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0001665918-20-000065.txt : 20200505

0001665918-20-000065.hdr.sgml : 20200505

20200505065137

ACCESSION NUMBER:0001665918-20-000065

CONFORMED SUBMISSION TYPE:8-K

PUBLIC DOCUMENT COUNT:16

CONFORMED PERIOD OF REPORT:20200505

ITEM INFORMATION:Financial Statements and Exhibits

FILED AS OF DATE:20200505

DATE AS OF CHANGE:20200505

FILER:

COMPANY DATA:

COMPANY CONFORMED NAME:US Foods Holding Corp.

CENTRAL INDEX KEY:0001665918

STANDARD INDUSTRIAL CLASSIFICATION:WHOLESALE-GROCERIES & RELATED PRODUCTS [5140]

IRS NUMBER:260347906

STATE OF INCORPORATION:DE

FISCAL YEAR END:0102

FILING VALUES:

FORM TYPE:8-K

SEC ACT:1934 Act

SEC FILE NUMBER:001-37786

FILM NUMBER:20846776

BUSINESS ADDRESS:

STREET 1:9399 W. HIGGINS RD.

STREET 2:SUITE 100

CITY:ROSEMONT

STATE:IL

ZIP:60018

BUSINESS PHONE:8477208000

MAIL ADDRESS:

STREET 1:9399 W. HIGGINS RD.

STREET 2:SUITE 100

CITY:ROSEMONT

STATE:IL

ZIP:60018

8-K

usfd328208k.htm

8-K

Document

false00016659180001665918

2020-05-05

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

May 5, 2020

_____________________________________________________________________________________

Date of Report (Date of earliest event reported)

US FOODS HOLDING CORP.

(Exact name of registrant as specified in its charter)

Delaware001-3778626-0347906

(State or other jurisdiction of

incorporation)(Commission File Number)(I.R.S. Employer

Identification Number)

9399 W. Higgins Road,Suite 100

Rosemont,IL60018

(Address of principal executive offices) (Zip code)

(847)720-8000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading symbol(s)Name of each exchange on which registered

Common Stock, par value $0.01 per shareUSFDNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.☐

Item 2.02. Results of Operations and Financial Condition.

OnMay 5, 2020, US Foods Holding Corp. issued a press release announcing its financial results for the fiscal first quarter endedMarch 28, 2020. A copy of the press release is attached hereto as Exhibit 99.1.

The information in Item 2.02 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

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 hereunto duly authorized.

DATED: May 5, 2020US Foods Holding Corp.

By:/s/ Dirk J. Locascio

Dirk J. Locascio

Chief Financial Officer

EX-99.1

usfd32820ex991.htm

EXHIBIT 99.1

Exhibit

Exhibit 99.1

INVESTOR CONTACT:MEDIA CONTACT:

Melissa NapierSara Matheu

(847) 720-2767(847) 720-2392

Melissa.Napier@usfoods.com

US Foods Reports First Quarter Fiscal2020Earnings

ROSEMONT, Ill. (BUSINESS WIRE)May 5, 2020–US Foods Holding Corp. (NYSE: USFD),one of the largest foodservice distributors in the United States, today announced results for the first quarter of fiscal2020. In this press release we refer to certain organic financial results. Organic financial results exclude contributions during the respective period from the Food Group of Companies (the "Food Group"), which was acquired on Sept. 13, 2019.

First Quarter Fiscal2020Highlights•Total case volume increased3.4%; independent restaurant case volume increased 0.5%•Total organic case volume decreased 7.3%; independent restaurant organic case volume decreased 7.4%•Net sales increased5.1%to$6.3 billion•Gross profit increased1.3%to$1.1 billion•Loss before income taxes was$172 million•Net loss was$132 million•Adjusted EBITDA decreased23.7%to$177 million•Diluted EPS loss was$0.60; Adjusted Diluted EPS decreased$0.26to$0.15

CEO Perspective

"The past two months have been challenging for our customers, associates and the communities we support. Our first priority continues to be the health and well-being of our associates and customers.I am extremely proud of the outstanding effort and commitment our associates have exhibited during this difficult time," said Pietro Satriano, Chairman and CEO. "We have taken a number of actions to strengthen our financial position and enable us to weather an extended economic downturn, including reducing costs and bolstering liquidity. We’ve developed partnerships with more than 30 retail institutions to provide products and labor as we explore new channels and look to support the increase in retail demand. I am confident US Foods will emerge from this unprecedented situation as a stronger competitor, wellpositioned to continue to gain market share."

