What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-05-07 compared with 2025-11-06 · 97 added, 195 removed, 349 unchanged (46% of the section changed)

3 unchanged sentences

(In millions, except par value)

September 27, 2025 December 28, 2024

March 28, 2026 December 27, 2025

Current assets:

4 unchanged sentences

Prepaid expenses 200 153

Assets held for sale — 8

Other current assets 31 60

4 unchanged sentences

Other assets 541 523

Noncurrent assets held for sale — 33

Total assets $ 14,164 $ 13,943

5 unchanged sentences

Current portion of long-term debt 142 137

Liabilities held for sale — 8

Total current liabilities 3,819 3,591

2 unchanged sentences

Other long-term liabilities 549 556

Noncurrent liabilities held for sale — 11

Total liabilities 9,831 9,636

2 unchanged sentences

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

256.4 issued and 224.6 outstanding as of September 27, 2025, and 254.7 issued and 230.5 outstanding as of December 28, 2024

257.9 issued and 220.4 outstanding as of March 28, 2026, and 256.6 issued and 220.5 outstanding as of December 27, 2025

Additional paid-in capital 3,812 3,777

9 unchanged sentences

(In millions, except per share data)

13 weeks ended 39 weeks ended

September 27, 2025 September 28, 2024 September 27, 2025 September 28, 2024

13 weeks ended

March 28, 2026 March 29, 2025

Net sales $ 9,610 $ 9,351

6 unchanged sentences

Operating income 216 224

Other expense (income)—net — 3 ( 3 ) 5

Other income—net ( 1 ) ( 1 )

Interest expense—net 75 77

3 unchanged sentences

Other comprehensive income—net of tax:

Changes in retirement benefit obligations — 1 — 4

Comprehensive income $ 116 $ 115

7 unchanged sentences

Basic (Note 11)

225.5 241.0 228.8 243.9

Diluted (Note 11)

228.4 243.9 231.8 246.9

See Notes to Consolidated Financial Statements (Unaudited).

14 unchanged sentences

Common stock repurchased — — 50 — 1.4 ( 125 ) — ( 75 )

Excise tax on common stock repurchases — — — — — — — —

Net income — — — 116 — — — 116

BALANCE—March 28, 2026 257.9 $ 3 $ 3,812 $ 2,795 37.5 $ ( 2,325 ) $ 48 $ 4,333

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

Share-based compensation expense — — 19 — — — — 19

Proceeds from employee share purchase plan 0.1 — 5 — — — — 5

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

Exercise of stock options — — 1 — — — — 1

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

Common stock repurchased — — — — 4.1 ( 332 ) — ( 332 )

Net income — — — 153 — — — 153

BALANCE—September 27, 2025 256.4 $ 3 $ 3,804 $ 2,495 31.8 $ ( 1,874 ) $ 43 $ 4,471

Common Stock Additional

Capital Retained

Earnings Treasury Stock Accumulated Other Comprehensive Loss Total

Earnings Treasury Stock Accumulated Other Comprehensive Income

Shareholders’

6 unchanged sentences

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

Changes in retirement benefit obligations, net of income tax — — — — — — 2 2

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 — — 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

Share-based compensation expense — — 16 — — — — 16

Proceeds from employee share purchase plan 0.1 — 5 — — — — 5

Exercise of stock options 0.2 — 5 — — — — 5

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

Common stock repurchased — — — — 10.4 ( 580 ) — ( 580 )

Net income — — — 148 — — — 148

BALANCE—September 28, 2024 254.6 $ 3 $ 3,722 $ 1,937 19.2 $ ( 945 ) $ ( 111 ) $ 4,606

See Notes to Consolidated Financial Statements (Unaudited).

