10-Q

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 September 28, 2019

OR

☐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 ☒

219,421,457 shares of the registrant's common stock were outstanding as of October 31, 2019.

Forward-Looking Statements

Statements in this Quarterly Report on Form 10-Q (this “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 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:

•    cost inflation/deflation and commodity volatility;

•    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;

•    ability to increase or maintain sales to independent restaurants;

•    effective integration of acquired businesses;

•    achievement of expected benefits from cost savings initiatives;

•    increases in fuel costs;

•    economic factors affecting consumer confidence and discretionary spending;

•    changes in consumer eating habits;

•    reputation in the industry;

•    labor relations and costs and continued access to qualified and diverse labor;

•    cost and pricing structures;

•    changes in tax laws and regulations and resolution of tax disputes;

•    environmental, health and safety and other government regulation;

•    product liability claims;

•    adverse judgments or settlements resulting from litigation;

•    disruption of existing technologies and implementation of new technologies;

•    cybersecurity incidents and other technology disruptions;

•    management of retirement benefits and pension obligations;

•    extreme weather conditions, natural disasters and other catastrophic events;

•    risks associated with intellectual property, including potential infringement;

•    indebtedness and restrictions under agreements governing indebtedness;

•    interest rate increases; and

•    factors relating to ownership of our common stock.

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 29, 2018 (the “2018 Annual Report”).

All forward-looking statements contained in this Quarterly Report speak only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statements.

Comparisons of results between current and prior periods are not intended to express any future trends, or indications of future performance, 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 September 28, 2019 and December 29, 2018	1
	Consolidated Statements of Comprehensive Income for the 13 weeks and 39 weeks ended September 28, 2019 and September 29, 2018	2
	Consolidated Statements of Shareholders' Equity for the 13 weeks and 39 weeks ended September 28, 2019 and September 29, 2018	3
	Consolidated Statements of Cash Flows for the 39 weeks ended September 28, 2019 and September 29, 2018	5
	Notes to Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	31
Item 4.	Controls and Procedures	32
Part II. Other Information
Item 1.	Legal Proceedings	33
Item 1A.	Risk Factors	33
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	33
Item 3.	Defaults Upon Senior Securities	33
Item 4.	Mine Safety Disclosures	33
Item 5.	Other Information	33
Item 6.	Exhibits	34
Signatures		35

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

US FOODS HOLDING CORP.
CONSOLIDATED BALANCE SHEETS
(In millions, except par value)
	September 28, 2019			December 29, 2018
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	90		$	104
Accounts receivable, less allowances of $30 and $29	1,548			1,347
Vendor receivables, less allowances of $5 and $3	199			106
Inventories—net	1,468			1,279
Prepaid expenses	101			106
Assets held for sale	1			7
Assets of discontinued operations	142			—
Other current assets	11			30
Total current assets	3,560			2,979
Property and equipment—net	2,029			1,842
Goodwill	4,728			3,967
Other intangibles—net	983			324
Deferred tax assets	—			7
Other assets	226			67
Total assets	$	11,526		$	9,186
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Cash overdraft liability	$	227		$	157
Accounts payable	1,645			1,359
Accrued expenses and other current liabilities	511			454
Liabilities of discontinued operations	27			—
Current portion of long-term debt	136			106
Total current liabilities	2,546			2,076
Long-term debt	4,788			3,351
Deferred tax liabilities	294			298
Other long-term liabilities	341			232
Total liabilities	7,969			5,957
Commitments and contingencies (Note 19)
Shareholders’ equity:
Common stock, $0.01 par value—600 shares authorized; 219 and 217 issued and outstanding as of September 28, 2019 and December 29, 2018, respectively	2			2
Additional paid-in capital	2,825			2,780
Retained earnings	824			531
Accumulated other comprehensive loss	(94		)	(84		)
Total shareholders’ equity	3,557			3,229
Total liabilities and shareholders' equity	$	11,526		$	9,186

See Notes to Consolidated Financial Statements (Unaudited).

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US FOODS HOLDING CORP.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)
(In millions, except per share data)*
	13 Weeks Ended						39 Weeks Ended
	September 28, 2019			September 29, 2018			September 28, 2019			September 29, 2018
Net sales	$	6,531		$	6,153		$	19,005		$	18,134
Cost of goods sold	5,375			5,045			15,655			14,920
Gross profit	1,156			1,108			3,350			3,214
Operating expenses:
Distribution, selling and administrative costs	968			929			2,837			2,725
Restructuring costs	—			—			—			1
Total operating expenses	968			929			2,837			2,726
Operating income	188			179			513			488
Other expense (income)—net	1			(3		)	(3		)	(9		)
Interest expense—net	43			42			127			133
Income before income taxes	144			140			389			364
Income tax provision	39			26			97			57
Income from continuing operations	105			114			292			307
Income from discontinued operations—net of tax	1			—			1			—
Net income	106			114			293			307
Other comprehensive income—net of tax:
Changes in retirement benefit obligations	3			—			5			26
Unrecognized (loss) gain on interest rate swaps	(1		)	2			(15		)	14
Comprehensive income	$	108		$	116		$	283		$	347
Net income per share—basic:
Continuing operations	$	0.48		$	0.53		$	1.33		$	1.42
Discontinued operations	0.01			—			0.01			—
Net income per share	$	0.49		$	0.53		$	1.34		$	1.42
Net income per share—diluted:
Continuing operations	$	0.47		$	0.52		$	1.33		$	1.41
Discontinued operations	0.01			—			0.01			—
Net income per share	$	0.48		$	0.52		$	1.34		$	1.41
Weighted-average common shares outstanding
Basic	218			217			218			216
Diluted	220			218			219			218

(*) Prior year amounts may have been rounded to conform with the current year presentation.

See Notes to Consolidated Financial Statements (Unaudited).

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US FOODS HOLDING CORP.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (Unaudited)
(In millions)
	Number of Common Shares	Common Shares at Par Value		Additional Paid-In Capital			Retained Earnings		Accumulated Other Comprehensive Loss			Total Shareholders' Equity
BALANCE—December 29, 2018	217	$	2	$	2,780		$	531	$	(84	)	$	3,229
Share-based compensation expense	—	—		6			—		—			6
Proceeds from employee stock purchase plan	—	—		5			—		—			5
Exercise of stock options	1	—		6			—		—			6
Tax withholding payments for net share-settled equity awards	—	—		(2		)	—		—			(2		)
Changes in retirement benefit obligations, net of income tax	—	—		—			—		1			1
Unrecognized loss on interest rate swaps, net of income tax	—	—		—			—		(6		)	(6		)
Net income	—	—		—			71		—			71
BALANCE—March 30, 2019	218	2		2,795			602		(89		)	3,310
Share-based compensation expense	—	—		9			—		—			9
Proceeds from employee stock purchase plan	—	—		5			—		—			5
Exercise of stock options	1	—		5			—		—			5
Tax withholding payments for net share-settled equity awards	—	—		(3		)	—		—			(3		)
Changes in retirement benefit obligations, net of income tax	—	—		—			—		1			1
Unrecognized loss on interest rate swaps, net of income tax	—	—		—			—		(8		)	(8		)
Net income	—	—		—			116		—			116
BALANCE—June 29, 2019	219	2		2,811			718		(96		)	3,435
Share-based compensation expense	—	—		7			—		—			7
Proceeds from employee stock purchase plan	—	—		5			—		—			5
Exercise of stock options	—	—		2			—		—			2
Changes in retirement benefit obligations, net of income tax	—	—		—			—		3			3
Unrecognized loss on interest rate swaps, net of income tax	—	—		—			—		(1		)	(1		)
Net income	—	—		—			106		—			106
BALANCE—September 28, 2019	219	$	2	$	2,825		$	824	$	(94	)	$	3,557

See Notes to Consolidated Financial Statements (Unaudited).

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US FOODS HOLDING CORP.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (Unaudited)
(In millions)*
	Number of Common Shares	Common Shares at Par Value		Additional Paid-In Capital			Retained Earnings		Accumulated Other Comprehensive Loss			Total Shareholders' Equity
BALANCE—December 30, 2017	215	$	2	$	2,720		$	124	$	(95	)	$	2,751
Share-based compensation expense	—	—		7			—		—			7
Proceeds from employee stock purchase plan	—	—		4			—		—			4
Exercise of stock options	1	—		7			—		—			7
Changes in retirement benefit obligations, net of income tax	—	—		—			—		1			1
Unrecognized gain on interest rate swaps, net of income tax	—	—		—			—		9			9
Net income	—	—		—			67		—			67
BALANCE—March 31, 2018	216	2		2,738			191		(85		)	2,846
Share-based compensation expense	—	—		10			—		—			10
Proceeds from employee stock purchase plan	—	—		6			—		—			6
Exercise of stock options	1	—		9			—		—			9
Tax withholding payments for net share-settled equity awards	—	—		(5		)	—		—			(5		)
Changes in retirement benefit obligations, net of income tax	—	—		—			—		25			25
Unrecognized gain on interest rate swaps, net of income tax	—	—		—			—		3			3
Net income	—	—		—			126		—			126
BALANCE—June 30, 2018	217	2		2,758			317		(57		)	3,020
Share-based compensation expense	—	—		3			—		—			3
Proceeds from employee stock purchase plan	—	—		5			—		—			5
Exercise of stock options	—	—		3			—		—			3
Tax withholding payments for net share-settled equity awards	—	—		(1		)	—		—			(1		)
Unrecognized gain on interest rate swaps, net of income tax	—	—		—			—		2			2
Net income	—	—		—			114		—			114
BALANCE—September 29, 2018	217	$	2	$	2,768		$	431	$	(55	)	$	3,146

(*) Prior year amounts may have been rounded to conform with the current year presentation.

See Notes to Consolidated Financial Statements (Unaudited).

4

US FOODS HOLDING CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(In millions)*
	39 Weeks Ended
	September 28, 2019			September 29, 2018
Cash flows from operating activities:
Net income	$	293		$	307
Adjustments to reconcile net income to net cash provided by operating activities:
Income from discontinued operations, net of tax	(1		)	—
Depreciation and amortization	260			250
Gain on disposal of property and equipment—net	(1		)	(1		)
Amortization of deferred financing costs	3			6
Deferred tax provision	7			50
Share-based compensation expense	22			20
Provision for doubtful accounts	14			13
Changes in operating assets and liabilities:
Increase in receivables	(162		)	(174		)
Increase in inventories—net	(22		)	(93		)
Decrease (increase) in prepaid expenses and other assets	14			(28		)
Increase in accounts payable and cash overdraft liability	160			264
Decrease in accrued expenses and other liabilities	(29		)	(170		)
Net cash provided by operating activities of continuing operations	558			444
Net cash provided by operating activities of discontinued operations	1			—
Net cash provided by operating activities	559			444
Cash flows from investing activities:
Acquisition of business—net of cash	(1,829		)	—
Proceeds from sales of property and equipment	9			3
Purchases of property and equipment	(157		)	(168		)
Net cash used in investing activities	(1,977		)	(165		)
Cash flows from financing activities:
Proceeds from debt borrowings	5,084			2,987
Principal payments on debt and financing leases	(3,654		)	(3,321		)
Contingent consideration paid for business acquisitions	—			(2		)
Payment for debt financing costs and fees	(42		)	(1		)
Proceeds from employee stock purchase plan	15			15
Proceeds from exercise of stock options	13			18
Tax withholding payments for net share-settled equity awards	(5		)	(6		)
Net cash provided by (used in) financing activities	1,411			(310		)
Net decrease in cash, cash equivalents and restricted cash	(7		)	(31		)
Cash, cash equivalents and restricted cash—beginning of period	105			119
Cash, cash equivalents and restricted cash—end of period	$	98		$	88
Supplemental disclosures of cash flow information:
Interest paid—net of amounts capitalized	$	112		$	118
Income taxes paid—net	116			65
Property and equipment purchases included in accounts payable	21			16
Leased assets obtained in exchange for financing lease liabilities	77			82
Leased assets obtained in exchange for operating lease liabilities	11			—
Cashless exercise of stock options	1			1

(*) Prior year amounts may have been rounded to conform with the current year presentation.

See Notes to Consolidated Financial Statements (Unaudited).

5

US FOODS HOLDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(Amounts in tables in millions, except per share data, unless otherwise noted)

1. OVERVIEW AND BASIS OF PRESENTATION

US Foods Holding Corp., a Delaware corporation, and its consolidated subsidiaries are referred to in these consolidated financial statements and notes as “we,” “our,” “us,” the “Company,” or “US Foods.” US Foods Holding Corp. conducts all of its operations through its wholly owned subsidiary US Foods, Inc. (“USF”) and its subsidiaries. All of the Company’s indebtedness, as further described in Note 12, Debt, is a direct obligation of USF and its subsidiaries.

Business Description—The Company, through USF, operates in one business segment in which it markets and distributes fresh, frozen and dry food and non-food products to foodservice customers throughout the United States. These customers include independently owned single and multi-unit restaurants, regional concepts, national restaurant chains, hospitals, nursing homes, hotels and motels, country clubs, government and military organizations, colleges and universities, and retail locations.

Basis of Presentation—The Company operates on a 52 or 53 week fiscal year, with all periods ending on a Saturday. When a 53 week fiscal year occurs, the Company reports the additional week in the fiscal fourth quarter. Fiscal years 2019 and 2018 are both 52 week fiscal years. Fiscal year 2020 will be a 53 week fiscal year.

The consolidated financial statements included in this Quarterly Report have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the applicable rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and disclosures normally included in financial statements and notes prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. The Company believes that the disclosures included in this Quarterly Report are adequate to make the information presented not misleading. These interim consolidated financial statements and notes should be read in conjunction with the audited consolidated financial statements and notes included in the 2018 Annual Report. Prior year amounts may have been rounded to conform with the current year presentation in millions.

The consolidated interim financial statements reflect all adjustments (consisting of normal recurring items, unless otherwise disclosed) necessary for the fair presentation of the financial position, results of operations and cash flows for the interim periods presented. The results of operations for interim periods are not necessarily indicative of the results that might be achieved for the full fiscal year.

2. RECENT ACCOUNTING PRONOUNCEMENTS

Recently Adopted Accounting Pronouncements

In February 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2018-02, Income Statement, Reporting Comprehensive Income (Topic 220), Reclassification of Certain Tax Effects From Accumulated Other Comprehensive Income. This new guidance permits an entity to reclassify the income tax effects of the Tax Cuts and Jobs Act of 2017 (the “Tax Act”) on items within accumulated other comprehensive income to retained earnings. The Company adopted this guidance as of the beginning of fiscal year 2019 and elected not to reclassify the income tax effects of the Tax Act from accumulated other comprehensive income to retained earnings.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which supersedes Accounting Standards Codification (“ASC”) 840, Leases, and has issued subsequent amendments to Topic 842. The Company adopted Topic 842 on December 30, 2018, the effective and initial application date, using the modified retrospective approach. The Company elected from the package of practical expedients permitted under the transition guidance within Topic 842, which, among other things, allowed the Company to carry forward the historical lease classification. Adoption of Topic 842 resulted in the recording of additional net lease assets and lease liabilities of approximately $100 million, as of December 30, 2018. The initial adoption of Topic 842 did not materially impact the Company’s Consolidated Statement of Comprehensive Income and Consolidated Statement of Cash Flows. The Company has revised its relevant policies and procedures, as applicable, to meet the new accounting, reporting and disclosure requirements of Topic 842. See Note 14, Leases.

Recently Issued Accounting Pronouncements

In August 2018, the FASB issued ASU No. 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, which provides new guidance on the accounting for implementation, set-up, and other upfront costs incurred in a hosted cloud computing arrangement. Under the new guidance, entities will apply the same criteria for capitalizing implementation costs as they would for an internal-use software license arrangement. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. This ASU can be adopted prospectively to eligible costs

6

incurred on or after the date of adoption or retrospectively. The Company does not expect the adoption of the guidance under the new standard to materially affect its financial position or results of operations.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which requires entities to use a forward looking, expected loss model to estimate credit losses. It also requires additional disclosure related to credit quality of trade and other receivables, including information related to management’s estimate of credit allowances. ASU 2016-13 was further amended in November 2018 by ASU 2018-19, Codification Improvements to Topic 236, Financial Instrument-Credit Losses. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. The Company does not expect the adoption of the provisions of the new standard to materially affect its financial position or results of operations.    

3. REVENUE RECOGNITION

The Company recognizes revenue when the performance obligation is satisfied, which occurs when a customer obtains control of the promised goods or services. The amount of revenue recognized reflects the consideration which the Company expects to be entitled to receive in exchange for these goods or services. The Company generates substantially all of its revenue from the distribution and sale of food and food-related products and recognizes revenue when title and risk of loss passes and the customer accepts the goods, which occurs at delivery. Customer sales incentives such as volume-based rebates or discounts are treated as a reduction of revenue at the time the revenue is recognized. Sales taxes invoiced to customers and remitted to governmental authorities are excluded from net sales. Shipping and handling costs are treated as fulfillment costs and included in distribution, selling and administrative costs.

At September 28, 2019, the Company did not have any material outstanding performance obligations, contract liabilities or capitalized contract acquisition costs. Customer receivables, which are included in accounts receivable, less allowances in the Company’s Consolidated Balance Sheets, were $1.5 billion and $1.3 billion as of September 28, 2019 and December 29, 2018, respectively.

The Company has certain customer contracts under which incentives are paid upfront to its customers. These payments have become industry practice and are not related to financing any customer’s business, nor are they associated with any distinct good or service to be received from any customer. These incentive payments are capitalized in prepaid expenses and other assets and amortized as a reduction of revenue over the life of the contract or as goods or services are transferred to the customer. The Company’s contract assets for these upfront payments were $31 million and $37 million included in prepaid expenses in the Company’s Consolidated Balance Sheets as of September 28, 2019 and December 29, 2018, respectively, and $38 million and $28 million included in other assets in the Company’s Consolidated Balance Sheets as of September 28, 2019 and December 29, 2018, respectively.

The following table presents the disaggregation of revenue for each of the Company’s principal product categories:

	13 Weeks Ended				39 Weeks Ended
	September 28, 2019		September 29, 2018		September 28, 2019		September 29, 2018
Meats and seafood	$	2,352	$	2,198	$	6,849	$	6,484
Dry grocery products	1,100		1,070		3,254		3,181
Refrigerated and frozen grocery products	1,054		979		3,076		2,896
Dairy	689		646		1,955		1,906
Equipment, disposables and supplies	628		594		1,822		1,722
Beverage products	352		337		1,029		991
Produce	356		329		1,020		954
Net sales	$	6,531	$	6,153	$	19,005	$	18,134

4. BUSINESS ACQUISITIONS

On September 13, 2019, USF completed the $1.8 billion all cash acquisition of five foodservice companies (the “Food Group”) from Services Group of America, Inc.: Food Services of America, Inc., Systems Services of America, Inc., Amerifresh, Inc., Ameristar Meats, Inc. and GAMPAC Express, Inc. The acquisition of the Food Group expands the Company’s network in the West and Northwest parts of the United States.

USF financed the acquisition with borrowings under a new $1.5 billion incremental senior secured term loan facility, as further described in Note 12, Debt, and with borrowings under its revolving credit facilities. The assets, liabilities and results of operations of the Food Group have been included in the Company’s consolidated financial statements since the date the acquisition was completed.

7

As a condition to receiving regulatory clearance for the acquisition from the Federal Trade Commission, USF divested three Food Group distribution facilities (the "Divested Assets"). The total amount of proceeds received from the October 11, 2019 sale of the Divested Assets at closing was $94 million, which, together with approximately $21 million in holdback funds and expected working capital adjustments, approximates the fair value of the Divested Assets. The assets and liabilities of the Divested Assets are included in assets of discontinued operations and liabilities of discontinued operations, respectively, in the Company's Consolidated Balance Sheets. The operating results of the Divested Assets from the date the acquisition was completed through September 28, 2019 are included in income from discontinued operations—net of tax in the Company's Consolidated Statements of Comprehensive Income.

The following table summarizes the preliminary purchase price allocation recognized for the acquisition based on preliminary estimates of the fair value of the assets acquired and the liabilities assumed. The allocation is dependent upon certain valuation and other analyses and studies that have not yet been completed. Accordingly, the preliminary purchase price allocation is subject to further adjustment as additional information becomes available and final valuations are completed. There can be no assurances that these final valuations and additional analyses and studies will not result in significant changes to the preliminary estimates of fair value set forth below.

	Preliminary Purchase Price Allocation
Accounts receivable	$	145
Inventories	166
Assets of discontinued operations	142
Other current assets	7
Property and equipment	200
Goodwill(1)	761
Other intangibles(2)	691
Other assets	47
Accounts payable	(200		)
Accrued expenses and other current liabilities	(61		)
Liabilities of discontinued operations	(27		)
Other long-term liabilities, including financing leases	(42		)
Cash paid for acquisition	$	1,829

(1) Goodwill recognized is primarily attributable to expected synergies from the combined company, as well as intangible assets that do not qualify for separate recognition. The acquired goodwill is deductible for U.S. federal income tax purposes.

(2) Other intangible assets consist of customer relationships of $652 million with estimated useful lives of 15 years and indefinite-lived brand names and trademarks of $39 million.

Net sales and net income for the Food Group (exclusive of the Divested Assets, as the sales and net income of the Divested Assets are reflected in discontinued operations, which have been included in the Company’s Consolidated Statements of Comprehensive Income since the date the acquisition was completed), were $132 million and $1 million, during the 13 weeks and 39 weeks ended September 28, 2019, respectively. Acquisition related costs included in distribution, selling and administrative costs in the Company’s Consolidated Statements of Comprehensive Income were $17 million and $10 million for the 13 weeks ended September 28, 2019 and September 29, 2018, respectively, and $35 million and $10 million for the 39 weeks ended September 28, 2019 and September 29, 2018, respectively.

8

The following table presents the Company’s unaudited pro forma consolidated net sales, net income and earnings per share (“EPS”) for the 13 weeks and 39 weeks ended September 28, 2019 and September 29, 2018, respectively. The unaudited pro forma financial information includes the historical results of operations of the Company and the Food Group, giving effect to the acquisition and related financing as if they had occurred as of December 31, 2017, which was the first day of the Company’s fiscal year 2018.

	13 Weeks Ended				39 Weeks Ended
	September 28, 2019		September 29, 2018		September 28, 2019		September 29, 2018
Pro forma net sales	$	7,195	$	6,907	$	21,086	$	20,265
Pro forma net income	$	123	$	120	$	305	$	294
Pro forma earnings per share:
Basic	$	0.56	$	0.55	$	1.40	$	1.36
Diluted	$	0.56	$	0.55	$	1.39	$	1.35

The unaudited pro forma financial information for all periods presented above excludes the results of operations related to the Divested Assets, as the results of operations related to the Divested Assets are reflected as discontinued operations. Unaudited net sales, net income and EPS related to the Divested Assets for the 13 weeks and 39 weeks ended September 28, 2019 and September 29, 2018, respectively, are as follows:

	13 Weeks Ended				39 Weeks Ended
	September 28, 2019		September 29, 2018		September 28, 2019		September 29, 2018
Pro forma net sales	$	114	$	136	$	372	$	390
Pro forma net income	$	3	$	4	$	6	$	8
Pro forma earnings per share:
Basic	$	0.02	$	0.02	$	0.03	$	0.04
Diluted	$	0.01	$	0.02	$	0.03	$	0.04

The unaudited pro forma financial information above includes adjustments for: (1) incremental depreciation expense related to fair value increases of certain acquired property and equipment, (2) amortization expense related to the fair value of intangible assets acquired, (3) interest expense related to the borrowings under the new incremental senior secured term loan facility and revolving credit facilities used to finance the acquisition, (4) the elimination of acquisition-related costs that were included in the Company’s historical results, and (5) adjustments to the income tax provision based on pro forma results of operations. No effect has been given to potential synergies, operating efficiencies or costs arising from the integration of the Food Group with our previously existing operations. Accordingly, the unaudited pro forma financial information is not necessarily indicative of the operating results that would have been achieved had the pro forma events taken place on the date indicated. Further, the pro forma financial information does not purport to project the Company’s future consolidated results of operations following the acquisition.

5. RESTRICTED CASH

Restricted cash primarily consists of cash on deposit with financial institutions as collateral for certain letters of credit. Cash, cash equivalents and restricted cash as presented in the Company's Consolidated Statements of Cash Flows as of September 28, 2019 and December 29, 2018 consisted of the following:

	September 28, 2019		December 29, 2018
Cash and cash equivalents	$	90	$	104
Restricted cash—included in other assets	8		1
Total cash, cash equivalents and restricted cash	$	98	$	105

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6. INVENTORIES

The Company’s inventories, consisting mainly of food and food-related products, are primarily considered finished goods. Inventory costs include the purchase price of the product, freight costs to deliver it to the Company’s distribution facilities, and depreciation and labor related to processing facilities and equipment, and are net of certain cash or non-cash consideration received from vendors. The Company assesses the need for valuation allowances for slow-moving, excess and obsolete inventories by estimating the net recoverable value of such goods based upon inventory category, inventory age, specifically identified items, and overall economic conditions.

The Company records inventories at the lower of cost or market, using the last-in, first-out (“LIFO”) method. The base year values of beginning and ending inventories are determined using the inventory price index computation method. This links current costs to original costs in the base year when the Company adopted LIFO. As of September 28, 2019 and December 29, 2018, LIFO reserves in the Company’s Consolidated Balance Sheets were $143 million and $130 million, respectively. As a result of changes in LIFO reserves, cost of goods sold increased $1 million and decreased $9 million for the 13 weeks ended September 28, 2019 and September 29, 2018, respectively, and increased $13 million and decreased $1 million for the 39 weeks ended September 28, 2019 and September 29, 2018, respectively.

