Retirement Plans

12 Months Ended

Dec. 30, 2023

Retirement Benefits [Abstract]

Retirement Plans

RETIREMENT PLANS

The Company sponsors a defined benefit pension plan and 401(k) plan for eligible employees, and provides certain postretirement health and welfare benefits to eligible retirees and their dependents.

Company Sponsored Defined Benefit Plans — The Company sponsors the US Foods Consolidated Defined Benefit Retirement Plan (the “Retirement Plan”), a qualified defined benefit retirement plan, that pays benefits to eligible employees at the time of retirement, using actuarial formulas based upon a participant’s years of credited service and compensation. Only certain union associates are eligible to participate and continue to accrue benefits under the plan per the collective bargaining

agreements. The plan is closed and frozen to all other employees. The Company also maintains postretirement health and welfare plans for certain employees. Amounts related to the Retirement Plan and other postretirement plans recognized in the Company’s consolidated financial statements are determined on an actuarial basis.

In the quarter ending July 1, 2023, the Company issued a notice of intent to terminate the majority of the Retirement Plan. This was previously approved by the Company’s Board of Directors. Effective December 30, 2023, the Retirement Plan was split into the Retirement Plan that is continuing, the “Ongoing Plan”, and the portion of the Retirement Plan that is terminating, the “Terminating Plan.” The Company has commenced the plan termination process for the Terminating Plan and expects all benefits to be settled during 2024, either through a lump-sum payment to participants or the purchase of an annuity offering on behalf of the participants.. As the amount of the settlement depends on a number of factors determined as of the Terminating Plan liquidation date, including the annuity pricing, interest rate environment and asset experience, we are currently unable to determine the ultimate cost of the settlement of the Terminating Plan at this time. No cash contributions were required in the current fiscal year to support the Terminating Plan transaction. As a result of the planned termination, the net funded status of the Terminating Plan is recorded within accrued expenses and other current liabilities in the Consolidated Balance Sheet as of December 20, 2023.

The components of net periodic pension benefit costs (credits) for the Retirement Plan the last three fiscal years were as follows:

	2023		2022		2021
Components of net periodic pension benefit (credits) costs:
Service cost	$	2	$	3	$	3
Interest cost	38		30		29
Expected return on plan assets	(47)		(52)		(54)
Amortization of net loss	3		—		—
Net periodic pension benefit (credits) costs	$	(4)	$	(19)	$	(22)

Other postretirement benefit costs were de minimis for fiscal years 2023, 2022 and 2021.

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

The Company did not make a significant contribution to the Retirement Plan in fiscal years 2023, 2022 and 2021. There have been no non-cash settlement costs incurred in fiscal years 2023, 2022, and 2021.

Changes in plan assets and benefit obligations recorded in accumulated other comprehensive loss for pension benefits for the last three fiscal years were as follows:

	2023		2022		2021
Changes recognized in accumulated other comprehensive loss:
Actuarial (loss) gain	$	(58)	$	(73)	$	14
Amortization of net loss	3		—		—
Net amount recognized	$	(55)	$	(73)	$	14

Changes in plan assets and benefit obligations recorded in accumulated other comprehensive loss for other postretirement benefits for the last three fiscal years were de minimis.

The funded status of the Retirement Plan for the last three fiscal years was as follows:

	Pension Benefits
	2023		2022		2021
Change in benefit obligation:
Benefit obligation as of beginning of year	$	720	$	1,016	$	1,061
Service cost	2		3		3
Interest cost	38		30		29
Actuarial (gain) loss	58		(274)		(30)
Benefit disbursements	(41)		(55)		(47)
Projected benefit obligation as of end of year	777		720		1,016
Change in plan assets:
Fair value of plan assets as of beginning of year	753		1,103		1,112
(Loss) return on plan assets	48		(295)		38
Benefit disbursements	(41)		(55)		(47)
Fair value of plan assets as of end of year	760		753		1,103
Net funded status	$	(17)	$	33	$	87

The net funded status of the Retirement Plan for fiscal year 2023 decreased from a net asset of $33 million to a net liability of $17 million, as a result of market conditions, adjustments related to the Terminating Plan and actuarial losses. The net funded status of the Retirement Plan for fiscal year 2022 decreased from a net asset of $87 million to a net asset of $33 million, primarily due to negative investment returns on assets, offset by an increase in the discount rate.

The fiscal year 2023 pension benefits actuarial loss of $58 million was primarily due to a decrease in the discount rate and terminating plan adjustments. The fiscal year 2022 pension benefits actuarial gain of $274 million was primarily due to an increase in the discount rate. The fiscal year 2021 pension benefits actuarial gain of $30 million was primarily due to an increase in the discount rate.

