US Foods Holding Corp.USFD
US Foods Holding Corp. Goodwill & Intangibles Disclosure
GOODWILL AND OTHER INTANGIBLES
Goodwill includes the cost of acquired businesses in excess of the fair value of the tangible and other intangible net assets acquired. Other intangible assets include customer relationships, amortizable trade names, the brand names comprising the Company’s portfolio of exclusive brands, and trademarks. Brand names and trademarks are indefinite-lived intangible assets and, accordingly, are not subject to amortization, but are subject to impairment assessments as described below.
Amortizable customer relationships, trade names and noncompete agreements are intangible assets with definite lives, and are carried at the acquired fair value less accumulated amortization. Customer relationships and amortizable trade names are amortized over the estimated useful lives (which range from approximately 3 to 15 years). Amortization expense was $56 million, $54 million and $46 million for fiscal years 2025, 2024 and 2023, respectively. The weighted-average remaining useful life of all definite lived intangibles was approximately eleven years as of December 27, 2025. Amortization of these definite lived intangible assets is estimated to be $56 million for fiscal years 2026, 2027, and 2028, $55 million for fiscal year 2029, $54 million for fiscal year 2030, and $247 million in the aggregate thereafter.
Goodwill and other intangibles—net consisted of the following:
| December 27, 2025 | December 28, 2024 | ||||||||||
| Goodwill | $ | 5,794 | $ | 5,781 | |||||||
Reclassification to assets held for sale(1) | — | (15) | |||||||||
Total Goodwill | $ | 5,794 | $ | 5,766 | |||||||
| Other intangibles—net | |||||||||||
| Customer relationships—amortizable: | |||||||||||
| Gross carrying amount | $ | 812 | $ | 798 | |||||||
| Accumulated amortization | (297) | (241) | |||||||||
| Net carrying value | 515 | 557 | |||||||||
| Trade names—amortizable: | |||||||||||
| Gross carrying amount | 4 | 4 | |||||||||
| Accumulated amortization | (2) | (2) | |||||||||
| Net carrying value | 2 | 2 | |||||||||
| Noncompete agreements—amortizable: | |||||||||||
| Gross carrying amount | 8 | 8 | |||||||||
| Accumulated amortization | (2) | (2) | |||||||||
| Net carrying value | 6 | 6 | |||||||||
| Brand names and trademarks—not amortizing | 258 | 271 | |||||||||
| Total other intangibles—net | $ | 781 | $ | 836 | |||||||
1. For the fiscal year ended 2024, relates to the reclassification of goodwill allocated to the Freshway divestiture. Refer to Note 5 for additional information. | |||||||||||
The change in goodwill is attributable to the Jake’s and Shetakis acquisitions, offset by the Freshway divestiture during the fiscal year ended 2025. The increase in the gross carrying amount of customer relationships and noncompete agreements is attributable to the Jake’s and Shetakis acquisitions. See Note 5, Acquisitions and Divestitures.
The Company assesses for impairment of intangible assets with definite lives only if events occur that indicate that the carrying amount of an intangible asset may not be recoverable. The Company assesses goodwill and other intangible assets with indefinite lives for impairment annually, or more frequently if events occur that indicate an asset may be impaired. For goodwill and indefinite-lived intangible assets, the Company’s policy is to assess for impairment as of the beginning of each fiscal third quarter. The Company performed the annual indefinite-lived intangible assets impairment assessment 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. In performing the qualitative assessment, we identified and considered the significance of relevant key factors, events, and circumstances that affect the fair value of indefinite-lived intangible assets. These factors include external factors such as macroeconomic, industry, and market conditions, as well as entity-specific factors, such as actual and planned financial performance. 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 and that the quantitative impairment test was unnecessary. As a part of this assessment, the Company determined that there were no future plans to utilize several acquired indefinite-lived intangible trademarks and brand names. This resulted in a $13 million impairment during the fiscal year ended December 27, 2025.
For goodwill, the reporting unit used in assessing impairment is the Company’s one business segment as described in Note 21, Business Information. The Company performed the annual goodwill impairment assessment using a qualitative approach to determine whether it is more likely than not that the fair value of goodwill is less than its carrying value. In performing the qualitative assessment, the Company identified and considered the significance of relevant key factors, events, and circumstances that affect the fair value of its goodwill. These factors include external factors such as market conditions, macroeconomic, and industry, as well as entity-specific factors, such as actual and planned financial performance. Based upon the Company’s qualitative fiscal 2025 annual goodwill impairment analysis, the Company concluded that it is more likely than not that the fair value of goodwill exceeded its carrying value and that the quantitative goodwill impairment test was unnecessary.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 12, 2026 | Showing above |
| 2024 | Feb 13, 2025 | |
| 2023 | Feb 15, 2024 | |
| 2022 | Feb 17, 2022 | |
| 2021 | Feb 16, 2021 | |
| 2019 | Feb 13, 2020 | |
| 2018 | Feb 14, 2019 | |
| 2017 | Feb 27, 2018 | |
About Goodwill & Intangibles Disclosures
Goodwill and intangible asset disclosures reveal the premium paid in acquisitions and how management assesses whether that premium retains its value. Since goodwill is no longer amortized under US GAAP, the annual impairment test is the only mechanism that adjusts carrying values downward — making the assumptions behind that test critically important for investors.
Key signals: a history of goodwill impairments suggests management consistently overpays for acquisitions. Watch the gap between reporting unit fair value and carrying amount — when fair value exceeds carrying amount by less than 10-20%, a small decline in business performance could trigger a write-down. For finite-lived intangibles, examine useful life assumptions across customer relationships, technology, and trade names; aggressive estimates inflate near-term earnings. Compare total intangibles-to-total-assets ratios against peers to assess acquisition dependency. Rising goodwill as a percentage of equity can signal balance sheet fragility.