7. ACCOUNTS RECEIVABLE FINANCING PROGRAM

Under its accounts receivable financing facility (the “ABS Facility”), USF sells, on a revolving basis, eligible receivables to a wholly owned, special purpose, bankruptcy remote subsidiary (the “Receivables Company”). The Receivables Company, in turn, grants a continuing security interest in all of its right, title and interest in the eligible receivables to the administrative agent, for the benefit of the lenders. The Company consolidates the Receivables Company and, consequently, the transfer of the eligible receivables is a transaction internal to the Company and the eligible receivables have not been derecognized from the Company’s Consolidated Balance Sheets. Included in the Company’s accounts receivable balance as of September 28, 2019 and December 29, 2018 was approximately $1.1 billion and $1.0 billion, respectively, of eligible receivables held as collateral in support of the ABS Facility. See Note 12, Debt, for a further description of the ABS Facility.

8. ASSETS HELD FOR SALE

The Company classifies its closed facilities as assets held for sale at the time management commits to a plan to sell the facility, the facility is actively marketed and available for immediate sale, and the sale is expected to be completed within one year. Due to market conditions, certain facilities may be classified as assets held for sale for more than one year while the Company continues to actively market the facilities. The change in assets held for sale for the 39 weeks ended September 28, 2019 was as follows:

Balance as of December 29, 2018	$	7
Assets sold	(6		)
Balance as of September 28, 2019	$	1

During the 39 weeks ended September 28, 2019, two closed distribution facilities and an excess parcel of land were sold for aggregate proceeds of $6 million, which approximated their aggregate carrying values.

9. PROPERTY AND EQUIPMENT

Property and equipment are stated at cost. Depreciation of property and equipment is calculated using the straight-line method over the estimated useful lives of the assets, which range from 3 to 40 years. Property and equipment under financing leases and leasehold improvements are amortized on a straight-line basis over the remaining terms of the related leases or the estimated useful lives of the assets, if reasonably assured the Company will purchase the assets at the end of the lease terms. As of September 28, 2019 and December 29, 2018, property and equipment-net included accumulated depreciation of $2,288 million and $2,117 million, respectively. Depreciation expense was $75 million for both the 13 weeks ended September 28, 2019 and September 29, 2018, and $228 million and $220 million for the 39 weeks ended September 28, 2019 and September 29, 2018, respectively.

10. GOODWILL AND OTHER INTANGIBLES

Goodwill includes the cost of acquired businesses in excess of the fair value of the tangible and other intangible net assets acquired. Other intangible assets include customer relationships, noncompete agreements, the brand names comprising the Company’s portfolio of exclusive brands, and trademarks. Brand names and trademarks are indefinite-lived intangible assets and, accordingly, are not subject to amortization, but are subject to impairment assessments as described below.

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Customer relationships and noncompete agreements are intangible assets with definite lives and are carried at the acquired fair value, less accumulated amortization. Customer relationships and noncompete agreements are amortized over the estimated useful lives (which are 2 to 15 years). Amortization expense was $12 million and $10 million for the 13 weeks ended September 28, 2019 and September 29, 2018, respectively, and $32 million and $30 million for the 39 weeks ended September 28, 2019 and September 29, 2018, respectively.

Goodwill and other intangibles—net consisted of the following:  

	September 28, 2019			December 29, 2018
Goodwill	$	4,728		$	3,967
Other intangibles—net
Customer relationships—amortizable:
Gross carrying amount	$	806		$	154
Accumulated amortization	(116		)	(85		)
Net carrying value	690			69
Noncompete agreements—amortizable:
Gross carrying amount	3			3
Accumulated amortization	(2		)	(1		)
Net carrying value	1			2
Brand names and trademarks—not amortizing	292			253
Total other intangibles—net	$	983		$	324

The increase in goodwill and other intangible assets as of September 28, 2019 is attributable to the Food Group acquisition, as described in Note 4, Business Acquisitions.

The Company assesses goodwill and other intangible assets with indefinite lives for impairment annually, or more frequently if events occur that indicate an asset may be impaired. For goodwill and indefinite-lived intangible assets, the Company’s policy is to assess for impairment as of the beginning of each fiscal third quarter. For intangible assets with definite lives, the Company assesses impairment only if events occur that indicate that the carrying amount of an asset may not be recoverable. The Company completed its most recent annual impairment assessment for goodwill and indefinite-lived intangible assets as of June 30, 2019, the first day of the third quarter of fiscal year 2019, with no impairments noted.

11. FAIR VALUE MEASUREMENTS

The Company follows the accounting standards for fair value, under which fair value is a market-based measurement, not an entity-specific measurement. The Company’s fair value measurements are based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, fair value accounting standards establish a fair value hierarchy which prioritizes the inputs used in measuring fair value as follows:

• Level 1—observable inputs, such as quoted prices in active markets

• Level 2—observable inputs other than those included in Level 1, such as quoted prices for similar assets and liabilities in active or inactive markets that are observable either directly or indirectly, or other inputs that are observable or can be corroborated by observable market data

• Level 3—unobservable inputs for which there is little or no market data, which require the reporting entity to develop its own assumptions

Any transfers of assets or liabilities between Level 1, Level 2, and Level 3 of the fair value hierarchy will be recognized at the end of the reporting period in which the transfer occurs. There were no transfers between fair value levels in any of the periods presented below.

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The Company’s assets and liabilities measured at fair value on a recurring basis as of September 28, 2019 and December 29, 2018, aggregated by the level in the fair value hierarchy within which those measurements fall, were as follows:

	September 28, 2019
	Level 1		Level 2		Level 3		Total
Liabilities
Interest rate swaps	$	—	$	2	$	—	$	2
	December 29, 2018
	Level 1		Level 2		Level 3		Total
Assets
Money market funds	$	1	$	—	$	—	$	1
Interest rate swaps	—		19		—		19
	$	1	$	19	$	—	$	20

There were no significant assets or liabilities in the Company's Consolidated Balance Sheets measured at fair value on a nonrecurring basis. Business acquisitions are recorded at fair value as further described in Note 4, Business Acquisitions.

Recurring Fair Value Measurements

Money Market Funds

Money market funds include highly liquid investments with a maturity of three or fewer months. They are valued using quoted market prices in active markets and are classified under Level 1 within the fair value hierarchy.

Derivative Financial Instruments

The Company uses interest rate swaps, designated as cash flow hedges, to manage its exposure to interest rate movements in connection with its variable-rate Initial Term Loan Facility (as defined in Note 12, Debt).

On August 1, 2017, USF entered into four-year interest rate swap agreements with a notional amount of $1.1 billion, reducing to $825 million in the fourth year. These swaps effectively converted approximately half of the principal amount of the Initial Term Loan Facility from a variable to a fixed rate loan.

On May 31, 2019, an interest rate swap agreement with a notional amount of $367 million was terminated, and the Company received cash proceeds of $1 million, the fair value of the interest rate swap on the termination date. The proceeds were recorded as cash provided by operating activities in the Company's Consolidated Statement of Cash Flows. The $1 million gain from the termination of the interest rate swap agreement remains in accumulated other comprehensive loss and is being amortized to interest expense through July 31, 2021, the remaining term of the original interest rate swap agreement.

After giving effect to the termination of the interest rate swap agreement, the remaining interest rate swap agreements collectively have a notional value of $733 million, reducing to $550 million on July 31, 2020. The Company pays an aggregate effective rate of 3.70% on the notional amount of the Initial Term Loan Facility covered by the interest rate swap agreements, comprised of 1.70% plus a spread of 2.00% (see Note 12, Debt).

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The Company records its interest rate swaps in its Consolidated Balance Sheets at fair value, based on projections of cash flows and future interest rates. The determination of fair value includes the consideration of any credit valuation adjustments necessary, giving consideration to the creditworthiness of the respective counterparties and the Company. The following table presents the balance sheet location and fair value of the interest rate swaps as of September 28, 2019 and December 29, 2018:

		Fair Value
	Balance Sheet Location	September 28, 2019		December 29, 2018
Derivatives designated as hedging instruments
Interest rate swaps	Other current assets	$	—	$	8
Interest rate swaps	Other assets	—		11
	Total assets	—		19
Interest rate swaps	Other long-term liabilities	2		—
	Net position	$	2	$	19

Gains and losses on the interest rate swaps are initially recorded in accumulated other comprehensive loss and reclassified to interest expense during the period in which the hedged transaction affects income. The following table presents the effect of the Company’s interest rate swaps in its Consolidated Statements of Comprehensive Income for the 13 weeks and 39 weeks ended September 28, 2019 and September 29, 2018:

Derivatives in Cash Flow Hedging Relationships	Amount of (Loss) Gain Recognized in Accumulated Other Comprehensive Loss, net of tax			Location of Amounts Reclassified from Accumulated Other Comprehensive Loss	Amount of Gain Reclassified from Accumulated Other Comprehensive Loss to Income, net of tax
For the 13 weeks ended September 28, 2019
Interest rate swaps	$	—		Interest expense—net	$	(1	)
For the 13 weeks ended September 29, 2018
Interest rate swaps	$	2		Interest expense—net	$	(1	)
For the 39 weeks ended September 28, 2019
Interest rate swaps	$	(11	)	Interest expense—net	$	(4	)
For the 39 weeks ended September 29, 2018
Interest rate swaps	$	14		Interest expense—net	$	(1	)

During the next twelve months, the Company estimates that a de minimis amount will be reclassified from accumulated other comprehensive loss to income.

Other Fair Value Measurements

The carrying value of cash, restricted cash, accounts receivable, cash overdraft liability, accounts payable and accrued expenses approximate their fair values due to their short-term maturities.

The fair value of the Company’s total debt approximated its carrying value of $4.9 billion and $3.5 billion as of September 28, 2019 and December 29, 2018, respectively. The fair value of the Company’s 5.88% unsecured Senior Notes due June 15, 2024 (the “Senior Notes”), was $0.6 billion as of both September 28, 2019 and December 29, 2018, based upon the closing market prices of the Senior Notes on both dates, and is classified under Level 2 of the fair value hierarchy. The fair value of the balance of the Company’s debt is primarily classified under Level 3 of the fair value hierarchy, with fair value estimated based upon a combination of the cash outflows expected under these debt facilities, interest rates that are currently available to the Company for debt with similar terms, and estimates of the Company’s overall credit risk.

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12. DEBT

Total debt consisted of the following:

Debt Description	Maturity	Interest Rate as of September 28, 2019	September 28, 2019			December 29, 2018
ABL Facility	May 31, 2024	3.48%	$	138		$	81		(1)
ABS Facility	September 21, 2022	2.98%	215			275			(2)
Initial Term Loan Facility (net of $5 of unamortized deferred financing costs)	June 27, 2023	4.11%	2,129			2,145
Incremental Term Loan Facility (net of $36 of unamortized deferred financing costs)	September 13, 2026	4.04%	1,464			—
Senior Notes (net of $5 of unamortized deferred financing costs)	June 15, 2024	5.88%	595			595
Obligations under financing leases	2019–2026	2.00% - 6.17%	375			352
Other debt	2021–2031	5.75% - 9.00%	8			9
Total debt			4,924			3,457
Current portion of long-term debt			(136		)	(106		)
Long-term debt			$	4,788		$	3,351

(1) Consists of outstanding borrowings under our former asset based senior secured revolving credit facility, which was refinanced with a new facility in May 2019 (as described below).

(2) Consists of outstanding borrowings under the ABS Facility prior to its refinancing in September 2019 (as described below).

At September 28, 2019, after considering interest rate swaps that fixed the interest rate on $733 million of principal of the Initial Term Loan Facility described below, approximately 65% of the Company’s total debt was at a floating rate.

ABL Facility—On May 31, 2019, USF completed a refinancing of its asset based senior secured revolving credit facility with a new asset based senior secured revolving credit facility (the “ABL Facility”). The ABL Facility provides USF with loan commitments having a maximum aggregate principal amount of $1,700 million, comprised of (1) $1,400 million of commitments effective as of May 31, 2019 and (2) $300 million of commitments that may become effective, at USF's election, at any time on or prior to November 30, 2019. The ABL Facility includes subfacilities for the issuance of up to $800 million of letters of credit and up to $170 million of swing line loans. Extensions of credit under the ABL Facility are subject to availability under a “borrowing base” comprised of various percentages of the value of certain eligible accounts receivable, inventory, transportation equipment and cash and cash equivalents, which also serve as collateral for borrowings under the ABL Facility.

Borrowings under the ABL Facility bear interest, at USF's periodic election, at a rate equal to the sum of an alternative base rate (“ABR”), as defined under the ABL Facility, plus a margin ranging from 0% to 0.50%, or the sum of a London Interbank Offered Rate (“LIBOR”) plus a margin ranging from 1.00% to 1.50%, in each case based on USF’s excess availability under the ABL Facility. The margin under the ABL Facility as of September 28, 2019 was 0.25% for ABR loans and 1.25% for LIBOR loans. The ABL Facility also carries a commitment fee of 0.25% per annum on the average unused amount of the commitments under the ABL Facility.

The ABL Facility is scheduled to mature on May 31, 2024, subject to a springing maturity date in the event that more than $300 million of aggregate principal amount of indebtedness under the Initial Term Loan Facility, the Incremental Term Loan Facility or the Senior Notes remains outstanding on a date that is 60 days prior to the maturity date for the Initial Term Loan Facility, the Incremental Term Loan Facility or the Senior Notes, respectively. 

The ABL Facility is secured by certain designated receivables not pledged under the ABS Facility, as well as inventory and certain transportation equipment owned by USF. Additionally, lenders under the ABL Facility have a second priority interest in all of the capital stock of USF and its domestic subsidiaries, as defined under the ABL Facility, and substantially all other non-real estate assets of USF and its subsidiaries not pledged under the ABS Facility.

The Company incurred $4 million of lender fees and third-party costs in connection with the ABL Facility refinancing which were capitalized as deferred financing costs. These deferred financing costs, along with $1 million of unamortized deferred financing costs related to the former asset based senior secured revolving credit facility, will be amortized through May 31, 2024, the ABL Facility maturity date.

As of September 28, 2019, USF had $138 million of outstanding borrowings, and had issued letters of credit totaling $300 million, under the ABL Facility. Outstanding letters of credit included: (1) $230 million issued in favor of certain commercial insurers to secure USF’s obligations with respect to its self-insurance program, (2) $69 million issued to secure USF’s obligations with respect

14

to certain real estate leases, and (3) $1 million issued for other obligations. There was available capacity under the ABL Facility of $962 million as of September 28, 2019.

ABS Facility—On September 20, 2019, USF completed a refinancing of the ABS Facility. The maximum borrowing capacity under the ABS Facility is $800 million. As of September 28, 2019, USF had $215 million of outstanding borrowings under the ABS Facility. The Company, at its option, can request additional borrowings up to the maximum commitment, provided sufficient eligible receivables are available as collateral. There was available capacity under the ABS Facility of $570 million as of September 28, 2019.

The ABS Facility bears interest at LIBOR plus a margin of 0.95%, and carries an unused commitment fee of 0.35% or 0.45% based on USF's utilization of the ABS Facility. The ABS Facility is scheduled to mature on September 21, 2022. The Company incurred $1 million of lender fees and third-party costs in connection with the ABS Facility refinancing, which were capitalized as deferred financing costs and will be amortized through September 21, 2022, the ABS Facility maturity date.

Term Loan Facilities

The Term Loan Credit Agreement, dated as of May 11, 2011 (as amended, the “Term Loan Credit Agreement’), provides USF with a senior secured term loan (the "Initial Term Loan Facility") and the right to request incremental senior secured term loan commitments.

Initial Term Loan Facility

The Initial Term Loan Facility had an outstanding balance of $2.1 billion as of September 28, 2019. The table above reflects the interest rate on the unhedged portion of the Initial Term Loan Facility as of September 28, 2019. The effective interest rate of the portion of the Initial Term Loan Facility subject to interest rate hedging agreements was 3.70% as of September 28, 2019.

Incremental Term Loan Facility

USF entered into a new incremental term loan in an aggregate principal amount of $1.5 billion under the Term Loan Credit Agreement (the “Incremental Term Loan Facility”) to finance a portion of the purchase price for its acquisition of the Food Group.

Borrowings under the Incremental Term Loan Facility bear interest at a rate per annum equal to, at USF’s option, either the sum of LIBOR plus a margin of 2.00%, or the sum of a base rate plus a margin of 1.00%. The Incremental Term Loan Facility amortizes in equal quarterly installments at a rate per annum (expressed as a percentage of the original principal amount) of 1.00%, subject to customary adjustments in the event of any prepayment, with the balance due upon maturity. Principal repayments of $3.8 million are payable quarterly, with the balance due at maturity.

The Incremental Term Loan Facility is scheduled to mature on September 13, 2026. Borrowings under the Incremental Term Loan Facility may be voluntarily prepaid without penalty or premium, other than customary breakage costs related to prepayments of LIBOR-based borrowings and a 1.00% premium in the case of any “repricing transaction” within six months of the closing date. The Incremental Term Loan Facility may require mandatory repayments if certain assets are sold.

USF’s obligations under the Incremental Term Loan Facility are guaranteed by certain of USF’s subsidiaries, and those obligations and guarantees are secured by all the capital stock of USF and its subsidiaries and substantially all the non-real estate assets of USF and certain of its subsidiaries not pledged under the ABS Facility.

Restrictive Covenants

USF's credit agreements and indentures contain customary covenants. These include, among other things, covenants that restrict USF’s ability to incur certain additional indebtedness, create or permit liens on assets, pay dividends, or engage in mergers or consolidations. As of September 28, 2019, USF had $1.2 billion of restricted payment capacity under these covenants, and approximately $2.4 billion of its net assets were restricted considering the net deferred tax assets and intercompany balances that eliminate in consolidation.

13. RESTRUCTURING LIABILITIES

The Company periodically closes or consolidates distribution facilities and implements initiatives in its ongoing efforts to reduce costs and improve operating effectiveness. In connection with these activities, the Company may incur various costs including multiemployer pension withdrawal liabilities, severance and other employee separation costs. Net restructuring costs were de minimis during the 39 weeks ended September 28, 2019 and $1 million during the 39 weeks ended September 29, 2018. Net restructuring liabilities were $1 million and $2 million as of September 28, 2019 and December 29, 2018, respectively.

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14. LEASES

The Company leases certain distribution and warehouse facilities, office facilities, fleet vehicles, and office and warehouse equipment. The Company determines if an arrangement is a lease at inception and recognizes a financing or operating lease liability and right-of-use (“ROU”) asset in the Company’s Consolidated Balance Sheets. ROU assets and lease liabilities are recognized based on the present value of future minimum lease payments over the lease term at commencement date. For the Company’s leases that do not provide an implicit borrowing rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. The lease terms may include options to extend, terminate or buy out the lease. When it is reasonably certain that the Company will exercise these options, they are included in ROU assets and the estimated lease liabilities. Leases with an initial term of 12 months or less are not recorded in the Company's Consolidated Balance Sheets. The Company recognizes lease expense for these leases on a straight-line basis over the lease term. The Company has lease agreements with lease and non-lease components, which are accounted for separately. For office and warehouse equipment leases, the Company accounts for the lease and non-lease components as a single lease component. Variable lease payments that do not depend on an index or a rate, such as insurance and property taxes, are excluded from the measurement of the lease liability and are recognized as variable lease cost when the obligation for that payment is incurred.

The following table presents the location of the ROU assets and lease liabilities in the Company’s Consolidated Balance Sheet as of September 28, 2019:

Leases	Consolidated Balance Sheet Location	September 28, 2019
Assets
Operating	Other assets	$	136
Financing	Property and equipment-net(1)	353
Total leased assets		$	489
Liabilities
Current:
Operating	Accrued expenses and other current liabilities	$	37
Financing	Current portion of long-term debt	99
Noncurrent:
Operating	Other long-term liabilities	126
Financing	Long-term debt	276
Total lease liabilities		$	538

(1) Financing lease assets are recorded net of accumulated amortization of $257 million as of September 28, 2019.

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The following table presents the location of lease costs in the Company's Consolidated Statement of Comprehensive Income:

		13 Weeks Ended		39 Weeks Ended
Lease Cost	Statement of Comprehensive Income Location	September 28, 2019		September 28, 2019
Operating lease cost	Distribution, selling and administrative costs	$	7	$	21
Financing lease cost:
Amortization of leased assets	Distribution, selling and administrative costs	21		60
Interest on lease liabilities	Interest expense-net	3		9
Variable lease cost	Distribution, selling and administrative costs	2		5
Net lease cost		$	33	$	95

Future lease payments under lease agreements as of September 28, 2019 were as follows:

Maturity of Lease Liabilities	Operating Leases			Financing Leases			Total
Remainder of 2019	$	11		$	34		$	45
2020	47			105			152
2021	39			83			122
2022	34			60			94
2023	29			57			86
2024	7			40			47
After 2024	25			26			51
Total lease payments	192			405			597
Less amount representing interest	(29		)	(30		)	(59		)
Present value of lease liabilities	$	163		$	375		$	538

Future minimum lease payments in effect as of December 29, 2018 under noncancelable lease arrangements, as determined prior to the adoption of Topic 842, were as follows:

Future Minimum Lease Payments(1)	Operating Leases			Financing Leases			Total
2019	$	34		$	95		$	129
2020	34			84			118
2021	30			71			101
2022	27			54			81
2023	23			43			66
After 2023	7			38			45
Total lease payments	155			385			540
Less amount representing interest	(4		)	(33		)	(37		)
Present value of minimum lease payments	$	151		$	352		$	503

(1) Information in this table has been conformed to the current year presentation under Topic 842.

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Other information related to lease agreements for the 39 weeks ended September 28, 2019 was as follows:

	39 Weeks Ended
Cash Paid For Amounts Included In Measurement of Liabilities	September 28, 2019
Operating cash flows from operating leases	$	24
Operating cash flows from financing leases	9
Financing cash flows from financing leases	49

Lease Term and Discount Rate	September 28, 2019
Weighted-average remaining lease term (years):
Operating leases	5.80
Financing leases	5.30
Weighted-average discount rate:
Operating leases	4.6	%
Financing leases	3.5	%

15. RETIREMENT PLANS

The Company has defined benefit and defined contribution retirement plans for its employees and provides certain postretirement health and welfare benefits to eligible retirees and their dependents.

The components of net periodic pension benefit costs (credits) for Company sponsored defined benefit plans were as follows:

	13 Weeks Ended						39 Weeks Ended
	September 28, 2019			September 29, 2018			September 28, 2019			September 29, 2018
Components of net periodic pension benefit costs (credits)
Service cost	$	1		$	1		$	2		$	2
Interest cost	10			10			28			28
Expected return on plan assets	(13		)	(13		)	(37		)	(39		)
Amortization of net loss	1			—			3			2
Settlements	3			—			3			—
Net periodic pension benefit costs (credits)	$	2		$	(2	)	$	(1	)	$	(7	)

Other postretirement net periodic benefit costs were de minimis for both the 13 weeks and 39 weeks ended September 28, 2019 and September 29, 2018.

The service cost component of net periodic pension benefit credits is included in distribution, selling and administrative costs, while the other components of net periodic pension benefit credits are included in other expense (income)—net, respectively, in the Company's Consolidated Statements of Comprehensive Income.

In the third quarter of 2019, the Company amended its defined benefit plan to offer certain terminated plan participants with vested benefits the opportunity to elect to receive an immediate lump sum payment. In addition, the Company intends to spin-off certain active participants with small accrued benefits and retirees into a separate plan and terminate that plan in order to allow those participants the ability to receive an immediate lump sum payout, with any remaining liabilities transferring to an insurance company through the purchase by the Company of an annuity contract. Estimated pension obligation settlement payments related to these transactions of approximately $75 million will be paid from pension plan assets through a combination of lump sum payments and purchased annuities. The Company expects to incur non-cash settlement charges of approximately $19 million in fiscal year 2019, including approximately $16 million in the fourth quarter when the settlements in connection with these transactions are expected to be paid. The $3 million of settlement charges incurred during the third quarter of fiscal year 2019 relate to ordinary course lump sum payment elections as provided under the current plan. Settlement charges are included in other expense (income)—net in the Company's Consolidated Statements of Comprehensive Income.

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The Company does not expect to make a significant contribution to its Company sponsored defined benefit plans in fiscal year 2019.

Certain employees are eligible to participate in the Company's 401(k) savings plan. The Company made employer matching contributions to the 401(k) plan of $13 million and $11 million for the 13 weeks ended September 28, 2019 and September 29, 2018, respectively, and $38 million and $36 million for the 39 weeks ended September 28, 2019 and September 29, 2018, respectively.

The Company is also required to contribute to various multiemployer pension plans under certain of its collective bargaining agreements. The Company’s contributions to these plans were $10 million and $9 million for the 13 weeks ended September 28, 2019 and September 29, 2018, respectively, and $28 million and $27 million for the 39 weeks ended September 28, 2019 and September 29, 2018, respectively.

16. EARNINGS PER SHARE

The Company computes EPS in accordance with ASC 260, Earnings per Share. Basic EPS is computed by dividing net income available to common stockholders by the weighted-average number of shares of common stock outstanding.

Diluted EPS is computed using the weighted average number of shares of common stock, plus the effect of potentially dilutive securities. Stock options, non-vested restricted shares with forfeitable dividend rights, restricted stock units, and employee stock purchase plan deferrals are considered potentially dilutive securities.

