What changed in this filing

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Item 1. Financial Statements

2026-08-06 compared with 2026-05-07 · 95 added, 72 removed, 374 unchanged (31% of the section changed)

3 unchanged sentences

(In millions, except par value)

March 28, 2026 December 27, 2025

June 27, 2026 December 27, 2025

Current assets:

Cash and cash equivalents $ 56 $ 41

Accounts receivable, less allowances of $ 32 and $ 30

Vendor receivables, less allowances of $ 8 and $ 7

Accounts receivable, less allowances of $ 32 and $ 30 , respectively

Vendor receivables, less allowances of $ 8 and $ 7 , respectively

Inventories—net 1,703 1,711

21 unchanged sentences

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

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

258.2 issued and 216.3 outstanding as of June 27, 2026, and 256.6 issued and 220.5 outstanding as of December 27, 2025

Additional paid-in capital 3,857 3,777

9 unchanged sentences

(In millions, except per share data)

13 weeks ended

March 28, 2026 March 29, 2025

13 weeks ended 26 weeks ended

June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025

Net sales $ 10,532 $ 10,082 $ 20,142 $ 19,433

21 unchanged sentences

Basic (Note 11)

219 230 220 230

Diluted (Note 11)

221 233 222 234

See Notes to Consolidated Financial Statements (Unaudited).

17 unchanged sentences

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

Share-based compensation expense — — 32 — — — — 32

Proceeds from employee share purchase plan 0.2 — 10 — — — — 10

Exercise of stock options 0.1 — 3 — — — — 3

Common stock repurchased — — — — 4.4 ( 374 ) — ( 374 )

Net income — — — 275 — — — 275

BALANCE—June 27, 2026 258.2 $ 3 $ 3,857 $ 3,070 41.9 $ ( 2,699 ) $ 48 $ 4,279

Common Stock Additional

12 unchanged sentences

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

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

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

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

See Notes to Consolidated Financial Statements (Unaudited).

3 unchanged sentences

26 weeks ended

March 28, 2026 March 29, 2025

June 27, 2026 June 28, 2025

Cash flows from operating activities:

9 unchanged sentences

Decrease in inventories 8 65

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

Decrease (increase) in prepaid expenses and other assets 13 ( 18 )

Increase in accounts payable and cash overdraft liability 364 268

11 unchanged sentences

Repurchase of common stock ( 445 ) ( 270 )

Debt financing costs and fees ( 4 ) —

Proceeds from employee stock purchase plan 17 16

Proceeds from exercise of stock options 10 5

Purchase of interest rate caps — ( 1 )

Tax withholding payments for net share-settled equity awards ( 51 ) ( 34 )

55 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 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 did not have any material outstanding performance obligations, contract liabilities or capitalized contract acquisition costs as of June 27, 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 June 27, 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 $ 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 Company’s contract assets for these upfront payments were $ 71 million and $ 63 million included in prepaid expenses in the Company’s Consolidated Balance Sheets as of June 27, 2026 and December 27, 2025, respectively, and $ 94 million and $ 74 million included in other assets in the Company’s Consolidated Balance Sheets as of June 27, 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

March 28, 2026 March 29, 2025

13 weeks ended 26 weeks ended

June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025

Meats and seafood $ 3,767 $ 3,554 $ 7,175 $ 6,761

23 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 $ 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.

LIFO reserves in the Company’s Consolidated Balance Sheets were $ 646 million and $ 613 million as of June 27, 2026 and December 27, 2025, respectively.

As a result of changes in LIFO reserves, cost of goods de creased $ 5 million and increased $ 14 million for the 13 weeks ended June 27, 2026 and June 28, 2025, respectively.

As a result of changes in LIFO reserves, cost of goods increased $ 33 million and $ 19 million for the 26 weeks ended June 27, 2026 and June 28, 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 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.

As of June 27, 2026 and December 27, 2025, property and equipment-net included accumulated depreciation of $ 3,529 million and $ 3,406 million, respectively.

Depreciation expense was $ 104 million and $ 102 million for the 13 weeks ended June 27, 2026 and June 28, 2025, respectively, and $ 209 million and $ 200 million for the 26 weeks ended June 27, 2026 and June 28, 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 $ 14 million for both the 13 weeks ended March 28, 2026 and March 29, 2025.

