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What changed in US Foods Holding Corp.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of US Foods Holding Corp.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+268 added−272 removedSource: 10-K (2026-02-12) vs 10-K (2025-02-13)

Top changes in US Foods Holding Corp.'s 2025 10-K

268 paragraphs added · 272 removed · 209 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

47 edited+24 added−25 removed41 unchanged
Biggest changeThis mission is supported by our brand promise of WE HELP YOU MAKE IT™ , which is centered on bringing four key elements to the forefront for our customers; (1) more quality products, including our large portfolio of exclusive brands, (2) more tools, centering on our MOXē business platform, (3) more support from our sellers and our team of experts and lastly, (4) more deliveries, enabled by our traditional broadline services and Pronto ™ program.
Biggest changeOur promise brings three key elements to the forefront for our customers; (1) more quality products, like our large and diverse Exclusive Brand portfolio that is based on consistency, freshness and innovation, (2) more tools, centering on our industry-leading ecommerce platform, MOXē ® , and (3) more deliveries, with expanded options for on-time delivery enabled by our traditional broadline services and our convenient and flexible Pronto ® program.
These units are registered and inspected by the USDA (with respect to meat and poultry) and the FDA (with respect to produce and seafood) as applicable. Our CHEF’STORE locations are registered with and inspected by various state and local authorities.
These units are registered with and inspected by the USDA (with respect to meat and poultry) and the FDA (with respect to produce and seafood) as applicable. Our CHEF’STORE locations are registered with and inspected by various state and local authorities.
Our customers include several departments of the U.S. federal government, as well as certain state and local governmental entities. These customer relationships subject us to additional regulations that are applicable to government contractors. For example, as a U.S. federal government contractor, we are subject to audit by the Office of Federal Contract Compliance Programs. Employment The U.S.
Our customers include several departments of the U.S. federal government, as well as certain state and local governmental entities. These customer relationships subject us to additional regulations that are applicable to government contractors. For example, as a U.S. federal government contractor, we are subject to audit by the Office of Federal Contract Compliance Programs. 5 Employment The U.S.
Recruiting, Training and Development Our ability to attract, develop and retain high-performing associates is crucial to our success, from building trusting relationships with our customers to timely and accurately preparing and delivering orders. We have a program to train interested warehouse associates to become commercial driver’s license (“CDL”) Class A delivery drivers.
Recruiting, Training and Development Our ability to attract, develop and retain high-performing associates is crucial to our success, from building trusting relationships with our customers to timely and accurately preparing and delivering orders. We have a program to train interested warehouse associates to become commercial driver’s license Class A delivery drivers.
Prior to joining American Tire Distributors, he served as Vice President of Global Supply Chain Operations for Target, where he spent 14 years, from 2003 to 2017, in various supply chain roles with the company. Mr. Poe has served as Executive Vice President, Chief Merchandising Officer since October 2023. Mr.
Prior to joining American Tire Distributors, he served as Vice President of Global Supply Chain Operations for Target, where he spent 14 years, from 2003 to 2017, in various supply chain roles with the company. 8 Mr. Poe has served as Executive Vice President, Chief Merchandising Officer since October 2023. Mr.
While we have experienced work stoppages from time to time in the past, we generally believe we have good relations with both our union and non-union associates, and we strive to be a well-regarded employer in the communities in which we operate. Compensation and Benefits We strive to make a positive difference in the lives of our associates.
While we have experienced work stoppages from time to time in the past, we generally believe we have good relations with both our union and non-union associates, and we strive to be a well-regarded employer in the communities in which we operate. 6 Compensation and Benefits We strive to make a positive difference in the lives of our associates.
We do not have any patents or licenses that are material to our business. 4 Suppliers Our suppliers generally are large corporations selling national brand name and private brand products. Additionally, regional and local suppliers support targeted geographic initiatives and private label programs requiring regional and local distribution.
We do not have any patents or licenses that are material to our business. Suppliers Our suppliers generally are large corporations selling national brand name and private brand products. Additionally, regional and local suppliers support targeted geographic initiatives and private label programs requiring regional and local distribution.
Our relationship with our customer is further strengthened by our industry-leading MOXē digital platform that makes it easy for our customers to manage their orders and inventories, while also providing valuable support for their business.
Our relationship with our customers is further strengthened by our industry-leading MOXē ® digital platform that makes it easy for our customers to manage their orders and inventories, while also providing valuable support for their business.
The U.S. foodservice distribution industry serves different customer types of varying sizes, growth profiles, and product and service requirements, including independent restaurants, regional and national restaurant chains, healthcare customers (such as hospital systems, nursing homes and long-term care facilities), hospitality customers (ranging from large hotel chains to local banquet halls, country clubs, casinos and entertainment complexes), colleges and universities, K-12 schools, and retail locations.
The U.S. foodservice distribution industry serves different customer types of varying sizes, growth profiles, and product and service requirements, including independent restaurants, regional and national restaurant chains, healthcare customers (such as hospital systems, nursing homes and long-term care facilities), hospitality customers (ranging from large hotel chains to local banquet halls, country clubs, casinos and entertainment complexes), colleges and universities, K-12 schools, and government locations.
Foodservice distributors typically fall into three categories, representing differences in customer focus, product offering, and supply chain: • Broadline distributors which offer a “broad line” of products and services; • System distributors which carry products specified for large chains; and • Specialized distributors which primarily focus on specific product categories (e.g., meat or produce) or customer types.
Foodservice distributors typically fall into three categories, representing differences in customer focus, product offering, and supply chain: • Broadline distributors who offer a “broad line” of products and services; • System distributors who carry products specified for large chains; and • Specialized distributors who primarily focus on specific product categories (e.g., meat or produce) or customer types.
As described in more detail below, our WE HELP YOU MAKE IT™ , strategy resonates with these types of customers, and for this reason, we believe our growth prospects with these customers are greater than with other customer types. In fiscal year 2024, no single customer represented more than 2% of our total customer sales.
As described in more detail below, our WE HELP YOU MAKE IT ® strategy resonates with these types of customers, and for this reason, we believe our growth prospects with these customers are greater than with other customer types. In fiscal year 2025, no single customer represented more than 2% of our total customer sales.
We purchase from thousands of suppliers, with no suppliers accounting for more than 5% of our aggregate purchases in fiscal year 2024. Seasonality Our business does not fluctuate significantly from quarter to quarter and, as a result, is not considered seasonal.
We purchase from thousands of suppliers, with no suppliers accounting for more than 5% of our aggregate purchases in fiscal year 2025. Seasonality Our business does not fluctuate significantly from quarter to quarter and, as a result, is not considered seasonal.
Of these: • substantially all were employed in the United States and on a full-time basis; • approximately 70% of our associates were non-exempt, or paid on an hourly basis; • approximately 6,600 of our associates were members of local unions associated with the International Brotherhood of Teamsters and other labor organizations; and • approximately 88% of our associates were working in “field” based roles within our broadline distribution, retail operations and broadline support business production facilities, with the remaining 12% working in shared service or corporate roles.
Of these: • substantially all were employed in the United States and on a full-time basis; • approximately 70% of our associates were non-exempt, or paid on an hourly basis; • approximately 6,600 of our associates were members of local unions associated with the International Brotherhood of Teamsters and other labor organizations; and • approximately 89% of our associates were working in “field” based roles within our broadline distribution, retail operations and broadline support business production facilities, with the remaining 11% working in shared service or corporate roles.
The information contained on or accessible through our corporate website or any other website that we may maintain is not incorporated by reference into and is not part of this Annual Report. 8
The information contained on or accessible through our corporate website or any other website that we may maintain is not incorporated by reference into and is not part of this Annual Report. 9
Additionally, our comprehensive health and welfare benefits program provides our associates with a variety of medical and dental plans, plus voluntary benefits like vision or critical illness protection.
Additionally, our comprehensive health and welfare benefits program provides our associates with a variety of medical and dental plans, plus other benefits like vision or critical illness protection.
Our sales associates are supported by sophisticated marketing and category management capabilities, as well as a sales support team that includes world-class chefs and restaurant operations consultants, new business development managers and others that help us provide more comprehensive service to our customers.
Our sales associates are supported by sophisticated marketing and category management capabilities, as well as a sales support team that includes world-class chefs, new business development managers and others that help us provide more comprehensive service to our customers.
Anticorruption Because we are organized under the laws of the State of Delaware and our principal place of business is in the U.S., we are considered a “domestic concern” under the Foreign Corrupt Practices Act and are covered by its anti-bribery provisions. Human Capital Management Employees As of December 28, 2024, we employed a total of approximately 30,000 associates.
Anticorruption Because we are organized under the laws of the State of Delaware and our principal place of business is in the U.S., we are considered a “domestic concern” under the Foreign Corrupt Practices Act and are covered by its anti-bribery provisions. Human Capital Management Employees As of December 27, 2025, we employed a total of approximately 30,000 associates.
These customer locations include independent restaurants, chain restaurants, healthcare, hospitality, education and other customers. We provide fresh, frozen, and dry food products, as well as non-food items, sourced from thousands of suppliers. Approximately 4,000 sales associates manage customer relationships at local, regional, and national levels.
These customer locations include independent restaurants, chain restaurants, healthcare, hospitality, government and education customers. We provide fresh, frozen, and dry food products, as well as non-food items, sourced from thousands of suppliers. Over 4,000 sales associates manage customer relationships at local, regional, and national levels.
Collective Bargaining Agreements As of December 28, 2024, we were party to 58 collective bargaining agreements (“CBAs”) covering 6,600, or 22%, of our associates working at 33 (or 43%) of our distribution facilities, 4 of our broadline support business production facilities and 24 of our cash and carry locations.
Collective Bargaining Agreements As of December 27, 2025, we were party to 58 collective bargaining agreements (“CBAs”) covering approximately 6,600, or 22%, of our associates working at 33 (or 43%) of our distribution facilities, 4 of our broadline support business production facilities and 24 of our cash and carry locations.
Sales to our top 50 customers, including group purchasing organizations (“GPOs”), represented approximately 47% of our net sales in fiscal year 2024. We have entered into contractual relationships with certain GPOs that negotiate pricing, delivery and other terms on behalf of their members. In fiscal year 2024, GPOs accounted for approximately 25% of our net sales.
Sales to our top 50 customers, including group purchasing organizations (“GPOs”), represented approximately 42% of our net sales in fiscal year 2025. We have entered into contractual relationships with certain GPOs that negotiate pricing, delivery and other terms on behalf of their members. In fiscal year 2025, GPOs accounted for approximately 27% of our net sales.
In addition, Mr. Flitman previously served as Executive Vice President of Performance Food Group Company and was President and Chief Executive Officer of its Performance Foodservice division from January 2015 to September 2018. From January 2014 to December 2014, Mr. Flitman served as Chief Operating Officer and President USA & Mexico of Univar Solutions Inc. Mr.
Flitman was Executive Vice President of Performance Food Group Company and President and Chief Executive Officer of its Performance Foodservice division from January 2015 to September 2018. From January 2014 to December 2014, Mr. Flitman held Chief Operating Officer and President USA & Mexico roles at Univar Solutions Inc. Mr. Flitman joined Univar in December 2012 as President USA.
This mission is supported by our strategy of WE HELP YOU MAKE IT.™, which is centered on bringing four key elements to the forefront for our customers; more quality products, including our large portfolio of exclusive brands, more tools, centering on our MOXē business platform, more support from our sellers and our team of experts and lastly, more deliveries, enabled by our traditional broadline services and Pronto™ program.
This mission is supported by our strategy of WE HELP YOU MAKE IT ® , which is centered on bringing three key elements to the forefront for our customers: More Quality products, including our large portfolio of Exclusive Brands; More Tools, centering on our MOXē ® business platform; and More Deliveries, enabled by our traditional broadline services, Pronto ® program and new delivery options.
Products and Brands We have a broad assortment of products and brands designed to meet customers’ needs. In many categories, we offer products under a spectrum of private brands based on price and quality, covering a range of values and qualities. The table below presents the sales mix for our principal product categories for fiscal years 2024, 2023 and 2022.
In many categories, we offer products under a spectrum of private brands based on price and quality, covering a range of values and qualities. 4 The table below presents the sales mix for our principal product categories for fiscal years 2025, 2024 and 2023.
Fiscal Years 2024 2023 2022 (in millions) Meats and seafood $ 12,930 $ 11,953 $ 12,375 Dry grocery products 6,624 6,407 5,758 Refrigerated and frozen grocery products 6,423 6,053 5,253 Dairy 4,036 3,727 3,564 Equipment, disposables and supplies 3,567 3,571 3,536 Produce 2,136 1,915 1,840 Beverage products 2,161 1,971 1,731 Total Net sales $ 37,877 $ 35,597 $ 34,057 We have registered the trademarks US Foods ® , Food Fanatics ® , and CHEF’STORE ® as part of our overall brand strategy and our retail outlets.
Fiscal Years 2025 2024 2023 (in millions) Meats and seafood $ 13,974 $ 12,930 $ 11,953 Dry grocery products 6,685 6,624 6,407 Refrigerated and frozen grocery products 6,635 6,423 6,053 Dairy 4,214 4,036 3,727 Equipment, disposables and supplies 3,631 3,567 3,571 Beverage products 2,338 2,161 1,971 Produce 1,947 2,136 1,915 Total Net sales $ 39,424 $ 37,877 $ 35,597 We have registered the trademarks US Foods ® , Food Fanatics ® , and CHEF’STORE ® as part of our overall brand strategy and our retail outlets.
We utilize technology to improve driver safety from distracted driver alerts to collision mitigation technology. Information about our Executive Officers The section below provides information regarding our executive officers as of February 13, 2025: Name Age Position David E. Flitman 60 Chief Executive Officer Dirk J.
We utilize technology to improve driver safety from distracted driver alerts to collision mitigation technology. 7 Information about our Executive Officers The section below provides information regarding our executive officers as of February 12, 2026: Name Age Position David E. Flitman 61 Chief Executive Officer Dirk J. Locascio 53 Executive Vice President, Chief Financial Officer Timothy D.
Matters such as weight and dimension of equipment also fall under U.S. federal and state regulations. 5 Environmental Our operations are subject to a broad range of U.S. federal, state, and local environmental laws and regulations, as well as zoning and building regulations.
Environmental Our operations are subject to a broad range of U.S. federal, state, and local environmental laws and regulations, as well as zoning and building regulations.
We must comply with the regulations promulgated by the Federal Motor Carrier Safety Administration, including those relating to drug and alcohol testing and hours of service for our drivers.
We must comply with the regulations promulgated by the Federal Motor Carrier Safety Administration, including those relating to drug and alcohol testing and hours of service for our drivers. Matters such as weight and dimension of equipment also fall under U.S. federal and state regulations.
Prior to joining US Foods, Mr. Locascio held senior finance roles with United Airlines, a global airline, and Arthur Andersen LLP, a public accounting firm. Ms. Ha has served as Executive Vice President and General Counsel since September 2023 and Corporate Secretary since November 2023. Prior to joining US Foods, Ms.
Prior to joining US Foods, Mr. Locascio held senior finance roles with United Airlines, a global airline, and Arthur Andersen LLP, a public accounting firm. Timothy D. Johnson has served as Executive Vice President, Chief Legal Officer and Corporate Secretary since December 2025. Prior to joining US Foods, Mr.
Flitman previously served as Chief Executive Officer and a member of the board of directors of Builders FirstSource, Inc., serving in this role since April 2021. Prior to that, Mr. Flitman served as President and Chief Executive Officer and a member of the board of directors of BMC Stock Holdings, Inc. from August 2018 until its merger with Builders FirstSource.
He also served as President and Chief Executive Officer and a member of the board of directors of BMC Stock Holdings, Inc. from August 2018 until its merger with Builders FirstSource in January 2021. In addition, Mr.
In addition, we provide training and development programs that enable new associates to be safe and productive including: Sales Readiness, which gives new selling associates tools, resources and peer networking opportunities to help them succeed, and Selector Onboarding, which trains our warehouse selectors on safety, accuracy and performance standards. 6 Diversity and Inclusion As a company, we are committed to building a diverse and inclusive workforce and hiring the best talent that reflects the customers and communities we serve.
In addition, we provide training and development programs that enable new associates to be safe and productive including: Sales Readiness, which gives new selling associates tools, resources and peer networking opportunities to help them succeed, and Selector Onboarding, which trains our warehouse selectors on safety, accuracy and performance standards.
During fiscal year 2024, 14 CBAs covering approximately 1,100 union associates were renegotiated. During fiscal year 2025, 16 CBAs covering approximately 1,750 union associates will be subject to renegotiation.
During fiscal year 2025, 17 CBAs covering approximately 1,900 union associates were renegotiated. During fiscal year 2026, 11 CBAs covering approximately 2,100 union associates will be subject to renegotiation.
Guberman joined US Foods in 1991, originally as part of Kraft/Alliant Foodservice. Mr. Hancock has served as Executive Vice President, Chief Supply Chain Officer since November 2020. Prior to joining US Foods, Mr.
Hancock has served as Executive Vice President, Chief Supply Chain Officer since November 2020. Prior to joining US Foods, Mr.
