Us Foods Holding Corp. · NYSE:USFD
Us Foods — Proxy Contest (April 2022)
95 slides from Us Foods's proxy contest presentation, Apr 27, 2022
Slide 1: Driving Growth and Value for Shareholders
WE HELP YOU MAKE IT" Driving Growth and Value for Shareholders April 26, 2022
Slide 2: Disclaimer Page
Disclaimer Page Cautionary Statements Regarding Forw: ‘ooking Information ‘Statements i this presentation which are not historical in nature are “forward-looking statements” within the meaning ofthe federal securities laws. These statements often include words such as “pelieve," “expect,” “project,”
Slide 3: Table of Contents
Table of Contents Executive Summary Overview of US Foods Balanced Strategy to Drive Long-Range Plan Our Compelling Plan to Drive Profitable Growth Our Highly Regarded Board & Corporate Governance Practices Sachem Head’s Proxy Contest Concluding Remarks Appendix GREAT FOOD. MADE EASY.” am
Slide 4: Executive Summary
GREAT FOOD. MADE EASY.” 3 am
Slide 5: Executive Summary: Key Messages
e Executive Summary Key Messages * One of America’s leading foodservice solutions companies, delivering on its promise to restaurants and other customers: “We Help You Make It” * US Foods has a track record of profitable growth, with a pre-pandemic (2015-19) Adjusted EBITDA CAGR of 8.1% driven by ba
Slide 6: US Foods at a Glance
() Executive Summary US Foods at a Glance Who We Are and What We Stand For How We Deliver Value One of America’s leading foodservice solutions companies = We offer scale and scope to meet our 250,000 customers’ needs * Our purpose is to help our customers “Make It” by providing reliable service, inn
Slide 7: Our Journey Builds on a History of Innovation
e Executive Summary Our Journey Builds on a History of Innovation and Pivots to Operational Excellence 2015-19 2020-21 2022-24 | Post-IPO CoviD Long Range Plan Case Volume CAGR - Total +0.6% (6.0%) Dee ancor restaurants, at market — Case Volume CAGR — for other customers Independent +3.9% (0.6%) Adj
Slide 8: Track Record of Shareholder Value Creation
@ Executive Summary Track Record of Shareholder Value Creation Total Shareholder Return — US Foods vs. Key Peers and S&P 500 122% 73% 71% 62% 60% 56% 35% 32% 22% 22% Sysco ==prG S&P Sysco =prG S&P Sysco =prG S&P Sysco spre S&P US. 6 500 Us. 500 Us. 500 US. 500 IPO to COVID-19!") 5-year 3-year 1-year
Slide 9: Our Innovative Platform Aims to Drive Customer Satisfaction
@ ecutive summary Our Innovative Platform Aims to Drive Customer Satisfaction Innovative Platform Offerings Digital and Value-Added Services @ Scoop: Platform for Delivering Private Brand Portfolio E-Commerce Platform Check Business Tools Innovative Products Unique program introduces Drives gross ma
Slide 10: Team-Based Resources Help Customers Succeed
6 Executive Summary Team-Based Resources Help Customers Succeed While Driving Better Business Outcomes We Offer a Broad Portfolio of Team-Based Resources and ..- That Reinforce Positive Tools to Customers... Business Outcomes Restaurant Operations Consultants (ROCs) TTT * Specialized teams to assist
Slide 11: Strategic Acquisitions' Performance in Line With Expectations
@ Executive Summary Strategic Acquisitions’ Performance in Line With Expectations Investment rationale Current performance and outlook Source: Company filings = Lae Food:Group Smart Foodservice * Filled our only meaningful whitespace gap in the Pacific Northwest = Increases scale and enhances custom
Slide 12: We Expect to Deliver $1.7bn of Adj. EBITDA in 2024
e Executive Summary We Expect to Deliver $1.7bn of Adj. EBITDA in 2024(*) Grow Profitable Further Optimize Improve Operational Market Share Gross Margins Efficiencies Grow 1.5x the Market Continue to Grow Significantly Exceed 2019 With Restaurants” Gross Profit per Case Productivity Levels Reliable
