writing by you, including fees and disbursements of counsel, reasonably incurred by the Underwriters in making preparations for the purchase, sale and delivery of the Shares not so delivered, but the Company and Selling Stockholders shall then be under no further liability to any Underwriter except as provided in Sections 7 and 9 hereof.
13.    In all dealings hereunder, you shall act on behalf of each of the Underwriters, and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by you jointly or by the Representatives on your behalf.
In accordance with the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company and the Selling Stockholders, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients.
All statements, requests, notices and agreements hereunder shall be in writing, and if to the Underwriters shall be delivered or sent by mail or facsimile transmission to the Representatives at Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282, Attention: Registration Department; Morgan Stanley & Co. LLC, 1585 Broadway, New York, New York 10036, Attention: Equity Syndicate Desk, with a copy to the Legal Department; and J.P. Morgan Securities LLC, 383 Madison Avenue, New York, New York 10179, Attention: Equity Syndicate Desk, Facsimile: (212) 622-8358); if to any Sponsor Selling Stockholder shall be delivered or sent by mail or facsimile transmission to counsel for such Sponsor Selling Stockholder at its counsel’s address set forth on the cover of the Registration Statement; if to the Management Selling Stockholders shall be delivered or sent by mail or facsimile transmission to the address of the Company set forth on the cover of the Registration Statement, Attention: Secretary; if to the Company shall be delivered or sent by mail or facsimile transmission to the address of the Company set forth on the cover of the Registration Statement, Attention: Secretary; and if to any stockholder, director or officer that has delivered a Lock-up Agreement described in Section 8(i) hereof shall be delivered or sent by mail to his or her respective address provided in Schedule IV hereto or such other address as such stockholder provides in writing to the Company; provided , however , that any notice to an Underwriter pursuant to Section 9(d) hereof shall be delivered or sent by mail or facsimile transmission to such Underwriter at
 
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its address set forth in its Underwriters’ Questionnaire or telex constituting such Questionnaire, which address will be supplied to the Company or the Selling Stockholders by you on request; provided further that notices under subsection 5(e) shall be in writing, and if to the Underwriters shall be delivered or sent by mail or facsimile transmission to you as the Representatives at Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282, Attention: Registration Department; Morgan Stanley & Co. LLC, 1585 Broadway, New York, New York 10036, Attention: Equity Syndicate Desk, with a copy to the Legal Department; and J.P. Morgan Securities LLC, 383 Madison Avenue, New York, New York 10179, Attention: Equity Syndicate Desk, Facsimile: (212) 622-8358. Any such statements, requests, notices or agreements shall take effect upon receipt thereof.
14.    This Agreement shall be binding upon, and inure solely to the benefit of, the Underwriters, the Company and the Selling Stockholders and, to the extent provided in Sections 9 and 11 hereof, the officers and directors of the Company and each person who controls the Company or any Selling Stockholder or any Underwriter, and any other person or entity specifically referred to in Sections 9 or 11 hereof, and their respective heirs, executors, administrators, successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement. No purchaser of any of the Shares from any Underwriter shall be deemed a successor or assign by reason merely of such purchase.
15.    Time shall be of the essence of this Agreement. As used herein, the term “business day” shall mean any day when the Commission’s office in Washington, D.C. is open for business.
16.    The Company and each Selling Stockholder acknowledge and agree that (i) the purchase and sale of the Shares pursuant to this Agreement is an arm’s-length commercial transaction between the Company and the Selling Stockholders, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company or any Selling Stockholder, (iii) no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company or any Selling Stockholder with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any Selling Stockholder on other matters) or any other obligation to the Company or any Selling Stockholder except the obligations expressly set forth in this Agreement and (iv) the Company and each Selling Stockholder has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company and each Selling Stockholder agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company or such Selling Stockholder, in connection with such transaction or the process leading thereto.
17.    This Agreement supersedes all prior agreements and understandings (whether written or oral) among the Company, the Selling Stockholders and the Underwriters, or any of them, with respect to the subject matter hereof.
18.    This Agreement shall be governed by and construed in accordance with the laws of the State of New York.
19.    The Company, each of the Selling Stockholders and each of the Underwriters hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.
 
