# US Foods Holding Corp.: Form 10-Q for the period ended Jul 2, 2022

- Company: [US Foods Holding Corp.](/companies/usfd.md) (CIK 1665918)
- Form: 10-Q
- Filed: 2022-08-11
- Accepted by EDGAR: Aug 11, 2022, 16:27 ET
- Period: 2022-07-02
- Accession: 0001665918-22-000183
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1665918/000166591822000183/usfd-20220702.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1665918/000166591822000183/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2022-07-02.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2022-04-03 to 2022-07-02 | $8.83bn | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Revenue | 6 months, 2022-01-02 to 2022-07-02 | $16.63bn | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Cost of revenue | 3 months, 2022-04-03 to 2022-07-02 | $7.44bn | us-gaap:CostOfGoodsAndServicesSold |
| Cost of revenue | 6 months, 2022-01-02 to 2022-07-02 | $14.05bn | us-gaap:CostOfGoodsAndServicesSold |
| Gross profit | 3 months, 2022-04-03 to 2022-07-02 | $1.38bn | us-gaap:GrossProfit |
| Gross profit | 6 months, 2022-01-02 to 2022-07-02 | $2.58bn | us-gaap:GrossProfit |
| Selling, general and administrative | 3 months, 2022-04-03 to 2022-07-02 | $1.23bn | us-gaap:SellingGeneralAndAdministrativeExpense |
| Selling, general and administrative | 6 months, 2022-01-02 to 2022-07-02 | $2.39bn | us-gaap:SellingGeneralAndAdministrativeExpense |
| Operating income | 3 months, 2022-04-03 to 2022-07-02 | $150.0m | us-gaap:OperatingIncomeLoss |
| Operating income | 6 months, 2022-01-02 to 2022-07-02 | $184.0m | us-gaap:OperatingIncomeLoss |
| Interest expense | 3 months, 2022-04-03 to 2022-07-02 | $60.0m | us-gaap:InterestExpense |
| Interest expense | 6 months, 2022-01-02 to 2022-07-02 | $115.0m | us-gaap:InterestExpense |
| Income tax | 3 months, 2022-04-03 to 2022-07-02 | $25.0m | us-gaap:IncomeTaxExpenseBenefit |
| Income tax | 6 months, 2022-01-02 to 2022-07-02 | $17.0m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2022-04-03 to 2022-07-02 | $70.0m | us-gaap:NetIncomeLoss |
| Net income | 6 months, 2022-01-02 to 2022-07-02 | $63.0m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2022-04-03 to 2022-07-02 | $0.27 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 6 months, 2022-01-02 to 2022-07-02 | $0.20 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2022-04-03 to 2022-07-02 | $0.27 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 6 months, 2022-01-02 to 2022-07-02 | $0.20 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2022-04-03 to 2022-07-02 | 226,000,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 6 months, 2022-01-02 to 2022-07-02 | 226,000,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 6 months, 2022-01-02 to 2022-07-02 | $259.0m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 6 months, 2022-01-02 to 2022-07-02 | $143.0m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Cash and equivalents | at 2022-07-02 | $197.0m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2022-07-02 | $4.12bn | us-gaap:AssetsCurrent |
| Total assets | at 2022-07-02 | $13.03bn | us-gaap:Assets |
| Current liabilities | at 2022-07-02 | $3.02bn | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2022-07-02 | $8.70bn | us-gaap:Liabilities |
| Shareholders' equity | at 2022-07-02 | $3.80bn | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 37,124 characters.

### (Dollar amounts in tables presented in millions, unless otherwise noted)

The following discussion and analysis should be read together with the accompanying unaudited consolidated financial statements and the notes thereto included in this Quarterly Report and the audited consolidated financial statements and the notes thereto in the 2021 Annual Report. The following discussion and analysis contain certain financial measures that are not required by, or presented in accordance with GAAP. We believe these non-GAAP measures provide meaningful supplemental information about our operating performance and liquidity. Information regarding reconciliations of and the rationale for these measures is discussed under “Non-GAAP Reconciliations” below. Results of operations for the 13 weeks and 26 weeks ended July 2, 2022 are compared to the 13 weeks and 26 weeks ended July 3, 2021, unless specifically noted otherwise.

### Overview

At US Foods, we strive to inspire and empower chefs and foodservice operators to bring great food experiences to consumers. This mission is supported by our strategy of *GREAT FOOD. MADE EASY.™*, which is centered on providing customers with the innovative products, business support and technology solutions they need to operate their businesses profitably. We operate as one business with standardized business processes, shared systems infrastructure, and an organizational model that optimizes national scale with local execution, allowing us to manage our business as a single operating segment. We have centralized activities where scale matters and our local field structure focuses on customer-facing activities.

