<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                                    FORM 10-Q/A

(Mark One)

 (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
      OF THE SECURITIES EXCHANGE ACT OF 1934

     For the quarterly period ended January 1, 2000

                                       OR

 ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
      OF THE SECURITIES EXCHANGE ACT OF 1934

    For the transition period from ________________________ to

                        Commission File Number: 0-24954

                               U.S. Foodservice

            (Exact name of registrant as specified in its charter)

                     Delaware                          52-1634568
           (State or other jurisdiction of           (I.R.S. Employer
            incorporation or organization)          Identification No.)

           9755 Patuxent Woods Drive                        21046
            Columbia, Maryland                            (Zip Code)
        (Address of principal executive offices)

    Registrant's telephone number, including area code: (410) 312-7100

                                 Not Applicable
                                 --------------

   (Former name, former address and former fiscal year, if changed since last
                                    report)

    Indicate by check mark whether the registrant (1) has filed all reports
    required to be filed by Section 13 or 15(d) of the Securities Exchange Act
    of 1934 during the preceding 12 months (or for such shorter period that the
    registrant was required to file such reports), and (2) has been subject to
    such filing requirements for the past 90 days.

         Yes     X            No _____
               ------

    The number of shares of the registrant's common stock, par value $.01 per
    share, outstanding at February 11, 2000 was 101,873,236 shares.

                                       1
<PAGE>

                                U.S. FOODSERVICE

                                     INDEX
                                     -----


<TABLE>
<CAPTION>

Part I.   Financial Information                                                            Page No.
                                                                                           --------
<S>                                                                                        <C>
          Item 1.  Financial Statements

                      Condensed Consolidated Balance Sheets
                         July 3, 1999 and January 1, 2000                                      3

                      Condensed Consolidated Statements of Income
                         and Comprehensive Income
                         Three and six months ended December 26, 1998
                         and January 1, 2000                                                   4

                      Condensed Consolidated Statements of Cash Flows
                         Three and six months ended December 26, 1998
                         and January 1, 2000                                                   5

                      Notes to Condensed Consolidated Financial Statements                     6

          Signature                                                                           10
 </TABLE>

                                       2
<PAGE>
                         PART I. FINANCIAL INFORMATION

      Item 1.  Financial Statements.

                       U.S. FOODSERVICE AND SUBSIDIARIES
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (In thousands)

<TABLE>
<CAPTION>
ASSETS                                            July 3,      January 1,
                                                   1999*          2000
                                                 ----------   ----------
                                                              (Unaudited)
<S>                                           <C>            <C>
Current assets
 Cash and cash equivalents                        $   79,660   $   66,255
 Receivables, net                                    234,107      408,256
 Residual interest on accounts
  receivable sold                                    102,369      102,103
 Inventories                                         428,193      467,978
 Other current assets                                 31,949       44,739
 Deferred income taxes                                18,853       19,086
                                                  ----------   ----------

   Total current assets                              895,131    1,108,417

Property and equipment, net                          454,033      468,492
Goodwill and other noncurrent assets                 663,710      712,414
                                                  ----------   ----------

   Total assets                                   $2,012,874   $2,289,323
                                                  ==========   ==========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
 Current maturities of long-term debt             $      698   $      625
 Current obligations under capital leases              6,206        6,202
 Accounts payable                                    393,597      370,047
 Accrued expenses                                    114,690      117,747
                                                  ----------   ----------

   Total current liabilities                         515,191      494,621

Noncurrent liabilities
 Long-term debt                                      533,869      793,204
 Obligations under capital leases                     24,671       22,310
 Deferred income taxes                                13,051       18,855
 Other noncurrent liabilities                         96,713       74,168
                                                  ----------   ----------

   Total liabilities                               1,183,495    1,403,158

Commitments and contingent liabilities

Stockholders' equity                                 829,379      886,165
                                                  ----------   ----------

Total liabilities and stockholders' equity        $2,012,874   $2,289,323
                                                  ==========   ==========
</TABLE>

      *  Amounts were derived from the Company's audited consolidated balance
sheet.