24

20.    This Agreement may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.
21.    Notwithstanding anything herein to the contrary, the Company and each Selling Stockholder is authorized to disclose to any persons the U.S. federal and state income tax treatment and tax structure of the potential transaction and all materials of any kind (including tax opinions and other tax analyses) provided to the Company or such Selling Stockholder relating to that treatment and structure, without the Underwriters imposing any limitation of any kind. However, any information relating to the tax treatment and tax structure shall remain confidential (and the foregoing sentence shall not apply) to the extent necessary to enable any person to comply with securities laws. For this purpose, “tax structure” is limited to any facts that may be relevant to that treatment.
If the foregoing is in accordance with your understanding, please sign and return to us counterparts hereof, and upon the acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof shall constitute a binding agreement among each of the Underwriters, the Company and each of the Selling Stockholders. It is understood that your acceptance of this letter on behalf of each of the Underwriters is pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company and the Selling Stockholders for examination, upon request, but without warranty on your part as to the authority of the signers thereof.
 
25

			
Very truly yours,	
	
US FOODS HOLDING CORP.	
		
By:	 	 	
	 	Name:	
	 	Title:	
	
CLAYTON, DUBILIER & RICE FUND VII, L.P.	
	
By: CD&R Associates VII, Ltd.,
its General Partner	
		
By:	 	 	
	 	Name:	
	 	Title:	
	
CLAYTON, DUBILIER & RICE FUND VII (CO-
INVESTMENT), L.P.	
	
By: CD&R Associates VII (Co-Investment), Ltd.,
its General Partner	
		
By:	 	 	
	 	Name:	
	 	Title:	
	
CD&R PARALLEL FUND VII, L.P.	
	
By: CD&R Parallel Fund Associates VII, Ltd.,
its General Partner	
		
By:	 	 	
	 	Name:	
	 	Title:	
	
CDR USF CO-INVESTOR L.P.	
	
By: CDR USF Co-Investor GP Limited,
its General Partner	
		
By:	 	 	
	 	Name:	
	 	Title:	
[Signature Page to Underwriting Agreement]

			
CDR USF CO-INVESTOR NO. 2, L.P.	
	
By: CDR USF Co-Investor GP No. 2 Limited,
its General Partner	
		
By:	 	 	
	 	Name:	
	 	Title:	
	
KKR 2006 FUND L.P.	
	
By: KKR Associates 2006 L.P.,
its General Partner	
	
By: KKR 2006 GP LLC,
its General Partner	
		
By:	 	 	
	 	Name:	
	 	Title:	
	
KKR PEI FOOD INVESTMENTS L.P.	
	
By: KKR PEI Food Investments GP LLC,
its General Partner	
		
By:	 	 	
	 	Name:	
	 	Title:	
	
KKR PARTNERS III, L.P., on behalf of its Series O	
	
By: KKR III GP LLC,
its General Partner	
		
By:	 	 	
	 	Name:	
	 	Title:	
[Signature Page to Underwriting Agreement]

			
OPERF CO-INVESTMENT LLC	
	
By: KKR Associates 2006 L.P.,
its Manager	
	
By: KKR 2006 GP LLC,
its General Partner	
		
By:	 	 	
	 	Name:	
	 	Title:	
	
ASF WALTER CO-INVEST L.P.	
	
By: ASF Walter Co-Invest GP Limited,
its General Partner	
		
By:	 	 	
	 	Name:	
	 	Title:	
	
PIETRO SATRIANO	

JOHN LEDERER	
	 	 	
[Signature Page to Underwriting Agreement]

			
Accepted as of the date hereof:	
	
GOLDMAN SACHS & CO. LLC	
		
By:	 	 	
	 	Name:	
	 	Title:	
	
MORGAN STANLEY & CO. LLC	
		
By:	 	 	
	 	Name:	
	 	Title:	
	
J.P. MORGAN SECURITIES LLC	
		
By:	 	 	
	 	Name:	
	 	Title:	
On behalf of each of the Underwriters
[Signature Page to Underwriting Agreement]

