usfd-20250628

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 28, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File No. 001-37786

US FOODS HOLDING CORP.

(Exact name of registrant as specified in its charter)

Delaware

26-0347906

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification Number)

9399 W. Higgins Road, Suite 100

Rosemont, IL 60018

(847) 720-8000

(Address, including Zip Code, and telephone number, including area code, of registrant’s principal executive offices)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01 per share

USFD

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

225,171,616 shares of the registrant’s common stock were outstanding as of August 1, 2025.

Forward-Looking Statements

Statements in this Quarterly Report (“Quarterly Report”) which are not historical in nature are “forward-looking statements” within the meaning of the federal securities laws. These statements often include words such as “believe,” “expect,” “project,” “anticipate,” “intend,” “plan,” “outlook,” “estimate,” “target,” “seek,” “will,” “may,” “would,” “should,” “could,” “forecast,” “mission,” “strive,” “more,” “goal,” or similar expressions (although not all forward-looking statements may contain such words) and are based upon various assumptions and our experience in the industry, as well as historical trends, current conditions, and expected future developments. However, you should understand that these statements are not guarantees of performance or results, and there are a number of risks, uncertainties, and other important factors that could cause our actual results to differ materially from those expressed in the forward-looking statements, including, among others:


• Economic factors affecting consumer confidence and discretionary spending and reducing the consumption of food prepared away from home;
• competition;
• reliance on third-party suppliers and interruption of product supply or increases in product costs;
• changes in our relationships with customers and group purchasing organizations;
• our ability to increase or maintain the highest margin portions of our business;
• achievement of expected benefits from cost savings initiatives;
• fluctuations in fuel costs;
• changes in consumer eating habits;
• cost and pricing structures;
• the impact of climate change or measures implemented to address climate change;
• impairment charges for goodwill, indefinite-lived intangible assets or other long-lived assets;
• changes to or failure to comply with applicable governmental regulations;
• product recalls and product liability claims;
• our reputation in the industry;
• labor relations and increased labor costs and continued access to qualified and diverse labor;
• our level of indebtedness and restrictions under agreements governing our indebtedness;
• interest rate increases;
• disruption of existing technologies and implementation of new technologies;
• cybersecurity incidents and other technology disruptions;
• risks associated with intellectual property, including potential infringement;
• effective integration of acquired businesses;
• the impact of activist shareholders;
• changes in tax laws and regulations and resolution of tax disputes;
• limitations related to our governing documents;
• risks to the health and safety of our associates and others;
• adverse judgments or settlements resulting from litigation;
• extreme weather conditions, natural disasters and other catastrophic events, including pandemics and the rapid spread of contagious illnesses; and
• management of retirement benefits and pension obligations.

For a detailed discussion of these and other risks, uncertainties and factors, see Part I, Item 1A— “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 28, 2024 filed February 13, 2025.

In light of these risks, uncertainties, and other important factors, the forward-looking statements in this Quarterly Report might not prove to be accurate, and you should not place undue reliance on them. All forward-looking statements attributable to us, or others acting on our behalf, are expressly qualified in their entirety by the cautionary statements above and contained elsewhere in this Quarterly Report. All of these statements speak only as of the date made, and we undertake no obligation to publicly update or revise any forward-looking statements, whether because of new information, future events or otherwise, except as required by law.

Comparisons of results between current and prior periods are not intended to express any future trends, or indications of future performance, unless expressed as such, and should be viewed only as historical data.


	TABLE OF CONTENTS
		Page No.
Part I. Financial Information
Item 1.	Financial Statements (Unaudited)
	Consolidated Balance Sheets as of June 28 , 2025 and December 28, 2024	1
	Consolidated Statements of Comprehensive Income for the 13 weeks and 26 weeks ended June 2 8 , 2025 and June 2 9 , 2024	2
	Consolidated Statements of Shareholders’ Equity for the 13 weeks and 26 weeks ended June 2 8 , 2025 and June 29 , 2024	3
	Consolidated Statements of Cash Flows for the 26 weeks ended June 28 , 2025 and June 29 , 2024	4
	Notes to Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	26
Item 4.	Controls and Procedures	26

Part II. Other Information
Item 1.	Legal Proceedings	28
Item 1A.	Risk Factors	28
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	28
Item 3.	Defaults Upon Senior Securities	28
Item 4.	Mine Safety Disclosures	28
Item 5.	Other Information	28
Item 6.	Exhibits	29

Signatures		30

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements


US FOODS HOLDING CORP.
CONSOLIDATED BALANCE SHEETS
(In millions, except par value)

