US Foods Holding Corp

Previous wording

The following discussion and analysis should be read together with the accompanying unaudited consolidated financial statements and the notes thereto included in this Quarterly Report and the audited consolidated financial statements and the notes thereto in the 2023 Annual Report. The following discussion and analysis contain certain financial measures that are not required by or presented in accordance with GAAP. We believe these non-GAAP measures provide meaningful supplemental information about our operating performance and liquidity. Information regarding reconciliations of and the rationale for these measures is discussed under “Non-GAAP Reconciliations” below. Results of operations for the 13 weeks and 26 weeks ended June 29, 2024 are compared to the 13 weeks and 26 weeks ended July 1, 2023, unless specifically noted otherwise.

Current wording

The following discussion and analysis should be read together with the accompanying unaudited consolidated financial statements and the notes thereto included in this Quarterly Report and the audited consolidated financial statements and the notes thereto in the 2023 Annual Report. The following discussion and analysis contain certain financial measures that are not required by or presented in accordance with GAAP. We believe these non-GAAP measures provide meaningful supplemental information about our operating performance and liquidity. Information regarding reconciliations of and the rationale for these measures is discussed under “Non-GAAP Reconciliations” below. Results of operations for the 13 weeks and 39 weeks ended September 28, 2024 are compared to the 13 weeks and 39 weeks ended September 30, 2023, unless specifically noted otherwise.

Previous wording

On June 5, 2024, the Company announced it intends to explore the potential sale of its CHEF’STORE wholesale restaurant supply business and, if a sale is completed, then entirely focus on delivered broadline operations. As of June 29, 2024, the Company was still in the early stages of this sale exploration.

Current wording

On June 5, 2024, the Company announced it intends to explore the potential sale of its CHEF’STORE wholesale restaurant supply business and, if a sale is completed, then entirely focus on delivered broadline operations. As of September 28, 2024, the Company is in the process of exploring this sale.

Previous wording

For the 13 weeks ended June 29, 2024, net sales increased 7.7% driven by a total case volume increase of 5.2% compared to the prior year which was driven by a 5.7% increase in independent restaurant case volume, a 6.0% increase in healthcare volume, a 2.1% increase in hospitality volume and a 4.2% increase in chain volume. Total organic case volume increased 1.9% for the 13 weeks ended June 29, 2024 which includes 3.2% organic independent restaurant case volume growth. For the 26 weeks ended June 29, 2024, net sales increased 6.3% driven by a total case volume increase of 4.7% compared to the prior year which was driven by a 5.2% increase in independent restaurant case volume, a 6.2% increase in healthcare volume,1.4% increase in hospitality volume, and a 3.9% increase in chain volume. Total organic case volume increased 1.6% for the 26 weeks ended June 29, 2024 which includes 3.1% organic independent restaurant case volume growth.

Current wording

For the 13 weeks ended September 28, 2024, net sales increased 6.8% driven by a total case volume increase of 3.8% compared to the prior year which was driven by a 4.1% increase in independent restaurant case volume, a 5.7% increase in healthcare volume, a 3.0% increase in hospitality volume and a 2.4% increase in chain volume. Total organic case volume increased 1.1% for the 13 weeks ended September 28, 2024, which includes 2.4% organic independent restaurant case volume growth. For the 39 weeks ended September 28, 2024, net sales increased 6.5% driven by a total case volume increase of 4.4% compared to the prior year which was driven by a 4.8% increase in independent restaurant case volume, a 6.1% increase in healthcare volume, a 2.0% increase in hospitality volume and a 3.5% increase in chain volume. Total organic case volume increased 1.5% for the 39 weeks ended September 28, 2024, which includes 2.8% organic independent restaurant case volume growth.

