What changed in this filing

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Item 1. Financial Statements

2023-11-09 compared with 2023-08-10 · 176 added, 111 removed, 446 unchanged (39% of the section changed)

3 unchanged sentences

(In millions, except par value)

July 1, 2023 December 31, 2022

September 30, 2023 December 31, 2022

Current assets:

26 unchanged sentences

Series A convertible preferred stock, $ 0.01 par value— 25 shares authorized;

0.0 and 0.5 issued and outstanding as of July 1, 2023 and December 31, 2022, respectively

0 and 0.5 issued and outstanding as of September 30, 2023 and December 31, 2022, respectively

Shareholders’ equity:

Common stock, $ 0.01 par value— 600 shares authorized;

252.3 issued and 246.8 outstanding as of July 1, 2023, and 225.2 issued and 224.8 outstanding as of December 31, 2022

252.5 issued and 246.3 outstanding as of September 30, 2023, and 225.2 issued and 224.8 outstanding as of December 31, 2022

Additional paid-in capital

12 unchanged sentences

13 Weeks Ended 39 Weeks Ended

July 1, 2023 July 2, 2022 July 1, 2023 July 2, 2022

September 30, 2023 October 1, 2022 September 30, 2023 October 1, 2022

Net sales $ 9,106 $ 8,917 $ 26,661 $ 25,542

9 unchanged sentences

Interest expense—net 81 65 244 180

Loss on extinguishment of debt 21 — 21 —

Income before income taxes 129 154 478 234

44 unchanged sentences

Vested restricted stock units—net 0.1 — — — — — — —

Tax withholding payments for net share-settled equity awards — — — — — — — —

Series A convertible preferred stock conversion to common stock 17.4 1 372 — — — — 373

Changes in retirement benefit obligations, net of income tax — — — — — — — —

Unrecognized gain on interest rate caps, net of income tax — — — — — — 1 1

3 unchanged sentences

BALANCE—July 1, 2023 252.3 $ 3 $ 3,621 $ 1,267 5.5 $ ( 216 ) $ ( 71 ) $ 4,604

Share-based compensation expense — — 15 — — — — 15

Proceeds from employee stock purchase plan 0.2 — 6 — — — — 6

Changes in retirement benefit obligations, net of income tax — — — — — — 1 1

Unrecognized gain on interest rate caps, net of income tax — — — — — — — —

Common stock repurchased — — — — 0.7 ( 29 ) — ( 29 )

Net Income — — — 95 — — — 95

BALANCE—September 30, 2023 252.5 $ 3 $ 3,642 $ 1,362 6.2 $ ( 245 ) $ ( 70 ) $ 4,692

See Notes to Consolidated Financial Statements (Unaudited).

US FOODS HOLDING CORP.

22 unchanged sentences

BALANCE—July 2, 2022 224.3 $ 2 $ 2,994 $ 827 — $ — $ ( 19 ) $ 3,804

Share-based compensation expense — — 13 — — — — 13

Proceeds from employee stock purchase plan — — 5 — — — — 5

Exercise of stock options 0.5 — 5 — — — — 5

Series A convertible preferred stock dividends — — — ( 9 ) — — — ( 9 )

Net income — — — 109 — — — 109

BALANCE—October 1, 2022 224.8 $ 2 $ 3,017 $ 927 $ — $ — $ ( 19 ) $ 3,927

See Notes to Consolidated Financial Statements (Unaudited).

3 unchanged sentences

39 Weeks Ended

July 1, 2023 July 2, 2022

September 30, 2023 October 1, 2022

Cash flows from operating activities:

2 unchanged sentences

Gain on disposal of property and equipment—net

Loss on extinguishment of debt 21 —

Amortization of deferred financing costs

6 unchanged sentences

Decrease (increase) in inventories—net

(Increase) in prepaid expenses and other assets

(Increase) decrease in prepaid expenses and other assets

Increase in accounts payable and cash overdraft liability

(Decrease) increase in accrued expenses and other liabilities

Increase in accrued expenses and other liabilities

Net cash provided by operating activities

3 unchanged sentences

( 167 ) ( 201 )

Acquisition of broadline operations ( 142 ) —

Net cash used in investing activities

1 unchanged sentence

Cash flows from financing activities:

Proceeds from debt borrowings

Principal payments on debt and financing leases

( 535 ) ( 1,215 )

Repurchase of Senior Note Debt ( 1,000 ) —

Issuance of new Senior Note Debt 1,000 —

Principal payments on debt repricing ( 43 ) —

Proceeds from debt repricing 43 —

Proceeds from debt borrowings 255 1,031

Dividends paid on Series A convertible preferred stock ( 7 ) ( 27 )

Repurchase of common stock ( 229 ) —

Excise tax on common stock repurchases ( 2 ) —

Debt financing costs and fees ( 10 ) —

Proceeds from employee stock purchase plan

50 unchanged sentences

Shipping and handling costs are treated as fulfillment costs and included in distribution, selling and administrative costs.

The Company did not have any material outstanding performance obligations, contract liabilities or capitalized contract acquisition costs as of July 1, 2023 or December 31, 2022.

Customer receivables, which are included in accounts receivable, less allowances in the Company’s Consolidated Balance Sheets, were $ 1.8 billion and $ 1.7 billion as of July 1, 2023 and December 31, 2022, respectively.

The Company did not have any material outstanding performance obligations, contract liabilities or capitalized contract acquisition costs as of September 30, 2023 or December 31, 2022.

Customer receivables, which are included in accounts receivable, less allowances in the Company’s Consolidated Balance Sheets, were $ 1.9 billion and $ 1.7 billion as of September 30, 2023 and December 31, 2022, respectively.

The Company has certain customer contracts under which incentives are paid upfront to its customers.

1 unchanged sentence

These incentive payments are capitalized in prepaid expenses and other assets and amortized as a reduction of revenue over the life of the contract or as goods or services are transferred to the customer.

The Company’s contract assets for these upfront payments were $ 30 million and $ 29 million included in prepaid expenses in the Company’s Consolidated Balance Sheets as of July 1, 2023 and December 31, 2022, respectively, and $ 35 million and $ 31 million included in other assets in the Company’s Consolidated Balance Sheets as of July 1, 2023 and December 31, 2022, respectively.

The Company’s contract assets for these upfront payments were $ 31 million and $ 29 million included in prepaid expenses in the Company’s Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022, respectively, and $ 35 million and $ 31 million included in other assets in the Company’s Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022, respectively.