First Quarter Fiscal2020Results

Total case volume increased3.4%from the prior year, while total organic case volume decreased 7.3%. Independent restaurant case volume increased 0.5%, while organic independent restaurant case volume decreased 7.4%. Net sales of$6.3 billionincreased5.1%from the prior year, primarily due to the addition of the Food Group and year-over-year inflation in cheese, grocery and produce items. Both case volume and Net sales were negatively impacted by social distancing measures and required closures of non-essential businesses that were put in place the second week of March to mitigate the spread of COVID-19. The Food Group contributed$654 millionto net sales in the first quarter.

Gross profit of$1.1 billionincreased$14 million, or1.3%, from the prior year, primarily driven by contributions from the Food Group and a favorable year-over-year change in the last-in, first-out (LIFO) reserve, which were partially offset by the impact of COVID-19 on case volume. Gross profit as a percentage of Net sales was16.8%. Adjusted Gross profit was$1.1 billion, an increase of $3 million or0.3%from the prior year, driven by contributions from the Food Group, which were partially offset by the impact of COVID-19 on case volume. Adjusted Gross profit as a percentage of Net sales was16.6%.

Operating expenses were$1.2 billion, an increase of $271 million or29.4%from the prior year. The increase was primarily driven by an incremental $170 million charge to our reserve for uncollectible accounts due to the estimated impacts of COVID-19 on the collectability of our existing customer receivables. Adjusted Operating expenses were$882 million, an increase of $62 million or7.6%from the prior year, primarily due to the addition of the Food Group.

Loss before income taxes was$172 million.

Net loss was$132 millionprimarily driven by the decline in organic case volume and the increased reserve for uncollectible accounts discussed above. Adjusted EBITDA was$177 million, a decrease of$55 millionor23.7%, compared to the prior year. Diluted EPS loss was$0.60; Adjusted Diluted EPS decreased$0.26to$0.15.

Cash Flow and Capital Transactions

Net cash used in operating activities in the firstthreemonths of fiscal2020was$62 million, a decrease of$216 millionfrom the prior year, primarily driven by the decline in operating results and related impacts to working capital due to COVID-19. Cash capital expenditures for the firstthreemonths of fiscal2020totaled$79 million, compared to$61 millionfor the same period prior year.

Net Debt at the end of thefirstquarter of fiscal2020was$4.8 billion, an increase of$192 millionversus the end of fiscal2019. The ratio of Net Debt to Adjusted EBITDA was4.2x at the end of the first quarter of fiscal2020, compared to3.9x at the end of fiscal2019.

At the end of the first quarter the company paused all non-critical capital spend and drew $1 billion under its existing revolving credit facilities to retain as cash on hand. Cash and cash equivalents at the end of the first quarter was $1.1 billion. Recent financing actions undertaken by the company have increased cash on hand and strengthened available borrowings under our revolving debt facility. These actions have resulted in $2.4 billion of liquidity available as of the end of April. The company believes this is sufficient liquidity to fund our operations and meet ordinary course obligations through 2021 even if total case volumes remain unchanged from current levels through mid-2021 and recover only partially in the second half of 2021.

Current Business Update and Outlook for Fiscal Year 2020

The company has seen a recent improvement in case volumes as customers have adjusted their business models to accommodate social distancing requirements and consumers have adopted to new take-out and delivery options from restaurants. During the month of April total case volume decreased approximately 50% from the comparable period in the prior year. The presentation slides that accompany today's earnings release contain additional information on April case volume trends by customer group. The company has also taken aggressive actions to reduce operating costs including leveraging its variable cost structure, temporary employee furloughs, freezing hiring, deferring corporate wage increases, salaries reductions for management level associates and reductions in senior executive and board compensation. These actions were put in place at the end of the first quarter 2020 and are expected to help preserve cash as the company navigates this unprecedented period.

Due to the continued uncertainty associated with COVID-19 the company withdrew its fiscal 2020 financial guidance on March 23, 2020 and is not providing new fiscal 2020 financial guidance at this time.

Conference Call and Webcast Information

US Foods' first quarter fiscal2020earnings call will be broadcast live via the internet onMay 5, 2020at 10:00 a.m. CDT. The call can also be accessed live over the phone by dialing (844) 292-0976; the conference ID number is 2477555. The presentation slides reviewed during the webcast will be available shortly before that time. The webcast, slides, and a copy of this press release can be found in the Investor Relations section of our website athttps://ir.usfoods.com.