Previous wording

For the 13 weeks and 26 weeks ended June 29, 2024, compared to the same period a year ago, total case volume increased 5.2% and 4.7%, respectively, and independent restaurant case volume increased 5.7% and 5.2%, respectively. For the 13 weeks and 26 weeks ended June 29, 2024, compared to the same period a year ago, total organic case volume increased 1.9% and 1.6%, respectively, and organic independent restaurant case volume increased 3.2% and 3.1%, respectively. Net sales increased $696 million, or 7.7%, and $1,103 million, or 6.3% for the 13 weeks and 26 weeks ended June 29, 2024, respectively, driven primarily by organic case volume growth, the impact of acquisitions andfood cost inflation of 2.9% and 2.2% for the 13 weeks and 26 weeks ended June 29, 2024, respectively.

Current wording

For the 13 weeks and 39 weeks ended September 28, 2024, compared to the same period a year ago, total case volume increased 3.8% and 4.4%, respectively, and independent restaurant case volume increased 4.1% and 4.8%, respectively. For the 13 weeks and 39 weeks ended September 28, 2024, compared to the same period a year ago, total organic case volume increased 1.1% and 1.5%, respectively, and organic independent restaurant case volume increased 2.4% and 2.8%, respectively. Net sales increased $622 million, or 6.8%, and $1,725 million, or 6.5% for the 13 weeks and 39 weeks ended September 28, 2024, respectively, driven primarily by organic case volume growth, the impact of acquisitions andfood cost inflation of 3.2% and 2.5% for the 13 weeks and 39 weeks ended September 28, 2024, respectively.

Previous wording

Gross profit increased $115 million, or 7.2%, to $1,706 million for the 13 weeks ended June 29, 2024 and increased $185 million, or 6.1%, to $3,201 million for the 26 weeks ended June 29, 2024. The increase was primarily as a result of an increase in organic case volume, improved cost of goods sold, the impact of acquisitions and pricing optimization, partially offset by an unfavorable year-over-year LIFO adjustment. Gross profit was not impacted by LIFO benefit or expense for the 13 weeks ended June 29, 2024. Gross profit was negatively impacted by a LIFO expense of $45 million for the 26 weeks ended June 29, 2024. Gross profit was positively impacted by a LIFO benefit of $15 million for the 13 weeks ended July 1, 2023, while gross profit was negatively impacted by a LIFO expense of $5 million for the 26 weeks ended July 1, 2023. As a percentage of net sales, gross profit was 17.6% for the 13 weeks ended June 29, 2024, compared to 17.7% for the prior year period and was 17.2% for the 26 weeks ended July 1, 2023, compared to 17.2% for the prior year period.

Current wording

Gross profit increased $125 million, or 8.1%, to $1,667 million for the 13 weeks ended September 28, 2024, and increased $310 million, or 6.8%, to $4,868 million for the 39 weeks ended September 28, 2024. For the 13 weeks ended September 28, 2024, the increase was primarily a result of an increase in total case volume, improved cost of goods sold, pricing optimization and a favorable year-over-year LIFO adjustment. For the 39 weeks ended September 28, 2024, the increase was primarily a result of an increase in organic case volume, improved cost of goods sold, the impact of acquisition and pricing optimization, partially offset by an unfavorable year-over-year LIFO adjustment. Gross profit was negatively impacted by LIFO expense of $23 million and $68 million for the 13 weeks and 39 weeks ended September 28, 2024, respectively. Gross profit was negatively impacted by a LIFO expense of $37 million and $42 million for the 13 weeks and 39 weeks ended September 30, 2023, respectively. As a percentage of net sales, gross profit was 17.1% for the 13 weeks ended September 28, 2024, compared to 16.9% for the prior year period and was 17.1% for both the 39 weeks ended September 28, 2024 and September 30, 2023.

