What changed in this filing

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Item 1. Business

2025-02-13 compared with 2024-02-15 · 39 added, 55 removed, 245 unchanged (28% of the section changed)

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(“USF”) and its subsidiaries.

We are among America’s great food companies and leading foodservice distributors.

Built through organic growth and acquisitions, we trace our roots back over 150 years to a number of heritage companies with rich legacies in food innovation and customer service.

We strive to inspire and empower chefs and foodservice operators to bring great food experiences to consumers.

This mission is supported by our strategy of GREAT FOOD.

MADE EASY.™ , which is centered on providing customers with the innovative products, business support and technology solutions they need to operate their businesses profitably.

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™ , 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.

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.

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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 extensive network of over 70 distribution facilities and fleet of over 6,500 trucks, along with approximately 90 cash and carry locations, allow us to operate efficiently and provide high levels of customer service.

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 extensive network of over 70 distribution facilities and fleet of over 6,500 trucks, along with over 90 cash and carry locations, allow us to operate efficiently and provide high levels of customer service.

This operating model allows us to leverage our nationwide scale and footprint while executing locally.

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A number of adjacent competitors also serve the U.S.

foodservice distribution industry, including cash-and-carry retailers, commercial wholesale outlets, commercial website outlets, and grocery stores.

foodservice distribution industry, including cash-and-carry retailers, commercial wholesale or club, commercial website outlets, and grocery stores.

Customer buying decisions are based on the assortment of product offered, quality, price, and service levels.

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Our target customer types — independent restaurants, healthcare and hospitality — value foodservice distributors with a broad product offering and value-added services that help them be efficient and effective in running their operations.

As described in more detail below, our GREAT FOOD.

™ 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.

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.

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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.

Changes in consumer preferences create opportunities for new and innovative products and for unique food- away-from-home destinations.

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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Our Business Strategy

Our GREAT FOOD.

MADE EASY.™ strategy is built on a differentiation focus in product assortment, customer experience and innovation.

Through this strategy, we also serve our customers as consultants and business partners, bringing our customers personalized solutions and tailoring a suite of innovative products and services to fit each customer’s needs.

The GREAT FOOD portion of our strategy is anchored by leading quality and innovation in produce and center-of-the-plate and other innovative products such as those featured in Scoop™, a program that 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.

Our WE HELP YOU MAKE IT™ brand promise is 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.

More Quality.

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™.

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.

The Serve Good program features more than 800 products that are sustainably-sourced or contribute to waste reduction.

Our private brand portfolio is guided by a spirit of innovation and a commitment to delivering superior quality products and value to customers.

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.

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.

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.

MADE EASY is aimed at providing operators reliability and flexibility in our service model supported by tools and resources to support them in running their businesses.

This means on-time and complete orders and customer choice via the omni-channel offering we have to serve our customers.

These offerings are supported with technology and expertise that make it easier 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.

Our portfolio of value-added services helps customers address key pain points like food waste, back-of-house operations and diner traffic.

By delivering our products and services through a differentiated team-based selling approach, we provide customers access to a diverse team of experts including chefs, center-of-the-plate and produce specialists and restaurant operations consultants.

More than 80% of our sales utilize our digital solutions.

Customers utilizing these solutions tend to purchase more products and have stronger commercial relationships with us.

More Deliveries.

This means more on-time and complete orders and customer choice via the omni-channel offering we have to serve our customers.

As noted above, our strategy of making it easier for our customers includes servicing our customers through multiple channels.

We have 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.

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.

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.

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All of these channels provide our customers options to shop their way.

We believe our GREAT FOOD.

MADE EASY.™ strategy enables us to reach more customers and create deeper relationships with existing ones, particularly within our target customer types—independent restaurants, healthcare, and hospitality—and drive increased penetration of our private brand products.

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.

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.

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.

In addition to our tenured and experienced sales representatives, our team includes chefs, center-of-the-plate and produce specialists and restaurant operations consultants.

We believe our WE HELP YOU MAKE IT™ strategy enables us to reach more customers and create deeper relationships with existing ones, particularly within our target customer types—independent restaurants, healthcare, and hospitality—and drive increased penetration of our private brand products.

Further, we believe this strategy positions us to make the most of the continued growth in food-away-from-home consumption and consumer preferences for innovative, on-trend flavors.

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Acquisitions have also historically played an important role in supporting the execution of our growth strategy.

