Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

November 7, 2024

_____________________________________________________________________________________

Date of Report (Date of earliest event reported)

US FOODS HOLDING CORP.

(Exact name of registrant as specified in its charter)

Delaware

001-37786

26-0347906

(State or other jurisdiction of
incorporation)

(Commission File Number)

(I.R.S. Employer
Identification Number)

9399 W. Higgins Road, Suite 100

Rosemont, IL 60018

(Address of principal executive offices) (Zip code)

(847) 720-8000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01 per share

USFD

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On November 7, 2024, US Foods Holding Corp. issued a press release announcing its financial results for the fiscal third quarter ended September 28, 2024. A copy of the press release is attached hereto as Exhibit 99.1.

The information in Item 2.02 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number						Description

99.1						Press Release of US Foods Holding Corp., dated November 7 , 2024.
101						Interactive Data File.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



DATED: November 7, 2024	US Foods Holding Corp.

	By:	/s/ Dirk J. Locascio
		Dirk J. Locascio
		Chief Financial Officer

Exhibit 99.1



INVESTOR CONTACT:			MEDIA CONTACT:
Mike Neese			Sara Matheu
(847) 232-5894			(773) 580-3775
Michael.Neese@usfoods.com			Sara.Matheu@usfoods.com

US Foods Reports Third Quarter Fiscal Year 2024 Earnings

Grew Net Sales 6.8% to $9.7 Billion and Gross Profit 8.1% to $1.7 Billion

Increased Net Income 55.8% to $148 Million

Grew Adjusted EBITDA 13.2% to $455 Million and Expanded Adjusted EBITDA Margin 27 Basis Points

Repurchased $580 Million of Shares

ROSEMONT, Ill. (BUSINESS WIRE) November 7, 2024 – US Foods Holding Corp. (NYSE: USFD), one of the largest foodservice distributors in the United States, today announced results for the third quarter fiscal year 2024.

Third Quarter Fiscal Year 2024 Highlights

•Net sales increased 6.8% to $9.7 billion

•Total case volume increased 3.8%; independent restaurant case volume increased 4.1%

•Gross profit increased 8.1% to $1.7 billion

•Net income was $148 million

•Adjusted EBITDA increased 13.2% to $455 million

•Diluted EPS increased 60.5% to $0.61; Adjusted Diluted EPS increased 21.4% to $0.85

“We delivered strong results in the third quarter despite the softer macro environment and weather-related challenges which pressured industry case volumes,” said Dave Flitman, CEO. “We executed our strategy-driven operating model to deliver top line growth, a double-digit Adjusted EBITDA increase and margin expansion. Our team-based go-to-market approach, proven operational playbook and leading digital solutions enabled our 14th consecutive quarter of market share gains with independent restaurants.”

“Our thoughts are with all of our associates, customers and community members impacted by hurricanes Helene and Milton, which caused catastrophic devastation across the Southeast. We are grateful to our local teams for their unwavering commitment to aid recovery efforts and continue serving the community during this difficult time. I want to thank all of our 30,000 associates for their dedication to our customers and communities during these challenging times.”

“We delivered another strong quarter of Adjusted EBITDA and grew Adjusted Gross Profit faster than Adjusted Operating Expense,” added Dirk Locascio, CFO. “In the face of the softer macro backdrop, we continue to grow sales, expand margins and deploy our strong free cash flow. Additionally, we allocated $580 million of capital during the quarter toward share repurchases while maintaining a strong balance sheet. We will continue to take a disciplined approach to executing our share repurchase program.”

Third Quarter Fiscal Year 2024 Results

Net sales of $9.7 billion for the quarter increased 6.8% from the prior year, driven by total case volume growth and food cost inflation of 3.2%. Total case volume increased 3.8% from the prior year driven by a 4.1% increase in independent restaurant case volume, a 5.7% increase in healthcare volume, a 3.0% increase in hospitality volume and a 2.4% increase in chain volume.