Slide 13: Consistently Evolving High-Quality Board and Governance
6 Executive Summary Consistently Evolving High-Quality Board and Governance to Support Our Business’ Changing Needs and Hold Management Accountable Regular Enhancements Since IPO in 2016 Independent »Nonndopendent s<5Yeare «5-10 Years sisi a Experienced public company CFO Sunil Gupta Digital technol
Slide 14: Sachem Head's Erratic Proposals Have Impeded a Settlement
e Executive Summary Sachem Head’s Erratic Proposals Have Impeded a Settlement Il Us Foods Proposals _l_Sachem Head Proposals Minority of directors + Exec Chair ‘October 15, 2021 ‘Sachem Head requested that US Foods appoint three Sachem Head candidates to the Board and make Bernardo Hees Executive Ch
Slide 15: Rigorous Goals Have Ensured Alignment Between Pay and Performance
() Executive Summary Rigorous Goals Have Ensured Alignment Between Pay and Performance O Compensation Linked to Performance @LTIP + AIP wSalary n Awards Further n Compensation with Shareholders’ Interests To achieve threshold performance (i.e., to receive any award payment), the share price would ne
Slide 16: US Foods Has a Clear Path to Create Value for Shareholders
@ ecutive sunmay US Foods Has a Clear Path to Create Value for Shareholders Best-in-class customer proposition, including Scoop, private brands, e-commerce, value-add services and omni-channel Clear capital allocation priorities, with line-of-sight to 2.5-3.0x target Net Leverage Ratio and subsequen
Slide 17: Vote FOR All US Foods Nominees on the WHITE Proxy Card
FOODS WE URGE YOU TO PROTECT THE VALUE OF YOUR INVESTMENT IN US FOODS BY VOTING “FOR” ALL OF US FOODS’ NOMINEES ON THE WHITE PROXY CARD TODAY. GREAT FOOD. MADE EASY.” FOODS:
Slide 18: Overview of US Foods
> 4 Overview of gs Foods a j ( es € wa : GREAT FOOD. MADE EASY.” 7 an
Slide 19: Overview of US Foods: Summary Perspectives
e Overview of US Foods Summary Perspectives We are one of America’s leading foodservice solutions companies, with a purpose to help our customers Make It One of three national foodservice players in an industry where scale drives profitability Portfolio is diversified across customer types, with a h
Slide 20: US Foods at a Glance
e Overview of US Foods. US Foods at a Glance Who We Are and What We Stand For How We Deliver Value One of America's leading foodservice solutions companies = We offer scale and scope to meet our 250,000 customers’ needs * Our purpose is to help our customers “Make It” by providing reliable service,
Slide 21: Breakdown of Our Business
@ Overview of US Foods Breakdown of Our Business Beverage Products Produce 5% Rest of Independent Equipment, 5% Industry Restaurants Disposables & Supplies Other Dairy Top2 Players 65% Meats & Seafood Neenialty. Refrigerated & Frozen Grocery Chain Dry Grocery Restaurants Our customers value foodserv
Slide 22: Advantage of National Footprint and Diversified Customer Base
e Overview of US Foods Advantage of National Footprint and Diversified Customer Base @ US Foods Distribution Center States with Cash and Carry Stores 69 81 ~80% 34% 4 ie Di ion Cash and of Sales via Private les ee s Carry Stores e-Commerce Brand Sales Associates Note: Figures reflect 2022 data GREAT
Slide 23: How We Deliver a Unique Value Proposition
e Overview of US Foods How We Deliver a Unique Value Proposition Profitably Grow Market Share Delivering reliable service and fresh quality = Advancing differentiated solutions Overview Accelerating the omni- channel platform Key 2021 Proof Points ~$1bn in net new national customer wins in 2020-2021
