What changed in this filing

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Item 1. Financial Statements

2025-08-07 compared with 2025-05-08 · 114 added, 80 removed, 407 unchanged (32% of the section changed)

3 unchanged sentences

(In millions, except par value)

March 29, 2025 December 28, 2024

June 28, 2025 December 28, 2024

Current assets:

29 unchanged sentences

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

255.8 issued and 231.3 outstanding as of March 29, 2025, and 254.7 issued and 230.5 outstanding as of December 28, 2024

256.2 issued and 228.5 outstanding as of June 28, 2025, and 254.7 issued and 230.5 outstanding as of December 28, 2024

Additional paid-in capital 3,780 3,748

9 unchanged sentences

(In millions, except per share data)

13 Weeks Ended

March 29, 2025 March 30, 2024

13 weeks ended 26 weeks ended

June 28, 2025 June 29, 2024 June 28, 2025 June 29, 2024

Net sales $ 10,082 $ 9,709 $ 19,433 $ 18,658

6 unchanged sentences

Operating income 372 353 596 518

Other income—net ( 1 ) ( 1 )

Other (income) expense—net ( 2 ) 3 ( 3 ) 2

Interest expense—net 74 81 151 160

13 unchanged sentences

Basic (Note 10)

230 246 230 245

Diluted (Note 10)

233 248 234 248

See Notes to Consolidated Financial Statements (Unaudited).

13 unchanged sentences

Tax withholding payments for net share-settled equity awards — — ( 33 ) — — — — ( 33 )

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

Common stock repurchased — — — — 0.3 ( 23 ) — ( 23 )

1 unchanged sentence

BALANCE—March 29, 2025 255.8 $ 3 $ 3,744 $ 2,118 24.5 $ ( 1,292 ) $ 43 $ 4,616

Share-based compensation expense — — 23 — — — — 23

Proceeds from employee share purchase plan 0.1 — 10 — — — — 10

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

Exercise of stock options 0.2 — 4 — — — — 4

Tax withholding payments for net share-settled equity awards — — ( 1 ) — — — — ( 1 )

Common stock repurchased — — — — 3.2 ( 250 ) — ( 250 )

Net income — — — 224 — — — 224

BALANCE—June 28, 2025 256.2 $ 3 $ 3,780 $ 2,342 27.7 $ ( 1,542 ) $ 43 $ 4,626

Common Stock Additional

13 unchanged sentences

BALANCE—March 30, 2024 253.9 $ 3 $ 3,668 $ 1,591 8.1 $ ( 324 ) $ ( 113 ) $ 4,825

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

Proceeds from employee share purchase plan 0.2 — 9 — — — — 9

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

Exercise of stock options 0.1 — 4 — — — — 4

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

Common stock repurchased — — — — 0.7 ( 41 ) — ( 41 )

Net income — — — 198 — — — 198

BALANCE—June 29, 2024 254.3 $ 3 $ 3,696 $ 1,789 8.8 $ ( 365 ) $ ( 112 ) $ 5,011

See Notes to Consolidated Financial Statements (Unaudited).

3 unchanged sentences

26 weeks ended

March 29, 2025 March 30, 2024

June 28, 2025 June 29, 2024

Cash flows from operating activities:

2 unchanged sentences

Depreciation and amortization 227 213

Deferred tax provision 8 5

Deferred tax provision (benefit) 15 ( 11 )

Share-based compensation expense 45 30

3 unchanged sentences

Increase in receivables ( 230 ) ( 181 )

Decrease (increase) in inventories 120 ( 20 )

Increase in prepaid expenses and other assets ( 13 ) ( 1 )

Decrease in inventories 65 19

(Increase) decrease in prepaid expenses and other assets ( 18 ) 13

Increase in accounts payable and cash overdraft liability 268 277

16 unchanged sentences

Proceeds from exercise of stock options 5 9

Purchase of interest rate caps ( 1 ) —

Tax withholding payments for net share-settled equity awards ( 34 ) ( 20 )

Net cash used in financing activities ( 518 ) ( 117 )

Net increase (decrease) in cash, cash equivalents and restricted cash 42 ( 2 )

Net increase in cash, cash equivalents and restricted cash 2 136

Cash, cash equivalents and restricted cash—beginning of period 59 269

6 unchanged sentences

Leased assets obtained in exchange for operating lease liabilities 68 19

Cashless exercise of stock options — 4

See Notes to Consolidated Financial Statements (Unaudited).