The funded status of the Other Post Retirement Plans for the last three fiscal years was as follows:

	Other Postretirement Plans
	2023		2022		2021
Change in benefit obligation:
Benefit obligation as of beginning of year	$	5	$	6	$	6
Benefit disbursements	(1)		(1)		(1)
Other	1		—		1
Benefit obligation as of end of year	5		5		6
Change in plan assets:
Fair value of plan assets as of beginning of year	—		—		—
Employer contribution	1		1		1
Benefit disbursements	(1)		(1)		(1)
Fair value of plan assets as of end of year	—		—		—
Net funded status	$	(5)	$	(5)	$	(6)

Service cost, interest cost and actuarial (gain) loss for other postretirement benefits were de minimis for fiscal years 2023, 2022 and 2021.

The amounts recognized on the Company’s Consolidated Balance Sheets related to the company-sponsored defined benefit plans and other postretirement benefit plans consisted of the following:

	Pension Benefits
	2023		2022		2021
Amounts recognized in the consolidated    balance sheets consist of the following:
Prepaid benefit obligation—noncurrent	$	—	$	34	$	89
Accrued benefit obligation—current	(16)		—		—
Accrued benefit obligation—noncurrent	(1)		(1)		(1)
Net amount recognized in the consolidated    balance sheets	$	(17)	$	33	$	88
Amounts recognized in accumulated other    comprehensive loss consist of the following:
Net loss	$	213	$	159	$	85
Net loss recognized in accumulated other    comprehensive loss	$	213	$	159	$	85
Additional information:
Accumulated benefit obligation	$	775	$	717	$	1,012

	Other Postretirement Plans
	2023		2022		2021
Amounts recognized in the consolidated    balance sheets consist of the following:
Accrued benefit obligation—current	$	(1)	$	(1)	$	(1)
Accrued benefit obligation—noncurrent	(4)		(4)		(5)
Net amount recognized in the consolidated    balance sheets	$	(5)	$	(5)	$	(6)
Amounts recognized in accumulated other    comprehensive loss consist of the following:
Gain, net of prior service cost	$	1	$	1	$	1
Net gain recognized in accumulated other    comprehensive loss	$	1	$	1	$	1
Additional information:
Accumulated postretirement benefit obligation	$	5	$	5	$	6

Weighted average assumptions used to determine benefit obligations as of period-end and net pension costs for the last three fiscal years were as follows:

	Pension Benefits
	2023		2022		2021
Benefit obligation:
Discount rate	5.15	%	5.50	%	3.00	%
Annual compensation increase	2.96	%	2.96	%	2.96	%
Net cost:
Discount rate	5.50	%	3.00	%	2.80	%
Expected return on plan assets	6.50	%	4.75	%	5.00	%
Annual compensation increase	2.96	%	2.96	%	2.96	%

	Other Postretirement Plans
	2023		2022		2021
Benefit obligation—discount rate	5.20	%	5.50	%	3.00	%
Net cost—discount rate	5.50	%	3.00	%	2.80	%

The measurement date for the defined benefit and other postretirement benefit plans was December 31 for fiscal years 2023, 2022 and 2021. The Company applies the practical expedient under ASU No. 2015-4 to measure defined benefit retirement obligations and related plan assets as of the month-end that is closest to its fiscal year-end.

The mortality assumptions used to determine the pension benefit obligation as of December 31, 2023 and December 31, 2022 are based on the Pri-2012 base mortality table with the MP-2020 mortality improvement scale published by the Society of Actuaries.

A health care cost trend rate is used in the calculations of postretirement medical benefit plan obligations. The assumed healthcare trend rates for the last three fiscal years were as follows:

	2023		2022		2021
Immediate rate	6.30	%	6.50	%	5.50	%
Ultimate trend rate	4.50	%	4.50	%	4.50	%
Year the rate reaches the ultimate trend rate	2037		2037		2037

Retirees covered under these plans are responsible for the cost of coverage in excess of the subsidy, including all future cost increases.

In determining the discount rate, the Company determines the implied rate of return on a hypothetical portfolio of high-quality fixed-income investments, for which the timing and amount of cash outflows approximates the estimated pension plan payouts. The discount rate assumption is reviewed annually and revised as appropriate.

The expected long-term rate of return on plan assets is derived from a mathematical asset model. This model incorporates assumptions on the various asset class returns, reflecting a combination of historical performance analysis and the forward-looking views of the financial markets regarding the yield on long-term bonds and the historical returns of the major stock markets. The rate of return assumption is reviewed annually and revised as deemed appropriate.

