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US Foods Announces Launch of Secondary Public Offering of Common Stock

May 10, 2017

ROSEMONT, Ill.--(BUSINESS WIRE)-- US Foods Holding Corp. (NYSE:USFD), today announced the launch of a secondary public offering of its common stock. Investment funds associated with Clayton, Dubilier & Rice, LLC (“CD&R”) and Kohlberg Kravis Roberts & Co. L.P. (“KKR”) and certain members of management and the board of directors (collectively, the “Selling Stockholders”) are offering for sale to the public 35,000,000 shares of US Foods’ common stock owned by them. In connection with the offering, investment funds associated with CD&R and KKR will grant to the underwriters a 30-day option to purchase from such Selling Stockholders up to an additional 5,250,000 shares of common stock. US Foods is not selling any stock in this transaction and will not receive any proceeds from the sale of the shares of common stock by the Selling Stockholders.

Goldman Sachs & Co. LLC, Morgan Stanley and J.P. Morgan are acting as joint book-running managers for the offering and the representatives of the underwriters. BofA Merrill Lynch, Citigroup, Credit Suisse, Deutsche Bank Securities, Wells Fargo Securities and KKR Capital Markets are also serving as joint book-running managers for the offering and BMO Capital Markets, BTIG, Guggenheim Securities, ING, Rabo Securities and Natixis are serving as co-managers for the offering.

A registration statement, including a prospectus, on Form S-1 relating to the offering has been filed with the U.S. Securities and Exchange Commission (“SEC”), but has not yet become effective. The Selling Stockholders’ shares may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective.

The offering will be made only by means of a prospectus. Copies of the prospectus related to the offering may be obtained from Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, NY 10282, by telephone toll-free at 1-866-471-2526 or by email at prospectus-ny@ny.email.gs.com; from Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014; or from J.P. Morgan Securities LLC, Attention: Prospectus Department c/o Broadridge Financial Solutions, Long Island Avenue, Edgewood, NY, 11717, by telephone toll-free at 1-866-803-9204. The registration statement is available on the SEC’s website at www.sec.gov under US Foods’ name.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About US Foods

US Foods is one of America’s great food companies and a leading foodservice distributor, partnering with approximately 250,000 chefs, restaurants and foodservice operators to help their businesses succeed. With nearly 25,000 employees and more than 60 locations, US Foods provides its customers with a broad and innovative food offering and a comprehensive suite of e-commerce, technology and business solutions. US Foods is headquartered in Rosemont, IL, and generates approximately $23 billion in annual revenue.

Source: US Foods

US Foods

INVESTOR CONTACT:

Melissa Napier

(847) 720-2767

Melissa.Napier@usfoods.com

or

MEDIA CONTACT:

Sara Matheu

(847) 720-2392

Sara.Matheu@usfoods.com

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