37 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 March 29, 2025 or December 28, 2024.

Customer receivables, which are included in accounts receivable, less allowances in the Company’s Consolidated Balance Sheets, were $ 2.1 billion and $ 2.0 billion as of March 29, 2025 and December 28, 2024, respectively.

The Company did not have any material outstanding performance obligations, contract liabilities or capitalized contract acquisition costs as of June 28, 2025 or December 28, 2024.

Customer receivables, which are included in accounts receivable, less allowances in the Company’s Consolidated Balance Sheets, were $ 2.1 billion and $ 2.0 billion as of June 28, 2025 and December 28, 2024, 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 $ 52 million and $ 43 million included in prepaid expenses in the Company’s Consolidated Balance Sheets as of March 29, 2025 and December 28, 2024, respectively, and $ 52 million and $ 50 million included in other assets in the Company’s Consolidated Balance Sheets as of March 29, 2025 and December 28, 2024, respectively.

The Company’s contract assets for these upfront payments were $ 58 million and $ 43 million included in prepaid expenses in the Company’s Consolidated Balance Sheets as of June 28, 2025 and December 28, 2024, respectively, and $ 62 million and $ 50 million included in other assets in the Company’s Consolidated Balance Sheets as of June 28, 2025 and December 28, 2024, respectively.

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

13 Weeks Ended

March 29, 2025 March 30, 2024

13 weeks ended 26 weeks ended

June 28, 2025 June 29, 2024 June 28, 2025 June 29, 2024

Meats and seafood $ 3,554 $ 3,329 $ 6,761 $ 6,305

10 unchanged sentences

The Jake’s Finer Foods acquisition, reflected in the Company’s consolidated financial statements commencing from the date of acquisition, did not materially affect the Company’s results of operations or financial position.

The Company is in the process of finalizing working capital adjustments for this acquisition.

The Company recorded goodwill of $ 4 million and intangible assets of $ 5 million for this acquisition.

1 unchanged sentence

Jake’s Finer Foods is integrated into the Company’s foodservice distribution network.

IWC Food Service —During the fiscal quarter ended June 29, 2024, the Company acquired IWC Food Service, a broadline distributor in Tennessee, for a purchase price of $ 220 million (less the amount of cash received, which was $ 6 million) for a net purchase price of $ 214 million, subject to adjustments.

The acquisition, which was a stock acquisition, was funded with cash from operations and allows US Foods to further expand its reach into Tennessee and distribution channels to the southeast United States.

The IWC Food Service acquisition, reflected in the Company’s consolidated financial statements commencing from the date of the closing of the acquisition on April 5, 2024, did not materially affect the Company’s results of operations or financial position.

The Company recorded goodwill of $ 81 million and intangible assets of $ 82 million for this acquisition.

The intangible assets included $ 78 million related to customer relationships and $ 4 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 IWC Food Service acquisition is deductible for tax purposes.

IWC Food Service is integrated into the Company’s foodservice distribution network.

Freshway Divestiture —During the fiscal quarter ended March 29, 2025, the Company completed the sale of the Freshway business for net proceeds of approximately $ 38 million.

8 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 $ 554 million and $ 549 million as of March 29, 2025 and December 28, 2024, respectively.

As a result of changes in LIFO reserves, cost of goods increased $ 5 million and $ 45 million for the 13 weeks ended March 29, 2025 and March 30, 2024, respectively.

LIFO reserves in the Company’s Consolidated Balance Sheets were $ 568 million and $ 549 million as of June 28, 2025 and December 28, 2024, respectively.

As a result of changes in LIFO reserves, cost of goods increased $ 14 million for the 13 weeks ended June 28, 2025 and t here was no change in cost of goods sold for the 13 weeks ended June 29, 2024, resulting from LIFO reserves.

As a result of changes in LIFO reserves, cost of goods increased $ 19 million and $ 45 million for the 26 weeks ended June 28, 2025 and June 29, 2024, 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 March 29, 2025 and December 28, 2024, property and equipment-net included accumulated depreciation of $ 3,345 million and $ 3,303 million, respectively.

Depreciation expense was $ 98 million and $ 93 million for the 13 weeks ended March 29, 2025 and March 30, 2024, respectively.

