Q3 FY2016 Results November 8, 2016 Cautionary Statements - - PowerPoint PPT Presentation

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Q3 FY2016 Results November 8, 2016 Cautionary Statements - - PowerPoint PPT Presentation

US Foods Holding Corporation Q3 FY2016 Results November 8, 2016 Cautionary Statements Forward-Looking Statements This presentation contains forward - looking statements within the meaning of the safe harbor provisions of the United


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SLIDE 1

Q3 FY2016 Results

US Foods Holding Corporation November 8, 2016

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SLIDE 2

Cautionary Statements

1

Forward-Looking Statements This presentation contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as “believe,” “expect,” “project,” “anticipate,” “intend,” “plan,” “estimate,” “target,” “seek,” “will,” “may,” “would,” “should,” “could,” “forecasts,” “mission,” “strive,” “more,” “goal,” or similar expressions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward- looking statements. Important factors that could cause our actual results to differ materially from the forward-looking statements contained in this presentation include, among others: our ability to remain profitable during times of cost inflation, commodity volatility, and other factors; industry competition and our ability to successfully compete; our reliance on third-party suppliers, including the impact of any interruption of supplies or increases in product costs; risks related to our indebtedness, including our substantial amount of debt, our ability to incur substantially more debt, and increases in interest rates; any change in our relationships with GPOs; any change in our relationships with long-term customers; our ability to increase sales to independent customers; our ability to successfully consummate and integrate future acquisitions; our ability to achieve the benefits that we expect from our cost savings programs; shortages of fuel and increases or volatility in fuel costs; any declines in the consumption of food prepared away from home, including as a result of changes in the economy or other factors affecting consumer confidence; liability claims related to products we distribute; our ability to maintain a good reputation; costs and risks associated with labor relations and the availability of qualified labor; changes in industry pricing practices; changes in competitors’ cost structures; our ability to retain customers not obligated by long-term contracts to continue purchasing products from us; environmental, health and safety costs; costs and risks associated with government laws and regulations, including environmental, health, safety, food safety, transportation, labor and employment, laws and regulations, and changes in existing laws or regulations; technology disruptions and our ability to implement new technologies; costs and risks associated with a potential cybersecurity incident; our ability to manage future expenses and liabilities associated with our retirement benefits; disruptions to our business caused by extreme weather conditions; costs and risks associated with litigation; changes in consumer eating habits; costs and risks associated with our intellectual property protections; and risks associated with potential infringements

  • f the intellectual property of others.

For a detailed discussion of these risks and uncertainties, see the section entitled “Risk Factors” in our prospectus dated May 25, 2016, which was filed with the Securities and Exchange Commission on May 27, 2016, pursuant to Rule 424(b)(4) of the Securities Act of 1933, as amended. All forward-looking statements made in this presentation are qualified by these cautionary statements. The forward-looking statements contained in this presentation speak only as of the date of this

  • presentation. We undertake no obligation, other than as may be required by law, to update or revise any forward-looking or cautionary statements to reflect

changes in assumptions, the occurrence of events, unanticipated or otherwise, or changes in future operating results over time or otherwise. Comparisons of results between current and prior periods are not intended to express any future trends, or indications of future performance, unless expressed as such, and should

  • nly be viewed as historical data.

Non-GAAP Financial Measures Some of the information included in this presentation is derived from our consolidated financial information but is not presented in our financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Certain of these data are considered “Non-GAAP Financial Measures” under SEC rules. These Non-GAAP Financial Measures supplement our GAAP disclosures and should not be considered an alternative to the GAAP measure. Reconciliations to the most directly comparable GAAP financial measures can be found in the Appendix to this presentation. These Non-GAAP Financial Measures are provided as supplemental measures to GAAP regarding our operational performance. Management uses these Non-GAAP Financial Measures (a) to evaluate the company’s historical and prospective financial performance as well as its performance relative to its competitors as they assist in highlighting trends, (b) to set internal sales targets and spending budgets, (c) to measure operational profitability and the accuracy of forecasting, (d) to assess financial discipline over operational expenditures, and (e) as an important factor in determining variable compensation for management and employees. EBITDA and Adjusted EBITDA are also used for certain covenants and restricted activities under our debt agreements. We believe these Non-GAAP financial measures are frequently used by securities analysts, investors, and other interested parties to evaluate companies in our industry.

