Q4 fy16 earnings slides final

1. Q4 and Full Year 2016 Results
US Foods Holding Corporation
February 15, 2017

2. 11
Cautionary Statements
Forward-Looking Statements
This presentation and related comments by management contain “forward-looking statements” within the meaning of the federal securities laws. Forward-
looking statements include information concerning our liquidity and our possible or assumed future results of operations, including descriptions of our
business strategies. These statements often include 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. The statements are based on assumptions that
we have made, based on our experience in the industry as well as our perceptions of historical trends, current conditions, expected future developments,
and other factors we think are appropriate. We believe these judgments are reasonable. However, you should understand that these statements are not
guarantees of performance or results. Our actual results could differ materially from those expressed in the forward-looking statements. There are a
number of risks, uncertainties, and other important factors, many of which are beyond our control, that could cause our actual results to differ materially from
the forward-looking statements contained in this presentation. Such risks, uncertainties, and other important factors include, among others: our ability to
remain profitable during times of cost inflation/deflation, 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
group purchasing organizations; any change in our relationships with long-term customers; our ability to increase sales to independent restaurant
customers; our ability to successfully consummate and integrate future acquisitions; our ability to achieve the benefits that we expect from our cost savings
initiatives; 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 January 25, 2017, which was filed
with the Securities and Exchange Commission (“SEC”) on January 25, 2017, 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.

3. 22
Cautionary Statements
Non-GAAP Financial Measures
This presentation contains unaudited financial measures which are not required by, or presented in accordance with, accounting principles generally
accepted in the United States of America (“GAAP”). We provide EBITDA, Adjusted EBITDA, Adjusted Diluted EPS, Adjusted Gross Profit, Adjusted
Operating Expense, Adjusted Net Income and Free Cash Flow as supplemental measures to GAAP regarding the Company’s operational performance.
These non-GAAP financial measures exclude the impact of certain items and, therefore, have not been calculated in accordance with GAAP. We believe
EBITDA and Adjusted EBITDA provide meaningful supplemental information about our operating performance because they exclude amounts that we do
not consider part of our core operating results when assessing our performance. Examples of items excluded from Adjusted EBITDA include Restructuring
and tangible asset impairment charges, Loss on extinguishment of debt, Sponsor fees, Share-based compensation expense, Pension settlements, the non-
cash impact of LIFO reserve adjustments, Business transformation costs (business costs associated with the redesign of systems and processes),
acquisition related costs, acquisition termination fees–net, and other items as specified in our debt agreements.
We believe 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, amortization, interest
expense, and income taxes on a consistent basis from period to period. Adjusted Net income is Net income (loss) excluding such items as Restructuring
and tangible asset impairment charges, Loss on extinguishment of debt, Sponsor fees, Share-based compensation expense, Pension settlements, Business
transformation costs ( cost associated with redesign of systems and process), and other items, and adjusted for the tax effect of the exclusions and discrete
tax items. We believe that Adjusted Net income is 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 Free cash flow to review the liquidity of our operations. We measure Free cash flow as Cash flows provided by operating activities less capital
expenditures. We believe that Free cash flow is a useful financial metric to assess our ability to pursue business opportunities and investments. Free cash
flow is not a measure of our liquidity under GAAP and should not be considered as an alternative to cash flows provided by operating activities
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.
We caution readers that amounts presented in accordance with our definitions of EBITDA, Adjusted EBITDA, Adjusted Net income and Free cash flow may
not be the same as similar measures used by other companies. Not all companies and analysts calculate EBITDA, Adjusted EBITDA, Adjusted Net income
or Free cash flow in the same manner. We compensate for these limitations by using these non-GAAP financial measures as supplements to GAAP
financial measures and by presenting the reconciliations of the non-GAAP financial measures to their most comparable GAAP financial measures.