As of June 28, 2025 and December 28, 2024, property and equipment-net included accumulated depreciation of $ 3,402 million and $ 3,303 million, respectively.

Depreciation expense was $ 102 million and $ 96 million for the 13 weeks ended June 28, 2025 and June 29, 2024, respectively and $ 200 million and $ 189 million for the 26 weeks ended June 28, 2025 and June 29, 2024, respectively.

GOODWILL AND OTHER INTANGIBLES

4 unchanged sentences

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

Amortization expense was $ 14 million and $ 12 million for the 13 weeks ended March 29, 2025 and March 30, 2024, respectively.

Amortization expense was $ 13 million and $ 12 million for the 13 weeks ended June 28, 2025 and June 29, 2024, respectively, and $ 27 million and $ 24 million for the 26 weeks ended June 28, 2025 and June 29, 2024.

Goodwill and other intangibles—net consisted of the following:

March 29, 2025 December 28, 2024

June 28, 2025 December 28, 2024

Goodwill $ 5,767 $ 5,781

16 unchanged sentences

Total other intangibles—net $ 814 $ 836

Relates to the reclassification of goodwill allocated to the Freshway divestiture in 2024.

Relates to the reclassification of goodwill allocated for the Freshway divestiture..

Refer to Note 4 Acquisitions and Divestitures for additional information.

The change in goodwill is attributable to the Freshway divestiture, offset by the Jake’s Finer Foods acquisition in the first quarter.

The change in goodwill is attributable to the Freshway divestiture, offset by the Jake’s Finer Foods acquisition in the first quarter of 2025.

The increase in the gross carrying amount of customer relationships and noncompete agreements is attributable to the Jake’s Finer Foods acquisition.

2 unchanged sentences

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 13 weeks ended March 29, 2025 and March 30, 2024.

No impairments were recognized for the 26 weeks ended June 28, 2025 and June 29, 2024.

FAIR VALUE MEASUREMENTS

12 unchanged sentences

These funds are valued using quoted market prices in active markets and are classified under Level 1 within the fair value hierarchy.

As of March 29, 2025 and December 28, 2024, the fair value of the Company’s Level 1 assets was $ 36 million and zero , respectively.

Derivative Financial Instruments

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, the Company entered into two , two-year rate cap agreements, which matured on April 30, 2025, with a total notional amount of $ 450 million, which effectively capped the interest rate on approximately 34 % 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 was 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 matured on April 30, 2025, with a total notional amount of $ 450 million (“2023 interest rate caps”).

On April 10, 2025, the Company entered into a one-year interest rate cap agreement, which will mature on April 30, 2026, with a total notional amount of $ 450 million (“2025 April interest rate cap”).

In June 2025, the Company entered into another one-year interest rate cap agreement effective April 30, 2026 which will mature on April 30, 2027 with a notional amount of $ 450 million (“2025 June interest rate cap”).

The 2025 April interest rate cap and the 2025 June interest rate cap hedges effectively cap the interest rate on approximately 34 % 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 2025 April interest rate cap and the 2025 June interest rate cap.

The Company’s derivative financial instruments are classified as Level 2 assets.

As of March 29, 2025 and December 28, 2024, the fair value of the Company’s Level 2 assets recorded within other current assets was zero for both periods.

As of June 28, 2025 and December 28, 2024, the fair value of the Company’s Level 2 assets recorded within other current assets was immaterial for both periods.

The Company records its interest rate caps within other current assets in the Consolidated Balance Sheet at fair value, based on projections of cash flows and future interest rates.

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 effective portion of gains and losses on the interest rate caps are initially recorded in other comprehensive loss, net of tax and reclassified from accumulated other comprehensive income (loss), net of tax to interest expense within the Company’s Consolidated Statement of Comprehensive Income 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 ended March 29, 2025.

On April 10, 2025, the Company entered into a one-year interest rate cap agreement, which will mature on April 30, 2026, with a total notional amount of $ 450 million, which effectively caps the interest rate on approximately 34 % 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.

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

The effective portion of gains and losses on the interest rate caps are initially recorded in other comprehensive income, net of tax and reclassified from accumulated other comprehensive income, net of tax to interest expense within the Company’s Consolidated Statement of Comprehensive Income 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 June 28, 2025.