We supply approximately 250,000 customer locations nationwide. These customer locations include independently owned single and multi-unit restaurants, regional restaurant chains, national restaurant chains, hospitals, nursing homes, hotels and motels, country clubs, government and military organizations, colleges and universities, and retail locations. We provide more than 400,000 fresh, frozen, and dry food stock-keeping units, or SKUs, as well as non-food items, sourced from approximately 6,000 suppliers. Approximately 4,000 sales associates manage customer relationships at local, regional, and national levels. Our sales associates are supported by sophisticated marketing and category management capabilities, as well as a sales support team that includes world-class chefs and restaurant operations consultants, new business development managers and others that help us provide more comprehensive service to our customers. Our extensive network of 70 distribution facilities and fleet of approximately 6,500 trucks, along with 82 cash and carry locations, allow us to operate efficiently and provide high levels of customer service. This operating model allows us to leverage our nationwide scale and footprint while executing locally.

Our operations, our industry and the U.S. economy continue to be impacted by higher than normal inflation, supply chain disruptions, labor shortages, and the COVID-19 pandemic. These factors also influence the buying patterns of our customers and potentially impact consumer confidence and spending. We continue to actively monitor these risks to our business. Net sales increased, primarily due to continued inflation, while total case volumes were essentially flat during the 13 weeks ended July 2, 2022 and were up approximately 1.7% for the 26 weeks ended July 2, 2022 as compared to the prior year periods. We are unable to predict the extent these factors will continue to impact our results of operations.

### Operating Metrics

Case growth, by customer type (e.g., independent restaurants) is reported as of a point in time. Customers periodically are reclassified, based on changes in size or other characteristics, and when those changes occur, the respective customer’s historical volume follows its new classification.

### Highlights

For the 13 weeks and 26 weeks ended July 2, 2022, compared to the same period a year ago, total case volume decreased 0.4% and increased 1.7% respectively, and independent restaurant case volume increased 0.3% and 4.3%, respectively. Net sales increased $1,164 million, or 15.2%, and $2,667 million, or 19.1% for the 13 weeks and 26 weeks ended July 2, 2022, driven by food cost inflation of approximately 15.0% and 16.1% for the 13 weeks and 26 weeks ended July 2, 2022, respectively.

Gross profit increased $214 million, or 18.3%, to $1,383 million for the 13 weeks ended July 2, 2022, and increased $406 million or 18.7% to $2,578 million for the 26 weeks ended July 2, 2022 primarily as a result of optimized pricing, increased freight income from improved inbound logistics, cost of goods sold optimization, and food cost inflation in multiple product categories. Gross profit was negatively impacted in all periods presented by LIFO expense which was $65 million and $137 million for the 13 weeks and 26 weeks ended July 2, 2022, respectively, and $97 million and $118 million for the 13 weeks and 26 weeks ended July 3, 2021, respectively. As a percentage of Net sales, gross profit was 15.7% for the 13 weeks ended July 2, 2022, compared to 15.3% for the prior year period and was 15.5% for the 26 weeks ended July 2, 2022, compared to 15.6% for the prior year period.

Total operating expenses increased $188 million, or 18.0%, to $1,233 million for the 13 weeks ended July 2, 2022, and increased $374 million, or 18.5%, to $2,394 million for the 26 weeks ended July 2, 2022. The increase was primarily due to higher distribution costs, largely due to higher labor costs as a result of increased turnover and higher than normal wage inflation. These increases were partially offset by cost savings initiatives outlined in our long-range plan including: (1) routing improvements that expanded from a pilot to enterprise-wide implementation, (2) continued deployment of new warehouse selection technology that is expected to be completed in the fiscal third quarter of 2022, and (3) the rollout of new warehouse process enhancements tested in 2021. As a percentage of Net sales, operating expenses were 14.0% for the 13 weeks ended July 2, 2022, compared to 13.6% for the prior year period and was 14.4% for the 26 weeks ended July 2, 2022, compared to 14.5% for the prior year period.

### Results of Operations

The following table presents selected historical results of operations for the periods indicated:

| Consolidated Statements of Operations Data: | 13 Weeks Ended July 2, 2022 | July 3, 2021 | 26 Weeks Ended July 2, 2022 | July 3, 2021 |
| --- | ---: | ---: | ---: | ---: |
| Net sales | $8,827 | $7,663 | $16,625 | $13,958 |
| Cost of goods sold | 7,444 | 6,494 | 14,047 | 11,786 |
| Gross profit | 1,383 | 1,169 | 2,578 | 2,172 |
| Operating expenses: |  |  |  |  |
| Distribution, selling and administrative costs | 1,233 | 1,044 | 2,394 | 2,016 |
| Restructuring costs and asset impairment charges | — | 1 | — | 4 |
| Total operating expenses | 1,233 | 1,045 | 2,394 | 2,020 |
| Operating income | 150 | 124 | 184 | 152 |
| Other income—net | (5) | (6) | (11) | (13) |
| Interest expense—net | 60 | 54 | 115 | 108 |
| Loss on extinguishment of debt | — | — | — | 23 |
| Income before income taxes | 95 | 76 | 80 | 34 |
| Income tax provision | 25 | 21 | 17 | 3 |
| Net income | 70 | 55 | 63 | 31 |
| Series A Preferred Stock Dividends (see Note 13) | (9) | (9) | (18) | (24) |
| Net income available to common shareholders | $61 | $46 | $45 | $7 |
| **Percentage of Net Sales:** |  |  |  |  |
| Gross profit | 15.7% | 15.3% | 15.5% | 15.6% |
| Operating expenses | 14.0% | 13.6% | 14.4% | 14.5% |
| Operating income | 1.7% | 1.6% | 1.1% | 1.1% |
| Net income | 0.8% | 0.7% | 0.4% | 0.2% |
| Adjusted EBITDA(1) | 4.2% | 4.3% | 3.7% | 3.6% |
| **Other Data:** |  |  |  |  |
| Cash flows—operating activities | $101 | $74 | $259 | $250 |
| Cash flows—investing activities | (70) | (55) | (140) | (101) |
| Cash flows—financing activities | (24) | (232) | (70) | (279) |
| Capital expenditures | 71 | 61 | 143 | 107 |
| EBITDA(1) | 247 | 224 | 376 | 337 |
| Adjusted EBITDA(1) | 368 | 332 | 609 | 504 |
| Adjusted net income(1) | 169 | 146 | 249 | 173 |
| Free cash flow(2) | 30 | 13 | 116 | 143 |

(1) EBITDA is defined as net income, plus interest expense—net, income tax provision, and depreciation and amortization. Adjusted EBITDA is defined as EBITDA adjusted for: (1) restructuring costs and asset impairment charges; (2) share-based compensation expense; (3) the non-cash impact of LIFO reserve adjustments; (4) loss on extinguishment of debt; (5) business transformation costs; and (6) other gains, losses, or costs as specified in the agreements governing our indebtedness. Adjusted net income is defined as net income excluding the items used to calculate Adjusted EBITDA listed above and further adjusted for the tax effect of the exclusions and discrete tax items. EBITDA, Adjusted EBITDA, and Adjusted net income as presented are supplemental measures of our performance that are not required by, or presented in accordance with, GAAP. They are not measurements of our performance under GAAP and should not be considered as alternatives to net income or any other performance measures derived in accordance with GAAP. For additional information, see the discussion under the caption “Non-GAAP Reconciliations” below.

(2) Free cash flow is defined as cash flows provided by operating activities less cash capital expenditures. Free cash flow as presented is a supplemental measure of our liquidity that is not required by, or presented in accordance with, GAAP. It is not a measure of our liquidity under GAAP and should not be considered as an alternative to cash flows provided by operating activities or any other liquidity measures derived in accordance with GAAP. For additional information, see the discussion under the caption “Non-GAAP Reconciliations” below.

### Non-GAAP Reconciliations

We provide EBITDA, Adjusted EBITDA, Adjusted net income and Free cash flow as supplemental measures to GAAP financial measures regarding our operating performance and liquidity. These non-GAAP financial measures, as defined above, exclude the impact of certain items and, therefore, have not been calculated in accordance with GAAP.

We believe EBITDA and Adjusted EBITDA provide meaningful supplemental information about our operating performance because they exclude amounts that we do not consider part of our core operating results when assessing our performance.

We believe that Adjusted net income is a useful measure of operating performance for both management and investors because it excludes items that are not reflective of our core operating performance and provides an additional view of our operating performance including depreciation, interest expense and income taxes on a consistent basis from period to period. We believe that Adjusted net income may be used by investors, analysts and other interested parties to facilitate period-over-period comparisons and provides additional clarity as to how factors and trends impact our operating performance.

Management uses these non-GAAP financial measures (1) to evaluate our historical and prospective financial performance as well as our performance relative to our competitors as they assist in highlighting trends, (2) to set internal sales targets and spending budgets, (3) to measure operational profitability and the accuracy of forecasting, (4) to assess financial discipline over operational expenditures, and (5) as an important factor in determining variable compensation for management and employees. EBITDA and Adjusted EBITDA are also used in connection with certain covenants and activity restrictions under the agreements governing our indebtedness. We also believe these and similar non-GAAP financial measures are frequently used by securities analysts, investors, and other interested parties to evaluate companies in our industry. EBITDA, Adjusted EBITDA and Adjusted net income are not measurements of our performance under GAAP and should not be considered as alternatives to net income or any other performance measures derived in accordance with GAAP.

We use Free cash flow as a supplemental measure to GAAP financial measures regarding the liquidity of our operations. We measure Free cash flow as cash flows provided by operating activities less cash capital expenditures. We believe that Free cash flow is a useful financial metric to assess our ability to pursue business opportunities and investments. Free cash flow is not a measure of our liquidity under GAAP and should not be considered as an alternative to cash flows provided by operating activities or any other liquidity measures derived in accordance with GAAP.

