USFD · US Foods Holding

182 filings

USFD SEC Filings

US Foods Holding - 182 total filings

Filing record · 2016–202610-K1010-Q318-K141

Showing 1–50 of 182 filings

US Foods Holding 8-K Report, Material Agreement (Oct 2, 2026)

US Foods, Inc. entered into the Fourteenth Amendment to its Amended and Restated Term Loan Credit Agreement (dated as of June 27, 2016) on October 2, 2026. The amendment provides for a single new tranche of incremental senior secured term loans (the 2026 Term Loan Facility) in an aggregate principal amount of $810 million, scheduled to mature on October 2, 2033. The company stated that proceeds, together with cash on hand, were used to repay in full (other than amounts rolled on a cashless basis into the new loans) its existing term loans maturing November 22, 2028, to prepay in part its existing term loans maturing October 3, 2031, to prepay certain revolving loans under its asset-based facility, and to pay related fees and expenses. The 2026 Term Loans bear interest at either Term SOFR plus a 1.50% margin or an alternative base rate plus a 0.50% margin, at the company's option. They amortize in equal quarterly installments at 1% per annum of original principal, with the balance due at maturity. Voluntary prepayments are permitted without penalty or premium, except for customary breakage costs on SOFR-based borrowings and a 1.00% premium on any "repricing transaction" within six months of the closing date. The obligations are guaranteed by certain subsidiaries and secured by the capital stock of the company and its subsidiaries and substantially all non-real estate assets of the company and certain subsidiaries. The filing also describes the Credit Agreement's customary covenants, which restrict asset dispositions, additional indebtedness, restricted payments, liens, affiliate transactions, and mergers or sales of substantially all assets, along with customary events of default including cross-default and change of control. The full terms are set out in Exhibit 10.1, the Fourteenth Amendment, which is incorporated by reference.

Oct 2, 2026 8-K

US Foods Holding 8-K Report, Financial Results (Aug 6, 2026)

US Foods Holding Corp. (NYSE: USFD) reported results for its fiscal second quarter ended June 27, 2026, in a press release furnished as Exhibit 99.1 to this Form 8-K. Net sales rose 4.5% to $10.5 billion, gross profit increased 8.0% to $1.9 billion, and net income grew 22.8% to $275 million. Diluted EPS increased 29.2% to $1.24, and Adjusted Diluted EPS increased 21.0% to $1.44. Adjusted EBITDA rose 10.2% to a record $604 million, with Adjusted EBITDA margin up 29 basis points to 5.7%. Total case volume increased 1.9%, led by a 5.1% increase in independent restaurant case volume, which the company described as accelerating. Cash flow and capital returns were also in focus. Cash flow from operating activities was $725 million for the first six months of fiscal 2026, the same as the prior-year period. The company repurchased 4.4 million shares for $374 million in the second quarter and approximately $500 million year to date, leaving $640 million remaining under the November 2025 authorization. Net Debt was $5.2 billion, and the net leverage ratio was 2.6x, compared with 2.7x at fiscal year-end 2025. The company reaffirmed its fiscal 2026 guidance from February 12, 2026, calling for net sales growth of 4% to 6%, Adjusted EBITDA growth of 9% to 13%, and Adjusted Diluted EPS growth of 18% to 24%. The guidance includes a 53rd week in fiscal 2026, which is expected to add approximately 1% to total case growth and Adjusted EBITDA growth. The filing notes that Adjusted EBITDA and Adjusted Diluted EPS are non-GAAP measures and that the company does not provide a reconciliation of forward-looking non-GAAP guidance.

Aug 6, 2026 10-Q

US Foods Holding Quarterly Report for Q2 Ended Jun 27, 2026

US Foods Holding Corp. reported net sales of $10.53 billion for the 13 weeks ended June 27, 2026, up from $10.08 billion a year earlier, with case volume up 1.9% and food cost inflation of 2.3% cited as drivers. Operating income rose to $443 million from $372 million, and net income increased to $275 million from $224 million. Diluted EPS was $1.24 versus $0.96. For the 26 weeks, net sales were $20.14 billion, operating income was $659 million, and net income was $391 million, compared with $339 million a year earlier. Adjusted EBITDA was $604 million for the quarter and $1.02 billion year to date, with Adjusted EBITDA margin at 5.7% for the quarter and 5.0% for the half. Cash flow from operations was $725 million for the 26 weeks, flat year over year, while free cash flow was $552 million compared with $569 million. The company repurchased $445 million of common stock in the first half under its May 2025 and November 2025 programs. As of June 27, 2026, $640 million remained authorized under the November 2025 program, and total debt was $5.24 billion, with $1.8 billion of cash and available liquidity. Roughly 34% of total debt bore floating rates. The filing also reports an amendment on May 28, 2026 that raised ABL Facility commitments from $2.3 billion to $2.5 billion and extended its maturity to May 28, 2031. Management states there were no material changes to principal risk factors and that disclosure controls were effective as of June 27, 2026.

Aug 6, 2026 8-K

US Foods Holding 8-K Report, Material Agreement (Jun 2, 2026)

US Foods, Inc. entered into an amendment on May 28, 2026 to its existing ABL Credit Agreement, originally dated May 31, 2019, with Wells Fargo Bank, National Association, as administrative agent and collateral agent. The Amendment increased total aggregate commitments under the ABL Agreement from $2.3 billion to $2.5 billion and extended the maturity date to May 28, 2031. The extended maturity is subject to a springing maturity provision: if more than $300 million of aggregate principal of earlier-maturing indebtedness under US Foods' term loan credit agreement or its senior notes remains outstanding, for which a reserve is not maintained, on a date sixty days before that earlier maturity, the ABL maturity springs forward accordingly. The Amendment also made certain changes to pricing, financial covenants, reporting obligations and other terms of the ABL Agreement, which the filing does not detail in this report. The filing is brief and reports the transaction under Item 1.01 (Entry into a Material Definitive Agreement) and Item 2.03 (Creation of a Direct Financial Obligation). Full terms are contained in the Amendment filed as Exhibit 10.1.

Jun 2, 2026 8-K

US Foods Holding 8-K Report, Bylaw Amendment (May 15, 2026)

On May 14, 2026, US Foods Holding Corp. held its 2026 Annual Meeting of Stockholders. Stockholders approved an amendment to the Company's Restated Certificate of Incorporation that lets stockholders owning at least 25% of the outstanding common stock call a special meeting. The Charter Amendment became effective upon filing with the Delaware Secretary of State on May 14, 2026. The Board also adopted Amended and Restated Bylaws, effective upon the Charter Amendment's effectiveness, that set procedural and informational requirements for special meeting requests, including a "net long" ownership definition, a requirement to maintain the 25% position through the meeting date, and several grounds on which the Secretary is not required to call a meeting. At the meeting, all eight director nominees were elected: Cheryl A. Bachelder, David W. Bullock, David E. Flitman, Marla C. Gottschalk, Carl Andrew Pforzheimer, Quentin Roach, David M. Tehle, and Ann E. Ziegler. Stockholders approved the named executive officer compensation on an advisory basis, with 199,888,080 votes for and 5,361,163 against. Stockholders also ratified Deloitte & Touche LLP as independent auditors for fiscal year 2026, with 210,048,265 votes for and 3,421,849 against. The filing reports the final vote on the special meeting proposal (Proposal No. 4) as 205,371,228 for, 52,326 against, and 66,521 abstaining. The filing lists the Amended and Restated Certificate of Incorporation (Exhibit 3.1), the Amended and Restated Bylaws (Exhibit 3.2), and the cover page interactive data file (Exhibit 104).

May 15, 2026 8-K

US Foods Holding 8-K Report, Corporate Update (May 14, 2026)

US Foods Holding Corp. (NYSE: USFD) disclosed in an 8-K filed May 14, 2026 that its Board of Directors has appointed David E. Flitman, the Company's Chief Executive Officer and a Board member, as Chair of the Board, effective that day. The filing describes this as a Board leadership transition. David M. Tehle, the previous Chair, remains on the Board and has been elected Lead Independent Director. According to the attached press release (Exhibit 99.1), Flitman will continue to lead day-to-day operations while working with the Board on long-term strategic direction. Tehle will retain significant responsibilities alongside the Chair and full Board, overseeing independence and corporate governance. Tehle stated the Board believes combining strategic oversight with day-to-day management will accelerate long-term growth potential, and credited Flitman's leadership over the last three and a half years with improvements in safety performance, share gains, supply chain productivity, customer service levels and industry-leading earnings per share growth. For investors, the key change is the consolidation of the Chair and CEO roles in one person, with a Lead Independent Director position created to preserve independent board oversight. The filing contains no financial results or quantitative guidance.