3 unchanged sentences

13 weeks ended

September 27, 2025 September 28, 2024

March 28, 2026 March 29, 2025

Cash flows from operating activities:

2 unchanged sentences

Depreciation and amortization 119 112

Deferred tax provision (benefit) 46 ( 33 )

Deferred tax provision 11 8

Share-based compensation expense 22 22

3 unchanged sentences

Increase in receivables ( 211 ) ( 174 )

Increase in inventories ( 56 ) ( 6 )

(Increase) decrease in prepaid expenses and other assets ( 9 ) 52

Decrease in inventories 34 120

Increase in prepaid expenses and other assets ( 14 ) ( 13 )

Increase in accounts payable and cash overdraft liability 291 190

Increase in accrued expenses and other liabilities 71 15

Decrease in accrued expenses and other liabilities ( 84 ) ( 1 )

Net cash provided by operating activities 294 391

7 unchanged sentences

Principal payments on debt and financing leases ( 2,241 ) ( 1,907 )

Principal payments on debt repricing — ( 14 )

Proceeds from debt repricing — 14

Proceeds from debt borrowings 2,164 1,737

Repurchase of common stock ( 75 ) ( 23 )

Debt financing costs and fees — ( 1 )

Proceeds from employee stock purchase plan 7 6

Proceeds from exercise of stock options 7 1

Purchase of interest rate caps ( 1 ) —

Tax withholding payments for net share-settled equity awards ( 51 ) ( 33 )

Net cash used in financing activities ( 189 ) ( 219 )

Net decrease in cash, cash equivalents and restricted cash ( 3 ) ( 188 )

Net increase in cash, cash equivalents and restricted cash 8 42

Cash, cash equivalents and restricted cash—beginning of period 41 59

7 unchanged sentences

See Notes to Consolidated Financial Statements (Unaudited).

*2026 includes $ 73 million of cash paid to counterparties to purchase federal transferable tax credits.

US FOODS HOLDING CORP.

10 unchanged sentences

When a 53-week fiscal year occurs, the Company reports the additional week in the fiscal fourth quarter.

Fiscal years 2025 and 2024 are both 52-week fiscal years.

The consolidated financial statements included in this Quarterly Report have been prepared in accordance with accounting principles generally accepted in the U.S.

Fiscal year 2026 is scheduled to be a 53-week fiscal year and 2025 was a 52-week fiscal year.

The consolidated unaudited financial statements included in this Quarterly Report have been prepared in accordance with accounting principles generally accepted in the U.S.

(“GAAP”) for interim financial information and the applicable rules and regulations of the Securities and Exchange Commission (“SEC”).

1 unchanged sentence

The Company believes that the disclosures included in this Quarterly Report are adequate to make the information presented not misleading.

These interim consolidated financial statements and notes should be read in conjunction with the audited consolidated financial statements and notes included in the Annual Report on Form 10-K for the fiscal year ended December 28, 2024 (the “2024 Annual Report”).

These interim unaudited consolidated financial statements and notes should be read in conjunction with the audited consolidated financial statements and notes included in the Annual Report on Form 10-K for the fiscal year ended December 27, 2025 (the “2025 Annual Report”).

The consolidated interim financial statements reflect all adjustments (consisting of normal recurring items) necessary for the fair presentation of the financial position, results of operations and cash flows for the interim periods presented.

1 unchanged sentence

RECENT ACCOUNTING PRONOUNCEMENTS

Recently Adopted Accounting Pronouncements

In July 2025, the FASB issued Accounting Standards Update (“ASU”) 2025-05, Financial Instruments—Credit Losses (“Subtopic 326”) “Measurement of Credit Losses for Accounts Receivable and Contract Assets” .

This update provides a practical expedient for all entities to simplify the estimation of expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers.

In developing reasonable and supportable forecasts as part of estimating expected credit losses, entities may elect a practical expedient that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset.

The standard updates will be applied on a prospective basis.

The Company adopted the provisions of ASU 2025-05 at the beginning of the first quarter of fiscal year 2026 and applied them prospectively.

The provisions of this new guidance do not materially affect our financial position, results of operation or cash flows.