4. 33
2016 was a very good year on many fronts; 2017 shaping
up well
• Good operating results; volume growth, margin expansion,
12.5%* adjusted EBITDA growth
• Continued progress against our strategy; food leadership,
easy customer experience, flawless fundamentals
• Successful integration of 5 acquisitions
• Stronger balance sheet; lower debt, extended maturities,
ample liquidity
• Favorable outlook; for our target customers
• Mid-term guidance unchanged; 7-10% Adjusted EBITDA
growth
*Results normalized to adjust for 53rd week in 2015

5. Our strategy continues to underpin our performance
4
VOLUME/MARGIN GROWTH
• Customer/category mix
• Private brand growth
• Customer retention/penetration/growth
EFFECTIVENESS/EFFICIENCY
• Perfect order
• Distribution productivity
• Selling productivity
• G&A cost/case
• Employee engagement

6. 5
We made progress against key initiatives in 2016…
VOLUME/MARGIN GROWTH
• 63 scoop products launched
• Sustainable products
• Food cost management diagnostics
• CookBook pricing tools
• “Did You Forget?” order prompt
• Expansion of Category Specialists
• 20 Food Fanatic Live events; an increase of 40%
EFFECTIVENESS/EFFICIENCY
• Completion of new field operating model
• Indirect sourcing
• “Perfect Order” improvement
• Enhanced sales routines
• Targeted facility expansions and closures
• Streamlined corporate organization
• Talent management

7. 6
…driving strong adjusted EBITDA growth
did
did
VOLUME+
Percent Change
did
GROSS PROFIT AND OPERATING EXPENSE
Percent of Sales
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4
GP OPEX
ADJUSTED EBITDA RESULTS BY QUARTER*+
YoY change
7%
0%
3%
6%
28%
10%
8%
9%
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4
2015 2016
2015 2016
2015 2016
* Reconciliations of non-GAAP measures are provided in the Appendix
+ Results normalized to adjust for 53rd week in 2015
(0.7%)
0.0%
(0.6%) (0.6%)
2.4%
1.2%
4.0% 4.1%
Q1 Q2 Q3 Q4* Q1 Q2 Q3 Q4*

8. No change to mid-term guidance
7
Mid-Term Guidance
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%

9. 8
Favorable industry outlook with Independents expected to
continue to outpace Chains
-2.0%
-3.0%
-5.0%
-6.0%
-11.0%
-4.0%
0.0%
3.0%
2.0%
1.0%
-1.0%
-6.0%
2010
1.1%
2.2%
2.7%
2011
1.3%
2014
1.5%
-10.4%
2009
-3.6%
1.6%
3.0%
2018-
2021F
2.1%
1.1%0.9%
2012 2015
2.6%
2013
0.4%
1.0%
2.8%
2017F
0.7%
2.5%
2016
-1.9%
National ChainsIndependents
Note: Independents include Independent Restaurants and small chains (up to 10 units); National Chains is the top 100 chains
Source: Technomic January 2017 Long Term Forecast
Real Growth
%

10. 9
A combination of new and more mature initiatives will
deliver against 2017 guidance
MORE MATURE RAMPING UP
• Product Innovation
• “Big Data” analytics
• Leading Mobile and e-
commerce
• Specialty Products Focus
• Centralized Replenishment
• CookBook Pricing
• Salesforce Productivity
• Network Optimization
• Corporate Cost Streamlining
• Lean/Continuous
Improvement
• Expanded Business Shared
Services
VOLUME/
MARGIN
GROWTH
VOLUME/
MARGIN
GROWTH
EFFICIENCY/
EFFECTIVENESS
EFFICIENCY/
EFFECTIVENESS

11. 10
Case Volume Growth with Independent
Restaurant customers
YoY percent change
Total Case Volume Growth
YoY percent change
Strong growth continues with Independent Restaurant and
target customers
RESULTS SUMMARY*
2.5%
4.0%
4.4% 4.7%
6.5%
4.6%
3.5% 3.8%
8.0%
6.8%
5.5%
6.1%
Q1 Q2 Q3 Q4* Q1 Q2 Q3 Q4*
Acquisitions
2015 2016
4.1% total case volume growth in Q4
• 6.1% independent restaurant growth
• 3.8% organic growth with independents
• Broad-based customer wins
2.9% total case volume growth in fiscal 2016
• 6.4% independent restaurant growth
• 4.5% organic growth with independents
• Wrapped national chain exits in Q3 2016
Organic
(0.7%)
0.0%
(0.6%) (0.6%)
2.4%
1.2%
4.0% 4.1%
Q1 Q2 Q3 Q4* Q1 Q2 Q3 Q4*
2015 2016
* Results normalized to adjust for 53rd week in 2015
4.0% - 4.5% organic run-
rate when adjusted for
calendar timing

