morgan stanley conference deck november 2016

Morgan Stanley Consumer and Retail Conference

A Taste of What’s Cooking at US Foods

November 15, 2016

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 of 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 only 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.

2

Today’s Presenters

Fareed KhanChief Financial Officer

Pietro SatrianoChief Executive Officer

Key Investment Highlights

3

Transformational “Great Food. Made Easy.” Strategy 12

Innovative Products and Leading Private Brands13

Industry Leading e-Commerce and Mobile Solutions14

Superior Selling Approach Enabled by Proprietary Analytics15

Efficient Operating Model with Significant Productivity Opportunities16

Scale Advantage in a Fragmented and Growing Industry11

Experienced Management Team and Strong Culture17

COMPANY AND INDUSTRY OVERVIEW

4

Domestic Broadline Sales of Top 10 Foodservice Distributors*2014 Sales, $ Billions

$1

$1

$2

$3

$3

$5

$6

$11

$36

$23

One of two national players in a fragmented industry

5

*Excludes system, international and other businesses

Source: Technomic

Sysco

Performance Food

Group (PFG)

Gordon Food Service

Reinhart Food

Service

Ben E. Keith Foods

Shamrock Foods Co.

Food Services of

America

Cheney Bros.

Labatt Food Service

Regional

Nationwide

250,000Customer

Locations

25,000Employees

400,000Fresh, Frozen

and Dry SKUs

14,000Private Label

Products

5,000Suppliers

4,000Sales

Associates

62Distribution

Facilities

6,000Trucks

US Foods Market Share in Domestic

Foodservice Distribution Industry100% = $268 billion

9%

Over 15,000 local and regional distributors,

cash & carry and club store competitors

CONSUMER SPENDING ON FOODPercent of total U.S. expenditures by type

6

20%

30%

40%

50%

60%

70%

80%

1975 1985 1995 2005 2015

Food at Home

Food away from Home

U.S. FOODSERVICE INDUSTRY SIZE AND GROWTH2015 $Billions, % Real CAGR

$ 123

$ 273

$ 252

$ 268

$ 302

1975 2007 2010 2015 2020Forecast

1.3%

2.4%

2.5%

“Great

Recession”

30+ years of

positive real growthRecovery Growth

Source: Bureau of Economic Analysis, Technomic

Steadily rising food-away-from-home growth drives a $268B

foodservice industry expected to grow by $34B over 5 years

7

CHANGING DYNAMICS

FAVORS FOODSERVICE

DISTRIBUTORS WITH . . .

• Changing food preferences

– Local/sustainable/organic

– Better for you

– Ethnic

• Increased Food-Away-From-

Home spending

– Millennial disposable income

– Boomers remaining in

workforce

• Broad assortments

• Product innovation

capabilities

• Effective supply chain

management

• Strong food safety practices

• Consumer adoption

• Operator adoption of E-

Commerce and Mobile

– E-Commerce

– Mobile

– Social Media

• Robust technology platform

• “Big Data”/customer intimacy

capabilities

Consumer and customer dynamics favor well positioned

scale competitors

Restaurant growth to remain positive, but operators under

growing challenges

8

RESTAURANT PERFORMANCE INDEX

PROJECTED REAL SALES GROWTH

MACRO DRIVERS ARE

FAVORABLE…

1-2%

2-3%

ChainRestaurants

IndependentRestaurants

42%

48%

10%

2015 Industry Sales

100% = 162 billion

National

Chains

Regional

Chains Independent

Restaurants

• Rising labor costs

• Competition from new

formats

• Changing consumer

preferences

• Food safety

• Food price deflation

95

96

97

98

99

100

101

102

103

104

105

2008 2009 2010 2011 2012 2013 2014 2015 2016… BUT OPERATORS UNDER

INCREASING PRESSURE

• Employment

• Disposable income

• Consumer confidence>100 = Expansion

Source: National Restaurant Association Monthly Sentiment Index

Source: Technomic

STRATEGY

9

10

$78B

$68B

$33B

$25B

Education$20B

Hospitality

Healthcare

Regional Chains

$8B

(0.6)%

0.0%

0.6%

1.2%

1.8%

2.4%

3.0%

3.6%

4.2%

4.8%

Exp

ecte

d 5

-Year

Gro

wth

by C

usto

mer

Typ

e

$19B $14B

Business and

Industry

$16B

Primary Customer Types

Targeted by US Foods

Retail

Independent

Restaurants

National Chain

Restaurants

All Other

LOGISTICS VALUE-ADDED PRODUCTS AND SERVICES

Role of Foodservice Distributors

LOWER PROFIT HIGHER PROFIT

Source for expected growth and market size in the above text and chart: Technomic (July 2016). US Foods utilizes Technomic definitions of Restaurant and Bars as proxies for

specific customer types: “Small Chains & Independents” as Independent Restaurants, “101-500 Chains” as Regional Chains and “Top 100 Chains” as National Restaurant Chains.