The following table sets forth the computation of basic and diluted EPS:

	13 Weeks Ended				39 Weeks Ended
	September 28, 2019		September 29, 2018		September 28, 2019		September 29, 2018
Numerator:
Income from continuing operations	$	105	$	114	$	292	$	307
Income from discontinued operations	1		—		1		—
Net income	$	106	$	114	$	293	$	307
Denominator:
Weighted-average common shares outstanding	218		217		218		216
Dilutive effect of share-based awards	2		1		1		2
Weighted-average dilutive shares outstanding	220		218		219		218
Basic earnings per share:
Continuing operations	$	0.48	$	0.53	$	1.33	$	1.42
Discontinued operations	0.01		—		0.01		—
Net income per share	$	0.49	$	0.53	$	1.34	$	1.42
Diluted earnings per share:
Continuing operations	$	0.47	$	0.52	$	1.33	$	1.41
Discontinued operations	0.01		—		0.01		—
Net income per share	$	0.48	$	0.52	$	1.34	$	1.41

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17. CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS

The following table presents changes in accumulated other comprehensive loss by component for the periods presented:

	13 Weeks Ended						39 Weeks Ended
	September 28, 2019			September 29, 2018			September 28, 2019			September 29, 2018
Accumulated other comprehensive loss components
Retirement benefit obligations:
Balance as of beginning of period (1)	$	(95	)	$	(77	)	$	(97	)	$	(103	)
Reclassification adjustments:
Amortization of net loss(2) (3)	1			—			3			2
Settlements(2)(3)	3			—			3			—
Pension remeasurement(4)	—			—			—			33
Total before income tax	4			—			6			35
Income tax provision	1			—			1			9
Current period comprehensive income, net of tax	3			—			5			26
Balance as of end of period(1)	$	(92	)	$	(77	)	$	(92	)	$	(77	)
Interest rate swaps:
Balance as of beginning of period (1)	$	(1	)	$	20		$	13		$	8
Change in fair value of interest rate swaps	(1		)	3			(15		)	20
Amounts reclassified to interest expense—net	(1		)	(1		)	(5		)	(1		)
Total before income tax	(2		)	2			(20		)	19
Income tax (benefit) provision	(1		)	—			(5		)	5
Current period comprehensive (loss) income, net of tax	(1		)	2			(15		)	14
Balance as of end of period(1)	$	(2	)	$	22		$	(2	)	$	22
Accumulated other comprehensive loss as of end of period(1)	$	(94	)	$	(55	)	$	(94	)	$	(55	)

(1) Amounts are presented net of tax.

(2) Included in the computation of net periodic benefit costs. See Note 15, Retirement Plans, for additional information.

(3) Included in other expense (income)—net in the Consolidated Statements of Comprehensive Income.

(4) Resulting from a $35 million incremental contribution to the Company's defined benefit pension plan in fiscal year 2018.

18. INCOME TAXES

The determination of the Company’s overall effective income tax rate requires the use of estimates. The effective income tax rate reflects the income earned and taxed in various United States federal and state jurisdictions based on enacted tax law, permanent differences between book and tax items, tax credits and the Company’s change in relative income in each jurisdiction.

The Company estimated its annual effective income tax rate for the full fiscal year and applied the annual effective income tax rate to the results of the 39 weeks ended September 28, 2019 and September 29, 2018 for purposes of determining its year-to-date tax provision.

For the 13 weeks ended September 28, 2019, the Company's effective income tax rate of 27% differed from the 21% federal corporate income tax rate primarily as a result of state income taxes and the recognition of various discrete tax items. These discrete tax items included a tax expense of $2 million primarily related to a change in valuation allowance. For the 13 weeks ended September 29, 2018, the Company's effective income tax rate of 19% 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 $4 million primarily related to the adjustments finalizing provisional amounts recorded as of December 30, 2017 in connection with the reduction of the federal corporate income tax rate under the Tax Act and a tax benefit of $4 million primarily related to the reduction of an unrecognized tax benefit due to the receipt of an affirmative written consent from the Internal Revenue Service (the "IRS") to change a method of accounting.

For the 39 weeks ended September 28, 2019, the Company's effective income tax rate of 25% differed from the 21% federal corporate income tax rate primarily as a result of state income taxes and the recognition of various discrete tax items. These discrete tax items included a tax benefit of $3 million primarily related to excess tax benefits associated with share-based compensation. For the 39 weeks ended September 29, 2018, the Company's effective income tax rate of 16% 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

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tax items included a tax benefit of $21 million primarily related to the reduction of an unrecognized tax benefit due to the receipt of an affirmative written consent from the IRS to change a method of accounting, a tax benefit of $6 million primarily related to excess tax benefits associated with share-based compensation and a tax benefit of $8 million primarily related to the adjustments finalizing provisional amounts recorded as of December 30, 2017 in connection with the reduction of the federal corporate income tax rate under the Tax Act.

19. COMMITMENTS AND CONTINGENCIES

Purchase Commitments—The Company enters into purchase orders with vendors and other parties in the ordinary course of business and has a limited number of purchase contracts with certain vendors that require it to buy a predetermined volume of products. As of September 28, 2019, the Company had $959 million of purchase orders and purchase contract commitments to be purchased in the remainder of fiscal year 2019 and $55 million of information technology commitments through May 2024 that are not recorded in the Company's Consolidated Balance Sheets.

To minimize fuel cost risk, the Company enters into forward purchase commitments for a portion of its projected diesel fuel requirements. As of September 28, 2019, the Company had diesel fuel forward purchase commitments totaling $106 million through February 2021. Additionally, as of September 28, 2019, the Company had electricity forward purchase commitments totaling $5 million through December 2021. The Company does not measure its forward purchase commitments for fuel and electricity at fair value, as the amounts under contract meet the physical delivery criteria in the normal purchase exception.

Legal Proceedings—The Company is subject to a number of legal proceedings arising in the normal course of business. These legal proceedings, whether pending, threatened or unasserted, if decided adversely to or settled by the Company, may result in liabilities material to its financial position, results of operations, or cash flows. The Company has recognized provisions with respect to the proceedings, where appropriate, in its Consolidated Balance Sheets. It is possible that the Company could be required to make expenditures, in excess of the established provisions, in amounts that cannot be reasonably estimated. However, the Company believes that the ultimate resolution of these proceedings will not have a material adverse effect on its consolidated financial position, results of operations or cash flows.

20. BUSINESS INFORMATION

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

The Company markets and distributes fresh, frozen and dry food and non-food products to foodservice customers throughout the United States. The Company uses a centralized management structure, and its strategies and initiatives are implemented and executed consistently across the organization to maximize value to the organization as a whole. The Company uses shared resources for sales, procurement, and general and administrative activities across each of its distribution facilities and operations. The Company’s distribution facilities form a single network to reach its customers; it is common for a single customer to make purchases from several different distribution facilities. Capital projects, whether for cost savings or generating incremental revenue, are evaluated based on estimated economic returns to the organization as a whole.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Dollar amounts 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 our 2018 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 because they exclude amounts that our management does not consider part of our core operations when assessing our performance and underlying trends. Information regarding reconciliations of and the rationale for these measures is discussed under “Non-GAAP Reconciliations” below.

Overview

Our mission is to be First In Food. 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 centers on providing our customers a broad and innovative offering of high-quality products, as well as a comprehensive suite of industry-leading e-commerce, technology, and business solutions. 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 the 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 300,000 customer locations nationwide. These customer locations include independently owned single and multi-unit restaurants, regional restaurant concepts, national restaurant chains, hospitals, nursing homes, hotels and motels, country clubs, government and military organizations, colleges and universities, and retail locations. We provide approximately 450,000 fresh, frozen, and dry food stock-keeping units, or SKUs, as well as non-food items, sourced from approximately 6,000 suppliers. Approximately 4,500 sales associates manage customer relationships at local, regional, and national levels. They 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 more than 70 distribution facilities and fleet of approximately 7,000 trucks allow us to operate efficiently and to provide high levels of customer service. This operating model allows us to leverage our nationwide scale and footprint while executing locally.

Operating Metrics

Case growth—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.

Organic growth—Organic growth includes growth from operating business that has been reflected in our results of operations for at least 12 months.

Highlights

Food Group Acquisition—On September 13, 2019, USF completed the $1.8 billion all cash acquisition of the Food Group. The acquisition of the Food Group expands the Company’s network in the West and Northwest parts of the United States. The assets, liabilities and results of operations of the Food Group have been included in the Company’s consolidated financial statements since the date the acquisition was completed.

Financial Highlights—Total case volume for the 13 weeks and 39 weeks ended September 28, 2019 increased 3.0% and 2.0%, respectively. Independent restaurant case growth was 6.3% and 5.5% for the 13 weeks and 39 weeks ended September 28, 2019, respectively. Net sales increased 6.1% and 4.8% for the 13 weeks and 39 weeks ended September 28, 2019, respectively, primarily due to the increase in organic case volume and year-over-year inflation in multiple product categories, including grocery, produce and beef. The inclusion of the Food Group with our operations contributed net sales of $132 million for the 13 weeks and 39 weeks ended September 28, 2019.

Gross profit increased $48 million, or 4.3%, to $1,156 million for the 13 weeks ended September 28, 2019, and increased $136 million, or 4.2%, to $3,350 million for the 39 weeks ended September 28, 2019, primarily as a result of the impact of margin expansion initiatives, the inclusion of the Food Group with our operations, and an increase in organic case volume, which were partially offset by unfavorable year-over-year LIFO adjustments.

As a percentage of net sales, gross profit was 17.7% for the 13 weeks ended September 28, 2019, as compared to 18.0% for the prior year period, and was 17.6% for the for the 39 weeks ended September 28, 2019, as compared to 17.7% for the prior year period.

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Total operating expenses increased $39 million, or 4.2%, to $968 million for the 13 weeks ended September 28, 2019 and increased $111 million, or 4.1%, to $2,837 million for the 39 weeks ended September 28, 2019, primarily as a result of higher wage costs, primarily distribution related, the inclusion of the Food Group with our operations, and acquisition-related costs, which were partially offset by the positive impact of expense control initiatives.

Outlook

Our outlook for fiscal year 2019 is set forth in the 2018 Annual Report. Our strategy includes a continued focus on executing our growth strategies, adding value for and differentiating ourselves with our customers, and driving continued operational improvement in our business.

Results of Operations

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

	13 Weeks Ended						39 Weeks Ended
	September 28, 2019			September 29, 2018			September 28, 2019			September 29, 2018
Consolidated Statements of Operations Data:
Net sales	$	6,531		$	6,153		$	19,005		$	18,134
Cost of goods sold	5,375			5,045			15,655			14,920
Gross profit	1,156			1,108			3,350			3,214
Operating expenses:
Distribution, selling and administrative costs	968			929			2,837			2,725
Restructuring costs	—			—			—			1
Total operating expenses	968			929			2,837			2,726
Operating income	188			179			513			488
Other expense (income)—net	1			(3		)	(3		)	(9		)
Interest expense—net	43			42			127			133
Income before income taxes	144			140			389			364
Income tax provision	39			26			97			57
Income from continuing operations	105			114			292			307
Income from discontinued operations—net of tax	1			—			1			—
Net income	$	106		$	114		$	293		$	307
Percentage of Net Sales:
Gross profit	17.7		%	18.0		%	17.6		%	17.7		%
Distribution, selling and administrative costs	14.8		%	15.1		%	14.9		%	15.0		%
Operating expenses	14.8		%	15.1		%	14.9		%	15.0		%
Operating income	2.9		%	2.9		%	2.7		%	2.7		%
Net income	1.6		%	1.9		%	1.5		%	1.7		%
Adjusted EBITDA(1)	4.7		%	4.6		%	4.5		%	4.4		%
Other Data:
Cash flows—operating activities	$	165		$	133		$	559		$	444
Cash flows—investing activities	(1,875		)	(49		)	(1,977		)	(165		)
Cash flows—financing activities	1,711			(96		)	1,411			(310		)
Capital expenditures	47			51			157			168
EBITDA(1)	275			267			777			747
Adjusted EBITDA(1)	307			283			859			806
Adjusted net income(1)	143			127			378			341
Free cash flow(2)	118			82			402			276

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(*) Prior year amounts may have been rounded to conform with the current year presentation.

(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 (benefits) and tangible asset impairments; (2) share-based compensation expense; (3) the non-cash impact of LIFO reserve adjustments; (4) business transformation costs; and (5) other gains, losses, or charges 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. Effective as of the fiscal third quarter 2019, we revised the definition of Adjusted net income to also exclude the effect of intangible asset amortization expense. Prior year amounts have been revised to conform with the current year presentation. EBITDA, Adjusted EBITDA, and Adjusted net income as presented in this Quarterly Report 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 capital expenditures. Free cash flow as presented in this Quarterly Report is a supplemental measure of our liquidity that is not required by, or presented in accordance with, GAAP. It is not a measurement 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 measures regarding our operational performance and liquidity. These non-GAAP financial measures 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.

We use Free cash flow as a supplemental measure to GAAP measures regarding the liquidity of our operations. We measure Free cash flow as cash flows provided by operating activities less 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.

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.

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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						39 Weeks Ended
	September 28, 2019			September 29, 2018			September 28, 2019			September 29, 2018
Net income	$	106		$	114		$	293		$	307
Interest expense—net	43			42			127			133
Income tax provision	39			26			97			57
Depreciation expense	75			75			228			220
Amortization expense	12			10			32			30
EBITDA	275			267			777			747
Adjustments:
Restructuring costs(1)	—			—			—			1
Share-based compensation expense(2)	7			3			22			20
LIFO reserve change(3)	1			(9		)	13			(1		)
Business transformation costs(4)	3			3			6			18
Income from discontinued operations(5)	(1		)	—			(1		)	—
Food Group acquisition-related costs and other(6)	22			19			42			21
Adjusted EBITDA	307			283			859			806
Depreciation expense(7)	(75		)	(75		)	(228		)	(220		)
Interest expense—net	(43		)	(42		)	(127		)	(133		)
Income tax provision, as adjusted(7)(8)	(46		)	(39		)	(126		)	(112		)
Adjusted net income(7)	$	143		$	127		$	378		$	341
Free cash flow
Cash flows from operating activities	$	165		$	133		$	559		$	444
Capital expenditures	(47		)	(51		)	(157		)	(168		)
Free cash flow	$	118		$	82		$	402		$	276

(*) Prior year amounts may have been rounded to conform with the current year presentation.

(1) Consists primarily of severance and related costs and organizational realignment costs.

(2) Share-based compensation expense for stock and option awards and discounts provided under employee stock purchase plan.

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

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

(5) Consists of income net of income taxes from the Divested Assets.

(6) Includes Food Group acquisition-related costs of $17 million and $10 million for the 13 weeks ended September 28, 2019 and September 29, 2018, respectively, and $35 million and $10 million for the 39 weeks ended September 28, 2019 and September 29, 2018, respectively. Also includes gains, losses or costs as specified under the agreements governing our indebtedness

(7) Effective as of the fiscal third quarter 2019, we revised the definition of Adjusted net income to exclude the effect of intangible asset amortization expense. Prior year amounts have been revised to conform with the current year presentation.

(8) 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 corporate income tax rate after considering 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					39 Weeks Ended
	September 28, 2019			September 29, 2018		September 28, 2019		September 29, 2018
GAAP income tax provision	$	39		$	26	$	97	$	57
Tax impact of pre-tax income adjustments(1)	10			7		27		22
Discrete tax items	(3		)	6		2		33
Income tax provision, as adjusted	$	46		$	39	$	126	$	112

(*) Prior year amounts may have been rounded to conform with the current year presentation.

(1) Effective as of the fiscal third quarter 2019, we revised the definition of Adjusted net income to exclude the effect of intangible asset amortization expense. Prior year amounts have been revised to conform with the current year presentation

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Comparison of Results

13 Weeks Ended September 28, 2019 and September 29, 2018

Highlights

• Total case volume increased 3.0% and independent restaurant case volume increased 6.3% in 2019.

• Net sales increased $378 million, or 6.1%, to $6,531 million in 2019.

• Operating income increased $9 million, or 5.0%, to $188 million in 2019. As a percentage of net sales, operating income was 2.9% in both 2019 and 2018.

• Net income was $106 million in 2019, compared to $114 million in 2018.

• Adjusted EBITDA increased $24 million, or 8.5%, to $307 million in 2019. As a percentage of net sales, Adjusted EBITDA was 4.7% in 2019, compared to 4.6% in 2018.

Net Sales

Total case volume increased 3.0% in 2019. The increase reflected growth with independent restaurants of 6.3%. Organic case volume increased 0.9% and organic independent restaurant case volume increased 4.2% .

Net sales increased $378 million, or 6.1%, to $6,531 million in 2019, comprised of a $185 million, or 3.0%, increase in case volume and a $193 million, or 3.1%, increase in the overall net sales rate per case. Sales of private brands represented approximately 36% and 35% of net sales in 2019 and 2018, respectively. The Food Group contributed net sales of $132 million in 2019.

The increase in net sales rate per case of 3.1% primarily reflects year-over-year inflation in multiple product categories, including grocery, produce and beef, which benefited net sales since a significant portion of our sales is based on markups over product cost.

Gross Profit

Gross profit increased $48 million, or 4.3%, to $1,156 million in 2019, primarily as a result of the impact of margin expansion initiatives, the inclusion of the Food Group with our operations, and an increase in organic case volume, which were partially offset by unfavorable year-over-year LIFO adjustments. Our LIFO method of inventory costing resulted in expense of $1 million in 2019 compared to a benefit of $9 million in 2018, primarily as a result of higher inflation in multiple product categories in 2019 compared to 2018. Gross profit as a percentage of net sales was 17.7% in 2019, as compared to 18.0% in 2018.

Operating Expenses

Operating expenses, comprised of distribution, selling and administrative and restructuring costs, increased $39 million, or 4.2%, to $968 million in 2019. Operating expenses as a percentage of net sales were 14.8% in 2019, as compared to 15.1% in 2018. The increase in operating expenses included $35 million of higher wage and related costs, primarily distribution related, the inclusion of the Food Group with our operations, and $7 million of higher acquisition-related costs, which were partially offset by the positive impact of expense control initiatives.

Operating Income

Operating income increased $9 million, or 5.0%, to $188 million in 2019. Operating income as a percentage of net sales was 2.9% in both 2019 and 2018. The change in operating income was due to the factors discussed in the relevant sections above.

Other Expense (Income)—Net

Other expense (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 expense—net of $1 million in 2019, including $3 million of non-cash settlement charges resulting from lump sum payments to former participants in our defined benefit pension plan. We recognized other income—net of $3 million in 2018.

Interest Expense—Net

Interest expense—net increased $1 million to $43 million in 2019, primarily due to borrowings incurred to finance the acquisition of the Food Group, partially offset by lower average revolving credit facility borrowings.

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Income Tax Provision

For the 13 weeks ended September 28, 2019, our effective income tax rate of 27% differed from the 21% federal corporate income tax rate primarily as a result of state income taxes and the recognition of various discrete tax items. These discrete tax items included a tax expense of $2 million primarily related to a change in valuation allowance. For the 13 weeks ended September 29, 2018, our effective income tax rate of 19% 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 $4 million primarily related to the adjustments finalizing provisional amounts recorded as of December 30, 2017 in connection with the reduction of the federal corporate income tax rate under the Tax Act and a tax benefit of $4 million primarily related to the reduction of an unrecognized tax benefit due to the receipt of an affirmative written consent from the IRS to change a method of accounting.

Net Income

Our net income was $106 million in 2019 as compared to $114 million in 2018. The decrease in net income was due to the relevant factors discussed above.

39 Weeks Ended September 28, 2019 and September 29, 2018

Highlights

• Total case volume increased 2.0% and independent restaurant case volume increased 5.5% in 2019.

• Net sales increased $871 million, or 4.8%, to $19,005 million in 2019.

• Operating income increased $25 million, or 5.1%, to $513 million in 2019. As a percentage of net sales, operating income was 2.7% in both 2019 and 2018.

• Net income was $293 million in 2019, compared to $307 million in 2018.

• Adjusted EBITDA increased $53 million, or 6.6%, to $859 million in 2019. As a percentage of net sales, Adjusted EBITDA was 4.5% in 2019, compared to 4.4% in 2018.

Net Sales

Total case volume increased 2.0% in 2019. The increase reflects growth with independent restaurants of 5.5%. Organic case volume increased 1.3% and organic independent restaurant case volume increased 4.8%.

Net sales increased $871 million, or 4.8%, to $19,005 million in 2019, comprised of a $372 million, or 2.0%, increase in case volume and a $499 million, or 2.8%, increase in the overall net sales rate per case. Sales of private brands represented approximately 35% and 34% of net sales in 2019 and 2018, respectively. The Food Group contributed net sales of $132 million in 2019.

The increase in net sales rate per case of 2.8% primarily reflects year-over-year inflation. We experienced year-over-year inflation in multiple product categories, including grocery, poultry, beef and produce, which benefited net sales since a significant portion of our sales is based on markups over product cost.

Gross Profit

Gross profit increased $136 million, or 4.2%, to $3,350 million in 2019, primarily as a result of the impact of margin expansion initiatives, an increase in organic case volume, and the inclusion of the Food Group with our operations, which were partially offset by unfavorable year-over-year LIFO adjustments. Our LIFO method of inventory costing resulted in expense of $13 million in 2019 compared to a benefit of $1 million in 2018, primarily as a result of higher inflation in multiple product categories in 2019 compared to 2018. Gross profit as a percentage of net sales was 17.6% in 2019, as compared to 17.7% in 2018.

Operating Expenses

Operating expenses, comprised of distribution, selling and administrative and restructuring costs, increased $111 million, or 4.1%, to $2,837 million in 2019. Operating expenses as a percentage of net sales were 14.9% in 2019, as compared to 15.0% in 2018. The increase in operating expenses included $77 million of higher wage and related costs, primarily distribution related, $25 million of higher acquisition-related costs, the inclusion of the Food Group with our operations, and $8 million of higher other distribution related costs, which were partially offset by the positive impact of expense control initiatives.

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Operating Income

Operating income increased $25 million, or 5.1%, to $513 million in 2019. Operating income as a percentage of net sales was 2.7% in both 2019 and 2018. The change in operating income was due to the factors discussed in the relevant sections above.

Other Expense (Income)—Net

Other expense (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 $3 million in 2019, net of $3 million of non-cash settlement charges resulting from lump sum payments to former participants in our defined benefit pension plan. We recognized other income—net of $9 million in 2018.

Interest Expense—Net

Interest expense—net decreased $6 million to $127 million in 2019, primarily due to lower average debt levels in 2019, which were partially offset by borrowings incurred to finance the acquisition of the Food Group.

Income Tax Provision

For the 39 weeks ended September 28, 2019, our effective income tax rate of 25% differed from the 21% federal corporate income tax rate primarily as a result of state income taxes and the recognition of various discrete tax items. These discrete tax items included a tax benefit of $3 million primarily related to excess tax benefits associated with share-based compensation. For the 39 weeks ended September 29, 2018, our effective income tax rate of 16% 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 $21 million primarily related to the reduction of an unrecognized tax benefit due to the receipt of an affirmative written consent from the IRS to change a method of accounting, a tax benefit of $6 million primarily related to excess tax benefits associated with share-based compensation and a tax benefit of $8 million primarily related to the adjustments finalizing provisional amounts recorded as of December 30, 2017 in connection with the reduction of the federal corporate income tax rate under the Tax Act.

Net Income

Our net income was $293 million in 2019 as compared to $307 million in 2018. The decrease 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.

Indebtedness

As of September 28, 2019, the aggregate carrying value of our indebtedness was $4,924 million, net of $46 million of unamortized deferred financing costs.

As of September 28, 2019, we had aggregate commitments for additional borrowings under the ABL Facility and the ABS Facility of $1,547 million, of which $1,532 million was available based on our borrowing base.

We completed a refinancing of the ABL Facility on May 31, 2019. The ABL Facility provides us with loan commitments having a maximum aggregate principal amount of $1,700 million, comprised of (1) $1,400 million of commitments effective as of May 31, 2019 and (2) $300 million of commitments that may become effective, at our election, at any time on or prior to November 30, 2019. The ABL Facility includes subfacilities for the issuance of up to $800 million of letters of credit and up to $170 million of swing line loans. As of September 28, 2019, we had $138 million of outstanding borrowings and had issued letters of credit totaling $300 million under the ABL Facility. There was available capacity of $962 million under the ABL Facility based on our borrowing base as of September 28, 2019.

We completed a refinancing of the ABS Facility on September 20, 2019. The maximum borrowing capacity under the ABS Facility is $800 million. We had outstanding borrowings under the ABS Facility of $215 million as of September 28, 2019. There was available capacity of $570 million under the ABS Facility based on our borrowing base as of September 28, 2019.

The Initial Term Loan Facility had a carrying value of $2,129 million, net of $5 million of unamortized deferred financing costs, as of September 28, 2019. The Incremental Term Loan Facility had a carrying value of $1,464 million, net of $36 million of unamortized deferred financing costs, as of September 28, 2019.

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The Senior Notes had a carrying value of $595 million, net of $5 million of unamortized deferred financing costs, as of September 28, 2019. We also had $375 million of obligations under financing leases for transportation equipment and building leases as of September 28, 2019.

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.

As of September 28, 2019, USF had $1.2 billion of restricted payment capacity under its credit facilities and approximately $2.4 billion of its net assets were restricted after considering the net deferred tax assets and intercompany balances that are eliminated in consolidation. As of September 28, 2019, we were in compliance with all of our debt covenants.