Gross profit of $1.7 billion increased by $125 million, or 8.1% from the prior year, primarily as a result of an increase in total case volume, improved cost of goods sold, pricing optimization and a favorable year-over-year LIFO adjustment. Gross profit as a percentage of net sales was 17.1%. Adjusted Gross profit was $1.7 billion, an increase of $111 million or 7.0% from the prior year. Adjusted Gross profit as a percentage of net sales was 17.4%.

Operating expenses of $1.4 billion increased by $76 million, or 5.8% from the prior year, primarily as a result of an increase in total case volume and higher distribution costs, reflecting increased labor costs, partially offset by continued distribution productivity improvement as well as actions to streamline administrative processes and costs. Operating expenses as a percentage of net sales were 14.3%. Adjusted Operating expenses were $1.2 billion, an increase of $54 million or 4.6% from the prior year. Adjusted Operating expenses as a percentage of net sales were 12.7%.

Net income was $148 million, an increase of $53 million compared to the prior year. Net income margin was 1.5%, an increase of 48 basis points compared to the prior year. Adjusted EBITDA was $455 million, an increase of $53 million or 13.2%, compared to the prior year. Adjusted EBITDA margin was 4.7%, an increase of 27 basis points compared to the prior year. Diluted EPS was $0.61; Adjusted Diluted EPS was $0.85.

Cash Flow and Debt

Cash flow provided by operating activities for the first nine months of fiscal year 2024 was $891 million, a decrease of $44 million from the prior year due to less working capital benefit than prior year. Cash capital expenditures for the first nine months of fiscal year 2024 totaled $236 million, an increase of $69 million from the prior year period, related to investments in information technology, property and equipment and maintenance of distribution facilities.

Net Debt at the end of the third quarter of fiscal year 2024 was $4.7 billion. The ratio of Net Debt to Adjusted EBITDA was 2.8x at the end of the third quarter of fiscal year 2024, compared to 2.8x at the end of fiscal year 2023 and 2.9x at the end of the third quarter of fiscal year 2023.

During the third quarter of fiscal year 2024, the Company repurchased 10.4 million shares of common stock at an aggregate purchase price of $580 million. At the end of the third quarter, the Company had approximately $398 million in remaining funds authorized under its $1 billion share repurchase program.

Outlook for Fiscal Year 20241

The Company is updating its Fiscal Year 2024 guidance.

•Net Sales of $37.7 billion to $38.0 billion, compared to previous guidance of $37.5 billion to $38.5 billion

•Adjusted EBITDA of $1.72 billion to $1.74 billion, compared to previous guidance of $1.69 billion to $1.74 billion

•Adjusted Diluted EPS of $3.05 to $3.15, compared to previous guidance of $3.00 to $3.20

1 The Company is not providing a reconciliation of certain forward-looking non-GAAP financial measures, including Adjusted EBITDA and Adjusted Diluted EPS, because the Company is unable to predict with reasonable certainty the financial impact of certain significant items, including restructuring activity and asset impairment charges, share-based compensation expenses, non-cash impacts of LIFO reserve adjustments, losses on extinguishments of debt, business transformation costs, other gains and losses, business acquisition and integration related costs and diluted earnings per share. These items are uncertain, depend on various factors, and could have a material impact on GAAP reported results for the guidance periods. For the same reasons, the Company is unable to address the significance of the unavailable information, which could be material to future results.

Conference Call and Webcast Information

US Foods will host a live webcast to discuss third quarter fiscal year 2024 results on Thursday, November 7, 2024, at 8 a.m. CST. The call can also be accessed live over the phone by dialing (877) 344-2001; the conference ID number is 2528845. Presentation slides will be available before the webcast begins. The webcast, slides and a copy of this press release can be found in the Investor Relations section of our website at https://ir.usfoods.com.

About US Foods

With a promise to help its customers Make It, US Foods is one of America’s great food companies and a leading foodservice distributor, partnering with approximately 250,000 restaurants and foodservice operators to help their businesses succeed. With more than 70 broadline locations and approximately 90 cash and carry stores, US Foods and its 30,000 associates 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, Ill. Visit www.usfoods.com to learn more.

