US FOODS HOLDING CORP. (NYSE:USFD) Files An 8-K Results of Operations and Financial Condition

Item 2.02 Results of Operations and Financial Condition.

As disclosed in US Foods Holding Corp.s (the Company)
Registration Statement on Form S-1 (the Registration Statement),
filed with the Securities and Exchange Commission (the SEC) on
April 14, 2017, the Company announces the following estimated
first quarter of fiscal 2017 results.

Basis of Presentation

References tofiscal 2017 are to the 52-week period ending
December 30, 2017, references to first quarter of fiscal 2017 are
to the 13-week period ended April 1, 2017, references to fiscal
2016 are to the 52-week period ended December 31, 2016 and
references to first quarter of fiscal 2016 are to the 13-week
period ended April 2, 2016.

Estimated First Quarter of Fiscal 2017 Results

The Companys first quarter of fiscal 2017 financial results are
not yet finalized. The following information reflects managements
current estimates.

First Quarter of Fiscal 2017

Net sales for the 13-week period ended April 1, 2017 are expected
to be approximately $5.8 billion, an increase of approximately
3.5% from $5.6 billion in first quarter of fiscal 2016. Total
case volume is expected to increase by approximately 4.3% in
first quarter of fiscal 2017, inclusive of approximately 4.0% of
independent restaurant growth, when compared to first quarter of
fiscal 2016.

Net income for first quarter of fiscal 2017 is expected to be
between $24 million and $26 million, an expected increase of
between approximately 82.0% and 100.0% when compared to $13
million in the first quarter of fiscal 2016.

Adjusted EBITDA in first quarter of fiscal 2017 is expected to be
between $213 million and $216 million, an increase of
approximately 4.9% to 6.4% from $203 million of Adjusted EBITDA
in first quarter of fiscal 2016.

As of April 1, 2017, we had approximately $152 million of cash
and cash equivalents and approximately $3.9 billion of
indebtedness, net of approximately $20 million of unamortized
deferred financing costs.

The drivers of the estimated variances for net sales, case
volume, net income, and Adjusted EBITDA for first quarter of
fiscal 2017 as compared to first quarter of fiscal 2016 are
consistent with those described in Managements Discussion and
Analysis of Financial Condition and Results of Operations in our
Annual Report on Form 10-K for the fiscal year ended December 31,
2016, filed with the SEC on February 28, 2017.

Cautionary Statement Regarding Preliminary Results

The estimated first quarter of fiscal 2017 results are
preliminary, unaudited and subject to completion, reflect
managements current views and may change as a result of
managements review of the results and other factors, including a
wide variety of significant business, economic and competitive
risks and uncertainties. Such preliminary results for the first
quarter of fiscal 2017 are subject to the finalization and
closing of the Companys accounting books and records (which have
yet to be completed), and should not be viewed as a substitute
for full quarterly financial statements prepared in accordance
with accounting principles generally accepted in the U.S. (GAAP).
The Company cautions you that the first quarter of fiscal 2017
estimates are not guarantees of future performance or outcomes
and that actual results may differ materially from those
described above. Factors that could cause actual results to
differ from those described above are set forth in Risk Factors
and Forward-Looking Statements in the Registration Statement and
in our Annual Report on Form 10-K for the fiscal year ended
December 31, 2016.The Company assumes no obligation to update any
forward-looking statement as a result of new information, future
events or other factors. You should read this information
together with the financial statements and the related notes and
Managements Discussion and Analysis of Financial Condition and
Results of

Operations for prior periods included elsewhere in the
Registration Statement. Neither the Companys independent
registered public accounting firm nor any other independent
registered public accounting firm has audited, reviewed or
compiled, examined or performed any procedures with respect to
the preliminary results, nor have they expressed any opinion or
any other form of assurance on the preliminary results.

Adjusted EBITDA Description and Reconciliations

The Company provides Adjusted EBITDA as a supplemental measures
to GAAP regarding its operational performance. This non-GAAP
financial measure excludes the impact of certain items and,
therefore, have not been calculated in accordance with GAAP.

The Company believes Adjusted EBITDA provides meaningful
supplemental information about its operating performance because
it excludes amounts that the Company does not consider part of
its core operating results when assessing its performance. Items
excluded from Adjusted EBITDA include Restructuring and tangible
asset impairment charges, Loss on extinguishment of debt, Sponsor
fees, Share-based compensation expense, 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 feesnet, and
other items as specified in its debt agreements.

The Company believes that Adjusted Net income is a useful measure
of operating performance for both management and investors
because it excludes items that are not reflective of the Companys
core operating performance and provides an additional view of its
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, 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. The Company believes 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 the Companys
operating performance.

Management uses these non-GAAP financial measures (a) to evaluate
its 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.
Adjusted EBITDA is also used for certain covenants and restricted
activities under the Companys debt agreements. The Company also
believe these non-GAAP financial measures are frequently used by
securities analysts, investors, and other interested parties to
evaluate companies in its industry.

The Company cautions readers that amounts presented in accordance
with its definition of Adjusted EBITDA may not be the same as
similar measures used by other companies. Not all companies and
analysts calculate Adjusted EBITDA in the same manner. The
Company compensates for these limitations by using this non-GAAP
financial measures as a supplement to GAAP financial measures and
by presenting the reconciliation of the non-GAAP financial
measure to its most comparable GAAP financial measure.

The following table reconciles Adjusted EBITDA to net income for
the periods presented ($ in millions)(*)

to General Instruction B.2. to Form 8-K, the information set
forth in this Item 2.02 shall not be deemed filed for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended
(the Exchange Act), or otherwise subject to the liabilities of
that section, nor shall it be incorporated by reference in any
filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as expressly set forth by specific reference
in such a filing.

About US FOODS HOLDING CORP. (NYSE:USFD)

US Foods Holding Corp. is a holding company. The Company is a foodservice distributor in the United States. It conducts all of its operations through its subsidiary, US Foods, Inc. It markets and distributes fresh, frozen and dry food and non-food products to foodservice customers throughout the United States. It offers products, such as Chef’s Line Pat LaFrieda Angus Beef Burger, which is a beef patty developed by New York butcher Pat LaFrieda, and features Angus short rib and chuck prepared with LaFrieda’s chopped technology; Chef’s Line All Natural Ready-to-Cook Turkey Roast, which is a natural turkey breast developed with Butterball and DuPont Film, and Monarch Mirepoix Blend, which is a blend of onions, carrots and celery. As of October 1, 2016, it provided over 400,000 fresh, frozen, and dry food stock-keeping units, as well as non-food items, sourced from over 5,000 suppliers. The Company offers its customers with a suite of e-commerce, technology and business solutions.

US FOODS HOLDING CORP. (NYSE:USFD) Recent Trading Information

US FOODS HOLDING CORP. (NYSE:USFD) closed its last trading session down -0.20 at 27.38 with 503,001 shares trading hands.