12. 1111
Volume growth impact on sales was partially offset by
deflation
Q4 Net Sales*
$ Millions b/(w)
YTD Net Sales*
$ Millions b/(w)
$22,777
$22,919
2015 2016
0.6%
1.7%
$5,585
$5,678
2015 2016
*Results normalized to adjust for 53rd week in 2015
RESULTS SUMMARY
Net Sales gains coming from:
• Good volume growth with target customers
• Independent Restaurants
• Healthcare & Hospitality
• National Chain
• Deflation negatively impacted sales
Product
Deflation
Freshway
Acquisition
& Mix
Freshway
Acquisition
& Mix
Q4 2016 FY2016
Product
Deflation
100% = ~240 bps 100% = ~230 bps

13. 1212
Gross profit gains despite deflationary pressures
RESULTS SUMMARY
Gross Profit gains coming from:
• Increasing penetration with target customers
• Merchandising initiatives
• Effective commodity management during
deflationary period
• LIFO negative YoY impact
Q4 Gross Profit+
$ Millions; Percent of Sales b/(w)
$1,019
$1,027
2015 2016
18.2% 18.1%
0.8%
(10) bps
YTD Gross Profit +
$ Millions; Percent of Sales b/(w)
$3,954 $4,053
2015 2016
17.4% 17.7% 30 bps
Adjusted Gross Profit*
Q4: $1.0B, up $47M+ or 4.8%+
18.2% of sales, up 60 bps
YTD: $4.0B, up $155M+ or 4.0%+
17.6% of sales, up 60 bps
2.5%
* Reconciliations of non-GAAP measures are provided in the Appendix
+ Results normalized to adjust for 53rd week in 2015

14. 1313
YTD Operating Expenses+
$ Millions; Percent of Sales b/(w)
Operating expense performance showing continued
improvement
RESULTS SUMMARY
Operating expense declines driven by:
• Lower distribution, selling & administrative
costs and restructuring
• New multi-site field model performing well
• Corporate reorganization underway
Adjusted Operating Expenses*
Q4: $768M, up $26M+ or 3.5%+
13.5% of sales, up 20 bps
YTD: $3.1B, up $48M+ or 1.6%+
13.4% of sales, up 20 bps
Q4 Operating Expenses+
$ Millions; Percent of Sales b/(w)
$978
$911
2015 2016
17.5% 16.0%
6.9%
150 bps
$3,775
$3,639
2015 2016
16.6% 15.9%
3.6%
70 bps
* Reconciliations of non-GAAP measures are provided in the Appendix
+ Results normalized to adjust for 53rd week in 2015

15. 1414
Q4 Adjusted EBITDA*+
$ Millions; Percent of Sales b/(w)
$244
$265
2015 2016
All profitability metrics show good improvement over prior
year
$41
$116
2015 2016
0.7% 2.0%
Q4 Operating Income+
$ Millions; Percent of Sales b/(w)
$75$77
$120
GAAP Adjusted*
Q4 Net Income+
$ Millions
YTD Operating Income+
$ Millions; Percent of Sales b/(w)
YTD Adjusted EBITDA*+
$ Millions; Percent of Sales b/(w)
YTD Net Income+
$ Millions
$162 $148
$210
$321
GAAP Adjusted*
8.6%
$864
$972
2015 2016
$179
$414
2015 2016
4.4% 4.7%
183%
2015
2016
2015
2016
0.8% 1.8% 3.8% 4.2%
* Reconciliations of non-GAAP measures are provided in the Appendix
+ Results normalized to adjust for 53rd week in 2015
12.5%12.5%
($16)
131%