Previous wording

Total operating expenses increased $84 million, or 6.6%, to $1,353 million for the 13 weeks ended June 29, 2024 and increased $176 million, or 7.0%, to $2,683 million for the 26 weeks ended June 29, 2024. Operating expenses increased primarily as a result of an increase in organic case volume and higher distribution costs, reflecting increased labor costs and incremental costs to serve our customers during January labor disruptions, and the impact of acquisitions, partially offset by continued distribution productivity improvement driven by routing efficiency gains, turnover reduction and process standardization as well as actions to streamline administrative processes and costs. As a percentage of net sales, operating expenses were 13.9% for the 13 weeks ended June 29, 2024, compared to 14.1% for the prior year period and were 14.4% for the 26 weeks ended June 29, 2024, compared to 14.3% for the prior year period.

Current wording

Total operating expenses increased $76 million, or 5.8%, to $1,388 million for the 13 weeks ended September 28, 2024, and increased $252 million, or 6.6%, to $4,071 million for the 39 weeks ended September 28, 2024. For the 13 weeks ended September 28, 2024, the increase was primarily a result of an increase in total case volume and higher distribution costs, reflecting increased labor costs, partially offset by continued distribution productivity improvement as well as actions to streamline administrative processes and costs. For the 39 weeks ended September 28, 2024, the increase was primarily a result of an increase in organic case volume, higher distribution costs, reflecting increased labor costs, the impact of acquisitions and incremental costs to serve our customers during January labor disruptions, partially offset by continued productivity improvement.

Previous wording

(4) Transformational costs represent non-recurring expenses prior to formal launch of strategic projects with anticipated long-term benefits to the Company. These costs generally relate to third party consulting and non-capitalizable technology. For the 13 weeks and 26 weeks ended June 29, 2024, business transformation costs related to projects associated with information technology infrastructure initiatives and workforce efficiencies. For the 13 weeks and 26 weeks ended July 1, 2023, business transformation costs related to projects associated with information technology infrastructure initiatives.

Current wording

(5) Transformational costs represent non-recurring expenses prior to formal launch of strategic projects with anticipated long-term benefits to the Company. These costs generally relate to third party consulting and non-capitalizable technology. For the 13 weeks and 39 weeks ended September 28, 2024, business transformation costs related to projects associated with information technology infrastructure initiatives and workforce efficiencies. For the 13 weeks and 39 weeks ended September 30, 2023, business transformation costs related to projects associated with information technology infrastructure initiatives.

Previous wording

(5) Includes: (i) aggregate acquisition related costs of $8 million and $11 million for the 13 weeks ended June 29, 2024 and July 1, 2023, respectively, and $10 million and $21 million for the 26 weeks ended June 29, 2024 and July 1, 2023, respectively; (ii) CEO sign on bonus of $3 million for the 26 weeks ended July 1, 2023 and (iii) other gains, losses or costs that we are permitted to addback for purposes of calculating Adjusted EBITDA under certain agreements governing our indebtedness.

Current wording

(6) Includes: (i) aggregate acquisition related costs of $6 million and $10 million for the 13 weeks ended September 28, 2024 and September 30, 2023, respectively, and $17 million and $31 million for the 39 weeks ended September 28, 2024 and September 30, 2023, respectively; (ii) CEO sign on bonus of $3 million for the 39 weeks ended September 30, 2023 and (iii) other gains, losses or costs that we are permitted to addback for purposes of calculating Adjusted EBITDA under certain agreements governing our indebtedness.

Previous wording

•Adjusted EBITDA increased $57 million, or 13.2%, to $489 million in 2024. As a percentage of net sales, Adjusted EBITDA was 5.0% in 2024, compared to 4.8% in 2023.

Current wording

•Adjusted EBITDA increased $53 million, or 13.2%, to $455 million in 2024. As a percentage of net sales, Adjusted EBITDA was 4.7% in 2024, compared to 4.4% in 2023.

Previous wording

Net sales increased $696 million or 7.7%, to $9,709 million in 2024 driven by organic case volume growth, the impact of acquisitions and food cost inflation of 2.9%. Total case volume increased 5.2% driven by a 5.7% increase in independent restaurant case volume, a 6.0% increase in healthcare volume, a 2.1% increase in hospitality volume and a 4.2% increase in chain volume. Total organic case volume increased 1.9% and organic independent restaurant case volume increased 3.2%. Organic broadline sales ofprivate brands represented approximately 35% and 34% of net sales in 2024 and 2023, respectively.