About US Foods

US Foods is one of America’s great food companies and a leading foodservice distributor, partnering with approximately 300,000 restaurants and foodservice operators to help their businesses succeed. With more than 70 broadline locations and 76 cash and carry stores, US Foods provides its customers with a broad and innovative food offering and a comprehensive suite of e-commerce, technology and business solutions. US Foods is headquartered in Rosemont, Ill. Visit www.usfoods.com to learn more.

Forward-Looking Statements

Statements in this press release 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 factors that could cause our actual results to differ materially from those expressed in the forward-looking statements, including, among others: any declines in the consumption of food prepared away from home; the extent and duration of the negative impact of the COVID-19 pandemic on us; cost inflation/deflation and commodity volatility; competition; reliance on third party suppliers; interruption of product supply or increases in product costs; changes in our relationships with customers and group purchasing organizations; our ability to increase or maintain the highest margin portions of our business; effective integration of acquisitions; achievement of expected benefits from cost savings initiatives; fluctuations in fuel costs; economic factors affecting consumer confidence and discretionary spending; changes in consumer eating habits; our reputation in the industry; labor relations and costs; 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 governmental regulation, including actions taken by national, state and local governments to contain the COVID-19 pandemic, such as travel restrictions or bans, social distancing requirements, and required closures of non-essential businesses; product recalls and product liability claims; adverse judgments or settlements resulting from litigation; disruptions 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, including pandemics and the rapid spread of contagious illnesses; risks associated with intellectual property, including potential infringement; indebtedness and restrictions under agreements governing indebtedness; and potential interest rate increases.

For a detailed discussion of these risks, uncertainties and other factors, see the section entitled “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 28, 2019, which was filed with the Securities and Exchange Commission (“SEC”) on February 13, 2020, and in our Current Report on Form 8-K, which was filed with the SEC on April 23, 2020. The forward-looking statements contained in this press release speak only as of the date of this press release. We undertake no obligation to update or revise any forward-looking statements.

Non-GAAP Financial Measures

We report our financial results in accordance with U.S. generally accepted accounting principles (“GAAP”). However, Adjusted Gross profit, Adjusted Operating expenses, EBITDA, Adjusted EBITDA, Net Debt, Adjusted Net income and Adjusted Diluted EPS are non-GAAP financial 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 use Adjusted Gross profit and Adjusted Operating expenses as supplemental measures to GAAP measures to focus on period-over-period changes in our business and believe this information is helpful to investors. Adjusted Gross profit is Gross profit adjusted to remove the impact of the LIFO inventory reserve changes. Adjusted Operating expenses are Operating expenses adjusted to exclude amounts that we do not consider part of our core operating results when assessing our performance, as well other items specified in the agreements governing our indebtedness.

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. EBITDA is Net (loss) income, plus Interest expense-net, Income tax (benefit)/provision, and Depreciation and amortization. Adjusted EBITDA is EBITDA adjusted for (1) Restructuring costs 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.

We use Net Debt as a supplemental measure to GAAP measures to review the liquidity of our operations. Net Debt is defined as total debt net of total Cash, cash equivalents and restricted cash remaining on the balance sheet as of the end of the most recent fiscal quarter. We believe that Net Debt is a useful financial metric to assess our ability to pursue business opportunities and investments. Net Debt is not a measure of our liquidity under GAAP and should not be considered as an alternative to Cash Flows Provided by Operations or Cash Flows Used in Financing Activities.

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. Adjusted Net income is Net income excluding such items as Restructuring benefits and costs, tangible asset impairments, Share-based compensation expense, the non-cash impacts of LIFO reserve adjustments, Business transformation costs (costs associated with the redesign of systems and processes), and other items, and adjusted for the tax effect of the exclusions and discrete tax items. Effective as of the third quarter fiscal 2019, we revised the definition of Adjusted Net income to also exclude the effect of intangible asset amortization expense. Prior period amounts have been revised to conform with the current year presentation. 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.

We use Adjusted Diluted Earnings per Share, which is calculated by adjusting the most directly comparable GAAP financial measure, Diluted Earnings per Share, by excluding the same items excluded in our calculation of Adjusted EBITDA to the extent that each such item was included in the applicable GAAP financial measure. We believe the presentation of Adjusted Diluted Earnings per Share is useful to investors because the measurement excludes amounts that we do not consider part of our core operating results when assessing our performance. We also believe that the presentation of Adjusted EBITDA and Adjusted Diluted Earnings per Share is useful to investors because these metrics may be used by securities analysts, investors and other interested parties in their evaluation of the operating performance of companies in our industry.