                    SEE ACCOMPANYING NOTES TO THE CONDENSED
                       CONSOLIDATED FINANCIAL STATEMENTS

                                       3
<PAGE>

                       U.S. FOODSERVICE AND SUBSIDIARIES
                  CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                            AND COMPREHENSIVE INCOME
               (In thousands, except share and per share amounts)
                                  (Unaudited)
<TABLE>
<CAPTION>

                                                 Three Months Ended            Six Months Ended
                                             ---------------------------  ---------------------------
                                             December 26,    January 1,   December 26,    January 1,
                                                 1998           2000          1998           2000
                                             ------------   ------------  ------------   ------------
<S>                                          <C>            <C>           <C>            <C>
Net sales                                     $ 1,533,089   $  1,674,952   $ 3,011,459   $  3,357,835
Cost of sales                                   1,251,007      1,360,852     2,459,400      2,731,986
                                              -----------   ------------   -----------   ------------

Gross profit                                      282,082        314,100       552,059        625,849
Operating expenses                                226,686        246,901       447,694        500,965
Amortization of intangible assets                   4,147          4,732         8,077          9,236
                                              -----------   ------------   -----------   ------------

Income from operations                             51,249         62,467        96,288        115,648
Interest expense and other financing
   costs, net                                      16,476         17,208        32,672         31,849
                                              -----------   ------------   -----------   ------------

Income before income taxes
   and extraordinary charge                        34,773         45,259        63,616         83,799
Provision for income taxes                         14,165         17,982        26,096         33,409
                                              -----------   ------------   -----------   ------------

Income before extraordinary charge                 20,608         27,277        37,520         50,390
Extraordinary charge, net of
   income tax benefit                               2,748                        2,748
                                              -----------   ------------   -----------   ------------
Net income and comprehensive income           $    17,860   $     27,277   $    34,772   $     50,390
                                              ===========   ============   ===========   ============

Basic earnings per common share:
   Before extraordinary charge                $      0.22   $       0.27   $      0.40   $       0.50
   Extraordinary charge                             (0.02)             -         (0.02)             -
                                              -----------   ------------   -----------   ------------
Basic earnings per common share               $      0.20   $       0.27   $      0.38   $       0.50
                                              ===========   ============   ===========   ============

Basic weighted average number of shares
   of common stock outstanding                 95,072,000    101,557,000    94,078,000    101,499,000

Diluted earnings per common share:
   Before extraordinary charge                $      0.21   $       0.27   $      0.39   $       0.49
   Extraordinary charge                             (0.02)             -         (0.02)             -
                                              -----------   ------------   -----------   ------------
Diluted earnings per common share             $      0.19   $       0.27   $      0.37   $       0.49
                                              ===========   ============   ===========   ============

Diluted weighted average number of shares
   Of common stock outstanding                 96,454,000    102,102,000    95,398,000    102,176,000
</TABLE>

                      SEE ACCOMPANYING NOTES TO THE CONDENSED
                       CONSOLIDATED FINANCIAL STATEMENTS

                                       4
<PAGE>

                       U.S. FOODSERVICE AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                           Six Months Ended
                                                                     ----------------------------
                                                                      December 26,     January 1,
                                                                         1998           2000
                                                                     ------------     -----------
<S>                                                                  <C>              <C>
 Cash flows from operating activities
   Net income                                                         $   34,772        $ 50,390
   Adjustments to reconcile net income
    to net cash used in operating activities:
       Depreciation and amortization                                      29,984          30,067
       Write-off deferred financing costs                                  1,247
       Other adjustments                                                  (1,107)          1,527
      Changes in working capital, net of effects
          from acquisitions                                             (110,530)       (258,385)
                                                                       ---------        --------
Net cash used in operating activities                                    (45,634)       (176,401)
                                                                       ---------        --------

Cash flows from investing activities
   Additions to property and equipment                                   (35,216)        (24,234)
   Cost of businesses acquired, net of cash acquired                      (8,438)        (73,409)
   Proceeds from disposal of property                                      7,322           7,685
   Proceeds from sale of manufacturing division assets                    20,755
   Other                                                                    (535)          1,130
                                                                       ---------        --------
Net cash used in investing activities                                    (16,112)        (88,828)
                                                                       ---------        --------

Cash flows from financing activities
   Increase under revolving credit line, net                             153,300         255,346
   Decrease in long-term debt, net                                       (93,515)         (2,658)
   Principal payments under capital lease obligations                     (3,116)         (2,365)
   Proceeds from employee stock purchases                                  6,796           2,003
   Other                                                                   4,950            (502)
                                                                       ---------        --------
Net cash provided by financing activities                                 68,415         251,824
                                                                       ---------        --------

Net increase (decrease) in cash and cash equivalents                       6,669         (13,405)