On July 7, 2023, USF completed the acquisition of Renzi Foodservice (“Renzi”), a broadline distributor in New York, for a purchase price of $142 million (less the amount of the post-closing working capital adjustment, which was $2 million).

The acquisition allows US Foods to further expand its reach into central upstate New York.

On December 1, 2023, USF completed the acquisition of Saladino’s Foodservice (“Saladino’s”), a broadline distributor in California, for a purchase price of $56 million.

The acquisition allows US Foods to further expand its reach into California.

Integrating the above acquisitions and realizing synergies from these acquisitions are key priorities for the Company.

On April 5, 2024, USF completed the acquisition of IWC Food Service, a broadline distributor in Tennessee, for a purchase price of $220 million (less the amount of cash received, which was $6 million) for a net purchase price of $214 million, subject to adjustments.

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.

We strive to inspire and empower chefs and foodservice operators to bring great food experiences to consumers.

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.

Products and Brands

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regulations issued by the U.S.

Food and Drug Administration

(“FDA”) and the U.S.

Food and Drug Administration (“FDA”) and the U.S.

Department of Agriculture (“USDA”), and other federal, state and local laws and regulations relating to our operations and products that could restrict the sale of certain products or result in enforcement actions by federal, state and local government agencies under applicable standards.

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• Supporting diverse communities and businesses by enhancing our outreach and sharing who we are and what we stand for.

We continue to cultivate a culture of inclusion through training programs for our leaders and associates and by sponsoring ten Employee Resource Groups (“ERGs”):

ADAPT - Ability and Disability Allies Partnering Together;

BRIDGE - Black Resource for Inclusion, Diversity, Growth and Empowerment;

Collective Asian Network;

HOLA - Hispanic Organization for Leadership and Advancement;

LINK-UP – Linking Information, Networks and Knowledge;

Multigenerational Empowerment Resource Group for Employees;

PACT - Parents and Caregivers Together;

Pride Alliance;

Those Who Serve - Military ERG;

and WIN - Women in Network.

We continue to cultivate a culture of inclusion through training programs for our leaders and associates and by sponsoring ten Employee Business Resource Groups (“EBRGs”).

These associate-led groups strengthen networking among colleagues and further personal and professional development.

Ongoing listening sessions between the ERGs and our executive leadership team allow for open dialogue and the identification of new opportunities to bolster our diversity and inclusion strategy and strengthen associate engagement.

Ongoing listening sessions between the EBRGs and our executive leadership team allow for open dialogue and the identification of new opportunities to bolster our diversity and inclusion strategy and strengthen associate engagement.

Health and Safety

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Taylor 52 Executive Vice President, Field Operations and Local Sales

53 Executive Vice President, Strategy and Revenue Management

Tonnison 56 Executive Vice President, Chief Information and Digital Officer

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Ha served as Vice President, Chief Counsel - Corporate Governance, Mergers and Acquisitions and Cardiovascular Portfolio for Medtronic PLC from September 2016 to September 2023, where she was responsible for all corporate governance and securities matters, including ESG strategy and disclosures, shareholder and Board of Director matters and U.S.

and Irish public company fillings and disclosures.

and Irish public company filings and disclosures.

Prior to joining Medtronic, she served as Vice President, Corporate Secretary and General Counsel - Corporate and International for DaVita Health Care Partners, Inc., where she spent nearly 5 years, from November 2011 to September 2016.

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Taylor served the Company as Executive Vice President, Field Operations from May 2023 to October 2023, Region President - Southeast from September 2016 to May 2023, Senior Vice President, Field Operations Deployment from August 2015 to September 2016, Division President from April 2010 to August 2015, Senior Vice President from January 2010 to April 2010 and Vice President, Finance from September 2005 to January 2010.

Rickard has served as Executive Vice President, Strategy and Revenue Management, since November 2015.

Prior to joining US Foods, Mr.

Rickard served from March 2014 to November 2015 as Vice President of Uline Corporation, a distributor of shipping, industrial, and packing materials, and was responsible for identifying, leading and implementing improvement initiatives across all aspects of the organization.

From September 1997 to March 2014, Mr.

Rickard was Partner and Managing Director at the Boston Consulting Group, a consulting firm.

Rickard began his career with Charles River Associates, an economic consulting firm.

Tonnison has served as Executive Vice President, Chief Information and Digital Officer since July 2021.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business