Slide 24: Our Strategy Targets the Most Attractive Areas in Foodservice
e Overview of US Foods. Our Strategy Targets the Most Attractive Areas in Foodservice $ in billions i 2025 Market size $125 2021 Market Size $113 Primary Customer Types Targeted by US Foods $77 $71 $38 43 $31 $28 $19 $23 $22 $18 gi7 $19 Independent Hospitality Healthcare Retail Education National Ch
Slide 25: Our Innovative Platform Aims to Drive Customer Satisfaction
@ Overview of US Foods Our Innovative Platform Aims to Drive Customer Satisfaction 2016 2017 2018 2019 2020 202t Innovative Platform Offerings Digital and Value-Added Services Scoop: Platform for : : Delivering Private Brand Portfolio [MEM E-Commerce Platform Check Business Tools Innovative Products
Slide 26: Team-Based Resources Help Customers Succeed
e Overview of US Foods Team-Based Resources Help Customers Succeed While Driving Better Business Outcomes We Offer a Broad Portfolio of Team-Based Resources and ..- That Reinforce Positive Tools to Customers... Business Outcomes Restaurant Operations Consultants (ROCs) TTT * Specialized teams to ass
Slide 27: Omni-Channel Offering Allows Customers to Shop When and Where They Want
® Overview of US Foods Omni-Channel Offering Allows Customers to Shop When and Where They Want Broadline delivered is the heart of our business, supplying ~250,000 customer locations nationwide, and is augmented by our omni-channel strategy GREAT FOOD. MADE EASY. Virtual marketplace accessible onlin
Slide 28: Key Performance Drivers for US Foods
e Overview of US Foods Key Performance Drivers for US Foods Best-in-class customer proposition, including Scoop, private brands, e-commerce, value-add s and omni-channel Clear capital allocation priorities, with line-of-sight to 2.5-3.0x target Net Leverage Ratio and subsequent expected initiation o
Slide 29: 2B US.
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Slide 30: Balanced Strategy to Drive Long-Range Plan
e Balanced Strategy to Drive Long-Range Plan Summary Perspectives = We have demonstrated our ability to grow topline / organic case volume * Performance fell short of 2018 investor day targets = We have improved EBITDA margins, primarily through Gross Profit - we fell short on expectations we set on
Slide 31: Consistent Growth Against Target Independent Customers
e Balanced Strategy to Drive Long-Range Plan Consistent Growth Against Target Independent Customers % YoY growth % Historical Net Sales ($bn) Pre COVID-19 COVID-19 Impact COVID-19 recovery 2.9%: Pre-COVID CAGR, $24.1 $24.2 FY 2015 FY 2016 FY 2017 Fy 2018" FY 2019 C01% > 3h Care%, 0.6%: Pre-COVID CAG
Slide 32: Steady Improvement in Profitability and Return On Capital
e Balanced Strategy to Drive Long-Range Plan Steady Improvement in Profitability and Return On Capital Historical Adj. EBITDA ($bn) Pre COVID-19 COVID-19 Impact COVID-19 recovery Historical Adj. Diluted Earnings Per Share (USD) 7 Vou growth 8.0%: Pre- CovID CAGR $1.75 228 $1.64 Sa a $1.55 FY 2015 FY
Slide 33: Net Sales Growth Driven by Growth with Target Customer Types
e Balanced Strategy to Drive Long-Range Plan Net Sales Growth Driven by Growth with Target Customer Types Historical Net Sales ($bn) Strategically exited 18 large YoY growth % customers due to contract outlook, which drove volume decline and reduced Net sales growth 2.9%: 2015 - 2019 CAGR 25.9 S254
Slide 34: Strong Adjusted EBITDA Growth and Margin Expansion
e Balanced Strategy to Drive Long-Range Plan Strong Adjusted EBITDA Growth a Result of Growth with Target Customer Types and Margin Expansion Historical Adj. EBITDA ($bn) Historical Adj. EBITDA margin jon : ___sae recom ASE margin expan’ __ sare pe conee —— 1%: Pre-© an OT ae an OT ae an 4.6% 46% 4.