The following table presents the disaggregation of revenue for each of the Company’s principal product categories:

13 Weeks Ended 39 Weeks Ended

July 1, 2023 July 2, 2022 July 1, 2023 July 2, 2022

September 30, 2023 October 1, 2022 September 30, 2023 October 1, 2022

Meats and seafood $ 3,074 $ 3,207 $ 8,924 $ 9,443

6 unchanged sentences

Total net sales $ 9,106 $ 8,917 $ 26,661 $ 25,542

BUSINESS ACQUISITIONS

During the fiscal quarter ended September 30, 2023, the Company acquired Renzi Foodservice, a broadline distributor in New York, for a purchase price of $ 142 million.

The acquisition, which was funded with cash from operations, allows US Foods to further expand its reach into central upstate New York.

The Renzi Foodservice acquisition, reflected in the Company’s consolidated financial statements commencing from the date of acquisition on July 7, 2023, did not materially affect the Company’s results of operations or financial position.

The Company recorded goodwill of $ 60 million and intangible assets of $ 57 million for this acquisition.

The intangible assets included $ 54 million related to customer relationships and $ 3 million related to noncompete agreements, which will be amortized on a straight-line basis over an estimated useful life of 15 and 5 years, respectively.

The goodwill recognized from the Renzi Foodservice acquisition is deductible for tax purposes.

Renzi Foodservice is integrated into the Company’s foodservice distribution network.

The Company’s inventories, consisting mainly of food and other food-related products, are primarily considered finished goods.

4 unchanged sentences

This “links” current costs to original costs in the base year when the Company adopted LIFO.

LIFO reserves in the Company’s Consolidated Balance Sheets were $ 494 million and $ 489 million as of July 1, 2023 and December 31, 2022, respectively.

As a result of changes in LIFO reserves, cost of goods sold decreased $ 15 million and increased $ 65 million for the 13 weeks ended July 1, 2023 and July 2, 2022, respectively, and increased $ 5 million and $ 137 million for the 26 weeks ended July 1, 2023 and July 2, 2022, respectively.

LIFO reserves in the Company’s Consolidated Balance Sheets were $ 530 million and $ 489 million as of September 30, 2023 and December 31, 2022, respectively.

As a result of changes in LIFO reserves, cost of goods sold increased $ 37 million and $ 6 million for the 13 weeks ended September 30, 2023 and October 1, 2022, respectively, and increased $ 42 million and $ 143 million for the 39 weeks ended September 30, 2023 and October 1, 2022, respectively.

ALLOWANCE FOR DOUBTFUL ACCOUNTS

2 unchanged sentences

The Company evaluates the collectability of its accounts receivable and determines the appropriate allowance for doubtful accounts based on a combination of factors.

The Company maintains an allowance for doubtful accounts, which is based upon historical experience, future expected losses, as well as specific customer collection issues that have been identified.

The Company maintains an

allowance for doubtful accounts, which is based upon historical experience, future expected losses, as well as specific customer collection issues that have been identified.

The Company uses specific criteria to determine uncollectible receivables to be written off, including bankruptcy, accounts referred to outside parties for collection, and accounts past due over specified periods.

Activity in the allowance for doubtful accounts for the 13 weeks ended July 1, 2023 includes $ 6 million charged to costs and expenses, as well as $ 6 million of customer accounts written off-net of recoveries.

Activity for the 13 weeks ended July 2, 2022

was de minimis.

A summary of the activity in the allowance for doubtful accounts for the 26 weeks ended July 1, 2023 and July 2, 2022 was as follows:

July 1, 2023 July 2, 2022

Activity in the allowance for doubtful accounts for the 13 weeks ended September 30, 2023 includes $ 4 million charged to costs and expenses, as well as $ 17 million of customer accounts written off - net of recoveries.

For the 13 weeks ended September 30, 2023, the customer accounts written off - net of recoveries is primarily due to a one-time write-off for one large national customer whose outstanding amount due had previously been reserved.

Activity for the 13 weeks ended October 1, 2022 was de minimis.

A summary of the activity in the allowance for doubtful accounts for the 39 weeks ended September 30, 2023 and October 1, 2022 was as follows:

September 30, 2023 October 1, 2022

Balance as of beginning of year $ 30 $ 33

2 unchanged sentences

Balance as of end of period

This table excludes the vendor receivable related allowance for doubtful accounts of $ 7 million as of July 1, 2023, $ 8 million as of December 31, 2022, $ 13 million as of July 2, 2022 and $ 7 million as of January 1, 2022, respectively.

This table excludes the vendor receivable related allowance for doubtful accounts of $ 7 million as of September 30, 2023, $ 8 million as of December 31, 2022, $ 10 million as of October 1, 2022 and $ 7 million as of January 1, 2022, respectively.

PROPERTY AND EQUIPMENT

2 unchanged sentences

Property and equipment under financing leases and leasehold improvements are amortized on a straight-line basis over the shorter of the remaining terms of the related leases or the estimated useful lives of the assets, if reasonably assured the Company will purchase the assets at the end of the lease terms.

As of July 1, 2023 and December 31, 2022, property and equipment-net included accumulated depreciation of $ 3,126 million and $ 2,981 million, respectively.

Depreciation expense was $ 84 million and $ 81 million for the 13 weeks ended July 1, 2023 and July 2, 2022 and $ 171 million and $ 159 million for the 26 weeks ended July 1, 2023 and July 2, 2022, respectively.

As of September 30, 2023 and December 31, 2022, property and equipment-net included accumulated depreciation of $ 3,200 million and $ 2,981 million, respectively.

Depreciation expense was $ 85 million and $ 81 million for the 13 weeks ended September 30, 2023 and October 1, 2022 and $ 256 million and $ 240 million for the 39 weeks ended September 30, 2023 and October 1, 2022, respectively.

GOODWILL AND OTHER INTANGIBLES

Goodwill includes the cost of acquired businesses in excess of the fair value of the tangible and other intangible net assets acquired.

Other intangible assets include customer relationships, amortizable trade names, the brand names comprising the Company’s portfolio of exclusive brands, and trademarks.

Other intangible assets include customer relationships, noncompete agreements, amortizable trade names, the brand names comprising the Company’s portfolio of exclusive brands, and trademarks.

Brand names and trademarks are indefinite-lived intangible assets and, accordingly, are not subject to amortization, but are subject to impairment assessments as described below.

Customer relationships and amortizable trade names are intangible assets with definite lives, and are carried at the acquired fair value less accumulated amortization.