During the next twelve months, the Company estimates an immaterial amount will be reclassified from accumulated other comprehensive income 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 $ 4.8 billion as of both March 29, 2025 and December 28, 2024, as compared to its carrying value of $ 4.8 billion and $ 4.9 billion as of March 29, 2025 and December 28, 2024, respectively.

The fair value of the Company’s total debt approximated $ 4.9 billion and $ 4.8 billion as of June 28, 2025 and December 28, 2024, respectively, as compared to its carrying value of $ 4.8 billion and $ 4.9 billion as of June 28, 2025 and December 28, 2024, respectively.

The fair value of the Company’s senior notes is based upon their quoted market prices on the respective dates and are classified under Level 2 of the fair value hierarchy.

2 unchanged sentences

Total debt consisted of the following:

Debt Description Maturity Interest Rate as of March 29, 2025 Carrying Value as of March 29, 2025 Carrying Value as of December 28, 2024

Debt Description Maturity Interest Rate as of June 28, 2025 Carrying Value as of June 28, 2025 Carrying Value as of December 28, 2024

ABL Facility December 7, 2027 7.50 % $ 48 $ 223

24 unchanged sentences

Margin based on USF’s excess availability under the ABL Facility

Margin at June 28, 2025

Credit Spread Adjustment

Margin at March 29, 2025

0.00 % to 0.50 %

1 unchanged sentence

On April 30, 2024, the ABL Facility was amended to provide certain providers of supply chain financings a security interest in certain assets of the Company under the ABL Facility.

The Company had outstanding borrowings totaling $ 75 million, and had outstanding letters of credit totaling $ 567 million, under the ABL Facility as of March 29, 2025.

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 $ 1,658 million under the ABL Facility as of March 29, 2025.

Subsequent to the fiscal quarter ended March 29, 2025, outstanding letters of credit were reduced by approximately $ 118 million after additional surety bonds were issued in the first quarter of 2025 to secure the Company’s obligations with respect to its insurance program.

The Company had outstanding borrowings totaling $ 48 million, and had outstanding letters of credit totaling $ 315 million, under the ABL Facility as of June 28, 2025.

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

There was available capacity of $ 1,937 million under the ABL Facility as of June 28, 2025.

During the 26 weeks ended June 28, 2025, outstanding letters of credit were reduced by approximately $ 254 million after additional surety bonds were issued in the first and second quarter of 2025 to secure the Company’s obligations with respect to its insurance program.

Term Loan Facilities

Incremental Term Loan Facility”), an incremental senior secured term loan borrowed in November 2021 (the “2021 Incremental Term Loan Facility”) and the right to request additional incremental senior secured term loan commitments.

The 2021 Incremental Term Loan Facility had an outstanding balance of $ 609 million, net of $ 1 million of unamortized deferred financing costs as of March 29, 2025.

The 2024 Incremental Term Loan Facility had an outstanding balance of $ 717 million, net of $ 8 million of unamortized deferred financing costs as of March 29, 2025.

The Amended and Restated Term Loan Credit Agreement, dated as of June 27, 2016 (as amended, the “Term Loan Credit Agreement”), provides the Company with an incremental senior secured term loan borrowed in October 2024 (the “2024 Incremental Term Loan Facility”), an incremental senior secured term loan borrowed in November 2021 (the “2021 Incremental Term Loan Facility”) and the right to request additional incremental senior secured term loan commitments.

Borrowings under the Term Loan Credit Agreement bear interest at a rate per annum equal to, at the Company’s periodic election, Term SOFR or ABR, as described in the Term Loan Credit Agreement, plus the following margin:

12 unchanged sentences

The 2021 Incremental Term Loan Facility amendment reduced the interest rate margins under the term loan facility to 1.75 % for Term SOFR borrowings and 0.75 % for ABR borrowings.

The Unsecured Senior Notes due 2033 are unconditionally guaranteed on a senior unsecured basis by each of the Company’s existing and future wholly-owned domestic subsidiaries that provide guarantees under the Company’s senior secured term loan credit facilities.

In connection with the repayment of the 2019 Incremental Term Loan Facility during the fourth quarter of fiscal year 2024, the Company applied debt extinguishment accounting and recorded $ 10 million in the Company’s Consolidated Statements of Comprehensive Income, primarily consisting of a write-off of pre-existing unamortized deferred financing costs related to the incremental Term Loan Facility.