Recently Issued Accounting Pronouncements

In December 2023, the FASB issued ASU No 2023-09 Income Taxes (“Topic 740”) “ Improvements to Income Tax Disclosures Topic 740 ”, which enhances the transparency of income tax disclosures primarily related to rate reconciliation and income taxes paid information.

This guidance is effective for fiscal years beginning after December 15, 2024.

This guidance is effective on a prospective basis, though retrospective application is permitted.

The Company plans to adopt the provisions of ASU No.

2023-09 in its annual reporting in fiscal year 2025 and does not expect the provisions of the new standard to materially affect our financial position, results of operation or cash flows.

In November 2024, the FASB issued ASU No 2024-03 Income Statement—Reporting Comprehensive Income—“ Expense Disaggregation Disclosures:

1 unchanged sentence

This guidance is effective for fiscal years beginning after December 15, 2026, with early adoption permitted.

The Company is currently evaluating the impact that this standard will have on the Company’s consolidated financial statements.

The Company is currently evaluating the impact, if any, that this standard will have on the Company’s consolidated financial statements.

In September 2025, the FASB issued ASU 2025-06 Intangibles—Goodwill and Other—Internal-Use Software (“Subtopic 350-40”) “ Targeted Improvements to the Accounting for Internal-Use Software ”, which amends the accounting guidance on the timing of capitalization of internally-developed software costs by removing references to software development stages, and provides guidance on how to determine when it is probable that a project will be completed and a software will be used to perform the function intended.

1 unchanged sentence

The standard updates may be applied prospectively, retrospectively, or via a modified prospective transition method.

The Company is currently evaluating the impact that this standard will have on the Company’s consolidated financial statements.

The Company is currently evaluating the impact, if any, that this standard will have on the Company’s consolidated financial statements.

REVENUE RECOGNITION

5 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 September 27, 2025 or December 28, 2024.

Customer receivables, which are included in accounts receivable, less allowances in the Company’s Consolidated Balance Sheets, were $ 2.2 billion and $ 2.0 billion as of September 27, 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 March 28, 2026 or December 27, 2025.

Customer receivables, which are included in accounts receivable, less allowances, in the Company’s Consolidated Balance Sheets, were $ 2.2 billion and $ 2.0 billion as of March 28, 2026 and December 27, 2025, 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 $ 60 million and $ 43 million included in prepaid expenses in the Company’s Consolidated Balance Sheets as of September 27, 2025 and December 28, 2024, respectively, and $ 68 million and $ 50 million included in other assets in the Company’s Consolidated Balance Sheets as of September 27, 2025 and December 28, 2024, respectively.

The Company’s contract assets for these upfront payments were $ 70 million and $ 63 million included in prepaid expenses in the Company’s Consolidated Balance Sheets as of March 28, 2026 and December 27, 2025, respectively, and $ 83 million and $ 74 million included in other assets in the Company’s Consolidated Balance Sheets as of March 28, 2026 and December 27, 2025, respectively.

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

13 weeks ended 39 weeks ended

September 27, 2025 September 28, 2024 September 27, 2025 September 28, 2024

13 weeks ended

March 28, 2026 March 29, 2025

Meats and seafood $ 3,408 $ 3,207

13 unchanged sentences

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 $ 613 million and $ 549 million as of September 27, 2025 and December 28, 2024, respectively.

As a result of changes in LIFO reserves, cost of goods increased $ 46 million and $ 23 million for the 13 weeks ended September 27, 2025 and September 28, 2024, respectively.

As a result of changes in LIFO reserves, cost of goods increased $ 65 million and $ 68 million for the 39 weeks ended September 27, 2025 and September 28, 2024, respectively .

LIFO reserves in the Company’s Consolidated Balance Sheets were $ 650 million and $ 613 million as of March 28, 2026 and December 27, 2025, respectively.

As a result of changes in LIFO reserves, cost of goods increased $ 38 million and $ 5 million for the 13 weeks ended March 28, 2026 and March 29, 2025, 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 September 27, 2025 and December 28, 2024, property and equipment-net included accumulated depreciation of $ 3,454 million and $ 3,303 million, respectively.

