CORRESP 1 filename1.htm SEC Letter

 

LOGO

July 12, 2013

VIA EDGAR AND HAND DELIVERY

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

 

Attention: Mara L. Ransom, Assistant Director
     Jennifer López, Staff Attorney
     Lilyanna Peyser, Special Counsel

 

Re: US Foods, Inc.
     Registration Statement on Form S-1
     File No. 333-189142

Ladies and Gentlemen:

US Foods, Inc. (the “Company”) hereby acknowledges its responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above-referenced Registration Statement. The Company hereby acknowledges that:

 

   

should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

 

   

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 

   

the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We appreciate your assistance in our compliance with applicable disclosure requirements and in enhancing the overall disclosures in our filings.

 

Very truly yours,
/s/ Juliette W. Pryor
Juliette W. Pryor

Executive Vice President, General Counsel,

and Chief Compliance Officer

US Foods, Inc.

 

cc: Allan D. Swanson, Chief Financial Officer
   Dirk Locascio, Corporate Controller
   Gail Sharps Myers, Senior Vice President & Deputy General Counsel
   James Pyle, Associate General Counsel
   US Foods, Inc.

 

   Kevin T. Collins
   Elaine Wolff
   Jenner & Block LLP