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SLIDE 3

Third quarter highlights

2

  • Top-line momentum continued with 4% total and 5.5% independent

restaurant case growth

  • Solid earnings growth and margin expansion in a deflationary

environment

  • New innovative products and a growing suite of leading e-commerce

tools for customers

  • Two new cost initiatives launched following successful rollout of

field operating model

  • Recent acquisitions successfully integrated, 2 more announced
  • Raising full-year guidance to 9-10% Adjusted EBITDA growth
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SLIDE 4

Case Volume Growth with Independent Restaurant customers

YoY percent change

Total Case Volume Growth

YoY percent change

Top-line growth momentum continues

3

RESULTS SUMMARY

2.5% 4.0% 4.4% 4.7% 6.5% 4.6% 3.5% 8.0% 6.8% 5.5% Q1 Q2 Q3 Q4* Q1 Q2 Q3 Acquisitions

2015 2016

4% total case volume growth in Q3

  • 5.5% independent restaurant growth
  • Broad-based customer wins
  • Planned chain exits wrapped in Q3

2.5% total case volume growth YTD

  • 6.5% independent restaurant growth
  • 4.0-4.5% organic run-rate with

independents when normalized for calendar timing and weather Positive restaurant market growth

  • 1-2% real growth outlook
  • Independent restaurants faring better

than chains

Organic

4.0-4.5% organic run-rate adjusted for calendar timing and weather

(0.7%) 0.0% (0.6%) (0.6%) 2.4% 1.2% 4.0% Q1 Q2 Q3 Q4* Q1 Q2 Q3

2015 2016

* Q4 2015 results normalized to adjust for 53rd week

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SLIDE 5

Growing portfolio of exclusive offerings to independent restaurants supports market share growth

4

TIPPING POINT FOOD COST MANAGEMENT

  • Server Training Program
  • Easy-to-use kit
  • Focused on categories that increase

check average

  • Over 4,000 independent restaurants

have participated

  • Generates predictive sales forecast

– Purchase history – Promotional events – Weather

  • Integration with e-commerce

– Seamless ordering – Automatic inventory update

E-COMMERCE ADOPTION WITH INDEPENDENT RESTAURANT CUSTOMERS

% of sales via e-commerce

5% 15% 25% 35% 45% 55%

2011 Q3 2016

48% trial rate over first 7 weeks of launch

New New

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SLIDE 6

Five strategic acquisitions in the past 10 months

5

ACQUISITIONS

ANNOUNCED

FINANCIAL TARGETS SALES INTEGRATION STRATEGY

  • Market share growth with

independent restaurant customers

  • Convert to USF systems, optimize

and operate facility

  • Market share growth with

independent restaurant customers

  • Fold-in to USF facilities
  • Strengthen produce distribution

and value-added processing capabilities

  • Operate facility
  • Market share growth with

independent restaurant customers

  • Fold-in to USF facility
  • Strengthen seafood sourcing and

distribution capabilities

  • Operate facility

Wisconsin December 2015 Massachusetts March 2016 New York September 2016 Ohio May 2016 Florida October 2016

ANNUAL SALES

$ Millions

$120 $107 $130 $26 $80 Announced September 2016 Announced October 2016

OPERATIONS

AND

SYSTEMS

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SLIDE 7

6

Q3 Net Sales Growth Drivers

$ Millions

4.0% 0.8% Case Growth

  • vs. PY

Net Sales Growth vs. PY 100% = 320 bps

Product Deflation Freshway Acquisition & Mix

Net Sales results impacted by significant deflation

Deflation Trends: Beef & Dairy

Average selling price/case

INDEX:100 = Q3 2015

Q3 2015 Q4 Q1 2016 Q2 Q3 Dairy Beef

100 80

Q3 Net Sales

$ Millions

YTD Net Sales

$ Millions

$17,192 $17,241 2015 2016

+0.3% +0.8%

$5,796 $5,841 2015 2016

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SLIDE 8

Gross profit gains despite deflationary pressures

7

RESULTS SUMMARY

Solid year-over-gains as initiatives offset deflationary headwinds

  • Volume growth
  • Favorable customer mix
  • Merchandising initiatives
  • Effective management of significant