Slide 35: Performance Fell Short of 2018 Investor Day Target
e Balanced Strategy to Drive Long-Range Plan Performance Fell Short of 2018 Investor Day Target Strategically exited 18 large customers due to contract outlook, which drove volume dectine Target ‘tual Target Actual 2018 2018 2019-2020 2019 Case Growth of. (4 0, CAG 0, % Change vs PY 1.2% 1.2%) 34% 4
Slide 36: Immediate Response During COVID to Ensure Long-Term Success
e Balanced Strategy to Drive Long-Range Plan Immediate Response During COVID to Ensure Long-Term Success Organic Case Growth by Quarter Transition to Support the Long-term Health of the Company YOY percent change Total Independent Restaurants 80% 40% 0% (40)% 2020 2024 Xx A (80)% a 03) tt ak Total (
Slide 37: Our Initiatives in 2021 Contributed to Significant Earnings Growth
e Balanced Strategy to Drive Long-Range Plan Our Initiatives in 2021 Contributed to Significant Earnings Growth Grew Profitable Market Share Optimized Gross Margins Improved Operational Efficiencies ~ $1bn in Net New National Customer Wins” 27% Organic Independent Growth” Solid service platform and
Slide 38: Significant Sales, Earnings and Margin Improvement in FY 2021
@ Balanced Strategy to Drive Long-Range Plan Significant Sales, Earnings and Margin Improvement in FY 2021 Full Year Net Sales Full Year Adjusted Full Year Adjusted Full Year Adjusted ($bn) Gross Profit ($bn) EBITDA ($bn) Diluted EPS $29.5 $4.8 $1.55 $22.9 $3.8 $1.4 $0.6 $0.22 @e fy FY 2020 FY 2021
Slide 39: All Q1 2022 Metrics Show Significant Improvement Year Over Year
eS Balanced Strategy to Drive Long-Range Plan All Q1 2022 Metrics) Show Significant Improvement Year Over Year Net Sales ($bn) Adjusted EBITDA ($mm) $878 $241 $6.3 $172 Qt 2021 Q1 2022 Qt 2021 a1 2022 Adjusted Diluted EPS $0.36 $0.12 Net debt / EBITDA 75x 43x Qt 2021 Q1 2022 Q1 2021 Q1 2022 = Curren
Slide 40: Strategic Acquisitions' Performance in Line With Expectations
e Balanced Strategy to Dri Long-Range Plan Strategic Acquisitions’ Performance in Line With Expectations Investment rationale Current performance and outlook Source: Company filings = Nd Food:Group Smart Foodservice Filled our only meaningful whitespace gap in the Pacific Northwest Increases scale a
Slide 41: Smart Foodservice & KKR Investment in Context
e Balanced Strategy to Drive Long-Range Plan Smart Foodservice & KKR Investment in Context Compelling Strategic Acquisition March 2020 US Foods acquired Smart Foodservice to step-change its scale in the high-growth and strategically complementary cash and carry channel of the foodservice industry Th
Slide 42: Compelling Long-Term Opportunity in Cash and Carry
@® Balanced Strategy to Drive Long-Range Plan Compelling Long-Term Opportunity in Cash and Carry Today?) = $17bn cash and carry channel of the foodservice industry States Served 12 is growing at 5.3% annually vs. 3.5% for delivered Opportunity to grow and retain customers that use both delivered and
Slide 43: Track Record of Shareholder Value Creation
e Balanced Strategy to Drive Long-Range Plan Track Record of Shareholder Value Creation Total Shareholder Return — US Foods vs. Key Peers and S&P 500 122% 73% 71% 0/ 62% 60% 56% 35% 32% 28% d 22% 22% - Sysco ==pr6 S&P Sysco ==pFG S&P Sysco ==pF6 S&P Sysco —=pr@ S&P US. 6 500 Us. 500 Us. 500 US. 500
Slide 44: Analysts Agree Our Strategy and Execution Are Producing Results
e Balanced Strategy to Drive Long-Range Plan Analysts Agree Our Strategy and Execution Are Producing Results Earnings & Profitability Upside | ‘US Foods continues to make progress on various strategic initiatives aimed at helping customers ... we believe the company's continued work around helping t
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Slide 46: Our Compelling Plan to Drive Profitable Growth
t+) ‘Our Compelling Plan to Drive Profitable Growth Summary Perspectives COVID-19 had a dramatic impact on the foodservice industry, from which the industry has not completely recovered = Our three-pronged approach is expected to deliver $1.7bn of Adjusted EBITDA in 2024 = Our recent results and pro
Slide 47: COVID Reset the Foodservice Industry's Operations