May 14, 2026 10-Q

US Foods Holding Quarterly Report for Q1 Ended Mar 28, 2026

US Foods Holding Corp. reported net sales of $9.61 billion for the 13 weeks ended March 28, 2026, up $259 million, or 2.8%, from $9.35 billion a year earlier. The increase was driven by case volume growth, with total case volume up 1.4% and independent restaurant case volume up 4.6%, along with food cost inflation of 1.0%. Gross profit rose $39 million to $1.65 billion, but gross margin slipped to 17.2% from 17.3%, reflecting a $38 million LIFO expense compared with $5 million a year earlier. Operating income declined $8 million to $216 million, while net income edged up $1 million to $116 million and diluted EPS was $0.52 versus $0.49. Adjusted EBITDA increased $24 million, or 6.2%, to $413 million, and the Adjusted EBITDA margin rose to 4.3% from 4.2%. Cash flow from operations fell to $294 million from $391 million, and free cash flow was $197 million compared with $308 million, which the filing attributes to changes in operating assets and liabilities and higher tax payments. Interest expense decreased to $75 million from $77 million. On the balance sheet, total debt was $5.17 billion at quarter-end, and the company reported about $1.6 billion in cash and available liquidity. The company repurchased about 1.4 million shares for approximately $125 million under its May 2025 program, leaving about $14 million authorized under that program and $1 billion under the November 2025 program. Management expects fiscal 2026 cash capital expenditures of $400 million to $450 million, and fiscal 2026 is a 53-week year.

May 7, 2026 8-K

US Foods Holding 8-K Report, Financial Results (May 7, 2026)

US Foods Holding Corp. (NYSE: USFD) reported results for its fiscal first quarter ended March 28, 2026, in a press release furnished as Exhibit 99.1 to this Form 8-K. Net sales rose 2.8% to $9.6 billion (from $9,351 million), driven by case volume growth and food cost inflation of 1.0%. Net income increased 0.9% to $116 million, and diluted EPS rose 6.1% to $0.52. Adjusted EBITDA grew 6.2% to $413 million, with Adjusted EBITDA margin of 4.3%, and Adjusted Diluted EPS grew 14.7% to $0.78. Total case volume increased 1.4%, with independent restaurant case volume up 4.6%, while chain volume decreased 2.3%. Cash flow from operating activities was $294 million, down $97 million from the prior year, driven by changes in operating assets and liabilities, including higher tax payments. Net Debt was $5.1 billion at quarter end, and the Net Debt to Adjusted EBITDA ratio was 2.6x, compared with 2.7x at the end of fiscal 2025. The company repurchased 1.4 million shares for $125 million, including $50 million of settlements from an accelerated share repurchase entered into in November 2025. US Foods reaffirmed its fiscal 2026 guidance issued February 12, 2026: Net Sales growth of 4% to 6%, Adjusted EBITDA growth of 9% to 13%, and Adjusted Diluted EPS growth of 18% to 24%. The guidance includes an expected contribution of approximately 1% from a 53rd week in fiscal 2026. The CEO cited a deteriorating macro environment and weather-related disruptions during the quarter, while noting sustained momentum as weather normalized.

May 7, 2026 8-K

US Foods Holding 8-K Report, Financial Results (Feb 12, 2026)

US Foods Holding Corp. (NYSE: USFD) reported fourth-quarter and fiscal year 2025 results for the period ended December 27, 2025, in a press release furnished as Exhibit 99.1 under Item 2.02. For fiscal 2025, net sales grew 4.1% to $39.4 billion, net income rose 36.8% to $676 million, and diluted EPS rose 45.5% to $2.94. Adjusted EBITDA grew 11.0% to $1.93 billion, Adjusted Diluted EPS grew 26.3% to $3.98, and Adjusted EBITDA margin expanded 30 basis points to 4.9%. Total case volume increased 1.0%, with independent restaurant case volume up 3.3%. Management attributed the results to capturing market share and executing operational excellence and productivity initiatives. Capital allocation was a major focus during the year. The company repurchased $934 million of shares in fiscal 2025, including $327 million in the fourth quarter, and had approximately $1,090 million remaining under its repurchase programs at year-end, including a $1 billion authorization approved November 24, 2025. Cash flow from operations was $1.37 billion for the year, and Net Debt was $5.2 billion, with a Net Debt to Adjusted EBITDA ratio of 2.7x compared with 2.8x a year earlier. The company also acquired Shetakis, an independent food distributor in Las Vegas, Nevada, funded with cash on hand and closed November 24, 2025. For fiscal 2026, US Foods guided to net sales growth of 4% to 6%, Adjusted EBITDA growth of 9% to 13%, and Adjusted Diluted EPS growth of 18% to 24%. The guidance includes a 53rd week, which is expected to add approximately 1% to total case growth and Adjusted EBITDA growth. The company also reiterated its three-year long-range plan and its target of more than $4 billion of cumulative operating cash flow from 2025 to 2027.

Feb 12, 2026 10-K

US Foods Holding Annual Report, Year Ended Dec 27, 2025

US Foods Holding Corp. reported fiscal year 2025 (52 weeks ended December 27, 2025) net sales of $39.42 billion, up $1,547 million, or 4.1%, from $37.88 billion in fiscal 2024, driven by case volume growth and food cost inflation of 2.6%. Total case volume rose 1.0%, with independent restaurant case volume up 3.3%, healthcare up 4.4% and hospitality up 2.9%, partly offset by a 3.5% decline in chain volume. Operating income increased $100 million to $1.20 billion, and net income rose $182 million to $676 million, or $2.94 per diluted share. Adjusted EBITDA increased $191 million, or 11.0%, to $1.93 billion, and was 4.9% of net sales compared with 4.6% a year earlier. Cash flow from operations was $1.37 billion, up from $1.17 billion, and free cash flow was $965 million. Capital expenditures were $410 million, and the company guides fiscal 2026 cash capital expenditures to $400 million to $450 million. Total debt was $5.2 billion at year-end, with about 34% of principal bearing floating rates, and the company reported approximately $1.6 billion of cash and available liquidity. During the year, the company repurchased 11,881,693 shares for approximately $934 million, and its board authorized an additional $1 billion repurchase program in November 2025, with about $1.09 billion of total remaining authorization at year end. The company completed the Jake's Finer Foods acquisition for $92 million in January 2025 and the Shetakis acquisition for $46 million in November 2025, and it sold the Freshway business for $38 million in net proceeds. Management's stated priorities include the WE HELP YOU MAKE IT strategy of More Quality, More Tools and More Deliveries, and the company recorded a $13 million intangible asset impairment in fiscal 2025.

Feb 12, 2026 8-K

US Foods Holding 8-K Report, Financial Results (Jan 12, 2026)

US Foods Holding Corp. (NYSE: USFD) furnished this Form 8-K under Item 2.02 (Results of Operations and Financial Condition) on January 12, 2026, to report that it is reaffirming its fiscal year 2025 guidance first announced on its third quarter earnings call on November 6, 2025. The reaffirmed outlook calls for Net Sales growth of 4% to 5%, Adjusted EBITDA growth of 10% to 12%, and Adjusted Diluted EPS growth of 24% to 26%. The company states it cannot reconcile these forward-looking non-GAAP measures to GAAP because it cannot predict with reasonable certainty the financial impact of items such as restructuring, asset impairment charges, share-based compensation, LIFO reserve adjustments, debt extinguishment losses, and acquisition and divestiture costs. The filing also announces that CEO Dave Flitman and CFO Dirk Locascio will take part in a fireside chat at the 28th Annual ICR Conference in Orlando, Florida, on Monday, January 12, 2026, at 4:30 p.m. EST. A live audio webcast will be available on the company's Investor Relations page, with a replay available later that day. The information in Item 2.02 and Exhibit 99.1 is furnished rather than filed, so it is not subject to the liabilities of Section 18 of the Exchange Act. The filing contains no new financial results; its substance is a reaffirmation of prior guidance and an investor-conference announcement.

Jan 12, 2026 8-K

US Foods Holding 8-K Report, Regulation FD Disclosure (Nov 24, 2025)

US Foods Holding Corp. (NYSE: USFD) announced on November 24, 2025 that it and Performance Food Group (NYSE: PFGC) have terminated their previously announced information sharing process by mutual agreement and will no longer pursue a potential combination. The company said its Board and Executive Leadership Team concluded that executing its Long-range Plan, including its disciplined capital allocation framework, is the best path to long-term value creation for shareholders. US Foods reaffirmed its fiscal 2025 outlook, first provided on November 6, 2025, and its 2025 to 2027 Long-range Plan growth algorithm. That algorithm calls for 5% Net Sales Compound Annual Growth Rate (CAGR), 10% Adjusted EBITDA CAGR, at least 20 basis points of annual Adjusted EBITDA margin expansion, and 20% Adjusted Diluted EPS CAGR. The company noted it is not providing a reconciliation of these forward-looking non-GAAP measures. On the capital return front, the company intends to enter into an accelerated share repurchase agreement for $250 million of its common stock, executed under its previously authorized program. The Board also approved a new $1 billion share repurchase program.