2 unchanged sentences

The senior notes are unconditionally guaranteed on a senior unsecured basis by each of the Company’s existing and future wholly-owned domestic subsidiaries that provide guarantees under the Company’s senior secured term loan credit facilities.

As of March 29, 2025, the Term Loan Facility, ABL Facility and certain variable rate finance leases, which were approximately 30 % of the Company’s total debt, bore interest at a floating rate.

As of June 28, 2025, the Term Loan Facility, ABL Facility and certain variable rate finance leases, which were approximately 29 % of the Company’s total debt, bore interest at a floating rate.

Debt Covenants

1 unchanged sentence

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.

The Company had approximately $ 2.5 billion of restricted payment capacity under these covenants, and approximately $ 2.1 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 March 29, 2025.

The Company had approximately $ 2.6 billion of restricted payment capacity under these covenants, and approximately $ 2.0 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 June 28, 2025.

STOCKHOLDERS’ EQUITY

4 unchanged sentences

The Company applied the treasury method to calculate the dilution impact of share-based awards—stock options, non-vested restricted shares with forfeitable dividend rights, restricted stock units, and employee stock purchase plan deferrals.

For both, the 13 weeks ended March 29, 2025 and March 30, 2024, share-based awards representing 1 million underlying common shares were not included in the computation because the effect would have been anti-dilutive.

For the 13 weeks ended June 28, 2025, share-based awards representing less than 1 million underlying common shares were not included in the computation because the effect would have been anti-dilutive.

For the 13 weeks ended June 29, 2024, there were no anti-dilutive shares excluded from the dilutive share-based calculation.

For both the 26 weeks ended June 28, 2025 and June 29, 2024, share-based awards representing 1 million underlying common shares were not included in the computation because the effect would have been anti-dilutive.

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

13 Weeks Ended

March 29, 2025 March 30, 2024

13 weeks ended 26 weeks ended

June 28, 2025 June 29, 2024 June 28, 2025 June 29, 2024

Net income $ 224 $ 198 $ 339 $ 280

6 unchanged sentences

Share Repurchase Programs

On November 2, 2022, our Board of Directors approved a share repurchase program (“Original Share Repurchase Program”) under which the Company was authorized to repurchase up to $ 500 million of its outstanding common stock.

On June 1, 2024, the Board approved, and on June 5, 2024, the Company announced, an increase in the amount of common stock that could be purchased under the Original Share Repurchase Program to $ 1 billion (“Amended Share Repurchase Program”).

As of March 29, 2025, there was approximately $ 52 million in remaining funds authorized under the Amended Share Repurchase Program.

For the 13 weeks ended March 29, 2025, the Company repurchased 328,000 shares at an aggregate purchase price of approximately $ 23 million under the Amended Share Repurchase Program inclusive of fees, commissions, and the related 1% excise tax.

On November 2, 2022, our Board of Directors approved a share repurchase program (“2022 Share Repurchase Program”) under which the Company was authorized to repurchase up to $ 500 million of its outstanding common stock.

On June 1, 2024, the Board approved an increase in the amount of common stock that could be purchased under the 2022 Share Repurchase Program to $ 1 billion (collectively, the “Original Share Repurchase Program”).

On May 7, 2025, the Board of Directors approved, and on May 8, 2025, the Company announced a new share repurchase program (“New Share Repurchase Program”) under which the Company is authorized to repurchase up to an additional $ 1 billion of its outstanding common stock.

As of June 28, 2025, there were no remaining funds authorized under the Original Share Repurchase Program and approximately $ 802 million in remaining funds authorized under the New Share Repurchase Program.

For the 13 weeks ended June 28, 2025, the Company repurchased 701,813 shares at an aggregate purchase price of approximately $ 52 million under the Original Share Repurchase Program inclusive of fees, commissions, and the related 1% excise tax, and 2,527,678 shares at an aggregate purchase price of approximately $ 198 million under the New Share Repurchase Program inclusive of fees, commissions, and the related 1% excise tax.

For the 26 weeks ended June 28, 2025, the Company repurchased 1,029,813 shares at an aggregate purchase price of approximately $ 75 million under the Original Share Repurchase Program inclusive of fees, commissions, and the related 1% excise tax and 2,527,678 shares at an aggregate purchase price of approximately $ 198 million under the New Share Repurchase Program inclusive of fees, commissions, and the related 1% excise tax.