Current wording

Net sales increased $622 million or 6.8%, to $9,728 million in 2024, driven by organic case volume growth, the impact of acquisitions and food cost inflation of 3.2%. Total case volume increased 3.8% driven by a 4.1% increase in independent restaurant case volume, a 5.7% increase in healthcare volume, a 3.0% increase in hospitality volume and a 2.4% increase in chain volume. Total organic case volume increased 1.1% and organic independent restaurant case volume increased 2.4%. Organic broadline sales ofprivate brands represented approximately 35% of net sales in both 2024 and 2023.

Previous wording

Gross profit increased $115 million, or 7.2%, to $1,706 million in 2024 primarily as a result of an increase in organic case volume, improved cost of goods sold, the impact of acquisitions and pricing optimization, partially offset by an unfavorable year-over-year LIFO adjustment. Our LIFO method of inventory costing resulted in no benefit in 2024 compared to a benefit of$15 million in 2023, driven by deflation in equipment and supplies and fruits and vegetables. Gross profit as a percentage of net sales was 17.6% in 2024 due to the aforementioned factors. Gross profit as a percentage of net sales was also 17.6% in 2023.

Current wording

Gross profit increased $125 million, or 8.1%, to $1,667 million in 2024, primarily as a result of an increase in total case volume, improved cost of goods sold, pricing optimization and a favorable year-over-year LIFO adjustment. Our LIFO method of inventory costing resulted in an expense of $23 million in 2024 compared to an expense of$37 million in 2023, driven by inflation in poultry, cheese, and seafood. Gross profit as a percentage of net sales was 17.1% in 2024, due to the aforementioned factors. Gross profit as a percentage of net sales was 16.9% in 2023.

Previous wording

Operating expenses, comprised of distribution, selling and administrative costs, increased $84 million, or 6.6%, to $1,353 million in 2024. Operating expenses increased primarily as a result of an increase in organic case volume and higher distribution costs, reflecting increased labor costs and the impact of acquisitions, partially offset by continued distribution productivity improvement driven by routing efficiency gains, turnover reduction and process standardization as well as actions to streamline administrative processes and costs. Operating expenses as a percentage of net sales were 13.9% in 2024, compared to 14.1% in 2023.

Current wording

Operating expenses, comprised of distribution, selling and administrative costs, increased $76 million, or 5.8%, to $1,388 million in 2024. Operating expenses increased primarily as a result of an increase in total case volume and higher distribution costs, reflecting increased labor costs, partially offset by continued distribution productivity improvement as well as actions to streamline administrative processes and costs. Operating expenses as a percentage of net sales were 14.3% in 2024, compared to 14.4% in 2023.

Previous wording

Our operating income was $353 million in 2024, compared to operating income of $322 million in 2023. The increase in operating income was due to the factors discussed in the relevant sections above.

Current wording

Our operating income was $279 million in 2024, compared to operating income of $230 million in 2023. The increase in operating income was due to the factors discussed in the relevant sections above.

Previous wording

Other expense (income)—net includes components of net periodic pension benefit credits, exclusive of the service cost component associated with our defined benefit and other postretirement plans. We recognized other expense—net of $3 million in 2024 and other income—net of $2 million in 2023. The decrease in other income-net is due to an increase in the pension benefit interest cost and a decrease in the expected return on pension assets compared to 2023.

Current wording

Other expense (income)—net includes components of net periodic pension benefit credits, exclusive of the service cost component associated with our defined benefit and other postretirement plans. We recognized other expense—net of $3 million in 2024 and other income—net of$1 million in 2023. The decrease in other income-net is due to an increase in the pension benefit interest cost and a decrease in the expected return on pension assets compared to 2023.