	June 28, 2025		December 28, 2024
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	61	$	59
Accounts receivable, less allowances of $29 and $24	2,104		1,957
Vendor receivables, less allowances of $8 and $7	241		167
Inventories—net	1,574		1,626
Prepaid expenses	154		146
Assets held for sale	—		8
Other current assets	21		11
Total current assets	4,155		3,974
Property and equipment—net	2,562		2,398
Goodwill	5,767		5,766
Other intangibles—net	814		836
Other assets	492		429
Noncurrent assets held for sale	—		33
Total assets	$	13,790	$	13,436
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Cash overdraft liability	$	181	$	216
Accounts payable	2,529		2,231
Accrued expenses and other current liabilities	731		732
Current portion of long-term debt	118		109
Liabilities held for sale	—		8
Total current liabilities	3,559		3,296
Long-term debt	4,713		4,819
Deferred tax liabilities	354		335
Other long-term liabilities	538		447
Noncurrent liabilities held for sale	—		11
Total liabilities	9,164		8,908
Commitments and contingencies (Note 14)
Shareholders’ equity:
Common stock, $0.01 par value—600 shares authorized; 256.2 issued and 228.5 outstanding as of June 28, 2025, and 254.7 issued and 230.5 outstanding as of December 28, 2024	3		3
Additional paid-in capital	3,780		3,748
Retained earnings	2,342		2,003
Accumulated other comprehensive income	43		43
Treasury Stock, 27.7 and 24.2 shares, respectively	(1,542)		(1,269)
Total shareholders’ equity	4,626		4,528
Total liabilities and shareholders' equity	$	13,790	$	13,436

See Notes to Consolidated Financial Statements (Unaudited).


US FOODS HOLDING CORP.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)
(In millions, except per share data)

	13 weeks ended				26 weeks ended
	June 28, 2025		June 29, 2024		June 28, 2025		June 29, 2024
Net sales	$	10,082	$	9,709	$	19,433	$	18,658
Cost of goods sold	8,305		8,003		16,042		15,457
Gross profit	1,777		1,706		3,391		3,201
Operating expenses:
Distribution, selling and administrative costs	1,403		1,354		2,788		2,671
Restructuring activity and asset impairment charges	2		(1)		7		12
Total operating expenses	1,405		1,353		2,795		2,683
Operating income	372		353		596		518
Other (income) expense—net	(2)		3		(3)		2
Interest expense—net	74		81		151		160

Income before income taxes	300		269		448		356
Income tax provision	76		71		109		76
Net income	224		198		339		280
Other comprehensive income—net of tax:
Changes in retirement benefit obligations	—		1		—		3

Comprehensive income	$	224	$	199	$	339	$	283
Net income	$	224	$	198	$	339	$	280



Net income per share
Basic (Note 10)	$	0.97	$	0.81	$	1.47	$	1.14
Diluted (Note 10)	$	0.96	$	0.80	$	1.45	$	1.13
Weighted-average common shares outstanding
Basic (Note 10)	230		246		230		245
Diluted (Note 10)	233		248		234		248

See Notes to Consolidated Financial Statements (Unaudited).


US FOODS HOLDING CORP.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (Unaudited)
(In millions)
	Common Stock			Additional Paid-In Capital		Retained Earnings		Treasury Stock			Accumulated Other Comprehensive Income		Total Shareholders’ Equity
	Shares	Amount						Shares	Amount
BALANCE—December 28, 2024	254.7	$	3	$	3,748	$	2,003	24.2	$	(1,269)	$	43	$	4,528
Share-based compensation expense	—	—		22		—		—	—		—		22
Proceeds from employee share purchase plan	0.1	—		6		—		—	—		—		6
Vested restricted stock units, net	1.0	—		—		—		—	—		—		—
Exercise of stock options	—	—		1		—		—	—		—		1
Tax withholding payments for net share-settled equity awards	—	—		(33)		—		—	—		—		(33)




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

Net income	—	—		—		115		—	—		—		115
BALANCE—March 29, 2025	255.8	$	3	$	3,744	$	2,118	24.5	$	(1,292)	$	43	$	4,616
Share-based compensation expense	—	—		23		—		—	—		—		23
Proceeds from employee share purchase plan	0.1	—		10		—		—	—		—		10
Vested restricted stock units, net	0.1	—		—		—		—	—		—		—
Exercise of stock options	0.2	—		4		—		—	—		—		4
Tax withholding payments for net share-settled equity awards	—	—		(1)		—		—	—		—		(1)




Common stock repurchased	—	—		—		—		3.2	(250)		—		(250)
Net income	—	—		—		224		—	—		—		224
BALANCE—June 28, 2025	256.2	$	3	$	3,780	$	2,342	27.7	$	(1,542)	$	43	$	4,626





	Common Stock			Additional Paid-In Capital		Retained Earnings		Treasury Stock			Accumulated Other Comprehensive Loss		Total Shareholders’ Equity
	Shares	Amount						Shares	Amount
BALANCE—December 30, 2023	252.9	$	3	$	3,663	$	1,509	7.8	$	(311)	$	(115)	$	4,749
Share-based compensation expense	—	—		15		—		—	—		—		15
Proceeds from employee share purchase plan	0.1

SEC Form 10-Q filed by US Foods Holding Corp.