16. 1515
YTD Free Cash Flow
$ Millions
Net Debt* and Leverage
$ Millions
FY2016 Interest Expense
$ Millions, Percent Change b/(w)
Strong cash flow and continued deleveraging
$369
$392
2015 2016
Note: Free cash flow defined as cash
from operations less capital
expenditures
Leverage **Net Debt
$141
$88
1H 2H
* Reconciliations of non-GAAP measures are provided in the Appendix
** Net Debt / LTM Adjusted EBITDA
$4,209
$4,871
$3,651
4.8x
5.3x
3.8x
2015 Pre-IPO 2016
38%
LT
Debt
$4,682 $4,961 $3,706

17. 1616
2017 Guidance Mid-Term Guidance
Unit Growth 2 – 4% 2 – 4%
Net Sales Growth 1 – 3% 4 – 6%
Adjusted EBITDA Growth 7 - 10% 7 - 10%
Net Income Growth 15 – 20% Over 15%
Net Debt/Adjusted EBITDA
(ex Future Acquisitions)
~3x
Cash CAPEX
(ex Future Acquisitions)
$230 - $250M ~1% of sales
Interest Expense $180 - $190M
Depreciation & Amortization $370 - $380M
Effective Tax Rate ~39% ~39%
Cash Income Taxes $25 - $35M
Adjusted Diluted EPS $1.26 - $1.40
7-10% Adjusted EBITDA growth in 2017; no change to mid-
term guidance

18. 1717
APPENDIX:
• Q4 AND FULL YEAR SUMMARY
• NON-GAAP RECONCILIATIONS

19. 1818
2016 52 week vs 2015 53 week reconciliation
Q4 2016
Q42016
Excluding
Extra Week FY2016
FY2016
Excluding
Extra Week
Dollar Impact
of 53rd Week
on 2015 Results
(millions)
Total case volume (1.9%) 4.1% 1.4% 2.9%
Organic Total case volume (3.8%) 2.0% (0.2%) 1.3%
Independent Restaurant (IR) case volume (1.0%) 6.1% 4.7% 6.4%
IR Organic case volume (3.2%) 3.8% 2.7% 4.5%
Net sales (4.3%) 1.7% (0.9%) 0.6% $350
Net sales from acquisitions 1.6% 1.7% 1.3% 1.3%
Gross profit (4.7%) 0.8% 1.0% 2.5% $59
Adjusted Gross profit* (1.1%) 4.8% 2.4% 4.0% $59
Operating expense 11.2% 6.9% 4.8% 3.6% $48
Adjusted Operating expense* 2.8% (3.5%) 0.0% (1.6%) $48
Operating income 123.1% 182.9% 117.9% 131.3% $11
Net income NM NM 25.0% 29.6% $6
Adjusted EBITDA* 3.9% 8.6% 11.1% 12.5% $11
NM - Percentage change not meaningful
*Reconciliations of non-GAAP measures are provided in the Appendix
Percent Change Over Prior Quarter Or Fiscal Year b/(w)

20. 1919
Fourth Quarter Financial Performance
$ Millions* except per share data
Quarter Ended
December 31, 2016
Quarter Ended
January 2, 2016 Change
Quarter Ended
December 31, 2016
Quarter Ended
January 2, 2016 Change
Case Growth (1.9)%
Net Sales $5,678 $5,935 (4.3)%
Gross Profit $1,027 $1,078 (4.7)% $1,034 $1,046 (1.1)%
% of Net Sales 18.1% 18.2% (10) bps 18.2% 17.6% +60 bps
Operating Expenses $911 $1,026 (11.2)% $768 $790 (2.8)%
% of Net Sales 16.0% 17.3% (130) bps 13.5% 13.3% +20 bps
Operating Income $116 $52 123.1% $266 $256 3.9%
Net Income $77 ($10) NM $120 $81 49.0%
Diluted EPS $0.34 ($0.06) NM $0.53 $0.47 11.8%
Adjusted EBITDA $265 $255 3.9%
Adjusted EBITDA Margin (2) 4.7% 4.3% +40 bps
* Individual components may not add to total presented due to rounding.
NM Percent change not meaningful
(1) Reconciliations of these non-GAAP measures are provided in the Appendix
(2) Represents Adjusted EBITDA as a percentage of Net Sales.
Reported Adjusted
(1)