The Company’s “All Other” category is the “Military, Corrections and All Other” Technomic definition.

Our target customers represent a $117 billion market

Foodservice Customer Summary

Our strategy is four simple words:

11

WINFood Leadership

DIFFERENTIATEEasy Customer Experience

COMPETEFlawless Fundamentals

FOUNDATIONAL

BEST

EVERYDAY COP

AND PRODUCE

LOCAL AND

SUSTAINABLE

GREAT

FOOD SELLERS

INSPIRING CONTENT

AND PROGRAMS

EASIEST TO TRANSACT

ACROSS CHANNELS

MOST VALUED

BUSINESS SOLUTIONS

DELIVER PERFECT ORDERS LEADING FOOD SAFETY

RIGHT PRODUCT, RIGHT PRICE OPTIMIZED COST TO SERVE

PEOPLE

INFRASTRUCTURE

PROCESSES

INSIGHTS

Volume and margin growth to be driven by extending our

differentiation and closing opportunity gaps

12

VOLUME AND

GROWTH

MARGIN RATE

EXPANSION

US FOODS DIFFERENTIATORS

Product

Innovation

E-Commerce

Customer

Analytics

Team-Based

Selling

VOLUME AND

GROWTH

MARGIN RATE

EXPANSION

EXECUTION OPPORTUNITIES

Private

Brand Growth

Center-of-Plate

Penetration

Produce

Penetration

Centralized

Replenishment

Revenue

Management

We support our industry-leading product innovation with

high-impact nationwide launches

13

Over 400Products

Launched

Over 50% Customer Trial

$1.2B in Cumulative

New Sales

3 Scoop

Launches per

Year

20-25 Items per

Launch

• Innovative, on-trend products

• Exclusive to US Foods

• Customer targeting via proprietary

analytics

• Highly coordinated, nationwide rollout

– High-impact launch events

– National marketing support, tailored locally

– Hands-on product training

Case

Growth

Retention

Rate

+15%

+7%

Industry leading E-Commerce and Mobile Solutions drive

customer loyalty, growth and efficiencies

14

E-COMMERCE ADOPTION WITH

INDEPENDENT RESTAURANT CUSTOMERS

0%

5%

10%

15%

20%

25%

30%

35%

40%

45%

50%

55%

60%

2011 2016 YTD

CLEAN INVOICE

ONLINE/OFFLINE

ORDERING

PROOF OF

DELIVERY

AUTO-PAYMENTS

RE-ORDER TRIGGERS

TRACK

COMPLIANCE

HISTORY

NOTIFICATIONS

& STATUS

SINGLE TECHNOLOGY

PLATFORM

AGILE DEVELOPMENT

APPROACHFIRST MOVER ADVANTAGE

PRODUCT

INFORMATION/ SEARCH

SUGGESTED SELL/CONTRACT COMPLIANCE

INVENTORY

MANAGEMENT

FOOD COST

MANAGEMENT

ORDER GUIDE

MANAGEMENT

Margin

ExpansionCustomer

Retention

Order

AccuracySeller

Productivity

Customer

Satisfaction*

Volume

Growth

* Net Promoter Score

2,500

3,000

3,500

4,000

% of sales via e-commerce # TMS

> 50%

Proprietary “CookBook” analytics drive customer insights

and profitable sales growth

15

Consumer-Centric Pricing

Category Management

Insights Into Vendor

Performance

Personalized Promotions and Content

Optimized Sales

Planning

Volume

Growth

Margin

Expansion

Thank You

Offers

Up-Sell Offers

Overall

Spend OffersCross-Sell Offers

Superior Team-Based Selling Model drives growth and

productivity

16

Territory

ManagerSpecialist Food

Fanatic

Chef

Sales

CoordinatorRestaurant

Operations

Consultant

TEAM-BASED SELLING MODEL CUSTOMER SATISFACTION

Net Promoter Score vs. Competitors

Rolling 6-month average

Revenue Management Team

Customer Insights from CookBook Analytics

DIFFERENTIATED CUSTOMER EXPERIENCE

• Consultative selling approach

• Access to subject matter experts

• Superior E-Commerce tools

35

40

45

50

55

60

Competitors

Merger

Announcement