Amortization expense was $ 14 million and $ 13 million for the 13 weeks ended June 27, 2026 and June 28, 2025, respectively, and $ 28 million and $ 27 million for the 26 weeks ended June 27, 2026 and June 28, 2025, respectively.

Goodwill and other intangibles—net consisted of the following:

March 28, 2026 December 27, 2025

June 27, 2026 December 27, 2025

Goodwill $ 5,796 $ 5,794

17 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 28, 2026 and March 29, 2025.

No impairments were recognized for the 26 weeks ended June 27, 2026 and June 28, 2025.

FAIR VALUE MEASUREMENTS

12 unchanged sentences

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”).

I n April 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 .

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 2025 June interest rate cap 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 2025 June interest rate cap.

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

As of March 28, 2026 and December 27, 2025, the fair value of the Company’s derivative assets was immaterial for both periods.

As of June 27, 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.

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 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 ended March 28, 2026.

The effective portion of gains and losses on the interest rate caps is 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 27, 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 $ 5.2 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 total debt approximated $ 5.2 billion as of June 27, 2026 and December 27, 2025, compared to its carrying value of $ 5.2 billion as of June 27, 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 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

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

ABL Facility May 28, 2031 5.16 % 433 429

2021 Incremental Term Loan Facility (net of $ 1 and $ 1 of unamortized deferred financing costs, respectively)

19 unchanged sentences

The Company’s asset-based senior secured revolving credit facility (the “ABL Facility”) provides the Company with loan commitments having a maximum aggregate principal amount of $ 2,500 million.

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

Borrowings under the ABL Facility bear interest at a rate per annum equal to, at the Company’s periodic election, Term Secured Overnight Financing Rate (“Term SOFR”) or Adjusted Borrowing Rate (“ABR”), as described in the ABL Facility, plus the following margin and credit spread adjustment:

Extensions of credit under the ABL Facility are subject to availability under a borrowing base comprised of various percentages of the value of eligible accounts receivable, inventory, transportation equipment and certain unrestricted cash and cash equivalents.

On May 28, 2026, USF amended the ABL Facility to increase the total aggregate amount of commitments from $ 2,300 million to $ 2,500 million.

The maturity date of the ABL Facility was extended to May 28, 2031, subject to a springing maturity date in the event that more than $ 300 million of aggregate principal amount of earlier maturing indebtedness under the Term Loan Facilities or any of USF’s senior notes remains outstanding for which a reserve is not maintained on a date that is 60 days prior to such earlier maturity date for such maturing indebtedness.

The Company incurred $ 4 million of lender fees and third party costs in connection with the ABL Facility amendment which were capitalized as deferred financing costs recorded in other assets in the Company’s Consolidated Balance Sheet.

These deferred financing costs will be amortized through May 28, 2031, the ABL Facility maturity date.

Borrowing Election

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

Margin at March 28, 2026

Credit Spread Adjustment

Margin at June 27, 2026

0.00 % to 0.25 %

1.00 % to 1.25 %

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 Company had outstanding borrowings totaling $ 433 million, and had outstanding letters of credit totaling $ 315 million, under the ABL Facility as of June 27, 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 $ 1,597 million under the ABL Facility as of March 28, 2026.

There was available capacity of $ 1,752 million under the ABL Facility as of June 27, 2026.

Term Loan Facilities

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.

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, together with the 2024 Incremental Term Loan Facility, the “Term Loan Facilities”) 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:

1 unchanged sentence

1.75 % 0.00 %

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

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

Borrowings under the Term Loan Credit Agreement may be voluntarily prepaid without penalty or premium, other than customary breakage costs related to prepayments of SOFR-based borrowings.

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

The Term Loan Credit Agreement requires mandatory repayment if certain assets are sold.

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 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.

As of June 27, 2026, the Term Loan Facilities, 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

1 unchanged sentence

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.

The Company had approximately $ 3.1 billion of restricted payment capacity under these covenants, and approximately $ 1.2 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 27, 2026.