21. 2020
Fiscal Year Financial Performance
$ Millions* except per share data
Fiscal Year
December 31, 2016
Fiscal Year
January 2, 2016 Change
Fiscal Year
December 31, 2016
Fiscal Year
January 2, 2016 Change
Case Growth 1.4%
Net Sales $22,919 $23,127 (0.9)%
Gross Profit $4,053 $4,013 1.0% $4,035 $3,939 2.4%
% of Net Sales 17.7% 17.4% +30 bps 17.6% 17.0% +60 bps
Operating Expenses $3,639 $3,823 (4.8)% $3,063 $3,063 0.0%
% of Net Sales 15.9% 16.5% (60) bps 13.4% 13.2% +20 bps
Operating Income $414 $190 117.9% $972 $876 11.0%
Net Income $210 $168 25.4% $321 $154 108.4%
Diluted EPS $1.03 $0.98 5.1% $1.57 $0.90 74.4%
Adjusted EBITDA $972 $875 11.1%
Adjusted EBITDA Margin (2) 4.2% 3.8% +40 bps
* Individual components may not add to total presented due to rounding.
(1) Reconciliations of these non-GAAP measures are provided in the Appendix
(2) Represents Adjusted EBITDA as a percentage of Net Sales.
Reported Adjusted
(1)

22. 2121
Non-GAAP Reconciliation - Adjusted Gross Profit and
Adjusted Operating Expenses
(In millions)* December 31, 2016 January 2, 2016 December 31, 2016 January 2, 2016
Gross Profit 1,027$ 1,078$ 4,053$ 4,013$
LIFO reserve change 7 (32) (18) (74)
Adjusted Gross Profit 1,034$ 1,046$ 4,035$ 3,939$
Operating Expenses 911$ 1,026$ 3,639$ 3,823$
Adjustments:
Depreciation and amortization expense (107) (101) (421) (399)
Sponsor fees (1) - (3) (36) (10)
Restructuring and tangible asset impairment charges (2) (15) (91) (53) (173)
Share-based compensation expense (3) (4) (8) (18) (16)
Business transformation costs (4) (11) (15) (37) (46)
Acquisition related costs (5) - (3) (1) (85)
Other (6) (6) (15) (10) (31)
Adjusted Operating Expenses 768$ 790$ 3,063$ 3,063$
*Individual components may not add to total presented due to rounding
(1)
(2)
(3)
(4)
(5)
(6)
Quarter Ended* Fiscal Year Ended*
Consists of 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.
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 and settlements.
Share-based compensation expense for vesting of stock awards and share purchase plan.
Consists primarily of costs related to significant process and systems redesign across multiple functions.
Consists of costs related to the Acquisition, including certain employee retention costs.
Other includes gains, losses or charges as specified under USF’s debt agreements. The balance for the quarter ended December 31, 2016 includes $1 million of closed facility
carrying costs and $3 million of business acquisition related costs. The balance for the quarter ended January 2, 2016 includes $7 million of brand re-launch and marketing costs
and $4 million of business acquisition costs. The fiscal 2016 year balance includes $5 million of IPO readiness costs, $5 million of closed facility carrying costs and $6 million of
business acquisition related costs, partially offset by a $10 million insurance benefit. The fiscal 2015 year balance consists primarily of a $16 million litigation settlement cost and
$16 million of brand re-launch and marketing costs, partially offset by a net insurance benefit of $11 million.