Through this strategy, we deliver unmatched value for customers as consultants and business partners, bringing them personalized solutions and tailoring a suite of innovative products and services to fit their needs. More Quality.
Our Business Strategy Our WE HELP YOU MAKE IT ® brand promise is not only founded on our quality products and services but also on our commitment to innovation. Through this strategy, we deliver unmatched value for customers as consultants and business partners, bringing them personalized solutions and tailoring a suite of innovative products and services to fit their needs.
We believe that we have the scale, foresight and agility required to proactively address these trends and, in turn, benefit from higher sales growth, greater customer retention, increased private label penetration, and improved profitability. Our Business Strategy Our WE HELP YOU MAKE IT™ brand promise is founded on our quality products and services but also on our commitment to innovation.
We believe that we have the scale, foresight and agility required to proactively address these trends and, in turn, benefit from higher sales growth, greater customer retention, increased private label penetration, and improved profitability.
We are also subject to the National Labor Relations Act, which governs the process for collective bargaining between employers and employees and protects the rights of both employers and employees in the workplace.
Our facilities are subject to inspections under OSHA related to our compliance with certain manufacturing, health and safety standards to protect our employees from accidents. We are also subject to the National Labor Relations Act, which governs the process for collective bargaining between employers and employees and protects the rights of both employers and employees in the workplace.
Our Company At US Foods, we strive to inspire and empower chefs and foodservice operators to bring great food experiences to consumers.
Our Company At US Foods, we strive to inspire and empower chefs and foodservice operators to bring great food experiences to consumers. This mission is supported by our brand promise of WE HELP YOU MAKE IT ® .
Guberman has served as Executive Vice President, Nationally Managed Business since August 2016 and as Chief Transformation Officer since May 2023. Mr. Guberman served the Company as Chief Merchandising Officer from July 2015 to January 2017, Senior Vice President, Merchandising and Marketing Operations from January 2012 to July 2015 and Division President from August 2004 to December 2011. Mr.
Guberman served the Company as Chief Merchandising Officer from July 2015 to January 2017, Senior Vice President, Merchandising and Marketing Operations from January 2012 to July 2015 and Division President from August 2004 to December 2011. Mr. Guberman joined US Foods in 1991, originally as part of Kraft/Alliant Foodservice. Mr.
Flitman served as Senior Executive Vice President of Nalco Holding Company until it was acquired by Ecolab in 2011. He also served as President of Allegheny Power System from February 2005 to July 2008. Before holding these executive positions, Mr. Flitman spent nearly twenty years in operational, commercial, and global business leadership positions at DuPont de Nemours, Inc.
From November 2011 to September 2012, he served as Executive Vice President and President of Water and Process Services at Ecolab Inc. and from August 2008 to November 2011, he was Senior Executive Vice President of Nalco Holding Company. He also served as President of Allegheny Power System from February 2005 to July 2008. Before holding these executive positions, Mr.
From July 2017 until November 2023, Mr. Flitman served as a member of the board of directors of Veritiv Corporation, where he served as the Chair of the Compensation and Leadership Development Committee. 7 Mr. Locascio has served as Executive Vice President, Chief Financial Officer since February 2017. Mr.
Flitman has been a member of the board of directors of Avery Dennison and a member of their Talent and Compensation Committee since December 2025. Mr. Locascio has served as Executive Vice President, Chief Financial Officer since February 2017. Mr.
Locascio 52 Executive Vice President, Chief Financial Officer Martha Ha 59 Executive Vice President, General Counsel and Corporate Secretary Steven M. Guberman 60 Executive Vice President, Nationally Managed Business & Chief Transformation Officer William S. Hancock 45 Executive Vice President, Chief Supply Chain Officer David Poe 51 Executive Vice President, Chief Merchandising Officer Randy J.
Johnson 50 Executive Vice President, Chief Legal Officer and Corporate Secretary Steven M. Guberman 61 Executive Vice President, Nationally Managed Business & Chief Transformation Officer William S. Hancock 46 Executive Vice President, Chief Supply Chain Officer David Poe 52 Executive Vice President, Chief Merchandising Officer Randy J. Taylor 53 Executive Vice President, Field Operations and Local Sales John A.
Taylor 52 Executive Vice President, Field Operations and Local Sales John A. Tonnison 56 Executive Vice President, Chief Information and Digital Officer David Works 57 Executive Vice President, Chief Human Resources Officer Mr. Flitman has served as the Chief Executive Officer since January 2023. Mr.
Tonnison 57 Executive Vice President, Chief Information and Digital Officer David Works 58 Executive Vice President, Chief Human Resources Officer Mr. Flitman has served as the Chief Executive Officer since January 2023. Mr. Flitman previously served as Chief Executive Officer and a member of the board of directors of Builders FirstSource, Inc., from April 2021 to December 2022.
The acquisition allows US Foods to further expand its reach into Tennessee and distribution channels in the southeast United States. Integrating the above acquisition and realizing synergies from these acquisitions are key priorities for the Company. The Company will selectively pursue acquisition opportunities in the future if they are aligned with and enhance our strategic priorities.
On November 14, 2025, USF completed the acquisition of Shetakis, for a purchase price of $46 million. The acquisition allows US Foods to further expand its reach into Nevada and distribution channels in the southwest United States. Integrating the above acquisitions and realizing synergies from these acquisitions are key priorities for the Company.
GPOs are primarily comprised of customers in the healthcare, hospitality, education, and government/military industries. 2 There are several important dynamics affecting the industry, including: • Evolving consumer tastes and preferences. Consumers demand healthy and authentic food choices with fewer artificial ingredients, and they value locally-harvested and sustainably-manufactured food and packaging products.
GPOs are primarily comprised of customers in the healthcare, hospitality, education, and government/military industries. 2 There are several important dynamics affecting the industry, including: • Impact of evolving consumer tastes and preferences. New dietary trends and advancements in pharmaceutical therapies are reshaping dining behaviors.
Overview We strive to inspire and empower chefs and foodservice operators to bring great food experiences to consumers.
The Company will selectively pursue acquisition opportunities in the future if they are aligned with and enhance our strategic priorities. Overview We strive to inspire and empower chefs and foodservice operators to bring great food experiences to consumers.
A portion of our strategy is anchored by leading quality and innovation in our own Exclusive Brands that span the categories of produce and center-of-the-plate and includes our commitment to innovative products through Scoop™.
More Quality. Our strategy is anchored in leading quality and innovation through our own Exclusive Brands that span a wide variety of categories including grocery, produce, center-of-the-plate and much more. As a national leader and one-stop shop for quality products, we continually innovate to meet operator concerns around profitability, staffing, and driving traffic.
MOXē is the industry leading platform that makes it easy for our customers to transact with us and run their businesses. Our mobile technology platform provides customers with a personalized digital ordering experience and easy-to-use business analytics tools. Digital solutions are utilized in over 80% of our sales transactions.
All of our products, across the spectrum of private brands and price points, are designed to deliver quality, performance and value to our customers. 3 More Tools. MOXē ® is an industry leading platform that makes it easy for our customers to transact with us and run their businesses.
Together there are over 4,000 products in our Serve Good and Serve You portfolios.Our private brand portfolio is guided by a spirit of innovation and a commitment to delivering superior quality products and value to customers.
In addition to being part of Scoop, these products also connect to our Serve Good® and Serve You™ programs, which includes original products with defined environmental and social attributes to ensure we deliver solutions that matter. Our Exclusive Brands portfolio is guided by a spirit of innovation and a commitment to delivering superior quality products and value.
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In addition, many ethnic food offerings are becoming more mainstream as consumers show a greater willingness to try new flavors and cuisines. Changes in consumer preferences create opportunities for new and innovative products and for unique food- away-from-home destinations.
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Some restaurants are responding with lighter options, smaller plates, vegetable-forward dishes and lean proteins, while also embracing flexibility and personalization in menu offerings. At the same time, consumers increasingly demand healthy, authentic choices with fewer artificial ingredients, locally sourced products and sustainable packaging. Ethnic cuisines are becoming mainstream, creating opportunities for innovative offerings and unique dining experiences.
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This, in turn, is expected to create growth, expand margins, and produce better customer retention opportunities for those distributors with the flexibility to balance national scale and local preferences.
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To meet these shifting expectations, foodservice distributors will need broader assortments, strong supplier networks, efficient supply chains and rigorous food safety programs, positioning themselves to drive growth, expand margins and improve customer retention. • Technology in foodservice and Artificial Intelligence (“AI”). Technology and AI are transforming the foodservice industry, driving efficiency and deeper customer engagement.
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We believe foodservice distributors will need broader product assortments, extended supplier networks, effective supply chain management capabilities, and strong food safety and quality programs to meet these needs. • Generational shifts with Millennials and Baby Boomers.
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AI-powered tools such as self-ordering kiosks, predictive scheduling, kitchen robotics and real-time inventory systems reduce waste, optimize labor and improve profitability. At the same time, digital solutions, including mobile delivery applications and social media platforms, help independent restaurants compete with larger chains and strengthen customer relationships through personalized insights and services.
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Given their purchasing power and diverse taste profiles, Millennials, Generation Z and Baby Boomers will continue to significantly influence food consumption and the food away from home market. According to U.S. Census Bureau statistics, there were 89 million individuals born between 1982 and 2002 in the U.S., making Millennials and Generation Z the largest demographic cohorts.
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These innovations enable predictive maintenance, optimized logistics and data-driven menu design, while enhancing customer experiences through chatbots, voice assistants and biometric recognition.
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When it comes to food, Millennials and Generation Z are open-minded and curious, and willing to seek out new flavors, dining experiences and diverse menu offerings, while also demanding customization, convenience and sustainable products. Independent restaurants are well positioned to capitalize on these preferences.
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As Millennials and Generation Z increasingly influence dining trends, foodservice distributors who invest in advanced technology, analytics and supply chain capabilities may gain a competitive edge, accelerate product adoption and build lasting loyalty. • Tariffs, inflation and economic pressures. Inflation and rising input costs are creating challenges for both consumers and operators.
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As Millennials’ and Generation Z’s disposable income increases, we believe this demographic will be key to driving growth in the broader U.S. food industry. We also expect that Baby Boomers will continue to shape the industry as they remain in the workplace longer, which is expected to prolong their contribution to food-away-from-home expenditures. • Growing importance of technology.
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Customers are increasingly focused on value, not just lower prices, but better quality, evolving portions and experiences that feel sustainable and worthwhile. In response, operators are streamlining menus to reduce complexity and protect margins, favoring smaller, more focused offerings. At the same time, tariffs on imported ingredients, packaging and equipment are impacting costs.
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We see significant continued growth being driven by the increased utilization of, and reliance on technology by foodservice distributors, customers and diners. Digital solutions streamline the purchasing process and increase customer retention. They also deepen the relationship between foodservice distributors and customers, creating personalized insights and services that can make both more efficient.
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These pressures have prompted operators to raise menu prices and shift toward domestic sourcing. Broader inflation is compounding the issue by increasing food, labor and utility expenses, which threatens profitability and may dampen consumer demand. As economic uncertainty persists, operators are strengthening supply chain resilience and adapting strategies to align with evolving consumer spending patterns.
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We believe foodservice distributors that have deeper, technology-enabled relationships with customers are better able to accelerate their customers’ adoption of new products and increase customer loyalty, giving them a competitive edge. Technology is also growing in importance and helping to level the playing field for independent restaurants.
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Scoop™, our program that introduces high-quality innovative products multiple times a year, requires a rigorous product development process of extensive research, sourcing the right ingredients and suppliers, and testing at each stage of development to ensure high quality.
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Mobile food delivery and social media apps make independent restaurants more competitive with larger restaurant chains, and help this customer type attract more diners at a relatively low cost.
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These products tackle the challenges operators face by offering one or more of these solutions: versatility, labor savings, profit boosting, and on trend. To help meet operator needs to drive traffic, many of our Scoop products focus on increasing consumer demand for sustainability and evolving dietary preferences.
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We believe these technology trends will continue to accelerate as Millennials and Generation Z place a greater reliance on technology and become key influencers and decision-makers within the food industry, including at the customer level. Consequently, we believe foodservice distributors which are focused on strengthening their technology, data analytics, and related capabilities will be well-positioned to capitalize on these trends.
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MOXē ® is our all-in-one foodservice business application built to interact with every part of our customers’ foodservice operation from the palm of an operator’s hand. Placing orders is easy with our time-saving image ordering feature. Simply snap an image of a handwritten order, upload a screenshot of a text message, or even multi-page PDF files.
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This program introduces innovative and on-trend products multiple times a year, helping our customers keep their menus fresh and delivering back-of-house convenience to reduce their labor and food costs. A growing part of our Scoop portfolio is our Serve Good® program.
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Our smart technology will create the order, so the operator only needs to review for accuracy and click submit. Customers also get AI-powered, real-time delivery alerts and smart business tools like Inventory and a Food Cost Calculator, intended to save time and boost profits.
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The Serve Good program, including Progress Check™, features more than 900 products that are sustainably-sourced or contribute to waste reduction. We also recently launched our Serve You portfolio of products that is aligned to consumer preferences for plant-forward, gluten-free and cleaner ingredients.
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Our new AI-powered Menu IQ tool helps operators better manage their recipes and menu items, helping them have even more control over their profitability and understand the cost of every ingredient.
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While we offer products under a spectrum of private brands, and at different price points, all are designed to deliver quality, performance and value to our customers. More Deliveries. This means more on-time and complete orders and customer choice via the omni-channel offering we have to serve our customers.
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Our Check ® Business Tools, a suite of digital solutions designed to help customers modernize operations, simplify staffing and drive diner traffic, are a core component of the More Tools pillar. Operators gain access to tools, including website design, online ordering, efficient staff management, inventory and food cost control, state-of-the-art point-of-sale systems and our exclusive US Foods Menu Design Service.
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As noted above, our strategy of making it easier for our customers includes servicing our customers through multiple channels. We have over 90 cash and carry locations to provide more customers with a retail option in between deliveries and to cost effectively serve more price-conscious and smaller customers.
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Whether through Check or MOXē, customers using these solutions tend to purchase more products and have stronger commercial relationships with us. More Deliveries. We’re committed to making it easier for customers to get what they need, when they need it. Our omnichannel approach offers more flexibility, frequency and responsiveness with more trucks, days and deliveries.
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Our US Foods Direct™ service more than doubles our product assortment and provides customers with access to thousands of specialty products which ship directly to them from the supplier. Additionally, US Foods Pronto™ service allows restaurant operators to receive smaller orders more frequently. All of these channels provide our customers options to shop their way. 3 More tools.
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This includes Scheduled Delivery, which offers delivery service on our customers’ scheduled day and time. US Foods Pronto ® , which offers daily deliveries for our customers in high-volume, dense markets with deliveries six days a week and late order times. Customers with Scheduled Delivery can also receive deliveries on their days off through Pronto ® Next Day.
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Customers utilizing these solutions tend to purchase more products and have stronger commercial relationships with us. We also have Check Business Tools, our portfolio of value-added services that helps customers address key pain points like food waste, back-of-house operations and diner traffic.
Added
Our over 90 CHEF’STORE ® locations offer a solution between deliveries, particularly for price-conscious and smaller operators. In addition, US Foods Direct ® , offers more than 200,000 items online. Customers can explore a wide array of products delivered right to their door via FedEx.
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This suite of tools includes personalized, custom menu design all the way through integrated point of sale systems that enable a more seamless order experience. More Support. By delivering our products and services through a differentiated team-based selling approach, we provide customers access to a diverse team of experts.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeSome of our facilities and our customers’ and suppliers’ facilities are located in areas that may be subject to extreme, and occasionally prolonged, weather conditions, including hurricanes, tornadoes, blizzards, and extreme cold. Extreme weather conditions, whether 18 caused by global climate change or otherwise, may interrupt our operations in such areas.
Biggest changeExtreme weather conditions and natural disasters, and other catastrophic events, may interrupt our business, or our customers’ or suppliers ’ businesses. Some of our facilities and our customers’ and suppliers’ facilities are located in areas that may be subject to extreme, and occasionally prolonged, weather conditions, including hurricanes, flooding, tornadoes, blizzards, and extreme cold.
Significant decreases in the number and/or size of our customers’ purchase orders, the loss of one or more of our major customers or GPOs or our inability to grow to our current customer base could adversely affect our business, financial condition and results of operations.
Significant decreases in the number and/or size of our customers’ purchase orders, the loss of one or more of our major customers or GPOs or our inability to grow our current customer base could adversely affect our business, financial condition and results of operations.
If our current insurance does not continue to be available at a reasonable cost or is inadequate to cover all of our liabilities, or if our indemnification or insurance coverage is limited, as a practical matter, by the creditworthiness of the indemnifying party or the insured limits of our suppliers’ insurance coverage, the liability related to allegedly defective products that we distribute or manufacture could adversely affect our business, financial condition and results of operations.
If our current insurance does not continue to be available at a reasonable cost or is inadequate to cover all of our liabilities, or if our indemnification or insurance coverage is limited, as a practical matter, by the creditworthiness of the indemnifying party or the insured limits of our suppliers’ or the insured limits of our suppliers’ insurance coverage, the liability related to allegedly defective products that we distribute or manufacture could adversely affect our business, financial condition and results of operations.