Depreciation expense was $ 103 million and $ 99 million for the 13 weeks ended September 27, 2025 and September 28, 2024, respectively and $ 303 million and $ 288 million for the 39 weeks ended September 27, 2025 and September 28, 2024, respectively.

As of March 28, 2026 and December 27, 2025, property and equipment-net included accumulated depreciation of $ 3,467 million and $ 3,406 million, respectively.

Depreciation expense was $ 105 million and $ 98 million for the 13 weeks ended March 28, 2026 and March 29, 2025, 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 $ 15 million for the 13 weeks ended September 27, 2025 and September 28, 2024, and $ 42 million and $ 39 million for the 39 weeks ended September 27, 2025 and September 28, 2024, respectively.

Amortization expense was $ 14 million for both the 13 weeks ended March 28, 2026 and March 29, 2025.

Goodwill and other intangibles—net consisted of the following:

September 27, 2025 December 28, 2024

March 28, 2026 December 27, 2025

Goodwill $ 5,794 $ 5,794

Reclassification to assets held for sale (1)

Total Goodwill

Other intangibles—net

13 unchanged sentences

Total other intangibles—net $ 767 $ 781

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 of 2025.

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

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.

As a part of this assessment, the Company determined that there were no future plans to utilize several acquired brand names and trademarks - not amortizing, which had upcoming trademark registration expirations.

This resulted in a $ 13 million impairment during the 39 weeks ended September 27, 2025.

No indefinite-lived intangible asset impairments were recognized for the 39 weeks ended September 28, 2024.

No goodwill impairments were recognized for the 39 weeks ended September 27, 2025 and September 28, 2024.

No impairments were recognized for the 13 weeks ended March 28, 2026 and March 29, 2025.

FAIR VALUE MEASUREMENTS

9 unchanged sentences

Recurring Fair Value Measurements

Money Market Funds

Money market funds include highly liquid investments with an original maturity of three or fewer months.

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

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 (“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 April 2023, the Company entered into two , two-year interest rate cap agreements, which matured on April 30, 2025, with a total notional amount of $ 450 million.

On April 10, 2025, the Company entered into a one-year interest rate cap agreement, which matured 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 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 September 27, 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.

As of March 28, 2026 and December 27, 2025, the fair value of the Company’s derivative 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.

1 unchanged sentence

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 39 weeks ended September 27, 2025.

There was no ineffectiveness attributable to the Company’s interest rate caps during the 13 weeks ended March 28, 2026.

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

1 unchanged sentence

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 $ 5.0 billion and $ 4.8 billion as of September 27, 2025 and December 28, 2024, respectively, as compared to its carrying value of $ 5.0 billion and $ 4.9 billion as of September 27, 2025 and December 28, 2024, respectively.

The fair value of the Company’s total debt approximated $ 5.2 billion as of March 28, 2026 and December 27, 2025, compared to its carrying value of $ 5.2 billion as of March 28, 2026 and December 27, 2025.

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 September 27, 2025 Carrying Value as of September 27, 2025 Carrying Value as of December 28, 2024

Debt Description Maturity Interest Rate as of March 28, 2026 Carrying Value as of March 28, 2026 Carrying Value as of December 27, 2025

ABL Facility December 7, 2027 5.35 % $ 388 $ 429

24 unchanged sentences

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

Margin at September 27, 2025

Margin at March 28, 2026

Credit Spread Adjustment

1 unchanged sentence

1.00 % to 1.50 %

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 $ 162 million, and had outstanding letters of credit totaling $ 315 million, under the ABL Facility as of September 27, 2025.

The Company had outstanding borrowings totaling $ 388 million, and had outstanding letters of credit totaling $ 315 million, under the ABL Facility as of March 28, 2026.

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

There was available capacity of $ 1,822 million under the ABL Facility as of September 27, 2025.