Nov 24, 2025 8-K

US Foods Holding 8-K Report, Financial Results (Nov 6, 2025)

US Foods Holding Corp. (NYSE: USFD) reported results for its fiscal third quarter ended September 27, 2025, in a press release furnished as Exhibit 99.1 to this Form 8-K. Net sales rose 4.8% to $10.2 billion, gross profit increased 5.2% to $1.8 billion, and net income grew 3.4% to $153 million. Diluted EPS was $0.67, up 9.8%, while Adjusted EBITDA increased 11.0% to $505 million and Adjusted Diluted EPS increased 25.9% to $1.07. Total case volume rose 1.1%, led by a 3.9% increase in independent restaurant case volume, and the company cited food cost inflation of 3.0% as a contributor to net sales growth. Capital allocation was a major theme. The company repurchased about 4.1 million shares for approximately $335 million during the quarter and had about $467 million remaining under its current $1 billion repurchase program. Net Debt was $4.9 billion at quarter-end, and the Net Debt to Adjusted EBITDA ratio improved to 2.6x from 2.8x at fiscal year-end 2024. After quarter-end, the company signed a definitive agreement to acquire Shetakis, an independent food distributor in Las Vegas, Nevada, targeting closing in the fourth quarter of 2025. The company updated its fiscal 2025 outlook. Net sales growth is now expected at 4% to 5%, down from the prior 4% to 6%. Adjusted EBITDA growth is now expected at 10% to 12%, compared with the prior 9.5% to 12%, and Adjusted Diluted EPS growth is now expected at 24% to 26%, up from the prior 19.5% to 23%.

Nov 6, 2025 10-Q

US Foods Holding Quarterly Report for Q3 Ended Sep 27, 2025

US Foods Holding Corp. reported net sales of $10,191 million for the 13 weeks ended September 27, 2025, up from $9,728 million a year earlier, and net sales of $29,624 million for the 39 weeks, up from $28,386 million. Net income was $153 million for the quarter (versus $148 million) and $492 million year to date (versus $428 million). Operating income was $282 million for the quarter and $878 million year to date. Adjusted EBITDA was $505 million for the quarter, or 5.0% of net sales, compared with $455 million, or 4.7%, a year earlier, and $1,442 million year to date, or 4.9% of net sales. Total case volume increased 1.1% in the quarter, with independent restaurant case volume up 3.9%. Organic case volume increased 0.8% in the quarter. Cash flow from operations was $1,076 million for the 39 weeks, up from $891 million, and Free Cash Flow was $806 million, up from $658 million. The company repurchased approximately 4.1 million shares for about $335 million in the quarter and approximately 7.6 million shares for about $608 million year to date. As of the quarter end, roughly $467 million remained authorized under the New Share Repurchase Program. The company reported approximately $1.9 billion in cash and available liquidity, with $1,822 million of available capacity under its ABL Facility. Total debt was $4,952 million at quarter end, and the company expects fiscal 2025 cash capital expenditures between $395 million and $410 million. The filing notes that LIFO expense was $46 million in the quarter and $65 million year to date, and that the company's disclosure controls were concluded to be effective as of September 27, 2025. The company stated that it believes cash from operations and borrowing capacity will be adequate to meet obligations for the next 12 months.

Nov 6, 2025 8-K

US Foods Holding 8-K Report, Financial Results (Sep 10, 2025)

US Foods Holding Corp. (NYSE: USFD) issued a press release dated September 10, 2025, reaffirming its fiscal year 2025 guidance and its 2025 to 2027 long-range plan growth algorithm, both first provided on its second quarter earnings call on August 7, 2025. The company stated that it expects fiscal 2025 Net Sales growth of 4% to 6%, Adjusted EBITDA growth of 9.5% to 12%, and Adjusted Diluted EPS growth of 19.5% to 23%. No new financial results were reported in the filing. The long-range plan reiterated by the company targets a 5% Net Sales compound annual growth rate, a 10% Adjusted EBITDA CAGR, at least 20 basis points of annual Adjusted EBITDA margin expansion, and a 20% Adjusted Diluted EPS CAGR through 2027. CEO Dave Flitman cited first-half 2025 growth of approximately 11% in Adjusted EBITDA and 27% in Adjusted EPS, and said he remains highly confident in achieving the long-range plan. The filing also announced that Chief Financial Officer Dirk Locascio will participate in a fireside chat at the 2025 Piper Sandler Growth Frontiers Conference in Nashville on September 10, 2025, at 10 a.m. CDT, with a live audio webcast and replay available on the company's Investor Relations page. The Item 2.02 disclosure and Exhibit 99.1 are furnished, not filed, under the Exchange Act.

Sep 10, 2025 8-K

US Foods Holding 8-K Report, Financial Results (Aug 7, 2025)

US Foods Holding Corp. (NYSE: USFD) reported results for its fiscal second quarter ended June 28, 2025, in a press release furnished as Exhibit 99.1 to this Item 2.02 Form 8-K. Net sales rose 3.8% to $10.1 billion, with total case volume up 0.9% and independent restaurant case volume up 2.7%. Net income increased 13.1% to $224 million and diluted EPS rose 20.0% to $0.96. Adjusted EBITDA grew 12.1% to $548 million, with the Adjusted EBITDA margin reaching a record 5.4%, and Adjusted Diluted EPS increased 28.0% to $1.19. The company raised its fiscal 2025 Adjusted EBITDA growth guidance to 9.5% to 12% from 8% to 12%, and its Adjusted Diluted EPS growth guidance to 19.5% to 23% from 17% to 23%. Net sales growth guidance of 4% to 6% was unchanged. During the quarter, US Foods repurchased 3.2 million shares for approximately $250 million under a new $1 billion authorization approved May 7, 2025. Net Debt was $4.8 billion at quarter end, and the net leverage ratio improved to 2.6x from 2.8x at fiscal year-end 2024. The filing states that the information in Item 2.02 and Exhibit 99.1 is not deemed filed for purposes of Section 18 of the Exchange Act. Non-GAAP measures such as Adjusted EBITDA and Adjusted Diluted EPS are used in the release, and the company states it cannot reconcile forward-looking non-GAAP guidance to GAAP because of uncertain significant items.

Aug 7, 2025 8-K

US Foods Holding 8-K Report, Regulation FD Disclosure (Aug 7, 2025)

On August 7, 2025, US Foods Holding Corp. furnished an 8-K under Regulation FD containing remarks by CEO Dave Flitman made during the company's Q2 2025 earnings call. The remarks address recent speculation and news reports about a potential combination with Performance Food Group (PFG). Flitman stated that US Foods approached PFG to explore the merits and opportunities of a combination, and that PFG has declined that invitation to date. Flitman framed the potential transaction around strategic rationale: meaningful economies of scale, expanded growth opportunities, complementary geographic reach, operational efficiencies, and a differentiated go-to-market offering built on service excellence, digital capabilities, and a customer-centric salesforce. He also said the combination could broaden customer product offerings and enhance competition in the foodservice industry, and the company estimates it would generate meaningful multi-year synergies and opportunities for profitable growth and shareholder returns. The company's stated ask of PFG is simply to work together to further understand the merits of a potential combination. The filing does not disclose transaction terms, valuation, or a definitive agreement. The remarks are furnished, not filed, under Item 7.01 and Exhibit 99.1, so they are not subject to the liabilities of Section 18 of the Exchange Act.

Aug 7, 2025 10-Q

US Foods Holding Quarterly Report for Q2 Ended Jun 28, 2025

US Foods Holding Corp. reported net sales of $10.08 billion for the 13 weeks ended June 28, 2025, up from $9.71 billion a year earlier, with operating income of $372 million versus $353 million and net income of $224 million versus $198 million. For the 26 weeks, net sales were $19.43 billion (versus $18.66 billion) and net income was $339 million (versus $280 million). Total case volume rose 0.9% in the quarter and 1.0% year to date, driven by independent restaurant growth, while Adjusted EBITDA reached $548 million, or 5.4% of net sales, for the quarter compared with 5.0% a year earlier. Cash flow from operations was $725 million for the 26 weeks, up from $621 million, and free cash flow was $569 million versus $467 million. The company repurchased $270 million of common stock during the first half, and at quarter-end had approximately $802 million remaining under its New Share Repurchase Program. Total debt was $4.83 billion, and the company reported approximately $2.0 billion in cash and available liquidity. Management expects fiscal 2025 cash capital expenditures of $375 million to $425 million. The balance sheet shows total assets of $13.79 billion and shareholders' equity of $4.63 billion. Accounts payable rose to $2.53 billion from $2.23 billion at year-end. Management stated the company has no material changes to its principal risk factors, and it concluded its disclosure controls were effective as of June 28, 2025.

