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8-K - 8-K - US FOODS, INC.d61597d8k.htm
Q2 2015
Performance Update
A Taste of What’s Cooking at US Foods
August 2015
Exhibit 99.1


1
FOOD. FOOD PEOPLE. EASY.
While the information provided herein is believed to be accurate and reliable, US Foods, Inc. (the “Company”) does not make any
representations
or
warranties,
express
or
implied,
as
to
the
accuracy
or
completeness
of
such
information
or
as
to
future
results.
No
representation
or
warranty
is
made
that
any
of
the
projections
presented
herein
will
be
realized.
This
information
should
be
read
in
conjunction
with the Company’s Annual Report on Form 10-K for the fiscal year ended December 27, 2014.
Forward-looking statements notice
This
presentation
and
related
comments
by
our
management
may
include
“forward-looking
statements”
made
under
the
safe
harbor
provisions
of
the
Private
Securities
Litigation
Reform
Act
of
1995,
as
amended.
Our
use
of
the
words
“expect,”
“anticipate,”
“possible,”
“potential,”
“target,”
“believe,”
“commit,”
“intend,”
“continue,”
“may,”
“would,”
“could,”
“should,”
“project,”
“projected,”
“positioned”
or
similar
expressions
is
intended
to
identify
forward-looking
statements
that
represent
our
current
judgment
about
possible
future
events.
We
believe
these
judgments
are
reasonable, but these statements are not guarantees of any events or financial results, and our actual results may differ materially due to a
variety
of
important
factors.
Among
other
items,
such
factors
might
include:
our
ability
to
remain
profitable
during
times
of
cost
inflation,
cost
deflation or commodity volatility; competition in the industry and our ability to compete successfully; our reliance on third-party suppliers,
including the impact of any interruption of supplies or increases in product costs; 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; costs and risks associated with labor relations and the availability of qualified labor; any change in our relationships with
group purchasing organizations; our ability to increase sales to independent restaurant customers; changes in industry pricing practices;
changes in cost structure of competitors; 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; a cyber-security
incident,
technology
disruptions
and
our
ability
to
implement
new
technologies;
liability
claims
relating
to
products
that
we
distribute;
our
ability
to
maintain a good reputation; costs and risks associated with litigation or governmental investigations; our ability to manage future expenses and
liabilities with respect to our retirement benefits; our ability to successfully integrate future acquisitions; our ability to achieve the benefits that we
expect
to
achieve
from
our
cost
savings
programs;
risks
relating
to
our
indebtedness,
including
our
substantial
amount
of
debt,
our
ability
to
incur
substantially
more
debt,
restrictions
and
limitations
placed
on
us
by
our
debt
agreements,
increases
in
interest
rates;
and
the
termination
of
the proposed acquisition of the Company by Sysco Corporation (“Sysco”), including risks to our relationships with customers, vendors and
employees.  Additional information regarding these factors is contained in our filings with the Securities and Exchange Commission, including,
without limitation, our Annual Report on Form 10-K for the fiscal year ended December 27, 2014.
All forward-looking statements speak only as of the date they were made. We do not undertake any obligation to update or publicly release any
revisions to any forward-looking statements to reflect events, circumstances or changes in expectations after the date of this presentation.


2
FOOD. FOOD PEOPLE. EASY.
Non-GAAP financial measures
This presentation contains unaudited financial measures which are not required by, or presented in accordance with, accounting principals
generally accepted in the United States of America (“GAAP”), including EBITDA, Adjusted EBITDA, Consolidated EBITDA, Debt Coverage
Ratio, Interest Coverage Ratio, Adjusted Operating Expenses and Adjusted Gross Profit. Management believes these non-GAAP financial
measures provide meaningful supplemental information regarding our operating performance because they exclude amounts that our
management and our board of directors do not consider part of core operating results when assessing our performance. Our management uses
these non-GAAP financial measures to evaluate our historical financial performance, establish future operating and capital budgets and
determine variable compensation for management and employees.  Accordingly, we believe these non-GAAP financial measures are useful in
allowing for a better understanding of our core operations.
While management believes that these non-GAAP financial measures provide useful information, they are not operating measures under GAAP,
and there are limitations associated with their use. The calculation of these non-GAAP financial measures may not be completely comparable to
similarly
titled
measures
of
other
companies
due
to
potential
differences
between
companies
in
their
method
of
calculation.
As
a
result,
the
use
of these non-GAAP financial measures has limitations and should not be considered in isolation from, or as a substitute for, other measures
such as net income. Due to these limitations, these non-GAAP financial measures are used as a supplement to GAAP measures and should not
be considered as a substitute for net income (loss) from continuing operations, operating profit or any other performance measures derived in
accordance with GAAP, nor are they a substitute for cash flow from operating activities as a measure of our liquidity.
Management uses Adjusted EBITDA Margin and Consolidated EBITDA Margin to focus on year-over-year changes in our business and believes
this
information
is
also
helpful
to
investors.
We
use
Adjusted
EBITDA
in
these
EBITDA-related
margin
measures
because
we
believe
our
investors are familiar with Adjusted EBITDA and that consistency in presentation of EBITDA-related measures is helpful to investors.
Management also uses Debt Coverage Ratios and Interest Coverage Ratios to focus on year-over-year changes in our leverage and believes
this information is also helpful to investors. We caution investors that these non-GAAP financial measures presented also are intended to
supplement our GAAP results and are not a substitute for such results and may differ from the non-GAAP measures used by other companies. 
Please see the Appendix for a reconciliation of the differences between the non-GAAP financial measures to the most directly comparable
GAAP financial measures.


3
FOOD. FOOD PEOPLE. EASY.
Agenda
Business Highlights
Financial Update
Closing Comments
Appendix


4
FOOD. FOOD PEOPLE. EASY.
Business Highlights
Sysco Merger Termination
$300 million breakup fee paid by Sysco to USF Holding Corp., our parent company
$12.5 million breakup fee paid by US Foods, Inc. to Performance Food Group, Inc.
CEO Transition
Q2 Performance Highlights
Unit volume was flat and Sales decreased 0.9%
Adjusted EBITDA was $236 million
1
Net loss was $127 million
Business Focus Areas
Continued
focus
on
differentiation
Food.
Food
People.
Easy
Responsible cost management
Note:
(1)  Reconciliation of this non-GAAP measure is provided in the Appendix.


5
FOOD. FOOD PEOPLE. EASY.
Agenda
Business Highlights
Financial Update
Closing Comments
Appendix


6
FOOD. FOOD PEOPLE. EASY.
Q2 Financial Performance
Notes:
(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.
$ IN MILLIONS
Q2 2015
Q2 2014
B/(W) Y-O-Y CHANGE
NET SALES
$5,843
$5,898
(0.9%)
GROSS PROFIT
$993
$964
+$29
ADJUSTED GROSS PROFIT
1
$995
$988
+$7
% OF NET SALES
17.0%
16.8%
+28 bps
OPERATING EXPENSES
$984
$900
($84)
ADJUSTED OPERATING EXPENSES
1
$759
$751
($8)
% OF NET SALES
13.0%
12.7%
(26) bps
NET LOSS
($127)
($19)
($108)
ADJUSTED EBITDA
1
$236
$237
($1)
ADJUSTED EBITDA MARGIN
2
4.0%
4.0%
+2 bps


7
FOOD. FOOD PEOPLE. EASY.
Q2 Last Twelve Month Financial Performance
Notes:
(1)  Reconciliations of these non-GAAP measures are provided in the appendix.
(2)  Represents Adjusted EBITDA or Consolidated EBITDA as a percentage of Net Sales.
(3)  Consolidated EBITDA includes Adjusted EBITDA plus $50 million for cost saving actions taken by the Company as specified under the Company’s debt agreements.
Individual components may not add to total presented due to rounding.
$ IN MILLIONS
Q2 2015
Q2 2014
B/(W) Y-O-Y CHANGE
NET SALES
$23,061
$22,588
+2.1%
GROSS PROFIT
$3,861
$3,801
+$60
ADJUSTED GROSS PROFIT
$3,850
$3,854
($4)
% OF NET SALES
16.7%
17.1%
(37) bps
OPERATING EXPENSES
$3,638
$3,523
($115)
ADJUSTED OPERATING EXPENSES
$2,996
$2,985
($11)
% OF NET SALES
13.0%
13.2%
+22 bps
NET LOSS
($109)
($62)
($46)
ADJUSTED EBITDA
1
$854
$869
($15)
ADJUSTED EBITDA MARGIN
2
3.7%
3.8%
(15) bps
CONSOLIDATED EBITDA
3
$904
CONSOLIDATED EBITDA MARGIN
2
3.9%
1
1


8
FOOD. FOOD PEOPLE. EASY.
Cash Flow
Notes:
(1)  LTM Capital Expenditures does not include $35 million of fleet investment financed by capital leases.
(2)
LTM
Other,
net
includes
proceeds
from
the
sale
of
PP&E
of
$20
million,
insurance
proceeds
related
to
PP&E
of
$5
million,
less
$21
million
for
the
purchase
of
industrial revenue bonds.  The outflow for the purchase of industrial revenue bonds is offset by a $21 million cash inflow in financing activities.
Individual components may not add to total presented due to rounding.
$ IN MILLIONS
Q3 2014
Q4 2014
Q1 2015
Q2 2015
LTM
Cash from Operating Activities
$56
$99
$102
$164
$420
Cash used by Investing Activities
Capital Expenditures
1
($31)
($42)
($57)
($54)
($183)
Other Investing Activities, net
2
$14
$5
($8)
($8)
$4
Cash used by Financing Activities
($12)
($64)
($3)
($6)
($85)
Net Cash Change
$27
($1)
$34
$96
$156
Beginning Cash
$317
$345
$344
$378
$317
Ending Cash
$345
$344
$378
$473
$473


9
FOOD. FOOD PEOPLE. EASY.
Capital Structure & Credit Statistics
Notes:
(1)  Total Debt as of June 27, 2015 of $4,757 million excludes $13 million of unamortized premium on senior notes.
(2)  Debt Coverage Ratio equals net debt divided by Consolidated EBITDA over last 12 months.
(3)  Interest Coverage Ratio equals Consolidated EBITDA over last 12 months divided by net interest expense over last 12 months.
Credit Statistics
Debt Coverage
Interest Coverage
Ratio
2
Ratio
3
Debt /LTM
As of
Consolidated
$ IN MILLIONS
6/27/2015
EBITDA
ABL Revolver (2017)
$0
ABS Facility (2016)
$636
CMBS Facility (2017)
$472
Term Loan (2019)
$2,063
Obligations Under Capital Leases
$205
Other
Debt
(2018
-
2031)
$33
Total Senior Secured Debt
$3,409
3.8x
Senior Notes (2019)
$1,348
Total Debt
1
$4,757
5.3x
Less: Restricted Cash
($6)
Less: Cash and Cash Equivalents
($473)
Net Debt
$4,278
4.7x


10
FOOD. FOOD PEOPLE. EASY.
We have $1.3 billion of available liquidity
Liquidity
As of
$ IN MILLIONS
6/27/2015
Borrowing Availability:
ABL Facility (2017)
$731
ABS Facility (2016)
$65
Total Cash & Equivalents
$473
Total Cash and Borrowing Availability
$1,269


11
FOOD. FOOD PEOPLE. EASY.
Agenda
Business Highlights
Financial Update
Closing Comments
Appendix


12
FOOD. FOOD PEOPLE. EASY.
Non-GAAP Reconciliation -
Adjusted EBITDA
Notes:
(1)
Consists
of
management
fees
paid
to
Clayton,
Dubilier
&
Rice,
Inc.
and
Kohlberg
Kravis
Roberts
&
Co.
(collectively,
the
“Sponsors”).
(2)
Consists primarily of facility related closing costs, including severance and related costs, asset impairment charges, and estimated multiemployer pension                                    
withdrawal liabilities.
(3)
Share-based compensation expense represents costs recorded for vesting of USF Holding Corp. stock option awards, restricted stock, and restricted stock units.
(4)
Consists of charges resulting from lump-sum payment settlements to retirees and former employees participating in several Company sponsored pension plans.
(5)
Consists primarily of costs related to significant process and systems redesign.
(6)
Consists of direct and incremental costs related to the Acquisition.
(7)
Other
includes
gains,
losses
or
charges,
as
specified
under
the
Company’s
debt
agreements.
The
2015
LTM
period
includes
a
$16
million
legal
settlement
charge
and a $10 million insurance recovery gain.
Individual components may not add to total presented due to rounding.
LTM
(In millions)
June 27, 2015
June 28, 2014
June 27, 2015
June 28, 2014
Net Loss
(127)
$                
(19)
$                   
(109)
$             
(62)
$               
Interest expense, net
70
74
284
292
Income tax provision
66
9
48
48
Depreciation and amortization expense
98
106
404
403
EBITDA
107
170
627
681
Adjustments:
Sponsor fees
1
2
2
10
10
Restructuring and asset impairment charges
2
52
-
53
5
Share-based compensation expense
3
3
3
11
8
Net LIFO reserve change
2
24
(11)
53
Pension settlement
4
-
-
2
2
Business transformation costs
5
11
14
47
59
Acquisition related costs
6
53
16
86
24
Other
7
6
8
29
27
Adjusted EBITDA
236
$                 
237
$                  
854
$              
869
$              
Quarter Ended


13
FOOD. FOOD PEOPLE. EASY.
Non-GAAP Reconciliation -
Adjusted Gross Profit
and Adjusted Operating Expenses
Notes:
(1)
Consists
of
management
fees
paid
to
Clayton,
Dubilier
&
Rice,
Inc.
and
Kohlberg
Kravis
Roberts
&
Co.
(collectively,
the
“Sponsors”).
(2)
Consists primarily of facility related closing costs, including severance and related costs, asset impairment charges, and estimated multiemployer pension                           
withdrawal liabilities.
(3)
Share-based
compensation
expense
represents
costs
recorded
for
vesting
of
USF
Holding
Corp.
stock
option
awards,
restricted
stock,
and
restricted
stock
units.
(4)
Consists of charges resulting from lump-sum payment settlements to retirees and former employees participating in several Company sponsored pension plans.
(5)
Consists primarily of costs related to significant process and systems redesign.
(6)
Consists of direct and incremental costs related to the Acquisition.
(7)
Other
includes
gains,
losses
or
charges,
as
specified
under
the
Company’s
debt
agreements.
The
2015
LTM
period
includes
a
$16
million
legal
settlement
charge
and a $10 million insurance recovery gain.
Individual components may not add to total presented due to rounding.
LTM
(In millions)
June 27, 2015
June 28, 2014
June 27, 2015
June 28, 2014
Gross Profit
993
$                 
964
$                  
3,861
$           
3,801
$           
Net LIFO reserve change
2
24
(11)
53
Adjusted Gross Profit
995
$                 
988
$                  
3,850
$           
3,854
$           
Net sales
5,843
$              
5,898
$              
23,061
$         
22,588
$         
Operating Expenses
984
$                 
900
$                  
3,638
$           
3,523
$           
Adjustments:
Depreciation and amortization expense
(98)
(106)
(404)
(403)
Sponsor fees
1
(2)
(2)
(10)
(10)
Restructuring and asset impairment charges
2
(52)
-
(53)
(5)
Share-based compensation expense
3
(3)
(3)
(11)
(8)
Pension settlement
4
-
-
(2)
(2)
Business transformation costs
5
(11)
(14)
(47)
(59)
Acquisition related costs
6
(53)
(16)
(86)
(24)
Other
7
(6)
(8)
(29)
(27)
Adjusted Operating Expenses
759
$                 
751
$                  
2,996
$           
2,985
$           
Quarter Ended


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