commodity deflation

Q3 Gross Profit

$ Millions; Percent of Sales

$1,013 $1,033 2015 2016 17.5% 17.7% +2.0% +21 bps

YTD Gross Profit

$ Millions; Percent of Sales

$2,935 $3,026 2015 2016 17.1% 17.6% +48 bps

* Reconciliations of non-GAAP measures are provided in the Appendix

Adjusted Gross Profit*

Q3: $1.0B, up $33M or 3.3%

  • 17.6% of sales, up 44 bps

YTD: $3.0B, up $109 or 3.7%

  • 17.4% of sales, up 58 bps

+3.1%

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SLIDE 9

Operating expense performance showing improvement RESULTS SUMMARY

8

Initiatives and lower restructuring charges driving year-over-year improvements

  • Distribution, selling & admin costs down

$8M in Q3; $27M YTD

  • Restructuring $14M lower in Q3; $43M YTD
  • Impact from labor disruptions partially offset

by productivity initiatives

  • Field reorganization successfully completed

Adjusted Operating Expenses*

Q3: $781M, up 1.8%

  • 13.4% of sales, up 14 bps

YTD: $2.3B, up 1.0%

  • 13.3% of sales, up 10 bps

Q3 Operating Expenses

$ Millions; Percent of Sales

$940 $917 2015 2016 16.2% 15.7% (2.5)% (52) bps

YTD Operating Expenses

$ Millions; Percent of Sales

$2,797 $2,728 2015 2016 16.3% 15.8% (2.5)% (45) bps

* Reconciliations of non-GAAP measures are provided in the Appendix

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SLIDE 10

Two new cost initiatives launched following successful implementation of new field operating model

9 2015

Productivity and Cost Reduction

RECENT INITIATIVES Field Operating Model

  • Multi-site management model
  • 8 regions to 5
  • Streamlined and standardized business processes

Corporate Operating Model

  • Targets corporate and administrative costs
  • Simplify organization
  • Streamline processes
  • Extend shared services

Centralized Replenishment

  • Targets COGS and logistics savings
  • Extended central procurement
  • Expanded produce redistribution network

COST ELEMENT Distribution Sales Force Efficiency Corporate and Administrative

POST RECESSION COST REDUCTION

2007 2011 2016

REBRANDING AND GROWTH CURRENT FOCUS AREAS

  • Common IT platform
  • Back office centralization
  • Shared service model
  • E-Commerce
  • Food innovation
  • Category management
  • Data analytics
  • Extended customer services
  • Field operating model
  • Team-based selling model

MERGER UNCERTAINTY

Completed Q3 Launched Q4 Launched Q3

New New

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SLIDE 11

Solid Q3 and year-to-date earnings growth

10 $73 $115 2015 2016

1.3% 2.0%

Q3 Operating Income

$ Millions; Percent of Sales

Q3 Adjusted EBITDA*

$ Millions; Percent of Sales

$5 $55 $133 $87 GAAP Adjusted*

Q3 Net Income

$ Millions

YTD Operating Income

$ Millions; Percent of Sales

YTD Adjusted EBITDA*

$ Millions; Percent of Sales

YTD Net Income

$ Millions

$177 $72 $133 $201 GAAP Adjusted* $225 $244 2015 2016

+8.4%

$620 $707 2015 2016 $137 $298 2015 2016

3.9% 4.2%

+118% +58%

2015 2016 2015 2016

+14.0%

0.8% 1.7% 3.6% 4.1% * Reconciliations of non-GAAP measures are provided in the Appendix

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SLIDE 12

YTD Cash Flow from Operations

$ Millions

Net Debt* and Leverage

$ Millions; Percent of Sales

FY2016 Interest Expense

$ Millions

Strong cash flow and continued deleveraging

11

$298 $440

2015 2016

Leverage Net Debt

$141 $85-$95

1H 2H

Defeasance of $472 million, 6.38% CMBS Facility completed in Q3

* Reconciliations of non-GAAP measures are provided in the Appendix Note: 2015 results normalized to exclude $288 million one-time merger termination fee