Merger

Termination

2013 2014 2015 20162012

Net Promotor Score Source: Datassential

SALES FORCE PRODUCTIVITY

2011 2015

3,000

Number of Local Sellers

4,000(25%)

$2.5

$3.7

Average Route Size

Sales/TM ($M)

+48%

Enabled by…

Significant opportunities in private brand growth and

specialty categories

17

PRIVATE BRANDS

30%33%

2010 2016

Private Brand PenetrationPercent of Total Sales

ManufacturerBrands

Private Brand

Relative

ProfitabilityGross Profit/Case

2x

Private Brand

as Percent of

Sales

33%

Key Initiatives

• Seller training

• Specialists deployed in

field

• Stock-Yards expansion

• Acquisitions (Save-On-

Seafood)

Key Initiatives

• Seller training

• Specialists deployed in

field

• Produce Logistics

• Acquisitions (Freshway)

CENTER-OF-PLATE

PENETRATION

PRODUCE

PENETRATION

Incremental Customer

Penetration PotentialIncrease in annual cases, IND/RC

Opportunity

Center of Plate

Incremental Customer

Penetration PotentialIncrease in annual cases, IND/RC

Opportunity

Produce

Targeting OPEX reduction with multiple complementary

initiatives

18

2015

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

• Efficient operating model

• Streamlined organization

• Continuous improvement

• Consistent execution

MERGER UNCERTAINTY

Legacy Costs DistributionSales Force

Efficiency

Corporate and

AdministrativeIndirect Spend

•Pension Plan

Optimization

•Network

Optimization

•Route

Optimization

•Warehouse

Productivity

•Team-Based

Selling Model

•Technology

New Field

Operating

Model

Corporate

Simplification

Expanded

Shared

Services

•Targeting $1.2

billion in

spending

New

New

Five strategic acquisitions in the past 10 months

19

ACQUISITIONS

ANNOUNCED

FINANCIAL

TARGETS

SALES

INTEGRATION STRATEGY

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

SYSTEMS

INTEGRATION

Broadline Distributors

+ Independent

Restaurant Share

+ Facility Consolidation

+ Private Brand Growth

Specialty Distributors

+ Distribution Assets

+ Unique Capabilities

2016 Run Rate Impact

• $450-500 Net Sales

• 200bps EBITDA

Our strategy is enabled by a unique and nimble operating

model . . .

20

OPERATING MODEL

FUNCTIONAL

ORGANIZATION

COMMON SYSTEMS

PLATFORM

DATA-DRIVEN CUSTOMER

INSIGHTS

SIGNIFICANT SCALE

Center

Regions

(5)

Areas

(26)

OLD MODEL

US FOODS FUNCTIONAL MODEL

• Leverages scale

• Leverages talent

• National consistency;

local flexibility

• Speed to market

Center

Divisions

21

. . . and a culture of accountability

FINANCIAL PERSPECTIVE

22

A resilient business with a proven growth strategy

23

Historical Net Sales$ Millions

Merger UncertaintyNew Growth Strategy and

Rebranding

Centralization and Customer Optimization

During Economic Downturn

$17,000

$18,000

$19,000

$20,000

$21,000

$22,000

$23,000

$24,000

2007 2008 2009 2010 2011 2012 2013 2014 2015

ADJUSTED EBITDA $ Millions, Percent

EBITDA results showing solid gains post-merger termination

24

$845 $866 $875

$962

2013 2014 2015 LTM

3.8%3.8% 3.8%

Adjusted EBITDA Margin

ADJUSTED EBITDA RESULTS BY QUARTERPercent change vs. prior year

4.2%

($57) ($73)

$168$124

Net Income

(6.6%)

(0.3%)

2.7%

6.3%

28.1%

10.1%8.4%

Q1 Q2 Q3 Q4 Q1 Q2 Q3

2015 2016

111% 968% 114% (119)% 86% (108)% (2560)%

Net Income Growth:

VOLUME/SALES DRIVERS

Top-line growth driven by independent restaurants,

healthcare/hospitality, and specialty category penetration

25

Independent

Restaurant2x Market

Healthcare/

HospitalityAbove Market

National Chains

At/Below Market

Center of Plate

and Produce

Above Market

INDEPENDENT RESTAURANT CASE VOLUME GROWTHYOY Change in Cases Shipped by Quarter

1.9%

3.8%

4.8%

3.3%

0.6%0.1%

(0.4)%

0.6%

2.5%

4.0%4.4% 4.7%

8.0%

6.8%

5.5%

Merger

Announcement

Merger

Termination

2013 2014 2015* 2016

* Q4 2015 results normalized to adjust for 53rd week

TOTAL CASE VOLUME GROWTHYOY Change

0.8 %

1.9 %1.2 % 1.1 %

(1.3)%(0.6)%

(1.2)%(1.8)%

(0.7)%

0.0 %

(0.6)% (0.6)%

2.4 %

1.2 %

4.0 %

2013 2014 2015* 2016

Strategic National Chain Exits

Merger

Announcement

Merger

Termination

Initiatives driving solid adjusted gross profit performance

26

GROSS PROFIT DRIVERS

Customer Mix

Private Brand

Growth

Category

Mix/Growth

Strategic

Vendor

Management

Pricing

* Normalized for Impact of 53rd Week

ADJUSTED GROSS PROFIT PERFORMANCE

Net sales growth

1.9%

4.9%

3.2% 3.3%

Q4 2015* Q1 2016 Q2 2016 Q3 2016

0.8%

(0.6)%

0.7%

(2.9)%

Adjusted

Gross Profit as % of sales

17.6% 17.0% 17.7% 17.6%

Adjusted GP dollar growth over PY

Initiatives driving solid gross profit performance

27

GROSS PROFIT PERFORMANCE

Net sales growth

GROSS PROFIT DRIVERS

Customer Mix

Private Brand

Growth

Category

Mix/Growth

Strategic

Vendor

Management

Pricing

4.2%

3.3%

4.2%

1.9%

Q4 2015* Q1 2016 Q2 2016 Q3 2016

0.8%

(0.6)%

0.7%

(2.9)%


Gross Profit as % of sales

18.2% 17.2% 17.8% 17.7%

GP dollar growth over PY

Cost actions minimizing adjusted operating expense growth

28

1.9%

4.9%

3.2% 3.3%

1.7%1.1%

1.8%

Q4 2015* Q1 2016 Q2 2016 Q3 2016

OPERATING EXPENSE DRIVERS

Network

Optimization

Distribution

Productivity

Field

Organization

Sales Force

Productivity

Indirect Spend

Corporate

Costs

Adj. Gross Profit

Adj. OPEX

Adjusted

OPEX as % of sales

13.3% 13.3% 13.2% 13.4%

ADJUSTED OPERATING EXPENSE PERFORMANCE

Dollar Change in Adjusted GP and Adjusted OPEX Over PY

* Normalized for Impact of 53rd Week: Adjusted Gross Profit was impacted by approximately $60M, and Adjusted Opex by $50M.

(0.1)%

Cost actions minimizing operating expense growth

29

4.2%3.3%

4.2%

1.9%

12.6%

(1.3)%

(4.8)%

(2.4)%

OPERATING EXPENSE DRIVERS

Network

Optimization

Distribution

Productivity

Field

Organization

Sales Force

Productivity

Indirect Spend

Corporate

Costs

Gross Profit

OPEX

OPEX as % of sales

17.4% 15.6% 16.1% 15.7%

OPERATING EXPENSE PERFORMANCE

Dollar Change in GP and OPEX Over PY


Q4 2015* Q1 2016 Q2 2016 Q3 2016

Solid fiscal 2016 year-to-date earnings growth

30

YTD Operating Income$ Millions; Percent of Sales

YTD Adjusted EBITDA*$ Millions; Percent of Sales

YTD Adjusted Net Income*$ Millions

$620

$707

2015 2016

$137

$298

2015 2016

+14.0%

0.8% 1.7% 3.6% 4.1%

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

$177

$72

$133

$201

GAAP Adjusted*

2015

2016

YTD Cash Flow from

Operations$ Millions

Net Debt* and Leverage$ Millions; Percent of Sales

Strong cash flow and continued deleveraging

31

$298

$440

2015 2016

LeverageNet Debt

* 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

$4,871

$3,675

4.6x

5.3x

3.8x

Q3 2015 Pre-IPO Q3 2016

Long

Term

Debt

$4,652 $4,961 $3,756

Mid-term targets are consistent with recent performance

32

Mid-Term Targets

Unit Growth 2 – 4%

Net Sales Growth 4 – 6%

Adjusted EBITDA Growth 7 – 10%

Net Income Growth Over 15%

Net Debt/Adjusted EBITDA (ex Future Acquisitions)