Previous wording

Interest expense—net decreased $1 million to $81 million in 2024 primarily due to lower outstanding debt in 2024 compared to 2023.

Current wording

Interest expense—net decreased $6 million to $75 million in 2024 primarily due to lower outstanding debt in 2024 compared to 2023.

Previous wording

For the 13 weeks ended June 29, 2024, the Company’s effective income tax rate of 26% differed from the 21% federal corporate income tax rate primarily as a result of state income taxes and the recognition of various discrete tax items. These discrete tax items included a tax benefit of $1 million related to a decrease in an unrecognized tax benefit as a result of the expiration of the statute of limitations in several jurisdictions and a tax benefit of $1 million, primarily related to excess tax benefits associated with share-based compensation. For the 13 weeks ended July 1, 2023, the Company’s effective income tax rate of 25% differed from the 21% federal corporate income tax rate primarily as a result of state income taxes and the recognition of various discrete tax items. These discrete tax items included a tax benefit of $2 million primarily related to excess tax benefits associated with share-based compensation and a tax benefit of $3 million, primarily related to adjustments to prior year tax provision estimates.

Current wording

For the 13 weeks ended September 28, 2024, the Company’s effective income tax rate of 26% differed from the 21% federal corporate income tax rate primarily as a result of state income taxes and the recognition of various discrete tax items. These discrete tax items included a tax benefit of $1 million related to a decrease in an unrecognized tax benefit as a result of the expiration of the statute of limitations in several jurisdictions and a tax benefit of $1 million, primarily related to excess tax benefits associated with share-based compensation. For the 13 weeks ended September 30, 2023, the Company’s effective income tax rate of 27% differed from the 21% federal corporate income tax rate primarily as a result of state income taxes and the recognition of various discrete tax items. These discrete tax items were not material individually or in the aggregate.

Previous wording

Our net income was $198 million in 2024, compared to a net income of $182 million in 2023. The improvement in net income was due to the relevant factors discussed above.

Current wording

Our net income was $148 million in 2024, compared to a net income of $95 million in 2023. The improvement in net income was due to the relevant factors discussed above.

Previous wording

•Adjusted EBITDA increased $76 million or 9.9%, to $845 million in 2024. As a percentage of net sales, Adjusted EBITDA was 4.5% in 2024, compared to 4.4% in 2023.

Current wording

•Adjusted EBITDA increased $129 million or 11.0%, to $1,300 million in 2024. As a percentage of net sales, Adjusted EBITDA was 4.6% in 2024, compared to 4.4% in 2023.

Previous wording

Net sales increased $1,103 million, or 6.3%, to $18,658 million in 2024 driven by organic case volume growth, the impact of acquisitions and food cost inflation of 2.2%. Total case volume increased 4.7% driven by a 5.2% increase in independent restaurant case volume, a 6.2% increase in healthcare volume, a 1.4% increase in hospitality volume and a 3.9% increase in chain volume. Organic broadline sales of private brands represented approximately 35% and 34% of net sales in 2024 and 2023, respectively.

Current wording

Net sales increased $1,725 million, or 6.5%, to $28,386 million in 2024 driven by organic case volume growth, the impact of acquisitions and food cost inflation of 2.5%. Total case volume increased 4.4% driven by a 4.8% increase in independent restaurant case volume, a 6.1% increase in healthcare volume, a 2.0% increase in hospitality volume and a 3.5% increase in chain volume. Organic broadline sales of private brands represented approximately 34% of net sales in both 2024 and 2023, respectively.

Previous wording

Gross profit increased $185 million, or 6.1%, to $3,201 million in 2024 primarily as a result of an increase in organic case volume, improved cost of goods sold, the impact of acquisitions and pricing optimization, partially offset by an unfavorable year-over-year LIFO adjustment. Our LIFO method of inventory costing resulted in an expense of $45 million in 2024, compared to expense of $5 million in 2023. LIFO expense in both periods is driven by a reduction in inventory values in multiple categories. Gross profit as a percentage of net sales was 17.2% in 2024 due to the aforementioned factors. Gross profit as a percentage of net sales was also 17.2% in 2023.