Aug 7, 2025 8-K

US Foods Holding 8-K Report, Shareholder Vote Results (May 23, 2025)

US Foods Holding Corp. held its 2025 annual meeting of stockholders on May 22, 2025, with 219,917,528 shares represented in person or by proxy, out of 230,517,399 shares of common stock outstanding and entitled to vote as of the March 25, 2025 record date, establishing a quorum. Stockholders elected all eight nominees to serve until the 2025 annual meeting of stockholders, with each nominee receiving substantially more For votes than Against votes and abstentions. Cheryl A. Bachelder received 210,047,565 For votes against 1,573,393 Against votes, and Ann E. Ziegler received 204,658,867 For votes against 6,962,231 Against votes. Stockholders also approved, on a non-binding advisory basis, the named executive officer compensation proposal, with 202,729,237 votes For, 8,658,004 Against, and 366,278 Abstain. The appointment of Deloitte & Touche LLP as the independent registered public accounting firm for fiscal year 2025 was ratified with 218,262,362 votes For, 1,454,227 Against, and 200,939 Abstain. A non-binding stockholder proposal to adopt a right to call a special stockholder meeting at a 15% aggregate ownership threshold was approved on an advisory basis, with 181,258,152 votes For, 21,670,115 Against, and 8,825,052 Abstain. Broker non-votes of 8,164,009 were recorded on the director, compensation, and proposal matters where applicable.

May 23, 2025 8-K

US Foods Holding 8-K Report, Financial Results (May 8, 2025)

US Foods Holding Corp. (NYSE: USFD) reported results for its fiscal first quarter ended March 29, 2025, in a press release attached as Exhibit 99.1. Net sales rose 4.5% to $9.4 billion ($9,351 million), driven by total case volume growth of 1.1% and food cost inflation of 3.0%. Gross profit increased 8.0% to $1.6 billion, net income rose 40.2% to $115 million, and Adjusted EBITDA grew 9.3% to $389 million. Diluted EPS was $0.49, and Adjusted Diluted EPS increased 25.9% to $0.68. The company reaffirmed its fiscal 2025 guidance of net sales growth of 4% to 6%, Adjusted EBITDA growth of 8% to 12%, and Adjusted Diluted EPS growth of 17% to 23%. Management said it expects to return to more meaningful share repurchases in the second quarter and the balance of the year. On May 7, 2025, the Board authorized a new share repurchase program of up to $1 billion. The company repurchased 328,000 shares for about $23 million during the quarter and had about $52 million remaining under its prior $1 billion program. Balance sheet and cash flow improved. Cash flow from operating activities was $391 million, up $252 million year over year, and Net Debt was $4.7 billion, with the Net Debt to Adjusted EBITDA ratio at 2.7x, down from 2.8x at fiscal year-end 2024. During the quarter the company acquired Jake's Finer Foods, a Houston broadline distributor, for $92 million in cash, closed January 10, 2025.

May 8, 2025 10-Q

US Foods Holding Quarterly Report for Q1 Ended Mar 29, 2025

US Foods Holding Corp. reported net sales of $9,351 million for the 13 weeks ended March 29, 2025, up $402 million, or 4.5%, from $8,949 million a year earlier, driven by case volume growth and food cost inflation of 3.0%. Total case volume rose 1.1% (organic case volume rose 0.1%). Gross profit increased $119 million, or 8.0%, to $1,614 million, helped by volume, improved cost of goods sold, pricing optimization and a smaller LIFO expense ($5 million versus $45 million). Operating income rose to $224 million from $165 million, and net income increased to $115 million from $82 million. Diluted EPS was $0.49 versus $0.33. Adjusted EBITDA increased $33 million, or 9.3%, to $389 million, with an Adjusted EBITDA margin of 4.2% versus 4.0%. Cash flow from operations was $391 million versus $139 million, and free cash flow was $308 million versus $53 million. Cash flow improved mainly from changes in operating assets and liabilities. The company spent $85 million on the Jake's Finer Foods acquisition in Texas and received $38 million from the sale of the Freshway business. Capital expenditures were $84 million, and the company expects fiscal 2025 cash capital expenditures of $375 million to $425 million. Total debt was $4,805 million at March 29, 2025, down from $4,928 million at December 28, 2024. The company had approximately $1.8 billion in cash and available liquidity, including $1,658 million of remaining ABL Facility capacity. The company repurchased $23 million of stock in the quarter, and on May 7, 2025, its Board authorized a new $1 billion share repurchase program.

May 8, 2025 8-K

US Foods Holding 8-K Report, Executive Changes (May 7, 2025)

US Foods Holding Corp. filed this Form 8-K on May 7, 2025 under Item 5.02 to report a change in its Principal Accounting Officer. On May 7, 2025, the Board of Directors elected AnnMarie Lobred, Senior Vice President and Chief Accounting Officer, as Principal Accounting Officer, effective that same day. Dirk Locascio, who had been serving as interim Principal Accounting Officer, ceases in that role and will continue as Executive Vice President and Chief Financial Officer. The filing states that Ms. Lobred will receive no additional compensation for the added role and will continue to receive her base salary and participation in the Company's Annual Incentive Program and Long-Term Equity Incentive Program, as described in the Company's 10-K filed February 13, 2025. The filing discloses Ms. Lobred's background: age 54, joined the Company on January 20, 2025, previously served more than 10 years as Vice President of Financial Reporting and Corporate Controller at Performance Food Group Company, and began her career over 30 years ago as an auditor at PricewaterhouseCoopers. The filing also states there are no family relationships, no related-person transactions requiring disclosure, and no arrangements under which she was selected as Principal Accounting Officer.

May 7, 2025 8-K

US Foods Holding 8-K Report, Financial Results (Feb 13, 2025)

US Foods Holding Corp. reported results for its fiscal fourth quarter and full fiscal year 2024, ended December 28, 2024. For the full year, net sales increased 6.4% to a record $37.9 billion, net income available to common shareholders was $494 million, and Adjusted EBITDA increased 11.7% to a record $1.74 billion, with Adjusted EBITDA margin expanding 22 basis points to 4.6%. Diluted EPS was unchanged at $2.02, while Adjusted Diluted EPS increased 19.8% to $3.15. Total case volume rose 4.2% for the year, and independent restaurant case volume rose 4.4%. The company repurchased $958 million of shares during 2024 and reported Net Debt of $4.9 billion, a Net Leverage Ratio of 2.8x. Fourth-quarter results were weaker on a GAAP basis. Net income was $66 million and diluted EPS was $0.28, down 52.5%, mainly due to a non-recurring $124 million pension termination settlement expense and an unfavorable year-over-year LIFO adjustment. Adjusted EBITDA rose 13.7% to $441 million and Adjusted Diluted EPS rose 31.3% to $0.84. For fiscal 2025, the company guided to net sales growth of 4% to 6%, Adjusted EBITDA growth of 8% to 12%, and Adjusted Diluted EPS growth of 17% to 23%. It also outlined long-range targets through 2027 of a 5% sales CAGR, a 10% Adjusted EBITDA CAGR, and a 20% Adjusted Diluted EPS CAGR, and expects to generate more than $4 billion of cash flow under its new long-range plan.

Feb 13, 2025 10-K

US Foods Holding Annual Report, Year Ended Dec 28, 2024

US Foods Holding Corp. (NYSE: USFD) reported fiscal 2024 (52 weeks ended December 28, 2024) net sales of $37.88 billion, up 6.4% from $35.60 billion, driven by case volume growth. Total case volume rose 4.2%, with independent restaurant case volume up 4.4% and organic case volume up 1.4%. Operating income increased to $1.10 billion from $1.02 billion, while net income available to common shareholders was $494 million, down slightly from $499 million. Adjusted EBITDA rose 11.7% to $1.74 billion, or 4.6% of net sales, and free cash flow was $836 million. The company's results were affected by a $124 million non-cash pension settlement charge tied to termination of the majority of its defined benefit plan, and by a $61 million LIFO expense. Total indebtedness was $4.93 billion at year-end, with about 32% of principal at floating rates. The company refinanced its term loans and issued $500 million of 5.75% senior notes due 2033 during the year. It repurchased 16.4 million shares for approximately $958 million under its amended repurchase program, leaving about $75 million of authorization remaining. The filing also discloses that the company is exploring a sale of its CHEF'STORE wholesale restaurant supply business, has agreed to sell its Freshway business (closed January 31, 2025), and completed the Jake's Finer Foods acquisition for about $92 million on January 10, 2025. Liquidity was about $1.5 billion, and management believes operating cash flow and ABL capacity are sufficient for the next 12 months.

Feb 13, 2025 8-K

US Foods Holding 8-K Report, Financial Results (Jan 13, 2025)

On January 13, 2025, US Foods Holding Corp. (NYSE: USFD) filed an 8-K under Item 2.02 (Results of Operations and Financial Condition) to reaffirm its fiscal year 2024 guidance, first introduced on its third quarter earnings call on Nov. 7, 2024. The reaffirmed outlook calls for Net Sales of $37.7 billion to $38.0 billion, Adjusted EBITDA of $1.72 billion to $1.74 billion, and Adjusted Diluted EPS of $3.05 to $3.15. The filing states that the company is not providing a reconciliation of the forward-looking non-GAAP measures (Adjusted EBITDA and Adjusted Diluted EPS) because it cannot predict with reasonable certainty the financial impact of items such as restructuring, asset impairment, share-based compensation, LIFO reserve adjustments, debt extinguishment losses, and business transformation and acquisition costs. The company also announced that CEO Dave Flitman and CFO Dirk Locascio will attend the 27th Annual ICR Conference in Orlando and take part in a fireside chat on Tuesday, January 14, 2025 at 9:30 a.m. EST, with a live audio webcast and replay available through the Investor Relations page. The information is furnished under Item 2.02 and is not deemed filed for purposes of Section 18 of the Exchange Act. For investors, the filing is primarily a reaffirmation rather than a new outlook: it contains no revised guidance and no fiscal 2024 actual results. The press release describes the company as a leading foodservice distributor partnering with approximately 250,000 restaurants and foodservice operators.