We rely on software and other information technology to manage significant aspects of our business, such as purchasing, order processing, warehouse/inventory management, truck loading and logistics and optimization of storage space. We also rely on access to those systems online including through mobile devices to connect with our employees, customers, suppliers and other business partners.
We rely on software and other information technology to manage significant aspects of our business, such as purchasing, order processing, warehouse/inventory management, truck loading and logistics and optimization of storage space. We also rely on access to those online systems including through mobile devices to connect with our employees, customers, suppliers and other business partners.
Increased compliance costs and expenses due to the impacts of climate change on our business, as well as additional legal or regulatory requirements regarding climate change or designed to reduce or mitigate the effects of carbon dioxide and other GHG emissions on the environment, may cause disruptions in, or an increase in the costs associated with, the running of our business, 11 particularly with regard to our distribution and supply chain operations.
Increased compliance costs and expenses due to the impacts of climate change on our business, as well as additional legal or regulatory requirements regarding climate change or designed to reduce or mitigate the effects of carbon dioxide and other GHG emissions on the environment, may cause disruptions in, or an increase in the costs associated with, the running of our business, particularly with regard to our distribution and supply chain operations.
While cyberattackers have threatened and attempted to breach our security and access the information stored in our information systems, no incident has been material or had a material impact on our business or financial condition. However, there is a risk that we may incur significant costs in protecting against or remediating cyberattacks or other cyber incidents.
While cyberattackers have threatened and attempted to breach our security and access the information stored in our information systems, no incident has been material or had a material impact on our business or financial condition. However, there is a risk that we may incur significant costs in protecting against or remediating 17 cyberattacks or other cyber incidents.
Potential actions by activist stockholders may interfere with our ability to execute our strategic plans; create perceived uncertainties as to the future direction of our business or strategy; cause uncertainty with our regulators; make it more difficult to attract and retain qualified personnel; and adversely affect our relationships with our existing and potential customers, suppliers and other business partners.
Potential actions by activist stockholders may interfere with our ability to execute our strategic plans; create perceived uncertainties as to the future direction of our business or strategy; cause uncertainty with our regulators; make it more difficult to attract and retain qualified personnel; and 18 adversely affect our relationships with our existing and potential customers, suppliers and other business partners.
Our suppliers may also be affected by higher costs to source or produce and transport products, as well as by other related expenses that they pass through to their customers, which could result in higher costs for the products they supply to us. We do not control the actual production of most of the products 9 we sell.
Our suppliers may also be affected by higher costs to source or produce and transport products, as well as by other related expenses that they pass through to their customers, which could result in higher costs for the products they supply to us. We do not control the actual production of most of the products we sell.
Further, the market price of our common stock could be subject to significant fluctuation or otherwise be adversely affected by the events, risks and uncertainties described above. 17 General Risk Factors Changes in applicable tax laws and regulations and the resolution of tax disputes may adversely affect our business, financial condition and results of operations.
Further, the market price of our common stock could be subject to significant fluctuation or otherwise be adversely affected by the events, risks and uncertainties described above. General Risk Factors Changes in applicable tax laws and regulations and the resolution of tax disputes may adversely affect our business, financial condition and results of operations.
Our ability to make scheduled payments on, or to refinance our obligations under, our debt facilities depend on our ongoing financial and operating performance, among other things, and may be affected by economic, financial and industry conditions beyond our control, including as discussed under the caption “Risks Relating to Our Business and Industry” above.
Our ability to make scheduled payments on, or to refinance our obligations under, our debt facilities depend on our ongoing financial and operating performance, among other things, and may be affected by economic, financial and industry conditions beyond our 15 control, including as discussed under the caption “Risks Relating to Our Business and Industry” above.
Additionally, if our employees are unable to work for any reason, whether because of illness, quarantine, limitations on travel or other government restrictions in connection with any future pandemics, we could face additional shortages of qualified labor and higher labor costs.
Additionally, if our employees are unable to work for any reason, whether because of illness, limitations on travel or other government restrictions in connection with any future pandemics, we could face additional shortages of qualified labor and higher labor costs.
If we are unable to repay debt, creditors having secured obligations could proceed against the 15 collateral securing the debt. In any such case, we may be unable to borrow under our credit facilities and may not be able to repay the amounts due under our indebtedness.
If we are unable to repay debt, creditors having secured obligations could proceed against the collateral securing the debt. In any such case, we may be unable to borrow under our credit facilities and may not be able to repay the amounts due under our indebtedness.
There is no guarantee that we will be able to retain or renew existing agreements, maintain relationships with any of our customers or GPOs on acceptable terms or at all or collect amounts owed to us from insolvent customers.
There is no guarantee that we will be able to retain or renew existing agreements, maintain relationships with any of our customers or GPOs on acceptable terms or at all or collect amounts owed to us from customers.
We are also subject to the examination of our tax returns and other tax matters by the Internal Revenue Service (the “IRS”) and other state and local tax authorities and governmental bodies, for which we regularly assess the likelihood of an adverse outcome.
We are also subject to the examination of our tax returns and other tax matters by the Internal Revenue Service and other state and local tax authorities and governmental bodies, for which we regularly assess the likelihood of an adverse outcome.
In addition, if we are unable to maintain our relationships with GPOs, or if GPOs are able to negotiate more favorable terms for their members with our competitors, we could lose some or all of that business.
In addition, if we are unable or unwilling to maintain our relationships with GPOs, or if GPOs are able to negotiate more favorable terms for their members with our competitors, we could lose some or all of that business.
Although our purchasing volume can provide an advantage when dealing with suppliers, suppliers may not provide the foodservice products and supplies we need in the quantities and at the time and prices requested.
Although our purchasing volume can provide an advantage when dealing with suppliers, suppliers may not provide the 10 foodservice products and supplies we need in the quantities and at the time and prices requested.
Our product suppliers are also subject to various laws and regulations and their alleged noncompliance with applicable laws and regulations could create potential liability or other adverse impacts for our business.
Our product suppliers are also subject to various laws and regulations and their alleged noncompliance with applicable laws and regulations could create potential liability or other adverse impacts for our 13 business.
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 8, Goodwill and Other Intangibles, in our consolidated financial statements. Risks Relating to Product Safety and Regulatory Requirements Our business is subject to significant governmental regulation, and failure to comply with applicable governmental regulations may lead to lawsuits, investigations and other liabilities and restrictions on our operations.
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 7, Goodwill and Other Intangibles, in our consolidated financial statements. Risks Relating to Product Safety and Regulatory Requirements Our business is subject to significant governmental regulation, and failure to comply with applicable governmental regulations may lead to lawsuits, investigations and other liabilities and restrictions on our operations.
Disruptions caused by macroeconomic conditions, inflationary pressure, supply chain disruptions, geopolitical events and labor shortages that impact our ability to completely and accurately fill orders and provide timely deliveries of quality products at competitive prices may have an adverse impact on our business, financial condition and results of operations.
Disruptions caused by macroeconomic conditions, inflationary pressure, trade policies, supply chain disruptions, geopolitical events and labor shortages that impact our ability to completely and accurately fill orders and provide timely deliveries of quality products at competitive prices may have an adverse impact on our business, financial condition and results of operations.
Our operations are subject to a broad range of laws and regulations including regulations governing the processing, packaging, storage, distribution, marketing, advertising, labeling, transportation, export, quality and safety of our food and non-food products, as well as rights of our employees and the protection of the environment.
Our operations are subject to a broad range of laws and regulations including regulations governing the processing, packaging, storage, distribution, marketing, advertising, labeling, transportation, export, sustainability, quality, safety and sale of our food and non-food products, as well as rights of our employees and the protection of the environment.
These actions and conditions include changes in supplier pricing practices (including promotional allowances); labor shortages, work slowdowns, work interruptions, strikes or other job actions by employees of suppliers or carriers; government shutdowns; severe weather and climate conditions; crop conditions; product or raw material scarcity; water shortages; outbreak of food-borne illnesses; product recalls; transportation interruptions; unavailability of fuel or increases in fuel costs; competitive demands; impact of climate change; and natural disasters, pandemics, terrorist attacks, international hostilities, civil insurrection or social unrest; or any other catastrophic events.
These actions and conditions include changes in supplier pricing practices (including promotional allowances); labor shortages, work slowdowns, work interruptions, strikes or other job actions by employees of suppliers or carriers; government shutdowns; severe weather and climate conditions; rising sea levels or flooding; crop conditions; product or raw material scarcity; water shortages; outbreak of food-borne illnesses; product recalls; transportation interruptions; unavailability of fuel or increases in fuel costs; competitive demands; impact of climate change; and natural disasters, pandemics, terrorist attacks, international hostilities, civil insurrection or social unrest or any other catastrophic events.
Our level of indebtedness could have important consequences, including the following: • a material portion of our cash flows from operations may be dedicated to the payment of principal and interest on our indebtedness, thereby reducing the funds available for other purposes, including working capital, capital expenditures, acquisitions and general corporate purposes; • we are exposed to the risk of increased interest rates because approximately 32% of the net principal amount of our indebtedness accrued interest at variable rates of interest as of December 28, 2024; • it may be difficult for us to satisfy our obligations to our lenders, resulting in possible defaults on and acceleration of such indebtedness; • we may be more vulnerable to general adverse economic and industry conditions; • we may be at a competitive disadvantage compared to our competitors with less debt or lower debt service requirements and they, as a result, may be better positioned to withstand competitive pressures and general adverse economic and industry conditions; • our ability to refinance indebtedness may be limited or the associated costs may increase; and • our ability to refinance indebtedness and obtain additional financing may be limited or the associated costs of refinancing and obtaining additional financing may increase.
Our level of indebtedness could have important consequences, including the following: • a material portion of our cash flows from operations may be dedicated to the payment of principal and interest on our indebtedness, thereby reducing the funds available for other purposes, including working capital, capital expenditures, acquisitions and general corporate purposes; • we are exposed to the risk of increased interest rates because approximately 34% of the net principal amount of our indebtedness accrued interest at variable rates of interest as of December 27, 2025; • it may be difficult for us to satisfy our obligations to our lenders, resulting in possible defaults on and acceleration of such indebtedness; • we may be more vulnerable to general adverse economic and industry conditions; • we may be at a competitive disadvantage compared to our competitors that may have less debt or lower debt service requirements and they, as a result, may be better positioned to withstand competitive pressures and general adverse economic and industry conditions; • our ability to refinance indebtedness may be limited or the associated costs may increase; and • our ability to refinance indebtedness and obtain additional financing may be limited or the associated costs of refinancing and obtaining additional financing may increase.
Any future product recall or withdrawal that results in substantial and unexpected expenditures, destruction of product inventory, damage to our reputation and/or lost sales due to the unavailability of the product for an extended period of time could adversely affect our business, financial condition and results of operations.
Any future product recall or withdrawal that results in substantial and unexpected expenditures, destruction of product inventory, damage to our reputation and/or lost sales due to the unavailability of the product for an extended period of time or customer concerns or dissatisfaction could adversely affect our business, financial condition and results of operations.
A decline in economic activity or the frequency and amount spent by consumers for food prepared away from home, as well as other macroenvironmental factors that could decrease general consumer confidence (including deteriorating economic conditions, heightened volatility in the financial markets, inflationary pressure, an uncertain political environment and supply chain disruptions, such as those the global economy is currently facing), may negatively impact our business, financial condition and results of operations.
A decline in economic activity or the frequency and amount spent by consumers for food prepared away from home, as well as other macroenvironmental factors that could decrease general consumer confidence (including deteriorating economic conditions, heightened volatility in the financial markets, tariffs, inflationary pressure, an uncertain geopolitical environment, trade policies and supply chain disruptions, such as those the global economy is currently facing), may negatively impact our business, financial condition and results of operations.
If the products we distribute are alleged to cause injury, illness or other damage or to fail to comply with applicable governmental regulations, we may need to recall or withdraw products.
If the products we distribute are alleged to cause injury, illness or other damage or to fail to comply with applicable governmental regulations or applicable quality standards, we may need to recall or withdraw products.
As a distributor and manufacturer of food and non-food products, we may be subject to product recalls, including voluntary recalls or withdrawals, if the products we distribute or manufacture are alleged to cause injury, illness or other damage, to be mislabeled, misbranded, or adulterated, or to otherwise violate applicable governmental regulations.
As a distributor and manufacturer of food and non-food products, we may be subject to product recalls if the products we distribute or manufacture are alleged to cause injury, illness or other damage, to be mislabeled, misbranded, or adulterated, or to otherwise violate applicable governmental regulations.
Changes in legal or regulatory requirements (such as new product safety requirements, revised regulatory requirements for the sourcing, processing and packaging of products, and requirements to restrict or phase-out certain chemicals and ozone-depleting substances or otherwise regulating greenhouse gas emissions), or evolving interpretations of existing legal or regulatory requirements, may result in increased compliance cost, capital expenditures and other financial obligations including costs to upgrade, phase out, modify or 12 replace products or equipment that could adversely affect our business, financial condition and results of operations.
Changes in legal or regulatory requirements (such as new product safety requirements, extended producer responsibility requirements, revised regulatory requirements for the sourcing, processing, packaging and labeling of products, and requirements to restrict or phase-out certain ingredients, chemicals and ozone-depleting substances or otherwise regulating greenhouse gas emissions), or evolving interpretations of existing legal or regulatory requirements, may result in increased compliance cost, capital expenditures and other financial obligations including costs to upgrade, phase out, modify or replace products or equipment that could adversely affect our business, financial condition and results of operations.
Any event that damages our reputation or calls into question the safety or integrity of our products, whether justified or not, could quickly and negatively affect our business, financial condition and results of operations.
Any event that damages our reputation, public confidence or calls into question the safety, quality or integrity of our products, whether justified or not, could quickly and negatively affect our business, financial condition and results of operations.
We employed approximately 30,000 associates as of December 28, 2024, of which approximately 6,600 were members of local unions associated with the International Brotherhood of Teamsters and other labor organizations. Any failure to effectively negotiate CBAs could result in work stoppages.
We employed approximately 30,000 associates as of December 27, 2025, of which approximately 6,600 were members of local unions associated with the International Brotherhood of Teamsters and other labor organizations. Any failure to effectively negotiate CBAs could result in work stoppages.
Our customer and GPO agreements are generally terminable upon advance written notice (typically ranging from 30 days to 6 months) by either us or the customer or GPO, which provides our customers and GPOs with the opportunity to renegotiate their contracts with us or to award more business to our competitors.
Our customer and GPO agreements are generally terminable upon advance written notice (typically ranging from 30 days to six months) by either us, the customer or GPO, which provides our customers and GPOs with the opportunity to renegotiate their contracts with us or to award additional business to our competitors.
The extent of any such effects on our business, financial condition and results of operations depends in part on the magnitude and duration of such conditions, which cannot be predicted at this time. Our business is a low-margin business, and our profitability and results of operations are directly affected by cost deflation or inflation, commodity volatility and other factors.
The extent of any such effects on our business, financial condition and results of operations depends in part on the magnitude and duration of such conditions, which cannot be predicted at this time. Our business is a low-margin business, and our profitability and results of operations are directly affected by cost deflation or inflation, volatile food costs and other factors.
We may also choose to voluntarily recall or withdraw products that we determine do not satisfy our quality standards, whether for taste, appearance or otherwise, in order to protect our brand and reputation.
We may also choose to voluntarily withdraw products that we determine do not satisfy our quality standards, whether for taste, appearance, spoilage or otherwise, in order to protect customer relationships and our brand and reputation.
In addition, it may be difficult to address such negative publicity across media channels. 13 Risks Relating to Human Capital Management We face risks related to labor relations, increased labor costs and the availability of qualified labor, any of which could have an adverse effect on our business, financial condition and results of operations.
In addition, it may be difficult to address such negative publicity across media channels. 14 Risks Relating to Human Capital Management We face risks related to labor relations and increased labor costs, which could have an adverse effect on our business, financial condition and results of operations.
In addition, in the event our suppliers or customers experience a breach or system failure, cyberattack or other security breach, their businesses could be disrupted or otherwise negatively affected, which may result in a disruption in our supply chain or reduced customer orders, which would adversely affect our business, financial condition and results of operations. 16 Our failure to comply with data privacy regulations could adversely affect our business.
In addition, in the event our suppliers or customers experience a breach or system failure, cyberattack or other security breach, their businesses could be disrupted or otherwise negatively affected, which may result in a disruption in our supply chain or reduced customer orders, which would adversely affect our business, financial condition and results of operations.
Although, from time to time, we enter into forward purchase commitments for some of our fuel requirements at prices equal to the then-current market price, these forward purchases may prove ineffective in protecting us from changes in fuel prices or even result in us paying higher than market costs for part of our fuel.
Although, from time to time, we enter into forward purchase commitments for some of our fuel requirements, these forward purchases may prove ineffective in protecting us from changes in fuel prices or even result in us paying higher than market costs for part of our fuel.