Current wording

Gross profit increased $310 million, or 6.8%, to $4,868 million in 2024 primarily as a result of an increase in organic case volume, improved cost of goods sold, the impact of acquisitions and pricing optimization, partially offset by an unfavorable year-over-year LIFO adjustment. Our LIFO method of inventory costing resulted in an expense of $68 million in 2024, compared to expense of $42 million in 2023. LIFO expense in both periods is driven by a reduction in inventory values in multiple categories. Gross profit as a percentage of net sales was 17.1% in 2024 due to the aforementioned factors. Gross profit as a percentage of net sales was also 17.1% in 2023.

Previous wording

Operating expenses, comprised of distribution, selling and administrative costs, increased $176 million, or 7.0%, to $2,683 million in 2024. Operating expenses increased primarily due to an increase in organic case volume, higher distribution costs, reflecting increased labor costs, the impact of acquisitions and incremental costs to serve our customers during January labor disruptions, partially offset by continued productivity improvement. Operating expenses as a percentage of net sales were 14.4% in 2024, compared to 14.3% in 2023.

Current wording

Operating expenses, comprised of distribution, selling and administrative costs, increased $252 million, or 6.6%, to $4,071 million in 2024. Operating expenses increased primarily due to an increase in organic case volume, higher distribution costs, reflecting increased labor costs, the impact of acquisitions and incremental costs to serve our customers during January labor disruptions, partially offset by continued productivity improvement. Operating expenses as a percentage of net sales were 14.3% in both 2024 and 2023.

Previous wording

Our operating income was $518 million in 2024, compared to operating income of $509 million in 2023. The increase in operating income was due to the factors discussed in the relevant sections above.

Current wording

Our operating income was $797 million in 2024, compared to operating income of $739 million in 2023. The increase in operating income was due to the factors discussed in the relevant sections above.

Previous wording

Other expense (income)—net includes components of net periodic pension benefit credits, exclusive of the service cost component associated with our defined benefit and other postretirement plans. We recognized other expense—net of $2 million in 2024 and other income—net of $3 million in 2023. The decrease in other income-net is due to an increase in the pension benefit interest cost and a decrease in the expected return on pension assets compared to 2023.

Current wording

Other expense (income)—net includes components of net periodic pension benefit credits, exclusive of the service cost component associated with our defined benefit and other postretirement plans. We recognized other expense—net of $5 million in 2024 and other income—net of $4 million in 2023. The decrease in other income-net is due to an increase in the pension benefit interest cost and a decrease in the expected return on pension assets compared to 2023.

Previous wording

Interest expense—net decreased $3 million to $160 million in 2024 primarily due to lower outstanding debt in 2024 compared to 2023.

Current wording

Interest expense—net decreased $9 million to $235 million in 2024 primarily due to lower outstanding debt in 2024 compared to 2023.

Previous wording

For the 26 weeks ended June 29, 2024, the Company’s effective income tax rate of 21% was equivalent to the 21% federal corporate income tax rate primarily as a result of state income taxes and the recognition of various discrete tax items. These discrete tax items included a tax benefit of $16 million, primarily related to a decrease in an unrecognized tax benefit as a result of the expiration of the statute of limitations in several jurisdictions, a tax benefit of $7 million, primarily related to excess tax benefits associated with share-based compensation and a tax expense of $3 million, primarily related to adjustments to prior year tax provision estimates. For the 26 weeks ended July 1, 2023, the Company’s effective income tax rate of 24% differed from the 21% federal corporate income tax rate primarily as a result of state income taxes and the recognition of various discrete tax items. These discrete tax items included a tax benefit of $6 million, primarily related to excess tax benefits associated with share-based compensation and a tax benefit of $3 million, primarily related to adjustments to prior year tax provision estimates.