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.

See Note 12, 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*:

	39 Weeks Ended
	September 28, 2019			September 29, 2018
Net income	$	293		$	307
Changes in operating assets and liabilities	(39		)	(201		)
Other adjustments	305			338
Net cash provided by operating activities	559			444
Net cash used in investing activities	(1,977		)	(165		)
Net cash provided by (used in) financing activities	1,411			(310		)
Net decrease in cash, cash equivalents and restricted cash	(7		)	(31		)
Cash, cash equivalents and restricted cash—beginning of period	105			119
Cash, cash equivalents and restricted cash—end of period	$	98		$	88

(*) Prior year amounts may have been rounded to conform with the current year presentation.

Operating Activities

Cash flows provided by operating activities increased $115 million to $559 million for the 39 weeks ended September 28, 2019. The year-over-year increase was primarily driven by $70 million of contributions to our defined benefit pension plan in 2018 which did not reoccur during the current year, along with improved business performance.

Investing Activities

Cash flows used in investing activities for the 39 weeks ended September 28, 2019 included the $1.8 billion cash purchase price for the acquisition of the Food Group. Cash flows used in investing activities for the 39 weeks ended September 28, 2019 and September 29, 2018 included cash expenditures of $157 million and $168 million, respectively, on property and equipment for fleet replacement and investments in information technology, as well as new construction and/or expansion of distribution facilities. During the 39 weeks ended September 28, 2019, we sold two closed distribution facilities and an excess parcel of land for aggregate proceeds of $6 million.

We expect total capital additions in fiscal year 2019 to be between $345 million and $355 million, inclusive of approximately $75 million in fleet financing leases. We expect to fund our capital expenditures with available cash or cash generated from operations.

Financing Activities

Cash flows provided by financing activities for the 39 weeks ended September 28, 2019 included aggregate borrowings of $1.5 billion under the Incremental Term Loan Facility and approximately $330 million in borrowings under the ABL Facility and ABS Facility, which were used to finance the acquisition of the Food Group. Cash flows used in financing activities for the 39 weeks ended September 28, 2019 included net payments of $3 million under our revolving credit facilities and $79 million of scheduled payments under our non-revolving debt and financing leases. We incurred approximately $42 million of lender fees and third-party costs in connection with the Incremental Term Loan Facility and other debt refinancings. Financing activities for the 39 weeks ended September 28, 2019 also included

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$15 million and $13 million of proceeds received from stock purchases under our employee stock purchase plan and the exercise of employee stock options, respectively, partially offset by $5 million of employee tax withholdings paid in connection with the vesting of equity awards.

Cash flows used in financing activities of $310 million for the 39 weeks ended September 29, 2018 included $241 million of net payments under our revolving credit facilities and $94 million of scheduled payments under our non-revolving debt and financing leases. Financing activities for the 39 weeks ended September 29, 2018 also included $18 million and $15 million of proceeds received from the exercise of employee stock options and stock purchases under our employee stock purchase plan, respectively, which were partially offset by $6 million of employee tax withholdings paid in connection with the vesting of equity awards.

Retirement Plans

We sponsor defined benefit and defined contribution retirement plans that pay benefits to eligible employees at retirement. In addition, we provide certain postretirement health and welfare benefits to eligible retirees and their dependents. We do not expect to make a significant contribution to the Company sponsored defined benefit and other postretirement plans in fiscal year 2019. We contributed $70 million to the Company sponsored defined benefit and other postretirement plans during the 39 weeks ended September 29, 2018. As described in Note 15, Retirement Plans, in our consolidated financial statements, during the third quarter of 2019, we amended our defined benefit plan to offer certain terminated plan participants with vested benefits the opportunity to elect to receive an immediate lump sum payment. In addition, we intend to spin-off certain active participants with small accrued benefits and retirees into a separate plan and terminate that plan in order to allow those participants the ability to receive an immediate lump sum payout, with any remaining liabilities transferring to an insurance company through the purchase by the Company of an annuity contract. We estimate that pension obligation settlement payments related to these transactions will be approximately $75 million, which will be paid from pension plan assets through a combination of lump sum payments and purchased annuities and will not require additional funding from the Company. The settlement payments are expected to be paid in the fourth quarter of 2019.

Certain employees are eligible to participate in the Company's 401(k) savings plan. We made employer matching contributions to the 401(k) plan of $13 million and $11 million for the 13 weeks ended September 28, 2019 and September 29, 2018, respectively, and $38 million and $36 million for the 39 weeks ended September 28, 2019 and September 29, 2018, respectively.

We also are required to contribute to various multiemployer pension plans under the terms of certain of our collective bargaining agreements. Our contributions to these plans were $10 million and $9 million for the 13 weeks ended September 28, 2019 and September 29, 2018, respectively, and $28 million and $27 million for the 39 weeks ended September 28, 2019 and September 29, 2018, respectively.

Off-Balance Sheet Arrangements

As of September 28, 2019, we entered into $235 million of letters of credit in favor of certain commercial insurers to secure obligations with respect to our self-insurance programs, primarily under the ABL Facility. Additionally, we entered into $71 million of letters of credit to secure obligations with respect to certain of our real estate leases, primarily under the ABL Facility, and $1 million of letters of credit for other obligations.

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 position, changes in financial condition, results of operations, liquidity, capital expenditures or capital resources.

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Contractual Obligations

The following table presents information about our significant contractual obligations as of September 28, 2019 that affect our liquidity and capital needs. The table includes information about payments due under specified contractual obligations and the maturity profile of our consolidated debt, operating leases and other long-term liabilities. The table reflects the impact of the refinancing of the ABL Facility on May 31, 2019, the acquisition of the Food Group on September 13, 2019 and the refinancing of the ABS Facility on September 20, 2019 on our contractual obligations as of September 28, 2019.

	Payments Due by Period
			Less Than						More Than
	Total		1 Year		1-3 Years		3-5 Years		5 Years
Recorded Contractual Obligations:
Debt, including financing lease obligations	$	4,970	$	136	$	205	$	2,405	$	2,224
Operating lease obligations	192		46		76		43		27
Self-insured liabilities(1)	178		45		51		23		59
Pension plans and other postretirement benefits contributions(2)	8		1		2		2		3
Unrecorded Contractual Obligations:
Interest payments on debt(3)	969		196		380		265		128
Multiemployer contractual minimum pension contributions(4)	18		4		7		7		—
Purchase obligations(5)	1,125		1,067		52		6		—
Total contractual cash obligations	$	7,460	$	1,495	$	773	$	2,751	$	2,441

(1) Represents the estimated undiscounted payments on our self-insurance programs for general, fleet and workers compensation liabilities. Actual payments may differ from these estimates.

(2) Represents estimated contributions and benefit payments for Company sponsored pension and other postretirement benefit plans. Estimates beyond 2019 are not available for the Company's defined benefit pension plan.

(3) Represents future interest payments on fixed rate debt, financing leases and $3.2 billion of variable rate debt at interest rates as of September 28, 2019. The amounts shown in the table include interest payments under interest rate swap agreements.

(4) Represents minimum required contributions to the Central States Teamsters Southeast and Southwest Area Pension Fund through 2023.

(5) Represents purchase obligations for purchases of product in the normal course of business, for which all significant terms have been confirmed, information technology commitments and forward fuel and electricity purchase obligations. The balance does not include capital additions.

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 2018 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 39 weeks ended September 28, 2019.

Recent Accounting Pronouncements

See Note 2, Recent Accounting Pronouncements, in our consolidated financial statements for information related to new accounting standards.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We are exposed to certain risks arising from both our business operations and overall economic conditions. We principally manage our exposures to a wide variety of business and operational risks through managing our core business activities. We manage economic risks, including interest rate, liquidity, and credit risk, primarily by managing the amount, sources, and duration of our debt funding. During 2017, we entered into interest rate swap agreements to limit our exposure to variable interest rate terms on certain borrowings under our Initial Term Loan Facility. We do not enter into derivatives or other financial instruments for trading or speculative purposes.

Market risk is the possibility of loss from adverse changes in market rates and prices, such as interest rates and commodity prices.

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Interest Rate Risk

As of September 28, 2019, after considering interest rate swaps that fixed the interest rate on $733 million of the principal amounts of our Initial Term Loan Facility, approximately 65% of the principal amount of our debt bore interest at floating rates based on LIBOR or ABR, as defined in the credit agreements. A 1% change in the applicable rate would cause the interest expense on our floating rate debt to change by approximately $32 million per year (see Note 12, Debt, in our consolidated financial statements). As was announced in July 2017, the use of LIBOR is expected to be phased out by the end of 2021. We are unable to predict the impact of using alternative reference rates and corresponding rate risk at this time.

Fuel Price Risk

We are also exposed to risk due to fluctuations in the price and availability of diesel fuel. Increases in the cost of diesel fuel can negatively affect consumer spending, raise the price we pay for products, and increase the costs we incur to deliver products to our customers. To minimize fuel cost risk, we enter into forward purchase commitments for a portion of our projected diesel fuel requirements. As of September 28, 2019, we had diesel fuel forward purchase commitments totaling $106 million through February 2021. These locked in approximately 51% of our projected diesel fuel purchase needs for the contracted periods. Our remaining fuel purchase needs will occur at market rates. Using published market price projections for diesel and estimated fuel consumption needs, a 10% unfavorable change in diesel fuel prices from the projected market prices could result in approximately $10 million in additional fuel cost on such uncommitted volumes through February 2021.

Item 4. Controls and Procedures

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 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 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 Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of September 28, 2019.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the fiscal quarter ended September 28, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

As permitted by applicable SEC guidance, the scope of our evaluation regarding changes in our internal control over financial reporting during the fiscal quarter ended September 28, 2019 excluded internal control over financial reporting for the Food Group, which was acquired on September 13, 2019.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

For information relating to legal proceedings, see Note 19, Commitments and Contingencies, in our consolidated financial statements.

Item 1A. Risk Factors

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 2018 Annual Report.

Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

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Item 6. Exhibits

Exhibit Number
2.1	Amendment to the Stock Purchase Agreement, dated as of September 4, 2019, by and between US Foods, Inc. and Services Group of America, Inc. (incorporated herein by reference to Exhibit 2.2 to the Current Report on Form 8-K filed with the SEC on September 13, 2019).*
10.1	Amendment No. 1 to the ABL Credit Agreement, dated as of August 7, 2019, by and among US Foods, Inc. and its subsidiaries party thereto and Wells Fargo Bank, National Association.
10.2	Sixth Amendment to the Credit Agreement, dated as of September 13, 2019, by and among US Foods, Inc., the other Loan Parties party thereto, Citicorp North America, Inc. and the lenders party thereto (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on September 13, 2019).
31.1	Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101	Interactive Data File.

* Portions, schedules and exhibits have been omitted pursuant to Item 601 of Regulation S-K. US Foods Holding Corp. undertakes to furnish copies of any omitted portions, schedules and exhibits upon request by the Securities and Exchange Commission.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		US FOODS HOLDING CORP.
		(Registrant)
Date:	November 5, 2019	By:	/s/ PIETRO SATRIANO
			Pietro Satriano
			Chairman and Chief Executive Officer
Date:	November 5, 2019	By:	/s/ DIRK J. LOCASCIO
			Dirk J. Locascio
			Chief Financial Officer

35

EX-10.1

Exhibit 10.1

AMENDMENT No. 1 to the Credit Agreement, dated as of August 7, 2019 (this “Amendment”), to the Credit Agreement dated as of May 31, 2019 among US FOODS, INC., a Delaware corporation (the “Parent Borrower”), each domestic subsidiary of the Parent Borrower party to the Credit Agreement, the several banks and other financial institutions or entities from time to time party to the Credit Agreement (the “Lenders”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, the “Administrative Agent”) and the various other parties thereto (the “Credit Agreement” and the Credit Agreement, as amended by this Amendment, the “Amended Credit Agreement”); capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Amended Credit Agreement.

WHEREAS, the Parent Borrower desires to amend the Credit Agreement on the terms set forth herein; and

WHEREAS, Section 11.1(g) of the Credit Agreement provides that the Administrative Agent and the Parent Borrower may amend the Credit Agreement to cure any ambiguity, mistake, omission, defect or inconsistency, in each case, without the consent of any other Person;

NOW, THEREFORE, in consideration of the premises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

Section 1.Credit Agreement Amendments. Effective as of the Amendment No. 1 Effective Date (as defined below), clause (v) of Section 11.1(g) of the Credit Agreement is amended by adding “or any other Loan Document” after “Agreement”.

Section 2.Conditions to Effectiveness to this Amendment. The terms and provisions of this Amendment shall become effective upon delivery of an executed counterpart of this Amendment from each of the Parent Borrower and the Administrative Agent. The date on which the condition set forth in this Section 2 has been satisfied is referred to herein as the “Amendment No. 1 Effective Date”.

Section 3.Counterparts. This Amendment may be executed in counterparts (and by different parties hereto in different counterparts) each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment by fax transmission or other electronic scan transmission (e.g., “pdf” or “tif”) shall be effective as delivery of an originally executed counterpart hereof.

Section 4.Applicable Law; Waiver of Jury Trial; Jurisdiction; Consent to Service of Process. The provisions set forth in Sections 11.12, 11.13 and 11.15 of the Credit

Agreement are hereby incorporated mutatis mutandis with all references to the “Agreement” therein being deemed references to this Amendment.

Section 5.Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

Section 6.Effect of Amendment. Except as expressly set forth herein, this Amendment (i) shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders, the Administrative Agent or any other Agent, in each case under the Amended Credit Agreement or any other Loan Document, and (ii) shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Amended Credit Agreement or any other Loan Document. This Amendment shall constitute a Loan Document for purposes of the Amended Credit Agreement and from and after the Amendment No. 1 Effective Date, all references to the Credit Agreement in any Loan Document and all references in the Amended Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, shall, unless expressly provided otherwise, refer to the Amended Credit Agreement. The Parent Borrower hereby consents to this Amendment and confirms that all obligations of the Parent Borrower under the Loan Documents to which it is a party shall continue to apply to the Amended Credit Agreement.

[Signature pages follow]

(a)

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.

US FOODS, INC.By: /s/ Dirk J. Locascio                Name: Dirk J. Locascio    Title: Chief Financial Officer

BAY-N-GULF, INC.

By: /s/ Dirk J. Locascio                Name: Dirk J. Locascio    Title: Chief Financial Officer

E & H DISTRIBUTING, LLC

By: /s/ Dirk J. Locascio                Name: Dirk J. Locascio    Title: Chief Financial Officer

FRESH UNLIMITED, INC.

By: /s/ Dirk J. Locascio                Name: Dirk J. Locascio    Title: Chief Financial Officer

GREAT NORTH IMPORTS, LLC

By: /s/ Dirk J. Locascio                Name: Dirk J. Locascio    Title: Chief Financial Officer

TRANS-PORTE, INC.

By: /s/ Dirk J. Locascio                Name: Dirk J. Locascio    Title: Chief Financial Officer

US FOODS CULINARY EQUIPMENT & SUPPLIES LLC

By: /s/ Dirk J. Locascio                Name: Dirk J. Locascio    Title: Chief Financial Officer

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent

By: /s/ Kai Sorensen            Name: Kai Sorensen    Title: Duly Authorized Signatory

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO RULE 13a-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Pietro Satriano, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of US Foods Holding Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 5, 2019

/s/ PIETRO SATRIANO

Pietro Satriano

Chairman and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO RULE 13a-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Dirk J. Locascio, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of US Foods Holding Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 5, 2019

/s/ DIRK J. LOCASCIO

Dirk J. Locascio

Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATE PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of US Foods Holding Corp. (the “Company”) on Form 10-Q for the quarterly period ended September 28, 2019, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Pietro Satriano, Chairman and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 5, 2019

/s/ PIETRO SATRIANO

Pietro Satriano

Chairman and Chief Executive Officer

EX-32.2

Exhibit 32.2

CERTIFICATE PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of US Foods Holding Corp. (the “Company”) on Form 10-Q for the quarterly period ended September 28, 2019, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Dirk J. Locascio, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 5, 2019

/s/ DIRK J. LOCASCIO

Dirk J. Locascio

Chief Financial Officer

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Changes in Accumulated Other Comprehensive Loss (Tables)

9 Months Ended

Sep. 28, 2019

Equity [Abstract]

Schedule of Changes in Accumulated Other Comprehensive Loss

The following table presents changes in accumulated other comprehensive loss by component for the periods presented:

	13 Weeks Ended						39 Weeks Ended
	September 28, 2019			September 29, 2018			September 28, 2019			September 29, 2018
Accumulated other comprehensive loss components
Retirement benefit obligations:
Balance as of beginning of period (1)	$	(95	)	$	(77	)	$	(97	)	$	(103	)
Reclassification adjustments:
Amortization of net loss(2) (3)	1			—			3			2
Settlements(2)(3)	3			—			3			—
Pension remeasurement(4)	—			—			—			33
Total before income tax	4			—			6			35
Income tax provision	1			—			1			9
Current period comprehensive income, net of tax	3			—			5			26
Balance as of end of period(1)	$	(92	)	$	(77	)	$	(92	)	$	(77	)
Interest rate swaps:
Balance as of beginning of period (1)	$	(1	)	$	20		$	13		$	8
Change in fair value of interest rate swaps	(1		)	3			(15		)	20
Amounts reclassified to interest expense—net	(1		)	(1		)	(5		)	(1		)
Total before income tax	(2		)	2			(20		)	19
Income tax (benefit) provision	(1		)	—			(5		)	5
Current period comprehensive (loss) income, net of tax	(1		)	2			(15		)	14
Balance as of end of period(1)	$	(2	)	$	22		$	(2	)	$	22
Accumulated other comprehensive loss as of end of period(1)	$	(94	)	$	(55	)	$	(94	)	$	(55	)

(1) Amounts are presented net of tax.

(2) Included in the computation of net periodic benefit costs. See Note 15, Retirement Plans, for additional information.

(3) Included in other expense (income)—net in the Consolidated Statements of Comprehensive Income.

(4)

Resulting from a $35 million incremental contribution to the Company's defined benefit pension plan in fiscal year 2018.

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Debt (Tables)

9 Months Ended

Sep. 28, 2019

Debt Disclosure [Abstract]

Components of total debt

Total debt consisted of the following:

Debt Description	Maturity	Interest Rate as of September 28, 2019	September 28, 2019			December 29, 2018
ABL Facility	May 31, 2024	3.48%	$	138		$	81		(1)
ABS Facility	September 21, 2022	2.98%	215			275			(2)
Initial Term Loan Facility (net of $5 of unamortized deferred financing costs)	June 27, 2023	4.11%	2,129			2,145
Incremental Term Loan Facility (net of $36 of unamortized deferred financing costs)	September 13, 2026	4.04%	1,464			—
Senior Notes (net of $5 of unamortized deferred financing costs)	June 15, 2024	5.88%	595			595
Obligations under financing leases	2019–2026	2.00% - 6.17%	375			352
Other debt	2021–2031	5.75% - 9.00%	8			9
Total debt			4,924			3,457
Current portion of long-term debt			(136		)	(106		)
Long-term debt			$	4,788		$	3,351

(1) Consists of outstanding borrowings under our former asset based senior secured revolving credit facility, which was refinanced with a new facility in May 2019 (as described below).

(2)

Consists of outstanding borrowings under the ABS Facility prior to its refinancing in September 2019 (as described below).

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Restricted Cash (Tables)

9 Months Ended

Sep. 28, 2019

Cash and Cash Equivalents [Abstract]

Restricted Cash

RESTRICTED CASH

Restricted cash primarily consists of cash on deposit with financial institutions as collateral for certain letters of credit. Cash, cash equivalents and restricted cash as presented in the Company's Consolidated Statements of Cash Flows as of September 28, 2019 and December 29, 2018 consisted of the following:

	September 28, 2019		December 29, 2018
Cash and cash equivalents	$	90	$	104
Restricted cash—included in other assets	8		1
Total cash, cash equivalents and restricted cash	$	98	$	105

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Accounts Receivable Financing Program

9 Months Ended

Sep. 28, 2019

Receivables [Abstract]

Accounts Receivable Financing Program

ACCOUNTS RECEIVABLE FINANCING PROGRAM

Under its accounts receivable financing facility (the “ABS Facility”), USF sells, on a revolving basis, eligible receivables to a wholly owned, special purpose, bankruptcy remote subsidiary (the “Receivables Company”). The Receivables Company, in turn, grants a continuing security interest in all of its right, title and interest in the eligible receivables to the administrative agent, for the benefit of the lenders. The Company consolidates the Receivables Company and, consequently, the transfer of the eligible receivables is a transaction internal to the Company and the eligible receivables have not been derecognized from the Company’s Consolidated Balance Sheets. Included in the Company’s accounts receivable balance as of September 28, 2019 and December 29, 2018 was approximately $1.1 billion and $1.0 billion, respectively, of eligible receivables held as collateral in support of the ABS Facility. See Note 12, Debt, for a further description of the ABS Facility.

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Fair Value Measurements

9 Months Ended

Sep. 28, 2019

Fair Value Disclosures [Abstract]

Fair Value Measurements

FAIR VALUE MEASUREMENTS

The Company follows the accounting standards for fair value, under which fair value is a market-based measurement, not an entity-specific measurement. The Company’s fair value measurements are based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, fair value accounting standards establish a fair value hierarchy which prioritizes the inputs used in measuring fair value as follows:

• Level 1—observable inputs, such as quoted prices in active markets

• Level 2—observable inputs other than those included in Level 1, such as quoted prices for similar assets and liabilities in active or inactive markets that are observable either directly or indirectly, or other inputs that are observable or can be corroborated by observable market data

• Level 3—unobservable inputs for which there is little or no market data, which require the reporting entity to develop its own assumptions

Any transfers of assets or liabilities between Level 1, Level 2, and Level 3 of the fair value hierarchy will be recognized at the end of the reporting period in which the transfer occurs. There were no transfers between fair value levels in any of the periods presented below.

The Company’s assets and liabilities measured at fair value on a recurring basis as of September 28, 2019 and December 29, 2018, aggregated by the level in the fair value hierarchy within which those measurements fall, were as follows:

	September 28, 2019
	Level 1		Level 2		Level 3		Total
Liabilities
Interest rate swaps	$	—	$	2	$	—	$	2
	December 29, 2018
	Level 1		Level 2		Level 3		Total
Assets
Money market funds	$	1	$	—	$	—	$	1
Interest rate swaps	—		19		—		19
	$	1	$	19	$	—	$	20

There were no significant assets or liabilities in the Company's Consolidated Balance Sheets measured at fair value on a nonrecurring basis. Business acquisitions are recorded at fair value as further described in Note 4, Business Acquisitions.

Recurring Fair Value Measurements

Money Market Funds

Money market funds include highly liquid investments with a maturity of three or fewer months. They are valued using quoted market prices in active markets and are classified under Level 1 within the fair value hierarchy.

Derivative Financial Instruments

The Company uses interest rate swaps, designated as cash flow hedges, to manage its exposure to interest rate movements in connection with its variable-rate Initial Term Loan Facility (as defined in Note 12, Debt).

On August 1, 2017, USF entered into four-year interest rate swap agreements with a notional amount of $1.1 billion, reducing to $825 million in the fourth year. These swaps effectively converted approximately half of the principal amount of the Initial Term Loan Facility from a variable to a fixed rate loan.

On May 31, 2019, an interest rate swap agreement with a notional amount of $367 million was terminated, and the Company received cash proceeds of $1 million, the fair value of the interest rate swap on the termination date. The proceeds were recorded as cash provided by operating activities in the Company's Consolidated Statement of Cash Flows. The $1 million gain from the termination of the interest rate swap agreement remains in accumulated other comprehensive loss and is being amortized to interest expense through July 31, 2021, the remaining term of the original interest rate swap agreement.

After giving effect to the termination of the interest rate swap agreement, the remaining interest rate swap agreements collectively have a notional value of $733 million, reducing to $550 million on July 31, 2020. The Company pays an aggregate effective rate of 3.70% on the notional amount of the Initial Term Loan Facility covered by the interest rate swap agreements, comprised of 1.70% plus a spread of 2.00% (see Note 12, Debt).

The Company records its interest rate swaps in its Consolidated Balance Sheets at fair value, based on projections of cash flows and future interest rates. The determination of fair value includes the consideration of any credit valuation adjustments necessary, giving consideration to the creditworthiness of the respective counterparties and the Company. The following table presents the balance sheet location and fair value of the interest rate swaps as of September 28, 2019 and December 29, 2018:

		Fair Value
	Balance Sheet Location	September 28, 2019		December 29, 2018
Derivatives designated as hedging instruments
Interest rate swaps	Other current assets	$	—	$	8
Interest rate swaps	Other assets	—		11
	Total assets	—		19
Interest rate swaps	Other long-term liabilities	2		—
	Net position	$	2	$	19

Gains and losses on the interest rate swaps are initially recorded in accumulated other comprehensive loss and reclassified to interest expense during the period in which the hedged transaction affects income. The following table presents the effect of the Company’s interest rate swaps in its Consolidated Statements of Comprehensive Income for the 13 weeks and 39 weeks ended September 28, 2019 and September 29, 2018:

Derivatives in Cash Flow Hedging Relationships	Amount of (Loss) Gain Recognized in Accumulated Other Comprehensive Loss, net of tax			Location of Amounts Reclassified from Accumulated Other Comprehensive Loss	Amount of Gain Reclassified from Accumulated Other Comprehensive Loss to Income, net of tax
For the 13 weeks ended September 28, 2019
Interest rate swaps	$	—		Interest expense—net	$	(1	)
For the 13 weeks ended September 29, 2018
Interest rate swaps	$	2		Interest expense—net	$	(1	)
For the 39 weeks ended September 28, 2019
Interest rate swaps	$	(11	)	Interest expense—net	$	(4	)
For the 39 weeks ended September 29, 2018
Interest rate swaps	$	14		Interest expense—net	$	(1	)

During the next twelve months, the Company estimates that a de minimis amount will be reclassified from accumulated other comprehensive loss to income.