SCHEDULE I

Underwriter	  	Total Number of
Firm Shares
to be Purchased	 	  	Number of Optional
Shares to be
Purchased if
Maximum Option
Exercised	 	
Goldman Sachs & Co. LLC	  	 	[●]	 	  	 	[●]	 	
Morgan Stanley & Co. LLC	  	 	[●]	 	  	 	[●]	 	
J.P. Morgan Securities LLC	  	 	[●]	 	  	 	[●]	 	
KKR Capital Markets LLC	  	 	[●]	 	  	 	[●]	 	
Merrill Lynch, Pierce, Fenner & Smith Incorporated	  	 	[●]	 	  	 	[●]	 	
Citigroup Global Markets Inc	  	 	[●]	 	  	 	[●]	 	
Credit Suisse Securities (USA) LLC	  	 	[●]	 	  	 	[●]	 	
Deutsche Bank Securities Inc	  	 	[●]	 	  	 	[●]	 	
Wells Fargo Securities, LLC	  	 	[●]	 	  	 	[●]	 	
BMO Capital Markets Corp.	  	 	[●]	 	  	 	[●]	 	
BTIG, LLC	  	 	[●]	 	  	 	[●]	 	
Guggenheim Securities, LLC	  	 	[●]	 	  	 	[●]	 	
ING Financial Markets LLC	  	 	[●]	 	  	 	[●]	 	
Rabo Securities USA, Inc.	  	 	[●]	 	  	 	[●]	 	
Natixis Securities Americas LLC	  	 	[●]	 	  	 	[●]	 	
	  	 	 	 	  	 	 	 	
Total	  	 	35,000,000	 	  	 	5,250,000	 	

									
SCHEDULE II-A
 	 	
Sponsor Selling Stockholder	  	Total Number of
Firm Shares
to be Sold	 	  	Number of Optional
Shares to be
Sold if
Maximum Option
Exercised	 	
Clayton, Dubilier & Rice Fund VII, L.P.	  	 	9,149,631	 	  	 	1,400,000	 	
Clayton, Dubilier & Rice Fund VII (Co-Investment), L.P.	  	 	2,668,643	 	  	 	408,333	 	
CD&R Parallel Fund VII, L.P.	  	 	65,147	 	  	 	9,968	 	
CDR USF Co-Investor L.P.	  	 	3,747,200	 	  	 	573,365	 	
CDR USF Co-Investor No. 2, L.P.	  	 	1,524,938	 	  	 	233,334	 	
KKR 2006 Fund L.P.	  	 	15,213,550	 	  	 	2,327,851	 	
KKR PEI Food Investments L.P.	  	 	1,219,951	 	  	 	186,666	 	
KKR Partners III, L.P., on behalf of its Series O	  	 	279,826	 	  	 	42,817	 	
OPERF Co-Investment LLC	  	 	137,244	 	  	 	21,000	 	
ASF Walter Co-Invest L.P.	  	 	304,988	 	  	 	46,666	 	
	  	 	 	 	  	 	 	 	
Total	  	 	34,311,118	 	  	 	5,250,000	 	

									
SCHEDULE II-B
 	 	
Management Selling Stockholder	  	Total Number of
Firm Shares
to be Sold	 	  	Number of Optional
Shares to be
Sold if
Maximum Option
Exercised	 	
Pietro Satriano	  	 	89,932	 	  	 	0	 	
John Lederer	  	 	598,950	 	  	 	0	 	
	  	 	 	 	  	 	 	 	
Total	  	 	688,882	 	  	 	0	 	

SCHEDULE III
 
(a)	Issuer Free Writing Prospectuses not included in the Pricing Disclosure Package	
None
 
(b)	Additional documents incorporated by reference	
None
 
(c)	Information other than the Pricing Prospectus that comprise the Pricing Disclosure Package	
The offering price per share for the Shares is $[●].
The number of Firm Shares is 35,000,000.
The number of Optional Shares is 5,250,000.

SCHEDULE IV
Name of Stockholder
 
Clayton, Dubilier & Rice Fund VII, L.P.
Clayton, Dubilier & Rice Fund VII (Co-Investment), L.P.
CD&R Parallel Fund VII, L.P.
CDR USF Co-Investor L.P.
CDR USF Co-Investor No. 2, L.P.
KKR 2006 Fund L.P.
KKR PEI Food Investments L.P.
KKR Partners III, L.P., on behalf of its Series O
OPERF Co-Investment LLC
ASF Walter Co-Invest L.P.
Pietro Satriano
Kristin M. Coleman
Steven Guberman
Andrew Iacobucci
Jay Kvasnicka
Dirk J. Locascio
Tiffany Monroe
David Rickard
Keith D. Rohland
Ty Gent
John C. Compton
Court D. Carruthers
Robert Dutkowsky
Kenneth A. Giuriceo
John A. Lederer
Vishal Patel
Carl Andrew Pforzheimer
Richard J. Schnall