Current wording

For the 39 weeks ended September 28, 2024, the Company’s effective income tax rate of 23% differed from the 21% federal corporate income tax rate primarily as a result of state income taxes and the recognition of various discrete tax items. These discrete tax items included a tax benefit of $17 million, primarily related to a decrease in an unrecognized tax benefit as a result of the expiration of the statute of limitations in several jurisdictions, a tax benefit of $8 million, primarily related to excess tax benefits associated with share-based compensation and a tax expense of $3 million, primarily related to adjustments to prior year tax provision estimates.

Previous wording

Our net income was $280 million in 2024, compared to a net income of $264 million in 2023. The improvement in net income was due to the relevant factors discussed above.

Current wording

Our net income was $428 million in 2024, compared to a net income of $359 million in 2023. The improvement in net income was due to the relevant factors discussed above.

Previous wording

Our ongoing operations and strategic objectives require working capital and continuing capital investment. Our primary sources of liquidity include cash provided by operations, as well as access to capital from bank borrowings and other types of debt and financing arrangements. As of June 29, 2024, the Company had approximately $2.1 billion in cash and available liquidity.

Current wording

Our ongoing operations and strategic objectives require working capital and continuing capital investment. Our primary sources of liquidity include cash provided by operations, as well as access to capital from bank borrowings and other types of debt and financing arrangements. As of September 28, 2024, the Company had approximately $1.7 billion in cash and available liquidity.

Previous wording

The aggregate outstanding balance of our indebtedness was $4,707 million, net of $29 million of unamortized deferred financing costs, as of June 29, 2024.

Current wording

The aggregate outstanding balance of our indebtedness was $4,789 million, net of $26 million of unamortized deferred financing costs, as of September 28, 2024.

Previous wording

We had no outstanding borrowings and had issued letters of credit totaling $562 million under the ABL Facility as of June 29, 2024. There was remaining capacity of $1,738 million under the ABL Facility as of June 29, 2024.

Current wording

We had outstanding borrowings totaling $75 million and had issued letters of credit totaling $578 million under the ABL Facility as of September 28, 2024. There was remaining capacity of $1,647 million under the ABL Facility as of September 28, 2024.

Previous wording

The 2019 Incremental Term Loan Facility had an outstanding balance of $1,100 million, net of $9 million of unamortized deferred financing costs, as of June 29, 2024.

Current wording

The 2019 Incremental Term Loan Facility had an outstanding balance of $1,101 million, net of $8 million of unamortized deferred financing costs, as of September 28, 2024.

Previous wording

The 2021 Incremental Term Loan Facility had an outstanding balance of $718 million, net of $3 million of unamortized deferred financing costs, as of June 29, 2024.

Current wording

The 2021 Incremental Term Loan Facility had an outstanding balance of $719 million, net of $2 million of unamortized deferred financing costs, as of September 28, 2024.

Previous wording

The Unsecured Senior Notes due 2028 had an outstanding balance of $496 million, net of $4 million of unamortized deferred financing costs, as of June 29, 2024.

Current wording

The Senior Notes due 2028 had an outstanding balance of $496 million, net of $4 million of unamortized deferred financing costs, as of September 28, 2024.

Previous wording

The Unsecured Senior Notes due 2030 had an outstanding balance of $497 million, net of $3 million of unamortized deferred financing costs, as of June 29, 2024.

Current wording

The Senior Notes due 2030 had an outstanding balance of $497 million, net of $3 million of unamortized deferred financing costs, as of September 28, 2024.

Previous wording

The Unsecured Senior Notes due 2032 had an outstanding balance of $496 million, net of $4 million of unamortized deferred financing costs, as of June 29, 2024.

Current wording

The Senior Notes due 2032 had an outstanding balance of $496 million, net of $4 million of unamortized deferred financing costs, as of September 28, 2024.

Previous wording

We also had $498 million of obligations under financing leases for transportation equipment and building leases as of June 29, 2024.

Current wording

We also had $502 million of obligations under financing leases for transportation equipment and building leases as of September 28, 2024.

Previous wording

The ABL Facility will mature in 2027. The 2019 Incremental Term Loan Facility and the 2021 Incremental Term Loan Facility will mature in 2026 and 2028, respectively. The Unsecured Senior Notes due 2028, the Unsecured Senior Notes due 2029, the Unsecured Senior Notes due 2030 and the Unsecured Senior Notes due 2032 will mature in 2028, 2029, 2030 and 2032, respectively.

Current wording

The ABL Facility will mature in 2027. The 2019 Incremental Term Loan Facility and the 2021 Incremental Term Loan Facility will mature in 2026 and 2028, respectively. The Senior Notes due 2028, the Senior Notes due 2029, the Senior Notes due 2030 and the Senior Notes due 2032 will mature in 2028, 2029, 2030 and 2032, respectively.

Previous wording

The agreements governing our indebtedness contain customary covenants. These include, among other things, covenants that restrict our ability to incur certain additional indebtedness, create or permit liens on our assets, pay dividends, or engage in mergers or consolidations. The Company had approximately $2.2 billion of restricted payment capacity under these covenants and approximately $2.8 billion of its net assets were restricted after taking into consideration the net deferred tax assets and intercompany balances that eliminate in consolidation as of June 29, 2024.

Current wording

The agreements governing our indebtedness contain customary covenants. These include, among other things, covenants that restrict our ability to incur certain additional indebtedness, create or permit liens on our assets, pay dividends, or engage in mergers or consolidations. The Company had approximately $2.3 billion of restricted payment capacity under these covenants and approximately $2.3 billion of its net assets were restricted after taking into consideration the net deferred tax assets and intercompany balances that eliminate in consolidation as of September 28, 2024.

Previous wording

Cash flows provided by operating activities was $621 million for the 26 weeks ended June 29, 2024, representing a decrease of $32 million as compared to cash flows provided by operating activities of $653 million for the 26 weeks ended July 1, 2023, due to less working capital benefit for the 26 weeks ended June 29, 2024 compared to the 26 weeks ended July 1, 2023.

Current wording

Cash flows provided by operating activities was $891 million for the 39 weeks ended September 28, 2024, representing a decrease of $44 million as compared to cash flows provided by operating activities of $935 million for the 39 weeks ended September 30, 2023, due to less working capital benefit for the 39 weeks ended September 28, 2024 compared to the 39 weeks ended September 30, 2023.

Previous wording

During the 26 weeks ended June 29, 2024, the Company completed the asset acquisition of IWC Food Service. Total consideration consisted of cash of approximately $220 million (less the amount of cash received, which was $6 million) for a net purchase price of $214 million. In addition, cash flows used in investing activities in the 26 weeks ended June 29, 2024 and July 1, 2023 included cash expenditures of $156 million and $108 million, respectively, on investments in information technology, property and equipment for fleet replacement, and maintenance of distribution facilities.

Current wording

During the 39 weeks ended September 28, 2024, the Company completed the asset acquisition of IWC Food Service. Total consideration consisted of cash of approximately $220 million (less the amount of cash received, which was $6 million) for a net purchase price of $214 million. In addition, cash flows used in investing activities in the 39 weeks ended September 28, 2024 and September 30, 2023 included cash expenditures of $236 million and $167 million, respectively, related to investments in information technology, property and equipment and maintenance of distribution facilities.

Previous wording

We expect total cash capital expenditures in fiscal year 2024 to be between $325 million and $375 million. We expect to fund our capital expenditures with available cash or cash generated from operations and through fleet financing.

Current wording

We expect total cash capital expenditures in fiscal year 2024 to be between $325 million and $350 million. We expect to fund our capital expenditures with available cash or cash generated from operations and through fleet financing.