Customer relationships and amortizable trade names are amortized over their estimated useful lives (which range from approximately 3 to 15 years).

Amortization expense was $ 11 million and $ 11 million for the 13 weeks ended July 1, 2023 and July 2, 2022, respectively, and $ 22 million and $ 22 million for the 26 weeks ended July 1, 2023 and July 2, 2022, respectively.

Customer relationships, noncompete agreements and amortizable trade names are intangible assets with definite lives, and are carried at the acquired fair value less accumulated amortization.

Customer relationships, noncompete agreements and amortizable trade names are amortized over their estimated useful lives (which range from approximately 3 to 15 years).

Amortization expense was $ 12 million and $ 11 million for the 13 weeks ended September 30, 2023 and October 1, 2022, respectively, and $ 34 million and $ 33 million for the 39 weeks ended September 30, 2023 and October 1, 2022, respectively.

Goodwill and other intangibles—net consisted of the following:

July 1, 2023 December 31, 2022

September 30, 2023 December 31, 2022

Goodwill $ 5,685 $ 5,625

9 unchanged sentences

Net carrying value

Noncompete agreements—amortizable:

Gross carrying amount 3 —

Accumulated amortization — —

Net carrying value 3 —

Brand names and trademarks—not amortizing

Total other intangibles—net $ 808 $ 785

The increases in goodwill and the gross carrying amounts of customer relationships and noncompete agreements are attributable to the Renzi Foodservice acquisition, see Note 4, Business Acquisitions.

The Company assesses for impairment of intangible assets with definite lives only if events occur that indicate that the carrying amount of an intangible asset may not be recoverable.

1 unchanged sentence

For goodwill and indefinite-lived intangible assets, the Company’s policy is to assess for impairment as of the beginning of each fiscal third quarter.

No impairments were recognized for the 26 weeks ended July 1, 2023 and July 2, 2022, respectively.

No impairments were recognized for the 39 weeks ended September 30, 2023 and October 1, 2022, respectively.

FAIR VALUE MEASUREMENTS

7 unchanged sentences

There were no transfers between fair value levels in any of the periods presented below.

The Company’s assets and liabilities measured at fair value on a recurring basis as of July 1, 2023 and December 31, 2022, aggregated by the level in the fair value hierarchy within which those measurements fall, were as follows:

The Company’s assets and liabilities measured at fair value on a recurring basis as of September 30, 2023 and December 31, 2022, aggregated by the level in the fair value hierarchy within which those measurements fall, were as follows:

September 30, 2023

Level 1 Level 2 Level 3 Total

14 unchanged sentences

The Company has in the past, and may in the future, use interest rate hedges, designated as cash flow hedges, to manage its exposure to interest rate movements in connection with its variable-rate de bt.

In April 2023, USF entered into two two-year rate cap agreements, which will mature on April 30, 2025, with a total notional amount of $ 450 million, which will effectively cap the interest rate on approximately 24 % of the current principal amount of the Term Loan Facilities.

The Company’s maximum exposure to the variable component of interest on the Term Loan Facilities will be 5 % on the notional amount covered by the interest rate cap.

In April 2023, the Company entered into two two-year rate cap agreements, which will mature on April 30, 2025, with a total notional amount of $ 450 million, which will effectively cap the interest rate on approximately 24 % of the current principal amount of the Term Loan Facilities.

The Company’s maximum exposure to the variable component of the interest rate on the Term Loan Facilities will be 5 % on the notional amount covered by the interest rate cap.

The Company had no outstanding interest rate hedge agreements as of December 31, 2022.

1 unchanged sentence

The determination of fair value includes the consideration of any credit valuation adjustments necessary, giving consideration to the creditworthiness of the respective counterparties or the Company, as appropriate.

The following table presents the balance sheet location and fair value of the interest rate caps at July 1, 2023:

Balance at July 1, 2023 Balance Sheet Location Fair Value

The following table presents the balance sheet location and fair value of the interest rate caps at September 30, 2023:

Balance at September 30, 2023 Balance Sheet Location Fair Value

Derivatives designed as hedging instruments

Interest Rate Caps Other current assets $ 2

Interest Rate Caps Other noncurrent assets $ 1

The effective portion of gains and losses on the interest rate caps are initially recorded in other comprehensive loss and reclassified to interest expense during the period in which the hedged transaction affects income.

There was no ineffectiveness attributable to the Company’s interest rate caps during the 13-weeks and 26-weeks ended July 1, 2023.

The following table presents the effect of the Company’s interest rate caps in the Consolidated Statement of Comprehensive Income for the 13-weeks and 26-weeks ended July 1, 2023 (in millions):

Derivatives in Cash Flow Hedging Relationships Amount of Gain Recognized in Other Comprehensive Income, net of tax Location of Amounts Reclassified from Accumulated Other Comprehensive Income Amount of Gain Reclassified from Accumulated Other Comprehensive Income to Income, net of tax

For the 13 weeks ended July 1, 2023

There was no ineffectiveness attributable to the Company’s interest rate caps during the 13 weeks and 39 weeks ended September 30, 2023.

The following

table presents the effect of the Company’s interest rate caps in the Consolidated Statement of Comprehensive Income for the 13 weeks and 39 weeks ended September 30, 2023:

Derivatives in Cash Flow Hedging Relationships Amount of Gain Recognized in Other Comprehensive Loss, net of tax Location of Amounts Reclassified from Accumulated Other Comprehensive Loss Amount of Gain Reclassified from Accumulated Other Comprehensive Loss to Income, net of tax

For the 13 weeks ended September 30, 2023

Interest Rate Caps $ — Interest expense ─ net $ —

For the 26 Weeks ended July 1, 2023

For the 39 weeks ended September 30, 2023

Interest Rate Caps $ 1 Interest expense ─ net $ —

During the next twelve months, the Company estimates that an immaterial amount will be reclassified from accumulated other comprehensive income to income.

During the next twelve months, the Company estimates that an immaterial amount will be reclassified from accumulated other comprehensive loss to income.

Other Fair Value Measurements

The carrying value of cash, accounts receivable, vendor receivables, cash overdraft liability and accounts payable approximate their fair values due to their short-term maturities.

The fair value of the Company’s total debt approximated $ 4.6 billion for both periods, as compared to its carrying value of $ 4.8 billion and $ 4.9 billion as of July 1, 2023 and December 31, 2022 respectively.