The US Foods, Inc. Retirement Investment Committee (the “Committee”) has authority and responsibility to oversee the investment and management of the trust (“the Trust”) which holds the assets of the Retirement Plan and has adopted an Investment Policy to provide a framework for the management of the Trust’s assets, including the objectives and long-term strategy with respect to the investment program of the Trust. Pursuant to the Investment Policy, the primary goal of investing Trust assets is to ensure that pension liabilities are met over time, and that Trust assets are invested in a manner that maximizes the probability of meeting pension liabilities. The secondary goal of investing Trust assets is to maximize long-term investment return consistent with a reasonable level of risk. Through consultation with its investment consultant, the Committee has developed long-term asset allocation guidelines intended to achieve investment objectives relative to projected liabilities. Based on those projections, the Committee has approved a dynamic asset allocation strategy that increases the liability-hedging assets of the Trust and decreases the return-seeking assets of the Trust as the funded ratio of the Retirement Plan improves. Based upon the funded ratio of the Retirement Plan, an asset allocation of 15% equity securities (U.S. large cap equities, U.S. small and mid-cap equities and non-U.S. equities) and 85% fixed income securities (U.S. Treasuries, STRIPs, and investment grade corporate bonds) was targeted during the Company’s fiscal year 2023. The actual mix of assets in the Trust as of December 30, 2023 consisted of 16% equity securities and 84% fixed income securities.

The following table sets forth the fair value of our defined benefit plans’ assets by asset fair value hierarchy level:

	Asset Fair Value as of December 30, 2023
	Level 1		Level 2		Level 3		Total
Equities:
Domestic	$	18	$	—	$	—	$	18
International	1		—		—		1
Mutual fund:
International equities	11		—		—		11
Long-term debt securities:
Corporate debt securities:
Domestic	—		116		—		116
International	—		16		—		16
U.S. government securities	—		2		—		2
Other			3				3
	$	30	$	137	$	—	167
Common collective trust funds:
Cash equivalents							286
Domestic equities							72
International equities							20
Treasury STRIPS							67
U.S. government securities							148
Total investments measured at net asset value as a practical expedient							593
Total defined benefit plans’ assets							$	760

	Asset Fair Value as of December 31, 2022
	Level 1		Level 2		Level 3		Total
Equities:
Domestic	$	32	$	—	$	—	$	32
International	2		—		—		2
Mutual fund:
International equities	22		—		—		22
Long-term debt securities:
Corporate debt securities:
Domestic	—		216		—		216
International	—		27		—		27
U.S. government securities			7		—		7
Other	—		3		—		3
	$	56	$	253	$	—	309
Common collective trust funds:
Cash equivalents							24
Domestic equities							147
International equities							41
Treasury STRIPS							164
U.S. government securities							68
Total investments measured at net asset value as a practical expedient							444
Total defined benefit plans’ assets							$	753

A description of the valuation methodologies used for assets measured at fair value is as follows:

•Cash and cash equivalents are valued at original cost, plus accrued interest.

•Equities are valued at the closing price reported on the active market on which individual securities are traded.

•Mutual funds are valued at the closing price reported on the active market on which individual funds are traded.

•Long-term debt securities are valued at the estimated price a dealer will pay for the individual securities.

•Common collective trust funds are measured at the net asset value as of the December 31, 2023 and 2022 measurement dates. This class represents investments in common collective trust funds that invest in:

◦Equity securities, which may include common stocks, options and futures in actively managed funds; and

◦Treasury STRIPS (Separate Trading of Registered Interest and Principal of Securities) representing zero coupon Treasury securities with long-term maturities.

◦U.S. government securities representing government bonds with long-term maturities.

Estimated future benefit payments, under Company sponsored plans as of December 30, 2023, were as follows:

	Pension Benefits		Other Postretirement Plans
2024	$	775	$	1
2025	2		1
2026	2		1
2027	2		1
2028	2		1
Subsequent five years	7		2

The Company expects to make contributions to the Retirement Plans in fiscal year 2024 in connection with the terminating plan.

Other Company Sponsored Benefit Plans—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 $65 million, $57 million and $52 million for fiscal years 2023, 2022 and 2021, respectively.

Multiemployer Pension Plans—The Company is also required to contribute to various multiemployer pension plans under the terms of collective bargaining agreement (“CBAs”) that cover certain of its union-represented employees. These plans are jointly administered by trustees for participating employers and the applicable unions.

The risks of participating in multiemployer pension plans differ from traditional single-employer defined benefit plans as follows:

•Assets contributed to a multiemployer pension plan by one employer may be used to provide benefits to the employees of other participating employers.

•If a participating employer stops contributing to a multiemployer pension plan, the unfunded obligations of the plan may be borne by the remaining participating employers.