We caution readers that amounts presented in accordance with our definitions of EBITDA, Adjusted EBITDA, Adjusted net income, and Free cash flow may not be the same as similar measures used by other companies. Not all companies and analysts calculate EBITDA, Adjusted EBITDA, Adjusted net income or Free cash flow in the same manner. We compensate for these limitations by using these non-GAAP financial measures as supplements to GAAP financial measures and by presenting the reconciliations of the non-GAAP financial measures to their most comparable GAAP financial measures.

The following table reconciles EBITDA, Adjusted EBITDA, Adjusted net income and Free cash flow to the most directly comparable GAAP financial performance and liquidity measures for the periods indicated:

|  | 13 Weeks Ended July 2, 2022 | July 3, 2021 | 26 Weeks Ended July 2, 2022 | July 3, 2021 |
| --- | ---: | ---: | ---: | ---: |
| **Net income available to common shareholders** | $61 | $46 | $45 | $7 |
| Series A Preferred Stock Dividends (see Note 13) | (9) | (9) | (18) | (24) |
| **Net income** | 70 | 55 | 63 | 31 |
| Interest expense—net | 60 | 54 | 115 | 108 |
| Income tax provision | 25 | 21 | 17 | 3 |
| Depreciation expense | 81 | 81 | 159 | 163 |
| Amortization expense | 11 | 13 | 22 | 32 |
| **EBITDA** | 247 | 224 | 376 | 337 |
| Adjustments: |  |  |  |  |
| Restructuring costs and asset impairment charges(1) | — | 1 | — | 4 |
| Share-based compensation expense(2) | 9 | 13 | 21 | 23 |
| LIFO reserve adjustment(3) | 65 | 97 | 137 | 118 |
| Loss on extinguishment of debt(4) | — | — | — | 23 |
| Business transformation costs(5) | 15 | 5 | 29 | 14 |
| COVID-19 bad debt benefit(6) | — | — | — | (15) |
| COVID-19 other related expenses(7) | 2 | 1 | 2 | 1 |
| Business acquisition and integration related costs and other(8) | 30 | (9) | 44 | (1) |
| **Adjusted EBITDA** | 368 | 332 | 609 | 504 |
| Depreciation expense | (81) | (81) | (159) | (163) |
| Interest expense—net | (60) | (54) | (115) | (108) |
| Income tax provision, as adjusted(9) | (58) | (51) | (86) | (60) |
| **Adjusted net income** | $169 | $146 | $249 | $173 |
| **Cash flow** |  |  |  |  |
| Cash flows from operating activities | $101 | $74 | $259 | $250 |
| Capital expenditures | (71) | (61) | (143) | (107) |
| Free cash flow | $30 | $13 | $116 | $143 |

(1) Consists primarily of non-CEO severance and related costs, organizational realignment costs and asset impairment charges.

(2) Share-based compensation expense for expected vesting of stock awards and employee stock purchase plan.

(3) Represents the non-cash impact of LIFO reserve adjustments.

(4) Includes early redemption premium and the write-off of certain pre-existing debt issuance costs.

(5) Consists primarily of costs related to significant process and systems redesign across multiple functions.

(6) Includes the changes in the reserve for doubtful accounts expense reflecting the collection risk associated with our customer base as a result of the COVID-19 pandemic.

(7) Includes COVID-19 related costs that we are permitted to addback for purposes of calculating Adjusted EBITDA under certain agreements governing our indebtedness.

(8) Includes: (i) aggregate acquisition and integration related costs of $6 million for both the 13 weeks ended July 2, 2022 and July 3, 2021, and $12 million for both the 26 weeks ended July 2, 2022 and July 3, 2021; (ii) contested proxy and related legal and consulting costs of $14 million for the 13 weeks ended July 2, 2022, and $21 million for the 26 weeks ended July 2, 2022; (iii) CEO severance of $5 million for the 13 and 26 weeks ended July 2, 2022; (iv) a favorable legal settlement recovery of $13 million for the 13 and 26 weeks ended July 3, 2021; and (v) other gains, losses or costs that we are permitted to addback for purposes of calculating Adjusted EBITDA under certain agreements governing our indebtedness.

(9) Represents our income tax provision adjusted for the tax effect of pre-tax items excluded from Adjusted net income and the removal of applicable discrete tax items. Applicable discrete tax items include changes in tax laws or rates, changes related to prior year unrecognized tax benefits, discrete changes in valuation allowances, and excess tax benefits associated with share-based compensation. The tax effect of pre-tax items excluded from Adjusted net income is computed using a statutory tax rate after taking into account the impact of permanent differences and valuation allowances.