The fair value of the Company’s 6.25 % senior secured notes due April 15, 2025 (the “Secured Senior Notes due 2025”) was $ 1.0 billion as of both July 1, 2023 and December 31, 2022.

The fair value of the Company’s 4.75 % unsecured senior notes due February 15, 2029 (the “Unsecured Senior Notes due 2029”) was $ 0.8 billion as of both July 1, 2023 and December 31, 2022.

The fair value of the Company’s 4.625 % unsecured senior notes due June 1, 2030 (the “Unsecured Senior Notes due 2030”) was $ 0.4 billion as of both July 1, 2023 and December 31, 2022, respectively.

Fair value of the Secured Senior Notes due 2025, the Unsecured Senior Notes due 2029 and the Unsecured Senior Notes due 2030 is based upon their closing market prices on the respective dates.

The fair value of the Secured Senior Notes due 2025, the Unsecured Senior Notes due 2029 and the Unsecured Senior Notes due 2030 is classified under Level 2 of the fair value hierarchy.

The fair value of the Company’s total debt approximated $ 4.5 billion and $ 4.6 billion as of September 30, 2023 and December 31, 2022, respectively, as compared to its carrying value of $ 4.7 billion and $ 4.8 billion as of September 30, 2023 and December 31, 2022 respectively.

The fair value of the Company’s 6.25 % senior secured notes due April 15, 2025 (the “Secured Senior Notes due 2025”) was $ 1.0 billion as of December 31, 2022.

The fair value of the Company’s 6.875 % senior unsecured notes due September 15, 2028 (the “Unsecured Senior Notes due 2028”) was $ 0.5 billion as of September 30, 2023.

The fair value of the Company’s 4.75 % unsecured senior notes due February 15, 2029 (the “Unsecured Senior Notes due 2029”) was $ 0.8 billion as of both September 30, 2023 and December 31, 2022.

The fair value of the Company’s 4.625 % unsecured senior notes due June 1, 2030 (the “Unsecured Senior Notes due 2030”) was $ 0.4 billion as of both September 30, 2023 and December 31, 2022.

The fair value of the Company’s 7.250 % senior unsecured notes due January 15, 2032 (the “Unsecured Senior Notes due 2032”) was $ 0.5 billion as of September 30, 2023.

Fair value of the Unsecured Senior Notes dues 2028, the Unsecured Senior Notes due 2029, the Unsecured Senior Notes due 2030 and the Unsecured Senior Notes due 2032 is based upon their closing market prices on the respective dates.

The fair value of the Unsecured Senior Notes due 2028, the Unsecured Senior Notes due 2029, the Unsecured Senior Notes due 2030 and the Unsecured Senior Notes due 2032 is classified under Level 2 of the fair value hierarchy.

The fair value of the balance of the Company’s debt is primarily classified under Level 3 of the fair value hierarchy, with fair value estimated based upon a combination of the cash outflows expected under these debt facilities, interest rates that are currently available to the Company for debt with similar terms, and estimates of the Company’s overall credit risk.

Total debt consisted of the following:

Debt Description Maturity Interest Rate as of July 1, 2023 Carrying Value as of July 1, 2023 Carrying Value as of December 31, 2022

Debt Description Maturity Interest Rate as of September 30, 2023 Carrying Value as of September 30, 2023 Carrying Value as of December 31, 2022

ABL Facility December 7, 2027 8.50 % $ — $ —

2019 Incremental Term Loan Facility (net of $14 and $19 of unamortized deferred financing costs, respectively) September 13, 2026 7.22 % 1,170 1,232

2021 Incremental Term Loan Facility (net of $4 and $6 of unamortized deferred financing costs, respectively) November 22, 2028 7.97 % 717 786

2019 Incremental Term Loan Facility (net of $ 12 and $ 19 of unamortized deferred financing costs, respectively)

September 13, 2026 7.43 % 1,108 1,232

2021 Incremental Term Loan Facility (net of $ 3 and $ 6 of unamortized deferred financing costs, respectively)

November 22, 2028 7.93 % 718 786

Secured Senior Notes due 2025 (net of $ 0 and $ 7 of unamortized deferred financing costs, respectively) (1)

April 15, 2025 6.25 % — 993

Unsecured Senior Notes due 2028 (net of $ 5 unamortized deferred financing costs) (1)

September 15, 2028 6.88 % 495 —

Unsecured Senior Notes due 2029 (net of $ 6 and $ 7 of unamortized deferred financing costs, respectively)

February 15, 2029 4.75 % 894 893

Unsecured Senior Notes due 2030 (net of $4 and $4 of unamortized deferred financing costs, respectively) June 1, 2030 4.625 % 496 496

Unsecured Senior Notes due 2030 (net of $ 4 and $ 4 of unamortized deferred financing costs, respectively)

June 1, 2030 4.625 % 496 496

Unsecured Senior Notes due 2032 (net of $ 5 of unamortized deferred financing costs) (1)

January 15, 2032 7.25 % 495 —

Obligations under financing leases 2023–2031 1.26 %- 8.31 %

4 unchanged sentences

Long-term debt $ 4,574 $ 4,738

As of July 1, 2023, after considering interest rate caps that fixed the interest rate on a total notional amount of $450 million of the current principal amount of the Term Loan Facilities described below, approximately 31 % of the Company’s total debt bore interest at a floating rate.

(1) The Secured Senior Notes due 2025 were paid in full on September 25, 2023, with the proceeds from the issuance of the

Unsecured Senior Notes due 2028 and the Unsecured Senior Notes due 2032, as well as cash on hand, as further discussed below.

As of September 30, 2023, after considering interest rate caps that fixed the variable component of the interest rate on a total notional amount of $ 450 million of the current principal amount of the Term Loan Facilities described below, approximately 30 % of the Company’s total debt bore interest at a floating rate.

USF’s asset based senior secured revolving credit facility (the “ABL Facility”) provides USF with loan commitments having a maximum aggregate principal amount of $ 2,300 million.

The ABL Facility is scheduled to mature on December 7, 2027.

Borrowings under the ABL Facility bear interest, at USF’s periodic election, at a rate equal to the sum of an alternative base rate (“ABR”), as described in the ABL Facility, plus a margin ranging from 0.00 % to 0.50 %, or the sum of the Secured Overnight Financing Rate (“SOFR”) plus a margin ranging from 1.00 % to 1.50 %, based on USF’s excess availability under the ABL Facility, and a credit spread adjustment of 0.10 %.