While no single customer represented more than 2% of our total net sales in fiscal year 2024, approximately 25% of our net sales in fiscal year 2024 were made to customers under terms negotiated by GPOs (including approximately 14% of our net sales in fiscal year 2024 that were made to customers that are members of one GPO).
While no single customer represented more than 2% of our total net sales in fiscal year 2025, approximately 27% of our net sales in fiscal year 2025 were made to customers under terms negotiated by GPOs (including approximately 14% of our net sales in fiscal year 2025 that were made to customers that are members of a single GPO).
Moreover, compliance with any such legal or regulatory requirements may require that we implement changes to our business operations and strategy, which would require us to devote substantial time and attention to these matters and cause us to incur additional costs. Climate-related reporting and disclosure requires significant time, attention, and financial resources.
Moreover, compliance with any such legal or regulatory requirements may require that we implement changes to our business operations and strategy, which would require us to devote substantial time and attention to these matters and cause us to incur additional costs.
A variety of factors could cause us not to realize expected cost savings, including, among others, delays in the anticipated timing of activities related to our cost savings initiatives, lack of sustainability in cost savings over time, and unexpected costs associated with operating our business. All of these factors could adversely affect our business, financial condition and results of operations.
A variety of factors could cause us not to realize expected cost savings, including, among others, delays in the anticipated timing of activities related to our 11 cost savings initiatives, lack of sustainability in cost savings over time, and unexpected costs associated with operating our business.
We may recall products based on alleged occurrences of food-borne illnesses (such as E. coli, listeriosis, hepatitis A, trichinosis, salmonella, etc.), contamination, adulteration, mislabeling, misbranding, or food tampering.
We may recall products for a variety of reasons including alleged occurrences of food-borne illnesses (such as E. coli, listeriosis, hepatitis A, trichinosis, salmonella, etc.), contamination, adulteration, mislabeling, misbranding, improper storage, or food tampering.
Risks Relating to Acquisitions We may fail to realize the expected benefits of acquisitions or effectively integrate the businesses we acquire, which may adversely affect our business, financial condition and results of operations. Historically, a portion of our growth has come through acquisitions. In 2024, we completed one acquisition - the acquisition of IWC Food Service.
Risks Relating to Acquisitions We may fail to realize the expected benefits of acquisitions or effectively integrate the businesses we acquire, which may adversely affect our business, financial condition and results of operations. Historically, a portion of our growth has come through acquisitions. In 2025, we completed two acquisitions - Jake’s Finer Foods and Shetakis.
Our ability to serve customers most effectively, as well as to control costs and maximize profits, depends on the reliability of our information technology systems and related data entry processes in our transaction intensive business.
We rely heavily on technology, and we may experience a disruption in existing technology or delay in effectively implementing new technology. Our ability to serve customers most effectively, as well as to control costs and maximize profits, depends on the reliability of our information technology systems and related data entry processes in our transaction intensive business.
Additionally, we could become the subject of future claims by third parties, including our employees, suppliers, customers, GPOs, investors, or regulators. Any significant adverse judgments or settlements could reduce our profits and limit our ability to operate our business. Extreme weather conditions and natural disasters, and other catastrophic events, may interrupt our business, or our customers’ or suppliers ’ businesses.
Additionally, we could 19 become the subject of future claims by third parties, including our employees, suppliers, customers, GPOs, investors, or regulators. Any significant adverse judgments or settlements could reduce our profits and limit our ability to operate our business.
The effects of climate change may create financial and operational risks to our business, both directly and indirectly. There is an increased focus around the world by regulatory and legislative bodies at all levels towards policies relating to climate change and the impact of global warming, including the regulation of greenhouse gas (GHG) emissions, energy usage and sustainability efforts.
There is an increased focus around the world by regulatory and legislative bodies at all levels towards policies relating to climate change and the impact of global warming, including the regulation of greenhouse gas (GHG) emissions, energy usage, extended producer responsibility laws and sustainability efforts.
Such inflation may also reduce our profit margins and earnings if there is a lag between when costs increase and when we are able to pass it along to customers or if product cost increases cannot be passed on to customers because they resist paying higher prices.
Such inflation may also reduce our profit margins and earnings if there is a lag between when costs increase and when we are able to pass on all or a portion of such product cost increases along to customers.
There are new and emerging data privacy laws, as well as frequent updates and changes to existing data privacy laws, in the jurisdictions in which we operate.
Our failure to comply with data privacy regulations could adversely affect our business. There are new and emerging data privacy laws, as well as frequent updates and changes to existing data privacy laws, in the jurisdictions in which we operate.
Additionally, continued geopolitical turmoil, including the ongoing conflict between Russia and Ukraine, has heightened the risk of cyberattacks. In addition, new technologies such as artificial intelligence may present new technological risks or vulnerabilities.
Additionally, continued geopolitical turmoil, including the ongoing conflict between Russia and Ukraine and recent events in Venezuela, has heightened the risk of cyberattacks. In addition, new technologies, including but not limited to AI, may present new technological risks or vulnerabilities.
Loss of business as a result of a pandemic or recession and its negative economic impact could change the buying practices of our independent restaurant customers and may also result in additional permanent closures of restaurants, which could have an adverse impact on our business, financial condition and results of operations. 10 We may be unable to achieve some or all of the benefits that we expect from our cost savings initiatives, any of which could adversely affect our business, financial condition and results of operations.
Loss of business as a result of a pandemic or recession and its negative economic impact could change the buying practices of our independent restaurant customers and may also result in additional permanent closures of restaurants, which could have an adverse impact on our business, financial condition and results of operations.
We may be exposed to potential product liability claims in the event that the products we distribute or manufacture are alleged to have caused injury, illness or other damage. We believe we have sufficient liability insurance to cover product liability claims. We also generally seek contractual indemnification and insurance coverage from parties supplying products to us.
We may be exposed to potential product liability claims in the event that the products we distribute or manufacture are alleged to have caused injury, illness or other damage or fail to comply with applicable laws and regulations. We believe we have sufficient liability insurance to cover product liability claims.
We also experience competition from online direct food wholesalers and other retailers, and competitors that are utilizing technology, including artificial intelligence and machine learning technologies have served to further increase pressure on the industry’s profit margins.
Additionally, we experience competition from cash-and-carry operations, commercial wholesale outlets, warehouse clubs and grocery stores that serve the commercial foodservice marketplace. We also experience competition from online direct food wholesalers and other retailers, and competitors that are utilizing technology, including artificial intelligence and machine learning technologies, which further increase pressure on the industry’s profit margins.
In addition, higher costs of fuel may increase the price we pay for products and the costs we incur to deliver products to our customers.
This may reduce the frequency and amount spent by consumers for food prepared away from home. In addition, higher costs of fuel may increase the price we pay for products and the costs we incur to deliver products to our customers.
As a result, our profit levels may be negatively affected during periods of product cost deflation, even though our gross profit percentage may remain relatively constant. Prolonged periods of product cost inflation, or periods of rapid inflation, may negatively impact our results of operations as a result of decreased discretionary consumer spending.
Prolonged periods of product cost inflation, or periods of rapid inflation, may negatively impact our results of operations as a result of decreased discretionary consumer spending.
For example, the Company completed its most recent annual impairment assessment for goodwill and indefinite-lived intangible assets as of the first day of the third quarter of fiscal year 2024 with no impairments noted.
For example, the Company completed its most recent annual impairment assessment for goodwill and indefinite-lived intangible assets as of the first day of the third quarter of fiscal year 2025, which resulted in a $13 million impairment during the fiscal year ended December 27, 2025.
Regional and local companies may align themselves with other smaller distributors through purchasing cooperatives and marketing groups, with the goal of enhancing their geographic reach, private label offerings, overall purchasing power, cost efficiencies, and ability to meet customer distribution requirements. Such changes may occur particularly during periods of economic uncertainty or significant inflation.
Certain of our competitors may have greater scale, financial and other resources than we do in certain markets. In addition, regional and local companies may align themselves with other smaller distributors through purchasing cooperatives and marketing groups, with the goal of enhancing their geographic reach, private label offerings, overall purchasing power, cost efficiencies, and ability to meet customer distribution requirements.
Consumer eating habits could be affected by a number of factors, including changes in attitudes regarding diet and health, new information regarding the health effects of consuming certain foods of shifts away from carbon-intensive products. There is a growing consumer preference for sustainable, organic and locally grown products. Changes to consumer eating habits also occur due to generational shifts.
Consumer eating habits could be affected by a number of factors, including changes in attitudes regarding diet and health, changes to nutritional guidelines or other regulatory or governmental action, advancement of pharmaceutical therapies, new information regarding the health effects of consuming certain foods or shifts away from carbon-intensive products.
GPOs act as agents on behalf of their members by negotiating pricing, delivery, and other terms with us. Our customers who are members of GPOs purchase products directly from us on the terms negotiated by their GPO.
GPOs act as agents on behalf of their members by negotiating pricing, delivery, and other terms with us, and we have experienced some pricing pressure from customers associated with a GPO.
Negative publicity from product recalls, instances of food-borne illness, or alleged food tampering may adversely impact our reputation and business. Ensuring the safety and integrity of the products we distribute is critical to our business, particularly in selling our private label products, and to maintaining our good reputation.
Negative publicity about the Company or our products may adversely impact our reputation and business. Maintaining a good reputation and public confidence in the safety, quality and integrity of the products we produce and distribute are critical to our business, particularly in selling our private label products.
Fuel costs fluctuate, which may adversely affect our business, financial condition and results of operations. Fuel costs related to outbound deliveries approximated $171 million during fiscal year 2024. Higher costs of fuel may negatively affect consumer confidence and discretionary spending. This may reduce the frequency and amount spent by consumers for food prepared away from home.
All of these factors could adversely affect our business, financial condition and results of operations. Fuel costs fluctuate, which may adversely affect our business, financial condition and results of operations. Fuel costs related to outbound deliveries approximated $174 million during fiscal year 2025. Higher costs of fuel may negatively affect consumer confidence and discretionary spending.
Any of these actions could increase our expenses, reduce our revenue and damage our reputation as a reliable government supplier. 14 Risks Relating to Our Indebtedness Our level of indebtedness may adversely affect our financial condition and our ability to raise additional capital or obtain financing in the future, react to changes in our business and make required payments on our debt.
Risks Relating to Our Indebtedness Our level of indebtedness may adversely affect our financial condition and our ability to raise additional capital or obtain financing in the future, react to changes in our business and make required payments on our debt. We had $5.2 billion of indebtedness outstanding as of December 27, 2025.
In addition, from time to time we establish and publicly announce goals and commitments related to corporate social responsibility matters, including those related to reducing our impact on the environment.
The effects of climate 12 change, and legal or regulatory initiatives to address climate change, could have a long-term adverse impact on our business and results of operations. In addition, from time to time we establish and publicly announce goals and commitments related to corporate social responsibility matters, including those related to reducing our impact on the environment.
Millennials, the largest demographic group in the U.S. in terms of consumer spending, generally seek new and different, as well as more ethnic and diverse, menu options and menu innovation.
There is a growing consumer preference for sustainable, organic and locally grown products. Changes to consumer eating habits also occur due to generational shifts. Millennials, the largest demographic group in the U.S. in terms of consumer spending, generally seek new and different, as well as more ethnic and diverse, menu options and menu innovation.
This could have serious consequences to our business, financial condition and results of operations and could cause us to become bankrupt or insolvent. Risks Relating to Technology, Information Security and Intellectual Property We rely heavily on technology, and we may experience a disruption in existing technology or delay in effectively implementing new technology.
This could have serious consequences to our business, financial condition and results of operations and could cause us to become bankrupt or insolvent. 16 Risks Relating to Technology, Information Security and Intellectual Property As we integrate Artificial Intelligence (“AI”) technologies into our processes, these technologies may present business, compliance, security, and reputational risks.
Any prolonged labor shortage or period of high employee turnover could have an adverse impact on our productivity and have an adverse effect on our business, financial condition and results of operations.
Any prolonged labor shortage or period of high employee turnover could have an adverse impact on our productivity and have an adverse effect on our business, financial condition and results of operations. Furthermore, as a government contractor, we are subject to oversight by the Department of Labor’s Office of Federal Contract Compliance Programs, which reviews our employment practices.
Any of these events could impair our ability to manage our business and/or cause disruption of economic activity, which could have an adverse effect on our business, financial condition and results of operations. Our retirement benefits may give rise to significant expenses and liabilities in the future. We sponsor defined benefit pension and other postretirement plans.
Any of these events could impair our ability to manage our business and/or cause disruption of economic activity, which could have an adverse effect on our business, financial condition and results of operations. Item 1B. Unresolved Staff Comments None.
We may not be able to realize some or all of our expected cost savings from our various cost savings initiatives.
We may be unable to achieve some or all of the benefits that we expect from our cost savings initiatives, any of which could adversely affect our business, financial condition and results of operations. We may not be able to realize some or all of our expected cost savings from our various cost savings initiatives.
These distributors may also rely on local presence as a source of competitive advantage, and they may have a lower cost to serve and other competitive advantages due to geographic proximity. Additionally, we experience competition from cash-and-carry operations, commercial wholesale outlets, warehouse clubs and grocery stores that serve the commercial foodservice marketplace.
Such changes may occur particularly during periods of economic uncertainty or significant inflation. These distributors may also rely on local presence as a source of competitive advantage, and they may have a lower cost to serve and other competitive advantages due to geographic proximity.
The U.S. foodservice distribution industry is characterized by relatively high inventory turnover with relatively low profit margins. Volatile commodity costs have a direct impact on our industry. We make a significant portion of our sales at prices that are based on the cost of products we sell, plus a margin percentage or markup.
The U.S. foodservice distribution industry is characterized by relatively high inventory turnover with relatively low profit margins. Volatile food costs have a direct impact on our industry. Our inability to quickly respond to inflationary and deflationary cost pressures could have a material adverse impact on our business, financial condition, or results of operations.
Removed
GPOs use the combined purchasing power of their members to negotiate more favorable prices than their members would typically be able to negotiate on their own, and we have experienced some pricing pressure from customers that associate themselves with a GPO.
Added
We make a significant portion of our sales at prices that are based on the cost of products we sell, plus a margin percentage or markup. As a result, our profit levels may be negatively affected during periods of product cost deflation, even though our gross profit percentage may remain relatively constant.
Removed
A pandemic or recession could result in a substantial disruption in many of our independent restaurant customers’ operations and, in some cases, permanent closures of restaurants.
Added
The effects of climate change may create financial and operational risks to our business, both directly and indirectly.
Removed
We must allocate substantial internal resources and may need to engage third-party experts to ensure accurate and comprehensive reporting. The effects of climate change, and legal or regulatory initiatives to address climate change, could have a long-term adverse impact on our business and results of operations.
Added
We also generally seek contractual indemnification and insurance coverage from parties supplying products to us.
Removed
In addition, in response to the COVID-19 pandemic, the Centers for Disease Control and Prevention, OSHA and various other federal, state, and local authorities have issued guidance, new interpretations of existing requirements, and implemented new requirements for employers that affect the operation of our facilities and the management of our workforce.
Added
Any of these actions could increase our expenses, reduce our revenue and damage our reputation as a reliable government supplier.
Removed
Furthermore, our recruiting and retention efforts and efforts to increase productivity may not be successful and we could encounter a shortage of qualified labor in future periods. Any such shortage would decrease our ability to serve our customers effectively and would also likely lead to higher wages for employees and a corresponding reduction in our profitability.
Added
We previously have and plan to continue to incorporate AI, including machine learning, into certain of our operations, such as sales, support and supply chain, and may in the future incorporate AI into more of our operations.
Removed
Furthermore, as a government contractor, we are subject to oversight by the Department of Labor’s Office of Federal Contract Compliance Programs, which reviews our employment practices including affirmative action and non-discrimination based on race, sex and disability, among other characteristics.
Added
Flaws, breaches or malfunctions in these systems could lead to operational disruptions, data loss, or erroneous decision-making, impacting our operations, financial condition and reputation. Legal challenges may arise, including or as a result of cybersecurity incidents, non-compliance with data protection regulations, and lack of transparency relating to the use of AI.
Removed
We had $4.9 billion of indebtedness outstanding as of December 28, 2024.
Added
The legal and regulatory landscape and industry standards surrounding AI technologies is rapidly evolving and remains uncertain, and compliance may impose significant operational costs and may limit our ability to develop, deploy or use AI technologies.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe NIST framework is structured around five commonly defined stages (Identify, Protect, Detect, Recover and Respond) and is a comprehensive approach to information and cybersecurity risk management. Our policies, including our Information Security Policy and Privacy Policy, and procedures are designed to align with industry best practices and comply with regulatory requirements.
Biggest changeOur policies, including our Information Security Policy and Privacy Policy, and procedures are designed to align with industry best practices and comply with regulatory requirements. We also align our payment processing policies and procedures with industry security standards, including the Payment Card Industry Data Security Standard.
Governance Framework Under the oversight of the Audit Committee of our Board of Directors, our cybersecurity function is managed by our Technology and Innovation team, led by our Senior Vice President, Chief Information Security Officer, Sara Schmidt, with support from the Internal Audit and Legal functions. Ms. Schmidt has served in the role since 2022. Before joining US Foods, Ms.