Forward-Looking Statements

Statements in this press release which are not historical in nature, including those under the heading “Outlook for Fiscal Year 2024,” are “forward-looking statements” within the meaning of the federal securities laws. These statements often include words such as “believe,” “expect,” “project,” “anticipate,” “intend,” “plan,” “outlook,” “estimate,” “target,” “seek,” “will,” “may,” “would,” “should,” “could,” “forecast,” “mission,” “strive,” “more,” “goal,” or similar expressions (although not all forward-looking statements may contain such words) and are based upon various assumptions and our experience in the industry, as well as historical trends, current conditions, and expected future developments. However, you should understand that these statements are not guarantees of performance or results and there are a number of risks, uncertainties and other important factors, many of which are beyond our control, that could cause our actual results to differ materially from those expressed in the forward-looking statements, including, among others: economic factors affecting consumer confidence and discretionary spending and reducing the consumption of food prepared away from home; cost inflation/deflation and commodity volatility; competition; reliance on third party suppliers and interruption of product supply or increases in product costs; changes in our relationships with customers and group purchasing organizations; our ability to increase or maintain the highest margin portions of our business; achievement of expected benefits from cost savings initiatives; increases in fuel costs; changes in consumer eating habits; cost and pricing structures; the impact of climate change or related legal, regulatory or market measures; impairment charges for goodwill, indefinite-lived intangible assets or other long-lived assets; the impact of governmental regulations; product recalls and product liability claims; our reputation in the industry; labor relations and increased labor costs and continued access to qualified and diverse labor; indebtedness and restrictions under agreements governing our indebtedness; interest rate increases; disruption of existing technologies and implementation of new technologies; cybersecurity incidents and other technology disruptions; risks associated with intellectual property, including potential infringement; effective consummation of pending acquisitions and effective integration of acquired businesses; potential costs associated with shareholder activism; changes in tax laws and regulations and resolution of tax disputes; certain provisions in our governing documents; health and safety risks to our associates and related losses; adverse judgments or settlements resulting from litigation; extreme weather conditions, natural disasters and other catastrophic events; and management of retirement benefits and pension obligations.

For a detailed discussion of these risks, uncertainties and other factors that could cause our actual results to differ materially from those anticipated or expressed in any forward-looking statements, see the section entitled “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 30, 2023 filed with the Securities and Exchange Commission (“SEC”). Additional risks and uncertainties are discussed from time to time in current, quarterly and annual reports filed by the Company with the SEC, which are available on the SEC’s website at www.sec.gov. Additionally, we operate in a highly competitive and rapidly changing environment; new risks and uncertainties may emerge from time to time, and it is not possible to predict all risks nor identify all uncertainties. The forward-looking statements contained in this press release speak only as of the date of this press release and are based on information and estimates available to us at this time. We undertake no obligation to update or revise any forward-looking statements, except as may be required by law.

Non-GAAP Financial Measures

We report our financial results in accordance with U.S. generally accepted accounting principles (“GAAP”). However, Adjusted Gross profit, Adjusted Operating expenses, EBITDA, Adjusted EBITDA, Adjusted EBITDA margin, Net Debt, Adjusted Net income and Adjusted Diluted EPS are non-GAAP financial measures regarding our operational performance and liquidity. These non-GAAP financial measures exclude the impact of certain items and, therefore, have not been calculated in accordance with GAAP.

We use Adjusted Gross profit and Adjusted Operating expenses as supplemental measures to GAAP measures to focus on period-over-period changes in our business and believe this information is helpful to investors. Adjusted Gross profit is Gross profit adjusted to remove the impact of the LIFO inventory reserve adjustments. Adjusted Operating expenses are Operating expenses adjusted to exclude amounts that we do not consider part of our core operating results when assessing our performance.

We believe EBITDA, Adjusted EBITDA and Adjusted EBITDA margin provide meaningful supplemental information about our operating performance because they exclude amounts that we do not consider part of our core operating results when assessing our performance. EBITDA is Net income (loss), plus Interest expense-net, Income tax provision (benefit), and Depreciation and amortization. Adjusted EBITDA is EBITDA adjusted for (1) Restructuring activity and asset impairment charges; (2) Share-based compensation expense; (3) the non-cash impact of LIFO reserve adjustments; (4) loss on extinguishment of debt; (5) Business transformation costs; and (6) other gains, losses or costs as specified in the agreements governing our indebtedness. Adjusted EBITDA margin is Adjusted EBITDA divided by total net sales.