$3,995 $4,860 $3,675

4.6x 5.3x 3.8x Q3 2015 Pre-IPO Q3 2016

(33)-(40)%

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SLIDE 13

Raising 2016 FY outlook: Adj. EBITDA growth of 9-10%

12

  • 6-7% Independent Restaurant case volume growth over prior year
  • 9-10% Adjusted EBITDA growth over prior year, raised from 8-9%
  • Full year interest expense between $225-$235 million
  • Capital Expenditures of $190-$200 million plus $80 million of fleet

capital leases

  • Depreciation and Amortization estimate of $415-$425 million
  • Approximately 225 million weighted average diluted shares expected at

end of Q4

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SLIDE 14

Mid-Term Targets Remain Unchanged

13

Mid-Term Targets

Case Volume Growth 2 – 4% Net Sales Growth 4 – 6% Adjusted EBITDA Growth 7 – 10% Net Debt/Adjusted EBITDA (ex Future Acquisitions) ~3x CAPEX/Sales (ex Future Acquisitions) ~1%

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SLIDE 15

APPENDIX:

  • Q3 AND YTD SUMMARY
  • NON-GAAP RECONCILIATIONS

14

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SLIDE 16

15

Q3 Financial Performance

Note: (1) Reconciliations of these non-GAAP measures are provided in the Appendix. (2) Represents Adjusted EBITDA as a percentage of Net Sales. Individual components may not add to total presented due to rounding.

Reported Adjusted(1) $ Millions except per share data Q3 2016 Q3 2015 Y-O-Y % Change Q3 2016 Q3 2015 Y-O-Y % Change Case Growth +4.0% Net Sales $5,841 $5,796 +0.8% Gross Profit $1,033 $1,013 +2.0% $1,026 $993 +3.3% % of Net Sales 17.7% 17.5% +21 bps 17.6% 17.1% +44 bps Operating Expenses $917 $940 (2.5%) $781 $767 1.8% % of Net Sales 15.7% 16.2% (52) bps 13.4% 13.2% +14 bps Operating Income $115 $73 +57.5% $244 $226 +8.0% Net Income $133 $5 +2,560.0% $87 $55 +58.2% Diluted EPS $0.59 $0.03 +1,866.7% $0.39 $0.32 +21.9% Adjusted EBITDA $244 $225 +8.4% Adjusted EBITDA Margin (2) 4.2% 3.9% +30 bps

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SLIDE 17

16

Note: (1) Reconciliations of these non-GAAP measures are provided in the Appendix. (2) Represents Adjusted EBITDA as a percentage of Net Sales. Individual components may not add to total presented due to rounding.

Reported Adjusted(1) $ Millions except per share data Q3 2016 Q3 2015 Y-O-Y % Change Q3 2016 Q3 2015 Y-O-Y % Change Case Growth +2.5% Net Sales $17,241 $17,192 +0.3% Gross Profit $3,026 $2,935 +3.1% $3,001 $2,893 +3.7% % of Net Sales 17.6% 17.1% +48 bps 17.4% 16.8% +58 bps Operating Expenses $2,728 $2,797 (2.5%) $2,294 $2,271 1.0% % of Net Sales 15.8% 16.3% (45) bps 13.3% 13.2% +10 bps Operating Income $298 $137 +117.5% $707 $621 +13.8% Net Income $133 $177 (24.9%) $201 $72 +179.2% Diluted EPS $0.68 $1.04 (34.6%) $1.02 $0.42 +142.9% Adjusted EBITDA $707 $620 +14.0% Adjusted EBITDA Margin (2) 4.1% 3.6% +49 bps

