US Foods Holding (USFD) risk factors, FY2025 10-K

Risks Relating to Our Business and Industry

1. 01An economic downturn, public health crisis, and/or other factors affecting consumer spending and confidence, may reduce the amount of food prepared away from home, which may adversely affect our business, financial condition and results of operations
2. 02Our 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 factors40% rewritten
3. 03Competition in our industry is intense, and we may not be able to compete successfully, which may have an adverse impact on our business, financial condition and results of operations
4. 04We rely on third party suppliers, and our business may be affected by interruption of supplies or increases in product costs
5. 05Our relationships with our customers and GPOs may be materially diminished, terminated or otherwise changed, which may adversely affect our business, financial condition and results of operations33% rewritten
6. 06We may fail to increase or maintain the highest margin portions of our business, including sales to independent restaurant customers and sales of our private label products, which could have an adverse impact on our business, financial condition and results of operations
7. 07We 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
8. 08Fuel costs fluctuate, which may adversely affect our business, financial condition and results of operations
9. 09Changes in consumer eating habits or diets may reduce demand for our products and adversely affect our business, financial condition and results of operations
10. 10If our competitors implement a lower cost structure and offer lower prices to our customers, we may be unable to adjust our cost structure to compete profitably and retain those customers
11. 11Climate change, or the legal, regulatory or market measures being implemented to address climate change, may have an adverse impact on our business73% rewritten
12. 12change, and legal or regulatory initiatives to address climate change, could have a long-term adverse impact on our business and results of operationsNew
13. 13Impairment charges for goodwill, indefinite-lived intangible assets or other long-lived assets could adversely affect the Company’s financial condition and results of operations

Risks Relating to Product Safety and Regulatory Requirements

1. 14Our 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 operations65% rewritten
2. 15business. We generally seek contractual representations and warranties from suppliers that they comply with all applicable laws and regulations and we maintain supplier policies requiring their ongoing compliance with applicable laws and regulations as wellNew
3. 16If 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 products36% rewritten
4. 17We may experience product liability claims, which could adversely affect our business, financial condition and results of operations
5. 18Negative publicity about the Company or our products may adversely impact our reputation and businessNew

Risks Relating to Human Capital Management

1. 19We 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
2. 20We may be unable to attract or retain a qualified and diverse workforce, which could adversely affect our business, financial condition and results of operations

Risks Relating to Our Indebtedness

1. 21We had $5.2 billion of indebtedness outstanding as of December 27, 2025
2. 22The agreements and instruments governing our indebtedness contain restrictions and limitations that may significantly impact our ability to operate our business

Risks Relating to Technology, Information Security and Intellectual Property

1. 23As we integrate Artificial Intelligence (“AI”) technologies into our processes, these technologies may present business, compliance, security, and reputational risksNew
2. 24We rely heavily on technology, and we may experience a disruption in existing technology or delay in effectively implementing new technology
3. 25A cybersecurity incident may negatively affect our operations, business, financial condition and our relationships with customers25% rewritten
4. 26cyberattacks or other cyber incidents. Although we maintain insurance that may, subject to policy terms and conditions, cover certain cyber incidents, it may be insufficient to cover all lossesNew
5. 27Our failure to comply with data privacy regulations could adversely affect our business
6. 28Our intellectual property rights are valuable, and any failure to protect them could reduce the value of our products and brands

Risks Relating to Acquisitions

1. 29Historically, a portion of our growth has come through acquisitions. In 2025, we completed two acquisitions - Jake’s Finer Foods and ShetakisNew

Risks Relating to our Common Stock

1. 30Actions of activist stockholders could adversely impact our business and cause us to incur significant expenses
2. 31Changes in applicable tax laws and regulations and the resolution of tax disputes may adversely affect our business, financial condition and results of operations
3. 32The Company’s Amended and Restated Certificate of Incorporation and Bylaws includes a forum selection clause
4. 33The nature of our operations may expose our associates and other individuals to health and safety risks, and as a result we may incur property, casualty or other losses not covered by our insurance policies and damage to our reputation
5. 34Adverse judgments or settlements resulting from legal proceedings in which we are or may be involved in the normal course of our business could limit our ability to operate our business and adversely affect our financial condition and results of operations
6. 35Extreme weather conditions and natural disasters, and other catastrophic events, may interrupt our business, or our customers’ or suppliers’ businesses