Cash and cash equivalents:
   Beginning of period                                                    57,817          79,660
                                                                        ---------       --------
   End of period                                                       $  64,486        $ 66,255
                                                                       =========        ========
 </TABLE>

                                       5
<PAGE>

                       U.S. FOODSERVICE AND SUBSIDIARIES
                        NOTES TO CONDENSED CONSOLIDATED
                              FINANCIAL STATEMENTS
                                  (Unaudited)

NOTE 1 - BASIS OF PRESENTATION

The condensed consolidated financial statements of U.S. Foodservice and its
consolidated subsidiaries (the "Company") at January 1, 2000 and for the three-
month and six-month periods ended December 26, 1998 and January 1, 2000 included
herein are unaudited, but include all adjustments (consisting only of normal
recurring entries) which the Company's management believes to be necessary for
the fair presentation of the financial position, results of operations and cash
flows of the Company as of and for the periods presented. Interim results are
not necessarily indicative of results that may be expected for the full year.

In June 1999, the Company's Board of Directors approved a two-for-one stock
split in the form of a stock dividend paid on August 4, 1999 to stockholders of
record on July 20, 1999. Earnings per share, weighted average shares outstanding
and stock option information included in the accompanying condensed consolidated
financial statements and related notes have been adjusted to reflect this stock
split.

NOTE 2 - ACQUISITIONS

PARKWAY ACQUISITION- Effective December 21, 1999, the Company completed the
acquisition of three companies doing business as Parkway Food Service
("Parkway"), a broadline foodservice distributor located in Greensburg,
Pennsylvania. Under the terms of the acquisition agreement, the Company acquired
certain assets and assumed certain liabilities for 204,894 shares of the
Company's common stock and approximately $3.1 million in cash, payable in
specified increments, the last of which is due June 30, 2001.  In addition, the
agreement includes a provision for future cash payments to the selling
shareholders contingent upon achievement of future gross profit and operating
expense performance targets. The transaction was accounted for as a purchase.
Results of Parkway for the period from December 21, 1999 to January 1, 2000 are
included in the Company's condensed consolidated statement of operations.

SUPERIOR ACQUISITION- Effective October 30, 1999, the Company completed the
acquisition of Superior Projects Mfg. Co. Limited Partnership and Christianson
Sales Co. Limited Partnership (collectively, "Superior"), a foodservice
equipment and supplies distributor located in New Brighton, Minnesota. Under the
terms of the acquisition agreement, the Company acquired all of the partnership
interests in Superior in exchange for approximately $59.1 million in cash.  The
transaction was accounted for as a purchase.  Results of Superior for the period
from October 30, 1999 through January 1, 2000 are included in the Company's
condensed consolidated statement of operations.

SOFCO ACQUISITION- On July 1, 1999, the Company completed the acquisition of
Sofco, Inc. ("Sofco"), a paper product distributor located in Scotia, New York.
The transaction was accounted for as a purchase.

WEBB ACQUISITION- Effective November 1, 1998, the Company completed the
acquisition of Joseph Webb Foods, Inc. ("Webb"), a broadline foodservice
distributor located in Vista, California. The transaction was accounted for as a
purchase.

HAAR ACQUISITION- Effective September 27, 1998, the Company completed the
acquisition of J.H. Haar & Sons, L.L.C. ("Haar"), a broadline foodservice
distributor serving the New York City metropolitan market. The transaction was
accounted for as a pooling of interests. Because Haar's total assets, net assets
and the results of operations were not material to the Company for any of the
fiscal years presented, the transaction was recorded as of September 27, 1998.

The tables below set forth pro forma information, in thousands, for the three-
month and six-month periods ended December 26, 1998 and January 1, 2000 giving
effect to the acquisitions of Parkway, Superior, Sofco, Webb and Haar as if such
acquisitions had been consummated as of June 27, 1998:

                                       6
<PAGE>

<TABLE>
<CAPTION>
                                                              (in thousands)

                                            Three Months Ended                   Six Months Ended
                                  -----------------------------------  ----------------------------------
                                  December 26, 1998   January 1, 2000  December 26, 1998  January 1, 2000
                                  ------------------  ---------------  -----------------  ---------------
<S>                               <C>                 <C>              <C>                <C>
Net sales                              $1,646,307       $1,708,636         $3,288,156       $3,456,377