The margin under the ABL Facility as of July 1, 2023 was 0.00 % for ABR loans and 1.00 % for SOFR loans.

USF had no outstanding borrowings, and had outstanding letters of credit totaling $ 471 million, under the ABL Facility as of July 1, 2023.

Borrowings under the ABL Facility bear interest, at USF’s periodic election, at a rate equal to the sum of an alternative base rate (“ABR”), as described in the ABL Facility, plus a margin ranging from 0.00 % to 0.50 % based on USF’s excess availability under the ABL Facility, or the sum of the Term Secured Overnight Financing Rate (“Term SOFR”) plus a margin ranging from 1.00 % to 1.50 %, based on USF’s excess availability under the ABL Facility, and a credit spread adjustment of 0.10 %.

The margin under the ABL Facility as of September 30, 2023 was 0.00 % for ABR loans and 1.00 % for Term SOFR loans.

USF had no outstanding borrowings, and had outstanding letters of credit totaling $ 487 million, under the ABL Facility as of September 30, 2023.

The outstanding letters of credit primarily relate to securing USF’s obligations with respect to its insurance program and certain real estate leases.

There was available capacity of $ 1,829 million under the ABL Facility as of July 1, 2023.

There was available capacity of $ 1,813 million under the ABL Facility as of September 30, 2023.

Term Loan Facilities

Under its term loan credit agreement, USF has entered into an incremental senior secured term loan facility borrowed in September 2019 (the “2019 Incremental Term Loan Facility”) and an incremental senior secured term loan facility borrowed in November 2021 (the “2021 Incremental Term Loan Facility”).

On June 1, 2023, USF entered into an amendment to its term loan credit agreement to replace the LIBOR-based interest rate option included in the term loan credit agreement with an interest rate option based upon SOFR.

The table above reflects the interest rate on the unhedged portion of the Initial Term Loan Facility as of July 1, 2023.

The Company’s maximum exposure to the variable component of interest on the Term Loan Facilities will be 5 % on the notional amount covered by the interest rate cap described above.

On June 1, 2023, USF entered into an amendment to its term loan credit agreement to replace the LIBOR-based interest rate option included in the term loan credit agreement with an

interest rate option based upon Term SOFR.

The Company’s maximum exposure to the variable component of the interest rate on the Term Loan Facilities will be 5 % on the notional amount covered by the interest rate caps described above.

2019 Incremental Term Loan Facility

The 2019 Incremental Term Loan Facility had an outstanding balance of $ 1,170 million, net of $ 14 million of unamortized deferred financing costs as of July 1, 2023.

During the 13 weeks and 26 weeks ended July 1, 2023 we voluntarily prepaid $ 60

million of the 2019 Incremental Term Loan Facility.

Borrowings under the 2019 Incremental Term Loan Facility bear interest at a rate per annum equal to, at USF’s option, either the sum of (i) SOFR plus (ii) a credit spread adjustment of (a) 0.11448 % for a one-month term, (b) 0.26161 % for a three-month term, or (c) 0.42826 % for a six month term, (with the sum of SOFR and the foregoing credit spread adjustment subject to a SOFR “floor” of 0.00 %) plus (iii) a margin of 2.00 %, or the sum of (i) an ABR, as described in the 2019 Incremental Term Loan Facility plus a margin of 1.00 %.

The 2019 Incremental Term Loan Facility had an outstanding balance of $ 1,108 million, net of $ 12 million of unamortized deferred financing costs as of September 30, 2023.

During the 13 weeks and 39 weeks ended September 30, 2023 the Company voluntarily prepaid $ 60 million and $ 120 million, respectively, of the 2019 Incremental Term Loan Facility.

Borrowings under the 2019 Incremental Term Loan Facility bear interest at a rate per annum equal to, at USF’s option, either the sum of (i) Term SOFR plus (ii) a credit spread adjustment of (a) 0.11448 % for a one-month term, (b) 0.26161 % for a three-month term, or (c) 0.42826 % for a six month term, (with the sum of Term SOFR and the foregoing credit spread adjustment subject to a Term SOFR “floor” of 0.00 %) plus (iii) a margin of 2.00 %, or the sum of (i) an ABR, as described in the 2019 Incremental Term Loan Facility plus a margin of 1.00 %.

The 2019 Incremental Term Loan Facility will mature on September 13, 2026.

2021 Incremental Term Loan Facility

The 2021 Incremental Term Loan Facility had an outstanding balance of $ 717 million, net of $ 4 million of unamortized deferred financing costs as of July 1, 2023.

During the 26 weeks ended July 1, 2023 we voluntarily prepaid $ 65 million of the 2021 Incremental Term Loan Facility.

Borrowings under the 2021 Incremental Term Loan Facility bear interest at a rate per annum equal to, at USF’s option, either the sum of (i) SOFR plus (ii) a credit spread adjustment of (a) 0.11448 % for a one-month term, (b) 0.26161 % for a three-month term, or (c) 0.42826 % for a six month term, (with the sum of SOFR and the foregoing credit spread adjustment subject to a SOFR “floor” of 0.00 %) plus (iii) a margin of 2.75 %, or the sum of (i) an ABR, as described in the 2021 Incremental Term Loan Facility, plus a margin of 1.75 %.

The 2021 Incremental Term Loan Facility had an outstanding balance of $ 718 million, net of $ 3 million of unamortized deferred financing costs as of September 30, 2023.

During the 39 weeks ended September 30, 2023 the Company voluntarily prepaid $ 65 million of the 2021 Incremental Term Loan Facility.

Borrowings under the 2021 Incremental Term Loan Facility bear interest at a rate per annum equal to, at USF’s option, either the sum of (i) Term SOFR plus (ii) a credit spread adjustment of (a) 0.11448 % for a one-month term, (b) 0.26161 % for a three-month term, or (c) 0.42826 % for a six month term, (with the sum of Term SOFR and the foregoing credit spread adjustment subject to a Term SOFR “floor” of 0.00 %) plus (iii) a margin of 2.50 %, or the sum of (i) an ABR, as described in the 2021 Incremental Term Loan Facility, plus a margin of 1.50 %.

The 2021 Incremental Term Loan Facility will mature on November 22, 2028.

On August 22, 2023, the 2021 Incremental Term Loan Facility was further amended to lower the interest rate margins under the term loan facility to 2.50 % for Term SOFR borrowings and 1.50 % for ABR borrowings.

The Company applied modification accounting to the majority of the continuing lenders as the terms were not substantially different from the terms that applied to those lenders prior to the amendment.