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.

Under the Amended Share Repurchase Program, repurchases can be made from time to time using a variety of methods, including open market purchases, privately negotiated transactions, accelerated share repurchases and Rule 10b5-1 trading plans.

The Amended Share Repurchase Program does not obligate the Company to acquire any particular amount of shares, and the Amended Share Repurchase Program may be suspended or discontinued at any time at the Company’s discretion.

The Amended Share Repurchase Program does not have an expiration date.

On May 7, 2025, the Board authorized a new share repurchase program of up to $ 1 billion.

Under the New Share Repurchase Program, repurchases can be made from time to time using a variety of methods, including open market purchases, privately negotiated transactions, accelerated share repurchases and Rule 10b5-1 trading plans.

The New Share Repurchase Program does not obligate the Company to acquire any particular amount of shares, and the New Share Repurchase Program may be suspended or discontinued at any time at the Company’s discretion.

The New Share Repurchase Program does not have an expiration date.

RETIREMENT PLANS

1 unchanged sentence

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 $ 22 million and $ 21 million for the 13 weeks ended March 29, 2025 and March 30, 2024, respectively.

The Company made employer matching contributions to the 401(k) plan of $ 22 million and $ 21 million for the 13 weeks ended June 28, 2025 and June 29, 2024, respectively, and $ 44 million and $ 42 million for the 26 weeks ended June 28, 2025 and June 29, 2024, 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 $ 16 million and $ 15 million for the 13 weeks ended March 29, 2025 and March 30, 2024, respectively.

The Company’s contributions to these plans were $ 16 million and $ 14 million for the 13 weeks ended June 28, 2025 and June 29, 2024, respectively, and $ 32 million and $ 29 million for the 26 weeks ended June 28, 2025 and June 29, 2024, respectively.

During the fourth quarter of fiscal year 2024, the Company terminated the majority of its defined benefit plan (“Terminating Plan”).

3 unchanged sentences

The following table presents changes in accumulated other comprehensive income (loss) by component for the periods presented:

13 Weeks Ended

March 29, 2025 March 30, 2024

13 weeks ended 26 weeks ended

June 28, 2025 June 29, 2024 June 28, 2025 June 29, 2024

Accumulated other comprehensive income (loss) components

8 unchanged sentences

Balance at beginning of period (1)

$ 1 $ 1 $ 1 $ 1

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

Balance at end of period (1)

$ 1 $ 1 $ 1 $ 1

Accumulated other comprehensive income (loss) at end of period (1)

2 unchanged sentences

(2) Included in the computation of net periodic benefit costs.

(3) Included in other income—net in the Company’s Consolidated Statements of Comprehensive Income (Loss).

Included in the retirement benefit obligations balance as of March 29, 2025 is $ 45 million of tax effects, $ 44 million of which represents tax effects on items within accumulated other comprehensive income (loss) related to the Tax Cuts and Jobs Act of 2017 and the presence of a valuation allowance in certain historical periods.

(3) Included in other expense—net in the Company’s Consolidated Statements of Comprehensive Income.

Included in the retirement benefit obligations balance for the 13 weeks and 26 weeks ended June 28, 2025 is $ 45 million of tax effects, $ 44 million of which represents tax effects on items within accumulated other comprehensive income (loss) related to the Tax Cuts and Jobs Act of 2017 and the presence of a valuation allowance in certain historical periods.

The Company expects the tax effects to remain in accumulated other comprehensive income (loss) until the Retirement Plan ceases to exist.

2 unchanged sentences

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 13 weeks ended March 29, 2025 and March 30, 2024, and then recognized the impact of discrete tax items for purposes of determining its year-to-date tax provision.

For the 13 weeks ended March 29, 2025, the Company’s effective income tax rate of 22 % 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 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 June 28, 2025 and June 29, 2024, and then recognized the impact of discrete tax items for purposes of determining its year-to-date tax provision.

For the 13 weeks ended June 28, 2025, 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.

For the 13 weeks ended March 30, 2024, the Company’s effective income tax rate of 6 % 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 $ 15 million related to a decrease in an unrecognized tax benefit as a result of the expiration of the statute of limitations in several jurisdictions, a tax benefit of $ 6 million, primarily related to excess tax benefits associated with share-based compensation and a tax expense of $ 3 million, primarily related to adjustments to prior year provision estimates.