Management uses these non-GAAP financial measures (a) to evaluate our historical and prospective financial performance as well as our performance relative to our 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 in connection with certain covenants and restricted activities 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 caution readers that our definitions of Adjusted Gross profit, Adjusted Operating expenses, EBITDA, Adjusted EBITDA, Net Debt, Adjusted Net income and Adjusted Diluted EPS may not be calculated in the same manner as similar measures used by other companies. Definitions and reconciliations of the non-GAAP financial measures to their most comparable GAAP financial measures are included in the schedules attached to this press release. We have not, however, provided a reconciliation of our full fiscal 2019 Adjusted EBITDA or Adjusted Diluted EPS outlook because we are not able to accurately estimate all the adjustments on a forward-looking basis and such items could have a significant impact on our GAAP financial results as a result of their variability.

Source: US Foods

###

US FOODS HOLDING CORP.

Consolidated Balance Sheets

(Unaudited)

($ in millions)March 28, 2020December 28, 2019

ASSETS

Current assets:

Cash and cash equivalents$1,077$90

Accounts receivable, less allowances of $198 and $301,1241,455

Vendor receivables, less allowances of $5 and $4136143

Inventories—net1,4261,432

Prepaid expenses121109

Assets held for sale151

Other current assets2432

Total current assets3,9233,262

Property and equipment—net2,1052,075

Goodwill4,7284,728

Other intangibles—net948967

Deferred tax assets7—

Other assets273256

Total assets$11,984$11,288

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:

Cash overdraft liability$159$222

Accounts payable1,2991,460

Accrued expenses and other current liabilities423538

Current portion of long-term debt146142

Total current liabilities2,0272,362

Long-term debt5,7694,594

Deferred tax liabilities296308

Other long-term liabilities310315

Total liabilities8,4027,579

Shareholders’ equity:

Common stock22

Additional paid-in capital2,8572,845

Retained earnings783916

Accumulated other comprehensive loss(60)(54)

Total shareholders’ equity3,5823,709

Total liabilities and shareholders' equity$11,984$11,288

US FOODS HOLDING CORP.

Consolidated Statements of Operations

(Unaudited)

13 Weeks Ended

($ in millions, except share and per share data)March 28, 2020March 30, 2019

Net sales$6,339$6,031

Cost of goods sold5,2734,979

Gross profit1,0661,052

Distribution, selling and administrative costs1,192921

Total operating expenses1,192921

Operating (loss) income(126)131

Other income—net(6)(2)

Interest expense—net5242

(Loss) income before income taxes(172)91

Income tax (benefit) provision(40)20

Net (loss) income$(132)$71

Net (loss) income per share:

Basic$(0.60)$0.33

Dilutive$(0.60)$0.32

Weighted-average common shares outstanding

Basic219,138,692217,234,403

Diluted219,138,692218,785,886

US FOODS HOLDING CORP.

Consolidated Statements of Cash Flows

(Unaudited)

13 Weeks Ended

($ in millions)March 28, 2020March 30, 2019

Cash flows from operating activities:

Net (loss) income$(132)$71

Adjustments to reconcile net (loss) income to net cash provided by operating activities:

Depreciation and amortization10181

Loss on disposal of property and equipment—net1—

Amortization of deferred financing costs21

Deferred tax benefit(17)(3)

Share-based compensation expense76

Provision for doubtful accounts1806

Changes in operating assets and liabilities:

Decrease (increase) in receivables157(131)

Decrease in inventories—net67

Increase in prepaid expenses and other assets(26)(8)

(Decrease) increase in accounts payable and cash overdraft liability(215)183

Decrease in accrued expenses and other liabilities(126)(59)

Net cash (used in) provided by operating activities(62)154

Cash flows from investing activities:

Proceeds from sales of divested assets5—

Purchases of property and equipment(79)(61)

Net cash used in investing activities(74)(61)

Cash flows from financing activities:

Proceeds from debt borrowings1,9451,004

Principal payments on debt and financing leases(827)(1,119)

Proceeds from employee stock purchase plan65

Proceeds from exercise of stock options16

Tax withholding payments for net share-settled equity awards(2)(2)

Net cash provided by (used in) financing activities1,123(106)

Net increase (decrease) in cash, cash equivalents and restricted cash987(13)

Cash, cash equivalents and restricted cash—beginning of period98105

Cash, cash equivalents and restricted cash—end of period$1,085$92

Supplemental disclosures of cash flow information:

Interest paid—net of amounts capitalized$41$36

Income taxes paid—net21

Property and equipment purchases included in accounts payable3817

Leased assets obtained in exchange for financing lease liabilities5938

Leased assets obtained in exchange for operating lease liabilities22

Cashless exercise of stock options—1

US FOODS HOLDING CORP.