Governance Framework Under the oversight of the Audit Committee of our Board of Directors, our cybersecurity function is managed by our Digital and Technology team, led by our Senior Vice President, Chief Information Security Officer, Sara Schmidt, with support from the Internal Audit and Legal functions. Ms. Schmidt has served in the role since 2022. Before joining US Foods, Ms.
Management Responsible for designing, implementing and managing the Company’s framework for assessing, prioritizing and mitigating cybersecurity risk. Manages the Company’s privacy program. Responds to incidents and issues in a timely manner, and elevates emergent risks or incidents to the Disclosure Committee. Provides periodic updates to the Board, the Audit Committee and the Disclosure Committee, as applicable. 20
Management Responsible for designing, implementing and managing the Company’s framework for assessing, prioritizing and mitigating cybersecurity risk. Manages the Company’s privacy program. Responds to incidents and issues in a timely manner, and elevates emergent risks or incidents to the Disclosure Committee. Provides periodic updates to the Board, the Audit Committee and the Disclosure Committee, as applicable. 21
Schmidt served as Chief Information Security Officer for Farmers Insurance, a national insurance company, from 2019 to 2022, and various other positions from 2015 to 2019. Ms. Schmidt began her career as a cryptography analyst with the National Security Agency (“NSA”), learning best practices and tactics to be an effective hacker and defender.
Schmidt served as Chief Information Security Officer for Farmers Insurance, a national insurance company, from 2019 to 2022, and various other positions from 2015 to 2019. Ms. Schmidt began her career as a cryptography analyst with the National Security Agency (“NSA”), learning best practices and tactics to prevent attacks and counter threat actors.
We have developed and implemented a comprehensive program designed to protect the confidentiality of sensitive information, ensure the integrity of critical data and automated processes, and safeguard the availability of our information technology capabilities. 19 Moreover, we have implemented appropriate policies, processes, and technology to reduce the likelihood or impact of a breach, either at US Foods or through any third-party service provider, and have appropriate cyber insurance coverage through a standalone cyber policy.
Moreover, we have implemented appropriate policies, processes, and technology to reduce the likelihood or impact of a breach, either at US Foods or through any third-party service provider, and have appropriate cyber insurance coverage through a standalone cyber policy.
We provide all associates that have network access with annual data-security training. Our training and education programs include specialized training for associates handling confidential information, associates with privileged access, executive specific training, general information security awareness training, periodic anti-phishing campaigns, one-click email-enabled phish alert reporting functionality and advisory emails on emerging threats.
Our training and education programs include specialized training for associates handling confidential information, associates with privileged access, executive specific training, general information security awareness training, periodic anti-phishing campaigns, one-click email-enabled phish alert reporting functionality and advisory emails on emerging threats. 20 To date, we have not experienced any cybersecurity incidents that materially affected or were reasonably likely to materially affect our business strategy, results of operations or financial condition.
Our cybersecurity program is designed to protect the confidentiality, integrity and availability of critical assets and information, using a proactive and risk-based approach. We utilize the National Institute of Standards and Technology (“NIST”) Cyber Security Framework and regularly reassess our cybersecurity program.
Our cybersecurity program is designed to protect the confidentiality, integrity and availability of critical assets and information, using a proactive and risk-based approach. We align our program with widely accepted industry best practices and leading security frameworks, and we regularly reassess our capabilities to ensure they adapt to evolving risks and regulatory expectations.
Removed
Item 1C. Cybersecurity Risk Management and Strategy We invest in a comprehensive cybersecurity program that applies a recognized framework, utilizes industry standard tools, relies on expert partners, connects associates across the organization and leverages communication to protect our systems and our data.
Added
Item 1C. Cybersecurity Risk Management and Strategy Our internal cybersecurity organization leads a comprehensive, enterprise-wide security program built on recognized industry frameworks and a clear, proactive strategy. We operate a risk-driven model that integrates leading security technologies, leverages both internal expertise and carefully selected external partners, and unites teams across the Company to consistently strengthen our defensive posture.
Removed
We align our payment processing policies and procedures with industry security standards, including the Payment Card Industry Data Security Standard. Throughout the year, we conduct targeted audits and assessments, using internal and external resources, of certain aspects of our information security systems.
Added
Throughout the year, we conduct targeted audits and assessments, using both internal and external resources to evaluate key elements. We have developed and implemented a comprehensive program designed to protect the confidentiality of sensitive information, preserve the integrity of critical data and automated processes, and ensure the availability of our information technology capabilities.
Removed
To date, we have not experienced any cybersecurity incidents that materially affected or were reasonably likely to materially affect our business strategy, results of operations or financial condition.
Added
We provide all associates that have network access with annual data-security training.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeLocation Number of Facilities Square Feet Alabama 2 458,304 Alaska 1 131,285 Arizona 4 493,116 Arkansas 1 135,009 California 27 2,510,276 Colorado 2 501,427 Connecticut 1 239,899 Florida 5 1,173,162 Georgia 2 691,017 Idaho 6 121,644 Illinois 3 528,295 Indiana 1 233,784 Iowa 1 114,250 Kansas 1 350,859 Louisiana 1 207,200 Michigan 1 276,003 Minnesota 2 414,963 Mississippi 1 287,356 Missouri 3 602,947 Montana 4 259,198 Nebraska 2 246,430 Nevada 5 895,956 New Hampshire 1 533,237 New Jersey 3 1,073,375 New Mexico 1 133,486 New York 4 498,683 North Carolina 7 1,090,078 North Dakota 2 221,314 Ohio 3 501,894 Oklahoma 2 345,559 Oregon 22 775,146 Pennsylvania 4 980,417 South Carolina 6 1,403,855 Tennessee 4 774,729 Texas 5 1,011,380 Utah 3 308,833 Virginia 4 878,257 Washington 31 1,466,936 West Virginia 1 220,537 Wisconsin 1 172,826 Total 180 23,262,922 Owned 16,760,874 72 % Leased 6,502,048 28 % In addition, we lease our corporate headquarters in Rosemont, Illinois (consisting of more than 250,000 square feet).
Biggest changeLocation Number of Facilities Square Feet (in thousands) Alabama 2 439 Alaska 1 131 Arizona 4 493 Arkansas 1 135 California 26 2,379 Colorado 2 501 Connecticut 1 240 Florida 5 1,173 Georgia 4 739 Idaho 6 122 Illinois 4 822 Indiana 1 234 Iowa 1 114 Kansas 1 351 Louisiana 1 207 Michigan 1 276 Minnesota 2 415 Mississippi 1 287 Missouri 3 603 Montana 4 259 Nebraska 2 246 Nevada 5 896 New Hampshire 1 533 New Jersey 3 1,073 New Mexico 1 133 New York 5 533 North Carolina 7 964 North Dakota 2 221 Ohio 2 405 Oklahoma 2 346 Oregon 23 798 Pennsylvania 4 980 South Carolina 6 1,404 Tennessee 4 775 Texas 7 1,266 Utah 3 309 Virginia 6 940 Washington 32 1,580 West Virginia 1 137 Wisconsin 1 173 Total 188 23,634 Owned 16,816 71 % Leased 6,818 29 % In addition, we lease our corporate headquarters in Rosemont, Illinois (consisting of more than 230,000 square feet).
The leases related to these facilities expire at various dates from 2025 to 2040, although some provide options for us to renew. The table below lists the aggregate square footage, by state for these operating facilities.
The leases related to these facilities expire at various dates from 2026 to 2040, although some provide options for us to renew. The table below lists the aggregate square footage, by state for these operating facilities.
We believe that, in the aggregate, our real estate is suitable and adequate to serve the needs of our business. 21
We believe that, in the aggregate, our real estate is suitable and adequate to serve the needs of our business. 22
Properties As of the date of this report, we operated (i) 74 distribution facilities (consisting of more than 20,000,000 square feet), 57 of which are owned, (ii) 93 cash and carry locations (consisting of more than 2,000,000 square feet), all of which are leased, and (iii) 13 broadline support business production facilities (consisting of more than 1,000,000 square feet), 9 of which are owned.
Properties As of the date of this report, we operated (i) 76 distribution facilities (consisting of more than 20 million square feet), 58 of which are owned by US Foods, (ii) 98 cash and carry locations (consisting of more than 2 million square feet), all of which are leased, and (iii) 14 broadline support business production facilities (consisting of more than 1 million square feet), 9 of which are owned.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe following table summarizes repurchases of US Foods common stock in the three months ended December 28, 2024: Period (Millions of dollars, except number and price per share) Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Program Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program September 29, 2024 through November 2, 2024 2,371,014 $ 61.83 2,371,014 $ 252 November 3, 2024 through November 30, 2024 2,010,896 66.97 2,010,896 117 December 1, 2024 through December 28, 2024 585,938 71.64 585,938 75 Total 4,967,848 $ 65.07 4,967,848 23 Stock Performance Graph The following stock performance graph compares the cumulative total stockholder return of the Company’s common stock with the cumulative total return of the S&P 500 Index and the S&P 500 Food and Staples Retailing Index for the last five fiscal years.
Biggest changeThe repurchase authorizations do not have expiration dates. 24 The following table summarizes repurchases of US Foods common stock in the three months ended December 27, 2025: Period (Millions of dollars, except number and price per share) Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Program Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program (1)(2) September 28, 2025 through November 1, 2025 1,627,919 $ 76.78 1,627,919 $ 342 November 2, 2025 through November 29, 2025 2,609,603 77.41 2,609,603 $ 1,090 November 30, 2025 through December 27, 2025 — — — $ 1,090 Total 4,237,522 $ 77.16 4,237,522 (1) On May 7, 2025, the Board of Directors approved a share repurchase program (“May 2025 Share Repurchase Program”) under which the Company is authorized to repurchase up to an additional $1 billion of its outstanding common stock.
See Note 13, Convertible Preferred Stock, in our consolidated financial statements for further information. Share Repurchase Program On November 2, 2022, our Board of Directors approved, and we publicly announced, a Share Repurchase Program (“Original Share Repurchase Program”) under which the Company was authorized to repurchase up to $500 million of its outstanding common stock.
See Note 13, Common Stock and Convertible Preferred Stock, in our consolidated financial statements for further information. Share Repurchase Program On November 2, 2022, our Board of Directors approved, and we publicly announced, a Share Repurchase Program (“2022 Share Repurchase Program”) under which the Company was authorized to repurchase up to $500 million of its outstanding common stock.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Common Stock and Stockholders Our common stock is traded on the New York Stock Exchange (“NYSE”) under the symbol “USFD”. There were 19,445 holders of record of our common stock as of February 7, 2025.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Common Stock and Stockholders Our common stock is traded on the New York Stock Exchange (“NYSE”) under the symbol “USFD”. There were 18,229 holders of record of our common stock as of February 6, 2026.
The size and timing of any repurchases will depend on a number of factors, including share price, general business and market conditions and other factors. Under the Amended Share Repurchase Program, repurchases can be made from time to time using a variety of methods, including open market purchases, privately negotiated transactions, accelerated share repurchases and Rule 10b5-1 trading plans.
Under the May 2025 Share Repurchase Program and the November 2025 Share Repurchase Program, repurchases can be made from time to time using a variety of methods, including open market purchases, privately negotiated transactions, accelerated share repurchases and Rule 10b5-1 trading plans.
The Amended Share Repurchase Program does not obligate the Company to acquire any particular amount of shares, and the repurchase program may be suspended or discontinued at any time at the Company’s discretion. The repurchase authorization does not have an expiration date.
The May 2025 Share Repurchase Program and the November 2025 Share Repurchase Program do not obligate the Company to acquire any particular number of shares, and the repurchase programs may be suspended or discontinued at any time at the Company’s discretion.
Performance data for the Company, the S&P 500 Index and the S&P 500 Food and Staples Retailing Index is provided as of the last trading day of each of our last five fiscal years. 12/28/19 01/02/21 01/01/22 12/31/22 12/30/23 12/28/24 US Foods Holding Corp. $ 100 $ 80 $ 83 $ 81 $ 108 $ 161 S&P 500 100 118 152 125 158 197 S&P Food and Staples Retailing Index 100 116 146 131 151 204 Item 6. [Reserved] 24
Performance data for the Company, the S&P 500 Index and the S&P 500 Consumer Staples Distribution & Retail Index is provided as of the last trading day of each of our last five fiscal years. 01/02/21 01/01/22 12/31/22 12/30/23 12/28/24 12/27/25 US Foods Holding Corp. $ 100 $ 105 $ 102 $ 136 $ 203 $ 226 S&P 500 100 129 105 133 166 196 S&P Consumer Staples Distribution & Retail Index 100 125 112 130 176 191 Item 6. [Reserved] 26
For the year ended December 28, 2024, the Company repurchased 16,400,895 shares at an aggregate purchase price of approximately $958 million under the Amended Share Repurchase Program and the Original Share Repurchase Program, inclusive of approximately $10 million of fees, commissions and the related 1% excise tax.
In the year ended December 27, 2025, the Company repurchased 11,881,693 shares of its common stock at an aggregate purchase price of approximately $934 million under the Original Share Repurchase Program and the May 2025 Share Repurchase Program, collectively, inclusive of approximately $8 million of fees, commissions, and any related excise tax.
Our Board of Directors approved, and on June 5, 2024, the Company announced, an increase in the amount of common stock that could be purchased under the Original Share Repurchase Program to $1 billion inclusive of any remaining funds authorized under the Original Share Repurchase Program (“Amended Share Repurchase Program”).
On June 1, 2024, the Board approved an increase in the amount of common stock that could be purchased under the 2022 Share Repurchase Program to $1 billion, effectively increasing the authorization by approximately $843 million (collectively, the “Original Share Repurchase Program”).
As of December 28, 2024, there was approximately $75 million in remaining funds authorized under the Amended Share Repurchase Program.
As of December 27, 2025, there were no remaining funds authorized under the Original Share Repurchase Program, approximately $90 million in remaining funds authorized under the May 2025 Share Repurchase Program and $1 billion in remaining funds authorized under the November 2025 Share Repurchase Program.
Added
On May 7, 2025, the Board of Directors approved, and on May 8, 2025, the Company announced a new share repurchase program (the “May 2025 Share Repurchase Program”) under which the Company is authorized to repurchase up to an additional $1 billion of its outstanding common stock.
Added
On November 24, 2025, the Company entered into an accelerated share repurchase agreement (the “ASR Agreement”) with Morgan Stanley & Co. LLC to repurchase an aggregate of $250 million of the Company’s common stock under the May 2025 Share Repurchase Program.
Added
Additionally, on November 24, 2025, the Board of Directors approved, and we publicly announced, a new share repurchase program (“November 2025 Share Repurchase Program”) under which the Company is authorized to repurchase up to an additional $1 billion of its outstanding common stock.
Added
In the fourth quarter of 2025, under the ASR Agreement, the Company funded $250 million and received a $200 million initial delivery of approximately 2.6 million shares of the Company’s common stock based on a price of $77.41 per share, inclusive of the 1% excise tax.
Added
The total number of shares purchased by the Company pursuant to the ASR Agreement will be based on the average of the volume-weighted average prices of the Company’s common stock on specified dates during the term of the ASR Agreement, less a discount, and subject to adjustments pursuant to the terms and conditions of the ASR Agreement.
Added
Final settlement under the ASR Agreement is expected to occur during the first fiscal quarter of the Company’s fiscal year 2026.
Added
The size and timing of any future repurchases will depend on a number of factors, including share price, general business and market conditions as well as other factors.
Added
On November 24, 2025, the Company entered into an accelerated share repurchase agreement (“ASR Agreement”) with Morgan Stanley & Co. LLC to repurchase an aggregate of $250 million of the Company’s common stock under the May 2025 Share Repurchase Program.
Added
Additionally, on November 24, 2025, the Board of Directors approved a new share repurchase program (“November 2025 Share Repurchase Program”) under which the Company is authorized to repurchase up to an additional $1 billion of its outstanding common stock. See Note 13, Common Stock and Convertible Preferred Stock, in our consolidated financial statements for further information.