Other Fair Value Measurements

The carrying value of cash, restricted cash, accounts receivable, cash overdraft liability, accounts payable and accrued expenses approximate their fair values due to their short-term maturities.

The fair value of the Company’s total debt approximated its carrying value of $4.9 billion and $3.5 billion as of September 28, 2019 and December 29, 2018, respectively. The fair value of the Company’s 5.88% unsecured Senior Notes due June 15, 2024 (the “Senior Notes”), was $0.6 billion as of both September 28, 2019 and December 29, 2018, based upon the closing market prices of the Senior Notes on both dates, and is classified under Level 2 of the fair value hierarchy. The fair value of the balance of the Company’s debt is primarily classified under Level 3 of the fair value hierarchy, with fair value estimated based upon a combination of the cash outflows expected under these debt facilities, interest rates that are currently available to the Company for debt with similar terms, and estimates of the Company’s overall credit risk.

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Commitments and Contingencies - Additional Information (Detail) $ in Millions	Sep. 28, 2019 USD ($)
Purchase orders and contract commitments
Unrecorded Unconditional Purchase Obligation [Line Items]
Purchase commitments	$ 959
Information technology commitments
Unrecorded Unconditional Purchase Obligation [Line Items]
Purchase commitments	55
Diesel fuel
Unrecorded Unconditional Purchase Obligation [Line Items]
Purchase commitments	106
Electricity
Unrecorded Unconditional Purchase Obligation [Line Items]
Purchase commitments	$ 5

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Retirement Plans - Additional Information (Detail) - USD ($) $ in Millions	3 Months Ended			9 Months Ended		12 Months Ended
	Dec. 28, 2019	Sep. 28, 2019	Sep. 29, 2018	Sep. 28, 2019	Sep. 29, 2018	Dec. 28, 2019
Defined Benefit Plan Disclosure [Line Items]
Settlements		$ 3	$ 0	$ 3	$ 0
Employer matching contribution		13	11	38	36
Multiemployer plan contributions		$ 10	$ 9	$ 28	$ 27
Subsequent event
Defined Benefit Plan Disclosure [Line Items]
Settlement payments						$ 75
Settlements	$ 16					$ 19

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Assets Held for Sale Assets Held for Sale - Additional Information (Detail) $ in Millions	9 Months Ended
	Sep. 28, 2019 USD ($)
Assets held for sale
Movement in Property, Plant and Equipment [Roll Forward]
Assets sold	$ 6

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Fair Value Measurements - Schedule of Fair Value Assets and Liabilities (Detail) - USD ($) $ in Millions	Sep. 28, 2019	Dec. 29, 2018
Assets
Money market funds		$ 1
Interest rate swaps		19
Total assets		20
Interest rate swap liability	$ 2
Level 1
Assets
Money market funds		1
Interest rate swaps		0
Total assets		1
Interest rate swap liability	0
Level 2
Assets
Money market funds		0
Interest rate swaps		19
Total assets		19
Interest rate swap liability	2
Level 3
Assets
Money market funds		0
Interest rate swaps		0
Total assets		$ 0
Interest rate swap liability	$ 0
Senior Notes due 2024 | Senior notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Interest rate (percent)	5.88%

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Debt - Schedule of Components of Total Debt (Detail) - USD ($) $ in Thousands	Sep. 28, 2019	Dec. 29, 2018
Debt Instrument [Line Items]
Total debt	$ 4,924,000	$ 3,457,000
Current portion of long-term debt	(136,000)	(106,000)
Long-term debt	$ 4,788,000	3,351,000
ABL Facility | Revolving credit facility
Debt Instrument [Line Items]
Interest rate (percent)	3.48%
Total debt	$ 138,000	81,000
ABS Facility | Revolving credit facility
Debt Instrument [Line Items]
Interest rate (percent)	2.98%
Total debt	$ 215,000	275,000
Term Loan Facility A | Senior secured term loan facility
Debt Instrument [Line Items]
Interest rate (percent)	4.11%
Total debt	$ 2,129,000	2,145,000
Unamortized deferred financing costs	$ 5	6
Term Loan Facility B | Senior secured term loan facility
Debt Instrument [Line Items]
Interest rate (percent)	4.04%
Total debt	$ 1,464,000	0
Senior Notes due 2024 | Senior notes
Debt Instrument [Line Items]
Interest rate (percent)	5.88%
Total debt	$ 595,000	595,000
Unamortized deferred financing costs	5	5
Obligations under financing leases | Lease agreements
Debt Instrument [Line Items]
Total debt	375,000	352,000
Other debt | Other debt obligations
Debt Instrument [Line Items]
Total debt	$ 8,000	$ 9,000
Minimum | Obligations under financing leases | Lease agreements
Debt Instrument [Line Items]
Interest rate (percent)	2.00%
Minimum | Other debt
Debt Instrument [Line Items]
Interest rate (percent)	5.75%
Maximum | Obligations under financing leases | Lease agreements
Debt Instrument [Line Items]
Interest rate (percent)	6.17%
Maximum | Other debt
Debt Instrument [Line Items]
Interest rate (percent)	9.00%

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Debt - Term Loan Agreement (Detail) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 28, 2019	Sep. 28, 2019	Dec. 29, 2018
Debt Instrument [Line Items]
Current borrowings	$ 4,924,000,000	$ 4,924,000,000	$ 3,457,000,000
Senior secured term loan facility | Term Loan Facility A
Debt Instrument [Line Items]
Current borrowings	$ 2,129,000,000	$ 2,129,000,000	2,145,000,000
Senior secured term loan facility | Term Loan Facility A | Interest rate swap
Debt Instrument [Line Items]
Aggregate interest rate (percent)	3.70%	3.70%
Senior secured term loan facility | Term Loan Facility B
Debt Instrument [Line Items]
Debt Instrument, Periodic Payment, Principal	$ 3,800,000
Current borrowings	1,464,000,000	$ 1,464,000,000	$ 0
Long-term Debt, Gross	1,500,000,000	$ 1,500,000,000
Repricing Transaction Premium Percent		1.00%
Senior secured term loan facility | Term Loan Facility B | London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument [Line Items]
Margin spread on variable rate (percent)		2.00%
Senior secured term loan facility | Term Loan Facility B | Alternative Base Rate [Member]
Debt Instrument [Line Items]
Margin spread on variable rate (percent)		1.00%
Senior secured term loan facility | Term Loan Facility B | Amortizable Rate per Annum [Domain]
Debt Instrument [Line Items]
Debt Instrument, Periodic Payment, Principal	$ 0.0100

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Leases - Location of Lease Costs (Details) - USD ($) $ in Millions	3 Months Ended	9 Months Ended
	Sep. 28, 2019	Sep. 28, 2019
Lease, Cost [Abstract]
Operating lease cost	$ 7	$ 21
Amortization of leased assets	21	60
Interest on lease liabilities	3	9
Variable lease cost	2	5
Net lease cost	$ 33	$ 95

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Inventories (Detail) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 28, 2019	Sep. 29, 2018	Sep. 28, 2019	Sep. 29, 2018	Dec. 29, 2018
Inventory Disclosure [Abstract]
LIFO balance sheet reserves	$ 143		$ 143		$ 130
Increase (decrease) of cost of goods sold from changes in LIFO reserves	$ 1	$ (9)	$ 13	$ (1)

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Business Acquisitions Schedule of Business Acquisitions (Details) - USD ($) $ in Millions	9 Months Ended
	Sep. 28, 2019	Dec. 29, 2018
Business Acquisition [Line Items]
Goodwill	$ 4,728	$ 3,967
Liabilities of discontinued operations	(27)	0
Customer Relationships
Business Acquisition [Line Items]
Customer relationships	$ 806	$ 154
Maximum | Customer Relationships
Business Acquisition [Line Items]
Estimated useful lives of intangible assets (in years)	15 years
Food Group
Business Acquisition [Line Items]
Accounts receivable	$ 145
Inventories	166
Assets of discontinued operations	142
Other current assets	7
Property and equipment	200
Goodwill	761
Other intangibles	691
Other assets	47
Accounts payable	(200)
Accrued expenses and other current liabilities	(61)
Liabilities of discontinued operations	(27)
Other long-term liabilities, including financing leases	(42)
Cash paid for acquisition	1,829
Indefinite-lived trade names	39
Food Group | Customer Relationships
Business Acquisition [Line Items]
Customer relationships	$ 652
Food Group | Maximum | Customer Relationships
Business Acquisition [Line Items]
Estimated useful lives of intangible assets (in years)	15 years

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Recent Accounting Pronouncements (Details) - USD ($) $ in Millions	Sep. 28, 2019	Dec. 30, 2018
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Operating lease assets	$ 136
Operating lease liabilities	$ 163
Accounting Standards Update 2016-02
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Operating lease assets		$ 100
Operating lease liabilities		$ 100

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Retirement Plans

9 Months Ended

Sep. 28, 2019

Retirement Benefits [Abstract]

Retirement Plans

RETIREMENT PLANS

The Company has defined benefit and defined contribution retirement plans for its employees and provides certain postretirement health and welfare benefits to eligible retirees and their dependents.

The components of net periodic pension benefit costs (credits) for Company sponsored defined benefit plans were as follows:

	13 Weeks Ended						39 Weeks Ended
	September 28, 2019			September 29, 2018			September 28, 2019			September 29, 2018
Components of net periodic pension benefit costs (credits)
Service cost	$	1		$	1		$	2		$	2
Interest cost	10			10			28			28
Expected return on plan assets	(13		)	(13		)	(37		)	(39		)
Amortization of net loss	1			—			3			2
Settlements	3			—			3			—
Net periodic pension benefit costs (credits)	$	2		$	(2	)	$	(1	)	$	(7	)

Other postretirement net periodic benefit costs were de minimis for both the 13 weeks and 39 weeks ended September 28, 2019 and September 29, 2018.

The service cost component of net periodic pension benefit credits is included in distribution, selling and administrative costs, while the other components of net periodic pension benefit credits are included in other expense (income)—net, respectively, in the Company's Consolidated Statements of Comprehensive Income.

In the third quarter of 2019, the Company amended its defined benefit plan to offer certain terminated plan participants with vested benefits the opportunity to elect to receive an immediate lump sum payment. In addition, the Company intends to spin-off certain active participants with small accrued benefits and retirees into a separate plan and terminate that plan in order to allow those participants the ability to receive an immediate lump sum payout, with any remaining liabilities transferring to an insurance company through the purchase by the Company of an annuity contract. Estimated pension obligation settlement payments related to these transactions of approximately $75 million will be paid from pension plan assets through a combination of lump sum payments and purchased annuities. The Company expects to incur non-cash settlement charges of approximately $19 million in fiscal year 2019, including approximately $16 million in the fourth quarter when the settlements in connection with these transactions are expected to be paid. The $3 million of settlement charges incurred during the third quarter of fiscal year 2019 relate to ordinary course lump sum payment elections as provided under the current plan. Settlement charges are included in other expense (income)—net in the Company's Consolidated Statements of Comprehensive Income.

The Company does not expect to make a significant contribution to its Company sponsored defined benefit plans in fiscal year 2019.

Certain employees are eligible to participate in the Company's 401(k) savings plan. The Company made employer matching contributions to the 401(k) plan of $13 million and $11 million for the 13 weeks ended September 28, 2019 and September 29, 2018, respectively, and $38 million and $36 million for the 39 weeks ended September 28, 2019 and September 29, 2018, respectively.

The Company is also required to contribute to various multiemployer pension plans under certain of its collective bargaining agreements. The Company’s contributions to these plans were $10 million and $9 million for the 13 weeks ended September 28, 2019 and September 29, 2018, respectively, and $28 million and $27 million for the 39 weeks ended September 28, 2019 and September 29, 2018, respectively.

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Commitments and Contingencies

9 Months Ended

Sep. 28, 2019

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

COMMITMENTS AND CONTINGENCIES

Purchase Commitments—The Company enters into purchase orders with vendors and other parties in the ordinary course of business and has a limited number of purchase contracts with certain vendors that require it to buy a predetermined volume of products. As of September 28, 2019, the Company had $959 million of purchase orders and purchase contract commitments to be purchased in the remainder of fiscal year 2019 and $55 million of information technology commitments through May 2024 that are not recorded in the Company's Consolidated Balance Sheets.

To minimize fuel cost risk, the Company enters into forward purchase commitments for a portion of its projected diesel fuel requirements. As of September 28, 2019, the Company had diesel fuel forward purchase commitments totaling $106 million through February 2021. Additionally, as of September 28, 2019, the Company had electricity forward purchase commitments totaling $5 million through December 2021. The Company does not measure its forward purchase commitments for fuel and electricity at fair value, as the amounts under contract meet the physical delivery criteria in the normal purchase exception.

Legal Proceedings—The Company is subject to a number of legal proceedings arising in the normal course of business. These legal proceedings, whether pending, threatened or unasserted, if decided adversely to or settled by the Company, may result in liabilities material to its financial position, results of operations, or cash flows. The Company has recognized provisions with respect to the proceedings, where appropriate, in its Consolidated Balance Sheets. It is possible that the Company could be required to make expenditures, in excess of the established provisions, in amounts that cannot be reasonably estimated. However, the Company believes that the ultimate resolution of these proceedings will not have a material adverse effect on its consolidated financial position, results of operations or cash flows.

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Business Acquisitions Business Acquisitions (Tables)

9 Months Ended

Sep. 28, 2019

Business Combinations [Abstract]

Purchase Price Allocation

The following table summarizes the preliminary purchase price allocation recognized for the acquisition based on preliminary estimates of the fair value of the assets acquired and the liabilities assumed. The allocation is dependent upon certain valuation and other analyses and studies that have not yet been completed. Accordingly, the preliminary purchase price allocation is subject to further adjustment as additional information becomes available and final valuations are completed. There can be no assurances that these final valuations and additional analyses and studies will not result in significant changes to the preliminary estimates of fair value set forth below.

	Preliminary Purchase Price Allocation
Accounts receivable	$	145
Inventories	166
Assets of discontinued operations	142
Other current assets	7
Property and equipment	200
Goodwill(1)	761
Other intangibles(2)	691
Other assets	47
Accounts payable	(200		)
Accrued expenses and other current liabilities	(61		)
Liabilities of discontinued operations	(27		)
Other long-term liabilities, including financing leases	(42		)
Cash paid for acquisition	$	1,829

(1) Goodwill recognized is primarily attributable to expected synergies from the combined company, as well as intangible assets that do not qualify for separate recognition. The acquired goodwill is deductible for U.S. federal income tax purposes.

(2)

Other intangible assets consist of customer relationships of $652 million with estimated useful lives of 15 years and indefinite-lived brand names and trademarks of $39 million.

Pro Forma Information

The following table presents the Company’s unaudited pro forma consolidated net sales, net income and earnings per share (“EPS”) for the 13 weeks and 39 weeks ended September 28, 2019 and September 29, 2018, respectively. The unaudited pro forma financial information includes the historical results of operations of the Company and the Food Group, giving effect to the acquisition and related financing as if they had occurred as of December 31, 2017, which was the first day of the Company’s fiscal year 2018.

	13 Weeks Ended				39 Weeks Ended
	September 28, 2019		September 29, 2018		September 28, 2019		September 29, 2018
Pro forma net sales	$	7,195	$	6,907	$	21,086	$	20,265
Pro forma net income	$	123	$	120	$	305	$	294
Pro forma earnings per share:
Basic	$	0.56	$	0.55	$	1.40	$	1.36
Diluted	$	0.56	$	0.55	$	1.39	$	1.35

Divested Entities Pro Forma Information

The unaudited pro forma financial information for all periods presented above excludes the results of operations related to the Divested Assets, as the results of operations related to the Divested Assets are reflected as discontinued operations. Unaudited net sales, net income and EPS related to the Divested Assets for the 13 weeks and 39 weeks ended September 28, 2019 and September 29, 2018, respectively, are as follows:

	13 Weeks Ended				39 Weeks Ended
	September 28, 2019		September 29, 2018		September 28, 2019		September 29, 2018
Pro forma net sales	$	114	$	136	$	372	$	390
Pro forma net income	$	3	$	4	$	6	$	8
Pro forma earnings per share:
Basic	$	0.02	$	0.02	$	0.03	$	0.04
Diluted	$	0.01	$	0.02	$	0.03	$	0.04

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Recent Accounting Pronouncements

9 Months Ended

Sep. 28, 2019

Accounting Changes and Error Corrections [Abstract]

Recent Accounting Pronouncements

RECENT ACCOUNTING PRONOUNCEMENTS

Recently Adopted Accounting Pronouncements

In February 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2018-02, Income Statement, Reporting Comprehensive Income (Topic 220), Reclassification of Certain Tax Effects From Accumulated Other Comprehensive Income. This new guidance permits an entity to reclassify the income tax effects of the Tax Cuts and Jobs Act of 2017 (the “Tax Act”) on items within accumulated other comprehensive income to retained earnings. The Company adopted this guidance as of the beginning of fiscal year 2019 and elected not to reclassify the income tax effects of the Tax Act from accumulated other comprehensive income to retained earnings.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which supersedes Accounting Standards Codification (“ASC”) 840, Leases, and has issued subsequent amendments to Topic 842. The Company adopted Topic 842 on December 30, 2018, the effective and initial application date, using the modified retrospective approach. The Company elected from the package of practical expedients permitted under the transition guidance within Topic 842, which, among other things, allowed the Company to carry forward the historical lease classification. Adoption of Topic 842 resulted in the recording of additional net lease assets and lease liabilities of approximately $100 million, as of December 30, 2018. The initial adoption of Topic 842 did not materially impact the Company’s Consolidated Statement of Comprehensive Income and Consolidated Statement of Cash Flows. The Company has revised its relevant policies and procedures, as applicable, to meet the new accounting, reporting and disclosure requirements of Topic 842. See Note 14, Leases.

Recently Issued Accounting Pronouncements

In August 2018, the FASB issued ASU No. 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, which provides new guidance on the accounting for implementation, set-up, and other upfront costs incurred in a hosted cloud computing arrangement. Under the new guidance, entities will apply the same criteria for capitalizing implementation costs as they would for an internal-use software license arrangement. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. This ASU can be adopted prospectively to eligible costs

incurred on or after the date of adoption or retrospectively. The Company does not expect the adoption of the guidance under the new standard to materially affect its financial position or results of operations.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which requires entities to use a forward looking, expected loss model to estimate credit losses. It also requires additional disclosure related to credit quality of trade and other receivables, including information related to management’s estimate of credit allowances. ASU 2016-13 was further amended in November 2018 by ASU 2018-19, Codification Improvements to Topic 236, Financial Instrument-Credit Losses. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. The Company does not expect the adoption of the provisions of the new standard to materially affect its financial position or results of operations.

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Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) shares in Millions, $ in Millions	3 Months Ended		9 Months Ended
	Sep. 28, 2019	Sep. 29, 2018	Sep. 28, 2019	Sep. 29, 2018
Statement of Comprehensive Income [Abstract]
Net sales	$ 6,531	$ 6,153	$ 19,005	$ 18,134
Cost of goods sold	5,375	5,045	15,655	14,920
Gross profit	1,156	1,108	3,350	3,214
Operating expenses:
Distribution, selling and administrative costs	968	929	2,837	2,725
Restructuring costs	0	0	0	1
Total operating expenses	968	929	2,837	2,726
Operating income	188	179	513	488
Other expense (income)—net	1	(3)	(3)	(9)
Interest expense—net	43	42	127	133
Income before income taxes	144	140	389	364
Income tax provision	39	26	97	57
Income from continuing operations	105	114	292	307
Income from discontinued operations—net of tax	1	0	1	0
Net income	106	114	293	307
Other comprehensive income—net of tax:
Changes in retirement benefit obligations	3	0	5	26
Unrecognized (loss) gain on interest rate swaps	(1)	2	(15)	14
Comprehensive income	$ 108	$ 116	$ 283	$ 347
Net income per share—basic:
Continuing operations	$ 0.48	$ 0.53	$ 1.33	$ 1.42
Discontinued operations	0.01	0	0.01	0
Net income per share	0.49	0.53	1.34	1.42
Net income per share—diluted:
Continuing operations	0.47	0.52	1.33	1.41
Discontinued operations	0.01	0	0.01	0
Net income per share	$ 0.48	$ 0.52	$ 1.34	$ 1.41
Weighted-average common shares outstanding
Basic	218	217	218	216
Diluted	220	218	219	218

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Debt - ABS Facility (Detail) - USD ($)	9 Months Ended
	Sep. 28, 2019	Dec. 29, 2018
Debt Instrument [Line Items]
Current borrowings	$ 4,924,000,000	$ 3,457,000,000
Revolving credit facility | ABS Facility
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity	800,000,000
Current borrowings	215,000,000	$ 275,000,000
Available capacity	570,000,000
Debt issuance costs	$ 1,000,000
Revolving credit facility | ABS Facility | Minimum
Debt Instrument [Line Items]
Unused capacity, commitment fee (percentage)	0.35%
Revolving credit facility | ABS Facility | Maximum
Debt Instrument [Line Items]
Unused capacity, commitment fee (percentage)	0.45%
Revolving credit facility | ABS Facility | London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument [Line Items]
Margin spread on variable rate (percent)	0.95%

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Leases - Balance Sheet Location of ROU Assets and Lease Liabilities (Detail) $ in Millions	Sep. 28, 2019 USD ($)
ASSETS
Operating	$ 136
Financing	353
Total leased assets	489
Current
Operating	37
Financing	99
Noncurrent:
Operating	126
Financing	276
Total lease liabilities	538
Amortization of leased assets	$ 257

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Business Acquisitions Business Acquisitions Pro Forma Information (Details) - Food Group - USD ($) $ / shares in Units, $ in Millions	3 Months Ended		9 Months Ended
	Sep. 28, 2019	Sep. 29, 2018	Sep. 28, 2019	Sep. 29, 2018
Business Acquisition [Line Items]
Pro forma net sales	$ 7,195	$ 6,907	$ 21,086	$ 20,265
Pro forma net income	$ 123	$ 120	$ 305	$ 294
Pro forma basic earnings per share (per share)	$ 0.56	$ 0.55	$ 1.40	$ 1.36
Pro forma diluted earnings per share (per share)	$ 0.56	$ 0.55	$ 1.39	$ 1.35

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Schedule of Disaggregation of Revenue (Detail) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 28, 2019	Sep. 29, 2018	Sep. 28, 2019	Sep. 29, 2018
Disaggregation of Revenue [Line Items]
Net sales	$ 6,531	$ 6,153	$ 19,005	$ 18,134
Meats and seafood
Disaggregation of Revenue [Line Items]
Net sales	2,352	2,198	6,849	6,484
Dry grocery products
Disaggregation of Revenue [Line Items]
Net sales	1,100	1,070	3,254	3,181
Refrigerated and frozen grocery products
Disaggregation of Revenue [Line Items]
Net sales	1,054	979	3,076	2,896
Dairy
Disaggregation of Revenue [Line Items]
Net sales	689	646	1,955	1,906
Equipment, disposables and supplies
Disaggregation of Revenue [Line Items]
Net sales	628	594	1,822	1,722
Beverage products
Disaggregation of Revenue [Line Items]
Net sales	352	337	1,029	991
Produce
Disaggregation of Revenue [Line Items]
Net sales	$ 356	$ 329	$ 1,020	$ 954

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Accounts Receivable Financing Program (Detail) - USD ($) $ in Billions	Sep. 28, 2019	Dec. 29, 2018
ABS Facility
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable	$ 1.1	$ 1.0

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Revenue Recognition (Tables)

9 Months Ended

Sep. 28, 2019

Revenue from Contract with Customer [Abstract]

Disaggregation of revenue by principal product categories

The following table presents the disaggregation of revenue for each of the Company’s principal product categories:

	13 Weeks Ended				39 Weeks Ended
	September 28, 2019		September 29, 2018		September 28, 2019		September 29, 2018
Meats and seafood	$	2,352	$	2,198	$	6,849	$	6,484
Dry grocery products	1,100		1,070		3,254		3,181
Refrigerated and frozen grocery products	1,054		979		3,076		2,896
Dairy	689		646		1,955		1,906
Equipment, disposables and supplies	628		594		1,822		1,722
Beverage products	352		337		1,029		991
Produce	356		329		1,020		954
Net sales	$	6,531	$	6,153	$	19,005	$	18,134

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Leases

9 Months Ended

Sep. 28, 2019

Leases [Abstract]

Operating leases

LEASES

The Company leases certain distribution and warehouse facilities, office facilities, fleet vehicles, and office and warehouse equipment. The Company determines if an arrangement is a lease at inception and recognizes a financing or operating lease liability and right-of-use (“ROU”) asset in the Company’s Consolidated Balance Sheets. ROU assets and lease liabilities are recognized based on the present value of future minimum lease payments over the lease term at commencement date. For the Company’s leases that do not provide an implicit borrowing rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. The lease terms may include options to extend, terminate or buy out the lease. When it is reasonably certain that the Company will exercise these options, they are included in ROU assets and the estimated lease liabilities. Leases with an initial term of 12 months or less are not recorded in the Company's Consolidated Balance Sheets. The Company recognizes lease expense for these leases on a straight-line basis over the lease term. The Company has lease agreements with lease and non-lease components, which are accounted for separately. For office and warehouse equipment leases, the Company accounts for the lease and non-lease components as a single lease component. Variable lease payments that do not depend on an index or a rate, such as insurance and property taxes, are excluded from the measurement of the lease liability and are recognized as variable lease cost when the obligation for that payment is incurred.