Nathaniel H. Taylor
David M. Tehle

Exhibit 5.1

 
	 	 
SIDLEY AUSTIN LLP
ONE SOUTH DEARBORN STREET  
CHICAGO, IL 60603
+1 312 853 7000
+1 312 853 7036 FAX	 	 
BEIJING
BOSTON
BRUSSELS
CENTURY CITY
CHICAGO
DALLAS
GENEVA	 	HONG KONG
HOUSTON
LONDON
LOS ANGELES
MUNICH
NEW YORK
PALO ALTO	 	 
SAN FRANCISCO
SHANGHAI
SINGAPORE
SYDNEY
TOKYO
WASHINGTON, D.C.	
		 	
	 		 	FOUNDED 1866	
May 10, 2017
US Foods Holding Corp.
9399 W. Higgins Road, Suite 500
Rosemont, IL 60018
 
 	Re:	Registration Statement on Form S-1	
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-1, File No. 333-217325, filed by US Foods Holding Corp., a Delaware corporation (the “ Company ”), with the Securities and Exchange Commission (the “ SEC ”) under the Securities Act of 1933, as amended (the “ Securities Act ”), on April 14, 2017, as amended by Pre-Effective Amendment No. 1 to Form S-1 filed with the SEC on the date hereof (such registration statement, as so amended, the “ Registration Statement ”). Pursuant to the Registration Statement, the selling stockholders named in the Registration Statement (the “ Selling Stockholders ”) are selling up to 40,250,000 shares (the “ Shares ”) of the Company’s common stock, $0.01 par value per share (the “ Common Stock ”). The Shares are to be sold by the Selling Stockholders pursuant to an underwriting agreement (the “ Underwriting Agreement ”) among the Company, the Selling Stockholders and the representatives of the Underwriters named therein.
This opinion letter is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.
We have examined the Registration Statement, the exhibits thereto, the Underwriting Agreement, the Company’s Amended and Restated Certificate of Incorporation, the Company’s Amended and Restated Bylaws and the resolutions adopted by the board of directors of the Company relating to the Registration Statement, the issuance of the Shares to the Selling Stockholders and the sale of the Shares by the Selling Stockholders. We have also examined originals, or copies of originals certified to our satisfaction, of such agreements, documents, certificates and statements of the Company and other corporate documents and instruments, and have examined such questions of law, as we have considered relevant and necessary as a basis for this opinion letter. We have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the legal capacity of all persons and the conformity with the original documents of any copies thereof submitted to us for examination. As to facts relevant to the opinion expressed herein, we have relied without independent investigation or verification upon, and assumed the accuracy and completeness of, certificates, letters and oral and written statements and representations of public officials and officers and other representatives of the Company.
 
Sidley Austin LLP is a limited liability partnership practicing in affiliation with other Sidley Austin partnerships.

US Foods Holding Corp.
May 10, 2017
Page 2
 
Based on and subject to the foregoing and the other limitations, qualifications and assumptions set forth herein, we are of the opinion that the Shares are validly issued, fully paid and non-assessable.
This opinion letter is limited to the General Corporation Law of the State of Delaware. We express no opinion as to the laws, rules or regulations of any other jurisdiction, including, without limitation, the federal laws of the United States of America or any state securities or blue sky laws.
We hereby consent to the filing of this opinion letter as an Exhibit to the Registration Statement and to all references to our Firm included in or made a part of the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.

Very truly yours,	
	
/s/ Sidley Austin LLP	

Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Amendment No. 1 to Registration Statement No. 333-217325 on Form S-1 of our report dated February 27, 2017, relating to the consolidated financial statements of US Foods Holding Corp. and subsidiaries appearing in the Annual Report on Form 10-K of US Foods Holding Corp. for the year ended December 31, 2016, and to the reference to us under the heading “Experts” in the Prospectus, which is part of this Registration Statement.
/s/ DELOITTE & TOUCHE LLP
Chicago, Illinois
May 10, 2017