A reconciliation between the GAAP income tax provision and the income tax provision, as adjusted, is as follows:

|  | 13 Weeks Ended July 2, 2022 | July 3, 2021 | 26 Weeks Ended July 2, 2022 | July 3, 2021 |
| --- | ---: | ---: | ---: | ---: |
| GAAP income tax provision | $25 | $21 | $17 | $3 |
| Tax impact of pre-tax income adjustments | 32 | 30 | 64 | 51 |
| Discrete tax items | 1 | — | 5 | 6 |
| Income tax provision, as adjusted | $58 | $51 | $86 | $60 |

### Comparison of Results

### 13 Weeks Ended July 2, 2022 and July 3, 2021

### Highlights

- Net income improved $15 million to $70 million in 2022.
- Adjusted EBITDA increased $36 million, or 10.8%, to $368 million in 2022. As a percentage of Net sales, Adjusted EBITDA was 4.2% in 2022, compared to 4.3% in 2021.
- Net sales increased $1,164 million, or 15.2%, to $8,827 million in 2022.
- Total case volume decreased 0.4% and independent restaurant case volume increased 0.3%.
- Operating income increased $26 million, or 21.0%, to $150 million in 2022.

### Net Sales

Net sales increased $1,164 million, or 15.2%, to $8,827 million in 2022 driven by food cost inflation of 15.0%. Total case volume decreased 0.4%, and independent restaurant case volume grew 0.3%. Year-over-year total case growth for the second quarter was also negatively impacted roughly 375 basis points by the mid-2021 exit of the lower margin grocery retail business we temporarily added during the pandemic and the strategic exit of a small number of lower margin chain restaurant and education customers. The year-over-year increase in inflation, which was seen in multiple product categories including poultry, dairy, and grocery, benefited Net sales since a significant portion of our Net sales is based on a pre-established markup over product cost. Sales of private brands represented approximately 34% of Net sales in both 2022 and 2021.

### Gross Profit

Gross profit increased $214 million, or 18.3%, to $1,383 million in 2022 primarily as a result of optimized pricing, increased freight income from improved inbound logistics, cost of goods sold optimization, and food cost inflation in multiple product categories, partially offset by an unfavorable year-over-year LIFO adjustment. Our LIFO method of inventory costing resulted in an expense of $65 million in 2022 compared to expense of $97 million in 2021 due to inflation in multiple product categories including poultry, dairy, and grocery. Gross profit as a percentage of Net sales was 15.7% in 2022, compared to 15.3% in 2021, due to the aforementioned factors.

### Operating Expenses

Operating expenses, comprised of distribution, selling and administrative and restructuring costs and asset impairment charges, increased $188 million, or 18.0%, to $1,233 million in 2022. Operating expenses as a percentage of Net sales were 14.0% in 2022, compared to 13.6% in 2021. The increase in operating expenses was primarily due to higher distribution costs, largely due to higher labor costs as a result of increased turnover and higher than normal wage inflation, as well as a contested proxy and related legal and consulting costs and CEO severance costs. The increase was partially offset by cost savings initiatives outlined in our long-range plan including: (1) routing improvements that expanded from a pilot to enterprise-wide implementation, (2) continued deployment of new warehouse selection technology that is expected to be completed in the fiscal third quarter of 2022, and (3) the rollout of new warehouse process enhancements tested in 2021.

### Operating Income

Our operating income was $150 million in 2022, compared to operating income of $124 million in 2021. The increase in operating income was due to the factors discussed in the relevant sections above.

### Other Income—Net

Other income—net includes components of net periodic pension benefit credits, exclusive of the service cost component associated with our defined benefit and other postretirement plans. We recognized other income—net of $5 million and $6 million in 2022 and 2021, respectively.

### Interest Expense—Net

Interest expense—net increased $6 million to $60 million in 2022 primarily due to an increase in interest rates, partially offset by lower outstanding debt in 2022 compared to 2021.

### Income Taxes

For the 13 weeks ended July 2, 2022, our effective income tax rate of 26% differed from the 21% federal corporate income tax rate primarily as a result of state income taxes and the recognition of various discrete tax items. These discrete tax items included a tax benefit of $1 million primarily related to excess tax benefits associated with share-based compensation. For the 13 weeks ended July 3, 2021, our effective income tax rate of 28% differed from the 21% federal corporate income tax rate primarily as a result of state income taxes.

### Net Income

Our net income was $70 million in 2022, compared to net income of $55 million in 2021. The improvement in net income was due to the relevant factors discussed above.

### 26 Weeks Ended July 2, 2022 and July 3, 2021

### Highlights

- Net income was $63 million in 2022, compared to net income of $31 million in 2021.
- Adjusted EBITDA increased $105 million, or 20.8%, to $609 million in 2022. As a percentage of Net sales, Adjusted EBITDA was 3.7% in 2022, compared to 3.6% in 2021.
- Net sales increased $2,667 million, or 19.1%, to $16,625 million in 2022.
- Total case volume increased 1.7% and independent restaurant case volume increased 4.3%
- Operating income was $184 million in 2022, compared to operating income of $152 million in 2021.

### Net Sales

Net sales increased $2,667 million, or 19.1%, to $16,625 million in 2022, comprised of a $239 million, or 1.7%, increase in case volume and a $2,428 million, or 17.4%, increase in the overall Net sales rate per case. The increase in Net sales rate per case primarily reflects a year-over-year average inflation increase of 16.1%. The year-over-year increase in inflation, which was seen in multiple product categories including diary, poultry, and grocery benefited Net sales since a significant portion of our Net sales is based on a pre-established markup over product cost.