The following table presents the location of the ROU assets and lease liabilities in the Company’s Consolidated Balance Sheet as of September 28, 2019:

Leases	Consolidated Balance Sheet Location	September 28, 2019
Assets
Operating	Other assets	$	136
Financing	Property and equipment-net(1)	353
Total leased assets		$	489
Liabilities
Current:
Operating	Accrued expenses and other current liabilities	$	37
Financing	Current portion of long-term debt	99
Noncurrent:
Operating	Other long-term liabilities	126
Financing	Long-term debt	276
Total lease liabilities		$	538

(1) Financing lease assets are recorded net of accumulated amortization of $257 million as of September 28, 2019.

The following table presents the location of lease costs in the Company's Consolidated Statement of Comprehensive Income:

		13 Weeks Ended		39 Weeks Ended
Lease Cost	Statement of Comprehensive Income Location	September 28, 2019		September 28, 2019
Operating lease cost	Distribution, selling and administrative costs	$	7	$	21
Financing lease cost:
Amortization of leased assets	Distribution, selling and administrative costs	21		60
Interest on lease liabilities	Interest expense-net	3		9
Variable lease cost	Distribution, selling and administrative costs	2		5
Net lease cost		$	33	$	95

Future lease payments under lease agreements as of September 28, 2019 were as follows:

Maturity of Lease Liabilities	Operating Leases			Financing Leases			Total
Remainder of 2019	$	11		$	34		$	45
2020	47			105			152
2021	39			83			122
2022	34			60			94
2023	29			57			86
2024	7			40			47
After 2024	25			26			51
Total lease payments	192			405			597
Less amount representing interest	(29		)	(30		)	(59		)
Present value of lease liabilities	$	163		$	375		$	538

Future minimum lease payments in effect as of December 29, 2018 under noncancelable lease arrangements, as determined prior to the adoption of Topic 842, were as follows:

Future Minimum Lease Payments(1)	Operating Leases			Financing Leases			Total
2019	$	34		$	95		$	129
2020	34			84			118
2021	30			71			101
2022	27			54			81
2023	23			43			66
After 2023	7			38			45
Total lease payments	155			385			540
Less amount representing interest	(4		)	(33		)	(37		)
Present value of minimum lease payments	$	151		$	352		$	503

(1) Information in this table has been conformed to the current year presentation under Topic 842.

Other information related to lease agreements for the 39 weeks ended September 28, 2019 was as follows:

	39 Weeks Ended
Cash Paid For Amounts Included In Measurement of Liabilities	September 28, 2019
Operating cash flows from operating leases	$	24
Operating cash flows from financing leases	9
Financing cash flows from financing leases	49

Lease Term and Discount Rate	September 28, 2019
Weighted-average remaining lease term (years):
Operating leases	5.80
Financing leases	5.30
Weighted-average discount rate:
Operating leases	4.6	%
Financing leases	3.5	%

Finance leases

LEASES

The Company leases certain distribution and warehouse facilities, office facilities, fleet vehicles, and office and warehouse equipment. The Company determines if an arrangement is a lease at inception and recognizes a financing or operating lease liability and right-of-use (“ROU”) asset in the Company’s Consolidated Balance Sheets. ROU assets and lease liabilities are recognized based on the present value of future minimum lease payments over the lease term at commencement date. For the Company’s leases that do not provide an implicit borrowing rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. The lease terms may include options to extend, terminate or buy out the lease. When it is reasonably certain that the Company will exercise these options, they are included in ROU assets and the estimated lease liabilities. Leases with an initial term of 12 months or less are not recorded in the Company's Consolidated Balance Sheets. The Company recognizes lease expense for these leases on a straight-line basis over the lease term. The Company has lease agreements with lease and non-lease components, which are accounted for separately. For office and warehouse equipment leases, the Company accounts for the lease and non-lease components as a single lease component. Variable lease payments that do not depend on an index or a rate, such as insurance and property taxes, are excluded from the measurement of the lease liability and are recognized as variable lease cost when the obligation for that payment is incurred.

The following table presents the location of the ROU assets and lease liabilities in the Company’s Consolidated Balance Sheet as of September 28, 2019:

Leases	Consolidated Balance Sheet Location	September 28, 2019
Assets
Operating	Other assets	$	136
Financing	Property and equipment-net(1)	353
Total leased assets		$	489
Liabilities
Current:
Operating	Accrued expenses and other current liabilities	$	37
Financing	Current portion of long-term debt	99
Noncurrent:
Operating	Other long-term liabilities	126
Financing	Long-term debt	276
Total lease liabilities		$	538

(1) Financing lease assets are recorded net of accumulated amortization of $257 million as of September 28, 2019.

The following table presents the location of lease costs in the Company's Consolidated Statement of Comprehensive Income:

		13 Weeks Ended		39 Weeks Ended
Lease Cost	Statement of Comprehensive Income Location	September 28, 2019		September 28, 2019
Operating lease cost	Distribution, selling and administrative costs	$	7	$	21
Financing lease cost:
Amortization of leased assets	Distribution, selling and administrative costs	21		60
Interest on lease liabilities	Interest expense-net	3		9
Variable lease cost	Distribution, selling and administrative costs	2		5
Net lease cost		$	33	$	95

Future lease payments under lease agreements as of September 28, 2019 were as follows:

Maturity of Lease Liabilities	Operating Leases			Financing Leases			Total
Remainder of 2019	$	11		$	34		$	45
2020	47			105			152
2021	39			83			122
2022	34			60			94
2023	29			57			86
2024	7			40			47
After 2024	25			26			51
Total lease payments	192			405			597
Less amount representing interest	(29		)	(30		)	(59		)
Present value of lease liabilities	$	163		$	375		$	538

Future minimum lease payments in effect as of December 29, 2018 under noncancelable lease arrangements, as determined prior to the adoption of Topic 842, were as follows:

Future Minimum Lease Payments(1)	Operating Leases			Financing Leases			Total
2019	$	34		$	95		$	129
2020	34			84			118
2021	30			71			101
2022	27			54			81
2023	23			43			66
After 2023	7			38			45
Total lease payments	155			385			540
Less amount representing interest	(4		)	(33		)	(37		)
Present value of minimum lease payments	$	151		$	352		$	503

(1) Information in this table has been conformed to the current year presentation under Topic 842.

Other information related to lease agreements for the 39 weeks ended September 28, 2019 was as follows:

	39 Weeks Ended
Cash Paid For Amounts Included In Measurement of Liabilities	September 28, 2019
Operating cash flows from operating leases	$	24
Operating cash flows from financing leases	9
Financing cash flows from financing leases	49

Lease Term and Discount Rate	September 28, 2019
Weighted-average remaining lease term (years):
Operating leases	5.80
Financing leases	5.30
Weighted-average discount rate:
Operating leases	4.6	%
Financing leases	3.5	%

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Income Taxes

9 Months Ended

Sep. 28, 2019

Income Tax Disclosure [Abstract]

Income taxes

INCOME TAXES

The determination of the Company’s overall effective income tax rate requires the use of estimates. The effective income tax rate reflects the income earned and taxed in various United States federal and state jurisdictions based on enacted tax law, permanent differences between book and tax items, tax credits and the Company’s change in relative income in each jurisdiction.

The Company estimated its annual effective income tax rate for the full fiscal year and applied the annual effective income tax rate to the results of the 39 weeks ended September 28, 2019 and September 29, 2018 for purposes of determining its year-to-date tax provision.

For the 13 weeks ended September 28, 2019, the Company's effective income tax rate of 27% differed from the 21% federal corporate income tax rate primarily as a result of state income taxes and the recognition of various discrete tax items. These discrete tax items included a tax expense of $2 million primarily related to a change in valuation allowance. For the 13 weeks ended September 29, 2018, the Company's effective income tax rate of 19% 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 $4 million primarily related to the adjustments finalizing provisional amounts recorded as of December 30, 2017 in connection with the reduction of the federal corporate income tax rate under the Tax Act and a tax benefit of $4 million primarily related to the reduction of an unrecognized tax benefit due to the receipt of an affirmative written consent from the Internal Revenue Service (the "IRS") to change a method of accounting.

For the 39 weeks ended September 28, 2019, the Company's effective income tax rate of 25% differed from the 21% federal corporate income tax rate primarily as a result of state income taxes and the recognition of various discrete tax items. These discrete tax items included a tax benefit of $3 million primarily related to excess tax benefits associated with share-based compensation. For the 39 weeks ended September 29, 2018, the Company's effective income tax rate of 16% 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 $21 million primarily related to the reduction of an unrecognized tax benefit due to the receipt of an affirmative written consent from the IRS to change a method of accounting, a tax benefit of $6 million primarily related to excess tax benefits associated with share-based compensation and a tax benefit of $8 million primarily related to the adjustments finalizing provisional amounts recorded as of December 30, 2017 in connection with the reduction of the federal corporate income tax rate under the Tax Act.

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Document and Entity Information - shares	9 Months Ended
	Sep. 28, 2019	Oct. 31, 2019
Document And Entity Information [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 28, 2019
Document Transition Report	false
Entity File Number	001-37786
Entity Registrant Name	US FOODS HOLDING CORP.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	26-0347906
Entity Address, Address Line One	9399 W. Higgins Road
Entity Address, Address Line Two	Suite 100
Entity Address, City or Town	Rosemont
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60018
City Area Code	847
Local Phone Number	720-8000
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	USFD
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Outstanding (in shares)		219,421,457
Amendment Flag	false
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	Q3
Entity Central Index Key	0001665918
Current Fiscal Year End Date	--12-28
Entity Small Business	false

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Consolidated Statements of Shareholders' Equity - USD ($) shares in Millions, $ in Millions	Total	Common shares	Additional Paid-In Capital	Retained Earnings	Accumulated Other Comprehensive Loss
Shares balance beginning of period (in shares) at Dec. 30, 2017		215
Balance at beginning of period at Dec. 30, 2017	$ 2,751	$ 2	$ 2,720	$ 124	$ (95)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share-based compensation expense	7		7
Proceeds from employee stock purchase plan	4		4
Exercise of stock options (in shares)		1
Exercise of stock options	7		7
Changes in retirement benefit obligations, net of income tax	1				1
Unrecognized gain (loss) on interest rate swaps, net of income tax	9				9
Net income	67			67
Shares balance end of period (in shares) at Mar. 31, 2018		216
Balance at end of period at Mar. 31, 2018	2,846	$ 2	2,738	191	(85)
Shares balance beginning of period (in shares) at Dec. 30, 2017		215
Balance at beginning of period at Dec. 30, 2017	2,751	$ 2	2,720	124	(95)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Changes in retirement benefit obligations, net of income tax	26
Net income	$ 307
Shares balance end of period (in shares) at Sep. 29, 2018	217
Balance at end of period at Sep. 29, 2018	$ 3,146	$ 2	2,768	431	(55)
Shares balance beginning of period (in shares) at Mar. 31, 2018		216
Balance at beginning of period at Mar. 31, 2018	2,846	$ 2	2,738	191	(85)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share-based compensation expense	10		10
Proceeds from employee stock purchase plan	6		6
Exercise of stock options (in shares)		1
Exercise of stock options	9		9
Tax withholding payments for net share-settled equity awards	(5)		(5)
Changes in retirement benefit obligations, net of income tax	25				25
Unrecognized gain (loss) on interest rate swaps, net of income tax	3				3
Net income	126			126
Shares balance end of period (in shares) at Jun. 30, 2018		217
Balance at end of period at Jun. 30, 2018	3,020	$ 2	2,758	317	(57)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share-based compensation expense	3		3
Proceeds from employee stock purchase plan	$ 5		5
Exercise of stock options (in shares)	0
Exercise of stock options	$ 3		3
Tax withholding payments for net share-settled equity awards	(1)		(1)
Changes in retirement benefit obligations, net of income tax	0
Unrecognized gain (loss) on interest rate swaps, net of income tax	2				2
Net income	$ 114			114
Shares balance end of period (in shares) at Sep. 29, 2018	217
Balance at end of period at Sep. 29, 2018	$ 3,146	$ 2	2,768	431	(55)
Shares balance beginning of period (in shares) at Dec. 29, 2018		217
Balance at beginning of period at Dec. 29, 2018	3,229	$ 2	2,780	531	(84)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share-based compensation expense	6		6
Proceeds from employee stock purchase plan	5		5
Exercise of stock options (in shares)		1
Exercise of stock options	6		6
Tax withholding payments for net share-settled equity awards	(2)		(2)
Changes in retirement benefit obligations, net of income tax	1				1
Unrecognized gain (loss) on interest rate swaps, net of income tax	(6)				(6)
Net income	71			71
Shares balance end of period (in shares) at Mar. 30, 2019		218
Balance at end of period at Mar. 30, 2019	3,310	$ 2	2,795	602	(89)
Shares balance beginning of period (in shares) at Dec. 29, 2018		217
Balance at beginning of period at Dec. 29, 2018	3,229	$ 2	2,780	531	(84)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Changes in retirement benefit obligations, net of income tax	5
Net income	293
Shares balance end of period (in shares) at Sep. 28, 2019		219
Balance at end of period at Sep. 28, 2019	3,557	$ 2	2,825	824	(94)
Shares balance beginning of period (in shares) at Mar. 30, 2019		218
Balance at beginning of period at Mar. 30, 2019	3,310	$ 2	2,795	602	(89)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share-based compensation expense	9		9
Proceeds from employee stock purchase plan	5		5
Exercise of stock options (in shares)		1
Exercise of stock options	5		5
Tax withholding payments for net share-settled equity awards	(3)		(3)
Changes in retirement benefit obligations, net of income tax	1				1
Unrecognized gain (loss) on interest rate swaps, net of income tax	(8)				(8)
Net income	116			116
Shares balance end of period (in shares) at Jun. 29, 2019		219
Balance at end of period at Jun. 29, 2019	3,435	$ 2	2,811	718	(96)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share-based compensation expense	7		7
Proceeds from employee stock purchase plan	5		5
Exercise of stock options (in shares)		0
Exercise of stock options	2		2
Changes in retirement benefit obligations, net of income tax	3				3
Unrecognized gain (loss) on interest rate swaps, net of income tax	(1)				(1)
Net income	106			106
Shares balance end of period (in shares) at Sep. 28, 2019		219
Balance at end of period at Sep. 28, 2019	$ 3,557	$ 2	$ 2,825	$ 824	$ (94)

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Revenue Recognition

9 Months Ended

Sep. 28, 2019

Revenue from Contract with Customer [Abstract]

Revenue recognition

REVENUE RECOGNITION

The Company recognizes revenue when the performance obligation is satisfied, which occurs when a customer obtains control of the promised goods or services. The amount of revenue recognized reflects the consideration which the Company expects to be entitled to receive in exchange for these goods or services. The Company generates substantially all of its revenue from the distribution and sale of food and food-related products and recognizes revenue when title and risk of loss passes and the customer accepts the goods, which occurs at delivery. Customer sales incentives such as volume-based rebates or discounts are treated as a reduction of revenue at the time the revenue is recognized. Sales taxes invoiced to customers and remitted to governmental authorities are excluded from net sales. Shipping and handling costs are treated as fulfillment costs and included in distribution, selling and administrative costs.

At September 28, 2019, the Company did not have any material outstanding performance obligations, contract liabilities or capitalized contract acquisition costs. Customer receivables, which are included in accounts receivable, less allowances in the Company’s Consolidated Balance Sheets, were $1.5 billion and $1.3 billion as of September 28, 2019 and December 29, 2018, respectively.

The Company has certain customer contracts under which incentives are paid upfront to its customers. These payments have become industry practice and are not related to financing any customer’s business, nor are they associated with any distinct good or service to be received from any customer. These incentive payments are capitalized in prepaid expenses and other assets and amortized as a reduction of revenue over the life of the contract or as goods or services are transferred to the customer. The Company’s contract assets for these upfront payments were $31 million and $37 million included in prepaid expenses in the Company’s Consolidated Balance Sheets as of September 28, 2019 and December 29, 2018, respectively, and $38 million and $28 million included in other assets in the Company’s Consolidated Balance Sheets as of September 28, 2019 and December 29, 2018, respectively.

The following table presents the disaggregation of revenue for each of the Company’s principal product categories:

	13 Weeks Ended				39 Weeks Ended
	September 28, 2019		September 29, 2018		September 28, 2019		September 29, 2018
Meats and seafood	$	2,352	$	2,198	$	6,849	$	6,484
Dry grocery products	1,100		1,070		3,254		3,181
Refrigerated and frozen grocery products	1,054		979		3,076		2,896
Dairy	689		646		1,955		1,906
Equipment, disposables and supplies	628		594		1,822		1,722
Beverage products	352		337		1,029		991
Produce	356		329		1,020		954
Net sales	$	6,531	$	6,153	$	19,005	$	18,134

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Leases (Tables)

9 Months Ended

Sep. 28, 2019

Leases [Abstract]

Components of leases

The following table presents the location of the ROU assets and lease liabilities in the Company’s Consolidated Balance Sheet as of September 28, 2019:

Leases	Consolidated Balance Sheet Location	September 28, 2019
Assets
Operating	Other assets	$	136
Financing	Property and equipment-net(1)	353
Total leased assets		$	489
Liabilities
Current:
Operating	Accrued expenses and other current liabilities	$	37
Financing	Current portion of long-term debt	99
Noncurrent:
Operating	Other long-term liabilities	126
Financing	Long-term debt	276
Total lease liabilities		$	538

(1) Financing lease assets are recorded net of accumulated amortization of $257 million as of September 28, 2019.

The following table presents the location of lease costs in the Company's Consolidated Statement of Comprehensive Income:

		13 Weeks Ended		39 Weeks Ended
Lease Cost	Statement of Comprehensive Income Location	September 28, 2019		September 28, 2019
Operating lease cost	Distribution, selling and administrative costs	$	7	$	21
Financing lease cost:
Amortization of leased assets	Distribution, selling and administrative costs	21		60
Interest on lease liabilities	Interest expense-net	3		9
Variable lease cost	Distribution, selling and administrative costs	2		5
Net lease cost		$	33	$	95

Schedule of Future Operating Lease Payments

Future lease payments under lease agreements as of September 28, 2019 were as follows:

Maturity of Lease Liabilities	Operating Leases			Financing Leases			Total
Remainder of 2019	$	11		$	34		$	45
2020	47			105			152
2021	39			83			122
2022	34			60			94
2023	29			57			86
2024	7			40			47
After 2024	25			26			51
Total lease payments	192			405			597
Less amount representing interest	(29		)	(30		)	(59		)
Present value of lease liabilities	$	163		$	375		$	538

Schedule of Future Finance Lease Payments

Future lease payments under lease agreements as of September 28, 2019 were as follows:

Maturity of Lease Liabilities	Operating Leases			Financing Leases			Total
Remainder of 2019	$	11		$	34		$	45
2020	47			105			152
2021	39			83			122
2022	34			60			94
2023	29			57			86
2024	7			40			47
After 2024	25			26			51
Total lease payments	192			405			597
Less amount representing interest	(29		)	(30		)	(59		)
Present value of lease liabilities	$	163		$	375		$	538

Schedule of Future Capital Lease Payments Prior to 842

Future minimum lease payments in effect as of December 29, 2018 under noncancelable lease arrangements, as determined prior to the adoption of Topic 842, were as follows:

Future Minimum Lease Payments(1)	Operating Leases			Financing Leases			Total
2019	$	34		$	95		$	129
2020	34			84			118
2021	30			71			101
2022	27			54			81
2023	23			43			66
After 2023	7			38			45
Total lease payments	155			385			540
Less amount representing interest	(4		)	(33		)	(37		)
Present value of minimum lease payments	$	151		$	352		$	503

(1) Information in this table has been conformed to the current year presentation under Topic 842.

Schedule of Future Operating Lease Payments Prior to 842

Future minimum lease payments in effect as of December 29, 2018 under noncancelable lease arrangements, as determined prior to the adoption of Topic 842, were as follows:

Future Minimum Lease Payments(1)	Operating Leases			Financing Leases			Total
2019	$	34		$	95		$	129
2020	34			84			118
2021	30			71			101
2022	27			54			81
2023	23			43			66
After 2023	7			38			45
Total lease payments	155			385			540
Less amount representing interest	(4		)	(33		)	(37		)
Present value of minimum lease payments	$	151		$	352		$	503

(1) Information in this table has been conformed to the current year presentation under Topic 842.

Schedule of other information related to lease agreements

Other information related to lease agreements for the 39 weeks ended September 28, 2019 was as follows:

	39 Weeks Ended
Cash Paid For Amounts Included In Measurement of Liabilities	September 28, 2019
Operating cash flows from operating leases	$	24
Operating cash flows from financing leases	9
Financing cash flows from financing leases	49

Lease Term and Discount Rate	September 28, 2019
Weighted-average remaining lease term (years):
Operating leases	5.80
Financing leases	5.30
Weighted-average discount rate:
Operating leases	4.6	%
Financing leases	3.5	%

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Assets Held for Sale (Tables)

9 Months Ended

Sep. 28, 2019

Discontinued Operations and Disposal Groups [Abstract]

Assets held for sale

The change in assets held for sale for the 39 weeks ended September 28, 2019 was as follows:

Balance as of December 29, 2018	$	7
Assets sold	(6		)
Balance as of September 28, 2019	$	1

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Overview and Basis of Presentation (Detail)	9 Months Ended
	Sep. 28, 2019 segment
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of business segments	1

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Inventories

9 Months Ended

Sep. 28, 2019

Inventory Disclosure [Abstract]

Inventories

INVENTORIES

The Company’s inventories, consisting mainly of food and food-related products, are primarily considered finished goods. Inventory costs include the purchase price of the product, freight costs to deliver it to the Company’s distribution facilities, and depreciation and labor related to processing facilities and equipment, and are net of certain cash or non-cash consideration received from vendors. The Company assesses the need for valuation allowances for slow-moving, excess and obsolete inventories by estimating the net recoverable value of such goods based upon inventory category, inventory age, specifically identified items, and overall economic conditions.

The Company records inventories at the lower of cost or market, using the last-in, first-out (“LIFO”) method. The base year values of beginning and ending inventories are determined using the inventory price index computation method. This links current costs to original costs in the base year when the Company adopted LIFO. As of September 28, 2019 and December 29, 2018, LIFO reserves in the Company’s Consolidated Balance Sheets were $143 million and $130 million, respectively. As a result of changes in LIFO reserves, cost of goods sold increased $1 million and decreased $9 million for the 13 weeks ended September 28, 2019 and September 29, 2018, respectively, and increased $13 million and decreased $1 million for the 39 weeks ended September 28, 2019 and September 29, 2018, respectively.

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Goodwill and Other Intangibles

9 Months Ended

Sep. 28, 2019

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Other Intangibles

GOODWILL AND OTHER INTANGIBLES

Goodwill includes the cost of acquired businesses in excess of the fair value of the tangible and other intangible net assets acquired. Other intangible assets include customer relationships, noncompete agreements, the brand names comprising the Company’s portfolio of exclusive brands, and trademarks. Brand names and trademarks are indefinite-lived intangible assets and, accordingly, are not subject to amortization, but are subject to impairment assessments as described below.

Customer relationships and noncompete agreements are intangible assets with definite lives and are carried at the acquired fair value, less accumulated amortization. Customer relationships and noncompete agreements are amortized over the estimated useful lives (which are 2 to 15 years). Amortization expense was $12 million and $10 million for the 13 weeks ended September 28, 2019 and September 29, 2018, respectively, and $32 million and $30 million for the 39 weeks ended September 28, 2019 and September 29, 2018, respectively.

Goodwill and other intangibles—net consisted of the following:  

	September 28, 2019			December 29, 2018
Goodwill	$	4,728		$	3,967
Other intangibles—net
Customer relationships—amortizable:
Gross carrying amount	$	806		$	154
Accumulated amortization	(116		)	(85		)
Net carrying value	690			69
Noncompete agreements—amortizable:
Gross carrying amount	3			3
Accumulated amortization	(2		)	(1		)
Net carrying value	1			2
Brand names and trademarks—not amortizing	292			253
Total other intangibles—net	$	983		$	324

The increase in goodwill and other intangible assets as of September 28, 2019 is attributable to the Food Group acquisition, as described in Note 4, Business Acquisitions.

The Company assesses goodwill and other intangible assets with indefinite lives for impairment annually, or more frequently if events occur that indicate an asset may be impaired. For goodwill and indefinite-lived intangible assets, the Company’s policy is to assess for impairment as of the beginning of each fiscal third quarter. For intangible assets with definite lives, the Company assesses impairment only if events occur that indicate that the carrying amount of an asset may not be recoverable. The Company completed its most recent annual impairment assessment for goodwill and indefinite-lived intangible assets as of June 30, 2019, the first day of the third quarter of fiscal year 2019, with no impairments noted.