23. 2222
Non-GAAP Reconciliation - Adjusted Operating Income
(In millions)* December 31, 2016 January 2, 2016 December 31, 2016 January 2, 2016
Operating Income 116$ 52$ 414$ 190$
Adjustments:
Depreciation and amortization expense 107 101 421 399
Sponsor fees (1) - 3 36 10
Restructuring and tangible asset impairment charges (2) 15 91 53 173
Share-based compensation expense (3) 4 8 18 16
LIFO reserve change (4) 7 (32) (18) (74)
Business transformation costs (5) 11 15 37 46
Acquisition related costs (6) - 3 1 85
Other (7) 6 15 10 31
Adjusted Operating Income 266$ 256$ 972$ 875$
*Individual components may not add to total presented due to rounding
(1)
(2)
(3)
(4) Represents the non-cash impact of LIFO reserve adjustments.
(5)
(6)
(7)
Consists of costs related to the Acquisition, including certain employee retention costs.
Other includes gains, losses or charges as specified under USF’s debt agreements. The balance for the quarter ended December 31, 2016 includes $1 million of closed facility
carrying costs and $3 million of business acquisition related costs. The balance for the quarter ended January 2, 2016 includes $7 million of brand re-launch and marketing costs
and $4 million of business acquisition costs. The fiscal 2016 year balance includes $5 million of IPO readiness costs, $5 million of closed facility carrying costs and $6 million of
business acquisition related costs, partially offset by a $10 million insurance benefit. The fiscal 2015 year balance consists primarily of a $16 million litigation settlement cost and
$16 million of brand re-launch and marketing costs, partially offset by a net insurance benefit of $11 million.
Quarter Ended* Fiscal Year Ended*
Consists of 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.
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 and settlements.
Share-based compensation expense for vesting of stock awards and share purchase plan.
Consists primarily of costs related to significant process and systems redesign across multiple functions.

24. 2323
Non-GAAP Reconciliation - Adjusted EBITDA
(In millions)* December 31, 2016 January 2, 2016 December 31, 2016 January 2, 2016
Net income 77$ (10)$ 210$ 168$
Interest expense, net 39 74 229 285
Income tax (benefit) provision (1) (12) (79) 25
Depreciation and amortization expense 107 101 421 399
EBITDA 222 153 782 877
Adjustments:
Sponsor fees (1) - 3 36 10
Restructuring and tangible asset impairment charges (2) 15 91 53 173
Share-based compensation expense (3) 4 8 18 16
LIFO reserve change (4) 7 (32) (18) (74)
Loss on extinguishment of debt (5) - - 54 -
Business transformation costs (6) 11 15 37 46
Acquisition related costs (7) - 3 1 85
Acquisition termination fees - net (8) - - - (288)
Other (9) 6 15 10 31
Adjusted EBITDA 265$ 255$ 972$ 875$
Adjusted EBITDA 265$ 255$ 972$ 875$
Depreciation and amortization expense (107) (101) (421) (399)
Interest expense, net (39) (74) (229) (285)
Income tax benefit (provision) (10) 1 1 (1) (37)
Adjusted Net income 120$ 81$ 321$ 154$
*Individual components may not add to total presented due to rounding
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
(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 fiscal year 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 fiscal year 2016. We maintained a valuation allowance against federal and state
net deferred tax assets in fiscal years 2012 through 2015. The result was an immaterial tax effect related to pre-tax items excluded from Adjusted Net income in the fiscal years 2012 through
2016.
Quarter Ended* Fiscal Year Ended*
Consists of 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.
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 and settlements.
Share-based compensation expense for vesting of stock awards and share purchase plan.
Represents the non-cash impact of LIFO reserve adjustments.
Includes fees paid to debt holders, third party costs, the write off of certain pre-existing unamortized deferred financing costs related to the 2016 debt refinancing transactions; early redemption
premium and 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.
Consists primarily of costs related to significant process and systems redesign across multiple functions.
Consists of costs related to the Acquisition, including certain employee retention costs.
Consists of net fees received in connection with the termination of the Acquisition Agreement.
Other includes gains, losses or charges as specified under USF’s debt agreements. The balance for the quarter ended December 31, 2016 includes $1 million of closed facility carrying
costs and $3 million of business acquisition related costs. The balance for the quarter ended January 2, 2016 includes $7 million of brand re-launch and marketing costs and $4 million of
business acquisition costs. The fiscal 2016 year balance includes $5 million of IPO readiness costs, $5 million of closed facility carrying costs and $6 million of business acquisition related
costs, partially offset by a $10 million insurance benefit. The fiscal 2015 year balance consists primarily of a $16 million litigation settlement cost and $16 million of brand re-launch and
marketing costs, partially offset by a net insurance benefit of $11 million.