For the 13 weeks ended June 29, 2024, 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 related to a decrease in an unrecognized tax benefit as a result of the expiration of the statute of limitations in several jurisdictions, a tax benefit of $ 1 million and primarily related to excess tax benefits associated with share-based compensation.

For the 26 weeks ended June 28, 2025, 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 $ 8 million, primarily related to excess tax benefits associated with share-based compensation.

For the 26 weeks ended June 29, 2024, 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.

These discrete tax items included a tax benefit of $ 16 million, primarily related to a decrease in an unrecognized tax benefit as a result of the expiration of the statute of limitations in several jurisdictions, a tax benefit of $ 7 million, primarily related to excess tax benefits associated with share-based compensation and a tax expense of $ 3 million, primarily related to adjustments to prior year tax provision estimates.

On July 4, 2025, the President of the United States signed the One Big Beautiful Bill Act (“the Act”) into law.

The Act made changes to the U.S.

tax code including, but not limited to, permanently extending bonus depreciation that permits full expensing of qualified property, removal of the requirement to capitalize and amortize domestic research and development expenditures, and changes to limitations on the deductibility of interest expense.

The Company is still in the process of evaluating the full impact of this legislation and will begin reflecting its effects in the third quarter of 2025.

The impact of the Act is not expected to have a material impact on the Company’s effective tax rate.

COMMITMENTS AND CONTINGENCIES

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 $ 726 million of purchase orders and purchase contract commitments as of March 29, 2025 to be purchased in the remainder of fiscal year 2025 and continuing through fiscal year 2029 and $ 196 million of information technology commitments through 2028 that are not recorded in the Company’s Consolidated Balance Sheets.

The Company had $ 947 million of purchase orders and purchase contract commitments as of June 28, 2025 to be purchased in the remainder of fiscal year 2025 and continuing through fiscal year 2029 and $ 167 million of information technology commitments through 2028 that are not recorded in the Company’s Consolidated Balance Sheets.

The Company has entered into various minimum volume purchase agreements at various pricing terms.

Minimum amounts committed to as of March 29, 2025 totaled approximately $ 0.8 billion.

Minimum amounts committed to as of June 28, 2025 totaled approximately $ 0.6 billion.

Minimum amounts committed to by year are as follows:

2 unchanged sentences

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 $ 29 million through December 2025 as of March 29, 2025.

Additionally, the Company had electricity forward purchase commitments totaling $ 2 million through July 2026, as of March 29, 2025.

The Company had diesel fuel forward purchase commitments totaling $ 29 million through December 2026 as of June 28, 2025.

Additionally, the Company had electricity forward purchase commitments totaling $ 2 million through July 2026, as of June 28, 2025.

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.

4 unchanged sentences

However, the Company, at present, believes that the ultimate outcome of these proceedings will not have a material adverse effect on its consolidated financial position, results of operations or cash flows.

Surety Bonds —As of March 29, 2025, the Company had approximately $ 176 million of surety bonds that were not recorded on the Consolidated Balance Sheets.

Surety Bonds —As of June 28, 2025, the Company had approximately $ 327 million of surety bonds that were not recorded on the Consolidated Balance Sheets.

The surety bonds are primarily used as security against certain insurance program contractual commitments in the normal course of business.

14 unchanged sentences

In addition, the measure of capital expenditures, depreciation and amortization is reported on the Company’s Consolidated Statements of Cash Flows.

The following table presents selected financial information with respect to the Company’s single operating segment for the 13 weeks ended March 29, 2025 and March 30, 2024:

13 Weeks Ended

March 29, 2025 March 30, 2024

The following table presents selected financial information with respect to the Company’s single operating segment for the 13 weeks and 26 weeks ended June 28, 2025 and June 29, 2024:

13 Weeks Ended 26 weeks ended

June 28, 2025 June 29, 2024 June 28, 2025 June 29, 2024

Net sales $ 10,082 $ 9,709 $ 19,433 $ 18,658

3 unchanged sentences

Restructuring activity and asset impairment charges 2 ( 1 ) 7 12

Other income—net ( 1 ) ( 1 )

Other (income) expense—net ( 2 ) 3 ( 3 ) 2

Interest expense—net 74 81 151 160

2 unchanged sentences

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