Jan 13, 2025 8-K

US Foods Holding 8-K Report, Executive Changes (Jan 10, 2025)

US Foods Holding Corp. (USFD) filed a Form 8-K on January 10, 2025 under Item 5.02 to report a board change. On January 7, 2025, the Board of Directors increased its size to nine directors and appointed David W. Bullock as a director, also assigning him to the Nominating and Corporate Governance Committee. The Board has determined that Mr. Bullock is independent under New York Stock Exchange requirements, and the filing states there are no related-person transactions requiring disclosure under Item 404(a) of Regulation S-K. The filing states that Mr. Bullock will receive compensation for Board service commensurate with the Company's other non-employee directors. His background, as described in the filing, includes serving as Chief Financial Officer of Pinnacle Agriculture Holdings LLC until his retirement in 2017, Chairman of the Board of BMC Stock Holdings from 2015 until May 2020, and prior CFO roles at Graham Packaging Company Inc. and UAP Holding Corporation. He is 60 years old and holds a B.S. in Electrical Engineering from Lehigh University and an M.B.A. from Cornell University. For investors, this filing reflects a governance update rather than a financial or operational disclosure. The filing contains no financial results, guidance, or transaction details beyond the director appointment and the expanded board size.

Jan 10, 2025 8-K

US Foods Holding 8-K Report, Financial Results (Nov 7, 2024)

US Foods Holding Corp. (NYSE: USFD) reported results for its fiscal third quarter ended September 28, 2024, in a press release furnished as Exhibit 99.1 to this Item 2.02 8-K. Net sales rose 6.8% to $9.7 billion, gross profit rose 8.1% to $1.7 billion, and net income was $148 million, up 55.8%. Adjusted EBITDA increased 13.2% to $455 million, with Adjusted EBITDA margin of 4.7%, an increase of 27 basis points. Diluted EPS was $0.61 and Adjusted Diluted EPS was $0.85, up 21.4%. Total case volume increased 3.8%, and independent restaurant case volume increased 4.1%. CEO Dave Flitman cited a softer macro environment and weather-related challenges, including hurricanes Helene and Milton, as pressures on industry case volumes. For the first nine months of fiscal 2024, operating cash flow was $891 million, down $44 million from the prior year, and cash capital expenditures were $236 million. The company repurchased $580 million of shares in the quarter, leaving approximately $398 million remaining under its $1 billion repurchase program. Net Debt was $4.7 billion at quarter-end, and the Net Debt to Adjusted EBITDA ratio was 2.8x, compared with 2.8x at fiscal year-end 2023 and 2.9x at the third quarter of fiscal 2023. The company updated its fiscal 2024 guidance. Net sales are now expected at $37.7 billion to $38.0 billion (previously $37.5 billion to $38.5 billion), Adjusted EBITDA at $1.72 billion to $1.74 billion (previously $1.69 billion to $1.74 billion), and Adjusted Diluted EPS at $3.05 to $3.15 (previously $3.00 to $3.20).

Nov 7, 2024 10-Q

US Foods Holding Quarterly Report for Q3 Ended Sep 28, 2024

US Foods Holding Corp. reported net sales of $9,728 million for the 13 weeks ended September 28, 2024, up 6.8% from $9,106 million a year earlier, driven by a 3.8% increase in total case volume and food cost inflation of 3.2%. Operating income rose to $279 million from $230 million, and net income increased to $148 million from $95 million. For the 39 weeks ended September 28, 2024, net sales were $28,386 million, up 6.5%, with net income of $428 million compared to $359 million. Adjusted EBITDA for the 13 weeks was $455 million, or 4.7% of net sales, compared to $402 million, or 4.4%, in the prior-year quarter. Cash flow from operating activities for the 39 weeks was $891 million, down from $935 million, which the company attributed to less working capital benefit. Free Cash Flow was $658 million for the 39 weeks versus $776 million a year earlier. The company repurchased 10,399,672 shares for approximately $580 million in the quarter under its Amended Share Repurchase Program, leaving approximately $398 million authorized as of September 28, 2024. Total debt was $4,789 million, and the company reported approximately $1.7 billion in cash and available liquidity. Subsequent to quarter end, the company completed a $500 million offering of 5.75% senior unsecured notes due 2033 and amended its term loan credit agreement on October 3, 2024, using proceeds and cash on hand to repay the 2019 Incremental Term Loan Facility. The company also began settling its Terminating Pension Plan in October 2024 through a $414 million annuity purchase and $254 million of lump sum payments, and expects a one-time non-cash pre-tax pension settlement charge of $124 million in the fiscal fourth quarter of 2024.

Nov 7, 2024 8-K

US Foods Holding 8-K Report, Material Agreement (Oct 3, 2024)

On October 3, 2024, US Foods, Inc. entered into a Thirteenth Amendment to its Amended and Restated Term Loan Credit Agreement, adding two new senior secured term loan tranches: $610 million of 2024 Repriced Term Loans maturing November 22, 2028, and $725 million of 2024 Replacement Term Loans maturing October 3, 2031. Proceeds from these loans, along with net proceeds from the notes offering and cash on hand, were used to repay in full the company's existing term loans due September 13, 2026, and to repay existing term loans due November 22, 2028, other than amounts rolled on a cashless basis into the 2024 Repriced Term Loans, as well as to pay related fees and expenses. The new term loans bear interest at Term SOFR plus 1.75% or an alternative base rate plus 0.75%, and are guaranteed and secured by the company's capital stock and substantially all non-real estate assets of the company and certain subsidiaries. On the same date, the company completed its offering of $500 million aggregate principal amount of 5.750% Senior Notes due April 15, 2033, issued under an indenture with Wilmington Trust, National Association, as trustee. The notes are unconditionally guaranteed on a senior unsecured basis by the company's wholly-owned domestic subsidiaries that guarantee its senior secured term loan facilities. The notes may be redeemed at a make-whole premium before October 15, 2027, and at specified redemption prices thereafter. Upon a Change of Control Triggering Event, the company must offer to repurchase the notes at 101% of principal plus accrued interest. The indenture and credit agreement both contain customary covenants and events of default. The transactions primarily refinance and extend the maturities of existing term debt. The filing does not describe any change in the company's operations, and the notes have not been registered under the Securities Act of 1933.

Oct 3, 2024 8-K

US Foods Holding 8-K Report, Corporate Update (Sep 27, 2024)

US Foods Holding Corp. (NYSE: USFD) announced on September 27, 2024 that its wholly-owned subsidiary, US Foods, Inc., priced a private offering of $500 million aggregate principal amount of 5.75% senior unsecured notes due 2033. The offering is made to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S, and the notes have not been registered under the Securities Act. The company intends to use the net proceeds to repay a portion of the amounts outstanding under its term loan facility. The notes will be senior unsecured obligations of US Foods, Inc. and will be fully and unconditionally guaranteed by all existing and future wholly-owned domestic subsidiaries that guarantee its obligations under the existing term loan credit facility. The closing of the sale is scheduled for October 3, 2024, subject to customary closing conditions. The filing states that the offering is subject to market and other conditions and that no assurance can be given it will be consummated on its proposed terms or at all.

Sep 27, 2024 8-K

US Foods Holding 8-K Report, Financial Results (Aug 8, 2024)

US Foods Holding Corp. (NYSE: USFD) reported results for its fiscal second quarter ended June 29, 2024, in a press release attached as Exhibit 99.1 to this Form 8-K filed August 8, 2024. Net sales rose 7.7% to $9.7 billion, gross profit rose 7.2% to $1.7 billion, and net income increased 8.8% to $198 million. Adjusted EBITDA increased 13.2% to a record $489 million, with an Adjusted EBITDA margin of 5.0%. Diluted EPS was $0.80 and Adjusted Diluted EPS was $0.93, up 17.7%. Total case volume grew 5.2%, and independent restaurant case volume grew 5.7%. The company reduced Net Debt to $4.3 billion, bringing its net leverage ratio to 2.6x, down from 2.8x at fiscal year-end 2023 and 3.0x a year earlier. During the quarter it repurchased $41 million of shares and closed the IWC Food Service acquisition for approximately $220 million. Since the Board authorized a new program of up to $1 billion on June 1, 2024, the company has repurchased about $61 million through August 7, 2024, with approximately $918 million remaining. Management reiterated its fiscal 2024 guidance of net sales of $37.5 to $38.5 billion, Adjusted EBITDA of $1.69 to $1.74 billion, and Adjusted Diluted EPS of $3.00 to $3.20. The release also referenced a June 5 investor day at which the company outlined a 2025 through 2027 plan calling for 5% sales CAGR, 10% Adjusted EBITDA CAGR, and 20% Adjusted Diluted EPS CAGR.