~3x

CAPEX/Sales (ex Future Acquisitions)

~1%

APPENDIX:

• Q3 AND YTD SUMMARY

• NON-GAAP RECONCILIATIONS

33

34

Q3 FY16 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

dataQ3 2016 Q3 2015

Y-O-Y %

ChangeQ3 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

35

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

dataQ3 2016 Q3 2015

Y-O-Y %

ChangeQ3 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 FY16 Year to Date Financial Performance

36

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.

(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) Consists of charges resulting from lump-sum payment settlements to retirees and former employees participating in several USF-sponsored pension plans.

(8) Other includes gains, losses or charges as specified under USF’s debt agreements.

Quarter Ended Quarter Ended YTD Q3 Ended

(In millions)* Dec. 27, 2014 Mar. 28, 2015 June 27, 2015 Sept. 26, 2015 Jan. 2, 2016 Sept. 26, 2015

Gross Profit 978$ 929$ 993$ 1,013$ 1,078$ 2,935$

LIFO reserve change (1) (9) (24) 3 (20) (32) (42)

Adjusted Gross Profit 969$ 905$ 995$ 993$ 1,046$ 2,893$

Operating Expenses 865$ 887$ 971$ 940$ 1,026$ 2,797$

Adjustments:

Depreciation and amortization expense (102) (99) (98) (101) (100) (299)

Sponsor fees (2) (2) (3) (3) (3) (2) (8)

Restructuring and tangible asset impairment charges (3) - (1) (51) (29) (91) (82)

Share-based compensation expense (4) (3) (2) (3) (3) (8) (8)

Business transformation costs (5) (14) (9) (11) (11) (15) (31)

Acquisition related costs (6) (11) (15) (41) (23) (6) (79)

Pension settlements (7) (2) - - - - -

Other (8) (2) (10) (6) (3) (13) (19)

Adjusted Operating Expenses 729$ 748$ 759$ 767$ 791$ 2,271$

37

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 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, and organizational realignment costs.





Quarter Ended YTD Q3 Ended

(In millions)* Apr. 2, 2016 July 2, 2016 Oct. 1, 2016 Oct. 1, 2016

Gross Profit 960$ 1,034$ 1,033$ 3,026$

LIFO reserve change (1) (11) (7) (7) (25)

Adjusted Gross Profit 949$ 1,027$ 1,026$ 3,001$

Operating Expenses 875$ 936$ 917$ 2,728$

Adjustments:

Depreciation and amortization expense (103) (105) (106) (314)

Sponsor fees (2) (2) (33) - (36)

Restructuring and tangible asset impairment charges (3) (11) (13) (15) (39)

Share-based compensation expense (4) (5) (5) (5) (14)

Business transformation costs (5) (9) (7) (10) (26)

Acquisition related costs (6) (1) - - (1)

Other (7) 2 (5) - (4)

Adjusted Operating Expenses 746$ 767$ 781$ 2,294$

Historical Adjusted EBITDA and Net Income Summary

Notes: (1) Consists of management fees paid to the Sponsors



(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 unamortized debt issuance costs.

(6) Consists of charges resulting from lump-sum payment settlements to retirees and former employees participating in several Company-sponsored pension plans

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


(9) Consists of net fees received in connection with the termination of the Acquisition Agreement.