During the 39 weeks ended September 27, 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.

There was available capacity of $ 1,597 million under the ABL Facility as of March 28, 2026.

Term Loan Facilities

6 unchanged sentences

The Term Loan Credit Agreement may require mandatory repayments if certain assets are sold.

On February 27, 2024, the 2021 Incremental Term Loan Facility was amended to reduce the interest rate margins under the term loan facility to 2.00 % for Term SOFR borrowings and 1.00 % for ABR borrowings and eliminate the credit spread adjustment.

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 related to the February 27, 2024 amendment in interest expense.

Unamortized deferred financing costs of $ 3 million as of February 27, 2024 were carried forward and will be amortized through November 22, 2028, the maturity date of the term loan facility.

On October 3, 2024, the Company amended the 2021 Incremental Term Loan Facility, entered into the 2024 Incremental Term Loan Facility, and completed a private offering of $ 500 million aggregate principal amount of its 5.75 % Unsecured Senior Notes due 2033 (the “Unsecured Senior Notes due 2033”).

Proceeds from the incremental term loans and senior notes, along with cash on hand, were used to repay all of the then outstanding borrowings under the incremental senior secured term loan facility borrowed in September 2019 (the “2019 Incremental Term Loan Facility”).

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.

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.

Lender fees and third-party costs of $ 10 million related to the 2021 Incremental Term Loan amendment, issuance of the 2024 Incremental Term Loan Facility and the Unsecured Senior Notes due 2033 were capitalized as deferred financing costs.

Each of the Company’s outstanding senior notes are redeemable, at USF’s option, in whole or in part, at a price multiplied by the remaining principal, plus accrued and unpaid interest, if any, to but not including the applicable redemption date.

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 September 27, 2025, the Term Loan Facility, ABL Facility and certain variable rate finance leases, which were approximately 31 % of the Company’s total debt, bore interest at a floating rate.

As of March 28, 2026, the Term Loan Facility, ABL Facility and certain variable rate finance leases, which were approximately 34 % of the Company’s total debt, bore interest at a floating rate.

Debt Covenants

The agreements governing our indebtedness contain customary covenants.

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 $ 2.7 billion of restricted payment capacity under these covenants, and approximately $ 1.7 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 27, 2025.

These include, among other things, covenants that may 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 $ 2.9 billion of restricted payment capacity under these covenants, and approximately $ 1.4 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 28, 2026.

RETIREMENT PLANS

The Company sponsors various retirement plans for eligible employees, and provides certain postretirement health and welfare benefits to eligible retirees and their dependents.

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 $ 23 million and $ 22 million for the 13 weeks ended March 28, 2026 and March 29, 2025, 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 $ 17 million and $ 16 million for the 13 weeks ended March 28, 2026 and March 29, 2025, respectively.

The Company does not expect to make any material contributions to its defined benefit pension plan in fiscal year 2026.

STOCKHOLDERS’ EQUITY

Earnings Per Share

The Company computes EPS in accordance with Accounting Standards Codification (“ASC”) 260, Earnings per Share .

The Company computes EPS in accordance ASC 260 “ Earnings per Share” .

Basic EPS is computed by dividing net income available to common shareholders by the weighted-average number of shares of common stock outstanding.

1 unchanged sentence

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 the 13 weeks ended September 27, 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 September 28, 2024, there were no anti-dilutive shares excluded from the dilutive share-based calculation.

For both the 39 weeks ended September 27, 2025 and September 28, 2024, 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 March 28, 2026, share-based awards representing 2 million underlying common shares were not included in the computation because the effect would have been anti-dilutive.

For the 13 weeks ended March 29, 2025, there were less than 1 million anti-dilutive shares excluded from the dilutive share-based calculation.