•If the Company elects to stop participation in a multiemployer pension plan, or if the number of the Company’s employees participating in a plan is reduced to a certain degree over certain periods of time, the Company may be required to pay a withdrawal liability based upon the underfunded status of the plan.

The Company’s participation in multiemployer pension plans for the fiscal year ended December 30, 2023 is outlined in the tables below. The Company considers significant plans to be those plans to which the Company contributed more than 5% of total contributions to the plan in a given plan year, or for which the Company believes its estimated withdrawal liability, should it decide to voluntarily withdraw from the plan, may be material to the Company. For each plan that is considered individually significant to the Company, the following information is provided:

•The EIN/Plan Number column provides the Employee Identification Number (“EIN”) and the three-digit plan number assigned to a plan by the Internal Revenue Service.

•The most recent Pension Protection Act (“PPA”) zone status available for fiscal years 2023 and 2022 is for the plan years beginning in 2022 and 2021, respectively. The zone status is based on information provided to participating employers by each plan and is certified by the plan’s actuary. A plan in the red zone has been determined to be in critical status, or

critical and declining status, based on criteria established under the Internal Revenue Code (the “Code”), and is generally less than 65% funded. Plans are generally considered “critical and declining” if they are projected to become insolvent within 20 years. A plan in the yellow zone has been determined to be in endangered status, based on criteria established under the Code, and is generally less than 80% but more than 65% funded. A plan in the green zone has been determined to be neither in critical status nor in endangered status, and is generally at least 80% funded.

•The FIP/RP Status Pending/Implemented column indicates plans for which a financial improvement plan (“FIP”) or a rehabilitation plan (“RP”) is either pending or has been implemented. In addition to regular plan contributions, participating employers may be subject to a surcharge if the plan is in the red zone.

•The Surcharge Imposed column indicates whether a surcharge has been imposed on participating employers contributing to the plan.

•The Expiration Dates column indicates the expiration dates of the CBAs to which the plans are subject.

Pension Fund	EIN/ Plan Number	PPA Zone Status		FIP/RP Status Pending/ Implemented	Surcharge Imposed	Expiration Dates
		2023	2022
Minneapolis Food Distributing    Industry Pension Plan	41-6047047/001	Green	Green	N/A	No	04/05/2025
Teamster Pension Trust Fund of    Philadelphia and Vicinity	23-1511735/001	Green	Green	N/A	No	02/13/2026
Local 703 I.B. of T. Grocery and Food Employees’ Pension Plan	36-6491473/001	Green	Green	N/A	No	06/30/2026
United Teamsters Trust Fund A	13-5660513/001	Yellow	Yellow	Implemented	No	05/01/2027
Warehouse Employees Local    169 and Employers Joint    Pension Fund	23-6230368/001	Red	Red	Implemented	No	02/13/2026
UFCW National Pension Fund	51-6055922 / 001	Green	Green	N/A	No	06/27/2026

The following table provides information about the Company’s contributions to its multiemployer pension plans. For plans that are not individually significant to the Company, the total amount of the Company’s contributions is aggregated.

	Contributions(1)(2)						Contributions That Exceed 5% of Total Plan Contributions(3)
	2023		2022		2021		2022	2021
Pension Fund
Minneapolis Food Distributing Industry Pension Plan	$	6	$	6	$	5	Yes	Yes
Teamster Pension Trust Fund of Philadelphia and Vicinity	5		5		4		No	No
Local 703 I.B. of T. Grocery and Food Employees’ Pension Plan	3		3		4		Yes	Yes
United Teamsters Trust Fund A	2		1		1		Yes	Yes
Warehouse Employees Local 169 and Employers Joint Pension Fund	1		1		1		Yes	Yes
UFCW National Pension Fund	—		—		1		No	No
Other funds	38		31		27		—	—
	$	55	$	47	$	43

(1)Contributions made to these plans during the Company’s fiscal year, which may not coincide with the plans’ respective fiscal years.

(2)    Contributions do not include payments related to multiemployer pension plan withdrawals/settlements.

(3)    Indicates whether the Company was listed in the respective multiemployer pension plan Form 5500 for the applicable plan year as having made more than 5% of total contributions to the plan.     

If the Company elects to voluntarily withdraw from a multiemployer pension plan, it may be responsible for its proportionate share of the respective plan’s unfunded vested liability. Based on the latest information available from plan administrators, the Company estimates its aggregate withdrawal liability from the multiemployer pension plans in which it participates to be approximately $130 million as of December 30, 2023. Actual withdrawal liabilities incurred by the Company, if it were to withdraw from one or more plans, could be materially different from the estimates noted here, based on better or more timely information from plan administrators or other changes affecting the respective plans’ funded status.