GREAT FOOD. MADE EASY.” C:] Our Compelling Plan to Drive Profitable Growth COVID Reset the Foodservice Industry’s Operations; Industry Expected to Recover to 2019 Levels in 2024 | | % 8 o 3 $346bn $298bn S = Pre - COVID to 2021 > COVID recovery and beyond 2 2 S|] = The foodservice industry had exper
Slide 48: We Expect to Deliver $1.7bn of Adj. EBITDA in 2024
C:] ‘Our Compelling Plan to Drive Profitable Growth We Expect to Deliver $1.7bn of Adj. EBITDA in 2024(*) Grow Profitable Further Optimize Improve Operational Market Share Gross Margins Efficiencies Grow 1.5x the Market Continue to Grow Significantly Exceed 2019 With Restaurants” Gross Profit per Ca
Slide 49: Profitably Growing Market Share
e ‘Our Compelling Plan to Drive Profitable Growth ~ $290mm Adj. Profitably Growing Market Share EBITDA Growth Reliable Service Platform Fresh Leadership ferentiated Customer Solutions Omni-Channel Initiatives and Timing Build out-sourcing & recovery teams to mitigate current supply issues (2022) + I
Slide 50: Further Optimizing Gross Margins
eo ‘Our Compelling Plan to Drive Profitable Growth cr ~ $325mm Adj. Further Optimizing Gross Margins | EBITDA Growth") _ Initiatives and Timing Negotiate terms and optimize vendor relationships in line with purchasing scale (2022-2024) Optimize assortment to improve warehouse efficiency and drive be
Slide 51: Improving Operational Efficiencies
C3] ‘Our Compelling Plan to Drive Profitable Growth Improving Operational Efficiencies (EBITDA Growth Routing Transformation Operations Foundation Warehouse Automation Back Office Simplification ~ $235mm Adj. Initiatives and Timing Reduce waste in miles resulting from changing customer patterns duri
Slide 52: Our Operating Initiatives Have Already Begun Delivering Tangible Results
eo ‘Our Compelling Plan to Drive Profitable Growth Our Operating Initiatives Have Already Begun Delivering Tangible Results Areas of focus What is different and how it enhances our likelihood of success + Significant talent adds in several functions, including Supply Chain and Program Management = I
Slide 53: Our Q1 Performance Reflects Strong Progress Against Our Initiatives
Our Q1 Performance Reflects Strong Progress Against Our Initiatives ay Net sales increased 24% to $7.8 billion Total case volume increased 4% versus the same period in FY 2021 Independent restaurant case volume increased approximately 9% versus the same period in FY 2021 \g Plan to Drive Profitable
Slide 54: Estimated Adjusted EBITDA Growth Drivers
eo Our Compelling Plan to Drive Profitable Growth Volume Growth, Gross Margin Expansion and Operating Expense Efficiency All Expected to Contribute to EBITDA Growth ESTIMATED ADJUSTED EBITDA GROWTH DRIVERS $ Millions ~$235mm (~$210mm) ~$290mm oo $1,057mm oo from '21 to ‘24E. Projected CAGR of 17.2%
Slide 55: FY 2024 Adjusted EBITDA and EPS Could Be More Than 40% Above FY 2019
6 ‘Our Compelling Plan to Drive Profitable Growth We Anticipate That FY 2024 Adjusted EBITDA and Adjusted Diluted EPS Could Be More Than 40% Above FY 2019 Restaurants: ~1.5x market Volume All other: ~1x market Adjusted EBITDA ~ $1.7bn Adjusted Diluted EPS ~$3.40 CapEx as a % of Net -1.3% —1.4% Sales
Slide 56: Strong EBITDA and Cash Flow Growth Expected to Create Shareholder Value
eo ‘Our Compelling Plan to Drive Profitable Growth Strong Adjusted EBITDA and Cash Flow Growth Expected to Lead to Significant Shareholder Value Creation Prudent Capital EBITDA Growth ieee Es WEEN We anticipate FY 2024 v Profitable volume v_ Invest in the business Estimateea Diluted Oo growth and ma
Slide 57: Deep Bench of Management Team and New Hires
C:) ‘Our Compelling Plan to Drive Profitable Growth Deep Bench of Management Team and New Hires to Drive Long-Range Plan PIETRO SATRIANO Chief Executive Officer DIRK LOCASCIO Chief Financial Officer GUY BABBITT SVP, Shared Business Services KRISTIN COLEMAN EVP, General Counsel Leadership experience
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Slide 59: Our Highly Regarded Board & Corporate Governance Practices
Cs] Our Highly Regarded Board & Corporate Governance Practices Summary Perspectives = The Board brings together diverse, relevant and complementary experiences and skillsets, with continual renewal as indicated by 6 new directors in last 4 years = Regular enhancements since 2016 IPO demonstrate comm