Aug 8, 2024 10-Q

US Foods Holding Quarterly Report for Q2 Ended Jun 29, 2024

US Foods Holding Corp. reported net sales of $9,709 million for the 13 weeks ended June 29, 2024, up from $9,013 million, with total case volume increasing 5.2% and organic case volume increasing 1.9%. Operating income rose to $353 million from $322 million, and net income was $198 million versus $182 million in the prior-year quarter. Adjusted EBITDA was $489 million, or 5.0% of net sales, compared with $432 million, or 4.8%, a year earlier. For the 26 weeks, net sales were $18,658 million and net income was $280 million, while operating cash flow was $621 million compared with $653 million. The balance sheet shows total debt of $4,707 million and cash and cash equivalents of $405 million at June 29, 2024. The company had approximately $2.1 billion in cash and available liquidity, including $1,738 million of remaining capacity under its ABL Facility. Shareholders' equity rose to $5,011 million. Capital expenditures for the 26 weeks were $156 million, and the company expects fiscal 2024 cash capital expenditures of $325 million to $375 million. During the quarter, the company completed the IWC Food Service acquisition for a net purchase price of $214 million and announced on June 5, 2024 a new $1 billion share repurchase authorization, with approximately $979 million remaining at June 29, 2024. The company also said it intends to explore a potential sale of its CHEF'STORE wholesale restaurant supply business, though it was in the early stages of that exploration as of the filing date.

Aug 8, 2024 8-K

US Foods Holding 8-K Report, Shareholder Vote Results (May 17, 2024)

On May 15, 2024, US Foods Holding Corp. held its annual meeting of stockholders, where shareholders approved an amendment to the Amended and Restated Employee Stock Purchase Plan (ESPP) that increases the number of shares of common stock available for issuance under the plan from 4,750,000 to 8,250,000 shares. The amended ESPP is incorporated by reference as Exhibit 10.1 to this report, and the plan itself was described in the Definitive Proxy Statement on Schedule 14A filed April 2, 2024. At the meeting, stockholders elected all nine director nominees to one-year terms expiring at the 2025 annual meeting. Each nominee received substantially more votes for than against, with Cheryl A. Bachelder receiving 220,803,305 votes for and 4,538,953 against, and Ann E. Ziegler receiving 222,681,616 for and 2,652,533 against. Stockholders also approved, on a non-binding advisory basis, the compensation of the named executive officers (212,138,410 for, 13,114,551 against, 221,555 abstain), and ratified Deloitte & Touche LLP as the independent registered public accounting firm for fiscal year 2024 (232,756,312 for, 1,035,834 against, 204,969 abstain). For investors, the filing is primarily a record of routine annual meeting results. The most substantive change is the expansion of the ESPP share reserve, which increases the pool available for employee share purchases. The filing does not report financial results, guidance, or other operating information.

May 17, 2024 8-K

US Foods Holding 8-K Report, Financial Results (May 9, 2024)

US Foods Holding Corp. (NYSE: USFD) reported results for its fiscal first quarter ended March 30, 2024, in a press release furnished as Exhibit 99.1. Net sales rose 4.8% to $8.9 billion, gross profit rose 4.9% to $1.5 billion, and net income available to common shareholders was $82 million. Adjusted EBITDA increased 5.6% to $356 million, and Adjusted Diluted EPS increased 8.0% to $0.54, while GAAP diluted EPS was $0.33. Total case volume grew 4.2%, with independent restaurant case volume up 4.6%. Cash flow from operating activities was $139 million, a decrease of $140 million from the prior year due to less working capital benefit. Cash capital expenditures were $87 million. Net Debt was $4.4 billion, and the Net Debt to Adjusted EBITDA ratio was 2.8x, compared with 3.2x at the end of the first quarter of fiscal 2023. The company repurchased 0.3 million shares for $13 million and has about $179 million remaining under its $500 million repurchase program. The company closed its acquisition of IWC Food Service in April for approximately $220 million, and reaffirmed its fiscal 2024 guidance: net sales of $37.5 to $38.5 billion, Adjusted EBITDA of $1.69 to $1.74 billion, and Adjusted Diluted EPS of $3.00 to $3.20. The company also said it will update investors on a new long-range plan at an investor day on June 5.

May 9, 2024 10-Q

US Foods Holding Quarterly Report for Q1 Ended Mar 30, 2024

US Foods Holding Corp. reported net sales of $8,949 million for the 13 weeks ended March 30, 2024, up from $8,542 million a year earlier, driven by case volume growth and food cost inflation of 1.5%. Total case volume rose 4.2% and organic case volume rose 1.4%, with organic independent restaurant case volume up 2.9%. Gross profit was $1,495 million, with the gross margin flat at 16.7% of net sales, while operating expenses rose to $1,330 million (14.9% of net sales versus 14.5% a year earlier) and operating income fell to $165 million from $187 million. LIFO expense increased to $45 million from $20 million. Net income was flat at $82 million, and diluted EPS was $0.33 versus $0.32 a year earlier. Adjusted EBITDA rose to $356 million from $337 million, with the Adjusted EBITDA margin at 4.0% of net sales. Operating cash flow fell to $139 million from $279 million due to less working capital benefit, and free cash flow was $53 million versus $219 million. Total debt was $4,701 million, and the company had approximately $2.0 billion in cash and available liquidity, including $1,758 million of remaining ABL Facility capacity. The Series A convertible preferred stock is no longer outstanding. Subsequent to quarter end, on April 5, 2024, the company completed the acquisition of IWC Food Service for approximately $220 million in cash, expanding its reach into Tennessee and the southeastern United States. The company also began terminating the majority of its defined benefit Retirement Plan, with benefits expected to be settled during 2024.

May 9, 2024 8-K

US Foods Holding 8-K Report, Material Agreement (May 2, 2024)

US Foods, Inc. ("US Foods") entered into Amendment No. 4 to its existing ABL Credit Agreement on April 30, 2024. The ABL Credit Agreement, dated as of May 31, 2019, is among US Foods, the other Loan Parties, the lenders party thereto, and Wells Fargo Bank, National Association, as administrative agent and collateral agent. The filing states that the Amendment provides certain providers of supply chain financings a security interest in certain assets of US Foods under the ABL Agreement. The filing is narrow in scope. It reports a single material agreement change, a financing-related amendment that extends collateral protection to supply chain finance providers. It does not state any financial results, dollar amounts, or changes to borrowing capacity, pricing, or maturity. The full terms are in Exhibit 10.1, which the filing incorporates by reference. For investors, the key takeaway is that supply chain finance providers now hold a security interest in certain US Foods assets that secure the ABL facility. This could affect the priority of claims on those assets relative to other creditors, and investors may wish to review Exhibit 10.1 for the specific collateral and priority terms.

May 2, 2024 8-K

US Foods Holding 8-K Report, Material Agreement (Feb 29, 2024)

US Foods Holding Corp. (USFD) filed this Form 8-K to report three corporate actions. On February 27, 2024, US Foods, Inc. entered into a Twelfth Amendment to its term loan credit agreement with a syndicate of lenders, lowering the interest rate margins on the term loans scheduled to mature on November 22, 2028 to 2.00% for Term SOFR borrowings (with the credit spread adjustment removed) and 1.00% for ABR borrowings. On February 28, 2024, the company entered into a Mutual Termination Agreement with Sachem Head Capital Management LP and certain affiliates, terminating the Cooperation Agreement dated May 9, 2022, effective as of the close of business that day. Under the termination, the company no longer has obligations to nominate certain directors to the Board or to form new committees, and Sachem Head is no longer bound by its voting-recommendation or standstill restrictions. In connection with this termination, Scott D. Ferguson resigned from the Board on February 28, 2024, and the filing states his resignation was not due to any disagreement with the Company. For investors, the principal financial item is the reduced borrowing margin on the term loans, while the governance change is the end of the Sachem Head cooperation arrangement and the resulting board departure. The filing does not state the size of the term loans or the financial effect of the margin reduction.