For the remaining lenders, the Company applied debt extinguishment accounting.

The Company recorded $ 1 million of third-party costs and a write-off of $ 1 million of unamortized deferred financing costs, related to the August 22, 2023 amendment in interest expense.

Unamortized deferred financing costs of $ 3 million at September 30, 2023 were carried forward and will be amortized through November 22, 2028, the maturity date of the term loan facility.

Secured Senior Notes due 2025

The Secured Senior Notes due 2025 had an outstanding balance of $ 995 million, net of $ 5 million of unamortized deferred financing costs, as of July 1, 2023.

The Secured Senior Notes due 2025 bear interest at a rate of 6.25 % per annum and will mature on April 15, 2025.

On September 25, 2023, the Company redeemed all of the then outstanding Secured Senior Notes due 2025, using proceeds from the issuance of the Unsecured Senior Notes due 2028 and the Unsecured Senior Notes due 2032, along with cash on hand, as discussed below.

As a result of the early redemption of the Secured Senior Notes due 2025, the Company incurred a $ 16 million prepayment premium, as well as wrote-off deferred financing fees of $ 5 million.

The total loss on extinguishment of debt of $ 21 million is presented separately in the Company’s Consolidated Statements of Comprehensive Income.

Unsecured Senior Notes due 2028

The Unsecured Senior Notes due 2029 had an outstanding balance of $ 893 million, net of $ 7 million of unamortized deferred financing costs, as of July 1, 2023.

On September 25, 2023, USF completed a private offering of $ 500 million aggregate principal amount of Unsecured Senior Notes due 2028.

USF used the proceeds of the Unsecured Senior Notes due 2028, together with the proceeds of the Unsecured Senior Notes due 2032 and cash on hand, to redeem all of the then outstanding Secured Senior Notes due 2025, and to pay related fees and expenses.

Lender fees and third-party costs of $ 5 million in connection with the issuance of the Unsecured Senior Notes due 2028 were capitalized as deferred financing costs.

The Unsecured Senior Notes due 2028 had an outstanding balance of $ 495 million, net of the $ 5 million of unamortized deferred financing costs, as of September 30, 2023.

The Unsecured Senior Notes due 2028 bear interest at a rate of 6.875 % per annum and will mature on September 15, 2028.

On or after September 15, 2025, the Unsecured Senior Notes due 2028 are redeemable, at USF’s option, in whole or in part at a price of 103.438 % of the remaining principal, plus accrued and unpaid interest, if any, to, but not including, the applicable redemption date.

On or after September 15, 2026 and September 15, 2027, the optional redemption price for the Unsecured Senior Notes due 2028 declines to 101.719 % and 100.00 %, respectively, of the remaining principal amount, plus accrued and unpaid interest, if any, to, but not including, the applicable redemption date.

Unsecured Senior Notes due 2029

The Unsecured Senior Notes due 2029 had an outstanding balance of $ 894 million, net of $ 6 million of unamortized deferred financing costs, as of September 30, 2023.

The Unsecured Senior Notes due 2029 bear interest at a rate of 4.75 % per annum and will mature on February 15, 2029.

Unsecured Senior Notes due 2030

The Unsecured Senior Notes due 2030 had an outstanding balance of $ 496 million, net of $ 4 million of unamortized deferred financing costs, as of July 1, 2023.

The Unsecured Senior Notes due 2030 had an outstanding balance of $ 496 million, net of $ 4 million of unamortized deferred financing costs, as of September 30, 2023.

The Unsecured Senior Notes due 2030 bear interest at a rate of 4.625 % per annum and will mature on June 1, 2030.

Unsecured Senior Notes due 2032

On September 25, 2023, USF completed a private offering of $ 500 million aggregate principal amount of Unsecured Senior Notes due 2032.

USF used the proceeds of the Unsecured Senior Notes due 2032, together with the proceeds of the Unsecured Senior Notes due 2028 and cash on hand, to redeem all of the then outstanding Secured Senior Notes due 2025, and to pay related fees and expenses.

Lender fees and third-party costs of $ 5 million in connection with the issuance of the Unsecured Senior Notes due 2032 were capitalized as deferred financing costs.

The Unsecured Senior Notes due 2032 had an outstanding balance of $ 495 million, net of the $ 5 million of unamortized deferred financing costs, as of September 30, 2023.

The Unsecured Senior Notes due 2032 bear interest at a rate of 7.250 % per annum and will mature on January 15, 2032.

On or after September 15, 2026, the Unsecured Senior Notes due 2032 are redeemable, at USF’s option, in whole or in part at a price of 103.625 % of the remaining principal, plus accrued and unpaid interest, if any, to, but not including, the applicable redemption date.

On or after September 15, 2027 and September 15, 2028, the optional redemption price for the Unsecured Senior Notes due 2032 declines to 101.813 % and 100.00 %, respectively, of the remaining principal amount, plus accrued and unpaid interest, if any, to, but not including, the applicable redemption date.

Debt Covenants

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These include, among other things, covenants that restrict our ability to incur certain additional indebtedness, create or permit liens on assets, pay dividends, or engage in mergers or consolidations.

USF had approximately $ 1.8 billion of restricted payment capacity under these covenants, and approximately $ 2.8 billion of its net assets were restricted after taking into consideration the net deferred tax assets and intercompany balances that eliminate in consolidation as of July 1, 2023.

USF had approximately $ 1.9 billion of restricted payment capacity under these covenants, and approximately $ 2.8 billion of its net assets were restricted after taking into consideration the net deferred tax assets and intercompany balances that eliminate in consolidation as of September 30, 2023.

RESTRUCTURING LIABILITIES

From time to time, the Company may implement initiatives or close or consolidate facilities in an effort to reduce costs and improve operating effectiveness.

In connection with these activities, the Company may incur various costs including severance and other employee-related separation costs.

During the 13 weeks and 39 weeks ended September 30, 2023, the Company incurred net restructuring costs of $ 3 million primarily related to initiatives to improve operational effectiveness.

During both the 13 weeks and 39 weeks ended October 1, 2022, the net restructuring costs were de minimis.

Net restructuring liabilities were $ 3 million as of September 30, 2023 and December 31, 2022.