We use Net Debt as a supplemental measure to GAAP measures to review the liquidity of our operations. Net Debt is defined as total debt net of total Cash, cash equivalents and restricted cash remaining on the balance sheet as of the end of the most recent fiscal quarter. We believe that Net Debt is a useful financial metric to assess our ability to pursue business opportunities and investments. Net Debt is not a measure of our liquidity under GAAP and should not be considered as an alternative to Cash Flows Provided by Operations or Cash Flows Used in Financing Activities.

We believe that Adjusted Net income is a useful measure of operating performance for both management and investors because it excludes items that are not reflective of our core operating performance and provides an additional view of our operating performance including depreciation, interest expense, and Income taxes on a consistent basis from period to period. Adjusted Net income is Net income (loss) excluding such items as restructuring activity and asset impairment charges, Share-based compensation expense, the non-cash impacts of LIFO reserve adjustments, amortization expense, loss on extinguishment of debt, Business transformation costs and other items, and adjusted for the tax effect of the exclusions and discrete tax items. We believe that Adjusted Net income may be used by investors, analysts, and other interested parties to facilitate period-over-period comparisons and provides additional clarity as to how factors and trends impact our operating performance.

We use Adjusted Diluted Earnings per Share, which is calculated by adjusting the most directly comparable GAAP financial measure, Diluted Earnings per Share, by excluding the same items excluded in our calculation of Adjusted EBITDA to the extent that each such item was included in the applicable GAAP financial measure. We believe the presentation of Adjusted Diluted Earnings per Share is useful to investors because the measurement excludes amounts that we do not consider part of our core operating results when assessing our performance. We also believe that the presentation of Adjusted EBITDA, Adjusted EBITDA margin and Adjusted Diluted Earnings per Share is useful to investors because these metrics may be used by securities analysts, investors and other interested parties in their evaluation of the operating performance of companies in our industry.

Management uses these non-GAAP financial measures (a) to evaluate our historical and prospective financial performance as well as our performance relative to our competitors as they assist in highlighting trends, (b) to set internal sales targets and spending budgets, (c) to measure operational profitability and the accuracy of forecasting, (d) to assess financial discipline over operational expenditures, and (e) as an important factor in determining variable compensation for management and employees. EBITDA and Adjusted EBITDA are also used in connection with certain covenants and restricted activities under the agreements governing our indebtedness. We also believe these

and similar non-GAAP financial measures are frequently used by securities analysts, investors, and other interested parties to evaluate companies in our industry.

We caution readers that our definitions of Adjusted Gross profit, Adjusted Operating expenses, EBITDA, Adjusted EBITDA, Adjusted EBITDA margin, Net Debt, Adjusted Net income and Adjusted Diluted EPS may not be calculated in the same manner as similar measures used by other companies. Definitions and reconciliations of the non-GAAP financial measures to their most comparable GAAP financial measures are included in the schedules attached to this press release.

Source: US Foods

###

US FOODS HOLDING CORP.

Consolidated Balance Sheets

(Unaudited)


($ in millions)	September 28, 2024		December 30, 2023

ASSETS
Current assets:
Cash and cash equivalents	$	81	$	269
Accounts receivable, less allowances of $20 and $18	2,065		1,854
Vendor receivables, less allowances of $8 and $5	217		156
Inventories—net	1,618		1,600
Prepaid expenses	123		138

Other current assets	12		14
Total current assets	4,116		4,031
Property and equipment—net	2,358		2,280
Goodwill	5,779		5,697
Other intangibles—net	852		803
Other assets	370		376
Total assets	$	13,475	$	13,187

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Cash overdraft liability	$	179	$	220
Accounts payable	2,395		2,051
Accrued expenses and other current liabilities	777		731
Current portion of long-term debt	118		110
Total current liabilities	3,469		3,112
Long-term debt	4,671		4,564
Deferred tax liabilities	261		293
Other long-term liabilities	468		469
Total liabilities	8,869		8,438
Shareholders’ equity:
Common stock	3		3
Additional paid-in capital	3,722		3,663
Retained earnings	1,937		1,509
Accumulated other comprehensive loss	(111)		(115)
Treasury Stock	(945)		(311)
Total shareholders’ equity	4,606		4,749
Total liabilities and shareholders' equity	$	13,475	$	13,187

US FOODS HOLDING CORP.

Consolidated Statements of Operations

(Unaudited)


	13 Weeks Ended				39 Weeks Ended
($ in millions, except share and per share data)	September 28, 2024		September 30, 2023		September 28, 2024		September 30, 2023
Net sales	$	9,728	$	9,106	$	28,386	$	26,661
Cost of goods sold	8,061		7,564		23,518		22,103
Gross profit	1,667		1,542		4,868		4,558
Distribution, selling and administrative costs	1,379		1,312		4,050		3,819
Restructuring activity and asset impairment charges	9		—		21		—
Total operating expenses	1,388		1,312		4,071		3,819
Operating income	279		230		797		739
Other expense (income)—net	3		(1)		5		(4)
Interest expense—net	75		81		235		244
Loss on extinguishment of debt	—		21		—		21
Income before income taxes	201		129		557		478
Income tax provision	53		34		129		119
Net income	$	148	$	95	$	428	$	359






Net income	$	148	$	95	$	428	$	359
Series A convertible preferred stock dividends	—		—		—		(7)
Net income available to common shareholders	$	148	$	95	$	428	$	352

Net income per share
Basic	$	0.61	$	0.38	$	1.75	$	1.49
Diluted	$	0.61	$	0.38	$	1.74	$	1.43

Weighted-average common shares outstanding
Basic	240,992,853		246,796,649		243,928,437		237,117,546
Diluted	243,914,577		248,954,716		246,900,537		250,577,973

US FOODS HOLDING CORP.

Consolidated Statements of Cash Flows

(Unaudited)


	39 Weeks Ended
($ in millions)	September 28, 2024		September 30, 2023
Cash flows from operating activities:
Net income	$	428	$	359
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	327		290
Gain on disposal of property and equipment—net	(1)		(5)
Loss on extinguishment of debt	—		21

Amortization of deferred financing costs	8		14
Deferred tax (benefit) provision	(33)		5
Share-based compensation expense	46		43
Provision for doubtful accounts	21		20
Changes in operating assets and liabilities:
Increase in receivables	(282)		(291)
(Increase) decrease in inventories	(6)		45
Decrease in prepaid expenses and other assets	52		(14)
Increase in accounts payable and cash overdraft liability	316		434
Increase in accrued expenses and other liabilities	15		14
Net cash provided by operating activities	891		935
Cash flows from investing activities:
Proceeds from sales of property and equipment	3		8
Purchases of property and equipment	(236)		(167)
Acquisition of businesses—net of cash received	(214)		(142)
Net cash used in investing activities	(447)		(301)
Cash flows from financing activities:
Principal payments on debt and financing leases	(2,470)		(535)
Repurchase of Senior Note Debt	—		(1,000)
Issuance of new Senior Note Debt	—		1,000
Principal payments on debt repricing	(14)		(43)
Proceeds from debt repricing	14		43
Proceeds from debt borrowings	2,454		255
Dividends paid on Series A convertible preferred stock	—		(7)
Repurchase of common stock	(628)		(229)

Debt financing costs and fees	(1)		(10)
Proceeds from employee stock purchase plan	19		19
Proceeds from exercise of stock options	14		23
Purchase of interest rate caps	—		(3)
Tax withholding payments for net share-settled equity awards	(20)		(12)
Net cash used in financing activities	(632)		(499)
Net (decrease) increase in cash, cash equivalents and restricted cash	(188)		135
Cash, cash equivalents and restricted cash—beginning of period	269		211
Cash, cash equivalents and restricted cash—end of period	$	81	$	346
Supplemental disclosures of cash flow information:
Conversion of Series A Convertible Preferred Stock	$	—	$	534
Interest paid—net of amounts capitalized	233		239
Income taxes paid—net	139		126
Property and equipment purchases included in accounts payable	23		25
Leased assets obtained in exchange for financing lease liabilities	126		108
Leased assets obtained in exchange for operating lease liabilities	32		27
Cashless exercise of stock options	5		1

US FOODS HOLDING CORP.