Slide 60: Significantly Refreshed and Diverse Board
e Our Highly Regarded Board & Corporate Governance Practices Significantly Refreshed and Diverse Board We have added six new i pendent members i e last four years, five of whom are diverse = Independent = Non-Independent «<5 Years »5- 10 Years =a Ann Ziegler So Experienced public company CFO _ Sunil
Slide 61: Thoughtfully Chosen Directors Provide Complementary Skillsets
e Our Highly Regarded Board & Corporate Governance Practices Thoughtfully Chosen Directors Provide Complementary Skillsets Highly qualified and focused on growth and profitability Role Key Skills Executive Committee Compensation Committee (Chair) Audit Committee ‘Compensation Committee Court Carruth
Slide 62: Thoughtfully Chosen Directors Provide Complementary Skillsets (cont'd)
e Our Highly Regarded Board & Corporate Governance Practices Thoughtfully Chosen Directors Provide Complementary Skillsets (cont’d) ied and focused on growth at rofitability Key Skills Audit Committee Sunil Gupta Nom / Gov Committee Andy Pforzheimer Compensation Committee Quentin Roach CEO Pietro Sa
Slide 63: Thoughtfully Chosen Directors Provide Complementary Skillsets (cont'd)
e Our Highly Regarded Board & Corporate Governance Practices Thoughtfully Chosen Directors Provide Complementary Skillsets (cont’d) Highly qualified and focused on growth and profitability Key Skills Independent director (KKR designee) Nathaniel Taylor Executive Committee Audit Committee (Chair) ‘Co
Slide 64: Thoughtfully Chosen Directors Provide Complementary Skillsets (cont'd)
® Our Highly Regarded Board & Corporate Governance Practices Thoughtfully Chosen Directors Provide Complementary Skillsets (cont’d) + Each director nominee was nominated based on the unique experience, qualifications and skills that he or she brings to the Board + This blend of diverse backgrounds p
Slide 65: Commitment to High Standards of Corporate Governance
e Our Highly Regarded Board & Corporate Governance Practices Commitment to High Standards of Corporate Governance Regular enhancements demonstrate Board’s commitment to highly regarded governance practices Governance Highlights Regular Enhancements Since IPO in 2016 Declassified Board — all director
Slide 66: Robust 2021 Compensation Plan That is Substantially At-Risk
e Our Highly Regarded Board & Corporate Governance Practices Robust 2021 Compensation Plan That is Substantially “At-Risk” CEO Base Salary Designed to support our long-range plan by providing executives with an ownership stake in the Company and aligning executives’ interests with our shareholders’
Slide 67: Rigorous Goals Have Ensured Alignment Between Pay and Performance
e Our Highly Regarded Board & Corporate Governance Practices Rigorous Goals Have Ensured Alignment Between Pay and Performance EO Compensation Linked to Performance BLTIP +AIP uSalary Value Cre: n Compensation Shareholders’ Interests To achieve threshold performance (i.e., to receive any award payme
Slide 68: LTIP Thoughtfully Constructed and Responsive to Shareholder Feedback
e Our Highly Regarded Board & Corporate Governance Practices LTIP Thoughtfully Constructed and Responsive to Shareholder Feedback formance-based RSUs comprise 50% of the 2022 LTIP award value ; * Based on competitive benchmarking and feedback from =PRSU eRSU Options conversations with our shareholde
Slide 69: Focused on Our Key Business Sustainability Drivers
e Our Highly Regarded Board & Corporate Governance Practices Focused on Our Key Business Sustainability Drivers Growing our portfolio of local, sustainable products ¥ Hungry for Better program + Includes 2,300+ products Launched following a 2018 third-party- led assessment of sustainability ¥ 1,250+
Slide 70: A Leader in Expanding Access to Sustainable and Healthy Food
e Our Highly Regarded Board & Corporate Governance Practices A Leader in Expanding Access to Sustainable and Healthy Food ~~ LOCAL HUNGRY ~ SUSTAINABLE ~ WELL-BEING Local * 75+ Suppliers = Launched in 2018, our Serve Local program better connects our customers with their regional farmers, producers
Slide 71: n US.