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Business Information - Additional Information (Detail)	9 Months Ended
	Sep. 28, 2019 segment
Segment Reporting [Abstract]
Number of business segments	1

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Schedule of Earnings Per Share (Detail) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	3 Months Ended						9 Months Ended
	Sep. 28, 2019	Jun. 29, 2019	Mar. 30, 2019	Sep. 29, 2018	Jun. 30, 2018	Mar. 31, 2018	Sep. 28, 2019	Sep. 29, 2018
Numerator:
Income from continuing operations	$ 105			$ 114			$ 292	$ 307
Income from discontinued operations—net of tax	1			0			1	0
Net income	$ 106	$ 116	$ 71	$ 114	$ 126	$ 67	$ 293	$ 307
Denominator:
Weighted-average common shares outstanding	218			217			218	216
Dilutive effect of share-based awards	2			1			1	2
Weighted-average dilutive shares outstanding	220			218			219	218
Continuing operations	$ 0.48			$ 0.53			$ 1.33	$ 1.42
Discontinued operations	0.01			0			0.01	0
Net income per share	0.49			0.53			1.34	1.42
Continuing operations	0.47			0.52			1.33	1.41
Discontinued operations	0.01			0			0.01	0
Net income per share	$ 0.48			$ 0.52			$ 1.34	$ 1.41

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Fair Value Measurements - Schedule of Interest Rate Swaps in Comprehensive Income (Detail) - Cash Flow Hedging - Interest rate swap - Interest expense—net - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 28, 2019	Sep. 29, 2018	Sep. 28, 2019	Sep. 29, 2018
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Amount of (Loss) Gain Recognized in Accumulated Other Comprehensive Loss, net of tax	$ 0	$ 2	$ (11)	$ 14
Amount of Gain Reclassified from Accumulated Other Comprehensive Loss to Income, net of tax	$ (1)	$ (1)	$ (4)	$ (1)

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Assets Held for Sale Schedule of assets held for sale (Detail) - Assets held for sale $ in Millions	9 Months Ended
	Sep. 28, 2019 USD ($)
Movement in Property, Plant and Equipment [Roll Forward]
Balance as of December 29, 2018	$ 7
Assets sold	(6)
Balance as of September 28, 2019	$ 1

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Goodwill and Other Intangibles - Schedule of Goodwill and Other Intangibles, Net (Detail) - USD ($) $ in Millions	Sep. 28, 2019	Dec. 29, 2018
Other intangibles—net
Goodwill	$ 4,728	$ 3,967
Total other intangibles—net	983	324
Brand Names and Trademarks
Other intangibles—net
Brand names and trademarks—not amortizing	292	253
Customer Relationships
Other intangibles—net
Gross carrying amount	806	154
Accumulated amortization	(116)	(85)
Net carrying value	690	69
Noncompete Agreements
Other intangibles—net
Gross carrying amount	3	3
Accumulated amortization	(2)	(1)
Net carrying value	$ 1	$ 2

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Restricted Cash Restricted Cash Table (Details) - USD ($) $ in Millions	Sep. 28, 2019	Dec. 29, 2018	Sep. 29, 2018	Dec. 30, 2017
Cash and Cash Equivalents [Abstract]
Cash and cash equivalents	$ 90	$ 104
Restricted cash—included in other assets	8	1
Total cash, cash equivalents and restricted cash	$ 98	$ 105	$ 88	$ 119

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Business Acquisitions Business Acquisitions Other Information (Details) - USD ($) $ in Millions		3 Months Ended		9 Months Ended
	Sep. 13, 2019	Sep. 28, 2019	Sep. 29, 2018	Sep. 28, 2019	Sep. 29, 2018	Oct. 11, 2019	Dec. 29, 2018
Business Acquisition [Line Items]
Goodwill		$ 4,728		$ 4,728			$ 3,967
Liabilities of discontinued operations		27		27			$ 0
Senior secured term loan facility | Term Loan Facility B
Business Acquisition [Line Items]
Long-term Debt, Gross		1,500		1,500
Food Group
Business Acquisition [Line Items]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables		145		145
Payments for acquisition	$ 1,800
Net sales of Food Group since acquisition		132
Net income of Food Group since acquisition		1
Acquisition related costs		17	$ 10	35	$ 10
Inventories		166		166
Assets of discontinued operations		142		142
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Other		7		7
Property and equipment		200		200
Goodwill		761		761
Other intangibles		691		691
Other assets		47		47
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accounts Payable		200		200
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Other		61		61
Liabilities of discontinued operations		27		27
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities		42		42
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net		$ 1,829		$ 1,829
Subsequent event
Business Acquisition [Line Items]
Proceeds from sale of discontinued operations						$ 94
Proceeds from sale of discontinued operations, adjustment						$ 21

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Debt - Additional Information (Detail) - Interest rate swap - Senior secured term loan facility - USD ($) $ in Millions	Sep. 28, 2019	May 31, 2019	Aug. 01, 2017
Debt Instrument [Line Items]
Percentage of principal amount of total debt borrowed at floating rate (percent)	65.00%
Term Loan Facility A
Debt Instrument [Line Items]
Derivative notional amount	$ 733	$ 367	$ 1,100

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Debt - Restrictive Covenants (Detail) $ in Billions	Sep. 28, 2019 USD ($)
Debt Disclosure [Abstract]
Restricted payment capacity	$ 1.2
Restricted assets	$ 2.4

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Leases - Future Minimum Lease Payments (Details) $ in Millions	9 Months Ended
	Sep. 28, 2019 USD ($)
Operating Leases
Remainder of 2019	$ 11
2020	47
2021	39
2022	34
2023	29
2024	7
After 2024	25
Total lease payments	192
Less amount representing interest	(29)
Present value of lease liabilities	163
Finance Leases
2019	34
2020	105
2021	83
2022	60
2023	57
2024	40
After 2024	26
Total lease payments	405
Less amount representing interest	(30)
Present value of lease liabilities	375
Total
2019	45
2020	152
2021	122
2022	94
2023	86
2024	47
After 2024	51
Total lease payments	597
Less amount representing interest	(59)
Present value of lease liabilities	538
Operating lease payments	$ 24

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Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions	Sep. 28, 2019	Dec. 29, 2018
Statement of Financial Position [Abstract]
Allowances for accounts receivable	$ 30	$ 29
Allowances for vendor receivables	$ 5	$ 3
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, authorized (in shares)	600,000,000	600,000,000
Common stock, issued (in shares)	219,000,000	217,000,000
Common stock, outstanding (in shares)	219,000,000	217,000,000

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Overview and Basis of Presentation

9 Months Ended

Sep. 28, 2019

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Overview and Basis of Presentation

OVERVIEW AND BASIS OF PRESENTATION

US Foods Holding Corp., a Delaware corporation, and its consolidated subsidiaries are referred to in these consolidated financial statements and notes as “we,” “our,” “us,” the “Company,” or “US Foods.” US Foods Holding Corp. conducts all of its operations through its wholly owned subsidiary US Foods, Inc. (“USF”) and its subsidiaries. All of the Company’s indebtedness, as further described in Note 12, Debt, is a direct obligation of USF and its subsidiaries.

Business Description—The Company, through USF, operates in one business segment in which it markets and distributes fresh, frozen and dry food and non-food products to foodservice customers throughout the United States. These customers include independently owned single and multi-unit restaurants, regional concepts, national restaurant chains, hospitals, nursing homes, hotels and motels, country clubs, government and military organizations, colleges and universities, and retail locations.

Basis of Presentation—The Company operates on a 52 or 53 week fiscal year, with all periods ending on a Saturday. When a 53 week fiscal year occurs, the Company reports the additional week in the fiscal fourth quarter. Fiscal years 2019 and 2018 are both 52 week fiscal years. Fiscal year 2020 will be a 53 week fiscal year.

The consolidated financial statements included in this Quarterly Report have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the applicable rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and disclosures normally included in financial statements and notes prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. The Company believes that the disclosures included in this Quarterly Report are adequate to make the information presented not misleading. These interim consolidated financial statements and notes should be read in conjunction with the audited consolidated financial statements and notes included in the 2018 Annual Report. Prior year amounts may have been rounded to conform with the current year presentation in millions.

The consolidated interim financial statements reflect all adjustments (consisting of normal recurring items, unless otherwise disclosed) necessary for the fair presentation of the financial position, results of operations and cash flows for the interim periods presented. The results of operations for interim periods are not necessarily indicative of the results that might be achieved for the full fiscal year.

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Earnings Per Share

9 Months Ended

Sep. 28, 2019

Earnings Per Share [Abstract]

Earnings per share

EARNINGS PER SHARE

The Company computes EPS in accordance with ASC 260, Earnings per Share. Basic EPS is computed by dividing net income available to common stockholders by the weighted-average number of shares of common stock outstanding.

Diluted EPS is computed using the weighted average number of shares of common stock, plus the effect of potentially dilutive securities. Stock options, non-vested restricted shares with forfeitable dividend rights, restricted stock units, and employee stock purchase plan deferrals are considered potentially dilutive securities.

The following table sets forth the computation of basic and diluted EPS:

	13 Weeks Ended				39 Weeks Ended
	September 28, 2019		September 29, 2018		September 28, 2019		September 29, 2018
Numerator:
Income from continuing operations	$	105	$	114	$	292	$	307
Income from discontinued operations	1		—		1		—
Net income	$	106	$	114	$	293	$	307
Denominator:
Weighted-average common shares outstanding	218		217		218		216
Dilutive effect of share-based awards	2		1		1		2
Weighted-average dilutive shares outstanding	220		218		219		218
Basic earnings per share:
Continuing operations	$	0.48	$	0.53	$	1.33	$	1.42
Discontinued operations	0.01		—		0.01		—
Net income per share	$	0.49	$	0.53	$	1.34	$	1.42
Diluted earnings per share:
Continuing operations	$	0.47	$	0.52	$	1.33	$	1.41
Discontinued operations	0.01		—		0.01		—
Net income per share	$	0.48	$	0.52	$	1.34	$	1.41

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Business Information

9 Months Ended

Sep. 28, 2019

Segment Reporting [Abstract]

Business information

BUSINESS INFORMATION

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

The Company markets and distributes fresh, frozen and dry food and non-food products to foodservice customers throughout the United States. The Company uses a centralized management structure, and its strategies and initiatives are implemented and executed consistently across the organization to maximize value to the organization as a whole. The Company uses shared resources for sales, procurement, and general and administrative activities across each of its distribution facilities and operations. The Company’s distribution facilities form a single network to reach its customers; it is common for a single customer to make purchases from several different distribution facilities. Capital projects, whether for cost savings or generating incremental revenue, are evaluated based on estimated economic returns to the organization as a whole.

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Business Acquisitions Business Acquisitions

9 Months Ended

Sep. 28, 2019

Business Combinations [Abstract]

Business Acquisitions

BUSINESS ACQUISITIONS

On September 13, 2019, USF completed the $1.8 billion all cash acquisition of five foodservice companies (the “Food Group”) from Services Group of America, Inc.: Food Services of America, Inc., Systems Services of America, Inc., Amerifresh, Inc., Ameristar Meats, Inc. and GAMPAC Express, Inc. The acquisition of the Food Group expands the Company’s network in the West and Northwest parts of the United States.

USF financed the acquisition with borrowings under a new $1.5 billion incremental senior secured term loan facility, as further described in Note 12, Debt, and with borrowings under its revolving credit facilities. The assets, liabilities and results of operations of the Food Group have been included in the Company’s consolidated financial statements since the date the acquisition was completed.

As a condition to receiving regulatory clearance for the acquisition from the Federal Trade Commission, USF divested three Food Group distribution facilities (the "Divested Assets"). The total amount of proceeds received from the October 11, 2019 sale of the Divested Assets at closing was $94 million, which, together with approximately $21 million in holdback funds and expected working capital adjustments, approximates the fair value of the Divested Assets. The assets and liabilities of the Divested Assets are included in assets of discontinued operations and liabilities of discontinued operations, respectively, in the Company's Consolidated Balance Sheets. The operating results of the Divested Assets from the date the acquisition was completed through September 28, 2019 are included in income from discontinued operations—net of tax in the Company's Consolidated Statements of Comprehensive Income.

The following table summarizes the preliminary purchase price allocation recognized for the acquisition based on preliminary estimates of the fair value of the assets acquired and the liabilities assumed. The allocation is dependent upon certain valuation and other analyses and studies that have not yet been completed. Accordingly, the preliminary purchase price allocation is subject to further adjustment as additional information becomes available and final valuations are completed. There can be no assurances that these final valuations and additional analyses and studies will not result in significant changes to the preliminary estimates of fair value set forth below.

	Preliminary Purchase Price Allocation
Accounts receivable	$	145
Inventories	166
Assets of discontinued operations	142
Other current assets	7
Property and equipment	200
Goodwill(1)	761
Other intangibles(2)	691
Other assets	47
Accounts payable	(200		)
Accrued expenses and other current liabilities	(61		)
Liabilities of discontinued operations	(27		)
Other long-term liabilities, including financing leases	(42		)
Cash paid for acquisition	$	1,829

(1) Goodwill recognized is primarily attributable to expected synergies from the combined company, as well as intangible assets that do not qualify for separate recognition. The acquired goodwill is deductible for U.S. federal income tax purposes.

(2) Other intangible assets consist of customer relationships of $652 million with estimated useful lives of 15 years and indefinite-lived brand names and trademarks of $39 million.

Net sales and net income for the Food Group (exclusive of the Divested Assets, as the sales and net income of the Divested Assets are reflected in discontinued operations, which have been included in the Company’s Consolidated Statements of Comprehensive Income since the date the acquisition was completed), were $132 million and $1 million, during the 13 weeks and 39 weeks ended September 28, 2019, respectively. Acquisition related costs included in distribution, selling and administrative costs in the Company’s Consolidated Statements of Comprehensive Income were $17 million and $10 million for the 13 weeks ended September 28, 2019 and September 29, 2018, respectively, and $35 million and $10 million for the 39 weeks ended September 28, 2019 and September 29, 2018, respectively.

The following table presents the Company’s unaudited pro forma consolidated net sales, net income and earnings per share (“EPS”) for the 13 weeks and 39 weeks ended September 28, 2019 and September 29, 2018, respectively. The unaudited pro forma financial information includes the historical results of operations of the Company and the Food Group, giving effect to the acquisition and related financing as if they had occurred as of December 31, 2017, which was the first day of the Company’s fiscal year 2018.

	13 Weeks Ended				39 Weeks Ended
	September 28, 2019		September 29, 2018		September 28, 2019		September 29, 2018
Pro forma net sales	$	7,195	$	6,907	$	21,086	$	20,265
Pro forma net income	$	123	$	120	$	305	$	294
Pro forma earnings per share:
Basic	$	0.56	$	0.55	$	1.40	$	1.36
Diluted	$	0.56	$	0.55	$	1.39	$	1.35

The unaudited pro forma financial information for all periods presented above excludes the results of operations related to the Divested Assets, as the results of operations related to the Divested Assets are reflected as discontinued operations. Unaudited net sales, net income and EPS related to the Divested Assets for the 13 weeks and 39 weeks ended September 28, 2019 and September 29, 2018, respectively, are as follows:

	13 Weeks Ended				39 Weeks Ended
	September 28, 2019		September 29, 2018		September 28, 2019		September 29, 2018
Pro forma net sales	$	114	$	136	$	372	$	390
Pro forma net income	$	3	$	4	$	6	$	8
Pro forma earnings per share:
Basic	$	0.02	$	0.02	$	0.03	$	0.04
Diluted	$	0.01	$	0.02	$	0.03	$	0.04

The unaudited pro forma financial information above includes adjustments for: (1) incremental depreciation expense related to fair value increases of certain acquired property and equipment, (2) amortization expense related to the fair value of intangible assets acquired, (3) interest expense related to the borrowings under the new incremental senior secured term loan facility and revolving credit facilities used to finance the acquisition, (4) the elimination of acquisition-related costs that were included in the Company’s historical results, and (5) adjustments to the income tax provision based on pro forma results of operations. No effect has been given to potential synergies, operating efficiencies or costs arising from the integration of the Food Group with our previously existing operations. Accordingly, the unaudited pro forma financial information is not necessarily indicative of the operating results that would have been achieved had the pro forma events taken place on the date indicated. Further, the pro forma financial information does not purport to project the Company’s future consolidated results of operations following the acquisition.

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Assets Held for Sale

9 Months Ended

Sep. 28, 2019

Discontinued Operations and Disposal Groups [Abstract]

Assets Held for Sale

ASSETS HELD FOR SALE

The Company classifies its closed facilities as assets held for sale at the time management commits to a plan to sell the facility, the facility is actively marketed and available for immediate sale, and the sale is expected to be completed within one year. Due to market conditions, certain facilities may be classified as assets held for sale for more than one year while the Company continues to actively market the facilities. The change in assets held for sale for the 39 weeks ended September 28, 2019 was as follows:

Balance as of December 29, 2018	$	7
Assets sold	(6		)
Balance as of September 28, 2019	$	1

During the 39 weeks ended September 28, 2019, two closed distribution facilities and an excess parcel of land were sold for aggregate proceeds of $6 million, which approximated their aggregate carrying values.

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Debt

9 Months Ended

Sep. 28, 2019

Debt Disclosure [Abstract]

Debt

DEBT

Total debt consisted of the following:

Debt Description	Maturity	Interest Rate as of September 28, 2019	September 28, 2019			December 29, 2018
ABL Facility	May 31, 2024	3.48%	$	138		$	81		(1)
ABS Facility	September 21, 2022	2.98%	215			275			(2)
Initial Term Loan Facility (net of $5 of unamortized deferred financing costs)	June 27, 2023	4.11%	2,129			2,145
Incremental Term Loan Facility (net of $36 of unamortized deferred financing costs)	September 13, 2026	4.04%	1,464			—
Senior Notes (net of $5 of unamortized deferred financing costs)	June 15, 2024	5.88%	595			595
Obligations under financing leases	2019–2026	2.00% - 6.17%	375			352
Other debt	2021–2031	5.75% - 9.00%	8			9
Total debt			4,924			3,457
Current portion of long-term debt			(136		)	(106		)
Long-term debt			$	4,788		$	3,351

(1) Consists of outstanding borrowings under our former asset based senior secured revolving credit facility, which was refinanced with a new facility in May 2019 (as described below).

(2) Consists of outstanding borrowings under the ABS Facility prior to its refinancing in September 2019 (as described below).

At September 28, 2019, after considering interest rate swaps that fixed the interest rate on $733 million of principal of the Initial Term Loan Facility described below, approximately 65% of the Company’s total debt was at a floating rate.

ABL Facility—On May 31, 2019, USF completed a refinancing of its asset based senior secured revolving credit facility with a new asset based senior secured revolving credit facility (the “ABL Facility”). The ABL Facility provides USF with loan commitments having a maximum aggregate principal amount of $1,700 million, comprised of (1) $1,400 million of commitments effective as of May 31, 2019 and (2) $300 million of commitments that may become effective, at USF's election, at any time on or prior to November 30, 2019. The ABL Facility includes subfacilities for the issuance of up to $800 million of letters of credit and up to $170 million of swing line loans. Extensions of credit under the ABL Facility are subject to availability under a “borrowing base” comprised of various percentages of the value of certain eligible accounts receivable, inventory, transportation equipment and cash and cash equivalents, which also serve as collateral for borrowings under the ABL Facility.

Borrowings under the ABL Facility bear interest, at USF's periodic election, at a rate equal to the sum of an alternative base rate (“ABR”), as defined under the ABL Facility, plus a margin ranging from 0% to 0.50%, or the sum of a London Interbank Offered Rate (“LIBOR”) plus a margin ranging from 1.00% to 1.50%, in each case based on USF’s excess availability under the ABL Facility. The margin under the ABL Facility as of September 28, 2019 was 0.25% for ABR loans and 1.25% for LIBOR loans. The ABL Facility also carries a commitment fee of 0.25% per annum on the average unused amount of the commitments under the ABL Facility.

The ABL Facility is scheduled to mature on May 31, 2024, subject to a springing maturity date in the event that more than $300 million of aggregate principal amount of indebtedness under the Initial Term Loan Facility, the Incremental Term Loan Facility or the Senior Notes remains outstanding on a date that is 60 days prior to the maturity date for the Initial Term Loan Facility, the Incremental Term Loan Facility or the Senior Notes, respectively. 

The ABL Facility is secured by certain designated receivables not pledged under the ABS Facility, as well as inventory and certain transportation equipment owned by USF. Additionally, lenders under the ABL Facility have a second priority interest in all of the capital stock of USF and its domestic subsidiaries, as defined under the ABL Facility, and substantially all other non-real estate assets of USF and its subsidiaries not pledged under the ABS Facility.

The Company incurred $4 million of lender fees and third-party costs in connection with the ABL Facility refinancing which were capitalized as deferred financing costs. These deferred financing costs, along with $1 million of unamortized deferred financing costs related to the former asset based senior secured revolving credit facility, will be amortized through May 31, 2024, the ABL Facility maturity date.

As of September 28, 2019, USF had $138 million of outstanding borrowings, and had issued letters of credit totaling $300 million, under the ABL Facility. Outstanding letters of credit included: (1) $230 million issued in favor of certain commercial insurers to secure USF’s obligations with respect to its self-insurance program, (2) $69 million issued to secure USF’s obligations with respect

to certain real estate leases, and (3) $1 million issued for other obligations. There was available capacity under the ABL Facility of $962 million as of September 28, 2019.

ABS Facility—On September 20, 2019, USF completed a refinancing of the ABS Facility. The maximum borrowing capacity under the ABS Facility is $800 million. As of September 28, 2019, USF had $215 million of outstanding borrowings under the ABS Facility. The Company, at its option, can request additional borrowings up to the maximum commitment, provided sufficient eligible receivables are available as collateral. There was available capacity under the ABS Facility of $570 million as of September 28, 2019.

The ABS Facility bears interest at LIBOR plus a margin of 0.95%, and carries an unused commitment fee of 0.35% or 0.45% based on USF's utilization of the ABS Facility. The ABS Facility is scheduled to mature on September 21, 2022. The Company incurred $1 million of lender fees and third-party costs in connection with the ABS Facility refinancing, which were capitalized as deferred financing costs and will be amortized through September 21, 2022, the ABS Facility maturity date.

Term Loan Facilities

The Term Loan Credit Agreement, dated as of May 11, 2011 (as amended, the “Term Loan Credit Agreement’), provides USF with a senior secured term loan (the "Initial Term Loan Facility") and the right to request incremental senior secured term loan commitments.

Initial Term Loan Facility

The Initial Term Loan Facility had an outstanding balance of $2.1 billion as of September 28, 2019. The table above reflects the interest rate on the unhedged portion of the Initial Term Loan Facility as of September 28, 2019. The effective interest rate of the portion of the Initial Term Loan Facility subject to interest rate hedging agreements was 3.70% as of September 28, 2019.

Incremental Term Loan Facility

USF entered into a new incremental term loan in an aggregate principal amount of $1.5 billion under the Term Loan Credit Agreement (the “Incremental Term Loan Facility”) to finance a portion of the purchase price for its acquisition of the Food Group.

Borrowings under the Incremental Term Loan Facility bear interest at a rate per annum equal to, at USF’s option, either the sum of LIBOR plus a margin of 2.00%, or the sum of a base rate plus a margin of 1.00%. The Incremental Term Loan Facility amortizes in equal quarterly installments at a rate per annum (expressed as a percentage of the original principal amount) of 1.00%, subject to customary adjustments in the event of any prepayment, with the balance due upon maturity. Principal repayments of $3.8 million are payable quarterly, with the balance due at maturity.

The Incremental Term Loan Facility is scheduled to mature on September 13, 2026. Borrowings under the Incremental Term Loan Facility may be voluntarily prepaid without penalty or premium, other than customary breakage costs related to prepayments of LIBOR-based borrowings and a 1.00% premium in the case of any “repricing transaction” within six months of the closing date. The Incremental Term Loan Facility may require mandatory repayments if certain assets are sold.

USF’s obligations under the Incremental Term Loan Facility are guaranteed by certain of USF’s subsidiaries, and those obligations and guarantees are secured by all the capital stock of USF and its subsidiaries and substantially all the non-real estate assets of USF and certain of its subsidiaries not pledged under the ABS Facility.

Restrictive Covenants

USF's credit agreements and indentures contain customary covenants. These include, among other things, covenants that restrict USF’s ability to incur certain additional indebtedness, create or permit liens on assets, pay dividends, or engage in mergers or consolidations. As of September 28, 2019, USF had $1.2 billion of restricted payment capacity under these covenants, and approximately $2.4 billion of its net assets were restricted considering the net deferred tax assets and intercompany balances that eliminate in consolidation.

