US Foods Holding Corp.USFD

US Foods Holding Corp. Earnings Per Share Disclosure

10-KFiled Feb 12, 20262 min read
EARNINGS PER SHARE
The Company computes EPS in accordance with ASC 260, Earnings per Share. Basic EPS is computed by dividing net income available to common shareholders by the weighted-average number of shares of common stock outstanding.
Diluted EPS is computed using the weighted average number of shares of common stock, plus the effect of potentially dilutive securities. The Company applies the treasury method to calculate the dilution impact of share-based awards—stock options, non-vested restricted shares with forfeitable dividend rights, restricted stock units, and employee stock purchase plan deferrals. The Company applies the if-converted method to calculate the dilution impact of the Series A Preferred Stock, if dilutive in the period. For the three fiscal years 2025, 2024 and 2023, share-based awards representing less than 1 million underlying common shares, were not included in the computation because the effect would have been anti-dilutive. For fiscal year 2023, Series A Preferred Stock representing 9 million of underlying common shares were included in the computation because the effect was dilutive. The Company did not have any outstanding Series A Preferred Stock during fiscal year 2025 and 2024.
The following table sets forth the computation of basic and diluted EPS:
202520242023
Numerator:
Net income
$676 $494 $506 
Less: Series A Preferred Stock dividends (1)
— — (7)
Net income available to common shareholders
$676 $494 $499 
Denominator:
Weighted-average common shares outstanding
227 241 239 
Effect of dilutive share-based awards
3 3 2 
Effect of dilutive underlying shares of the Series A Preferred Stock (2)
— — 9 
Weighted-average dilutive shares outstanding
230 244 250 
Net income per share:
Basic
$2.98 $2.05 $2.09 
Diluted
$2.94 $2.02 $2.02 
(1)    As discussed in Note 13 Common Stock and Convertible Preferred Stock, Series A Preferred Stock dividends for 2023 were paid in cash.
(2)    Under the if-converted method, outstanding shares of the Series A Preferred Stock are converted to common shares for inclusion in the calculation of weighted-average common shares outstanding-diluted. Once converted, there would be no preferred stock outstanding and therefore, no Series A Preferred Stock dividend as of December 30, 2023, the 9 million shares represent the weighted average impact on these shares during the fiscal year 2023. See Note 13 Common Stock and Convertible Preferred Stock, for details on Series A Preferred Stock.

Historical Timeline

Fiscal YearFiled
2025Feb 12, 2026Showing above
2024Feb 13, 2025
2023Feb 15, 2024
2022Feb 17, 2022
2021Feb 16, 2021
2019Feb 13, 2020
2018Feb 14, 2019
2017Feb 27, 2018

About Earnings Per Share Disclosures

The earnings per share disclosure breaks down the calculation from net income to both basic and diluted EPS, revealing the full impact of a company's capital structure on per-share economics. The reconciliation between basic and diluted share counts exposes how many stock options, RSUs, convertible securities, and warrants are potentially dilutive to existing shareholders.

Key signals: a widening gap between basic and diluted shares indicates growing dilution from equity compensation or convertible instruments. Anti-dilutive securities excluded from the diluted calculation deserve attention — they represent latent dilution that will materialize if the stock price rises. Watch for the effect of share buybacks on per-share metrics: EPS growth driven primarily by repurchases rather than income growth signals weakening fundamentals. Compare year-over-year changes in the diluted share count against equity compensation expense to assess whether management is effectively managing dilution.

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