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Slide 72: Sachem Head's Proxy Contest: Summary Perspectives
e ‘Sachem Head’s Proxy Contest Summary Perspectives = We have tried hard to avoid a proxy contest, but the erratic nature of Sachem Head’s proposals and its aggressive demands from the beginning have impeded a settlement = Sachem Head presented an unbalanced set of proposals for our business that fo
Slide 73: Sachem Head's Erratic Proposals Have Impeded a Settlement
e ‘Sachem Head’s Proxy Contest Sachem Head’s Erratic Proposals Have Impeded a Settlement Us Foods Proposals Bl. Sachem Head Proposals Minority of directors + Exec Chair ‘October 15, 2021 ‘Sachem Head requested that US Foods appoint three Sachem Head candidates to the Board and make Bernardo Hees Exe
Slide 74: Sachem Head Presented an Unbalanced Set of Proposals
e ‘Sachem Head’s Proxy Contest Sachem Head Presented an Unbalanced Set of Proposals for Our Business, Highly Duplicative With What Is Currently Underway Little to no focus on customers and sales Customers & Sales 2. Few ideas focused on improving customer experience and growing volume Substantially
Slide 75: Sachem Head's Nominees Do Not Add Skills Not Already Represented
e ‘Sachem Head’s Proxy Contest Sachem Head’s Nominees Do Not Add Skills or Expertise That Are Not Already Represented on Our Board US Foods’ Impressions + Relevant supply chain experience + No outside public company board experience + Limited industry experience + Abruptly resigned from UPS in 2020
Slide 76: Sachem Head Has Demonstrated Poor Judgment
e ‘Sachem Head’s Proxy Contest Sachem Head Has Demonstrated Poor Judgment For six months, Sachem Head insisted on Mr. Hees as a non-negotiable precondition to any settlement despite our concerns including: +The more than $50 billion of value destruction he oversaw during his time as CEO of Kraft Hei
Slide 77: US.
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Slide 78: Concluding Remarks
@ Concluding Remarks Concluding Remarks Our Strategy is Balanced and Right for US Foods Our Compelling Plan to Drive Profitable Growth Our Board & Governance . Practices Are Highly Regarded We Have Sought to Avoid a Proxy Contest with Sachem Head One of America’s leading foodservice solutions compan
Slide 79: Vote FOR All US Foods Nominees on the WHITE Proxy Card
FOODS WE URGE YOU TO PROTECT THE VALUE OF YOUR INVESTMENT IN US FOODS BY VOTING “FOR” ALL OF US FOODS’ NOMINEES ON THE WHITE PROXY CARD TODAY. GREAT FOOD. MADE EASY.” FOODS:
Slide 80: np US.
GREAT FOOD. MADE EASY.” np US.
Slide 81: Non-GAAP Financial Measures
Slide 82: Non-GAAP Reconciliation - Adjusted EBITDA and Adjusted Net Income
Slide 83: Non-GAAP Reconciliation - Adjusted EBITDA and Adjusted Net Income
Slide 84: Non-GAAP Reconciliation - Adjusted EBITDA and Adjusted Net Income
Slide 85: Non-GAAP Reconciliation - Adjusted EBITDA Pro-Forma View
Slide 86: Non-GAAP Reconciliation - Adjusted Gross Profit
Slide 87: Non-GAAP Reconciliation - Adjusted Gross Profit
Slide 88: Non-GAAP Reconciliation - Adjusted Diluted Earnings Per Share (EPS)
Slide 89: Non-GAAP Reconciliation - Adjusted Diluted Earnings Per Share (EPS)
Slide 90: Non-GAAP Reconciliation - Adjusted Diluted Earnings Per Share (EPS)
Slide 91: Non-GAAP Reconciliation - Return on Invested Capital (ROIC)
Slide 92: Non-GAAP Reconciliation - Return on Invested Capital (ROIC)
Slide 93: Non-GAAP Reconciliation - Adjusted EBITDA and Adjusted Net Income
Slide 94: Non-GAAP Reconciliation footnotes
Slide 95: Non-GAAP Reconciliation - Return on Invested Capital (ROIC)