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

The Company made employer matching contributions to the 401(k) plan of $ 22 million for both 13 weeks ended June 27, 2026 and June 28, 2025, and $ 45 million and $ 44 million for the 26 weeks ended June 27, 2026 and June 28, 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’s contributions to these plans were $ 18 million and $ 16 million for the 13 weeks ended June 27, 2026 and June 28, 2025, respectively, and $ 35 million and $ 32 million for the 26 weeks ended June 27, 2026 and June 28, 2025, respectively.

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

5 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 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.

For the 13 weeks ended both June 27, 2026 and June 28, 2025, share-based awards representing less than 1 million anti-dilutive shares were excluded from the dilutive share-based calculation.

For both the 26 weeks ended June 27, 2026 and June 28, 2025, 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 28, 2026 March 29, 2025

13 weeks ended 26 weeks ended

June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025

Net income $ 275 $ 224 $ 391 $ 339

6 unchanged sentences

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 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 was 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.

1 unchanged sentence

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.

For the 13 weeks and 26 weeks ended June 27, 2026, the Company repurchased approximately 0.2 million and 1.6 million shares, respectively, at an aggregate purchase price of approximately $ 14 million and $ 139 million, respectively, under the May 2025 Share Repurchase Program, inclusive of fees, commissions, and any related excise tax.

For the 13 weeks and the 26 weeks ended June 27, 2026, the Company repurchased approximately 4.2 million shares at an aggregate purchase price of approximately $ 360 million under the November 2025 Share Repurchase Program, inclusive of fees, commissions, and any related excise tax.

As of June 27, 2026, there were no remaining funds authorized under the May 2025 Share Repurchase Program and $ 640 million in remaining funds authorized under the November 2025 Share Repurchase Program.

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.

Under 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 November 2025 Share Repurchase Program does 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.

As of June 27, 2026 and June 28, 2025, the accumulated other comprehensive income balance included $ 47 million and $ 42 million, respectively, of amounts related to retirement obligations.

As of both June 27, 2026 and June 28, 2025, the fair value of the Company’s interest rate caps net of tax included within accumulated other comprehensive income was $ 1 million.

Given the changes in accumulated other comprehensive income components noted above, the change in accumulated other comprehensive income between comparative periods June 28, 2025 and June 27, 2026 is immaterial.

Included in the retirement benefit obligations balance for both June 27, 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.

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 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.

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 27, 2026 and June 28, 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 June 27, 2026, 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 $ 1 million, primarily related to excess tax benefits associated with share-based compensation.

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 26 weeks ended June 27, 2026, 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 expense of $ 4 million related to an unrecognized tax benefit due to tax positions taken in prior years and a tax benefit of $ 16 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.

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.

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 $ 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.

As of June 27, 2026, the Company had $ 998 million of purchase orders and purchase contract commitments to be purchased in the remainder of fiscal year 2026 and $ 82 million of information technology commitments through 2031 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 28, 2026 totaled approximately $ 868 million.

Minimum amounts committed to as of June 27, 2026 totaled approximately $ 707 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 March 28, 2026.

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

The Company had diesel fuel forward purchase commitments totaling $ 18 million through December 2026, as of June 27, 2026.

Additionally, the Company had electricity forward purchase commitments totaling $ 3 million through July 2028, as of June 27, 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 March 28, 2026, the Company had approximately $ 377 million of surety bonds that were not recorded on the Consolidated Balance Sheets.

Surety Bonds —As of June 27, 2026, the Company had approximately $ 354 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.

9 unchanged sentences

The Company’s consolidated results represent the results of its one operating segment based on how the Company’s chief operating decision maker (the “CODM”), the Chief Executive Officer (the “CEO”), views the business for purposes of evaluating performance and making operating decisions.

The CODM utilizes the U.S.

GAAP measurement of consolidated net income to assess financial performance and allocate resources.

The CODM utilizes the GAAP measurement of consolidated net income to assess financial performance and allocate resources.

This financial metric is used by the CODM to make key operating decisions, such as allocation of budget between net sales, cost of goods sold, distribution costs and selling and administrative costs.

1 unchanged sentence

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 28, 2026 and March 29, 2025:

13 Weeks Ended

March 28, 2026 March 29, 2025

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 27, 2026 and June 28, 2025:

13 Weeks Ended 26 weeks ended

June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025

Net sales $ 10,532 $ 10,082 $ 20,142 $ 19,433

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