Feb 29, 2024 10-K

US Foods Holding Annual Report, Year Ended Dec 30, 2023

US Foods Holding Corp. (NYSE: USFD) reported net sales of $35,597 million for fiscal year 2023, up $1,540 million, or 4.5%, from $34,057 million in fiscal 2022, driven by case volume growth. Total case volume increased 4.4%, with independent restaurant case volume up 6.9%, healthcare up 7.2% and hospitality up 8.9%, while chain volume decreased 2.1%. Gross profit rose 11.9% to $6,148 million (17.3% of net sales, versus 16.1% in 2022), and operating income more than doubled to $1,017 million from $594 million. Net income was $506 million, compared with $265 million in fiscal 2022, and diluted EPS was $2.02 versus $1.01. Adjusted EBITDA increased $249 million, or 19.0%, to $1,559 million, with Adjusted EBITDA margin of 4.4% of net sales. Cash flow from operating activities rose to $1,140 million and Free Cash Flow reached $831 million, compared with $500 million in fiscal 2022. The company repurchased 7,396,224 shares for approximately $294 million during the year, leaving about $192 million remaining under its $500 million authorization. Total debt was $4,674 million at year end, and the company reported approximately $2.0 billion in cash and available liquidity. Investors should note the company's indebtedness of $4.7 billion, of which approximately 30% bears floating rates, and its dependence on fuel, labor and customer concentration risks, including GPOs that accounted for about 23% of net sales. The company made two 2023 acquisitions, Renzi Foodservice ($142 million purchase price) and Saladino's ($56 million), and does not pay dividends on its common stock.

Feb 15, 2024 8-K

US Foods Holding 8-K Report, Financial Results (Feb 15, 2024)

US Foods Holding Corp. (NYSE: USFD) reported results for the fiscal fourth quarter and fiscal year ended December 30, 2023, in a press release attached as Exhibit 99.1. Fiscal 2023 net sales rose 4.5% to $35.6 billion, driven by total case volume growth of 4.4%, with independent restaurant case volume up 6.9%. Gross profit increased 11.9% to $6.1 billion, and Adjusted EBITDA grew 19.0% to a record $1.56 billion. GAAP net income available to common shareholders was $499 million, and diluted EPS was $2.02, compared with $1.01 in the prior year. Cash flow from operations for fiscal 2023 was $1.14 billion, and cash capital expenditures were $309 million. The company repurchased 7.4 million shares for $294 million during the year and reported Net Debt of $4.4 billion. The net leverage ratio fell from 3.5x at the end of 2022 to 2.8x at the end of 2023. The company also acquired Saladino's Foodservice for $56 million in the fourth quarter and signed a definitive agreement to acquire IWC Food Service, which has about $200 million in annual sales, with closing targeted for the second quarter of 2024 pending regulatory approval. For fiscal 2024, US Foods guided to net sales of $37.5 to $38.5 billion, Adjusted EBITDA of $1.69 to $1.74 billion, and Adjusted Diluted EPS of $3.00 to $3.20. First-quarter 2024 Adjusted EBITDA is guided to $340 to $355 million.

Feb 15, 2024 8-K

US Foods Holding 8-K Report, Regulation FD Disclosure (Jan 8, 2024)

US Foods Holding Corp. (NYSE: USFD) filed a Form 8-K under Item 7.01 (Regulation FD Disclosure) on January 8, 2024, to furnish a press release reaffirming its fiscal year 2023 guidance, first introduced on its third quarter earnings call on Nov. 9, 2023. The filing contains no new financial results; it confirms that the company's previously stated outlook remains unchanged. The reaffirmed guidance calls for Adjusted EBITDA of $1.54-$1.56 billion, Adjusted Diluted EPS of $2.60-$2.70, interest expense of $320-$325 million, and total capital expenditures of $410-$430 million, made up of $290-$310 million in cash capital expenditures and about $120 million in fleet capital leases. The company also expects Net Debt to Adjusted EBITDA leverage below 3.0x by the end of fiscal year 2023. The company also announced that CEO Dave Flitman and CFO Dirk Locascio will take part in a fireside chat at the 26th Annual ICR Conference in Orlando on Monday, January 8, 2024, at 2:00 p.m. EST, with a live audio webcast and a replay available on the Investor Relations page. The information is furnished rather than filed, so it is not subject to Section 18 liabilities.

Jan 8, 2024 10-Q

US Foods Holding Quarterly Report for Q3 Ended Sep 30, 2023

US Foods Holding Corp. reported net sales of $9,106 million for the 13 weeks ended September 30, 2023, up $189 million, or 2.1%, from $8,917 million a year earlier, driven primarily by case volume growth and the Renzi Foodservice acquisition, partially offset by food cost deflation of 1.3%. Total case volume rose 4.0%, with independent restaurant case volume up 5.8%. Operating income was $230 million versus $214 million, and net income was $95 million versus $109 million, with the decline tied to higher interest expense ($81 million versus $65 million) and a $21 million loss on extinguishment of debt. Adjusted EBITDA increased $51 million, or 14.5%, to $402 million, and was 4.4% of net sales compared with 3.9% a year earlier. For the 39 weeks ended September 30, 2023, net sales rose $1,119 million, or 4.4%, to $26,661 million, and net income increased to $359 million from $172 million. Adjusted EBITDA reached $1,171 million, up 22.0%, and free cash flow was $768 million versus $412 million in the prior-year period. Operating cash flow was $935 million, and the company had approximately $2.2 billion in cash and available liquidity as of September 30, 2023. During the quarter, the company refinanced its 6.25% Secured Senior Notes due 2025 by issuing $500 million of 6.875% Unsecured Senior Notes due 2028 and $500 million of 7.250% Unsecured Senior Notes due 2032, and repurchased 5.8 million shares for approximately $229 million over the 39 weeks. The Series A Convertible Preferred Stock was fully converted into common stock during 2023, and the preferred stock designation was eliminated effective November 3, 2023.

Nov 9, 2023 8-K

US Foods Holding 8-K Report, Financial Results (Nov 9, 2023)

US Foods Holding Corp. (NYSE: USFD) reported results for its fiscal third quarter ended September 30, 2023 in a press release attached as Exhibit 99.1. Net sales were $9.1 billion, up 2.1%, with total case volume up 4.0% and independent restaurant case volume up 5.8%. Gross profit rose 5.6% to $1.5 billion, and net income available to common shareholders was $95 million. Adjusted EBITDA grew 14.5% to $402 million, with Adjusted EBITDA margin up about 48 basis points to 4.4%. Diluted EPS was $0.38, down 11.6%, while Adjusted Diluted EPS rose 16.7% to $0.70. For the nine months, net sales were $26.7 billion, up 4.4%, and net income available to common shareholders was $352 million. Adjusted EBITDA reached $1.2 billion, up 22.0%. Net Debt was $4.3 billion at quarter-end, and the net leverage ratio was 2.9x, compared with 3.5x at fiscal year-end 2022. During the quarter the company prepaid $60 million on its 2019 Incremental Term Loan, refinanced Secured Senior Notes due 2025 with Unsecured Senior Notes due 2028 and 2032, and repurchased 0.7 million shares for $29 million. The company raised its fiscal 2023 Adjusted EBITDA guidance to $1.54 billion to $1.56 billion, from $1.51 billion to $1.54 billion, and its Adjusted Diluted EPS guidance to $2.60 to $2.70, from $2.55 to $2.65. It also signed a definitive agreement to acquire Saladino's Foodservice, an independent broadline distributor in central California with approximately $600 million in annual revenue, and completed the $142 million acquisition of Renzi Foodservice during the quarter.

Nov 9, 2023 8-K

US Foods Holding 8-K Report, Regulation FD Disclosure (Oct 23, 2023)

US Foods Holding Corp. furnished a shareholder engagement presentation (Exhibit 99.1, Fall 2023 Environmental, Social & Governance Update) under Item 7.01 Regulation FD Disclosure, provided to certain shareholders on or after October 23, 2023. The information is furnished rather than filed, so it is not subject to Section 18 liabilities. The presentation reviews Q2 2023 results, including net sales of $9.1 billion (up 2.1% from Q2 2022), gross profit up 15% to $1.6 billion, net income of $182 million, and record Adjusted EBITDA of $432 million, with Adjusted EBITDA margin expanded by 60 bps. For the first half of 2023, reported net income was $264 million versus $63 million in the prior-year period, and net leverage was reduced to 3.0x from 3.5x at year-end 2022. The deck also covers governance and compensation. It highlights a declassified board, annual say-on-pay votes with more than 80% support each year, and restoration of a single class of common stock in 2023. It describes CEO David E. Flitman's compensation, including a base salary of $1.3 million, a 150% target annual incentive, and one-time make-whole awards. The 2023 annual incentive plan now uses a distribution cost per case metric, weighted 20%, in place of market share. Shareholder engagement data shows the company contacted 80% of outstanding stock and met with 63% in 2022. Sustainability content includes a 13% reduction in absolute Scope 1 and Scope 2 greenhouse gas emissions from the 2019 baseline, 2,600+ Exclusive Brand products in the Hungry For Better program, and 47% of new or open leadership roles filled by women or people of color. The presentation is an investor-relations engagement document rather than a financial disclosure, but it provides context on operating performance, capital allocation, and governance practices.

Oct 23, 2023 8-K

US Foods Holding 8-K Report, Material Agreement (Sep 25, 2023)

On September 25, 2023, US Foods Holding Corp. completed its previously announced private offering, through its direct wholly-owned subsidiary US Foods, Inc., of $500 million aggregate principal amount of 6.875% Senior Notes due 2028 and $500 million aggregate principal amount of 7.250% Senior Notes due 2032. The Company used the net proceeds, together with cash on hand, to fund the redemption of all of its outstanding 6.250% senior secured notes due 2025 and to pay related fees and expenses. The offering was exempt from registration under the Securities Act of 1933. The Notes are unconditionally guaranteed on a senior unsecured basis by the Company's existing and future wholly-owned domestic subsidiaries that guarantee its senior secured term loan credit facilities. Interest on the 2028 Notes is payable semi-annually on March 15 and September 15, beginning March 15, 2024, and interest on the 2032 Notes is payable semi-annually on January 15 and July 15, beginning January 15, 2024. Each series carries make-whole optional redemption rights before September 15, 2025 (2028 Notes) and September 15, 2026 (2032 Notes), with equity-proceeds redemption options of up to 40% of each series at 106.875% and 107.250% of principal, respectively. The Indentures, dated September 25, 2023 and with Wilmington Trust, National Association as trustee, include covenants limiting sale and leaseback transactions, certain liens, and asset transfers or mergers. Upon a Change of Control Triggering Event, the Company must offer to repurchase the Notes at 101% of principal plus accrued interest, unless it has exercised its right to redeem all Notes. The filing also incorporates the full Indentures by reference as Exhibits 4.1 through 4.4.

Sep 25, 2023 8-K

US Foods Holding 8-K Report, Regulation FD Disclosure (Sep 11, 2023)

On September 11, 2023, US Foods Holding Corp. (NYSE: USFD) announced the pricing of a private offering by its wholly-owned subsidiary, US Foods, Inc., of $1.0 billion of senior unsecured notes. The offering consists of $500 million of 6.875% senior unsecured notes due 2028 and $500 million of 7.250% senior unsecured notes due 2032. Both tranches are priced at 100% of principal amount. The offering is expected to close on September 25, 2023, subject to customary closing conditions. US Foods intends to use the net proceeds, together with cash on hand, to redeem all of its outstanding 6.250% senior secured notes due 2025 and to pay related fees and expenses. The notes and related guarantees are being sold in a private offering exempt from Securities Act registration, limited to qualified institutional buyers under Rule 144A and non-U.S. persons under Regulation S, and have not been registered under the Securities Act. The refinancing replaces secured debt maturing in 2025 with unsecured notes maturing in 2028 and 2032, extending the maturity profile. The filing itself is a Regulation FD disclosure and does not include financial results or other operating metrics. The offering may not be consummated on its proposed terms or at all, and the forward-looking statements cite risks including indebtedness levels, interest rate increases, and cost inflation.

Sep 11, 2023 8-K

US Foods Holding 8-K Report, Regulation FD Disclosure (Sep 11, 2023)

On September 11, 2023, US Foods Holding Corp. (NYSE: USFD) announced the commencement of a private offering by its wholly-owned subsidiary, US Foods, Inc., of $1.0 billion aggregate principal amount of senior unsecured notes, consisting of notes due 2028 and notes due 2032. The offering is subject to market and other conditions, and the company states that no assurance can be given that it will be consummated on its proposed terms or at all. The notes are being offered only to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S, and they have not been registered under the Securities Act. US Foods intends to use the net proceeds, together with cash on hand, to redeem its outstanding 6.250% senior secured notes due 2025 and to pay related fees and expenses. For investors, the filing is primarily a refinancing announcement: it describes replacing the 2025 secured notes with new senior unsecured debt maturing in 2028 and 2032. The filing does not state the interest rates, pricing, or the size of each tranche. The 8-K furnishes the press release as Exhibit 99.1 under Item 7.01 (Regulation FD Disclosure) and includes standard forward-looking statement cautions that reference the company's 2022 Form 10-K and 2023 Forms 10-Q for risk factors, including indebtedness restrictions, cost inflation, and competition.

Sep 11, 2023 8-K

US Foods Holding 8-K Report, Material Agreement (Aug 22, 2023)

US Foods Holding Corp. (USFD) filed a Form 8-K on August 22, 2023 reporting that its subsidiary, US Foods, Inc., entered into an Eleventh Amendment to its term loan credit agreement with a syndicate of lenders. The amendment lowers the interest rate margins on the class of term loans scheduled to mature on November 22, 2028 to 2.50% for borrowings based on Term SOFR and 1.50% for borrowings based on ABR, as defined in the Credit Agreement. The filing also incorporates the new direct financial obligations under the Credit Agreement into the report under Item 2.03, indicating that the amendment affects the company's existing debt obligations rather than creating a new borrowing. Citicorp North America, Inc. serves as Administrative Agent and Collateral Agent, with Citibank, N.A. and the Lenders party thereto also named in the exhibit. For investors, the key takeaway is a reduction in the borrowing cost on this term loan tranche, with the full terms set out in Exhibit 10.1 (the Eleventh Amendment), which is incorporated by reference. The filing does not state the amount of the term loans or the expected savings from the lower margins.

Aug 22, 2023 10-Q

US Foods Holding Quarterly Report for Q3 Ended Jul 1, 2023

US Foods Holding Corp. reported net sales of $9,013 million for the 13 weeks ended July 1, 2023, up $186 million, or 2.1%, from $8,827 million a year earlier, driven primarily by case volume growth (total case volume up 2.7%) and food cost deflation of 0.3%. Gross profit rose $208 million, or 15.0%, to $1,591 million, and operating income increased to $322 million from $150 million. Net income was $182 million versus $70 million in the prior-year quarter. For the 26 weeks, net sales were $17,555 million (up 5.6%), net income was $264 million, and cash flow from operations was $653 million, compared with $259 million a year earlier. Adjusted EBITDA reached $432 million for the quarter, up $64 million, or 17.4%, with margin expanding to 4.8% of net sales from 4.2%. Free cash flow was $327 million for the quarter and $545 million year to date. Management attributed margin gains to case volume growth, cost of goods sold optimization, improved freight income, optimized pricing and a favorable LIFO adjustment, while noting that inflation, supply chain disruptions and labor shortages continue to affect the business. On the balance sheet, total debt stood at $4,751 million as of July 1, 2023, and liquidity was approximately $2.2 billion, including $1,829 million of available capacity under the ABL Facility. During the period the company repurchased $200 million of common stock, converted all remaining Series A Preferred Stock held by KKR into common stock (with KKR relinquishing its board seat), and entered into interest rate caps on $450 million of term loan principal. Subsequent to quarter end, the company completed the acquisition of Renzi Foodservice for $143 million in cash.

Aug 10, 2023 8-K

US Foods Holding 8-K Report, Financial Results (Aug 10, 2023)

US Foods Holding Corp. (NYSE: USFD) reported record second-quarter fiscal 2023 results for the quarter ended July 1, 2023, per a press release furnished as Exhibit 99.1. Net sales were $9.0 billion, up 2.1% from the prior year, driven by total case volume growth of 2.7%, partially offset by food cost deflation of 0.3%. Net income available to common shareholders rose to $182 million, an improvement of $121 million, and Adjusted EBITDA increased 17.4% to $432 million, with Adjusted EBITDA margin expanding 60 basis points to 4.8%. Gross profit grew 15.0% to $1.6 billion, helped by a $15 million LIFO benefit versus a $65 million LIFO expense a year earlier. For the first six months of fiscal 2023, net income available to common shareholders was $257 million and Adjusted EBITDA was $769 million, up 26.3%. Operating cash flow for the six months was $653 million, compared with $259 million in the prior-year period. Net Debt was $4.4 billion at quarter-end, a Net Debt to Adjusted EBITDA ratio of 3.0x, down from 3.5x at fiscal year-end 2022. The company repurchased $166 million of shares, including $150 million tied to the Series A Preferred Stock conversion, and prepaid $60 million of debt. Management raised its fiscal 2023 Adjusted EBITDA guidance to $1.51-$1.54 billion from $1.45-$1.51 billion, and narrowed Adjusted Diluted EPS guidance to $2.55-$2.65 from $2.45-$2.65. Interest expense guidance is $320-$325 million, and the company expects Net Debt to Adjusted EBITDA below 3.0x by year-end.

Aug 10, 2023 8-K

US Foods Holding 8-K Report, Material Agreement (Jun 2, 2023)

US Foods Inc., a subsidiary of US Foods Holding Corp. (USFD), entered into the Tenth Amendment to its Amended and Restated Term Loan Credit Agreement, dated as of June 27, 2016, on June 1, 2023. The amendment, with Citicorp North America, Inc. as administrative agent and collateral agent, replaces the LIBOR-based interest rate option with an interest rate option based on Term SOFR. To implement the transition, the amendment adds a credit spread adjustment of 0.11448% per annum for a one-month Term SOFR interest period, 0.26161% per annum for three months, and 0.42826% per annum for six months. Other than the benchmark replacement and related conforming changes, the filing states that the material terms of the Credit Agreement remain unchanged. For investors, the filing is primarily a routine benchmark transition in the company's term loan rather than a change in borrowing capacity, maturity, or other core credit terms. The full text of the Tenth Amendment is filed as Exhibit 10.1 and is incorporated by reference.

Jun 2, 2023