Us Foods Holding Corp. · NYSE:USFD
Us Foods — Proxy Contest (May 2022)
18 slides from Us Foods's proxy contest presentation, May 2, 2022
Slide 1: Correcting the Record
WE HELP YOU MAKE IT” Correcting the Record April 29, 2022
Slide 2: Disclaimer Page
Disclaimer Page Cautionary Statements Regarding Forward-Looking Information ‘Statements inthis presentation which are not historical in nature are forvardJooking statements" within the meaning of the federal secures laws. These statements often include words such as “pelieve,” “expect -projectantici
Slide 3: Table of Contents
Table of Contents (1) TSR and Share Price Performance Page 3 e Food Group and Smart Foodservice M&A Deals Pages 4&5 C3] KKR Investment Page 6 (4) 2018 Investor Day Page 7 © EBITDA Margins Page 8 e Supply Chain Improvements Pages 9 & 10 @ Director Independence & Transparency Page 11 ; U5. GREAT FOOD.
Slide 4: US Foods' TSR Analysis Is Sound & Shows Strong Recent Progress
US Foods’ TSR Analysis Is Sound & Shows Strong Recent Progress US Foods’ TSR analysis is calculated as of October 6, 2021, the unaffected date before Sachem Head’s ‘Schedule 13D filing the next day * This is a widely accepted benchmark used by investors, proxy advisory firms and others in activist s
Slide 5: Food Group Acquisition Was Highly Strategic & Reasonably Priced
Food Group Acquisition Was Highly Strategic & Reasonably Priced ‘SHCM View | USFD View Headline Value $1,800 $1,800 (Less): Divestitures (90) Value Net of Divestitures $1,710 NPV of Tax Benefit (260) Net Value Paid $1,450 Pre-Synergy EBITDA $95 Synergies 65 EBITDA With Synergies $147 $160 Transactio
Slide 6: Smart Foodservice Acquisition Enhanced Omni-Channel Presence & Was Not Funded With KKR Proceeds
© e+ ro and smart Foodsenice Mea Det Smart Foodservice Acquisition Enhanced Omni-Channel Presence & Was Not Funded With Proceeds From KKR Investment * Smart Foodservice acquisition is critical to US Foods’ long-term strategy of growing omni-channel offerings, is performing well and will drive higher
Slide 7: KKR Financing a Prudent Insurance Policy During the Depths of COVID
© cimesinent KKR Financing a Prudent Insurance Policy During the Depths of COVID From a Strong Partner With Aligned Incentives In late March through April 2020, US Foods was operating in an unprecedented environment, having lost 65% of its business as the pandemic shuttered restaurants and other cus
Slide 8: Material Progress Against 2018 Investor Day Targets Prior to COVID
© 2: mse US Foods Had Made Material Progress on Delivering Against 2018 Investor Day Targets Prior to COVID Failure to deliver on long-term targets set at its 2018 investor day + we he conpred S05 pe cOMD 200 gine a2. ac eso proms made at Sines +The ests te ce he Company mised alot every target \ I
Slide 9: Meaningful Margin Progress Pre-Pandemic and Plan to Drive Margin Expansion
ee US Foods Made Meaningful Margin Progress Pre-Pandemic and Has a Plan to Drive Margin Expansion * US Foods acknowledges that its pre-pandemic margin progress was not as rapid as initially expected, driven by discrete operational issues and tumover in our supply chain leadership in the pre-COVID pe
Slide 10: Changes in Supply Chain Management Are Well Underway
© 007 cran mprovenens Changes in Supply Chain Management Are Well Underway, Resulting in Greater Alignment of Sales and Supply Chain to Grow EBITDA We have ret led the supply chai = After our previous Chief Supply Chain Officer unexpectedly resigned for personal reasons, it was challenging to recrui
Slide 11: Supply Chain Changes Aligning Sales and Supply Chain (Cont'd)
@ 21009 chain improvements Changes in Supply Chain Management Are Well Underway, Resulting in Greater Alignment of Sales and Supply Chain to Grow EBITDA (Cont’d) Our sales & supply chain teams work collaboratively to drive EBITDA dollar growth = Sales teams are motivated to make decisions that suppo
Slide 12: Sachem Head's Attacks on Director Independence and Transparency Are Unfounded
@© vvecirtntependonce&trnepareny Sachem Head’s Attacks on Director Independence and Transparency Are Unfounded Excluded directors are the wrong choice for shareholders in our opinion 26a ‘CHERYL BACHELDER. Object concerns eyond Nate Taylor, none of our directors have any material relationship or con
Slide 13: 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. c US. FOODS GREAT FOOD. MADE EASY.”
Slide 14: Appendix
é APPENDIX GREAT FOOD. MADE EASY.” 13 aa
Slide 15: Non-GAAP Financial Measures
Non-GAAP Financial Measures We report our financial results in accordance with U.S. generally accepted accounting principles ("GAAP"), However, EBITDA and Adjusted EBITDA are non-GAAP financial measures regarding our operational performance and liquidity. These non-GAAP financial measures exclude th
Slide 16: Non-GAAP Reconciliation - Adjusted EBITDA and Adjusted Net Income
Non-GAAP Reconciliation - Adjusted EBITDA and Adjusted Net Income For the year ended December 28, January 2, (S in millions) —_—_2i9_____ a Net income (GAAP) $385 $168 Interest expense—net 184 285 Income tax provision 126 25 Depreciation expense att 253 ‘Amortization expense St 146 EBITDA (Non-GAAP)
Slide 17: Non-GAAP Reconciliation - Adjusted EBITDA and Adjusted Net Income
Non-GAAP Reconciliation - Adjusted EBITDA and Adjusted Net Income Consists of fees paid to the Sponsors for consulting and management advisory services. Consists primarily of severance and related costs, organizational realignment costs and asset impairment charges. ‘Share-based compensation expense
Slide 18: WE HELP YOU
WE HELP YOU Us. MAKE IT”