SEC Comment Letter 0000000000-23-002853 to US Foods Holding Corp. (USFD) (CIK 0001665918) (USFD)
US Foods Holding Corp. (USFD) (CIK 0001665918)
Date: March 22, 2023 · CIK: 0001665918 · Accession: 0000000000-23-002853
AI Filing Summary & Sentiment
File numbers found in text: 001-37786
Letter
United States securities and exchange commission logo March 22, 2023 David Flitman Chief Executive Officer US Foods Holding Corp. 9399 W. Higgins Road, Suite 100 Rosemont, IL 60018 Re:US Foods Holding Corp. Form 10-K for the Fiscal Year Ended December 31, 2022 Filed February 17, 2023 File No. 001-37786 Dear David Flitman: We have reviewed your filing and have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this comment within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this comment, we may have additional comments. Form 10-K for the Fiscal Year Ended December 31, 2022 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Non-GAAP Reconciliations, page 27 1.We note that you make an adjustment for business transformation costs in calculating adjusted net income and that you have incurred such costs in every period from 2014 on. Please tell us how you determined that these costs are not normal, recurring, cash operating expenses. Refer to Question 100.01 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations.
FirstName LastNameDavid Flitman Comapany NameUS Foods Holding Corp. March 22, 2023 Page 2 FirstName LastName David Flitman US Foods Holding Corp. March 22, 2023 Page 2 We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact Tony Watson at (202) 551-3318 or Joel Parker at (202) 551-3651 if you have questions. Sincerely, Division of Corporation Finance Office of Trade & Services
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United States securities and exchange commission logo
March 22, 2023
David Flitman
Chief Executive Officer
US Foods Holding Corp.
9399 W. Higgins Road, Suite 100
Rosemont, IL 60018
Re:US Foods Holding Corp.
Form 10-K for the Fiscal Year Ended December 31, 2022
Filed February 17, 2023
File No. 001-37786
Dear David Flitman:
We have reviewed your filing and have the following comment. In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this comment, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2022
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Non-GAAP Reconciliations, page 27
1.We note that you make an adjustment for business transformation costs in calculating
adjusted net income and that you have incurred such costs in every period from 2014 on.
Please tell us how you determined that these costs are not normal, recurring, cash
operating expenses. Refer to Question 100.01 of the Non-GAAP Financial Measures
Compliance and Disclosure Interpretations.
FirstName LastNameDavid Flitman
Comapany NameUS Foods Holding Corp.
March 22, 2023 Page 2
FirstName LastName
David Flitman
US Foods Holding Corp.
March 22, 2023
Page 2
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
You may contact Tony Watson at (202) 551-3318 or Joel Parker at (202) 551-3651 if you
have questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services