Q3 Year to Date Financial Performance

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SLIDE 18

17

Non-GAAP Reconciliation - Adjusted Gross Profit and Adjusted Operating Expenses

Notes: (1) Represents the non-cash impact of net LIFO reserve adjustments. (2) Consists of management fees paid to Clayton, Dubilier & Rice, LLC. and Kohlberg Kravis Roberts & Co. L.P. (collectively, the “Sponsors”) for consulting and management advisory services. On June 1, 2016, the consulting and management agreements with each of the Sponsors were terminated for an aggregate termination fee of $31 million. (3) Consists primarily of facility related closing costs, including severance and related costs, tangible asset impairment charges, organizational realignment costs, and estimated multiemployer pension withdrawal liabilities. (4) Share-based compensation expense for vesting of stock awards. (5) Consists primarily of costs related to significant process and systems redesign, across multiple functions. (6) Consists of costs related to the Acquisition, including certain employee retention costs. (7) Other includes gains, losses or charges as specified under USF’s debt agreements. The balance for the quarter ended September 26, 2015 includes $9 million of brand re-launch and marketing costs and $3 million of closed facility carrying costs, partially offset by a $9 million net insurance benefit. The balance for the year-to-date period ended October 1, 2016 includes $5 million of initial public offering readiness costs, $4 million of closed facility carrying costs and $3 million of business acquisition related costs, partially offset by a $10 million insurance benefit. The balance for the year-to-date period ended September 26, 2015 includes a $16 million legal settlement charge, $9 million of brand re-launch and marketing costs, and $4 million of closed facility carrying costs, partially offset by a $11 million net insurance benefit. *Individual components may not add to total presented due to rounding.

(In millions)*

October 1, 2016 Sept 26, 2015 October 1, 2016 Sept 26, 2015

Gross Profit 1,033 $ 1,013 $ 3,026 $ 2,935 $ LIFO reserve change1 (7) (20) (25) (42) Adjusted Gross Profit 1,026 $ 993 $ 3,001 $ 2,893 $ Operating Expenses 917 $ 940 $ 2,728 $ 2,797 $ Adjustments: Depreciation and amortization expense (106) (101) (314) (299) Sponsor fees2

  • (3)

(36) (8) Restructuring and tangible asset impairment charges 3 (15) (29) (39) (82) Share-based compensation expense4 (5) (3) (14) (8) Business transformation costs 5 (10) (11) (26) (31) Acquisition related costs 6

  • (23)

(1) (79) Other7

  • (3)

(4) (19) Adjusted Operating Expenses 781 $ 767 $ 2,294 $ 2,271 $ Quarter Ended YTD

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SLIDE 19

18

Non-GAAP Reconciliation - Adjusted Operating Income

Notes: (1) Consists of management fees paid to the Sponsors for consulting and management advisory services. On June 1, 2016, the consulting and management agreements with each of the Sponsors were terminated for an aggregate termination fee of $31 million. (2) Consists primarily of facility related closing costs, including severance and related costs, tangible asset impairment charges, organizational realignment costs, and estimated multiemployer pension withdrawal liabilities. (3) Share-based compensation expense for vesting of stock awards. (4) Represents the non-cash impact of net LIFO reserve adjustments. (5) Consists primarily of costs related to significant process and systems redesign, across multiple functions. (6) Consists of costs related to the Acquisition, including certain employee retention costs. (7) Other includes gains, losses or charges as specified under USF’s debt agreements. The balance for the quarter ended September 26, 2015 includes $9 million of brand re-launch and marketing costs and $3 million of closed facility carrying costs, partially offset by a $9 million net insurance benefit. The balance for the year-to-date period ended October 1, 2016 includes $5 million of initial public offering readiness costs, $4 million of closed facility carrying costs and $3 million of business acquisition related costs, partially offset by a $10 million insurance benefit. The balance for the year-to-date period ended September 26, 2015 includes a $16 million legal settlement charge, $9 million of brand re-launch and marketing costs, and $4 million of closed facility carrying costs, partially offset by a $11 million net insurance benefit. *Individual components may not add to total presented due to rounding.

(In millions)*

October 1, 2016 Sept 26, 2015 October 1, 2016 Sept 26, 2015

Operating Income 115 $ 73 $ 298 $ 137 $ Adjustments: Depreciation and amortization expense 106 101 314 299 Sponsor fees1

  • 3

36 8 Restructuring and tangible asset impairment charges 2 15 29 39 82 Share-based compensation expense3 5 3 14 8 LIFO reserve change4 (7) (20) (25) (42) Business transformation costs 5 10 11 26 31 Acquisition related costs 6