Non-GAAP Reconciliation

(Unaudited)


	13 Weeks Ended
($ in millions, except share and per share data)	September 28, 2024				September 30, 2023				Change		%


Net income and net income margin (GAAP)	$	148	1.5	%	$	95	1.0	%	$	53	55.8	%
Interest expense—net	75				81				(6)		(7.4)	%
Income tax provision	53				34				19		55.9	%
Depreciation expense	99				85				14		16.5	%
Amortization expense	15				12				3		25.0	%
EBITDA and EBITDA margin (Non-GAAP)	390		4.0	%	307		3.4	%	83		27.0	%
Adjustments:
Restructuring activity and asset impairment charges(1)	10				2				8		400.0	%
Share-based compensation expense(2)	16				15				1		6.7	%
LIFO reserve adjustment (3)	23				37				(14)		(37.8)	%
Loss on extinguishment of debt(4)	—				21				(21)		(100.0)	%
Business transformation costs(5)	10				9				1		11.1	%
Business acquisition and integration related costs and other(6)	6				11				(5)		(45.5)	%
Adjusted EBITDA and Adjusted EBITDA margin (Non-GAAP)	455		4.7	%	402		4.4	%	53		13.2	%
Depreciation expense	(99)				(85)				(14)		16.5	%
Interest expense—net	(75)				(81)				6		(7.4)	%
Income tax provision, as adjusted(7)	(73)				(62)				(11)		17.7	%
Adjusted Net Income (Non-GAAP)	$	208			$	174			$	34	19.5	%

Diluted EPS (GAAP)	$	0.61			$	0.38			$	0.23	60.5	%
Restructuring activity and asset impairment charges(1)	0.04				0.01				0.03		300.0	%
Share-based compensation expense(2)	0.07				0.06				0.01		16.7	%
LIFO reserve adjustment (3)	0.09				0.15				(0.06)		(40.0)	%
Loss on extinguishment of debt(4)	—				0.08				(0.08)		(100.0)	%
Business transformation costs(5)	0.04				0.04				—		—	%
Business acquisition and integration related costs and other(6)	0.02				0.04				(0.02)		(50.0)	%
Income tax provision, as adjusted(7)	(0.02)				(0.06)				0.04		(66.7)	%
Adjusted Diluted EPS (Non-GAAP) (8)	$	0.85			$	0.70			$	0.15	21.4	%

Weighted-average diluted shares outstanding (Non-GAAP) (9)	243,914,577				248,954,716

Gross profit (GAAP)	$	1,667			$	1,542			$	125	8.1	%
LIFO reserve adjustment (3)	23				37				(14)		(37.8)	%
Adjusted Gross profit (Non-GAAP)	$	1,690			$	1,579			$	111	7.0	%

Operating expenses (GAAP)	$	1,388			$	1,312			$	76	5.8	%
Depreciation expense	(99)				(85)				(14)		16.5	%
Amortization expense	(15)				(12)				(3)		25.0	%
Restructuring activity and asset impairment charges(1)	(10)				(2)				(8)		400.0	%
Share-based compensation expense(2)	(16)				(15)				(1)		6.7	%
Business transformation costs(5)	(10)				(9)				(1)		11.1	%
Business acquisition and integration related costs and other(6)	(6)				(11)				5		(45.5)	%
Adjusted Operating expenses (Non-GAAP)	$	1,232			$	1,178			$	54	4.6	%

NM - Not Meaningful

(1)Consists primarily of severance and related costs, organizational realignment costs and asset impairment charges.

(2)Share-based compensation expense for expected vesting of stock awards and employee stock purchase plan.

(3)Represents the impact of LIFO reserve adjustments.

(4)Includes early redemption premium and the write-off of certain pre-existing debt issuance costs.

(5)Transformation costs represent non-recurring expenses prior to formal launch of strategic projects with anticipated long-term benefits to the Company. These costs generally relate to third party consulting and non-capitalizable technology. For the 13 weeks ended September 28, 2024, business transformation costs related to projects associated with information technology infrastructure initiatives and workforce efficiency initiatives. For the 13 weeks ended September 30, 2023, business transformation costs related to projects associated with information technology infrastructure initiatives.

(6)Includes: (i) aggregate acquisition and integration related costs of $6 million and $10 million for the 13 weeks ended September 28, 2024 and September 30, 2023, respectively and (ii) other gains, losses or costs that we are permitted to addback for purposes of calculating Adjusted EBITDA under certain agreements governing our indebtedness.

(7)Represents our income tax provision adjusted for the tax effect of pre-tax items excluded from Adjusted net income and the removal of applicable discrete tax items. Applicable discrete tax items include changes in tax laws or rates, changes related to prior year unrecognized tax benefits, discrete changes in valuation allowances, and excess tax benefits associated with share-based compensation. The tax effect of pre-tax items excluded from Adjusted net income is computed using a statutory tax rate after taking into account the impact of permanent differences and valuation allowances.

(8)Adjusted Diluted EPS is calculated as Adjusted net income divided by weighted average diluted shares outstanding (Non-GAAP).

(9)For purposes of the Adjusted Diluted EPS calculation (Non-GAAP), when the Company has net income (GAAP), weighted average diluted shares outstanding (Non-GAAP) is used and assumes conversion of the Series A convertible preferred stock, and, when the Company has net loss (GAAP) and assumed conversion of the Series A convertible preferred stock would be antidilutive, weighted-average diluted shares outstanding (GAAP) is used.

US FOODS HOLDING CORP.

Non-GAAP Reconciliation

(Unaudited)


	39 Weeks Ended
($ in millions, except share and per share data)	September 28, 2024				September 30, 2023				Change		%
Net income available to common shareholders and net income margin (GAAP)	$	428	1.5	%	$	352	1.3	%	$	76	21.6	%
Series A Preferred Stock Dividends	—				(7)				7		(100.0)	%
Net income and net income margin (GAAP)	428		1.5	%	359		1.3	%	69		19.2	%
Interest expense—net	235				244				(9)		(3.7)	%
Income tax provision	129				119				10		8.4	%
Depreciation expense	288				256				32		12.5	%
Amortization expense	39				34				5		14.7	%
EBITDA and EBITDA margin (Non-GAAP)	1,119		3.9	%	1,012		3.8	%	107		10.6	%
Adjustments:
Restructuring activity and asset impairment charges(1)	22				2				20		1,000.0	%
Share-based compensation expense(2)	46				43				3		7.0	%
LIFO reserve adjustment (3)	68				42				26		61.9	%
Loss on extinguishment of debt(4)	—				21				(21)		(100.0)	%
Business transformation costs(5)	28				16				12		75.0	%
Business acquisition and integration related costs and other(6)	17				35				(18)		(51.4)	%

Adjusted EBITDA and Adjusted EBITDA margin (Non-GAAP)	1,300		4.6	%	1,171		4.4	%	129		11.0	%
Depreciation expense	(288)				(256)				(32)		12.5	%
Interest expense—net	(235)				(244)				9		(3.7)	%
Income tax provision, as adjusted(7)	(204)				(173)				(31)		17.9	%
Adjusted Net Income (Non-GAAP)	$	573			$	498			$	75	15.1	%

Diluted EPS (GAAP)	$	1.74			$	1.43			$	0.31	21.7	%
Restructuring activity and asset impairment charges(1)	0.09				0.01				0.08		800.0	%
Share-based compensation expense(2)	0.19				0.17				0.02		11.8	%
LIFO reserve adjustment (3)	0.28				0.17				0.11		64.7	%
Loss on extinguishment of debt(4)	—				0.08				(0.08)		(100.0)	%
Business transformation costs(5)	0.11				0.06				0.05		83.3	%
Business acquisition and integration related costs and other(6)	0.07				0.14				(0.07)		(50.0)	%