Added
(2) Reflects reduction of the unsettled accelerated share repurchases of $50 million and includes excise tax on share repurchases. 25 Stock Performance Graph The following stock performance graph compares the cumulative total stockholder return of the Company’s common stock with the cumulative total return of the S&P 500 Index and the S&P 500 Consumer Staples Distribution & Retail Index for the last five fiscal years.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

66 edited+11 added−22 removed41 unchanged
Biggest changeAs a percentage of net sales, operating expenses were 14.3% in fiscal year 2024, compared to 14.4% in fiscal year 2023. 25 Results of Operations The following table presents selected consolidated results of operations of our business for fiscal years 2024, 2023 and 2022: Fiscal Year 2024 2023 2022 (in millions) Consolidated Statements of Operations: Net sales $ 37,877 $ 35,597 $ 34,057 Cost of goods sold 31,343 29,449 28,565 Gross profit 6,534 6,148 5,492 Operating expenses: Distribution, selling and administrative costs 5,412 5,117 4,886 Restructuring activity and asset impairment charges 23 14 12 Total operating expenses 5,435 5,131 4,898 Operating income 1,099 1,017 594 Other expense (income)—net 6 (6) (22) Interest expense—net 315 324 255 Loss on extinguishment of debt 10 21 — Recognition of net actuarial loss for pension settlement 124 — — Income before income taxes 644 678 361 Income tax provision 150 172 96 Net income 494 506 265 Series A convertible preferred stock dividends — (7) (37) Net income available to common shareholders $ 494 $ 499 $ 228 Net income per share: Basic $ 2.05 $ 2.09 $ 1.02 Diluted $ 2.02 $ 2.02 $ 1.01 Weighted-average number of shares used in per share amounts: Basic 241 239 224 Diluted 244 250 226 Percentage of Net Sales: Gross profit 17.3 % 17.3 % 16.1 % Operating expenses 14.3 % 14.4 % 14.4 % Operating income 2.9 % 2.9 % 1.7 % Net income 1.3 % 1.4 % 0.8 % Adjusted EBITDA (1) 4.6 % 4.4 % 3.8 % Other Data: Cash flows—operating activities $ 1,174 $ 1,140 $ 765 Cash flows—investing activities (552) (495) (255) Cash flows—financing activities (831) (587) (447) Capital expenditures 341 309 265 EBITDA (1) 1,397 1,397 988 Adjusted EBITDA (1) 1,741 1,559 1,310 Adjusted Net Income (1) 770 658 538 Free Cash Flow (2) 836 841 510 (1) EBITDA is defined as net income, plus interest expense—net, income tax provision, and depreciation and amortization.
Biggest changeAs a percentage of net sales, operating expenses were 14.4% in fiscal year 2025 and 14.3% in fiscal year 2024. 27 Results of Operations The following table presents selected consolidated results of operations of our business for fiscal years 2025, 2024 and 2023: Fiscal Year 2025 2024 2023 (in millions) Consolidated Statements of Operations: Net sales $ 39,424 $ 37,877 $ 35,597 Cost of goods sold 32,560 31,343 29,449 Gross profit 6,864 6,534 6,148 Operating expenses: Distribution, selling and administrative costs 5,632 5,412 5,117 Restructuring activity and asset impairment charges 33 23 14 Total operating expenses 5,665 5,435 5,131 Operating income 1,199 1,099 1,017 Other (income) expense—net (4) 6 (6) Interest expense—net 305 315 324 Loss on extinguishment of debt — 10 21 Recognition of net actuarial loss for pension settlement — 124 — Income before income taxes 898 644 678 Income tax provision 222 150 172 Net income 676 494 506 Series A convertible preferred stock dividends — — (7) Net income available to common shareholders $ 676 $ 494 $ 499 Net income per share: Basic $ 2.98 $ 2.05 $ 2.09 Diluted $ 2.94 $ 2.02 $ 2.02 Weighted-average number of shares used in per share amounts: Basic 227 241 239 Diluted 230 244 250 Percentage of Net Sales: Gross profit 17.4 % 17.3 % 17.3 % Operating expenses 14.4 % 14.3 % 14.4 % Operating income 3.0 % 2.9 % 2.9 % Net income 1.7 % 1.3 % 1.4 % Adjusted EBITDA (1) 4.9 % 4.6 % 4.4 % Other Data: Cash flows—operating activities $ 1,369 $ 1,174 $ 1,140 Cash flows—investing activities (497) (552) (495) Cash flows—financing activities (890) (831) (587) Capital expenditures 410 341 309 EBITDA (1) 1,665 1,397 1,397 Adjusted EBITDA (1) 1,932 1,741 1,559 Adjusted Net Income (1) 916 770 658 Free Cash Flow (2) 965 836 841 (1) EBITDA is defined as net income, plus interest expense—net, income tax provision, and depreciation and amortization.
Loss on Extinguishment of Debt We recognized a loss on extinguishment of debt of $10 million in fiscal year 2024 due to the amendment of the Company’s Incremental Term Loan Facility due September 13, 2026 (the “2024 Incremental Term Loan Facility”) and repricing of the Company’s Incremental Term Loan Facility due November 22, 2028 (the “2021 Incremental Term Loan Facility”).
We recognized a loss on extinguishment of debt of $10 million in fiscal year 2024 due to the amendment of the Company’s Incremental Term Loan Facility due September 13, 2026 (the “2024 Incremental Term Loan Facility”) and repricing of the Company’s Incremental Term Loan Facility due November 22, 2028 (the “2021 Incremental Term Loan Facility”).
Income Taxes Our effective income tax rate for fiscal year 2024 of 23% varied from the 21% federal corporate income tax rate, primarily as a result of state income taxes and the recognition of various discrete tax items.
Our effective income tax rate for fiscal year 2024 of 23% varied from the 21% federal corporate income tax rate, primarily as a result of state income taxes and the recognition of various discrete tax items.
Financing Activities Cash flows used in financing activities in fiscal year 2024 included $112 million of scheduled payments under our Term Loan Facilities and financing leases, $1,217 million for repayment of the 2019 Incremental Term Loan Facility and paydown of the 2021 Incremental Term Loan Facility, $14 million in principal payments for the repricing of the 2021 Incremental Term Loan Facility and $13 million of financing fees related to the repayment of the 2019 Incremental Term Loan Facility and the 2021 Incremental Term Loan Facility repricing, $223 million in net proceeds under the ABL Facility, $725 million from the 2024 Incremental Term Loan Facility issuance and $500 million from the 2033 Unsecured Senior Note issuance.
Cash flows used in financing activities in fiscal year 2024 included $112 million of scheduled payments under our Term Loan Facilities and financing leases, $1,217 million for repayment of the 2019 Incremental Term Loan Facility and paydown of the 2021 Incremental Term Loan Facility, $14 million in principal payments for the repricing of the 2021 Incremental Term Loan Facility and $13 million of financing fees related to the repayment of the 2019 Incremental Term Loan Facility and the 2021 Incremental Term Loan Facility repricing, $223 million in net proceeds under the ABL Facility, $725 million from the 2024 Incremental Term Loan Facility issuance and $500 million from the 2033 Unsecured Senior Note issuance.
These discrete tax items included an aggregate tax benefit of $24 million consisting of 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 $9 million primarily related to excess tax benefits associated with share-based compensation, and a tax expense of $2 million, primarily related to adjustments to prior year tax provision estimates.
These discrete tax items included an aggregate tax benefit of $24 million consisting of 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 $9 million primarily related to excess tax benefits associated with share-based compensation, and a tax benefit of $2 million, primarily related to adjustments to prior year tax provision estimates.
Our most critical accounting policies and estimates pertain to the valuation of goodwill and other intangible assets, vendor consideration and income taxes. 33 Valuation of Goodwill and Other Intangible Assets Goodwill and other intangible assets include the cost of the acquired business in excess of the fair value of the tangible net assets recorded in connection with each acquisition.
Our most critical accounting policies and estimates pertain to the valuation of goodwill and other intangible assets, vendor consideration and income taxes. Valuation of Goodwill and Other Intangible Assets Goodwill and other intangible assets include the cost of the acquired business in excess of the fair value of the tangible net assets recorded in connection with each acquisition.
See Note 11, Accrued Expenses and Other Long-Term Liabilities, in our consolidated financial statements for further detail of our obligations and the expected timing of expected future payments. • Purchase and Other Obligations – The Company enters into purchase orders with vendors and other parties in the ordinary course of business and has a limited number of purchase contracts with certain vendors that require it to buy a predetermined volume of products.
See Note 10, Accrued Expenses and Other Long-Term Liabilities, in our consolidated financial statements for further detail of our obligations and the expected timing of expected future payments. • Purchase and Other Obligations – The Company enters into purchase orders with vendors and other parties in the ordinary course of business and has a limited number of purchase contracts with certain vendors that require it to buy a predetermined volume of products.
(2) Share-based compensation expense for expected vesting of stock awards and employee stock purchase plan. (3) Represents the impact of LIFO reserve adjustments. (4) Includes early redemption premium and the write-off of certain pre-existing debt issuance costs. See Note 10, Debt, in our consolidated financial statements for additional information.
(2) Share-based compensation expense for expected vesting of stock awards and employee stock purchase plan. (3) Represents the impact of LIFO reserve adjustments. (4) Includes early redemption premium and the write-off of certain pre-existing debt issuance costs. See Note 9, Debt, in our consolidated financial statements for additional information.
For additional information, see the discussion under the caption “Non-GAAP Reconciliations” below. 26 (2) Free Cash Flow is defined as cash flows provided by operating activities and proceeds from sales of property and equipment less cash capital expenditures.
For additional information, see the discussion under the caption “Non-GAAP Reconciliations” below. 28 (2) Free Cash Flow is defined as cash flows provided by operating activities and proceeds from sales of property and equipment less cash capital expenditures.
We did not make significant contributions to the Company-sponsored defined benefit and other postretirement plans in fiscal years 2024 and 2023. We do not expect to make any contributions in 2025. Certain employees are eligible to participate in our 401(k) savings plan.
We did not make significant contributions to the Company-sponsored defined benefit and other postretirement plans in fiscal years 2025 and 2024 and do not expect to make any contributions in 2026. Certain employees are eligible to participate in our 401(k) savings plan.
Our fiscal year 2024 assessment for impairment of goodwill was performed using a qualitative approach to determine, as of the date of the assessment, whether it was more likely than not that the fair value of goodwill was less than its carrying value.
Our fiscal year 2025 assessment for impairment of goodwill was performed using a qualitative approach to determine, as of the date of the assessment, whether it was more likely than not that the fair value of goodwill was less than its carrying value.
Financing activities in fiscal year 2024 also included $948 million of common stock repurchased, exclusive of approximately $10 million of fees, commissions and the related 1% of excise tax under the Amended Share Repurchase Program, $28 million of proceeds received from stock purchases under our employee stock purchase plan and $15 million of proceeds from the exercise of employee stock options, which were offset by $21 million of employee tax withholdings paid in connection with the vesting of stock awards.
Financing activities in fiscal year 2024 also included $948 million of common stock repurchased, exclusive of approximately $8 million of fees, commissions and the related 1% of excise tax under the Original Share Repurchase Program, $28 million of proceeds received from stock purchases under our employee stock purchase plan and $15 million of proceeds from the exercise of employee stock options, which were offset by $21 million of employee tax withholdings paid in connection with the vesting of stock awards.
For goodwill, the reporting unit used in assessing impairment is the Company’s one business segment as described in Note 23, Business Information, in our consolidated financial statements.
For goodwill, the reporting unit used in assessing impairment is the Company’s one business segment as described in Note 21, Business Information, in our consolidated financial statements.
Purchase obligations also include amounts committed with various third-party service providers to provide information technology services for periods up to fiscal 2029. See Note 21, Commitments and Contingencies, in our consolidated financial statements for further detail of our obligations and the expected timing of expected future payments.
Purchase obligations also include amounts committed with various third-party service providers to provide information technology services for periods up to fiscal 2028. See Note 19, Commitments and Contingencies, in our consolidated financial statements for further detail of our obligations and the expected timing of expected future payments.
The Amended and Restated Term Loan Credit Agreement, dated as of June 27, 2016 (as amended, the “Term Loan Credit Agreement”) provides USF with the 2021 Incremental Term Loan Facility and the 2024 Incremental Term Loan Facility. We also had $490 million of obligations under financing leases for transportation equipment and building leases as of December 28, 2024.
The Amended and Restated Term Loan Credit Agreement, dated as of June 27, 2016 (as amended and restated, the “Term Loan Credit Agreement”) provides USF with the 2021 Incremental Term Loan Facility and the 2024 Incremental Term Loan Facility. We also had $557 million of obligations under financing leases for transportation equipment and building leases as of December 27, 2025.
Adjusted EBITDA is defined as EBITDA adjusted for (1) restructuring costs and asset impairment charges; (2) share-based compensation expense; (3) the impact of LIFO reserve adjustments; (4) loss on extinguishment of debt; (5) business transformation costs; and (6) other gains, losses, or costs as specified in the agreements governing our indebtedness.
Adjusted EBITDA is defined as EBITDA adjusted for (1) restructuring activity and asset impairment charges; (2) share-based compensation expense; (3) the impact of LIFO reserve adjustments; (4) loss on extinguishment of debt; (5) business transformation costs; (6) recognition of net actuarial loss; and (7) other gains, losses, or costs as specified in the agreements governing our indebtedness.
Operating expenses increased primarily as a result of an increase in total case volume, 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 fiscal year 2024, compared to 14.4% in fiscal year 2023.
Operating expenses increased primarily as a result of an increase in total case volume and higher distribution, selling and administrative 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 14.4% in fiscal year 2025, compared to 14.3% in fiscal year 2024.
The following includes a comparison of our consolidated results of operations for fiscal years 2024 and 2023.
The following includes a comparison of our consolidated results of operations for fiscal years 2025 and 2024.
See Note 10, Debt, in our consolidated financial statements for a further description of our indebtedness.
See Note 9, Debt, in our consolidated financial statements for a further description of our indebtedness.
For fiscal year 2024, business transformation costs related to projects associated with information technology infrastructure initiatives and related workforce efficiencies. For fiscal year 2023, business transformation costs related to projects associated with information technology infrastructure initiatives.
For both fiscal years 2025 and 2024, business transformation costs related to projects associated with information technology infrastructure initiatives and related workforce efficiencies. For fiscal year 2023, business transformation costs related to projects associated with information technology infrastructure initiatives.
For a comparison of our consolidated results of operations for fiscal years 2023 and 2022, see Item 7 of Part II, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of our Annual Report on Form 10-K for the fiscal year ended December 30, 2023, filed with the SEC on February 15, 2024.
For a comparison of our consolidated results of operations for fiscal years 2024 and 2023, see Item 7 of Part II, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of our Annual Report on Form 10-K for the fiscal year ended December 28, 2024, filed with the SEC on February 13, 2025.
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.
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.
Operating Income Our operating income was $1,099 million in fiscal year 2024, compared to operating income of $1,017 million in fiscal year 2023. Operating income as a percentage of net sales was 2.9% in fiscal year 2024 and 2.9% in fiscal year 2023. The increase in operating income was due to the factors discussed in the relevant sections above.
Operating Income Our operating income was $1,199 million in fiscal year 2025, compared to operating income of $1,099 million in fiscal year 2024. Operating income as a percentage of net sales was 3.0% in fiscal year 2025 and 2.9% in fiscal year 2024. The increase in operating income was due to the factors discussed in the relevant sections above.
This mission is supported by our strategy of WE HELP YOU MAKE IT ™, which is centered on bringing four key elements to the forefront for our customers; (1) more quality products, including our large portfolio of exclusive brands, (2) more tools, centering on our MOXē business platform, (3) more support from our sellers and our team of experts and lastly, (4) more deliveries, enabled by our traditional broadline services and Pronto™ program.
This mission is supported by our strategy of WE HELP YOU MAKE IT ® , which is centered on bringing three key elements to the forefront for our customers; (1) More Quality products, including our large portfolio of Exclusive Brands, (2) More Tools, centering on our MOXē ® business platform, and lastly, (3) More Deliveries, enabled by our traditional broadline services, Pronto ® program and convenient delivery options.
Our LIFO method of inventory costing resulted in an expense of $61 million in fiscal year 2024, compared to a gain of $1 million in fiscal year 2023. Gross profit as a percentage of net sales was 17.3% in fiscal years 2024 and 2023.
Our LIFO method of inventory costing resulted in an expense of $65 million in fiscal year 2025, compared to an expense of $61 million in fiscal year 2024. Gross profit as a percentage of net sales was 17.4% and 17.3% in fiscal years 2025 and 2024, respectively.
We operate as one business with standardized business processes, shared systems infrastructure, and an organizational model that optimizes national scale with local execution, allowing us to manage our business as a single operating segment. We have centralized activities where scale matters and our local field structure focuses on customer-facing activities. Net sales increased 6.4%, driven by case volume growth.
We operate as one business with standardized business processes, shared systems infrastructure, and an organizational model that optimizes national scale with local execution, allowing us to manage our business as a single operating segment. We have centralized activities where scale matters and our local field structure focuses on customer-facing activities.
We compensate for these limitations by using these non-GAAP financial measures as supplements to GAAP financial measures and by presenting the reconciliations of the non-GAAP financial measures to their most comparable GAAP financial measures. 27 The following table reconciles EBITDA, Adjusted EBITDA, Adjusted Net Income and Free Cash Flow to the most directly comparable GAAP financial performance and liquidity measures for the periods indicated: Fiscal Year 2024 2023 2022 (in millions) Net income available to common shareholders and net income margin $ 494 1.3% $ 499 1.4% $ 228 0.7 % Series A convertible preferred stock dividends — (7) (37) Net income and net income margin 494 1.3% 506 1.4% 265 0.8% Interest expense—net 315 324 255 Income tax provision 150 172 96 Depreciation expense 384 349 327 Amortization expense 54 46 45 EBITDA and EBITDA margin 1,397 3.7% 1,397 3.9% 988 2.9 % Adjustments: Restructuring activity and asset impairment charges (1) 25 14 12 Share-based compensation expense (2) 63 56 45 LIFO reserve adjustment (3) 61 (1) 147 Loss on extinguishment of debt (4) 10 21 — Recognition of net actuarial loss for pension settlement (5) 124 — — Business transformation costs (6) 39 28 52 Business acquisition, integration related costs, divestitures and other (7) 22 44 66 Adjusted EBITDA and Adjusted EBITDA margin 1,741 4.6% 1,559 4.4% 1,310 3.8 % Depreciation expense (384) (349) (327) Interest expense—net (315) (324) (255) Income tax provision, as adjusted (8) (272) (228) (190) Adjusted Net Income $ 770 $ 658 $ 538 Cash flow Cash flows from operating activities $ 1,174 $ 1,140 $ 765 Proceeds from sales of property and equipment 3 10 10 Capital expenditures (341) (309) (265) Free Cash Flow $ 836 $ 841 $ 510 (1) Consists primarily of severance and related costs, organizational realignment and asset impairment charges.
We compensate for these limitations by using these non-GAAP financial measures as supplements to GAAP financial measures and by presenting the reconciliations of the non-GAAP financial measures to their most comparable GAAP financial measures. 29 The following table reconciles EBITDA, Adjusted EBITDA, Adjusted Net Income and Free Cash Flow to the most directly comparable GAAP financial performance and liquidity measures for the periods indicated: Fiscal Year 2025 2024 2023 (in millions) Net income available to common shareholders and net income margin $ 676 1.7% $ 494 1.3% $ 499 1.4 % Series A convertible preferred stock dividends — — (7) Net income and net income margin 676 1.7% 494 1.3% 506 1.4% Interest expense—net 305 315 324 Income tax provision 222 150 172 Depreciation expense 406 384 349 Amortization expense 56 54 46 EBITDA and EBITDA margin 1,665 4.2% 1,397 3.7% 1,397 3.9 % Adjustments: Restructuring activity and asset impairment charges (1) 33 25 14 Share-based compensation expense (2) 83 63 56 LIFO reserve adjustments (3) 65 61 (1) Loss on extinguishment of debt (4) — 10 21 Recognition of net actuarial loss for pension settlement (5) — 124 — Business transformation costs (6) 48 39 28 Business acquisition, integration related costs, divestitures and other (7) 38 22 44 Adjusted EBITDA and Adjusted EBITDA margin 1,932 4.9% 1,741 4.6% 1,559 4.4 % Depreciation expense (406) (384) (349) Interest expense—net (305) (315) (324) Income tax provision, as adjusted (8) (305) (272) (228) Adjusted Net Income $ 916 $ 770 $ 658 Cash flow Cash flows from operating activities $ 1,369 $ 1,174 $ 1,140 Proceeds from sales of property and equipment 6 3 10 Capital expenditures (410) (341) (309) Free Cash Flow $ 965 $ 836 $ 841 (1) Consists primarily of severance and related costs, organizational realignment and asset impairment charges.
We made employer matching contributions to the 401(k) plan of $82 million and $65 million in fiscal years 2024 and 2023, respectively. We also are required to contribute to various multiemployer pension plans under the terms of certain of our CBAs. Our contributions to these plans were $57 million and $55 million in fiscal years 2024 and 2023, respectively.
We made employer matching contributions to the 401(k) plan of $86 million and $82 million in fiscal years 2025 and 2024, respectively. We are required to contribute to various multi employer pension plans under the terms of certain of our CBAs. Our contributions to these plans were $60 million and $57 million in fiscal years 2025 and 2024, respectively.
(7) Includes: (i) aggregate acquisition, integration related costs and planned divestiture costs of $22 million for fiscal year 2024, $41 million for fiscal year 2023 and $22 million for fiscal year 2022 (ii) CEO sign on bonus of $3 million for fiscal year 2023 (iii) contested proxy and related legal and consulting costs of $21 million for fiscal year 2022; (iv) CEO severance of $5 million for fiscal year 2022; and (v) other gains, losses or costs that we are permitted to add back for purposes of calculating Adjusted EBITDA under certain agreements governing our indebtedness.
(7) Includes: (i) aggregate acquisition, integration related costs and divestiture costs of $32 million for fiscal year 2025, $22 million for fiscal year 2024 and $41 million for fiscal year 2023 (ii) CEO sign on bonus of $3 million for fiscal year 2023 and (iii) other gains, losses or costs that we are permitted to add back for purposes of calculating Adjusted EBITDA under certain agreements governing our indebtedness.
We believe the following sources will be sufficient to meet our anticipated cash requirements for at least the next twelve months, while maintaining sufficient liquidity for normal operating purposes: • Our cash flow from operations; • The availability of additional capital under our existing ABL Facility; and • Our availability to access capital from financial markets.
We believe the following sources will be sufficient to meet our anticipated cash requirements for at least the next twelve months, while maintaining sufficient liquidity for normal operating purposes: • Our cash flow from operations; • The availability of additional capital under our existing ABL Facility; and • Our availability to access capital from financial markets. 35 Retirement Plans We sponsor a defined benefit plan that pays benefits to eligible participants at retirement.
In the quarter ending December 28, 2024, we entered into approximately $58 million of surety bonds, primarily in favor of certain commercial insurers to secure obligations with respect to our insurance programs. In certain cases, surety bonds may be used as an alternative to letters of credit.
We held approximately $362 million and $58 million of surety bonds as of December 27, 2025 and December 28, 2024, respectively, primarily in favor of certain commercial insurers to secure obligations with respect to our insurance programs. In certain cases, surety bonds may be used as an alternative to letters of credit.
Other Expense (Income)—Net Other expense (income)—net includes components of net periodic benefit costs (credits), exclusive of the service cost component associated with our defined benefit and other postretirement plans. We recognized other expense—net of $6 million in 2024 and other income—net of $6 million in 2023, respectively.
Other (Income) Expense—Net Other (income) expense—net includes components of net periodic benefit costs (credits), exclusive of the service cost component associated with our defined benefit and other postretirement plans.
Recognition of Net Actuarial Loss for Pension Settlement We recognized a net actuarial loss for pension settlement of $124 million in fiscal 2024 due to a termination of certain defined benefit plans. We did not recognize any net actuarial loss for pension settlement in fiscal year 2023.
Recognition of Net Actuarial Loss for Pension Settlement We recognized a net actuarial loss for pension settlement of $124 million in fiscal 2024 due to a termination of certain defined benefit plans. No activity was recognized in fiscal year 2025.
Total operating expenses increased $304 million, or 5.9%, to $5,435 million in fiscal year 2024. The increase was primarily a result of an increase in total case volume, higher distribution costs, reflecting increased labor costs, partially offset by continued distribution productivity improvement as well as actions to streamline administrative processes and costs.
Total operating expenses increased $230 million, or 4.2%, to $5,665 million in fiscal year 2025, primarily as a result of an increase in total case volume and higher distribution, selling and administrative costs, partially offset by continued distribution productivity improvement as well as actions to streamline administrative processes and costs.
Operating Expenses Operating expenses, comprised of distribution, selling and administrative costs and restructuring activity and asset impairment charges, increased $304 million, or 5.9%, to $5,435 million in fiscal year 2024.
Operating Expenses Operating expenses, comprised of distribution, selling and administrative costs and restructuring activity and asset impairment charges, increased $230 million, or 4.2%, to $5,665 million in fiscal year 2025.
Total case volume increased 4.2% driven by a 4.4% increase in independent restaurant case volume, a 5.7% increase in healthcare volume, a 2.1% increase in hospitality volume and a 3.2% increase in chain volume. Organic broadline sales of private brands represented approximately 34% of net sales in both 2024 and 2023.
Total case volume increased 1.0% driven by a 3.3% increase in independent restaurant case volume, a 4.4% increase in healthcare volume and a 2.9% increase in hospitality volume, partially offset by a 3.5% decrease in chain volume. Organic broadline sales of private brands represented approximately 35% and 34% of net sales in fiscal years 2025 and 2024, respectively.
Liquidity and Capital Resources 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 December 28, 2024, the Company had approximately $1.5 billion in cash and available liquidity.
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 December 27, 2025, the Company had approximately $1.6 billion in cash and available liquidity.
Net sales increased $2,280 million, or 6.4%, in fiscal year 2024 driven primarily by case volume growth and food cost inflation of 2.6%.
Net Sales Net sales increased $1,547 million, or 4.1%, to $39,424 million in fiscal year 2025 driven by case volume growth and food cost inflation of 2.6%.
Off-Balance Sheet Arrangements We had entered into $592 million of letters of credit, primarily in favor of certain commercial insurers to secure obligations with respect to our insurance programs and certain real estate leases, under the ABL Facility as of December 28, 2024.
Off-Balance Sheet Arrangements We had entered into $315 million of letters of credit, primarily in favor of certain lenders to secure obligations primarily related to certain real estate leases, under the ABL Facility as of December 27, 2025 compared to $592 million as of December 28, 2024.
Cash Flows The following table presents condensed highlights from our Consolidated Statements of Cash Flows for fiscal years 2024 and 2023: Fiscal Year 2024 2023 (in millions) Net income $ 494 $ 506 Changes in operating assets and liabilities 18 117 Other adjustments 662 517 Net cash provided by operating activities 1,174 1,140 Net cash used in investing activities (552) (495) Net cash used by financing activities (831) (587) Net increase in cash, cash equivalents and restricted cash (209) 58 Cash, cash equivalents and restricted cash—beginning of year 269 211 Cash, cash equivalents and restricted cash—end of year $ 60 $ 269 Operating Activities Cash flows provided by operating activities increased $34 million to $1,174 million in fiscal year 2024 driven by changes in operating assets and liabilities.
Cash Flows The following table presents condensed highlights from our Consolidated Statements of Cash Flows for fiscal years 2025 and 2024: Fiscal Year 2025 2024 (in millions) Net income $ 676 $ 494 Changes in operating assets and liabilities 5 18 Other adjustments 688 662 Net cash provided by operating activities 1,369 1,174 Net cash used in investing activities (497) (552) Net cash used in financing activities (890) (831) Net increase in cash, cash equivalents and restricted cash (18) (209) Cash, cash equivalents and restricted cash—beginning of year 59 269 Cash, cash equivalents and restricted cash—end of year $ 41 $ 60 Operating Activities Cash flows provided by operating activities increased $195 million to $1,369 million in fiscal year 2025 driven by higher net income and a reduction in tax payments.
Net cash provided by operating activities in fiscal year 2023 benefited from higher net income and changes in operating assets and liabilities. 31 Investing Activities Cash flows used in investing activities in fiscal years 2024 and 2023 included cash expenditures of $341 million and $309 million, respectively, and related to investments in information technology, new construction and expansion of distribution facilities and property and equipment for fleet replacement.
Net cash provided by operating activities in fiscal year 2024 driven by changes in operating assets and liabilities. Investing Activities Cash flows used in investing activities in fiscal years 2025 and 2024 included cash expenditures of $410 million and $341 million, respectively, related to investments in information technology, property and equipment and construction of and improvements to distribution facilities.
Changes in the estimated amount of incentives earned are treated as changes in estimates and are recognized in the period of change. Historically, adjustments to our estimates for vendor consideration or related allowances have not been significant, and we do not expect adjustments to our estimates for vendor consideration or related allowances to be significant in the next 12 months.
Historically, adjustments to our estimates for vendor consideration or related allowances have not been significant, and we do not expect adjustments to our estimates for vendor consideration or related allowances to be significant in the next 12 months.
We record net deferred tax assets to the extent we believe these assets will more likely than not be realized. 34 An uncertain tax position is recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits.
An uncertain tax position is recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. Uncertain tax positions are recorded at the largest amount that is more likely than not to be sustained.
In addition, we provide certain postretirement health and welfare benefits to eligible retirees and their dependents. On October 31, 2024, the Company terminated and settled the majority of the defined benefit plan. See Note 17, Retirement Plans, in our consolidated financial statements for further detail on the plan termination.
In addition, we provide certain postretirement health and welfare benefits to eligible retirees and their dependents. See Note 15, Retirement Plans, in our consolidated financial statements for further detail on the plans.
A reconciliation between the GAAP income tax provision and the income tax provision, as adjusted, is as follows: Fiscal Year 2024 2023 2022 (in millions) GAAP income tax provision $ 150 $ 172 $ 96 Tax impact of pre-tax income adjustments 96 48 89 Discrete tax items 26 8 5 Income tax provision, as adjusted $ 272 $ 228 $ 190 28 Comparison of Results Fiscal Years Ended December 28, 2024 and December 30, 2023 Highlights • Net sales increased $2,280 million, or 6.4% to $37,877 million in fiscal year 2024. • Total case volume increased 4.2% and independent restaurant case volume increased 4.4% in fiscal year 2024. • Total organic case volume increased 1.4% and organic independent restaurant case volume increased 2.6%. • Operating income increased $82 million to $1,099 million in fiscal year 2024. • Net income available to common shareholders decreased $5 million to $494 million in fiscal year 2024. • Adjusted EBITDA increased $182 million, or 11.7%, to $1,741 million in fiscal year 2024.
A reconciliation between the GAAP income tax provision and the income tax provision, as adjusted, is as follows: Fiscal Year 2025 2024 2023 (in millions) GAAP income tax provision $ 222 $ 150 $ 172 Tax impact of pre-tax income adjustments 73 96 48 Discrete tax items 10 26 8 Income tax provision, as adjusted $ 305 $ 272 $ 228 30 Comparison of Results Fiscal Years Ended December 27, 2025 and December 28, 2024 Highlights • Net sales increased $1,547 million, or 4.1% to $39,424 million in fiscal year 2025. • Total case volume increased 1.0% and independent restaurant case volume increased 3.3% in fiscal year 2025. • Total organic case volume increased 0.4% and organic independent restaurant case volume increased 2.7%. • Operating income increased $100 million to $1,199 million in fiscal year 2025. • Net income increased $182 million to $676 million in fiscal year 2025. • Adjusted EBITDA increased $191 million, or 11.0%, to $1,932 million in fiscal year 2025. • Adjusted EBITDA as a percentage of net sales was 4.9% in fiscal year 2025, as compared to 4.6% in fiscal year 2024.
Financing activities in fiscal year 2023 also included $294 million of common stock repurchased under the Original Share Repurchase Program, $24 million of proceeds received from stock purchases under our employee stock purchase plan and $26 million of proceeds from the exercise of employee stock options, which were offset by $12 million of employee tax withholdings paid in connection with the vesting of stock awards.
Financing activities in fiscal year 2025 also included $926 million of common stock repurchased, exclusive of approximately $8 million of fees, commissions and the related 1% of excise tax under the Original Share Repurchase Program and the May 2025 Share Repurchase Program, $50 million of unsettled accelerated share repurchases, $28 million of proceeds received from stock purchases under our employee stock purchase plan and $6 million of proceeds from the exercise of employee stock options, which were offset by $38 million of employee tax withholdings paid in connection with the vesting of stock awards.
Our effective income tax rate for fiscal year 2023 of 25% varied from the 21% federal corporate income tax rate, primarily as a result of state income taxes and the recognition of various discrete tax items.
Income Taxes Our effective income tax rate for fiscal year 2025 of 25% varied 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 $10 million primarily related to excess tax benefits associated with share-based compensation.
Based on our qualitative fiscal year 2024 annual impairment analysis for goodwill, we concluded that it is more likely than not that the fair value of goodwill exceeded its carrying value.
Based on our qualitative fiscal year 2025 annual impairment analysis for indefinite-lived intangible assets, we concluded that it is more likely than not that the fair value of our trademark indefinite-lived intangible assets and brand name indefinite-lived intangible assets exceeded their respective carrying values.
Gross profit increased $386 million, or 6.3%, to $6,534 million in fiscal year 2024, primarily a result of an increase in total case volume, improved cost of goods sold and pricing optimization, partially offset by an unfavorable year-over-year LIFO adjustment. As a percentage of net sales, gross profit was 17.3% in fiscal year 2024 and 17.3% in fiscal year 2023.
Gross profit increased $330 million, or 5.1%, to $6,864 million in fiscal year 2025, primarily as a result of an increase in total case volume, improved cost of goods sold and inventory management. As a percentage of net sales, gross profit was 17.4% in fiscal year 2025 and 17.3% in fiscal year 2024.
Total case volumes increased 4.2% compared to the prior year driven by a 4.4% increase in independent restaurant case volume, a 5.7% increase in healthcare volume, a 2.1% increase in hospitality volume and a 3.2% increase in chain volume. Total organic case volume increased 1.4% which includes 2.6% organic independent restaurant case volume growth.
Fiscal Year 2025 Highlights Financial Highlights —Total case volume increased 1.0% compared to the prior year driven by a 3.3% increase in independent restaurant case volume, a 4.4% increase in healthcare volume and a 2.9% increase in hospitality volume, partially offset by a 3.5% decrease in chain volume.
Consideration under these incentives is estimated during the year based on historical and forecasted purchasing activity, as our obligations under the programs are fulfilled primarily when products are purchased. Consideration is typically received in the form of invoice deductions, or less often in the form of cash payments.
The amount and timing of recognition of consideration under these incentives requires management judgment and estimates. Consideration under these incentives is estimated during the year based on historical and forecasted purchasing activity, as our obligations under the programs are fulfilled primarily when products are purchased.