Income before
  extraordinary charge                 $   20,414       $   26,699         $   36,880       $   50,159

Net income                             $   17,666       $   26,699         $   34,132       $   50,159

Income per common share
   before extraordinary charge
   Basic                               $     0.21       $     0.26         $     0.38       $     0.49
   Diluted                             $     0.21       $     0.26         $     0.37       $     0.49

Net income per common share
   Basic                               $     0.18       $     0.26         $     0.35       $     0.49
   Diluted                             $     0.18       $     0.26         $     0.35       $     0.49
</TABLE>

NOTE 3 - EARNINGS PER SHARE

The following table reconciles the Company's basic and diluted weighted average
share amounts used in computations of earnings per share ("EPS") (in thousands):

<TABLE>
<CAPTION>
                                               Three Months Ended                   Six Months Ended
                                     -----------------------------------  ----------------------------------
                                     December 26, 1998   January 1, 2000  December 26, 1998  January 1, 2000
                                     ------------------  ---------------  -----------------  ---------------
<S>                                  <C>                 <C>              <C>                <C>
Basic EPS-
   Weighted average
      shares outstanding                    95,072          101,557             94,078          101,499

Effective of Dilutive Securities:
Warrants                                       100               90                130               94
Common stock options                         1,262              365              1,150              483
Other stock-based compensation
   arrangements                                 20               90                 40              100

Diluted EPS-
   Weighted average
      shares outstanding                    96,454          102,102             95,398          102,176
 </TABLE>

                                       7
<PAGE>

NOTE 4 - RESTRUCTURING AND RELATED COSTS

On December 23, 1997, Rykoff-Sexton, Inc., the nation's third-largest broadline
foodservice distributor based on net sales, was merged into a wholly owned
subsidiary of U.S. Foodservice (the "acquisition"). In connection with the
acquisition, the Company recorded a $56.7 million restructuring charge during
the year ended June 27, 1998.  The restructuring costs consisted primarily of
$26.8 million for change in control payments to former executives of Rykoff-
Sexton, $12.2 million for severance and benefits, $10.8 million for future lease
commitments and $6.9 million for idle facility and facility closure costs
related to the Company's plan to consolidate and realign certain operating units
and consolidate various overhead functions.  As of January 1, 2000, execution of
the plan is substantially complete. To date, the Company has experienced no
significant changes to the restructuring plan. As of January 1, 2000, the
Company has completed the closure of all facilities included in the
restructuring plan.

In connection with Rykoff-Sexton's acquisition of US Foodservice, Inc. in May
1996, Rykoff-Sexton recorded a restructuring charge of $57.6 million ($35.7
million after tax) in the nine-week fiscal transition period ended June 29,
1996. The restructuring charge consisted of severance and employee benefits of
$10.7 million, lease related costs of $20.2 million and other closure and
integration costs of $26.7 million.

The following table summarizes the status of the Company's restructuring
reserves:

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------

                                              Severence      Lease       Idle Facility
                                            and Benefits  Commitments       Cost          Totals
-------------------------------------------------------------------------------------------------
<S>                                         <C>           <C>           <C>              <C>
Balance July 3, 1999                        $ 2,200       $ 19,000      $ 3,500          $ 24,700
   Fiscal six-month period utilization         (500)        (2,900)      (2,800)           (6,200)
                                            -------       --------      -------          --------
Balance January 1, 2000                     $ 1,700       $ 16,100      $   700          $ 18,500
                                            -------       --------      -------          --------
---------------------------------------------------------------------------------------------------
</TABLE>

The Company expects to expend $2.3 million during the remainder of fiscal 2000.
The balance relates primarily to remaining lease commitments that are being paid
in various amounts through fiscal 2008.

NOTE 5 - RECENTLY ENACTED ACCOUNTING PRONOUNCEMENTS

During 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 133, Accounting for Derivative
Instruments and Hedging Activity. SFAS No. 133 establishes accounting and
reporting standards for derivative instruments and for hedging activities and
requires that an entity recognize all derivatives as either assets or
liabilities in the balance sheet and measure those instruments at fair value.
In accordance with the pronouncement, the Company will adopt SFAS No. 133, as
amended, in fiscal 2001. The Company is currently evaluating the impact, if any,
that SFAS No. 133 will have on its consolidated financial statements.

NOTE 6 - CONTINGENCIES

From time to time, the Company is involved in litigation and proceedings arising
out of the ordinary course of business.  There are no pending material legal
proceedings or environmental investigations to which the Company is a party or
to which the property of the Company is subject as of the date of this report.

NOTE 7 - INDUSTRY SEGMENT INFORMATION

The Company has two reportable segments: broadline foodservice distribution
("Broadline") and other services ("Other Services"). Broadline, consisting of
approximately 40 operating locations, distributes over 43,000 food and non-food
related products to over 130,000 foodservice customers, including restaurants,
hotels, casinos, healthcare institutions and schools. Other Services represent
manufacturing operations, including the manufacturing operations purchased as
part of the acquisition of Sofco in the fourth quarter of fiscal 1999, and
contract and design services. In August 1998, the Company outsourced its Rykoff-
Sexton manufacturing division by selling the assets to a third party. Contract
and design services primarily involve the design of restaurants and eating
establishments.

                                       8
<PAGE>

<TABLE>
<CAPTION>
                                                                                             Corporate
                                                                         Other                  and
                                                  Broadline            Services            Eliminations          Consolidated
                                                --------------       -------------        ---------------       --------------
<S>                                             <C>                  <C>                  <C>                   <C>
Three Months Ended January 1, 2000
Net sales                                          $1,653,377            $21,575              $       0            $1,674,952
Depreciation and amortization                          15,017                214                      0                15,231
Income (loss) from operations                          74,439              1,110                (13,082)               62,467
Interest expense and other
     financing costs, net                              17,207                  1                      0                17,208
Income (loss) before income
     taxes and extraordinary charge                    57,186              1,155                (13,082)               45,259
Capital expenditures                                   10,421                218                      0                10,639

Three Months Ended December 26, 1998
Net sales                                          $1,517,104            $15,985              $       0            $1,533,089
Depreciation and amortization                          14,883                 48                      0                14,931
Income (loss) from operations                          61,922                788                (11,461)               51,249
Interest expense and other
     financing                                         16,476                  0                      0                16,476
     costs, net
Income (loss) before income
     taxes and extraordinary charge                    45,406                788                (11,461)               34,733
Capital expenditures                                   17,552                 52                      0                17,604

Six Months Ended January 1, 2000
Net sales                                          $3,316,919            $40,916              $       0            $3,357,835
Depreciation and amortization                          29,715                352                      0                30,067
Income (loss) from operations                         141,532              1,776                (27,660)              115,648
Interest expense and other
     financing costs, net                              31,855                 (6)                     0                31,849
Income (loss) before income
     taxes and extraordinary charge                   109,631              1,828                (27,660)               83,799
Total assets                                        2,255,863             33,460                      0             2,289,323
Capital expenditures                                   24,016                218                      0                24,234

Six Months Ended December 26, 1998
Net sales                                          $2,976,089            $51,829               ($16,459)           $3,011,459
Depreciation and amortization                          29,453                531                      0                29,984
Income (loss) from operations                         116,326              3,412                (23,450)               96,288
Interest expense and other
     financing costs, net                              32,672                  0                      0                32,672
Income (loss) before income
     taxes and extraordinary charge                    83,654              3,412                (23,450)               63,616
Total assets                                        1,996,243             24,948                      0             2,021,191
Capital expenditures                                   35,145                 71                      0                35,216
</TABLE>

 Corporate and eliminations consist of inter-segment sales and inter-company
accounts.

 NOTE 8 - SUBSEQUENT EVENTS

 On February 8, 2000, the Company announced its decision to close its San
 Fransisco operation and to reduce the number of employees throughout the
 Company.  The one-time costs related to the closure of the San Fransisco
 location are estimated to be $20 million and include restructuring costs, asset
 impairment charges, facility disposition costs, severance costs and expected
 operating losses of the San Fransisco operation in the third quarter of fiscal
 2000.  Approximately $10 million of this total will be recorded as
 restructuring and asset impairment costs in the third quarter of fiscal 2000.
 In addition, the Company estimates that it will record a $2 million pre-tax
 restructuring charge in the third quarter of fiscal 2000 related to the
 employee reductions.

                                       9
<PAGE>

                                   SIGNATURES

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

                                       U.S. FOODSERVICE
                                       (Registrant)

Date:  February 18, 2000                        /s/ George T. Megas
                                       -----------------------------------------
                                       George T. Megas, Executive Vice President
                                             and Chief Financial Officer
                                           (Duly Authorized and Principal
                                                 Financial Officer)

                                       10