(10) Other includes gains, losses, or charges, as specified under the Company’s debt agreements

Individual components may not foot due to rounding

$ IN MILLIONS 2013 2014 2015 LTM

NET INCOME/(LOSS) $ (57) $ (73) $ 168 $ 124

INTEREST EXPENSE, NET 306 289 285 264

INCOME TAX PROVISION/(BENEFIT) 30 36 25 (90)

DEPRECIATION AND AMORTIZATION EXPENSE 388 412 399 414

EBITDA 667 664 876 711

ADJUSTMENTS:

Sponsor fees1 10 10 10 38

Restructuring and tangible asset impairment charges2 8 -- 173 130

Share-based compensation expense3 8 12 16 22

Net LIFO reserve change4 12 60 (74) (57)

Loss on extinguishment of debt5 42 -- -- 54

Pension settlements6 2 2 -- --

Business transformation costs7 61 54 46 41

Acquisition related costs8 4 38 85 7

Termination fee, net9 -- -- (288) --

Other10 31 26 31 16

ADJUSTED EBITDA $ 845 $ 866 $ 875 $ 962

Adjusted EBITDA Margin 3.8% 3.8% 3.8% 4.2%

38

39

Non-GAAP Reconciliation – Net Income to

Adjusted EBITDA

Notes: (1) Consists of management fees paid to the Sponsors for consulting and management advisory services.









Quarter Ended Quarter Ended YTD Q3 Ended

(In millions)* Dec. 27, 2014 Mar. 28, 2015 June 27, 2015 Sept. 26, 2015 Jan. 2, 2016 Sept. 26, 2015

Net income 48$ 7$ 165$ 5$ (9)$ 177$

Interest expense, net 70 71 70 70 74 211

Income tax provision (benefit) (5) (36) 74 (2) (12) 37

Depreciation and amortization expense 102 99 98 101 100 299

EBITDA 215 142 407 175 152 724

Adjustments:

Sponsor fees (1) 2 3 3 3 2 8

Restructuring and tangible asset impairment charges (2) - 1 51 29 91 82

Share-based compensation expense (3) 3 2 3 3 8 8

LIFO reserve change (4) (9) (24) 3 (20) (32) (42)

Business transformation costs (5) 14 9 11 11 15 31

Acquisition related costs (6) 11 15 41 23 6 79

Acquisition terminated fees - net (7) - - (288) - - (288)

Other (8) 4 10 6 3 13 19

Adjusted EBITDA 240$ 158$ 236$ 225$ 255$ 620$

40

Non-GAAP Reconciliation – Net Income to

Adjusted EBITDA

Quarter Ended YTD Q3 Ended

(In millions)* Apr. 2, 2016 July 2, 2016 Oct. 1, 2016 Oct. 1, 2016

Net income 13$ (13)$ 133$ 133$

Interest expense, net 71 70 49 190

Income tax provision (benefit) 1 (1) (78) (78)

Depreciation and amortization expense 103 105 106 314

EBITDA 187 161 210 559

Adjustments:

Sponsor fees (1) 2 33 - 36

Restructuring and tangible asset impairment charges (2) 11 13 15 39

Share-based compensation expense (3) 5 5 5 14

LIFO reserve change (4) (11) (7) (7) (25)

Loss on extinguishment of debt (5) - 42 12 54

Business transformation costs (6) 9 7 10 26

Acquisition related costs (7) 1 - - 1

Other (8) (2) 5 - 4

Adjusted EBITDA 203$ 260$ 244$ 707$

Notes: (1) Consists of management fees paid to the Sponsors for consulting and management advisory services.

(2) Consists primarily of facility related closing costs, including severance and related costs, tangible asset impairment charges, and organizational realignment costs.



(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.




41

Non-GAAP Reconciliation – Net Income to Adjusted Net 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.



(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.




(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

or 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 quarter and year-to-date 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 quarter and year-to-date periods ended September 26, 2015. The result was an immaterial tax effect related to pre-tax items excluded from Adjusted Net

income in the the quarter and year-to-date 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 charges2

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 costs6

10 11 26 31

Acquisition related costs7

- 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

42

Non-GAAP Reconciliation –Net Debt

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 Pre-IPO September 26, 2015

Long-term debt (GAAP) 3,756$ 4,961$ 4,652$

Current portion of long-term debt (GAAP) 75 69 60

Old Senior Notes premium - (11) (12)

Cash and cash equivalents (150) (142) (699)

Restricted cash (6) (6) (6)

Net Debt (Non-GAAP)1

3,675$ 4,871$ 3,995$

LTM Adjusted EBITDA (Non-GAAP) 962$ 920$ 860$

Leverage (Net Debt/LTM Adjusted EBITDA) 3.8x 5.3x 4.6x

As Of

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