Business Acquisitions

12 Months Ended

Dec. 28, 2024

ACQUISITIONS AND HELD FOR SALE

Acquisitions

IWC Food Service—On April 4, 2024, the Company acquired 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, which was a stock acquisition, was funded with cash from operations and allows US Foods to further expand its reach into Tennessee and distribution channels to the southeast United States.

The IWC Food Service acquisition, reflected in the Company’s consolidated financial statements commencing from the date of the closing of the acquisition on April 5, 2024, did not materially affect the Company’s results of operations or financial position. The Company recorded goodwill of $81 million and intangible assets of $82 million for this acquisition. The intangible assets included $78 million related to customer relationships and $4 million related to noncompete agreements, which will be amortized on a straight-line basis over an estimated useful life of 15 and 5 years, respectively. The goodwill recognized from the IWC Food Service acquisition is deductible for tax purposes. IWC Food Service is integrated into the Company’s foodservice distribution network.

Jake’s Finer Foods Acquisition—Subsequent to fiscal year end 2024, on January 10, 2025, the Company completed the acquisition of Jake’s Finer Foods for approximately $92 million. The acquisition will allow US Foods to further expand its reach into key markets in south Texas. The acquisition was an asset acquisition funded with cash on hand. The Company is in the process of measuring the acquired assets and assumed liabilities as of the acquisition date.

Saladino’s Acquisition—On December 1, 2023, the Company acquired Saladino’s, a broadline distributor in California for a purchase price of $56 million. The acquisition, which was funded with cash from operations, allows US Foods to further expand its reach into California and distribution channels to the southwest United States.

The Saladino’s acquisition, reflected in the Company’s consolidated financial statements commencing from the date of acquisition, did not materially affect the Company’s results of operations or financial position. The Company recorded goodwill of $14 million and intangible assets of $7 million for this acquisition related to customer relationships, which will be amortized on a straight-line basis over an estimated useful life of 15 years. The goodwill recognized from the Saladino’s acquisition is deductible for tax purposes. Saladino’s is integrated into the Company’s foodservice distribution network.

Renzi Foodservice Acquisition—On July 7, 2023, the Company acquired Renzi Foodservice, 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) for a net purchase price of $140 million. The acquisition, which was funded with cash from operations, allows US Foods to further expand its reach into central upstate New York.

The Renzi Foodservice acquisition, reflected in the Company’s consolidated financial statements commencing from the date of acquisition, did not materially affect the Company’s results of operations or financial position. The Company recorded goodwill of $58 million and intangible assets of $57 million for this acquisition. The intangible assets included $54 million related to customer relationships and $3 million related to noncompete agreements, which will be amortized on a straight-line basis over an estimated useful life of 15 and 5 years, respectively. The goodwill recognized from the Renzi Foodservice acquisition is deductible for tax purposes. Renzi Foodservice is integrated into the Company’s foodservice distribution network.

Acquisition and integration costs, which included IWC Food Service, Saladino’s and Renzi Foodservice as well as previous acquisitions, included in distribution, selling and administrative costs in the Company’s Consolidated Statements of Comprehensive Income were $7 million, $6 million and $16 million during fiscal years 2024, 2023 and 2022, respectively.

Held for Sale

Freshway Planned Divestiture—During the fourth quarter of fiscal year 2024, the Company reached the decision to sell its Freshway business, which processes, repacks, and distributes fresh fruit and vegetables in the eastern half of the U.S. The Company determined the associated assets met the held for sale accounting criteria as of December 28, 2024. The sale of the Freshway business does not represent a strategic shift that will have a major effect on the Company’s operations and financial results and, therefore, did not qualify for presentation as discontinued operations. As the Freshway business met the criteria to be classified as held for sale, the Company is required to record their assets and liabilities at the lower of carrying value or fair value less any costs to sell based on the agreed-upon sale price and present the related assets and liabilities as separate line items in the Consolidated Balance Sheets. As the carrying values did not exceed fair value less any costs to sell, the related assets and liabilities were recorded at their carrying values.

On November 8, 2024, the Company entered into a definitive agreement to sell the Freshway business. The transaction is subject to customary closing conditions.

Assets and liabilities held for sale consisted of the following:


	December 28, 2024
Cash and cash equivalents	$	1
Accounts receivable, net	5
Inventories, net	2
Total current assets	8
Property and equipment, net	18
Goodwill	15
Total assets held for sale	$	41

Accounts payable	$	6
Accrued expenses	2
Total current liabilities	8
Long term debt	2
Other long term liabilities	9
Total liabilities held for sale	$	19

Planned divestiture costs, included in distribution, selling and administrative costs in the Company’s Consolidated Statements of Comprehensive Income were $11 million in 2024. There were no planned divestiture costs during fiscal years 2023 and 2022.

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. 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.