25. 2424
Non-GAAP Reconciliation - Adjusted Diluted Earnings
Per Share (EPS)
December 31, 2016 January 2, 2016 December 31, 2016 January 2, 2016
Diluted EPS (GAAP) 0.34$ (0.06)$ 1.03$ 0.98$
Sponsor fees (1) - 0.01 0.18 0.06
Restructuring and tangible asset impairment charges (2) 0.07 0.53 0.26 1.01
Share-based compensation expense (3) 0.02 0.05 0.09 0.09
LIFO reserve change (4) 0.03 (0.19) (0.09) (0.43)
Loss on extinguishment of debt (5) - - 0.26 -
Business transformation costs (6) 0.05 0.09 0.18 0.27
Acquisition related costs (7) - 0.02 - 0.50
Acquisition termination fees - net (8) - - - (1.68)
Other (9) 0.03 0.09 0.05 0.18
Income tax impact of adjustments (10) - (0.06) (0.39) (0.07)
Effect of dilutive shares assuming net income (11) - (0.01) - -
Adjusted Diluted EPS (Non-GAAP) 0.53$ 0.47$ 1.57$ 0.90$
Weighted-average diluted shares outstanding 225,522,264 169,492,994 204,024,726 171,060,720
Dilutive shares assuming net income (11) n/a 2,104,483
Adjusted diluted shares n/a 171,597,477
*Individual components may not add to total presented due to rounding
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
(10)
(11)
Quarter Ended* Fiscal Year Ended*
Consists of 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.
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 and settlements.
Other includes gains, losses or charges as specified under USF’s debt agreements. The balance for the quarter ended December 31, 2016 includes $1 million of closed facility carrying
costs and $3 million of business acquisition related costs. The balance for the quarter ended January 2, 2016 includes $7 million of brand re-launch and marketing costs and $4 million
of business acquisition costs. The fiscal 2016 year balance includes $5 million of IPO readiness costs, $5 million of closed facility carrying costs and $6 million of business acquisition
related costs, partially offset by a $10 million insurance benefit. The fiscal 2015 year balance consists primarily of a $16 million litigation settlement cost and $16 million of brand re-
launch and marketing costs, partially offset by a net insurance benefit of $11 million.
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 fiscal year 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 fiscal year 2016. We maintained a valuation allowance
against federal and state net deferred tax assets in fiscal years 2012 through 2015. The result was an immaterial tax effect related to pre-tax items excluded from Adjusted Net income in
the fiscal years 2012 through 2016.
Share-based compensation expense for vesting of stock awards and share purchase plan.
Represents the non-cash impact of LIFO reserve adjustments.
Includes fees paid to debt holders, third party costs, the write off of certain pre-existing unamortized deferred financing costs related to the 2016 debt refinancing transactions; early
redemption premium and 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
Consists primarily of costs related to significant process and systems redesign across multiple functions.
Consists of costs related to the Acquisition, including certain employee retention costs.
Consists of net fees received in connection with the termination of the Acquisition Agreement.
The effect of the "dilutive shares assuming net income" represents the difference between the Adjusted Diluted EPS calculated using the GAAP based weighted-average dilutive shares outstanding
compared to the Adjusted Diluted EPS calculated using the weighted-average shares outstanding plus the effect of potentially dilutive securities that would have been applicable if the company had
net income during the period. Since the company was in a net loss position for the quarter ended January 2, 2016, basic and diluted shares are the same because the inclusion of additional shares
would be anti-dilutive.