  • 23

1 79 Other7

  • 3

4 19 Adjusted Operating Income 244 $ 226 $ 707 $ 621 $ Quarter Ended YTD

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SLIDE 20

19

Non-GAAP Reconciliation - Adjusted EBITDA

Notes: (1) Consists of management fees paid to the Sponsors for consulting and management advisory services. On June 1, 2016, the consulting and management agreements with each of the Sponsors were terminated for an aggregate termination fee of $31 million. (2) Consists primarily of facility related closing costs, including severance and related costs, tangible asset impairment charges, organizational realignment costs, and estimated multiemployer pension withdrawal liabilities. (3) Share-based compensation expense for vesting of stock awards. (4) Represents the non-cash impact of net LIFO reserve adjustments. (5) Includes fees paid to debt holders, third party costs, early redemption premium, and the write off of certain pre-existing unamortized debt issuance costs, partially offset by the write-off of unamortized issue premium related to the June 2016 debt refinancing, and the loss related to the September 2016 CMBS Fixed Facility defeasance. (6) Consists primarily of costs related to significant process and systems redesign, across multiple functions. (7) Consists of costs related to the Acquisition, including certain employee retention costs. (8) Consists of net fees received in connection with the termination of the Acquisition Agreement. (9) Other includes gains, losses or charges as specified under USF’s debt agreements. The balance for the quarter ended September 26, 2015 includes $9 million of brand re-launch and marketing costs and $3 million of closed facility carrying costs, partially offset by a $9 million net insurance benefit. The balance for the year-to-date period ended October 1, 2016 includes $5 million of initial public offering readiness costs, $4 million of closed facility carrying costs and $3 million of business acquisition related costs, partially offset by a $10 million insurance benefit. The balance for the year-to-date period ended September 26, 2015 includes a $16 million legal settlement charge, $9 million of brand re-launch and marketing costs, and $4 million of closed facility carrying costs, partially offset by a $11 million net insurance benefit. (10) Represents our income tax (provision) benefit 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

  • r rates, changes related to prior year unrecognized tax benefits, discrete changes in valuation allowances, and the tax benefits recognized in continuing operations due to the existence of a gain in Other comprehensive income and

loss in continuing operations. The tax effect of pre-tax items excluded from Adjusted Net income is computed using a statutory tax rate after taking into account the impact of permanent differences and valuation allowances. We released the valuation allowance against federal and certain state net deferred tax assets in the 13-week and 39-week periods ended October 1, 2016. We were required to reflect the portion of the valuation allowance release related to current year ordinary income in the estimated annual effective tax rate and the portion of the valuation allowance release related to future years’ income discretely in the 13-weeks ended October 1, 2016. We maintained a valuation allowance against federal and state net deferred tax assets in the 13-week and 39-week periods ended September 26, 2015. The result was an immaterial tax effect related to pre-tax items excluded from Adjusted Net income in the 13-week and 39-week periods ended October 1, 2016 and September 26, 2015. *Individual components may not add to total presented due to rounding.

(In millions)*

October 1, 2016 Sept 26, 2015 October 1, 2016 Sept 26, 2015

Net income 133 $ 5 $ 133 $ 177 $ Interest expense, net 49 70 190 211 Income tax provision (benefit) (78) (2) (78) 37 Depreciation and amortization expense 106 101 314 299 EBITDA 210 175 559 724 Adjustments: Sponsor fees1

  • 3

36 8 Restructuring and tangible asset impairment charges 2 15 29 39 82 Share-based compensation expense3 5 3 14 8 LIFO reserve change4 (7) (20) (25) (42) Loss on extinguishment of debt5 12

  • 54
  • Business transformation costs 6

10 11 26 31 Acquisition related costs 7

  • 23

1 79 Acquisition termination fees - net8

  • (288)

Other9

  • 3

4 19 Adjusted EBITDA 244 225 707 620 Depreciation and amortization expense (106) (101) (314) (299) Interest expense, net (49) (70) (190) (211) Income tax (provision) benefit10 (2) 1 (2) (38) Adjusted Net income 87 $ 55 $ 201 $ 72 $ Quarter Ended YTD

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SLIDE 21

20

Non-GAAP Reconciliation – Adjusted Diluted Earnings Per Share (EPS)

October 1, 2016 Sept 26, 2015 October 1, 2016 Sept 26, 2015

Diluted EPS (GAAP) 0.59 $ 0.03 $ 0.68 $ 1.04 $ Sponsor fees1

  • 0.01

0.18 0.04 Restructuring and tangible asset impairment charges 2 0.07 0.17 0.20 0.48 Share-based compensation expense3 0.02 0.02 0.07 0.05 LIFO reserve change4 (0.03) (0.12) (0.13) (0.25) Loss on extinguishment of debt5 0.05