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Earnings Per Share (Tables)

9 Months Ended

Sep. 28, 2019

Earnings Per Share [Abstract]

Schedule of Computation of Basic and Diluted EPS

The following table sets forth the computation of basic and diluted EPS:

	13 Weeks Ended				39 Weeks Ended
	September 28, 2019		September 29, 2018		September 28, 2019		September 29, 2018
Numerator:
Income from continuing operations	$	105	$	114	$	292	$	307
Income from discontinued operations	1		—		1		—
Net income	$	106	$	114	$	293	$	307
Denominator:
Weighted-average common shares outstanding	218		217		218		216
Dilutive effect of share-based awards	2		1		1		2
Weighted-average dilutive shares outstanding	220		218		219		218
Basic earnings per share:
Continuing operations	$	0.48	$	0.53	$	1.33	$	1.42
Discontinued operations	0.01		—		0.01		—
Net income per share	$	0.49	$	0.53	$	1.34	$	1.42
Diluted earnings per share:
Continuing operations	$	0.47	$	0.52	$	1.33	$	1.41
Discontinued operations	0.01		—		0.01		—
Net income per share	$	0.48	$	0.52	$	1.34	$	1.41

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Fair Value Measurements (Tables)

9 Months Ended

Sep. 28, 2019

Fair Value Disclosures [Abstract]

Schedule of Fair Value Assets and Liabilities Measured on Recurring Basis

The Company’s assets and liabilities measured at fair value on a recurring basis as of September 28, 2019 and December 29, 2018, aggregated by the level in the fair value hierarchy within which those measurements fall, were as follows:

	September 28, 2019
	Level 1		Level 2		Level 3		Total
Liabilities
Interest rate swaps	$	—	$	2	$	—	$	2
	December 29, 2018
	Level 1		Level 2		Level 3		Total
Assets
Money market funds	$	1	$	—	$	—	$	1
Interest rate swaps	—		19		—		19
	$	1	$	19	$	—	$	20

Schedule of Balance Sheet Location and Fair Value of Company’s Interest Rate Swaps

The following table presents the balance sheet location and fair value of the interest rate swaps as of September 28, 2019 and December 29, 2018:

		Fair Value
	Balance Sheet Location	September 28, 2019		December 29, 2018
Derivatives designated as hedging instruments
Interest rate swaps	Other current assets	$	—	$	8
Interest rate swaps	Other assets	—		11
	Total assets	—		19
Interest rate swaps	Other long-term liabilities	2		—
	Net position	$	2	$	19

Schedule of Effect of Company Interest Rate Swaps in Consolidated Statement of Comprehensive Income

The following table presents the effect of the Company’s interest rate swaps in its Consolidated Statements of Comprehensive Income for the 13 weeks and 39 weeks ended September 28, 2019 and September 29, 2018:

Derivatives in Cash Flow Hedging Relationships	Amount of (Loss) Gain Recognized in Accumulated Other Comprehensive Loss, net of tax			Location of Amounts Reclassified from Accumulated Other Comprehensive Loss	Amount of Gain Reclassified from Accumulated Other Comprehensive Loss to Income, net of tax
For the 13 weeks ended September 28, 2019
Interest rate swaps	$	—		Interest expense—net	$	(1	)
For the 13 weeks ended September 29, 2018
Interest rate swaps	$	2		Interest expense—net	$	(1	)
For the 39 weeks ended September 28, 2019
Interest rate swaps	$	(11	)	Interest expense—net	$	(4	)
For the 39 weeks ended September 29, 2018
Interest rate swaps	$	14		Interest expense—net	$	(1	)

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Property and Equipment (Detail) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 28, 2019	Sep. 29, 2018	Sep. 28, 2019	Sep. 29, 2018	Dec. 29, 2018
Property, Plant and Equipment [Line Items]
Property and equipment, accumulated depreciation	$ 2,288		$ 2,288		$ 2,117
Depreciation expense	$ 75	$ 75	$ 228	$ 220
Minimum
Property, Plant and Equipment [Line Items]
Estimated useful lives of assets (in years)			3 years
Maximum
Property, Plant and Equipment [Line Items]
Estimated useful lives of assets (in years)			40 years

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Fair Value Measurements - Additional Information (Detail) - USD ($) $ in Millions	May 31, 2019	Aug. 01, 2017	Sep. 28, 2019	Dec. 29, 2018
Senior secured term loan facility | Term Loan Facility A
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Interest rate (percent)			4.11%
Senior secured term loan facility | Interest rate swap
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative term (in years)		4 years
Senior secured term loan facility | Interest rate swap | Term Loan Facility A
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative notional amount	$ 367	$ 1,100	$ 733
Notional amount of debt hedged, fourth year	550	$ 825
Derivative notional amount	733
Proceeds from interest rate swap	1
Interest rate swap, unrealized gain	$ 1
Aggregate rate on notional amount (percent)			3.70%
Variable rate on notional amount (percent)			1.70%
Basis spread on variable rate on notional amount (percent)			2.00%
Senior notes | Unsecured Senior Notes [Member] | Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Notes Payable, Fair Value Disclosure				$ 600
Senior notes | Senior Notes due 2024
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Interest rate (percent)			5.88%
Fair Value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Approximated fair value of debt			$ 4,900	$ 3,500
Fair Value | Senior notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Approximated fair value of debt			$ 600

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Taxes - Additional Information (Detail) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 28, 2019	Sep. 29, 2018	Sep. 28, 2019	Sep. 29, 2018
Income Tax Disclosure [Abstract]
Effective tax rate (percent)	27.00%	19.00%	25.00%	16.00%
Federal corporate income tax rate (percent)	21.00%	21.00%	21.00%	21.00%
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount	$ 2
Tax benefit related to excess tax benefits associated with share-based compensation			$ 3	$ 6
Tax benefit related to Tax Cuts and Jobs Act		$ 4		8
Tax benefit related to reduction of unrecognized tax benefit from receipt of written consent from IRS		$ 4		$ 21

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Retirement Plans - Components of Net Periodic Benefit Costs (Detail) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 28, 2019	Sep. 29, 2018	Sep. 28, 2019	Sep. 29, 2018
Retirement Benefits [Abstract]
Service cost	$ 1	$ 1	$ 2	$ 2
Interest cost	10	10	28	28
Expected return on plan assets	(13)	(13)	(37)	(39)
Amortization of net loss	1	0	3	2
Settlements	3	0	3	0
Net periodic pension benefit costs (credits)	$ 2	$ (2)	$ (1)	$ (7)

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Restructuring Liabilities

9 Months Ended

Sep. 28, 2019

Restructuring and Related Activities [Abstract]

Restructuring Liabilities

RESTRUCTURING LIABILITIES

The Company periodically closes or consolidates distribution facilities and implements initiatives in its ongoing efforts to reduce costs and improve operating effectiveness. In connection with these activities, the Company may incur various costs including multiemployer pension withdrawal liabilities, severance and other employee separation costs. Net restructuring costs were de minimis during the 39 weeks ended September 28, 2019 and $1 million during the 39 weeks ended September 29, 2018. Net restructuring liabilities were $1 million and $2 million as of September 28, 2019 and December 29, 2018, respectively.

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Restricted Cash (Notes)

9 Months Ended

Sep. 28, 2019

Cash and Cash Equivalents [Abstract]

Restricted Cash

RESTRICTED CASH

Restricted cash primarily consists of cash on deposit with financial institutions as collateral for certain letters of credit. Cash, cash equivalents and restricted cash as presented in the Company's Consolidated Statements of Cash Flows as of September 28, 2019 and December 29, 2018 consisted of the following:

	September 28, 2019		December 29, 2018
Cash and cash equivalents	$	90	$	104
Restricted cash—included in other assets	8		1
Total cash, cash equivalents and restricted cash	$	98	$	105

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Property and Equipment

9 Months Ended

Sep. 28, 2019

Property, Plant and Equipment [Abstract]

Property and Equipment

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost. Depreciation of property and equipment is calculated using the straight-line method over the estimated useful lives of the assets, which range from 3 to 40 years. Property and equipment under financing leases and leasehold improvements are amortized on a straight-line basis over the remaining terms of the related leases or the estimated useful lives of the assets, if reasonably assured the Company will purchase the assets at the end of the lease terms. As of September 28, 2019 and December 29, 2018, property and equipment-net included accumulated depreciation of $2,288 million and $2,117 million, respectively. Depreciation expense was $75 million for both the 13 weeks ended September 28, 2019 and September 29, 2018, and $228 million and $220 million for the 39 weeks ended September 28, 2019 and September 29, 2018, respectively.

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Retirement Plans (Tables)

9 Months Ended

Sep. 28, 2019

Retirement Benefits [Abstract]

Schedule of Components of Net Periodic Benefit (Credit) Costs for Pensions and Other Postretirement Benefits

The components of net periodic pension benefit costs (credits) for Company sponsored defined benefit plans were as follows:

	13 Weeks Ended						39 Weeks Ended
	September 28, 2019			September 29, 2018			September 28, 2019			September 29, 2018
Components of net periodic pension benefit costs (credits)
Service cost	$	1		$	1		$	2		$	2
Interest cost	10			10			28			28
Expected return on plan assets	(13		)	(13		)	(37		)	(39		)
Amortization of net loss	1			—			3			2
Settlements	3			—			3			—
Net periodic pension benefit costs (credits)	$	2		$	(2	)	$	(1	)	$	(7	)

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Goodwill and Other Intangibles (Tables)

9 Months Ended

Sep. 28, 2019

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill and Other Intangibles, Net

Goodwill and other intangibles—net consisted of the following:  

	September 28, 2019			December 29, 2018
Goodwill	$	4,728		$	3,967
Other intangibles—net
Customer relationships—amortizable:
Gross carrying amount	$	806		$	154
Accumulated amortization	(116		)	(85		)
Net carrying value	690			69
Noncompete agreements—amortizable:
Gross carrying amount	3			3
Accumulated amortization	(2		)	(1		)
Net carrying value	1			2
Brand names and trademarks—not amortizing	292			253
Total other intangibles—net	$	983		$	324

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Goodwill and Other Intangibles - Additional Information (Detail) - USD ($)		3 Months Ended		9 Months Ended
	Jul. 01, 2019	Sep. 28, 2019	Sep. 29, 2018	Sep. 28, 2019	Sep. 29, 2018
Other Intangible Assets [Line Items]
Amortization expense		$ 12,000,000	$ 10,000,000	$ 32,000,000	$ 30,000,000
Indefinite-lived intangible assets, impairment	$ 0
Customer Relationships | Minimum
Other Intangible Assets [Line Items]
Estimated useful lives of intangible assets (in years)				2 years
Customer Relationships | Maximum
Other Intangible Assets [Line Items]
Estimated useful lives of intangible assets (in years)				15 years

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Fair Value Measurements - Schedule of Interest Rate Swaps (Detail) - USD ($) $ in Millions	Sep. 28, 2019	Dec. 29, 2018
Derivatives, Fair Value [Line Items]
Interest rate swaps		$ 19
Interest rate swap liability	$ 2
Derivatives designated as hedging instruments
Derivatives, Fair Value [Line Items]
Interest rate swaps	0	19
Interest Rate Derivatives, at Fair Value, Net	2	19
Derivatives designated as hedging instruments | Other current assets
Derivatives, Fair Value [Line Items]
Interest rate swaps	0	8
Derivatives designated as hedging instruments | Other assets
Derivatives, Fair Value [Line Items]
Interest rate swaps	0	11
Derivatives designated as hedging instruments | Other Noncurrent Liabilities [Member]
Derivatives, Fair Value [Line Items]
Interest rate swap liability	$ 2	$ 0

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Changes in Accumulated Other Comprehensive Loss (Detail) - USD ($) $ in Millions	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 28, 2019	Sep. 29, 2018	Sep. 28, 2019	Sep. 29, 2018	Dec. 29, 2018
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Incremental pension plan contribution					$ 35
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Balance at beginning of period	$ 3,435	$ 3,020	$ 3,229	$ 2,751	2,751
Settlements	(3)	0	(3)	0
Balance at end of period	3,557	3,146	3,557	3,146	3,229
Retirement benefit obligations
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Balance at beginning of period	(95)	(77)	(97)	(103)	(103)
Total before income tax	4	0	6	35
Income tax (benefit) provision	1	0	1	9
Current period comprehensive (loss) income, net of tax	3	0	5	26
Balance at end of period	(92)	(77)	(92)	(77)	(97)
Amortization of net loss
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Reclassification from Accumulated Other Comprehensive Income, Current Period, before Tax	(1)	0	(3)	(2)
Settlemet
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Settlements	3	0	3	0
Pension remeasurement
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Pension remeasurement	0	0	0	33
Interest rate swap
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Balance at beginning of period	(1)	20	13	8	8
Reclassification from Accumulated Other Comprehensive Income, Current Period, before Tax	1	1	5	1
Change in fair value of interest rate swaps	(1)	3	(15)	20
Total before income tax	(2)	2	(20)	19
Income tax (benefit) provision	(1)	0	(5)	5
Current period comprehensive (loss) income, net of tax	(1)	2	(15)	14
Balance at end of period	(2)	22	(2)	22	13
Accumulated Other Comprehensive Loss
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Balance at beginning of period	(96)	(57)	(84)	(95)	(95)
Balance at end of period	$ (94)	$ (55)	$ (94)	$ (55)	$ (84)

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Leases - Other Information Related to Lease Agreements (Details) $ in Millions	9 Months Ended
	Sep. 28, 2019 USD ($)
Cash Paid For Amounts Included In Measurement of Liabilities
Operating cash flows from operating leases	$ 24
Operating cash flows from financing leases	9
Financing cash flows from financing leases	$ 49
Weighted-average remaining lease term (years):
Operating leases	5 years 9 months 18 days
Financing leases	5 years 3 months 18 days
Weighted-average discount rate:
Operating leases	4.60%
Financing leases	3.50%

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Business Acquisitions Divested Entities Pro Forma Information (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended		9 Months Ended
	Sep. 28, 2019	Sep. 29, 2018	Sep. 28, 2019	Sep. 29, 2018
Business Acquisition [Line Items]
Income from discontinued operations—net of tax	$ 1	$ 0	$ 1	$ 0
Food Group
Business Acquisition [Line Items]
Divested entities pro forma diluted earnings per share (per share)	$ 0.01	$ 0.02	$ 0.03	$ 0.04
Divested entities pro forma basic earnings per share (per share)	$ 0.02	$ 0.02	$ 0.03	$ 0.04
Income from discontinued operations—net of tax	$ 3	$ 4	$ 6	$ 8
Divested entities pro forma net sales	$ 114	$ 136	$ 372	$ 390

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Revenue Recognition - Additional Information (Detail) - USD ($) $ in Millions	Sep. 28, 2019	Dec. 29, 2018
Disaggregation of Revenue [Line Items]
Accounts receivable, less allowances	$ 1,548	$ 1,347
Prepaid expenses
Disaggregation of Revenue [Line Items]
Contract assets	31	37
Other assets
Disaggregation of Revenue [Line Items]
Contract assets	$ 38	$ 28

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Leases - Future Minimum Lease Payments Prior to 842 (Details) $ in Millions	Dec. 29, 2018 USD ($)
Operating Leases
2019	$ 34
2020	34
2021	30
2022	27
2023	23
After 2023	7
Total lease payments	155
Less amount representing interest	(4)
Present value of minimum lease payments	151
Financing Leases
2019	95
2020	84
2021	71
2022	54
2023	43
After 2023	38
Total lease payments	385
Less amount representing interest	(33)
Present value of minimum lease payments	352
Total
2019	129
2020	118
2021	101
2022	81
2023	66
After 2023	45
Total lease payments	540
Less amount representing interest	(37)
Present value of minimum lease payments	$ 503

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Debt - ABL Facility (Detail) - USD ($)	9 Months Ended
	Sep. 28, 2019	Dec. 29, 2018
Debt Instrument [Line Items]
Current borrowings	$ 4,924,000,000	$ 3,457,000,000
Notes or loans oustanding 60 days prior to the maturity date [Member]
Debt Instrument [Line Items]
Notes and Loans Payable, Current	300,000,000
Revolving credit facility | ABL Facility
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity	1,700,000,000
Line of credit facility, current borrowing capacity	1,400,000,000
Line of credit facility, future additional borrowing capacity	$ 300,000,000
Unused capacity, commitment fee (percentage)	0.25%
Debt issuance costs	$ 4,000,000
Current borrowings	138,000,000	$ 81,000,000
Letters of credit, outstanding amount	300,000,000
Available capacity	962,000,000
Revolving credit facility | ABL Facility | Standby letters of credit for self insurance program
Debt Instrument [Line Items]
Letters of credit, outstanding amount	230,000,000
Revolving credit facility | ABL Facility | Real estate lease obligations
Debt Instrument [Line Items]
Letters of credit, outstanding amount	69,000,000
Revolving credit facility | ABL Facility | Other obligations
Debt Instrument [Line Items]
Letters of credit, outstanding amount	$ 1,000,000
Revolving credit facility | ABL Facility | Alternative Base Rate [Member]
Debt Instrument [Line Items]
Margin spread on variable rate (percent)	0.25%
Revolving credit facility | ABL Facility | London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument [Line Items]
Margin spread on variable rate (percent)	1.25%
Revolving credit facility | ABL Facility | Minimum | Alternative Base Rate [Member]
Debt Instrument [Line Items]
Margin spread on variable rate (percent)	0.00%
Revolving credit facility | ABL Facility | Minimum | London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument [Line Items]
Margin spread on variable rate (percent)	1.00%
Revolving credit facility | ABL Facility | Maximum | Alternative Base Rate [Member]
Debt Instrument [Line Items]
Margin spread on variable rate (percent)	0.50%
Revolving credit facility | ABL Facility | Maximum | London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument [Line Items]
Margin spread on variable rate (percent)	1.50%
Revolving credit facility | Letter of credit
Debt Instrument [Line Items]
Line of credit facility, capacity available for specific purpose other than for trade purchases	$ 800,000,000
Revolving credit facility | Bridge loan
Debt Instrument [Line Items]
Line of credit facility, capacity available for specific purpose other than for trade purchases	170,000,000
Revolving credit facility | Former ABL senior secured revolving credit facility
Debt Instrument [Line Items]
Debt issuance costs	$ 1,000,000

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Restructuring Liabilities (Detail) - USD ($) $ in Millions	9 Months Ended
	Sep. 28, 2019	Sep. 29, 2018	Dec. 29, 2018
Restructuring and Related Activities [Abstract]
Restructuring charges	$ 0	$ 1
Restructuring liabilities	$ 1		$ 2

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Consolidated Balance Sheets - USD ($) $ in Millions	Sep. 28, 2019	Dec. 29, 2018
Current assets:
Cash and cash equivalents	$ 90	$ 104
Accounts receivable, less allowances of $30 and $29	1,548	1,347
Vendor receivables, less allowances of $5 and $3	199	106
Inventories—net	1,468	1,279
Prepaid expenses	101	106
Assets held for sale	1	7
Assets of discontinued operations	142	0
Other current assets	11	30
Total current assets	3,560	2,979
Property and equipment—net	2,029	1,842
Goodwill	4,728	3,967
Other intangibles—net	983	324
Deferred tax assets	0	7
Other assets	226	67
Total assets	11,526	9,186
Current liabilities:
Cash overdraft liability	227	157
Accounts payable	1,645	1,359
Accrued expenses and other current liabilities	511	454
Liabilities of discontinued operations	27	0
Current portion of long-term debt	136	106
Total current liabilities	2,546	2,076
Long-term debt	4,788	3,351
Deferred tax liabilities	294	298
Other long-term liabilities	341	232
Total liabilities	7,969	5,957
Commitments and contingencies (Note 19)
Shareholders’ equity:
Common stock, $0.01 par value—600 shares authorized; 219 and 217 issued and outstanding as of September 28, 2019 and December 29, 2018, respectively	2	2
Additional paid-in capital	2,825	2,780
Retained earnings	824	531
Accumulated other comprehensive loss	(94)	(84)
Total shareholders’ equity	3,557	3,229
Total liabilities and shareholders' equity	$ 11,526	$ 9,186

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Consolidated Statements of Cash Flows - USD ($) $ in Millions	9 Months Ended
	Sep. 28, 2019	Sep. 29, 2018
Cash flows from operating activities:
Net income	$ 293	$ 307
Income from discontinued operations—net of tax	(1)	0
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	260	250
Gain on disposal of property and equipment—net	(1)	(1)
Amortization of deferred financing costs	3	6
Deferred tax provision	7	50
Share-based compensation expense	22	20
Provision for doubtful accounts	14	13
Changes in operating assets and liabilities:
Increase in receivables	(162)	(174)
Increase in inventories—net	(22)	(93)
Decrease (increase) in prepaid expenses and other assets	14	(28)
Increase in accounts payable and cash overdraft liability	160	264
Decrease in accrued expenses and other liabilities	(29)	(170)
Net cash provided by operating activities of continuing operations	558	444
Net cash provided by operating activities of discontinued operations	1	0
Net cash provided by operating activities	559	444
Cash flows from investing activities:
Acquisition of business—net of cash	(1,829)	0
Proceeds from sales of property and equipment	9	3
Purchases of property and equipment	(157)	(168)
Net cash used in investing activities	(1,977)	(165)
Cash flows from financing activities:
Proceeds from debt borrowings	5,084	2,987
Principal payments on debt and financing leases	(3,654)	(3,321)
Contingent consideration paid for business acquisitions	0	(2)
Payment for debt financing costs and fees	(42)	(1)
Proceeds from employee stock purchase plan	15	15
Proceeds from exercise of stock options	13	18
Tax withholding payments for net share-settled equity awards	(5)	(6)
Net cash provided by (used in) financing activities	1,411	(310)
Net decrease in cash, cash equivalents and restricted cash	(7)	(31)
Cash, cash equivalents and restricted cash—beginning of period	105	119
Cash, cash equivalents and restricted cash—end of period	98	88
Supplemental disclosures of cash flow information:
Interest paid—net of amounts capitalized	112	118
Income taxes paid—net	116	65
Property and equipment purchases included in accounts payable	21	16
Leased assets obtained in exchange for financing lease liabilities	77	82
Leased assets obtained in exchange for operating lease liabilities	11	0
Cashless exercise of stock options	$ 1	$ 1

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Changes in Accumulated Other Comprehensive Loss

9 Months Ended

Sep. 28, 2019

Equity [Abstract]

Changes in Accumulated Other Comprehensive Loss

CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS

The following table presents changes in accumulated other comprehensive loss by component for the periods presented:

	13 Weeks Ended						39 Weeks Ended
	September 28, 2019			September 29, 2018			September 28, 2019			September 29, 2018
Accumulated other comprehensive loss components
Retirement benefit obligations:
Balance as of beginning of period (1)	$	(95	)	$	(77	)	$	(97	)	$	(103	)
Reclassification adjustments:
Amortization of net loss(2) (3)	1			—			3			2
Settlements(2)(3)	3			—			3			—
Pension remeasurement(4)	—			—			—			33
Total before income tax	4			—			6			35
Income tax provision	1			—			1			9
Current period comprehensive income, net of tax	3			—			5			26
Balance as of end of period(1)	$	(92	)	$	(77	)	$	(92	)	$	(77	)
Interest rate swaps:
Balance as of beginning of period (1)	$	(1	)	$	20		$	13		$	8
Change in fair value of interest rate swaps	(1		)	3			(15		)	20
Amounts reclassified to interest expense—net	(1		)	(1		)	(5		)	(1		)
Total before income tax	(2		)	2			(20		)	19
Income tax (benefit) provision	(1		)	—			(5		)	5
Current period comprehensive (loss) income, net of tax	(1		)	2			(15		)	14
Balance as of end of period(1)	$	(2	)	$	22		$	(2	)	$	22
Accumulated other comprehensive loss as of end of period(1)	$	(94	)	$	(55	)	$	(94	)	$	(55	)

(1) Amounts are presented net of tax.

(2) Included in the computation of net periodic benefit costs. See Note 15, Retirement Plans, for additional information.

(3) Included in other expense (income)—net in the Consolidated Statements of Comprehensive Income.

(4)

Resulting from a $35 million incremental contribution to the Company's defined benefit pension plan in fiscal year 2018.

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Recent Accounting Pronouncements (Policies)

9 Months Ended

Sep. 28, 2019

Accounting Changes and Error Corrections [Abstract]

Recent Accounting Pronouncements

Recently Adopted Accounting Pronouncements

In February 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2018-02, Income Statement, Reporting Comprehensive Income (Topic 220), Reclassification of Certain Tax Effects From Accumulated Other Comprehensive Income. This new guidance permits an entity to reclassify the income tax effects of the Tax Cuts and Jobs Act of 2017 (the “Tax Act”) on items within accumulated other comprehensive income to retained earnings. The Company adopted this guidance as of the beginning of fiscal year 2019 and elected not to reclassify the income tax effects of the Tax Act from accumulated other comprehensive income to retained earnings.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which supersedes Accounting Standards Codification (“ASC”) 840, Leases, and has issued subsequent amendments to Topic 842. The Company adopted Topic 842 on December 30, 2018, the effective and initial application date, using the modified retrospective approach. The Company elected from the package of practical expedients permitted under the transition guidance within Topic 842, which, among other things, allowed the Company to carry forward the historical lease classification. Adoption of Topic 842 resulted in the recording of additional net lease assets and lease liabilities of approximately $100 million, as of December 30, 2018. The initial adoption of Topic 842 did not materially impact the Company’s Consolidated Statement of Comprehensive Income and Consolidated Statement of Cash Flows. The Company has revised its relevant policies and procedures, as applicable, to meet the new accounting, reporting and disclosure requirements of Topic 842. See Note 14, Leases.

Recently Issued Accounting Pronouncements

In August 2018, the FASB issued ASU No. 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, which provides new guidance on the accounting for implementation, set-up, and other upfront costs incurred in a hosted cloud computing arrangement. Under the new guidance, entities will apply the same criteria for capitalizing implementation costs as they would for an internal-use software license arrangement. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. This ASU can be adopted prospectively to eligible costs

incurred on or after the date of adoption or retrospectively. The Company does not expect the adoption of the guidance under the new standard to materially affect its financial position or results of operations.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which requires entities to use a forward looking, expected loss model to estimate credit losses. It also requires additional disclosure related to credit quality of trade and other receivables, including information related to management’s estimate of credit allowances. ASU 2016-13 was further amended in November 2018 by ASU 2018-19, Codification Improvements to Topic 236, Financial Instrument-Credit Losses. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. The Company does not expect the adoption of the provisions of the new standard to materially affect its financial position or results of operations.