Non-GAAP Reconciliation

(Unaudited)

13 Weeks Ended

($ in millions, except share and per share data)March 28, 2020March 30, 2019Change%

Net (loss) income (GAAP)$(132)$71$(203)(285.9)%

Interest expense—net52421023.8%

Income tax (benefit) provision(40)20(60)NM

Depreciation expense82711115.5%

Amortization expense1910990.0%

EBITDA (Non-GAAP)(19)214(233)(108.9)%

Adjustments:

Share-based compensation expense(1)76116.7%

LIFO reserve change(2)(13)(2)(11)NM

Business transformation costs(3)615NM

COVID-19 bad debt expense(4)170—170100.0%

Business acquisition and integration related costs and other(5)261313100.0%

Adjusted EBITDA (Non-GAAP)177232(55)(23.7)%

Depreciation expense(82)(71)(11)15.5%

Interest expense—net(52)(42)(10)23.8%

Income tax provision, as adjusted(6)(7)(11)(30)19(63.3)%

Adjusted Net income (Non-GAAP)(6)$32$89$(57)(64.0)%

Diluted EPS (GAAP)$(0.60)$0.32$(0.92)(287.5)%

Share-based compensation expense(1)0.030.03——%

LIFO reserve change(2)(0.06)(0.01)(0.05)NM

Business transformation costs(3)0.03—0.03100.0%

COVID-19 bad debt expense(4)0.78—0.78100.0%

Business acquisition and integration related costs and other(5)0.120.060.06100.0%

Income tax impact of adjustments(6)(7)(0.15)0.01(0.16)NM

Adjusted Diluted EPS (Non-GAAP)$0.15$0.41$(0.26)(63.4)%

Weighted-average diluted shares

outstanding (GAAP)219,138,692218,785,886

Gross profit (GAAP)$1,066$1,052$141.3%

LIFO reserve change(2)(13)(2)(11)NM

Adjusted Gross profit (Non-GAAP)$1,053$1,050$30.3%

Operating expenses (GAAP)$1,192$921$27129.4%

Depreciation and amortization expense(101)(81)(20)24.7%

Share-based compensation expense(1)(7)(6)(1)16.7%

Business transformation costs(3)(6)(1)(5)NM

COVID-19 bad debt expense(4)(170)—(170)100.0%

Business acquisition and integration related costs and other(5)(26)(13)(13)100.0%

Adjusted Operating expenses (Non-GAAP)$882$820$627.6%

NM - Not Meaningful(1)Share-based compensation expense for stock and option awards and discounts provided under employee stock purchase plan.(2)Represents the non-cash impact of LIFO reserve adjustments.(3)Consists primarily of costs related to significant process and systems redesign across multiple functions.(4)Includes the increase in bad debt expense reflecting the collection risk associated with our customer base as a result of COVID-19.

(5)Includes Food Group acquisition and integration related costs of $15 million and $11 million for the 13 weeks ended March 28, 2020 and March 30, 2019, respectively and Smart Foodservice acquisition-related costs of $9 million for the 13 weeks ended March 28, 2020. Also includes gains, losses or costs as specified under the agreements governing our indebtedness.(6)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 period amounts have been revised to conform with the current year presentation.(7)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.

US FOODS HOLDING CORP.

Non-GAAP Reconciliation

Net Debt and Net Leverage Ratios

($ in millions, except ratios)March 28, 2020December 28, 2019March 30, 2019

Total Debt (GAAP)$5,915$4,736$3,381

Cash, cash equivalents and restricted cash(1,085)(98)(92)

Net Debt (Non-GAAP)$4,830$4,638$3,289

Adjusted EBITDA(1)$1,139$1,194$1,111

Net Leverage Ratio(2)4.23.93.0

(1) Trailing Twelve Months (TTM) Adjusted EBITDA

(2) Net Debt/TTM Adjusted EBITDA

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