Total case volume increased 1.7% in 2022 with independent restaurant case volume growth of 4.3%. The increase in case volume was primarily driven by increased leisure and business travel and increased restaurant traffic. Year-over-year total case growth for the first six months of 2022 was also negatively impacted roughly 425 basis points by the mid-2021 exit of the lower margin grocery retail business we temporarily added during the pandemic and the strategic exit of a small number of lower margin chain restaurant and education customers. Sales of private brands represented approximately 34% and 33% of Net sales in 2022 and 2021, respectively.

### Gross Profit

Gross profit increased $406 million, or 18.7%, to $2,578 million in 2022 primarily as a result of an increase in total case volume, optimized pricing and increased freight income from improved inbound logistics, and food cost inflation in multiple product categories. These increases in gross profit were partially offset by unfavorable year-over-year LIFO adjustments. Our LIFO method of inventory costing resulted in an expense of $137 million in 2022 compared to expense of $118 million in 2021 due to inflation in multiple product categories including diary, poultry, and grocery. Gross profit as a percentage of Net sales was 15.5% in 2022, compared to 15.6% in 2021.

### Operating Expenses

Operating expenses, comprised of distribution, selling and administrative and restructuring costs and asset impairment costs, increased $374 million or 18.5%, to $2,394 million in 2022. Operating expenses as a percentage of Net sales were 14.4% in 2022, compared to 14.5% in 2021. The increase in operating expenses was primarily due to greater volume and higher distribution costs, largely due to higher labor costs as a result of increased turnover and higher than normal wage inflation, as well as contested proxy and related legal and consulting costs and CEO severance. The increase was partially offset by cost savings initiatives outlined in our long-range plan including: (1) routing improvements that expanded from a pilot to enterprise-wide implementation, (2) continued deployment of new warehouse selection technology that is expected to be completed in the fiscal third quarter of 2022, and (3) the rollout of new warehouse process enhancements tested in 2021.

### Operating Income

Our operating income was $184 million in 2022, compared to operating income of $152 million in 2021. The increase in operating income was due to the factors discussed in the relevant sections above.

### Other Income—Net

Other income—net includes components of net periodic pension benefit credits, exclusive of the service cost component associated with our defined benefit and other postretirement plans. We recognized other income—net of $11 million and $13 million in 2022 and 2021, respectively.

### Interest Expense—Net

Interest expense—net increased $7 million to $115 million in 2022 primarily due to an increase in interest rates, partially offset by lower outstanding debt in 2022 compared to 2021.

### Income Taxes

For the 26 weeks ended July 2, 2022, our effective income tax rate of 21% is equivalent to the 21% federal corporate income tax rate primarily as a result of state income taxes and the recognition of various discrete tax items. These discrete tax items included a tax benefit of $5 million primarily related to excess tax benefits associated with share-based compensation. For the 26 weeks ended July 3, 2021, our effective income tax rate of 9% differed from the 21% federal corporate income tax rate primarily as a result of state income taxes.

### Net Income

Our net income was $63 million in 2022, compared to net income of $31 million in 2021. The improvement in net income was due to the relevant factors discussed above.

### Liquidity and Capital Resources

Our ongoing operations and strategic objectives require working capital and continuing capital investment. Our primary sources of liquidity include cash provided by operations, as well as access to capital from bank borrowings and other types of debt and financing arrangements. As of July 2, 2022, the Company had approximately $1.9 billion in cash and available liquidity.

### Indebtedness

The aggregate outstanding balance of our indebtedness was $5,020 million, net of $49 million of unamortized deferred financing costs, as of July 2, 2022.

We had no outstanding borrowings and had issued letters of credit totaling $248 million under the ABL Facility as of July 2, 2022. There was remaining capacity of $1,742 million under the ABL Facility as of July 2, 2022.

The 2019 Incremental Term Loan Facility had an outstanding balance of $1,437 million, net of $22 million of unamortized deferred financing costs, as of July 2, 2022.

The 2021 Incremental Term Loan Facility had an outstanding balance of $889 million, net of $6 million of unamortized deferred financing costs, as of July 2, 2022.

The Secured Senior Notes due 2025 had an outstanding balance of $992 million, net of $8 million of unamortized deferred financing costs, as of July 2, 2022.

As of July 2, 2022, the Unsecured Senior Notes due 2029 had an outstanding balance of $892 million, net of $8 million of unamortized deferred financing costs.

As of July 2, 2022, the Unsecured Senior Notes due 2030 had an outstanding balance of $495 million, net of $5 million of unamortized deferred financing costs.

We also had $307 million of obligations under financing leases for transportation equipment and building leases as of July 2, 2022.

The ABL Facility will mature in 2024. The 2019 Incremental Term Loan Facility and the 2021 Incremental Term Loan Facility will mature in 2026 and 2028, respectively. The Secured Senior Notes due 2025 will mature in 2025. The Unsecured Senior Notes due 2029 and the Unsecured Senior Notes due 2030 will mature in 2029 and 2030, respectively.