RETIREMENT PLANS

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13 Weeks Ended 39 Weeks Ended

July 1, 2023 July 2, 2022 July 1, 2023 July 2, 2022

September 30, 2023 October 1, 2022 September 30, 2023 October 1, 2022

Components of net periodic pension benefit credits

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Net periodic pension benefit credits $ ( 1 ) $ ( 4 ) $ ( 3 ) $ ( 14 )

Other postretirement benefit costs were de minimis for both the 13 weeks and 26 weeks ended July 1, 2023 and July 2, 2022.

Other postretirement benefit costs were de minimis for both the 13 weeks and 39 weeks ended September 30, 2023 and October 1, 2022.

The service cost component of net periodic benefit credits is included in distribution, selling and administrative costs, while the other components of net periodic benefit credits are included in other income—net in the Company’s Consolidated Statements of Comprehensive Income.

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Certain employees are eligible to participate in the Company’s 401(k) plan.

The Company made employer matching contributions to the 401(k) plan of $ 16 million and $ 14 million for the 13 weeks ended July 1, 2023 and July 2, 2022, respectively, and $ 33 million and $ 30 million for the 26 weeks ended July 1, 2023 and July 2, 2022, respectively.

The Company made employer matching contributions to the 401(k) plan of $ 16 million and $ 14 million for the 13 weeks ended September 30, 2023 and October 1, 2022, respectively, and $ 48 million and $ 44 million for the 39 weeks ended September 30, 2023 and October 1, 2022, respectively.

The Company is also required to contribute to various multiemployer pension plans under the terms of collective bargaining agreements that cover certain of its union-represented employees.

The Company’s contributions to these plans were $ 15 million and $ 12 million for the 13 weeks ended July 1, 2023 and July 2, 2022, respectively, and $ 28 million and $ 24 million for the 26 weeks ended July 1, 2023 and July 2, 2022, respectively.

The Company’s contributions to these plans were $ 14 million and $ 12 million for the 13 weeks ended September 30, 2023 and October 1, 2022, respectively, and $ 42 million and $ 36 million for the 39 weeks ended September 30, 2023 and October 1, 2022, respectively.

STOCKHOLDERS’ EQUITY

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The Company applies the if-converted method to calculate the dilution impact of the Series A convertible preferred stock (the “Series A Preferred Stock”), if dilutive in the period.

For the 13 weeks ended July 1, 2023 and July 2, 2022, share-based awards representing less than 1 million and 3 million underlying common shares, respectively, were not included in the computation because the effect would have been anti-dilutive.

For the 26 weeks ended July 1, 2023 and July 2, 2022, share-based awards representing 1 million and 3 million underlying common shares, respectively, were not included in the computation because the effect would have been anti-dilutive.

Additionally, for the 13 weeks and 26 weeks ended July 2, 2022, Series A Preferred Stock representing 25 million of underlying common shares were not included in the computation because the effect would have been anti-dilutive.

The Series A Preferred Stock shares were dilutive for the 13 weeks and 26 weeks ended July 1, 2023.

For the 13 weeks ended September 30, 2023 and October 1, 2022, share-based awards representing less than 1 million and 3 million underlying common shares, respectively, were not included in the computation because the effect would have been anti-dilutive.

For the 39 weeks ended September 30, 2023 and October 1, 2022, share-based awards representing less than 1 million and 3 million underlying common shares, respectively, were not included in the computation because the effect would have been anti-dilutive.

Additionally, for the 13 weeks and 39 weeks ended October 1, 2022, Series A Preferred Stock representing 25 million of underlying common shares were not included in the computation because the effect would have been anti-dilutive.

The Series A Preferred Stock shares were dilutive for the 39 weeks ended September 30, 2023.

The following table sets forth the computation of basic and diluted EPS:

13 Weeks Ended 39 Weeks Ended

July 1, 2023 July 2, 2022 July 1, 2023 July 2, 2022

September 30, 2023 October 1, 2022 September 30, 2023 October 1, 2022

$ 95 $ 109 $ 359 $ 172

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Once converted, there would be no preferred stock outstanding and therefore no Series A Preferred Stock dividend.

As of July 1, 2023, the 11 million and 17 million shares represent the weighted average impact of these shares during the 13 weeks and 26 weeks ended July 1, 2023, respectively.

As of September 30, 2023, the 11 million shares represent the weighted average impact of these shares during the 39 weeks ended September 30, 2023.

See Note 14, Convertible Preferred Stock, for details on the Series A Preferred Stock.

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On November 2, 2022, our Board of Directors approved a share repurchase program under which the Company is authorized to repurchase up to $ 500 million of its outstanding common stock.

During the 13 weeks ended July 1, 2023 the Company repurchased 4,179,757 shares at an aggregate purchase price of approximately $ 166 million under the program, including $ 150 million as part of the Series A Preferred Stock conversion on May 26, 2023 as discussed in Note 12, Convertible Preferred Stock.

During the 26 weeks ended July 1, 2023, the Company repurchased 5,097,461 shares at an aggregate purchase price of approximately $ 200 million under the program.

Additionally, during the 26 weeks ended July 1, 2023, the Company recorded $ 2 million of excise tax associated with common stock repurchases.

At July 1, 2023, there was approximately $ 286 million in remaining funds authorized under this program.

During the 13 weeks ended September 30, 2023 the Company repurchased 726,690 shares at an aggregate purchase price of approximately $ 29 million under the program.

During the 39 weeks ended September 30, 2023, the Company repurchased 5,824,151 shares at an aggregate purchase price of approximately $ 229 million under the program.

Additionally, during the 39 weeks ended September 30, 2023, the Company recorded $ 2 million of excise tax associated with common stock repurchases.

At September 30, 2023, there was approximately $ 257 million in remaining funds authorized under this program.

The size and timing of any repurchases will depend on a number of factors, including share price, general business and market conditions and other factors.

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13 Weeks Ended 39 Weeks Ended

July 1, 2023 July 2, 2022 July 1, 2023 July 2, 2022

September 30, 2023 October 1, 2022 September 30, 2023 October 1, 2022

Accumulated other comprehensive loss components

4 unchanged sentences

Amortization of net loss (2) (3)

Total before income tax

Income tax provision

Current period comprehensive income, net of tax

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Change in fair value of interest rate caps — — 1 —

Amounts reclassified to interest expense − net — — — —

Total before income tax 1 — 1 —

Income tax (benefit) provision — — — —

Current period comprehensive income, net of tax 1 — 1 —

Balance at end of period (1)

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As of December 31, 2022, FMR LLC held approximately 11 % of the Company’s outstanding common stock based solely on information provided in its most recent amendment to its Schedule 13G filed with the SEC.