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

13 weeks ended 39 weeks ended

September 27, 2025 September 28, 2024 September 27, 2025 September 28, 2024

13 weeks ended

March 28, 2026 March 29, 2025

Net income $ 116 $ 115

5 unchanged sentences

$ 0.52 $ 0.49

Share Repurchase Programs

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 September 27, 2025, there were no remaining funds authorized under the Original Share Repurchase Program and approximately $ 467 million in remaining funds authorized under the New Share Repurchase Program.

For the 13 weeks ended September 27, 2025, the Company repurchased approximately 4.1 million shares at an aggregate purchase price of approximately $ 335 million under the New Share Repurchase Program inclusive of fees, commissions, and the related 1% excise tax.

For the 39 weeks ended September 27, 2025, the Company repurchased approximately 7.6 million shares at an aggregate purchase price of approximately $ 608 million under the Original Share Repurchase Program and 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 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

The Company sponsors various retirement plans for eligible employees, and provides certain postretirement health and welfare benefits to eligible retirees and their dependents.

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 September 27, 2025 and September 28, 2024, respectively, and $ 66 million and $ 63 million for the 39 weeks ended September 27, 2025 and September 28, 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 September 27, 2025 and September 28, 2024, respectively, and $ 48 million and $ 44 million for the 39 weeks ended September 27, 2025 and September 28, 2024, respectively.

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

After the Terminating Plan was settled, the net funded status of the remainder of the defined benefit plan (“Ongoing Plan”) was recorded within other long term assets and other long term liabilities as of December 28, 2024.

The Company does not expect to make any material contributions to its defined benefit pension plan in fiscal year 2025.

CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

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

13 weeks ended 39 weeks ended

September 27, 2025 September 28, 2024 September 27, 2025 September 28, 2024

Accumulated other comprehensive income (loss) components

Retirement benefit obligations:

Balance as of beginning of period (1)

$ 42 $ ( 113 ) $ 42 $ ( 116 )

Reclassification adjustments:

Amortization of net loss (2) (3)

Balance as of end of period (1)

$ 42 $ ( 112 ) $ 42 $ ( 112 )

Interest rate Caps:

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)

$ 43 $ ( 111 ) $ 43 $ ( 111 )

(1) Amounts are presented net of tax.

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

(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 39 weeks ended September 27, 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.

Share Repurchase Programs and Accelerated Share Repurchase

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

On November 24, 2025, the Company entered into an accelerated share repurchase agreement (the “ASR Agreement”) with Morgan Stanley & Co.

LLC to repurchase an aggregate of $ 250 million of the Company’s common stock under the May 2025 Share Repurchase Program.

Additionally, on November 24, 2025, the Board of Directors approved, and the Company publicly announced, a new share repurchase program (the “November 2025 Share Repurchase Program”) under which the Company is authorized to repurchase up to $ 1 billion of its outstanding common stock.

In the fourth quarter of 2025, under the ASR Agreement, the Company funded $ 250 million and received a $ 200 million initial delivery of approximately 2.6 million shares of the Company’s common stock based on a volume weighted average price of $ 77.41 per share, inclusive of the 1% excise tax.

The ASR Agreement concluded in the first fiscal quarter of 2026 and 530,300 additional shares were delivered.

In total, under the ASR Agreement, the Company paid $ 250 million to repurchase approximately 3.1 million shares of US Foods common stock at a volume-weighted average price of $ 80.42 per share, inclusive of the 1% excise tax.

As of December 27, 2025, there were approximately $ 90 million in remaining funds authorized under the May 2025 Share Repurchase Program and $ 1 billion in remaining funds authorized under the November 2025 Share Repurchase Program.

As of March 28, 2026, there were approximately $ 14 million in remaining funds authorized under the May 2025 Share Repurchase Program and $ 1 billion in remaining funds authorized under the November 2025 Share Repurchase Program.

For the 13 weeks ended March 28, 2026, the Company repurchased approximately 1.4 million shares at an aggregate purchase price of approximately $ 125 million under the May 2025 Share Repurchase Program ($ 50 million of which was funded in the fourth quarter of 2025 pursuant to the ASR Agreement, as described above), inclusive of fees, commissions, and any related excise tax.