  • 0.27
  • Business transformation costs 6

0.04 0.06 0.13 0.18 Acquisition related costs 7

  • 0.13
  • 0.46

Acquisition termination fees, net8

  • (1.68)

Other9

  • 0.02

0.02 0.11 Income tax impact of adjustments 10 (0.35)

  • (0.40)

(0.01) Adjusted Diluted EPS (Non-GAAP) 0.39 $ 0.32 $ 1.02 $ 0.42 $ Weighted-average diluted shares outstanding 225,054,051 170,841,583 196,805,990 170,881,801 Quarter Ended YTD

Notes: (1) Consists of management fees paid to the Sponsors for consulting and management advisory services. On June 1, 2016, the consulting and management agreements with each of the Sponsors were terminated for an aggregate termination fee of $31 million. (2) Consists primarily of facility related closing costs, including severance and related costs, tangible asset impairment charges, organizational realignment costs, and estimated multiemployer pension withdrawal liabilities. (3) Share-based compensation expense for vesting of stock awards. (4) Represents the non-cash impact of net LIFO reserve adjustments. (5) Includes fees paid to debt holders, third party costs, early redemption premium, and the write off of certain pre-existing unamortized debt issuance costs, partially offset by the write-off of unamortized issue premium related to the June 2016 debt refinancing, and the loss related to the September 2016 CMBS Fixed Facility defeasance. (6) Consists primarily of costs related to significant process and systems redesign, across multiple functions. (7) Consists of costs related to the Acquisition, including certain employee retention costs. (8) Consists of net fees received in connection with the termination of the Acquisition Agreement. (9) Other includes gains, losses or charges as specified under USF’s debt agreements. The balance for the quarter ended September 26, 2015 includes $9 million of brand re-launch and marketing costs and $3 million of closed facility carrying costs, partially offset by a $9 million net insurance benefit. The balance for the year-to-date period ended October 1, 2016 includes $5 million of initial public offering readiness costs, $4 million of closed facility carrying costs and $3 million of business acquisition related costs, partially offset by a $10 million insurance benefit. The balance for the year-to-date period ended September 26, 2015 includes a $16 million legal settlement charge, $9 million of brand re-launch and marketing costs, and $4 million of closed facility carrying costs, partially offset by a $11 million net insurance benefit. (10) Represents our income tax (provision) benefit 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

  • r rates, changes related to prior year unrecognized tax benefits, discrete changes in valuation allowances, and the tax benefits recognized in continuing operations due to the existence of a gain in Other comprehensive income and

loss in continuing operations. The tax effect of pre-tax items excluded from Adjusted Net income is computed using a statutory tax rate after taking into account the impact of permanent differences and valuation allowances. We released the valuation allowance against federal and certain state net deferred tax assets in the 13-week and 39-week periods ended October 1, 2016. We were required to reflect the portion of the valuation allowance release related to current year ordinary income in the estimated annual effective tax rate and the portion of the valuation allowance release related to future years’ income discretely in the 13-weeks ended October 1, 2016. We maintained a valuation allowance against federal and state net deferred tax assets in the 13-week and 39-week periods ended September 26, 2015. The result was an immaterial tax effect related to pre-tax items excluded from Adjusted Net income in the 13-week and 39-week periods ended October 1, 2016 and September 26, 2015. *Individual components may not add to total presented due to rounding.

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SLIDE 22

21

Non-GAAP Reconciliation – Net Debt and Free Cash Flow

Notes: (1) The September 26, 2015 Net Debt balance has been reclassified to conform to current year presentation. *Individual components may not add to total presented due to rounding.

($ in millions)* October 1, 2016 September 26, 2015 Long-term debt (GAAP) 3,756 $ 4,652 $ Current portion of long-term debt (GAAP) 75 60 Old Senior Notes premium

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Cash and cash equivalents (150) (699) Restricted cash (6) (6) Net Debt (Non-GAAP)1 3,675 $ 3,995 $ LTM Adjusted EBITDA (Non-GAAP) 962 $ 860 $ Leverage (Net Debt/Adjusted EBITDA) 3.8x 4.6x October 1, 2016 September 26, 2015 Cash flow from operating activities (GAAP) 440 $ 586 $ Capital expenditures (105) (142) Free cash flow (Non-GAAP) 335 $ 444 $ LTM YTD

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