As of July 1, 2023 and December 31, 2022, as reported by the administrative agent of the 2019 and 2021 Incremental Term Loan Facilities, investment funds managed by an affiliate of FMR LLC held approximately $ 2 million and $ 19 million in aggregate principal amount of the 2019 Incremental Term Loan Facility and the 2021 Incremental Term Loan Facility.

As of September 30, 2023 and December 31, 2022, as reported by the administrative agent of the 2019 and 2021 Incremental Term Loan Facilities, investment funds managed by an affiliate of FMR LLC held approximately $ 2 million in aggregate principal amount of the 2021 Incremental Term Loan Facility.

As December 31, 2022, FMR LLC held approximately $ 17 million in aggregate principal amount of the 2019 Incremental Term Loan Facility.

Certain FMR LLC affiliates also provide administrative and trustee services for the Company’s 401(k) Plan and provide administrative services for other Company sponsored employee benefit plans.

Fees earned by FMR LLC affiliates are not material to the Company’s consolidated financial statements.

As of May 26, 2023, KKR has converted all outstanding Series A Preferred Stock holdings, has relinquished their seat on the Company’s Board of Directors and is no longer considered a related party.

As of May 26, 2023, KKR converted all outstanding Series A Preferred Stock holdings, relinquished their seat on the Company’s Board of Directors and is no longer considered a related party.

See Note 14, Convertible Preferred Stock, for details on the Series A Preferred Stock.

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federal and various state jurisdictions based on enacted tax law, permanent differences between book and tax items, tax credits and the Company’s change in relative income in each jurisdiction.

The Company estimated its annual effective income tax rate for the full fiscal year and applied the annual effective income tax rate to the results of the 26 weeks ended July 1, 2023 and July 2, 2022, and then recognized the impact of discrete tax items for purposes of determining its year-to-date tax provision.

For the 13 weeks ended July 1, 2023, the Company’s effective income tax rate of 25 % differed from the 21 % federal corporate income tax rate primarily as a result of state income taxes and the recognition of various discrete tax items.

These discrete tax items included a tax benefit of $ 2 million, primarily related to excess tax benefits associated with share-based compensation and a tax benefit of $ 3 million, primarily related to adjustments to prior year tax provision estimates.

For the 13 weeks ended July 2, 2022, the Company’s effective income tax rate of 26 % differed from the 21 % federal corporate income tax rate primarily as a result of state income taxes and the recognition of various discrete tax items.

These discrete tax items included a tax benefit of $ 1 million, primarily related to excess tax benefits associated with share-based compensation.

For the 26 weeks ended July 1, 2023, the Company’s effective income tax rate of 24 % differed from the 21 % federal corporate income tax rate primarily as a result of state income taxes and the recognition of various discrete tax items.

These discrete tax items included a tax benefit of $ 6 million, primarily related to excess tax benefits associated with share-based compensation and a tax benefit of $ 3 million, primarily related to adjustments to prior year tax provision estimates.

For the 26 weeks ended July 2, 2022, the Company’s effective income tax rate of 21 % was equivalent to the 21 % federal corporate income tax rate primarily as a result of state income taxes and the recognition of various discrete tax items.

The Company estimated its annual effective income tax rate for the full fiscal year and applied the annual effective income tax rate to the results of the 39 weeks ended September 30, 2023 and October 1, 2022, and then recognized the impact of discrete tax items for purposes of determining its year-to-date tax provision.

For the 13 weeks ended September 30, 2023, the Company’s effective income tax rate of 27 % differed from the 21 % federal corporate income tax rate primarily as a result of state income taxes and the recognition of various discrete tax items.

The discrete tax items were not material individually or in the aggregate.

For the 13 weeks ended October 1, 2022, the Company’s effective income tax rate of 29 % differed from the 21 % federal corporate income tax rate primarily as a result of state income taxes and the recognition of various discrete tax items.

These discrete tax items included a tax expense of $ 2 million, primarily related to share-based compensation.

For the 39 weeks ended September 30, 2023, the Company’s effective income tax rate of 25 % differed from the 21 % federal corporate income tax rate primarily as a result of state income taxes and the recognition of various discrete tax items.

discrete tax items included a tax benefit of $ 6 million, primarily related to excess tax benefits associated with share-based compensation and a tax benefit of $ 4 million, primarily related to adjustments to prior year tax provision estimates.

For the 39 weeks ended October 1, 2022, the Company’s effective income tax rate of 26 % differed from the 21 % federal corporate income tax rate primarily as a result of state income taxes and the recognition of various discrete tax items.

These discrete tax items included a tax benefit of $ 3 million primarily related to excess tax benefits associated with share-based compensation.

1 unchanged sentence

Purchase Commitments —The Company enters into purchase orders with vendors and other parties in the ordinary course of business and has a limited number of purchase contracts with certain vendors that require it to buy a predetermined volume of products.

The Company had $ 1,712 million of purchase orders and purchase contract commitments as of July 1, 2023 to be purchased in the remainder of fiscal year 2023 and $ 55 million of information technology commitments through September 2025 that are not recorded in the Company’s Consolidated Balance Sheets.

The Company had $ 896 million of purchase orders and purchase contract commitments as of September 30, 2023 to be purchased in the remainder of fiscal year 2023 and $ 30 million of information technology commitments through September 2025 that are not recorded in the Company’s Consolidated Balance Sheets.

To minimize fuel price risk, the Company enters into forward purchase commitments for a portion of its projected diesel fuel requirements.

The Company had diesel fuel forward purchase commitments totaling $ 22 million through December 2023, as of July 1, 2023.

Additionally, the Company had electricity forward purchase commitments totaling $ 4 million through June 2024, as of July 1, 2023.

The Company had diesel fuel forward purchase commitments totaling $ 11 million through December 2023, as of September 30, 2023.

Additionally, the Company had electricity forward purchase commitments totaling $ 7 million through July 2025, as of September 30, 2023.

The Company does not measure its forward purchase commitments for fuel and electricity at fair value, as the amounts under contract meet the physical delivery criteria in the normal purchase exception.

12 unchanged sentences

Capital projects, whether for cost savings or generating incremental revenue, are evaluated based on estimated economic returns to the organization as a whole.

SUBSEQUENT EVENTS

Renzi Foodservice Acquisition - On July 7, 2023, the Company completed the asset acquisition of Renzi Foodservice for $ 143 million .

The acquisition will allow US Foods to further expand its reach into central upstate New York.

The Company funded the acquisition with cash on hand.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements