UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

~~December~~January 318, ~~2015~~2016 (~~December~~January 184, ~~2015~~2016)

Date of Report (Date of earliest event reported)

US FOODS, INC.

(Exact name of registrant as specified in its charter)

Delaware

333-185732

36-3642294

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

9399 W. Higgins Road, Suite 500

Rosemont, IL 60018

(Address of principal executive offices)

(847) 720-8000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 58.~~02.~~01 ~~Departure~~Other ~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Events.

On ~~December~~January 184, ~~2015~~2016, ~~USF~~the ~~Holding~~Board ~~Corp~~of Directors of US Foods, Inc. (the “Company”) ~~received~~ declared a ~~written~~one-time ~~letter~~special cash distribution in the aggregate amount of ~~resignation~~approximately ~~from~~$375 ~~Edward~~million ~~Liddy~~on ~~stating~~the ~~that~~Company’s hecommon ~~resigned~~stock, ~~effective~~to be paid on January 28, 2016 ~~from~~to ~~his position on~~ the ~~Board~~stockholders of ~~Directors~~record of the Company’s common (stock as of the ~~“Board”).~~close ~~Mr.~~of business on January ~~Liddy~~4, ~~resigned~~2016. toThe ~~pursue~~Company ~~new opportunities~~borrowed ~~and~~approximately ~~not~~$315 asmillion aunder ~~result~~its ofcredit ~~any~~facilities ~~dispute~~to orfund ~~disagreement~~part ~~with~~of ~~the~~such ~~Company~~cash distribution.

~~Investment~~Additionally, ~~funds~~on ~~associated~~January 4, ~~with~~2016, orthe ~~designated~~Board ~~by Clayton,~~of ~~Dubilier &~~Directors ~~Rice,~~of ~~Inc.~~USF ~~(“CDR”)~~Holding Corp., ~~and~~the ~~Kohlberg~~sole ~~Kravis~~stockholder ~~Roberts &~~of ~~Co.~~the Company (“~~KKR~~USF Holding” ~~and~~), ~~together~~declared ~~with~~a ~~CDR,~~one-time ~~the~~special ~~“Sponsors”)~~cash ~~currently~~distribution ~~beneficially own,~~ in the aggregate, aamount ~~majority~~ of ~~the~~approximately ~~outstanding shares~~$667 ofmillion on the common stock of ~~the~~USF ~~Company.~~Holding, ~~These~~to ~~investment~~be ~~funds~~paid ~~are~~on ~~party~~January 8, 2016 to athe stockholders ~~agreement~~of ~~pursuant~~record ~~to which each~~ of ~~the~~USF ~~funds~~Holding’s ~~has~~common stock ~~agreed~~as ~~to vote in favor~~ of the ~~other~~close ~~funds’~~of ~~nominees~~business toon ~~the Board. Mr.~~January ~~Liddy~~4, ~~is a nominee of CDR~~2016. ~~No replacement nominee has been designated by CDR.~~

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~registrant~~Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

DATED: December 31, 2015	US Foods, Inc.
		US FOODS, INC.
		By:	/s/ Juliette Pryor
Date: January 8, 2016		By:	/s/ Juliette Pryor
			Juliette Pryor
			Executive Vice President, General Counsel and Chief Compliance Officer
			Executive Vice President, General Counsel, Chief Compliance Officer, and Corporate Secretary

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