The agreements governing our indebtedness contain customary covenants. These include, among other things, covenants that restrict our ability to incur certain additional indebtedness, create or permit liens on our assets, pay dividends, or engage in mergers or consolidations. USF had approximately $1.5 billion of restricted payment capacity under these covenants and approximately $2.8 billion of its net assets were restricted after taking into consideration the net deferred tax assets and intercompany balances that eliminate in consolidation as of July 2, 2022.

We believe that the combination of cash generated from operations, together with borrowing capacity under the agreements governing our indebtedness and other financing arrangements, will be adequate to permit us to meet our debt service obligations, ongoing costs of operations, working capital needs, and capital expenditure requirements for the next 12 months.

Every quarter, we review rating agency changes for all of the lenders that have a continuing obligation to provide us with funding. We are not aware of any facts that indicate our lenders will not be able to comply with the contractual terms of their agreements with us. We continue to monitor the credit markets generally and the strength of our lender counterparties.

From time to time, we may repurchase or otherwise retire our debt and take other steps to reduce our debt or otherwise improve our leverage. These actions may include open market repurchases, negotiated repurchases, and other retirements of outstanding debt. The amount of debt that may be repurchased or otherwise retired, if any, will depend on market conditions, our debt trading levels, our cash position, and other considerations. Any potential debt reduction or other debt retirement could require significant use of our other available liquidity and capital resources.

See Note 9, Debt, in our consolidated financial statements, for a further description of our indebtedness.

### Cash Flows

The following table presents condensed highlights from our Consolidated Statements of Cash Flows for the periods presented:

|  | 26 Weeks Ended July 2, 2022 | July 3, 2021 |
| --- | ---: | ---: |
| Net income | $63 | $31 |
| Changes in operating assets and liabilities | (17) | (22) |
| Other adjustments | 213 | 241 |
| Net cash provided by operating activities | 259 | 250 |
| Net cash used in investing activities | (140) | (101) |
| Net cash used in financing activities | (70) | (279) |
| Net increase (decrease) in cash, and cash equivalents and restricted cash | 49 | (130) |
| Cash, cash equivalents and restricted cash—beginning of period | 148 | 829 |
| Cash, cash equivalents and restricted cash—end of period | $197 | $699 |

### Operating Activities

Cash flows provided by operating activities was $259 million for the 26 weeks ended July 2, 2022, representing an increase of $9 million as compared to cash flows provided by operating activities of $250 million for the 26 weeks ended July 3, 2021 driven by higher net income, partially offset by lower depreciation and amortization for the 26 weeks ended July 2, 2022.

### Investing Activities

Cash flows used in investing activities in the 26 weeks ended July 2, 2022 and July 3, 2021 included cash expenditures of $143 million and $107 million, respectively, on investments in information technology, new construction and expansion of certain existing distribution facilities, and property and equipment for fleet replacement.

We expect total cash capital expenditures in fiscal year 2022 to be between $280 million and $300 million, exclusive of approximately $110 million of capital expenditures under our fleet financing leases. We expect to fund our capital expenditures with available cash or cash generated from operations and through fleet financing.

### Financing Activities

Cash flows used by financing activities in the 26 weeks ended July 2, 2022 included $55 million of scheduled payments under our Term Loan Facilities and financing leases, $18 million of dividends on our Series A Preferred Stock and no net payments under the ABL Facility. Financing activities in the 26 weeks ended July 2, 2022 also included $12 million of proceeds received from stock purchases under our employee stock purchase plan and $7 million of proceeds from the exercise of employee stock options, which were offset by $16 million of employee tax withholdings paid in connection with the vesting of stock awards.

Cash flows used by financing activities for the 26 weeks ended July 3, 2021 included aggregate borrowings of $900 million under the Unsecured Senior Notes due 2029. We used the proceeds from the issuance of the Unsecured Senior Notes due 2029, together with cash on hand, to redeem all of the then outstanding 5.875% unsecured senior notes due 2024 and repay all of the then outstanding borrowings under the incremental senior secured term loan facility borrowed in April 2020. Financing activities for the 26 weeks ended July 3, 2021 also included $10 million of proceeds received from stock purchases under our employee stock purchase plan and $12 million of proceeds from the exercise of employee stock options, which were offset by $13 million of employee tax withholdings paid in connection with the vesting of stock awards.

### Other Obligations and Commitments

There have been no material changes in the Company’s cash obligations and commitments since the end of fiscal year 2021. Refer to Item 7 of our 2021 Annual Report for additional information regarding the Company’s cash obligations and commitments as of the end of fiscal year 2021.

### Retirement Plans

See Note 11, Retirement Plans, in our consolidated financial statements for a description of our retirement plans.

### Off-Balance Sheet Arrangements

We had $248 million of letters of credit outstanding primarily in favor of certain commercial insurers to secure obligations with respect to our insurance programs, under the ABL Facility as of July 2, 2022.