Income tax provision, as adjusted(7)	(0.16)				(0.07)				(0.09)		128.6	%
Adjusted Diluted EPS (Non-GAAP) (8)	$	2.32			$	1.99			$	0.33	16.6	%

Weighted-average diluted shares outstanding (Non-GAAP) (9)	246,900,537				250,577,973

Gross profit (GAAP)	$	4,868			$	4,558			$	310	6.8	%
LIFO reserve adjustment (3)	68				42				26		61.9	%
Adjusted Gross profit (Non-GAAP)	$	4,936			$	4,600			$	336	7.3	%

Operating expenses (GAAP)	$	4,071			$	3,819			$	252	6.6	%
Depreciation expense	(288)				(256)				(32)		12.5	%
Amortization expense	(39)				(34)				(5)		14.7	%
Restructuring activity and asset impairment charges(1)	(22)				(2)				(20)		1,000.0	%
Share-based compensation expense(2)	(46)				(43)				(3)		7.0	%
Business transformation costs(5)	(28)				(16)				(12)		75.0	%
Business acquisition and integration related costs and other(6)	(17)				(35)				18		(51.4)	%

Adjusted Operating expenses (Non-GAAP)	$	3,631			$	3,433			$	198	5.8	%

NM - Not Meaningful

(1)Consists primarily of severance and related costs, organizational realignment costs and asset impairment charges.

(2)Share-based compensation expense for expected vesting of stock awards and employee stock purchase plan.

(3)Represents the impact of LIFO reserve adjustments.

(4)Includes early redemption premium and the write-off of certain pre-existing debt issuance costs.

(5)Transformational costs represent non-recurring expenses prior to formal launch of strategic projects with anticipated long-term benefits to the Company. These costs generally relate to third party consulting and non-capitalizable technology. For the 39 weeks ended September 28, 2024, business transformation costs related to projects associated with information technology infrastructure initiatives

and workforce efficiency initiatives. For the 39 weeks ended September 30, 2023, business transformation costs related to projects associated with information technology infrastructure initiatives.

(6)Includes: (i) aggregate acquisition and integration related costs of $17 million and $31 million for the 39 weeks ended September 28, 2024 and September 30, 2023, respectively; (ii) CEO sign on bonus of $3 million for the 39 weeks ended September 30, 2023 and (iii) other gains, losses or costs that we are permitted to addback for purposes of calculating Adjusted EBITDA under certain agreements governing our indebtedness.

(8)Adjusted Diluted EPS is calculated as Adjusted net income divided by weighted average diluted shares outstanding (Non-GAAP).

US FOODS HOLDING CORP.

Non-GAAP Reconciliation

Net Debt and Net Leverage Ratios


($ in millions, except ratios)	September 28, 2024		December 30, 2023		September 30, 2023
Total Debt (GAAP)	$	4,789	$	4,674	$	4,686
Cash, cash equivalents and restricted cash	(81)		(269)		(346)
Net Debt (Non-GAAP)	$	4,708	$	4,405	$	4,340
Adjusted EBITDA (1)	$	1,688	$	1,559	$	1,521
Net Leverage Ratio (2)	2.8		2.8		2.9

(1) Trailing Twelve Months (TTM) Adjusted EBITDA

(2) Net Debt/TTM Adjusted EBITDA

Document Document	Nov. 07, 2024
Document And Entity Information [Abstract]
Document Type	8-K
Document Period End Date	Nov. 07, 2024
Entity Registrant Name	US FOODS HOLDING CORP.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-37786
Entity Tax Identification Number	26-0347906
Entity Address, Address Line One	9399 W. Higgins Road
Entity Address, Address Line Two	Suite 100
Entity Address, City or Town	Rosemont
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60018
City Area Code	847
Local Phone Number	720-8000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	USFD
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001665918
Amendment Flag	false