The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.
The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. We record net deferred tax assets to the extent we believe these assets will more likely than not be realized.
Retirement Plans We sponsor a defined benefit plan that pays benefits to eligible participants at retirement. Only certain union associates are eligible to participate and continue to accrue benefits under the plan per the collective bargaining agreements. The plan is closed and frozen to all other employees.
Only certain union associates are eligible to participate and continue to accrue benefits under the plan per the collective bargaining agreements (“CBAs”). The plan is closed and frozen to all other employees. On October 31, 2024, the Company terminated and settled the majority of the defined benefit plan.
The recoverability of our indefinite-lived intangible assets could be impacted if estimated future cash flows are not achieved. Due to the many variables inherent in estimating fair value and the relative size of the indefinite-lived intangible assets, differences in assumptions could have a material effect on the results of the Company’s impairment analysis in future periods.
Due to the many variables inherent in estimating fair value and the relative size of the indefinite-lived intangible assets, differences in assumptions could have a material effect on the results of the Company’s impairment analysis in future periods. Vendor Consideration We participate in various rebate and promotional incentives with our suppliers, primarily through purchase-based programs.
Cash flows used in investing activities in fiscal year 2024 also included $214 million cash purchase price for the acquisition of IWC Food Service. Cash flows used in investing activities in fiscal year 2023 also included $140 million cash purchase price for the acquisition of Renzi Food Service and $56 million cash purchase price for the acquisition of Saladino’s.
Cash flows used in investing activities in fiscal year 2024 included $214 million cash purchase price for the acquisition of IWC Food Service. We expect total cash capital expenditures in fiscal year 2026 to be between $400 million and $450 million.
Gross Profit Gross profit increased $386 million, or 6.3%, to $6,534 million in fiscal year 2024, primarily as a result of an increase in total case volume, improved cost of goods sold and pricing optimization, partially offset by an unfavorable year-over-year LIFO adjustment.
Gross Profit Gross profit increased $330 million, or 5.1%, to $6,864 million in fiscal year 2025, primarily a result of an increase in total case volume, improved cost of goods sold and inventory management.
For additional information, see Item 1A of Part I, “Risk Factors-Risks Relating to Our Indebtedness.” The Company had approximately $2.4 billion of restricted payment capacity under these covenants and approximately $2.1 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 December 28, 2024.
For additional information, see Item 1A of Part I, “Risk Factors-Risks Relating to Our Indebtedness.” The Company had approximately $2.8 billion of restricted payment capacity under these covenants and approximately $1.6 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 December 27, 2025. 33 We believe that the combination of cash generated from operations, together with borrowing capacity under the agreements governing our indebtedness and other financing arrangements, will be adequate to permit us to meet our debt service obligations, ongoing costs of operations, working capital needs, and capital expenditure requirements for the next 12 months as well as beyond 12 months.
We expect total cash capital expenditures in fiscal year 2025 to be between $375 million and $425 million. We expect to fund our capital expenditures with available cash or cash generated from operations and through fleet financing.
We expect to fund our capital expenditures with available cash or cash generated from operations and through fleet financing. 34 Financing Activities Cash flows used in financing activities in fiscal year 2025 included $206 million in net proceeds under the ABL facility and $110 million in scheduled payments under our financing leases.
Uncertain tax positions are recorded at the largest amount that is more likely than not to be sustained. We adjust the amounts recorded for uncertain tax positions when our judgment changes as a result of the evaluation of new information not previously available.
We adjust the amounts recorded for uncertain tax positions when our judgment changes as a result of the evaluation of new information not previously available. These differences are reflected as increases or decreases to income tax expense in the period in which they are determined.
Our long-term cash requirements under our various contractual obligations and commitments include: • Debt, including financing lease obligations – See Note 10, Debt, in our consolidated financial statements for further detail of our debt and the timing of expected future principal payments. • Operating and finance lease obligations – See Note 16, Leases, in our consolidated financial statements for further detail of our obligations and the timing of expected future payments. 32 • Pension plans and other postretirement benefit contributions – We sponsor a defined benefit plan that pays benefits to eligible employees at retirement.
Our long-term cash requirements under our various contractual obligations and commitments include: • Debt, including financing lease obligations – See Note 9, Debt, in our consolidated financial statements for further detail of our debt and the timing of expected future principal payments. • Operating and finance lease obligations – See Note 14, Leases, in our consolidated financial statements for further detail of our obligations and the timing of expected future payments. • Self-insured liabilities – We are primarily self-insured for general liability, fleet liability and workers’ compensation claims.
Customers periodically are reclassified, based on changes in size or other characteristics, and when those changes occur, the respective customer’s historical volume is included within the new classification. Organic growth —Organic growth includes growth from operating businesses that have been reflected in our results of operations for at least 12 months.
Operating Metrics Case growth —Case growth, by customer type (e.g., independent restaurants) is reported as of a point in time. Customers periodically are reclassified, based on changes in size or other characteristics, and when those changes occur, the respective customer’s historical volume is included within the new classification.
As a percentage of net sales, Adjusted EBITDA was 4.6% in fiscal year 2024, as compared to 4.4% in fiscal year 2023. Net Sales Net sales increased $2,280 million, or 6.4%, to $37,877 million in fiscal year 2024 driven by case volume growth and food cost inflation of 2.6%.
Total organic case volume increased 0.4% in fiscal year 2025, which includes 2.7% organic independent restaurant case volume growth. Net sales increased $1,547 million, or 4.1%, in fiscal year 2025 driven primarily by case volume growth and food cost inflation of 2.6%.
Net Income Our net income available to common shareholders was $494 million in fiscal year 2024, compared to a net income available to common shareholders of $499 million in fiscal year 2023. The decrease in net income available to common shareholders was due to the relevant factors discussed above.
Net Income Our net income was $676 million in fiscal year 2025, compared to a net income of $494 million in fiscal year 2024. The increase in net income was due to the factors discussed above. 32 Liquidity and Capital Resources Our ongoing operations and strategic objectives require working capital and continuing capital investment.
Any potential debt reduction or refinancing could require significant use of our available liquidity and capital resources.
Any potential debt reduction or refinancing could require significant use of our available liquidity and capital resources. We had outstanding borrowings totaling $429 million and had issued letters of credit totaling $315 million under the ABL Facility as of December 27, 2025. There was remaining capacity of $1,556 million under the ABL Facility as of December 27, 2025.
Other expense—net is due to a increase in the pension benefit interest cost and a decrease in the expected return on assets compared to fiscal year 2023. 29 Interest Expense—Net Interest expense—net decreased $9 million in fiscal year 2024, primarily due to lower outstanding debt in 2024 compared to 2023.
We recognized other income—net of $4 million in fiscal year 2025 and other expense—net of $6 million in fiscal year 2024. 31 Interest Expense—Net Interest expense—net decreased $10 million in fiscal year 2025, primarily due to lower rates in fiscal year 2025 compared to fiscal year 2024.
Based on our fiscal year 2024 annual impairment analysis for indefinite-lived intangible assets, we concluded that the fair value of our trademark indefinite-lived intangible asset and brand name indefinite-lived intangible asset exceeded their respective carrying values by substantial margins. These margins would not be materially impacted by a 5% increase in the discount rate.
Based on our qualitative fiscal year 2025 annual impairment analysis for goodwill, we concluded that it is more likely than not that the fair value of goodwill exceeded its carrying value. 36 Our fiscal year 2025 assessment for impairment of indefinite-lived intangible assets was performed using a qualitative approach to determine, as of the date of the assessment, whether it was more likely than not that the fair value of indefinite-lived intangible assets was less than its carrying value.
Removed
On June 5, 2024, the Company announced it intends to explore the potential sale of its assets and liabilities related to CHEF’STORE wholesale restaurant supply business and, if a sale is completed, then entirely focus on delivered broadline operations.
Added
Organic growth —Organic growth includes growth from operating businesses that have been reflected in our results of operations for at least 12 months.
Removed
As of December 28, 2024, the Company is in the process of exploring this sale which has not met held for sale criteria in the current year. Operating Metrics Case growth —Case growth, by customer type (e.g., independent restaurants) is reported as of a point in time.
Added
Loss on Extinguishment of Debt We did not recognize a loss on extinguishment of debt for fiscal year 2025.
Removed
Fiscal Year 2024 Highlights Financial Highlights —Total case volume increased 4.2% and independent restaurant case volume increased 4.4% in fiscal year 2024. Total organic case volume increased 1.4% in fiscal year 2024, and organic independent restaurant case volume increased 2.6%.
Added
Indebtedness ($ in millions) Debt Description Maturity Interest Rate as of December 27, 2025 Carrying Value as of December 27, 2025 Carrying Value as of December 28, 2024 ABL Facility December 7, 2027 5.41% $ 429 $ 223 2021 Incremental Term Loan Facility (net of $1 and $0 of unamortized deferred financing costs, respectively) (1) November 22, 2028 5.67% 609 610 2024 Incremental Term Loan Facility (net of $7 and $8 of unamortized deferred financing costs, respectively) October 3, 2031 5.67% 712 717 Unsecured Senior Notes due 2028 (net of $3 and $4 unamortized deferred financing costs, respectively) September 15, 2028 6.88% 497 496 Unsecured Senior Notes due 2029 (net of $4 and $5 of unamortized deferred financing costs, respectively) February 15, 2029 4.75% 896 895 Unsecured Senior Notes due 2030 (net of $2 and $3 of unamortized deferred financing costs, respectively) June 1, 2030 4.63% 498 497 Unsecured Senior Notes due 2032 (net of $4 and $4 of unamortized deferred financing costs, respectively) January 15, 2032 7.25% 496 496 Unsecured Senior Notes due 2033 (net of $2 and $4 of unamortized deferred financing costs, respectively) April 15, 2033 5.75% 498 496 Obligations under financing leases (2) 2026–2033 1.26% -8.31% 557 490 Other debt January 1, 2031 5.75% 8 8 Total debt (2) 5,200 4,928 Current portion of long-term debt (137) (109) Long-term debt $ 5,063 $ 4,819 (1) The 2021 Incremental Term Loan Facility was refinanced on October 3, 2024 as further discussed below.
Removed
We recognized a loss on extinguishment of debt of $21 million in fiscal year 2023 due to the repayment of the Company’s 6.25% senior secured notes due April 15, 2025 (the “Secured Senior Notes due 2025”).
Added
(2) For the fiscal year ended 2024, obligations under financing leases excludes financing leases classified as held for sale in relation the Freshway divestiture. Refer to Note 5, Acquisitions and Divestitures, for additional information.
Removed
These discrete tax items included an aggregate tax benefit of $11 million consisting of a tax benefit of $5 million related to excess tax benefits associated with share-based compensation, a tax benefit of $3 million related to a decrease in an unrecognized tax benefit, and a tax benefit of $3 million, primarily related to adjustments to prior year tax provision estimates.
Added
During the fiscal year ended December 27, 2025, outstanding letters of credit were reduced by approximately $254 million after surety bonds were issued to secure the Company’s obligations with respect to its insurance program. The agreements governing our indebtedness contain customary covenants.
Removed
Indebtedness The aggregate carrying value of our indebtedness was $4,928 million, net of $28 million of unamortized deferred financing costs, as of December 28, 2024. We had $223 million outstanding borrowings and had issued letters of credit totaling $592 million under the ABL Facility as of December 28, 2024.
Added
Cash flows used in investing activities in fiscal year 2025 also included approximately $87 million cash purchase price for the acquisition of Jake’s Finer Foods and $44 million cash purchase price for the acquisition of Shetakis. Investing activities for the fiscal year ended 2025 also included the cash proceeds from the sale of Freshway of $38 million.
Removed
There was remaining capacity of $1,485 million under the ABL Facility based on our borrowing base as of December 28, 2024. The Company’s 6.875% Senior Notes due 2028 (the “Unsecured Senior Notes due 2028”) had an outstanding balance of $496 million, net of $4 million of unamortized deferred financing costs, as of December 28, 2024.
Added
Claims in excess of certain levels are insured by external parties.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

10 edited+2 added−0 removed3 unchanged
Biggest changeThe interest rate cap agreements will effectively cap the interest rate on approximately 34% of the principal amount of the Term Loan Facilities. The Company’s maximum exposure to the variable component of the interest rate on the Term Loan Facilities will be 5% on the notional amount covered by the interest rate cap agreements.
Biggest changeThe Company’s maximum exposure to the variable component of the interest rate on the Term Loan Facilities will be 5% on the notional amount covered by the interest rate cap agreements.
Our activities to minimize fuel cost risk include route optimization, improving fleet utilization, assessing fuel surcharges and enhancing fleet technology and transitioning to alternative fuel sources, including electric vehicles. We typically directly offset approximately 41% of the increases in fuel costs through fuel surcharges to customers.
Our activities to minimize fuel cost risk include route optimization, improving fleet utilization, assessing fuel surcharges and enhancing fleet technology and transitioning to alternative fuel sources, including electric vehicles. We typically directly offset approximately 20% of the increases in fuel costs through fuel surcharges to customers.
We manage our debt portfolio to achieve an overall desired position of fixed and floating rates and may employ interest rate hedges as a tool to achieve that position. In April 2023, the Company entered into two two-year rate cap agreements, which will each mature on April 30, 2025 with a total notional amount of $450 million .
We manage our debt portfolio to achieve an overall desired position of fixed and floating rates and may employ interest rate hedges as a tool to achieve that position. In April 2023, the Company entered into two two-year rate cap agreements, which matured on April 30, 2025, with a total notional amount of $450 million .
A hypothetical 1% change in the applicable rate would cause the interest expense on our floating rate debt to change by approximately $17 million per year (see Note 10, Debt, in our consolidated financial statements). Fuel Price Risk We are also exposed to risk due to fluctuations in the price and availability of diesel fuel.
A hypothetical 1% change in the applicable rate would cause the interest expense on our floating rate debt to change by approximately $19 million per year (see Note 9, Debt, in our consolidated financial statements). Fuel Price Risk We are also exposed to risk due to fluctuations in the price and availability of diesel fuel.
After considering interest rate caps that fixed the interest rate on a total notional amount of $450 million of the current principal amount of the Term Loan Facilities, approximately 32% of the principal amount of our debt bore interest at floating rates based on Term SOFR or an alternative reference rate, as defined in our credit agreements, as of December 28, 2024.
After considering interest rate caps that fixed the interest rate on a total notional amount of $450 million of the current principal amount of the Term Loan Facilities, approximately 34% of the principal amount of our debt bore interest at floating rates based on Term SOFR or an alternative reference rate, as defined in our credit agreements, as of December 27, 2025.
Increases in the cost of diesel fuel can negatively affect consumer confidence and discretionary spending and increase the prices we pay for products, and the costs we incur to deliver products to our customers. Fuel costs related to outbound deliveries approximated $171 million during the fiscal year ended December 28, 2024.
Increases in the cost of diesel fuel can negatively affect consumer confidence and discretionary spending and increase the prices we pay for products, and the costs we incur to deliver products to our customers. Fuel costs related to outbound deliveries approximated $174 million during the fiscal year ended December 27, 2025.
Using current published market price projections for diesel and estimated fuel consumption needs, a hypothetical 10% unfavorable change in diesel prices from the market price could result in approximately $12 million in additional fuel cost on uncommitted volumes through December 2025. 35
Using current published market price projections for diesel and estimated fuel consumption needs, a hypothetical 10% unfavorable change in diesel prices from the market price could result in approximately $11 million in additional fuel cost on uncommitted volumes through December 2026. 38
We also enter into forward purchase commitments for a portion of our projected diesel fuel requirements. As of December 28, 2024, we had diesel fuel forward purchase commitments totaling $33 million, which fix approximately 30% of our projected diesel fuel purchase needs through December 2025.
We also enter into forward purchase commitments for a portion of our projected diesel fuel requirements. As of December 27, 2025, we had diesel fuel forward purchase commitments totaling $34 million, which fix approximately 32% of our projected diesel fuel purchase needs through December 2026.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk We are exposed to certain risks arising from both our business operations and overall economic conditions. Our market risks include interest rate risk and fuel price risk. We do not enter into derivatives or other financial instruments for trading or speculative purposes.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk We are exposed to certain risks arising from both our business operations and overall economic conditions. Our market risks include interest rate risk and fuel price risk.
Interest Rate Risk Our debt exposes us to risk of fluctuations in interest rates. Floating rate debt, where the interest rate fluctuates periodically, exposes us to short-term changes in market interest rates.
We do not enter into derivatives or other financial instruments for trading or speculative purposes. 37 Interest Rate Risk Our debt exposes us to risk of fluctuations in interest rates. Floating rate debt, where the interest rate fluctuates periodically, exposes us to short-term changes in market interest rates.
Added
On April 10, 2025, the Company entered into a one-year interest rate cap agreement, which will mature on April 30, 2026, with a total notional amount of $450 million.
Added
In June 2025, the Company entered into another one-year interest rate cap agreement effective April 30, 2026, which will mature on April 30, 2027, with a total notional amount of $450 million. The interest rate cap agreements will effectively cap the interest rate on approximately 34% of the principal amount of the Term Loan Facilities.

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