Except as disclosed above, we have no off-balance sheet arrangements that currently have or are reasonably likely to have a material effect on our consolidated financial condition, changes in financial condition, results of operations, liquidity, capital expenditures or capital resources.

### Critical Accounting Policies and Estimates

We have prepared the financial information in this Quarterly Report in accordance with GAAP. Preparing the Company’s consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during these reporting periods. We base our estimates and judgments on historical experience and other factors we believe are reasonable under the circumstances. These assumptions form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Part II, Item 7—“Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the 2021 Annual Report includes a summary of the critical accounting policies we believe are the most important to aid in understanding our financial results. There have been no changes to those critical accounting policies that have had a material impact on our reported amounts of assets, liabilities, revenue, or expenses during the 26 weeks ended July 2, 2022.

### Recent Accounting Pronouncements

For a discussion of recent accounting pronouncements, see Note 2, Recent Accounting Pronouncements, in our consolidated financial statements.

## Market risk

As filed, 3,868 characters.

We are exposed to certain risks arising from both our business operations and overall economic conditions. Our market risks include interest rate risk and fuel price risk. We do not enter into derivatives or other financial instruments for trading or speculative purposes.

### Interest Rate Risk

Our debt exposes us to risk of fluctuations in interest rates. Floating rate debt, where the interest rate fluctuates periodically, exposes us to short-term changes in market interest rates. Fixed rate debt, where the interest rate is fixed over the life of the instrument, exposes us to changes in market interest rates reflected in the fair value of the debt and to the risk that we may need to refinance maturing debt with new debt at higher rates. We manage our debt portfolio to achieve an overall desired position of fixed and floating rates and may employ interest rate swaps as a tool to achieve that position. We have in the past entered into interest rate swap agreements to limit our exposure to variable interest rate terms, the most recent of which expired on July 31, 2021. We may, in the future, again enter into interest rate swaps, the risks of which include changes in the interest rates affecting the fair value of such instruments, potential increases in interest expense due to market increases in floating interest rates and the creditworthiness of the counterparties.

Approximately 46% of the principal amount of our debt bore interest at floating rates based on LIBOR or ABR, as of July 2, 2022. A hypothetical 1% change in the applicable rate would cause the interest expense on our floating rate debt to change by approximately $24 million per year (see Note 9, Debt, in our consolidated financial statements). On March 5, 2021, the ICE Benchmark Authority (“ICE”), the administrator of LIBOR, announced that it will cease publication of U.S. dollar LIBOR tenors as of June 30, 2023, for the most common tenors (overnight and one, three, six and twelve months). ICE ceased publication of U.S. dollar LIBOR tenors for less common tenors (one week and two months) as well as all tenors of non-U.S. dollar LIBOR as of December 31, 2021. We are unable to predict the impact of using alternative reference rates and corresponding rate risk as of this time.

### Fuel Price Risk

We are also exposed to risk due to fluctuations in the price and availability of diesel fuel. We require significant quantities of diesel fuel for our vehicle fleet, and the price and supply of diesel fuel are unpredictable and fluctuate based on events outside our control, including geopolitical developments, supply and demand for oil and gas, regional production patterns, weather conditions and environmental concerns. Increases in the cost of diesel fuel can negatively affect consumer confidence and discretionary spending and increase the prices we pay for products, and the costs we incur to deliver products to our customers.

Fuel costs related to outbound deliveries approximated $125 million during the fiscal year ended January 1, 2022. Our activities to minimize fuel cost risk include route optimization, improving fleet utilization and assessing fuel surcharges. We typically directly offset approximately 40% of the increases in fuel costs through fuel surcharges to customers. We also enter into forward purchase commitments for a portion of our projected diesel fuel requirements. As of July 2, 2022, we had diesel fuel forward purchase commitments totaling $34 million, which lock approximately 15% of our projected diesel fuel purchase needs through November 2023. Using current published market price projections for diesel and estimated fuel consumption needs, a hypothetical 10% unfavorable change in diesel prices from the market price could result in approximately $26 million in additional fuel cost on uncommitted volumes through November 2023.

## Controls and procedures

As filed, 1,795 characters.

### Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is processed, recorded, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that this information is accumulated and communicated to Company management, including our Interim Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

As required by Exchange Act Rule 13a-15(b), we carried out an evaluation, under the supervision and with the participation of management, including our Interim Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report. Based on this evaluation, our Interim Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of July 2, 2022.

### Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the fiscal quarter ended July 2, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

## Risk factors

As filed, 233 characters.

There have been no material changes to the principal risks that we believe are material to our business, results of operations, and financial condition from those disclosed in Part I, Item 1A—“Risk Factors” of the 2021 Annual Report.

Filed Aug 11, 2022.
Source: SEC EDGAR, the filing index for accession 0001665918-22-000183. Last ingested by Listed: Nov 14, 2026, 12:55 ET. No prices; not investment advice.