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

Under each of the May 2025 Share Repurchase Program and the November 2025 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 May 2025 Share Repurchase Program and the November 2025 Share Repurchase Program do not obligate the Company to acquire any particular number of shares, and the repurchase programs may be suspended or discontinued at any time at the Company’s discretion.

The repurchase authorizations do not have expiration dates.

CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME

As of March 28, 2026 and March 29, 2025, the accumulated other comprehensive income balance included $ 47 million and $ 42 million, respectively, of amounts related to retirement obligations.

As of both March 28, 2026 and March 29, 2025, the fair value of the Company’s interest rate caps net of tax included within accumulated other comprehensive income is $ 1 million.

Given the changes in accumulated other comprehensive income components noted above, the change in accumulated other comprehensive income between comparative periods March 29, 2025 and March 28, 2026 is immaterial.

Included in the retirement benefit obligations balance for both March 28, 2026 and December 27, 2025 is $ 43 million of tax effects, $ 44 million of which represents tax effects on items within accumulated other comprehensive income 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 until the Company’s retirement plan ceases to exist.

The determination of the Company’s overall effective income tax rate requires the use of estimates.

1 unchanged sentence

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 39 weeks ended September 27, 2025 and September 28, 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 September 27, 2025, 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.

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

For the 13 weeks ended September 28, 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 and a tax benefit of $ 1 million, primarily related to excess tax benefits associated with share-based compensation.

For the 39 weeks ended September 27, 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.

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 28, 2026 and March 29, 2025, 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 28, 2026, the Company’s effective income tax rate of 18 % 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 $ 4 million related to an unrecognized tax benefit due to tax positions taken in prior years and a tax benefit of $ 15 million, primarily related to excess tax benefits associated with share-based compensation.

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.

These discrete tax items included a tax benefit of $ 6 million, primarily related to excess tax benefits associated with share-based compensation.

For the 39 weeks ended September 28, 2024, the Company’s effective income tax rate of 23 % 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 $ 17 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 $ 8 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 has reflected the effect of the Act in its results for the 13 weeks and 39 weeks ended September 27, 2025.

The Act did not have a material impact on the Company’s effective tax rate.

We will continue to evaluate the effects of the Act on our results as further guidance is issued.

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 $ 766 million of purchase orders and purchase contract commitments as of September 27, 2025 to be purchased in the remainder of fiscal year 2025 and continuing through fiscal year 2029 and $ 125 million of information technology commitments through 2028 that are not recorded in the Company’s Consolidated Balance Sheets.

The Company had $ 865 million of purchase orders and purchase contract commitments as of March 28, 2026 to be purchased in the remainder of fiscal year 2026 and $ 105 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 September 27, 2025 totaled approximately $ 0.3 billion.

Minimum amounts committed to as of March 28, 2026 totaled approximately $ 868 million.

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 $ 27 million through December 2026 as of September 27, 2025.

Additionally, the Company had electricity forward purchase commitments totaling $ 2.5 million through July 2026, as of September 27, 2025.

The Company had diesel fuel forward purchase commitments totaling $ 27 million through December 2026, as of March 28, 2026.

Additionally, the Company had electricity forward purchase commitments totaling $ 2 million through July 2027, as of March 28, 2026.

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 September 27, 2025, the Company had approximately $ 327 million of surety bonds that were not recorded on the Consolidated Balance Sheets.

Surety Bonds —As of March 28, 2026, the Company had approximately $ 377 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 and 39 weeks ended September 27, 2025 and September 28, 2024:

13 Weeks Ended 39 weeks ended

September 27, 2025 September 28, 2024 September 27, 2025 September 28, 2024

The following table presents selected financial information with respect to the Company’s single operating segment for the 13 weeks ended March 28, 2026 and March 29, 2025:

13 Weeks Ended

March 28, 2026 March 29, 2025

Net sales $ 9,610 $ 9,351

8 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