usfd-20260627

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 27, 2026

☐ 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 ☒

216,330,723 shares of the registrant’s common stock were outstanding as of July 31, 2026.

Forward-Looking Statements

This Quarterly Report (“Quarterly Report”) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, statements about future results of operations, growth opportunities, operational improvements, strategies and other statements which are not purely historical facts or that necessarily depend upon future events. 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). These statements are not guarantees of future performance or results and are subject to risks, uncertainties and other important factors, many of which are beyond our control, that could cause actual results to differ materially from those expressed in the forward-looking statements, including, among others:


• Changes in consumer eating habits, including economic factors affecting consumer confidence and discretionary spending and impact of advancements in pharmaceutical therapies, which may reduce the consumption of food prepared away from home;
• cost inflation/deflation and commodity volatility, including increases in fuel costs;
• geopolitical developments and supply chain disruptions;
• 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 and achieve the expected benefits from cost savings initiatives;
• the impact of climate change or related regulatory or market measures;
• the impact of governmental regulations related to our operations, including product safety;
• product recalls and product liability claims;
• our reputation in the industry;
• labor relations, increased labor costs and continued access to qualified labor;
• the level of interest rates and availability of indebtedness and restrictions under agreements governing our indebtedness;
• disruption of existing technologies and implementation of new technologies, including artificial intelligence;
• cybersecurity incidents and other technology disruptions;
• effective execution of the Company’s growth strategy, including our ability to identify suitable acquisition targets, consummate acquisitions on favorable terms and successfully integrate acquired businesses;
• 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; and
• the timing and scope of future repurchases by US Foods of its common stock.

More information on these risks and other potential factors that could affect the Company’s business, reputation, results of operations, financial condition, and stock price is set forth in Item 1A of Part I, “Risk Factors,” and Item 7 of Part II, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of our Annual Report on Form 10-K for the fiscal year ended December 27, 2025 filed February 12, 2026, as may be updated in the Company’s subsequent filings with the Securities and Exchange Commission. All forward-looking statements included in this Quarterly Report are based on information available to us on the date hereof. For these statements, the Company claims the protection of the safe harbor for forward-looking statements in the Private Securities Litigation Reform Act. Accordingly, you are cautioned not to place undue reliance on these forward-looking statements. Except to the extent required by law, the Company does not undertake, and expressly disclaims, any duty or obligation to update publicly any forward-looking statement.


	TABLE OF CONTENTS
		Page No.
Part I. Financial Information
Item 1.	Financial Statements (Unaudited)
	Consolidated Balance Sheets as of June 2 7 , 2026 and December 27, 2025	1
	Consolidated Statements of Comprehensive Income for the 13 and 26 weeks ended June 2 7 , 2026 and June 2 8 , 2025	2
	Consolidated Statements of Shareholders’ Equity for the 13 and 26 weeks ended June 2 7 , 2026 and June 2 8 , 2025	3
	Consolidated Statements of Cash Flows for the 26 weeks ended June 2 7 , 2026 and June 2 8 , 2025	4
	Notes to Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	24
Item 4.	Controls and Procedures	25

Part II. Other Information
Item 1.	Legal Proceedings	26
Item 1A.	Risk Factors	26
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	26
Item 3.	Defaults Upon Senior Securities	26
Item 4.	Mine Safety Disclosures	26
Item 5.	Other Information	26
Item 6.	Exhibits	27

Signatures		28

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements


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

	June 27, 2026		December 27, 2025
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	56	$	41
Accounts receivable, less allowances of $32 and $30, respectively	2,228		2,026
Vendor receivables, less allowances of $8 and $7, respectively	251		173
Inventories—net	1,703		1,711
Prepaid expenses	174		153

Other current assets	35		60
Total current assets	4,447		4,164
Property and equipment—net	2,713		2,681
Goodwill	5,796		5,794
Other intangibles—net	753		781
Other assets	627		523

Total assets	$	14,336	$	13,943
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Cash overdraft liability	$	168	$	168
Accounts payable	2,794		2,447
Accrued expenses and other current liabilities	799		839
Current portion of long-term debt	150		137

Total current liabilities	3,911		3,591
Long-term debt	5,087		5,063
Deferred tax liabilities	439		426
Other long-term liabilities	620		556

Total liabilities	10,057		9,636
Commitments and contingencies (Note 14)
Shareholders’ equity:
Common stock, $0.01 par value—600 shares authorized; 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	3		3
Additional paid-in capital	3,857		3,777
Retained earnings	3,070		2,679
Accumulated other comprehensive income	48		48
Treasury Stock, 41.9 and 36.1 shares, respectively	(2,699)		(2,200)
Total shareholders’ equity	4,279		4,307
Total liabilities and shareholders' equity	$	14,336	$	13,943

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 27, 2026		June 28, 2025		June 27, 2026		June 28, 2025
Net sales	$	10,532	$	10,082	$	20,142	$	19,433
Cost of goods sold	8,613		8,305		16,570		16,042
Gross profit	1,919		1,777		3,572		3,391
Operating expenses:
Distribution, selling and administrative costs	1,477		1,403		2,906		2,788
Restructuring activity and asset impairment charges	(1)		2		7		7
Total operating expenses	1,476		1,405		2,913		2,795
Operating income	443		372		659		596
Other income—net	(3)		(2)		(4)		(3)
Interest expense—net	77		74		152		151

Income before income taxes	369		300		511		448
Income tax provision	94		76		120		109
Net income	275		224		391		339
Other comprehensive income—net of tax:


Comprehensive income	$	275	$	224	$	391	$	339
Net income	$	275	$	224	$	391	$	339



Net income per share
Basic (Note 11)	$	1.26	$	0.97	$	1.78	$	1.47
Diluted (Note 11)	$	1.24	$	0.96	$	1.76	$	1.45
Weighted-average common shares outstanding
Basic (Note 11)	219		230		220		230
Diluted (Note 11)	221		233		222		234

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 27, 2025	256.6	$	3	$	3,777	$	2,679	36.1	$	(2,200)	$	48	$	4,307
Share-based compensation expense	—	—		22		—		—	—		—		22
Proceeds from employee share purchase plan	—	—		7		—		—	—		—		7
Vested restricted stock units, net	1.0	—		—		—		—	—		—		—
Exercise of stock options	0.3	—		7		—		—	—		—		7
Tax withholding payments for net share-settled equity awards	—	—		(51)		—		—	—		—		(51)

Common stock repurchased	—	—		50		—		1.4	(125)		—		(75)
Excise tax on common stock repurchases	—	—		—		—		—	—		—		—
Net income	—	—		—		116		—	—		—		116
BALANCE—March 28, 2026	257.9	$	3	$	3,812	$	2,795	37.5	$	(2,325)	$	48	$	4,333
Share-based compensation expense	—	—		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 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
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).


US FOODS HOLDING CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(In millions)	26 weeks ended
	June 27, 2026		June 28, 2025
Cash flows from operating activities:
Net income	$	391	$	339
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	237		227




Deferred tax provision	13		15
Share-based compensation expense	54